Facts

Before Sept. 1, 2007, plaintiff Vos Industries Inc., doing business as Orange County Sandbagger Materials, and defendant Sandwood Enterprises Inc. (Sandwood), doing business as Orange County Sandbagger, jointly leased the property located at 2424North Batavia Street, in Orange, California. The two companies also shared some officers and directors and a post office box.

On Sept. 1, Vos Industries moved to 1325 California Street, in Perris, California. Vos Industries applied to have all its mail forwarded and the post office box it shared with Sandwood was closed. Although some of Sandwood's mail was inadvertently forwarded to the new address, it was quickly returned. Vos Industries also sent out accounts receivable statements to its customers at that time.

On Sept. 10, Sandwood conducted a stockholders meeting. At the meeting, the shareholders voted to replace a director, cross-claimant Wayne M. Vos, with defendant Traci Stewart. At the time, Wayne Vos was serving on the board for both Sandwood and Vos Industries. Wayne Vos then resigned form his positions as president, secretary, and treasurer of Sandwood. He remained as president and sole director of Vos Industries.

On Sept. 15, Vos Industries discovered that defendant Rick Tankersley, a Sandwood director, had reopened the shared post office box. According to Vos Industries, Tankersley claimed that he had bought the business. As a result of re-opening the post office box, Vos Industries' mail was no longer forwarded. Vos Industries demanded the return of the mail, but Sandwood did not do so.

On Sept. 21, Vos Industries' bank, Citizens Bank, contacted it to find out of Wayne Vos was still president of the company and to confirm receipt of the bank statement. On that same day, Vos Industries discovered that some customers had still been sending checks to the old address. Furthermore, because the operating names of the companies were so similar, some customers made checks out to both companies. In one instance, Vos Industries received a check from a customer owing to both companies. Vos Industries used the money pay its invoice and then immediately issued the customer a refund check with instructions to direct payment to Sandwood. Vos Industries claimed that Sandwood did not do the same under similar circumstances.

Vos Industries filed suit against Sandwood, Tankersley, and Stewart for conversion, constructive fraud, unjust enrichment, accounting, injunctive relief, appointment of receiver, and constructive trust.

Sandwood, Tankersely, and Stewart, who were joined by Wayne K. Vos (Wayne M. Vos' father), filed a cross-complaint against Vos Industries for unfair competition, interference with economic advantage, breach of fiduciary duty, elder abuse, quiet title, constructive trust, injunctive relief, restitution, declaratory relief, and appointment of a provisional director.

Wayne M. and Susan Vos then filed a cross-claim against Wayne K. and Jason Vos for breach of fiduciary duty, wrongful termination, and conspiracy.

PLAINTIFF'S CONTENTIONS:
Vos Industries contended that the bank statement was never received because it was returned to Citizens Bank. Having received the returned statement, Citizens Bank attempted to contact Vos Industries on the telephone line that Vos Industries previously shared with Sandwood and which Sandwood still used. According to Vos Industries, Sandwood told Citizens Bank that Wayne Vos was, in fact, not Vos Industries' president any longer. Vos Industries alleged that Tankersley misrepresented to Citizens Bank that he would contact Vos Industries. In fact, Vos Industries alleged, Tankersley kept the statement and refused to turn it over to Vos Industries. Vos Industries, also, alleged that Sandwood did not return payments to customers or forward them to Vos Industries when customers mistakenly sent payments to them.

Vos Industries also contended that Sandwood interfered with its employee relationships by telling employees and potential employees that employment with Vos Industries was undependable. Allegedly, Sandwood told these employees that Vos Industries executive would not be able to run the company from prison. Sandwood would then, Vos Industries alleged, offer those employees a position at Sandwood.

DEFENDANT'S CONTENTIONS:
The defendants claimed that Wayne M. Vos formed Vos Industries under false pretenses. According to the defendants, he told his father, Wayne K. Vos, that Vos Industries would hold part of Sandwood as a means of obtaining tax and insurance benefits for Sandwood. The true result, they claimed, was that Vos Industries misappropriated Sandwood customers and equipment.

Result

With regard to Vos Industries claim, the court found in favor of Sandwood, Tankersley, and Stewart. With regard to Wayne M. and Susan Vos' cross-claim, the court found in favor of Wayne K. and Jason Vos. With regard to the defendants' cross-claim, the court found that Wayne K. Vos was the sole owner of both Vos Industries and Sandwood. The court also found that Sandwood owned a phone number taken by Wayne M. Vos, that Sandwood had the sole right to use the name "Orange County Sandbagger," and that Wayne M. Vos had taken equipment of which Sandwood was the true of owner. Finally, the court awarded Wayne K. Vos unpaid pension benefits.