Preview
*2
“DOCUMENT: Judgment: [41401134)
CASE: S-CV-0036592
DATE: 12/14/2017
TRAINOR FAIRBROOK
JOHN D. FAIRBROOK (SBN
jfairbrook/@trainorfairbrook.com
105115) FILE
ei
Superior
roe
neeRoses
Court
e
fornia
980 Fulton Avenue Courty of Place
Sacramento,
Telephone:
California
(916)
95825
929-7000 DEC14 2017
Facsimile: (916) 929-7111
ws
alco
al oe
TEE
kem:5774001.1610323.2 PHECUT ie : Clerk )
By: K.Afdeding, Deputy/
WH
Attorneys for Defendants
g ye
ARSENAULT HOLDINGS, LLC; REAL f ee
HR
CAPITAL SOLUTIONS, INC.; RCS-
WINCHESTER, LLC; RCS-WINCHESTER GOLF,
~S
LLC; RCS-WINCHESTER LAND, LLC; RCS-
WINCHESTER HOSPITALITY, LLC; RCS-
CO
WINCHESTER DEVELOPMENT II, LLC; RCS-
ORCHARD PENRYN, LLC (DOE 1)
oO
10 SUPERIOR COURT OF CALIFORNIA
11 COUNTYOF PLACER
95825
929-7000
929-7114
FAIRBROOK
12
AVENUE
CALIFORNIA
Law
13 MANDARICH DEVELOPMENTS, a Case No. SCV0036592
(916)
At
(916)
California Corporation,
FULTON
Attorneys
TRAINOR
14
Telephone:
SACRAMENTO,
Facsimile:
Plaintiff,
980
15 JUDGMENT
v.
16
ARSENAULT HOLDINGS, LLC, a
17 Colorado limited liability company; REAL Complaint Filed: July 22, 2015
CAPITAL SOLUTIONS, INC., a Colorado Trial Date: October 23, 2017
18 corporation; RCS-WINCHESTER, LLC, a
Colorado limited liability company; RCS-
19 WINCHESTER GOLF, LLC, a Colorado
limited liability company; RCS-
20 WINCHESTER LAND, LLC, a Colorado
limited liability company; RCS-
21 WINCHESTER HOSPITALITY, LLC, a
Colorado limited liability company; RCS-
22 WINCHESTER DEVELOPMENT II,
LLC, a Colorado limited liability company;
23 MARCEL J.C, ARSENAULT, an
individual; PETER WELLS, an individual;
24 TAYLOR COX, an individual; DAVID
BENNETT, an individual; AMY
25 BENNETT, et al.,
26 Defendants.
27
28
JUDGMENT
Pm
This action came on regularly for trialon October 24, 2017, in Department 43 of the
above entitled court, the Honorable Michael Jones presiding. The attorneys appearing, Frank
Radoslovich and Kyle Wende, counsel for Plaintiff MANDARICH DEVELOPMENTS
BW
("Plaintiff"), and John Fairbrook, counsel for Defendants ARSENAULT HOLDINGS, LLC;
BP
REAL CAPITAL SOLUTIONS, INC.; RCS-WINCHESTER, LLC; RCS- WINCHESTER GOLF,
A
LLC; RCS-WINCHESTER LAND, LLC; RCS-WINCHESTER HOSPITALITY, LLC; RCS-
SND
WINCHESTER DEVELOPMENT II, LLC; RCS-ORCHARD PENRYN, LLC; DAVID
BENNETT and AMY BENNETT (collectively "Defendants").
OS
A jury of 12 persons was regularly impaneled and sworn to try said action. Witnesses on
Oo
the part of the Plaintiff and Defendants were sworn and examined, The jury heard the evidence,
TS
the arguments of counsel and instructions of the Court, and retired to consider their verdict.
$5825
929-7000
929-7114
FAIRBROOK
Subsequently, the jury returned to Court, and rendered its special verdicts, copies of which are
AVENUE
CALIFORNIA
DOH
Law
attached hereto as Exhibit A.
(916)
Al
(916)
FULTON
Altorneys
TRAINOR
Telephone:
SACRAMENTO,
Prior to trial,the Court considered Defendants' motion for summary adjudication. On
Facsimile:
980
AAR
February 28, 2017, the Court granted, in part, Defendants’ motion for summary adjudication of
issues. In particular, the Court found that Plaintiff'sfirst cause of action for breach of contract
against allnamed Defendants ARSENAULT HOLDINGS, LLC, REAL CAPITAL
A
SOLUTIONS, INC, and RCS-ORCHARD PENRYN, LLC had no merit. The Court also found
OeBk
that Plaintiff's third cause of action for intentional interference with prospective economic
ee
FS
advantage and fourth cause of action for intentional interference with contractual relations had no
PO
merit as against Defendants MARCEL J.C. ARSENAULT, PETER WELLS
|=
and TAYLOR COX.
wD
Following commencement of trial,on October 27, 2017 Plaintiff filed a dismissal without
BN BY
prejudice as to Defendants DAVID BENNETT and AMY BENNETT.
BY
WHEREFORE, by virtue of the law
NYY
and
FP
by reason of the premises aforesaid, itis
ordered, adjudged and decreed that judgment be entered as follows:
mA
NY
That judgment ishereby entered in favor of Defendants ARSENAULT HOLDINGS,
NA NN
LLC; REAL CAPITAL SOLUTIONS, INC.; RCS-WINCHESTER, LLC; RCS-WINCHESTER
NM
GOLF, LLC; RCS-WINCHESTER LAND, LLC; RCS-WINCHESTER HOSPITALITY, LLC;
eNY
JUDGMENT -1-
—
RCS-WINCHESTER DEVELOPMENT II,LLC; RCS-ORCHARD PENRYN, LLC; DAVID
BENNETT and AMY BENNETT and against Plaintiff MANDARICH DEVELOPMENTS.
