18CV-0586 Sheppel Amended

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Michael W. McCann (CSB #095748)
LAW OFFICES OF MICHAEL W. MCCANN
15 W. Carrillo Street, Suite 220
FILED
Santa Barbara, CA 93101 10/26/2018 2:09 PM
Telephone: (805) 567-7457
Email: michael@mmccann1aw.com SAI
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Attorneys for Plaintiffs
SUPERIOR COURT OF THE STATE OF CALIFORNIA
IN AND FOR THE COUNTY OF SAN LUIS OBISPO
10
11 RUSSELL MARK SHEPPEL, individually and ) C356 N0- 18CV-0586

in his capacity as Trustee of the Russell M. )
12 Sheppel 2010 Separate Property Trust, and )
Trustee of the Russell M. Shepp612009 ) FIRST AMENDED COMPLAINT

13 )
Irrevocable Trust; and SHEPPEL
ENTERPRISES, LP, a California limited
) DEMAND FOR JURY TRIAL
14 )
partnership, )
15 )
Plaintiffs, )
16 )
)
V.
17 )
)
18 JOHN W. BELSHER, an individual; RYAN )
JOSEPH PETETIT, an individual; PB )
19 COMPANIES, LLC, a California limited )
liability company; TAYLOR JUDKINS, an )
20 individual; JWR PARTNERS, LLC, a )
California limited liability company; LAS )
21 TABLAS VILLAS, LLC, a California limited )
liability company; TOAD CREEK HOMES, )
22 LLC, a California limited liability company; and )
DOES 1 through 20, inclusive,
23 3
Defendants. )
24 )
25
26 Plaintiffs RUSSELL MARK SHEPPEL, individually and in his capacity as Trustee of the
27 Russell M. Sheppel 2010 Separate Property Trust and as Trustee of the Russell M. Sheppel 2009
28 Irrevocable Trust; and SHEPPEL ENTERPRISES, LP, a California limited partnership, allege:
FIRST AMENDED COMPLAINT: Page 1

1 JURISDICTIONAL ALLEGATIONS
2 1. Plaintiff Russell Mark Sheppel is a resident of Santa Barbara County, California.
3 Plaintiff Sheppel is Trustee of the Russell M. Sheppel 2010 Separate Property Trust, and of the
4 Russell M. Sheppel 2009 Irrevocable Trust. This First Amended Complaint will refer to Russell
5 Mark Sheppel in his individual capacity as “Sheppel,” and in his capacity as Trustee of the 2010
6 Separate Property Trust and 2009 Irrevocable Trust as “Sheppel-Trustee.”
7 2. Plaintiff Sheppel Enterprises, LP (“Sheppel Enterprises”), is a California limited
8 partnership (California Secretary of State number 200506600002) formed in 2005, with its principal
9 place of business in Santa Clara County, California. The general partner of Sheppel Enterprises is
10 Sheppel Limited Liability Company, a California limited liability company whose sole member is
11 plaintiff Sheppel. Sheppel-Trustee is a limited partner of Sheppel Enterprises.
12 3. Defendant John W. Belsher is a resident of San Luis Obispo County, California.
13 Belsher is an attorney, licensed to practice law in California since 1982 (State Bar No. 103088), with
14 his office in San Luis Obispo, California. At all times relevant to this action, Belsher had an
15 attorney-client relationship with plaintiffs Sheppel, Sheppel-Trustee, and Sheppel Enterprises. In
16 addition, Belsher is a licensed California real estate broker (license number 01989100), with his
17 principal office in San Luis Obispo, California. At some point after becoming plaintiffs’ attorney,
18 defendant Belsher also entered into a broker-client relationship with plaintiffs. That broker-client
19 relationship continues to this day.
20 4. Defendant Ryan Joseph Petetit is a resident of San Luis Obispo County, California.
21 He claims to be a real estate developer.
22 5. Defendant Taylor Judkins is a resident of San Luis Obispo County, California.
23 6. Defendant JWR Partners, LLC, is a California limited liability company (California
24 Secretary of State number 201616810193) formed in 2016, with its principal place of business in
25 San Luis Obispo County, California. Defendant Judkins is a manager and member of defendant
26 JWR.
27 7. Plaintiffs allege on information and belief that defendant JWR Partners is the alter
28 ego of defendant Judkins, in that: (a) a unity of interest exists between Judkins and JWR Partners;

