United States District Court, C.D. California
FINDINGS OF FACT AND CONCLUSIONS OF LAW
JOSEPHINE L. STATON, UNITED STATES DISTRICT JUDGE
a four-day jury trial in this matter, the Court issues the
following findings of fact and conclusions of law pursuant to
Federal Rule of Civil Procedure 52. To the extent that any
findings of fact are included in the Conclusions of Law
section, they shall be deemed findings of fact, and to the
extent that any conclusions of law are included in the
Findings of Fact section, they shall be deemed conclusions of
FINDINGS OF FACT
Plaintiff Donald Okada and Defendant Mark Whitehead were
business partners who formed Beverly Hillbillys, LLC to
acquire a piece of land located in Beverly Hills, California.
(Stip. ¶ 5.1, Doc. 226.)
Okada and Whitehead also formed an entity called Cheap as
Chips LLC for the purpose of buying and selling real estate
and/or investing in real estate development. (Stip. ¶
5.5, Doc. 226; 12/5 Tr. Vol. 1 at 92:1-3, Doc. 255.)
Okada and Whitehead also jointly purchased a property located
in Newport Beach, California (“Ocean Ridge”).
Both Whitehead and Okada had a 50% share in Ocean Ridge.
(12/5 Tr. Vol. 1 at 92:7-9, 93:2-5, Doc. 255; Stip. ¶
5.2, Doc. 226.) Okada and Whitehead agreed that Whitehead and
his family could reside in Ocean Ridge so long as Whitehead
was responsible for the monthly mortgage and homeowners'
association dues payments. (12/7 Tr. Vol. 2 at 21:23-22:4,
Around Spring 2014, Okada brought two separate lawsuits
against Whitehead. One lawsuit was over the breach of a
promissory note (the “Whitehead Action”) while
the other lawsuit concerned Cheap as Chips, LLC (the
“CAC Action”). (Stip. ¶ 5.6, Doc. 226; Tr.
Vol. 1 at 101:4-15, Doc. 255; 12/7 Tr. Vol. 2 at 22:17-23:21;
23:22-24:21, Doc. 257.)
Beginning in late 2013, a group of international investors
called Kamprad Venture Capital, LP and Premium Invest,
Limited (collectively, “Kamprad”) offered to
purchase Beverly Hillbillys LLC in exchange for $1.2 million,
a promissory note in the amount of $2, 319, 110 and a 100%
equity ownership interest in Rockford Investment, Inc.
(“Rockford”), a Belizean real estate holding
company. (Stip. ¶ 5.7, Doc. 226; 12/5 Vol. 1,
Rockford owned five Dominican Republic corporate entities
called SHR SOLAR 24, SHR SOLAR 134, SHR SOLAR 135, SHR SOLAR
136 and SHR SOLAR 137 (collectively, the “SHR SOLAR
Companies”). (Stip. ¶ 5.8, Doc. 226; 12/5 Tr. Vol.
1 at 102:20-25, Doc. 255.) The SHR SOLAR Companies, in turn,
owned a series of real property lots in the Dominican
Republic that were collectively called the Lions Gate Mansion
(“Lions Gate”). (Stip. ¶ 5.8, Doc. 226; 12/5
Tr. Vol. 1 at 103:1-4, Doc. 255.)
Okada was not initially interested in the terms offered by
Kamprad, but Whitehead repeatedly attempted in January
through March 2014 to persuade Okada to accept that deal.
(Stip. ¶ 5.9, Doc. 226; 12/5 Tr. Vol. 1 at 103:12-19,
Okada and Whitehead engaged in settlement discussions to
resolve all outstanding issues between the parties, including
the sale of Beverly Hillbillys LLC to Kamprad in exchange for
cash, a promissory note and ownership of Rockford. (Stip.
¶ 5.10, Doc. 226; 12/5 Tr. Vol. 1 at 107:13-19, Doc.
Kamprad used the services of a Dominican Republic attorney
named Guido Perdomo and his law firm Perdomo Law for Lions
Gate and the SHR SOLAR Companies. (Stip. ¶ 5.11, Doc.
226; Trial Exh. 200 ¶ 13; 12/5 Tr. Vol. 2 at 8:12-9:7;
Perdomo Tr. at 14:18-16:15.)
Whitehead reached out to Perdomo to obtain information about
Lions Gate. (Stip. ¶ 5.13, Doc. 226; Perdomo Tr.
During the parties' negotiations over the Settlement
Agreement, the parties agreed that Rockford would be managed
by a third party administrator, mutually agreed upon to be
Perdomo, pursuant to written instructions jointly provided by
Okada and Whitehead until the $950, 000 obligation was paid
off. (Stip. ¶¶ 5.28-5.29, Doc. 226.)
July 31, 2014, Okada and Whitehead entered into a Settlement
Agreement and General Release (“Settlement
Agreement”). (Stip. ¶ 5.28, Doc. 226.) The Court
incorporates by reference the terms of the Settlement
Agreement (Trial Exh. 5).
Under the Settlement Agreement, Whitehead was to record
Okada's first priority lien against Lions Gate within 24
hours after the closing of the Beverly Hillbillys LLC-Kamprad
transaction. (Summary Judgment Order at 9-13, Doc. 183.)
August 13, 2014, Okada and Whitehead executed the First
Amendment to Settlement Agreement (“First
Amendment”). The Court incorporates by reference the
terms of the First Amendment (Trial Exh. 12).
Beverly Hillbillys LLC-Kamprad transaction closed on August
15, 2014. (Stip. ¶ 5.33, Doc. 226.)
or around August 15, 2014, Okada and Whitehead each received
their monetary consideration from the Beverly Hillbillys
LLC-Kamprad transaction, and their respective ownership
interests in Rockford were conveyed by Kamprad to Perdomo to
be held in trust for Okada and Whitehead. (Stip. ¶ 5.34,
Okada fully performed all of his obligations under the
Settlement Agreement. Specifically, (1) Okada filed a Notice
of Conditional Settlement of Entire Case in the CAC Action
and that lawsuit was suspended; (2) Okada has never sought to
enforce his Stipulated Judgment in the Whitehead Action; (3)
on August 15, 2014, Okada transferred all legal and ownership
interest in Ocean Ridge to Whitehead and Whitehead's wife
through a grant deed; (4) Whitehead has never presented a
claim for indemnification to Okada, nor is Okada aware of any
action pending against Whitehead for acts committed by Okada;
(5) Okada and Whitehead evenly split the costs regarding
various tax liabilities and expenses relating to Beverly
Hillbillys LLC and Cheap As Chips, LLC; and (6) Okada filed
all the ...