Nunes v. Knudson CA2/6

Filed 10/3/23 Nunes v. Knudson 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NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for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 This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.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

CRAIG NUNES, 2d Civ. No. B322325 (Super. Ct. No. 20CV-0490) Plaintiff and Appellant, (San Luis Obispo County)

v.

MATT KNUDSON et al.,

Defendants and Respondents.

Appellant Craig Nunes and respondent Matt Knudson co- owned Premier Refinishing, Inc., a franchisee of Nufinishpro Franchising LLC. Nunes agreed to buy Knudson’s shares of stock for $148,000. Nufinishpro withheld consent for the stock sale and accused Knudson of setting up a competing business in violation of the franchise agreement signed by Nunes and Knudson. It claimed the right to collect the $148,000 Nunes had agreed to pay Knudson for his stock. Caught between Knudson and Nufinishpro, Nunes filed this interpleader action. The trial court sustained Knudson’s demurrer to Nunes’s second amended complaint in interpleader without leave to amend. It found Nunes failed to sufficiently plead that Knudson

and Nufinishpro sought “the same thing, debt, or duty,” a common law prerequisite for interpleader. We affirm the judgment of dismissal entered after the order sustaining the demurrer. FACTS AND PROCEDURAL HISTORY Premier Refinishing, Inc. entered into a franchise agreement with respondent Nufinishpro Franchising LLC in 2018. The franchise agreement gave Premier the exclusive right to provide bathroom refinishing services in the San Luis Obispo area using Nufinishpro’s proprietary coating process. Nunes and Knudson owned Premier and signed the franchise agreement on the corporation’s behalf. The franchise agreement required Premier to operate pursuant to a detailed manual and to buy specific equipment and products from Nufinishpro. It prohibited marketing outside the designated territory. The agreement also required Nufinishpro’s written consent before “any assignment, transfer, sale or encumbrance” of Premier’s shares of stock.” This included transactions involving the “addition, withdrawal, or expulsion of any equity or other owner” of Premier. Nunes agreed to buy Knudson’s 50 percent interest in Premier when Knudson moved to Idaho in 2020. They signed a purchase agreement setting a price of $148,000 for Knudson’s 5000 shares of common stock. A dispute then arose when Nufinishpro accused Knudson of starting a competing business in Idaho, then trying to “extricate” himself from the franchise agreement by selling his interest in Premier to Nunes. It refused its consent to a stock transfer unless Nunes paid the purchase price to Nufinishpro instead of Knudson. Knudson demanded Nunes honor the purchase agreement and pay him. Nunes filed this interpleader action and deposited $148,000 with the court. Knudson demurred three times on the grounds