Lin v. United Venture Regional Center LLC

Background

The parties submitted a joint stipulation and motion for dismissal based on a settlement agreement. The agreement states that the plaintiffs had sued the defendants over a project involving a hotel and restaurant at 1625 French Camp Turnpike in Stockton, California. It identifies claims for breach of contract, breach of the duty of good faith and fair dealing, fraud, negligent misrepresentation, quiet title, and declaratory relief.

The agreement states that the plaintiffs became limited partners of BRCA Stockton, LP, while Brevia Inn and Restaurant, LLC operated the hotel and restaurant. It also states that the business was not profitable in its early years and that Joe Wu contributed capital to keep it operating. These statements appear in the parties’ settlement agreement; the order does not make findings about the truth of the underlying allegations.

Settlement terms

The parties agreed to list and sell the property and business. Unless all parties agreed otherwise in writing, the initial listing price would be at least $4,700,000, and the parties would accept a qualified offer producing at least $4,000,000 in net sales proceeds. If marketing for at least three months did not produce such an offer, the minimum listing price would be reduced by an amount agreed to by Joe Wu and Lei Chen, by at least 2% per month, until a qualified offer was received. The parties agreed not to accept an offer producing less than $3,750,000 unless they agreed otherwise in writing.

For a sale producing at least $3,750,000 in net sales proceeds, the plaintiffs would receive $2,500,000, United Venture Regional Center, LLC would receive $1,217,517.31, and any amount above $3,750,000 would be divided equally between the plaintiffs and United Venture Regional Center, LLC. If the net sales proceeds were less than $3,750,000 after the required marketing, the plaintiffs would receive 70 percent and United Venture Regional Center, LLC would receive 30 percent.

The agreement also provided for an 8-percent management fee on 2020 gross sales, a $50,000 reserve for certain expenses related to the sale or dissolution of BRCA Stockton, LP, steps to dissolve BRCA Stockton, LP, and removal of any lien or encumbrance caused by the defendants. Lei Chen of PE Technologies, Inc. would represent the plaintiffs in decisions about the sale and distribution of proceeds. The plaintiffs agreed to release the recorded notice concerning the lawsuit against the property, and the parties agreed not to make negative, disparaging, defamatory, or libelous statements about one another, subject to stated exceptions.

Ruling

The court granted the parties’ joint stipulation and motion to dismiss with prejudice. “With prejudice” means the dismissed claims cannot be brought again. The court dismissed all claims and ordered each party to bear its own attorneys’ fees, expenses, and costs.

The court further ordered that it retain jurisdiction to enforce the settlement agreement and joint stipulation. The order therefore resolved the lawsuit through the parties’ settlement while preserving the court’s authority to address enforcement of the settlement terms. The text contains no ruling on the merits of the underlying claims. Judge Nathanael Cousins entered the order on May 6, 2020.