LO
Plaintiff MANDARICH DEVELOPMENTS shall take nothing on the claims and causes of action
WY
set forth in Plaintiffs Complaint and Defendants shall be awarded costs of suit in the sum of
FB
$
NW
Attorneys' fees and costs to be determined in accordance with
DD
the Code of Civil Procedure
and California Rules of Court.
SM
Nf Ly
IT IS SO ORDERED.
6S
mo
Dated: Pee. /) 2917 |
FS
“7 OF THY “7 COURT
95825
929-7000
929-7114
FAIRBROOK
AVENUE
CALIFORNIA
OS
Law
(916)
At
(916)
FULTON
Altorneys
TRAINOR
Telephone:
SACRAMENTO,
Facsimile:
980
HABE
Ce
FS
BB
|=
HH
BH
YW
PF
YW
DH NY
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MN
oe IN
JUDGMENT -2-
FELED
rior Court ofCalifornia
Bape County of Pia
COVER SHEET
SUPERIOR COURT OF THE STATE OF CALIFORNIA
IN AND FOR THE COUNTY OF PLACER
Department 43 Case No. SCV0036592
(Space below for stamp
file only)
Mandarich Developments,
Plaintiff,
VS.
Arsenault Holdings, LLC, et al.
Defendant.
Michael W. Jones
Judge Presiding
[J] Instructions given
im Instructions refused or withdrawn or held
e Verdicts used
Verdicts not used
[J] Questions asked during trial
CI] Questions asked during deliberation
C] Juror deliberation brochure entitled, “Behind Closed Doors ...AGuide for
Jury Deliberations”
Consisting of \S pages herein.
Clerk:
VF-303 Breach of Contract—Contract Formation at Issue
MANDARICH DEVELOPMENTS, INC. v.ARSENAULT HOLDINGS, LLC
We answer the questions submitted to us as follows:
1. Did Defendant Arsenault Holdings, LLC communicate an offer to Mandarich
Developments fo enter into a contract on the terms set forth in the December 21, 2012
Term Sheet? . A
Yes No
ifyour answer to question 1 isyes, then answer question 2.Ifyou answered no, stop here,
answer no further questions, and have the presiding juror sign and date thisform.
2. Were the terms of the offer clear enough so that the parties could understand what each
was required to do?
Yes No
ifyour answer to question 2 is yes, then answer question 3.If you answered no, stop here,
answer no further questions, and have the presiding juror sign and date this form.
3. Did the partiesagree to give each other something of value?
Yes No
Ifyour answer to question 3 is yes, then answer question 4.Ifyou answered no, stop here,
answer no further questions, and have the presiding juror sign and date this form.
4. Did the partiesagree to the terms ofthe contract?
Yes No
ifyour answer to question 4 isyes, then answer question §.Ifyou answered no, stop here,
answer no further questions, and have the presiding juror sign and date this form.
§. Did Mandarich Developments do all,
or substantially all,of the significant things that the
contract required it
to do?
Yes No
ifyour answer to question 5 is yes, answer question 6. If you answered no, stop here,
answer no further questions, and have the presiding Juror sign and date the form.
6. Did Arsenault Holdings, LLC failto do something that the contract required itto do?
Yes No
or ;
Recorded this zo, of pwns j
20 JEL iat the hour of Qh.
Did Arsenault Holdings, LLC do something thatthe contract prohibited it fromdoing?
Yes CN
If your answer to either option for question 6 is yes, then answer question 7. If you
answered no to both options, stop here, answer no further questions, and have the
presiding juror sign and date thisform.
7. Was Mandarich Developments harmed by Arsenault Holdings, LLC’s breach of contract?
Yes No
ifyour answer to question 7 is yes, then answer question 8,Ifyou answered no, stop here,
answer no further questions, and have the presiding juror sign and date this form.
8. What are Mandarich Developments’ damages?
Lost profits;
$
9. Have Defendants proved that Mandarich Developments failed to take reasonable steps to
mitigate or reduce the damages caused by the Defendant’s breach of contract?
Yes No
Ifyour answer to question 9 is yes, then answer question 10. Ifyou answered no, stop
here, answer no further questions, and have the foreperson sign and date thisform.
10. What amount of Mandarich Developments’ damages could have been avoided if
Mandarich Developments had undertaken reasonable efforts to mitigate or reduce their
damages?
$0
TOTAL DAMAGES §
senor ut Dirt A
Dated: Nov 30 AOL ' /
After all verdict forms have been signed, notify the bailiffthat you are ready to present your
verdict in the courtroom.
c C
VF-303 Breach of Contract—Contract Formation at Issue
MANDARICH DEVELOPMENTS, ING. v.REAL CAPITAL SOLUTIONS, INC.
We answer the questions submitted to us as follows:
1. Did Defendant Real Capital Solutions, Inc. communicate an offer to Mandarich
Developments to enter into a contract on the terms set forth in the December 21, 2012
Term Sheet? J
Yes No
ifyour answer to question 1 isyes, then answer question 2.If you answered no, stop here,
answer no further questions, and have the presiding juror sign and date thisform.
2. Were the terms of the offer clear enough so that the parties could understand what each
was required to do?
Yes No
Ifyour answer to question 2 is yes, then answer question 3.Ifyou answered no, stop here,
answer no further questions, and have the presiding juror sign and date this form.
3. Did the parties agree to give each other something of vaiue? _
Yes No
ifyour answer to question 3 is yes, then answer question 4.Ifyou answered no, stop here,
answer no further questions, and have the presiding juror sign and date this form.
4, Did the parties agree to the terms ofthe contract?
Yes -_- No
ifyour answer to question 4 is yes, then answer question 5.Ifyou answered no, stop here,
answer no further questions, and have the presiding juror sign and date this form.
§. Did Mandarich Developments do all,or substantially all,of the significant things that the
contract required ittodo?
Yes No
ifyour answer to question § is yes, answer question 6. Ifyou answered no, stop here,
answer no further questions, and have the presiding Juror sign and date the form.
6. Did Real Capital Solutions, Inc.failto do something that the contract required it todo?
Yes : No
or : .
