North Beach Partners v. Sollner CA1/4

Filed 7/27/15 North Beach Partners v. Sollner CA1/4 NOT TO BE PUBLISHED IN OFFICIAL REPORTS California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

FIRST APPELLATE DISTRICT

DIVISION FOUR

NORTH BEACH PARTNERS, LLC, et al. Plaintiffs and Appellants, A139893 v. JOHN SOLLNER, (San Francisco County Super. Ct. No. CGC-11-509179) Defendant and Respondent.

The parties have previously been before this court in litigation arising from respondent John Sollner’s sale of unit 4 of 3300 Clay Street to North Beach Partners, LLC (NBP). (See North Beach Partners, LLC v. John Sollner (Dec. 19, 2014, A136514) [nonpub. opn.] (NBPI).) In the prior appeal, we affirmed the trial court’s judgment finding in favor of Sollner and denying NBP’s attempt to rescind the sale of the property. (Id. at pp. 2–3, 6.) Thereafter, the court entered an order directing NBP to pay to Sollner the sum of $94,374.50 for attorney fees incurred in the underlying trial. Following entry of the court’s order on fees and relying on an arbitrator’s findings in two related actions between the parties, Sollner moved to amend the judgment to add W.B. Coyle and Telegraph Hill Properties, Inc. (appellants) as additional judgment debtors on the theory that they were alter egos of NBP.1 On July 9, 2013, the court granted the motion and entered an amended judgment.

1 In those actions, the arbitrator found that appellants, NBP, Dissolution Properties, and Terrapin Ventures, LLC, were all alter egos of each other and acted on

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Appellants contend the court erred in relying on the arbitrator’s findings because the arbitrator’s award was not yet final and had no collateral estoppel effect. We affirm. I. FACTUAL BACKGROUND The facts of the underlying litigation are set forth in the opinion filed in NBPI. In summary, Sollner was part of an investment group with NBP that purchased the six-unit Clay Street property in 2004. (NBPI, supra, at p. 1.) Under the tenancy in common agreement between the parties, Sollner had exclusive rights to units 1 and 4, but NBP also retained an interest in unit 4 under a profit-sharing agreement with Sollner. (Id. at pp. 1–2.) In 2008, Sollner and NBP became embroiled in a series of legal disputes concerning unit 4 and another property and they eventually entered into a settlement under which NBP agreed to purchase Sollner’s interest in unit 4. (Id. at p. 2.) NBP subsequently sued Sollner to rescind that part of the settlement agreement under which it purchased unit 4, alleging that Sollner failed to comply with the Subdivided Lands Act because he had not obtained a public report. (Ibid.) We affirmed the trial court’s findings that the Subdivided Lands Act did not apply because the property was transferred through a settlement agreement, and that NBP was not entitled to rescission. (Id. at pp. 2–3.) The Clay Street property transaction resulted in additional litigation between the parties. On August 25, 2011, the trial court referred Dissolution Properties LLC v. Sollner (Super. Ct. S.F. City and County, 2010, No. CGC10-501629), an action seeking an equitable lien on the property, and North Beach Partners, LLC v. Sollner (Super. Ct. S.F. City and County, 2010, No. CGC10-501631), an action seeking partition against the other owners of the property, to arbitration. The arbitrator issued a final award in those cases on January 29, 2013, finding, inter alia, that NBP and appellants were each alter egos of the other and acted as if they were one entity in connection with the sale, promotion, and management of the property.