The Palm Grove v. Pirozzi CA2/6

Filed 9/27/22 The Palm Grove v. Pirozzi CA2/6 NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for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 This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.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

SECOND APPELLATE DISTRICT

DIVISION SIX

THE PALM GROVE, LLC, et al., 2d Civil No. B313186 (Super. Ct. No. 20CV02870) Plaintiffs and Respondents, (Santa Barbara County)

v.

ADAM PIROZZI et al.,

Defendants and Appellants.

This case is the second round of litigation between former business partners Adam Pirozzi and Dennis Hoey.1 The first round resulted in a settlement in which Pirozzi agreed to buy Hoey’s interest in certain business assets, including a ten-acre golf course and onsite clubhouse. A second round of litigation

Appellants are Pirozzi and two of his co-defendants: 1

Quicklink Asset Services, LLC and Five Deep Entertainment, Inc. A third co-defendant, Central Holding Group LLC, is not a party to this appeal. Respondents are Hoey and his two co- plaintiffs: The Palm Grove, LLC and Vantage Group Investments, LLC.

began when the buyout failed. The court found Pirozzi breached the prior settlement agreement and ordered the assets sold to a third party on the open market. Pirozzi appeals several components of the judgment, including the court’s decision to allocate the first $4.7 million in sales proceeds to Hoey. We affirm the judgment in full. FACTUAL AND PROCEDURAL BACKGROUND Hoey and Pirozzi formed a partnership to purchase Santa Barbara’s Hidden Oaks Golf Course in 2015. Hoey provided most of the capital for the acquisition and took title to the course and onsite clubhouse. Pirozzi received a 25-year lease to operate and manage the facility. They agreed Pirozzi would make monthly lease payments to Hoey equaling 50 percent of fixed costs (including mortgage/debt financing, insurance, and taxes) plus 50 percent of all revenues generated. Pirozzi fell behind on his lease payments. Hoey filed companion actions to dissolve the partnership and to evict Pirozzi.2 They reached a compromise before trial: Pirozzi would have 60 days to purchase Hidden Oaks for $4.4 million. This figure would reimburse Hoey for capital contributions, past due rent, and other expenses. They signed a settlement agreement and memorandum of understanding (settlement) to this effect. Hoey would receive the first $4.4 million in proceeds then split any profits with Pirozzi. They agreed to sell the property on the open market if Pirozzi was “unable” or “unwilling” to close the buyout after a 60-day escrow period.