Did Real Capital Solutions, Inc.do something that the contract ie itfrom doing?
Recorded this..90°> day of taka,
20 Jat the hour of LEO perm
Yes No
if your answer to either option for question 6 Is yes, then answer question 7. If you
answered no to both options, stop here, answer no further questions, and have the
presiding juror sign and date thisform.
7. Was Mandarich Developments harmed by Real Capital Solutions, Inc.'s breach of
contract?
Yes No
Ifyour answer to question 7 Is yes, then answer question 8.If youanswered no, stop here,
answer no further questions, and have the presiding juror sign and date this form.
8. What are Mandarich Developments’ damages?
Lost profits:
3
§. Have Defendants proved that Mandarich Developments failed to take reasonable steps to
mitigate or reduce the damages caused by the Defendant’s breach of contract?
Yes : No
Ifyour answer to question 9 is yes, then answer question 10. Ifyou answered no, stop
here, answer no further questions, and have the foreperson sign and date thisform.
10. What amount of Mandarich Developments’ damages could ‘have been avolded if
Mandarich Developments had undertaken reasonable efforts to mitigate or reduce their
damages?
$ J
TOTAL DAMAGES$
Dated: a 30, AOI]
After all verdict forms have been signed, notify the bailiffthat you are ready to present your
verdict in the courtroom,
C C
VF-303 Breach of Contract—Contract Formation at Issue
MANDARICH DEVELOPMENTS, INC. v.RCS-WINCHESTER, LLC
We answer the questions submitted to us as follows:
4. Did Defendant RCS-Winchester, LLC communicate an offerto Mandarich Developments to
enter 7 contract on the terms setforth in the December 21, 2012 Term Sheet?
Yes No
If your answer to question 1 isyes, then answer question 2. Ifyou answered no, stop here,
answer no further questions, and have the presiding juror sign and date this form.
2. Were the terms ofthe offer clear enough so that the parties could understand what each
was roped todo?
Yes No
Ifyour answer to question 2 is yes, then answer question3. Ifyou answered no, stop here,
answer no further questions, and have the presiding juror sign and date this form.
3. Did the parties agree to give each other something of value?
Yes No
ifyour answer to question 3 is yes, then answer question 4. Ifyou answered no, stop here,
answer no further questions, and have the presiding juror sign and date this form.
4. Did the parties agree to the al of the contract?
Yes No
Ifyour answer to question 4 is yes, then answer question 5. Ifyou answered no, stop here,
answer no further questions, and have the presiding Juror sign and date this form.
§. Did Mandarich Developments do all,or substantially all,of the significant things that the
contract required itto do?
Yes : No
lfyour answer to question 5.is yes, answer question 6. If you answered no, stop here,
answer no further questions, and have the presiding juror sign and date the form.
6. Did RCS-Winchester, LLC failto do something that the contract required itto do?
Yes : No
or
Did RCS-Winchester, LLC do something thatthe contract prohibited itfrom doing?.
hy
Recorded this OO ay of _QitrinrP,
20 "1 ,at the hour of pam
Yes No
If your answer to either option for question 6 is yes, then answer question 7. If you
answered no to both options, stop here, answer no further questions, and have the
presiding juror sign and date thisform.
7. Was Mandarich Developments harmed by RCS-Winchester, LLC’s. breach ofcontract?
Yes No
if your answer te question 7 isyes, then answer question 8. Ifyou answered no, stop here,
answer no further questions, and have the presiding Juror sign and date this form.
8. What are Mandarich Developments’ damages?
Lost profits:
$
9. Have Defendants proved that Mandarich Developments failed to take reasonable steps to
mitigate or reduce the damages caused by the Defendant’s breach of contract?
Yes __No
Ifyour answer to question 9 is yes, then answer question 10. If ‘you‘answered no, stop
here, answer no further questions, and have the foreperson sign and date thisform.
10. What amount of Mandarich Developments’ damages could have been avoided if
Mandarich Developments had undertaken reasonable efforts to mitigate or reduce their
damages?
$ ]
TOTAL DAMAGES $
Signed: Bodie Da tid—
ater: NW Bo ord UV
After all verdict forms have been signed, notify the bailiffthat you are ready to present your
verdict in the courtroom.
VF-303 Breach of Contract—Contract Formation at Issue
MANDARICH DEVELOPMENTS, INC. v.RCS-WINCHESTER DEVELOPMENT Il,LLC
We answer the questions submitted to us as follows:
1. Did Defendant RCS-Winchester Development Hi,LLC communicate an offer to Mandarich
Developments to enter into a contract on the terms set forth in the December 21, 2012
Term Sheet?
Yes No
Ifyour answer to question 1 Isyes, then answer question 2. If you answered no, stop here,
answer no further questions, and have the presiding juror sign and date this form.
2. Were the terms ofthe offer clear enough so that the parties could understand what each
was required todo?
Yes No
Ifyour answer to question 2 is yes, then answer question 3. If you answered no, stop here,
answer no further questions, and have the presiding Juror sign and date this form.
3. Did the parties agree to give each other something of value?
Yes No
Ifyour answer to question 3 is yes, then answer question 4. Ifyou answered no, stop here,
answer no further questions, and have the presiding juror sign and date this form.
4, Did the parties agree to the terms ofthe contract?
Yes | No
Ifyour answer to question 4 is yes, then answer question 5.If you answered no, stop here,
answer no further questions, and have the presiding juror sign and date this form.
5. Did Mandarich Developments do all,or substantially all,of the significant things that the
contract required itto do?
Yes ___No
ifyour answer to question 5 is yes, answer question 6.If you answered no, stop here,
answer no further questions, and have the presiding juror sign and date the form.
6. Did RCS-Winchester Development Il,
LLC failto do something thatthe contract required it
to do?
Yes No .
or Recorded this 230” aay of Vice
CW
20 im) rat the hour of pe
cr ¢
Did RCS-Winchester Development Il,LLC do Something that the contract prohibited Itfrom
doing?
