Facts

In 2000, OSO Trabuco LLC entered into a "master agreement" with The Bixby Co. whereby Bixby agreed to entitle and sell several parcels of property owned by OSO in the City of Hercules. In addition, the contract stated that sales proceeds would be divided in stages to either OSO or Bixby. The agreement also included a right of assignment. The parties amended the contract in writing on three occasions.

In 2008, OSO filed a claim against Bixby, alleging breach of contract. Bixby cross-claimed for unjust enrichment and breach of fiduciary duty.

CLAIMANT'S CONTENTIONS:
Claimant argued that respondent was required to pay the sales proceeds it was owed pursuant to the agreement. Claimant further contended that the parties had never agreed to become partners or to enter into a joint venture.

RESPONDENT'S CONTENTIONS:
Respondent contended that the parties amended the contract orally which altered the relationship between the parties. Respondents claimed that the parties had a fiduciary relationship and entered into a joint venture based on their pursuit of a common goal and investments of capital in development.

Damages

Claimant sought $1.65 million, interest, costs, and fees. Respondent requested $7.5 million on the cross-claim.

Result

The arbitrator granted claimant $2,378,648 and denied respondent's claim.