Background

Plaintiff Green Valley Corporation (“Plaintiff”) brings this action for specific performance against Yutaka Matsumoto (“Matsumoto”), as trustee of the Higashi Revocable Trust (“Trust”).

According to the allegations of the first amended complaint (“FAC”), Plaintiff is a small, closely held corporation. (FAC, ¶ 1.) In 1995, Plaintiff and Michael Higashi (“Higashi”), individually and as trustee of the Trust, entered into a Stock Redemption Agreement (“Agreement”). (Id. at ¶ 4.) Pursuant to the Agreement, as trustee, Higashi agreed to sell all 60 shares owned in Plaintiff, to Plaintiff for a proscribed price and at certain intervals over a period of years. (Id. at ¶ 5.) In 2002 the parties executed an amendment to the agreement to reflect a one to 1000 stock split and a resulting modified pricing structure. (Id. at Ex. B.) At that point, the Trust still held 28 shares, which became 28,000. (Ibid.). The new agreement specified that the redemption of all of the Trust’s remaining