Yes No
If your answer to either option for question 6 is yes, then answer question 7. If you
answered no to both options, stop here, answer no further questions, and have the
presiding juror sign and date thisform.
7. Was Mandarich Developments harmed by RCS-Winchester Development fl,LLC’s breach
of contract?
Yes No
ifyour answer to question 7 isyes, then answer question 8.If you answered no, stop here,
answer no further questions, and have the presiding juror sign and date this form.
8. What are Mandarich Developments’ damages?
Lost profits:
$
9. Have Defendants proved that Mandarich Developments falled to take reasonable steps to
mitigate or reduce the damages caused by the Defendant's breach of contract?
_ Yes No
ifyour answer to question 9 is yes, then answer question 10. Ifyou answered no, stop
here, answer no further questions, and have the foreperson sign and date this form.
10. What amount of Mandarich Developments’ damages could have been avoided if
Mandarich Developments had undertaken reasonable efforts to mitigate or reduce their
damages?
$ |
TOTAL DAMAGES$
Dated: “ie 20, AOI]
After all verdict forms have been signed, notify the balliffthat you are ready to present your
verdict in the courtroom.
c c
VF-303 Breach of Contract—Contract Formation at Issue
MANDARICH DEVELOPMENTS, INC. v.RCS-WINCHESTER HOSPITALITY, LLC
We answer the questions submitted to us as follows:
1, Did Defendant RCS-Winchester Hospitality, LLC communicate an offer to Mandarich
Developments to enter into a contract on the terms set forth in the December 21, 2012
Term Sheet?
Yes No
ifyour answer to question 1 isyes, then answer question 2.If you answered no, stop here,
answer no further questions, and have the presiding juror sign and date this form.
2. Were the terms of the offer clear enough so that the parties could understand what each
was required to do?
Yes No
ifyour answer to question 2 is yes, then answer question 3.If you answered no, stop here,
answer no further questions, and have the presiding juror sign and date this form.
3. Did the parties agree to give each other something of value?
Yes No
ifyour answer toquestion 3 is yes, then answer question 4.Ifyou answered no, stop here,
answer no further questions, and have the presiding Juror sign and date this form.
4. Did the parties agree to the terms ofthe contract?
Yes _tCiCNOO
Ifyour answer to question 4 is yes, then answer question 5.If you answered no, stop here,
answer no further questions, and have the presiding juror sign and date this form.
5. Did Mandarich Developments do all,or substantially all,of the significant things that the
contract required ittode?
Yes No
If your answer to question 5 is yes, answer question 6. Ifyou answered no, stop here,
answer no further questions, and have the presiding juror sign and date the form.
6. Did RCS-Winchester Hospitality, LLC fail to do something that the contract required itto
do?
‘
Yes No
de |
or .
this 20" aay of LOL ViodZen, —
Recorded
20. 1.,at the hour of ZL Y em
C | oC
Did RCS-Winchester Hospitality, LLC do something that the contract prohibited itfrom
doing?
Yes No
If your answer to either option for question 6 Is yes, then answer question 7. If you
answered no to both options, stop here, answer no further questions, and have the
presiding juror sign and date thisform.
7, Was Mandarich Developments harmed by RCS-Winchester Hospitality, LLC’s breach of
contract?
Yes No
if your answer to question 7 is yes, then answer question 8.If you answered no, stop here,
answer no further questions, and have the presiding juror sign and date this form.
8. What are Mandarich Developments’ damages?
Lost profits:
$
9. Have Defendants proved that Mandarich Developments failed to take reasonable steps to
mitigate or reduce the damages caused by the Defendant's breach of contract?
Yes No
Ifyour answer to question 9 is yes, then answer question 10. Ifyou answered no, stop
here, answer no further questions, and have the foreperson sign and date thisform.
10. What amount of Mandarich Developments’ damages could have been avoided if
Mandarich Developments had undertaken reasonable efforts to mitigate or reduce their
damages?
$ |
TOTAL DAMAGES $e
stone Za LA toh
Dated: LUT
After all verdict forms have been signed, notify the bailiffthat you are ready to present your
verdict In the courtroom. “
C C
VF-303 Breach of Contract—Contract Formation at Issue
MANDARICH DEVELOPMENTS, INC. v.RCS-WINCHESTER LAND, LLC
We answer the questions submitted to us as follows:
4. Did Defendant RCS-Winchester Land, LLC communicate an offer to Mandarich
Developments to enter into a contract on the terms set forth in the December 21, 2012
Term Sheet?
Yes No
if your answer to question 1 is yes, then answer question 2.Ifyou answered no, stop here,
answer no further questions, and have the presiding juror sign and date this form.
2. Were the terms of the offer clear enough so that the parties could understand what each
was required to do? .
Yes No
ifyour answer to question 2 is yes, then answer question 3.Ifyou answered no, stop here,
answer no further questions, and have the presiding juror sign and date this form.
3. Did the parties agree to give each other something of value?
Yes No
ifyour answer to question 3 is yes, then answer question 4.Ifyou answered no, stop here,
answer no further questions, and have the presiding juror sign and date this form.
4. Did the parties agree to the terms ofthe contract?
Yes NO
Ifyour answer to question 4 is yes, then answer question 5.If you answered no, stop here,
answer no further questions, and have the presiding juror sign and date this form.
5. Did Mandarich Developments do all,or substantially all,of the significant things that the
contract required ittodo?
Yes No
ifyour answer to question 5 is yes, answer question 6. Ifyou answered no, stop here,
answer no further questions, and have the presiding Juror sign and date the form.
6. Did RCS-Winchester Land, LLC fail
to do something thatthe contract required it
to do?
Yes No
or
Did RCS-Winchester Land, LLC do something that the contract prohibited itfrom doing?
Recorded this Oey of OW ee.
20.\)_, at the hour of 20K, on
Yes . No
If your answer to either option for question 6 is yes, then answer question 7. If you
answered no to both options, stop here, answer no further questions, and have the
presiding juror sign and date thisform.
7. Was Mandarich Developments harmed by RCS-Winchester Land, LLC’s breach of
contract?
