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Contracts
Breach of Contract
Fraud

TrinityFirst Almond Partners, LLC; TrinityFirst Investment Company, LLC; TrinityFirst Almond Managers, LLC; Trinitas Warnerville, LLC; Trinitas Warnerville Manager, LLC; Trinitas Partners, LLC v. Benjamin Hardister; Karen Hardister; and Does 1 through 20, Inclusive

Published: Apr. 19, 2014 | Result Date: Dec. 11, 2013 | Filing Date: Jan. 1, 1900 |

Case number: 665254 Settlement –  $4,000,000 on cross-complaint

Court

Stanislaus Superior


Attorneys

Plaintiff

Robert R. Riggs

Kenneth S. Katzoff

Stephen G. Preonas
(Katzoff & Riggs LLP)


Defendant

Michael J. Dyer

Dustin J. Dyer


Facts

TrinityFirst Almond Partners LLC, TrinityFirst Investment Company LLC, TrinityFirst Almond Managers LLC, Trinitas Warnerville LLC, Trinitas Warnerville Manager LLC and Trinitas Partners LLC sued Benjamin Hardister and Karen Hardister in connection with real estate transactions.

Contentions

PLAINTIFFS/CROSS-DEFENDANTS' CONTENTIONS:
In 2007, during a Christian Men's Conference, William Hooper, along with Ryon Patton and David Dias, met Benjamin Hardister where they talked about a land investment opportunity. Dias, Patton, and Hooper were tasked with obtaining capital, setting up the business entities and investments. Meanwhile, Hardister was tasked with finding water and transforming the land to almond plantations. Their business relationship essentially gave Hooper the final decision-making ability regarding the investment as the managing member, while Patton and Dias, as Hooper's partners, helped Hooper with management and raising the capital.

In March 2008, Hooper created TrinityFirst Almond Partners LLC, and assigned a contract to buy a 982-acre of land in Oakdale from Hardister. Later, Hooper created Trinitas Warnernerville LLC to develop and own a 369-acre of land that Hardister just purchased in Oakdale near Warnerville Rd. In order to develop this second land, Hooper assigned another contract.

TrinityFirst and Hardister objected to the contract involving the purchase of the 982-acre land in Oakdale. Hardister alleged that Hooper and the others' actions regarding the contract was fraudulent and constituted a breach of contract. Trinitas Warnerville and Hardister also challenged the second contract concerning the second purchase of land.

In 2011, plaintiffs sued Hardister and his wife, Karen, for fraud and breach of contract. In response, the Hardisters sued Hooper, Dias, Patton, TrinityFirst and Trinitas Cos. and other defendants for breach of contract and fraud concerning the sale of both parcels of land. The trial court ultimately consolidated the lawsuits.

Plaintiffs/cross-defendants contended that Hardister breached the contract when he failed to provide TrinityFirst with 982 plantable acres. Concerning the second property, plaintiffs/cross-defendants contended that Hardister failed to make the required capital contributions to allow him to participate in the joint venture. And having completed their part of the bargain, plaintiffs/cross-defendants claimed that it was Hardister who should be liable for fraud and breach of contract.

DEFENDANTS/CROSS-COMPLAINANTS' CONTENTIONS:
Hardister contended that the contract called for the delivery of 982 acres, not plantable acres, which he did deliver. Concerning the second property, Hardister denied plaintiffs/cross-defendants' characterization of the purported joint venture between himself and Trinitas Warnerville. He contended that he was not required to contribute to the capital. He also contended that the individual cross-defendants, Hooper, Patton, and Dias, each told him lies to take advantage of him in an effort to kick him out of the investments without paying him.
Hardister claime that it was plaintiffs/cross-defendants that committed fraud and failed to follow the contracts between them.

Settlement Discussions

The Hardisters submitted a CCP 998 offer to settle for $7.5 million, which the other side countered with $75,000 cash payment, combined with $225,000 interest in TrinityFirst.

Result

Regarding TrinityFirst's claims against the Hardisters concerning the first contract involving the larger parcel, the jury did not find the Hardisters liable. Regarding the Hardister's cross-claim against cross-defendants concerning both parcels, the jury found plaintiffs/cross-defendants liable for fraud and breach of contract. The jury then awarded the Hardisters damages totaling $2,860,207. The jury also determined that they were entitled to punitive damages for TrinityFirst and the individual cross-defendants' actions. However, the parties reached a $4 million settlement before the trial court entered the punitive damages phase.


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