Yes No
Ifyour answer to question 7 Isyes, then answer question 8. Ifyou answered no, stop here,
answer no further questions, and have the presiding juror sign and date this form,
8. What are Mandarich Developments’ damages?
Lost profits:
$
9. Have Defendants proved that Mandarich Developments failed to take reasonable steps to
mitigate or reduce the damages caused by the Defendant's breach of contract?
Yes No
Ifyour answer to question 9 is yes, then answer question 10. Ifyou answered no, stop
here, answer no further questions, and have the foreperson sign and date thisform.
Preview
*2 “DOCUMENT: Judgment: [41401134) CASE: S-CV-0036592 DATE: 12/14/2017 TRAINOR FAIRBROOK JOHN D. FAIRBROOK (SBN jfairbrook/@trainorfairbrook.com 105115) FILE ei Superior roe neeRoses Court e fornia 980 Fulton Avenue Courty of Place Sacramento, Telephone: California (916) 95825 929-7000 DEC14 2017 Facsimile: (916) 929-7111 ws alco al oe TEE kem:5774001.1610323.2 PHECUT ie : Clerk ) By: K.Afdeding, Deputy/ WH Attorneys for Defendants g ye ARSENAULT HOLDINGS, LLC; REAL f ee HR CAPITAL SOLUTIONS, INC.; RCS- WINCHESTER, LLC; RCS-WINCHESTER GOLF, ~S LLC; RCS-WINCHESTER LAND, LLC; RCS- WINCHESTER HOSPITALITY, LLC; RCS- CO WINCHESTER DEVELOPMENT II, LLC; RCS- ORCHARD PENRYN, LLC (DOE 1) oO 10 SUPERIOR COURT OF CALIFORNIA 11 COUNTYOF PLACER 95825 929-7000 929-7114 FAIRBROOK 12 AVENUE CALIFORNIA Law 13 MANDARICH DEVELOPMENTS, a Case No. SCV0036592 (916) At (916) California Corporation, FULTON Attorneys TRAINOR 14 Telephone: SACRAMENTO, Facsimile: Plaintiff, 980 15 JUDGMENT v. 16 ARSENAULT HOLDINGS, LLC, a 17 Colorado limited liability company; REAL Complaint Filed: July 22, 2015 CAPITAL SOLUTIONS, INC., a Colorado Trial Date: October 23, 2017 18 corporation; RCS-WINCHESTER, LLC, a Colorado limited liability company; RCS- 19 WINCHESTER GOLF, LLC, a Colorado limited liability company; RCS- 20 WINCHESTER LAND, LLC, a Colorado limited liability company; RCS- 21 WINCHESTER HOSPITALITY, LLC, a Colorado limited liability company; RCS- 22 WINCHESTER DEVELOPMENT II, LLC, a Colorado limited liability company; 23 MARCEL J.C, ARSENAULT, an individual; PETER WELLS, an individual; 24 TAYLOR COX, an individual; DAVID BENNETT, an individual; AMY 25 BENNETT, et al., 26 Defendants. 27 28 JUDGMENT Pm This action came on regularly for trialon October 24, 2017, in Department 43 of the above entitled court, the Honorable Michael Jones presiding. The attorneys appearing, Frank Radoslovich and Kyle Wende, counsel for Plaintiff MANDARICH DEVELOPMENTS BW ("Plaintiff"), and John Fairbrook, counsel for Defendants ARSENAULT HOLDINGS, LLC; BP REAL CAPITAL SOLUTIONS, INC.; RCS-WINCHESTER, LLC; RCS- WINCHESTER GOLF, A LLC; RCS-WINCHESTER LAND, LLC; RCS-WINCHESTER HOSPITALITY, LLC; RCS- SND WINCHESTER DEVELOPMENT II, LLC; RCS-ORCHARD PENRYN, LLC; DAVID BENNETT and AMY BENNETT (collectively "Defendants"). OS A jury of 12 persons was regularly impaneled and sworn to try said action. Witnesses on Oo the part of the Plaintiff and Defendants were sworn and examined, The jury heard the evidence, TS the arguments of counsel and instructions of the Court, and retired to consider their verdict. $5825 929-7000 929-7114 FAIRBROOK Subsequently, the jury returned to Court, and rendered its special verdicts, copies of which are AVENUE CALIFORNIA DOH Law attached hereto as Exhibit A. (916) Al (916) FULTON Altorneys TRAINOR Telephone: SACRAMENTO, Prior to trial,the Court considered Defendants' motion for summary adjudication. On Facsimile: 980 AAR February 28, 2017, the Court granted, in part, Defendants’ motion for summary adjudication of issues. In particular, the Court found that Plaintiff'sfirst cause of action for breach of contract against allnamed Defendants ARSENAULT HOLDINGS, LLC, REAL CAPITAL A SOLUTIONS, INC, and RCS-ORCHARD PENRYN, LLC had no merit. The Court also found OeBk that Plaintiff's third cause of action for intentional interference with prospective economic ee FS advantage and fourth cause of action for intentional interference with contractual relations had no PO merit as against Defendants MARCEL J.C. ARSENAULT, PETER WELLS |= and TAYLOR COX. wD Following commencement of trial,on October 27, 2017 Plaintiff filed a dismissal without BN BY prejudice as to Defendants DAVID BENNETT and AMY BENNETT. BY WHEREFORE, by virtue of the law NYY and FP by reason of the premises aforesaid, itis ordered, adjudged and decreed that judgment be entered as follows: mA NY That judgment ishereby entered in favor of Defendants ARSENAULT HOLDINGS, NA NN LLC; REAL CAPITAL SOLUTIONS, INC.; RCS-WINCHESTER, LLC; RCS-WINCHESTER NM GOLF, LLC; RCS-WINCHESTER LAND, LLC; RCS-WINCHESTER HOSPITALITY, LLC; eNY JUDGMENT -1- — RCS-WINCHESTER DEVELOPMENT II,LLC; RCS-ORCHARD PENRYN, LLC; DAVID BENNETT and AMY BENNETT and against Plaintiff MANDARICH DEVELOPMENTS. LO Plaintiff MANDARICH DEVELOPMENTS shall take nothing on the claims and causes of action WY set forth in Plaintiffs Complaint and Defendants shall be awarded costs of suit in the sum of FB $ NW Attorneys' fees and costs to be determined in accordance with DD the Code of Civil Procedure and California Rules of Court. SM Nf Ly IT IS SO ORDERED. 6S mo Dated: Pee. /) 2917 | FS “7 OF THY “7 COURT 95825 929-7000 929-7114 FAIRBROOK AVENUE CALIFORNIA OS Law (916) At (916) FULTON Altorneys TRAINOR Telephone: SACRAMENTO, Facsimile: 980 HABE Ce FS BB |= HH BH YW PF YW DH NY YW MN oe IN JUDGMENT -2- FELED rior Court ofCalifornia Bape County of Pia COVER SHEET SUPERIOR COURT OF THE STATE OF CALIFORNIA IN AND FOR THE COUNTY OF PLACER Department 43 Case No. SCV0036592 (Space below for stamp file only) Mandarich Developments, Plaintiff, VS. Arsenault Holdings, LLC, et al. Defendant. Michael W. Jones Judge Presiding [J] Instructions given im Instructions refused or withdrawn or held e Verdicts used Verdicts not used [J] Questions asked during trial CI] Questions asked during deliberation C] Juror deliberation brochure entitled, “Behind Closed Doors ...AGuide for Jury Deliberations” Consisting of \S pages herein. Clerk: VF-303 Breach of Contract—Contract Formation at Issue MANDARICH DEVELOPMENTS, INC. v.ARSENAULT HOLDINGS, LLC We answer the questions submitted to us as follows: 1. Did Defendant Arsenault Holdings, LLC communicate an offer to Mandarich Developments fo enter into a contract on the terms set forth in the December 21, 2012 Term Sheet? . A Yes No ifyour answer to question 1 isyes, then answer question 2.Ifyou answered no, stop here, answer no further questions, and have the presiding juror sign and date thisform. 2. Were the terms of the offer clear enough so that the parties could understand what each was required to do? Yes No ifyour answer to question 2 is yes, then answer question 3.If you answered no, stop here, answer no further questions, and have the presiding juror sign and date this form. 3. Did the partiesagree to give each other something of value? Yes No Ifyour answer to question 3 is yes, then answer question 4.Ifyou answered no, stop here, answer no further questions, and have the presiding juror sign and date this form. 4. Did the partiesagree to the terms ofthe contract? Yes No ifyour answer to question 4 isyes, then answer question §.Ifyou answered no, stop here, answer no further questions, and have the presiding juror sign and date this form. §. Did Mandarich Developments do all, or substantially all,of the significant things that the contract required it to do? Yes No ifyour answer to question 5 is yes, answer question 6. If you answered no, stop here, answer no further questions, and have the presiding Juror sign and date the form. 6. Did Arsenault Holdings, LLC failto do something that the contract required itto do? Yes No or ; Recorded this zo, of pwns j 20 JEL iat the hour of Qh. Did Arsenault Holdings, LLC do something thatthe contract prohibited it fromdoing? Yes CN If your answer to either option for question 6 is yes, then answer question 7. If you answered no to both options, stop here, answer no further questions, and have the presiding juror sign and date thisform. 7. Was Mandarich Developments harmed by Arsenault Holdings, LLC’s breach of contract? Yes No ifyour answer to question 7 is yes, then answer question 8,Ifyou answered no, stop here, answer no further questions, and have the presiding juror sign and date this form. 8. What are Mandarich Developments’ damages? Lost profits; $ 9. Have Defendants proved that Mandarich Developments failed to take reasonable steps to mitigate or reduce the damages caused by the Defendant’s breach of contract? Yes No Ifyour answer to question 9 is yes, then answer question 10. Ifyou answered no, stop here, answer no further questions, and have the foreperson sign and date thisform. 10. What amount of Mandarich Developments’ damages could have been avoided if Mandarich Developments had undertaken reasonable efforts to mitigate or reduce their damages? $0 TOTAL DAMAGES § senor ut Dirt A Dated: Nov 30 AOL ' / After all verdict forms have been signed, notify the bailiffthat you are ready to present your verdict in the courtroom. c C VF-303 Breach of Contract—Contract Formation at Issue MANDARICH DEVELOPMENTS, ING. v.REAL CAPITAL SOLUTIONS, INC. We answer the questions submitted to us as follows: 1. Did Defendant Real Capital Solutions, Inc. communicate an offer to Mandarich Developments to enter into a contract on the terms set forth in the December 21, 2012 Term Sheet? J Yes No ifyour answer to question 1 isyes, then answer question 2.If you answered no, stop here, answer no further questions, and have the presiding juror sign and date thisform. 2. Were the terms of the offer clear enough so that the parties could understand what each was required to do? Yes No Ifyour answer to question 2 is yes, then answer question 3.Ifyou answered no, stop here, answer no further questions, and have the presiding juror sign and date this form. 3. Did the parties agree to give each other something of vaiue? _ Yes No ifyour answer to question 3 is yes, then answer question 4.Ifyou answered no, stop here, answer no further questions, and have the presiding juror sign and date this form. 4, Did the parties agree to the terms ofthe contract? Yes -_- No ifyour answer to question 4 is yes, then answer question 5.Ifyou answered no, stop here, answer no further questions, and have the presiding juror sign and date this form. §. Did Mandarich Developments do all,or substantially all,of the significant things that the contract required ittodo? Yes No ifyour answer to question § is yes, answer question 6. Ifyou answered no, stop here, answer no further questions, and have the presiding Juror sign and date the form. 6. Did Real Capital Solutions, Inc.failto do something that the contract required it todo? Yes : No or : . Did Real Capital Solutions, Inc.do something that the contract ie itfrom doing? Recorded this..90°> day of taka, 20 Jat the hour of LEO perm Yes No if your answer to either option for question 6 Is yes, then answer question 7. If you answered no to both options, stop here, answer no further questions, and have the presiding juror sign and date thisform. 7. Was Mandarich Developments harmed by Real Capital Solutions, Inc.'s breach of contract? Yes No Ifyour answer to question 7 Is yes, then answer question 8.If youanswered no, stop here, answer no further questions, and have the presiding juror sign and date this form. 8. What are Mandarich Developments’ damages? Lost profits: 3 §. Have Defendants proved that Mandarich Developments failed to take reasonable steps to mitigate or reduce the damages caused by the Defendant’s breach of contract? Yes : No Ifyour answer to question 9 is yes, then answer question 10. Ifyou answered no, stop here, answer no further questions, and have the foreperson sign and date thisform. 10. What amount of Mandarich Developments’ damages could ‘have been avolded if Mandarich Developments had undertaken reasonable efforts to mitigate or reduce their damages? $ J TOTAL DAMAGES$ Dated: a 30, AOI] After all verdict forms have been signed, notify the bailiffthat you are ready to present your verdict in the courtroom, C C VF-303 Breach of Contract—Contract Formation at Issue MANDARICH DEVELOPMENTS, INC. v.RCS-WINCHESTER, LLC We answer the questions submitted to us as follows: 4. Did Defendant RCS-Winchester, LLC communicate an offerto Mandarich Developments to enter 7 contract on the terms setforth in the December 21, 2012 Term Sheet? Yes No If your answer to question 1 isyes, then answer question 2. Ifyou answered no, stop here, answer no further questions, and have the presiding juror sign and date this form. 2. Were the terms ofthe offer clear enough so that the parties could understand what each was roped todo? Yes No Ifyour answer to question 2 is yes, then answer question3. Ifyou answered no, stop here, answer no further questions, and have the presiding juror sign and date this form. 3. Did the parties agree to give each other something of value? Yes No ifyour answer to question 3 is yes, then answer question 4. Ifyou answered no, stop here, answer no further questions, and have the presiding juror sign and date this form. 4. Did the parties agree to the al of the contract? Yes No Ifyour answer to question 4 is yes, then answer question 5. Ifyou answered no, stop here, answer no further questions, and have the presiding Juror sign and date this form. §. Did Mandarich Developments do all,or substantially all,of the significant things that the contract required itto do? Yes : No lfyour answer to question 5.is yes, answer question 6. If you answered no, stop here, answer no further questions, and have the presiding juror sign and date the form. 6. Did RCS-Winchester, LLC failto do something that the contract required itto do? Yes : No or Did RCS-Winchester, LLC do something thatthe contract prohibited itfrom doing?. hy Recorded this OO ay of _QitrinrP, 20 "1 ,at the hour of pam Yes No If your answer to either option for question 6 is yes, then answer question 7. If you answered no to both options, stop here, answer no further questions, and have the presiding juror sign and date thisform. 7. Was Mandarich Developments harmed by RCS-Winchester, LLC’s. breach ofcontract? Yes No if your answer te question 7 isyes, then answer question 8. Ifyou answered no, stop here, answer no further questions, and have the presiding Juror sign and date this form. 8. What are Mandarich Developments’ damages? Lost profits: $ 9. Have Defendants proved that Mandarich Developments failed to take reasonable steps to mitigate or reduce the damages caused by the Defendant’s breach of contract? Yes __No Ifyour answer to question 9 is yes, then answer question 10. If ‘you‘answered no, stop here, answer no further questions, and have the foreperson sign and date thisform. 10. What amount of Mandarich Developments’ damages could have been avoided if Mandarich Developments had undertaken reasonable efforts to mitigate or reduce their damages? $ ] TOTAL DAMAGES $ Signed: Bodie Da tid— ater: NW Bo ord UV After all verdict forms have been signed, notify the bailiffthat you are ready to present your verdict in the courtroom. VF-303 Breach of Contract—Contract Formation at Issue MANDARICH DEVELOPMENTS, INC. v.RCS-WINCHESTER DEVELOPMENT Il,LLC We answer the questions submitted to us as follows: 1. Did Defendant RCS-Winchester Development Hi,LLC communicate an offer to Mandarich Developments to enter into a contract on the terms set forth in the December 21, 2012 Term Sheet? Yes No Ifyour answer to question 1 Isyes, then answer question 2. If you answered no, stop here, answer no further questions, and have the presiding juror sign and date this form. 2. Were the terms ofthe offer clear enough so that the parties could understand what each was required todo? Yes No Ifyour answer to question 2 is yes, then answer question 3. If you answered no, stop here, answer no further questions, and have the presiding Juror sign and date this form. 3. Did the parties agree to give each other something of value? Yes No Ifyour answer to question 3 is yes, then answer question 4. Ifyou answered no, stop here, answer no further questions, and have the presiding juror sign and date this form. 4, Did the parties agree to the terms ofthe contract? Yes | No Ifyour answer to question 4 is yes, then answer question 5.If you answered no, stop here, answer no further questions, and have the presiding juror sign and date this form. 5. Did Mandarich Developments do all,or substantially all,of the significant things that the contract required itto do? Yes ___No ifyour answer to question 5 is yes, answer question 6.If you answered no, stop here, answer no further questions, and have the presiding juror sign and date the form. 6. Did RCS-Winchester Development Il, LLC failto do something thatthe contract required it to do? Yes No . or Recorded this 230” aay of Vice CW 20 im) rat the hour of pe cr ¢ Did RCS-Winchester Development Il,LLC do Something that the contract prohibited Itfrom doing? Yes No If your answer to either option for question 6 is yes, then answer question 7. If you answered no to both options, stop here, answer no further questions, and have the presiding juror sign and date thisform. 7. Was Mandarich Developments harmed by RCS-Winchester Development fl,LLC’s breach of contract? Yes No ifyour answer to question 7 isyes, then answer question 8.If you answered no, stop here, answer no further questions, and have the presiding juror sign and date this form. 8. What are Mandarich Developments’ damages? Lost profits: $ 9. Have Defendants proved that Mandarich Developments falled to take reasonable steps to mitigate or reduce the damages caused by the Defendant's breach of contract? _ Yes No ifyour answer to question 9 is yes, then answer question 10. Ifyou answered no, stop here, answer no further questions, and have the foreperson sign and date this form. 10. What amount of Mandarich Developments’ damages could have been avoided if Mandarich Developments had undertaken reasonable efforts to mitigate or reduce their damages? $ | TOTAL DAMAGES$ Dated: “ie 20, AOI] After all verdict forms have been signed, notify the balliffthat you are ready to present your verdict in the courtroom. c c VF-303 Breach of Contract—Contract Formation at Issue MANDARICH DEVELOPMENTS, INC. v.RCS-WINCHESTER HOSPITALITY, LLC We answer the questions submitted to us as follows: 1, Did Defendant RCS-Winchester Hospitality, LLC communicate an offer to Mandarich Developments to enter into a contract on the terms set forth in the December 21, 2012 Term Sheet? Yes No ifyour answer to question 1 isyes, then answer question 2.If you answered no, stop here, answer no further questions, and have the presiding juror sign and date this form. 2. Were the terms of the offer clear enough so that the parties could understand what each was required to do? Yes No ifyour answer to question 2 is yes, then answer question 3.If you answered no, stop here, answer no further questions, and have the presiding juror sign and date this form. 3. Did the parties agree to give each other something of value? Yes No ifyour answer toquestion 3 is yes, then answer question 4.Ifyou answered no, stop here, answer no further questions, and have the presiding Juror sign and date this form. 4. Did the parties agree to the terms ofthe contract? Yes _tCiCNOO Ifyour answer to question 4 is yes, then answer question 5.If you answered no, stop here, answer no further questions, and have the presiding juror sign and date this form. 5. Did Mandarich Developments do all,or substantially all,of the significant things that the contract required ittode? Yes No If your answer to question 5 is yes, answer question 6. Ifyou answered no, stop here, answer no further questions, and have the presiding juror sign and date the form. 6. Did RCS-Winchester Hospitality, LLC fail to do something that the contract required itto do? ‘ Yes No de | or . this 20" aay of LOL ViodZen, — Recorded 20. 1.,at the hour of ZL Y em C | oC Did RCS-Winchester Hospitality, LLC do something that the contract prohibited itfrom doing? Yes No If your answer to either option for question 6 Is yes, then answer question 7. If you answered no to both options, stop here, answer no further questions, and have the presiding juror sign and date thisform. 7, Was Mandarich Developments harmed by RCS-Winchester Hospitality, LLC’s breach of contract? Yes No if your answer to question 7 is yes, then answer question 8.If you answered no, stop here, answer no further questions, and have the presiding juror sign and date this form. 8. What are Mandarich Developments’ damages? Lost profits: $ 9. Have Defendants proved that Mandarich Developments failed to take reasonable steps to mitigate or reduce the damages caused by the Defendant's breach of contract? Yes No Ifyour answer to question 9 is yes, then answer question 10. Ifyou answered no, stop here, answer no further questions, and have the foreperson sign and date thisform. 10. What amount of Mandarich Developments’ damages could have been avoided if Mandarich Developments had undertaken reasonable efforts to mitigate or reduce their damages? $ | TOTAL DAMAGES $e stone Za LA toh Dated: LUT After all verdict forms have been signed, notify the bailiffthat you are ready to present your verdict In the courtroom. “ C C VF-303 Breach of Contract—Contract Formation at Issue MANDARICH DEVELOPMENTS, INC. v.RCS-WINCHESTER LAND, LLC We answer the questions submitted to us as follows: 4. Did Defendant RCS-Winchester Land, LLC communicate an offer to Mandarich Developments to enter into a contract on the terms set forth in the December 21, 2012 Term Sheet? Yes No if your answer to question 1 is yes, then answer question 2.Ifyou answered no, stop here, answer no further questions, and have the presiding juror sign and date this form. 2. Were the terms of the offer clear enough so that the parties could understand what each was required to do? . Yes No ifyour answer to question 2 is yes, then answer question 3.Ifyou answered no, stop here, answer no further questions, and have the presiding juror sign and date this form. 3. Did the parties agree to give each other something of value? Yes No ifyour answer to question 3 is yes, then answer question 4.Ifyou answered no, stop here, answer no further questions, and have the presiding juror sign and date this form. 4. Did the parties agree to the terms ofthe contract? Yes NO Ifyour answer to question 4 is yes, then answer question 5.If you answered no, stop here, answer no further questions, and have the presiding juror sign and date this form. 5. Did Mandarich Developments do all,or substantially all,of the significant things that the contract required ittodo? Yes No ifyour answer to question 5 is yes, answer question 6. Ifyou answered no, stop here, answer no further questions, and have the presiding Juror sign and date the form. 6. Did RCS-Winchester Land, LLC fail to do something thatthe contract required it to do? Yes No or Did RCS-Winchester Land, LLC do something that the contract prohibited itfrom doing? Recorded this Oey of OW ee. 20.\)_, at the hour of 20K, on Yes . No If your answer to either option for question 6 is yes, then answer question 7. If you answered no to both options, stop here, answer no further questions, and have the presiding juror sign and date thisform. 7. Was Mandarich Developments harmed by RCS-Winchester Land, LLC’s breach of contract? Yes No Ifyour answer to question 7 Isyes, then answer question 8. Ifyou answered no, stop here, answer no further questions, and have the presiding juror sign and date this form, 8. What are Mandarich Developments’ damages? Lost profits: $ 9. Have Defendants proved that Mandarich Developments failed to take reasonable steps to mitigate or reduce the damages caused by the Defendant's breach of contract? Yes No Ifyour answer to question 9 is yes, then answer question 10. Ifyou answered no, stop here, answer no further questions, and have the foreperson sign and date thisform.