1 (b) JWR Partners is a mere shell and conduit for Judkins’s affairs, is inadequately capitalized, and
2 fails to abide by the formalities of a limited liability company’s separate existence; (c) Judkins uses
3 JWR Partners’ assets as his own; and (d) adherence to the fiction of the separate existence of JWR
4 Partners and Judkins would promote fraud or other injustice
5 8. Defendant PB Companies, LLC (“PB Companies”), is a California limited liability
6 company (California Secretary of State number 201206810312) formed in 2012, with its principal
7 place of business in San Luis Obispo County, California. At all times relevant to this action, the
8 members and managers of PB Companies have been either: (a) defendant Belsher, or (b) defendant
9 Belsher and defendant Petetit. The address of PB Companies’ principal place of business is the same
10 as the address of defendant Belsher’s law office. Plaintiffs allege on information and belief that
11 defendant Petetit was PB Companies’ CEO until December 2015, when he resigned after being
12 arrested and criminally charged with domestic violence, charges that were still pending as of the date
13 this action was filed.
14 9. Plaintiffs allege on information and belief that defendant PB Companies is the alter
15 ego of defendants Belsher and Petetit, in that: (a) a unity of interest exists between Belsher and
16 Petetit, on the one hand, and PB Companies, on the other; (b) PB Companies is a mere shell and
17 conduit for Belsher’s and Petetit’s affairs, is inadequately capitalized, and fails to abide by the
18 formalities of a limited liability company’s separate existence; (c) Belsher and Petetit use PB
19 Companies’ assets as their own; and (d) adherence to the fiction of the separate existence of PB
20 Companies will promote fraud or other injustice.
21 10. Defendant Las Tablas Villas, LLC, is a California limited liability company
22 (California Secretary of State number 201234610233) formed in 2012, with its principal place of
23 business in San Luis Obispo County, California.
24 11. Defendant Toad Creek Homes, LLC, is a California limited liability company
25 (California Secretary of State number 201232410120) formed in 2012, with its principal place of
26 business in San Luis Obispo County, California.
27 12. Plaintiffs do not know the true names and capacities of defendants sued as DOES 1
28 through 20, inclusive, and therefore sue those defendants by the use of fictitious names, under Code

1 of Civil Procedure section 474. Plaintiffs will seek leave to amend this First Amended Complaint to
2 allege the DOE defendants’ true names and capacities when ascertained. Plaintiffs allege on
3 information and belief that each fictitiously named defendant is responsible in some manner for the
4 occurrences alleged herein, and that the harm suffered by plaintiffs was proximately caused by their
5 conduct.
6 13. Plaintiffs allege on information and belief that at all times relevant to this action, each
7 defendant was the agent or employee of each and every other defendant, and was acting in the course
8 of such agency or employment.
9 14. Plaintiffs’ damages exceed this court’s jurisdictional minimum.

10 FACTUAL ALLEGATIONS
11 15. Plaintiff Sheppel formerly practiced dentistry in California, primarily in Santa
12 Barbara and San Luis Obispo Counties, from 1982 until his retirement in 1996.
13 16. Beginning in the 1980s, while he was actively practicing dentistry, plaintiff Sheppel
14 sought legal advice from defendant Belsher about legal issues associated with his dental practice and
15 other business interests, about real property investments, and about other similar matters, because
16 Belsher held himself out as a business lawyer. Plaintiff trusted and relied on defendant Belsher as
17 their attorney, financial advisor, and, eventually, friend.
18 17. Plaintiff Sheppel had a lucrative dental practice. Through his attorney-client
19 relationship with Sheppel, defendant Belsher became aware of Sheppel’s finances. In violation of
20 his fiduciary duties to his client, defendant Belsher systematically set out to exploit plaintiff
21 Sheppel’s financial wherewithal for the benefit of himself, defendant PB Companies, and defendant
22 Petetit.
23 18. Through his attorney-client relationship with plaintiff Sheppel, defendant Belsher also
24 learned that in addition to income from his dental practice, Sheppel had assets from his family,
25 which Belsher advised Sheppel to mortgage or liquidate in order to invest in defendants’ real estate
26 deals.
27 19. Specifically, defendant Belsher solicited Sheppel and Sheppel-Trustee – along with
28 various entities that Sheppel or Sheppel-Trustee formed on the advice and with the assistance of

1 Belsher, or which Belsher himself formed for Sheppel or Sheppel-Trustee (including but not limited
2 to plaintiff Sheppel Enterprises) – to invest in various real estate deals that defendants Belsher, PB
3 Companies, and Petetit put together. Belsher and Petetit convinced plaintiffs to put up real property
4 and hundreds of thousands of dollars in “up front” money, based on illusory promises of significant
5 return on investment. Belsher failed to comply with the requirements of Rule 3-300 of the California
6 Rules of Professional Conduct prior to soliciting plaintiffs’ participation in those investments. In
7 soliciting plaintiffs’ investments in defendants’ real estate development projects, defendant Belsher
8 also violated California Business and Professions Code section 10176, subdivisions (a) through (e),
9 (g), (i), and (m), pertaining to real estate licensees in California.

10 20. Plaintiffs allege on information and belief that defendant Belsher had an attorney-
11 client relationship with defendants Petetit and PB Companies while he also had an attorney-client
12 relationship with plaintiffs, and that in the real estate investments in which plaintiffs, Petetit, and PB
13 Companies participated, their interests were adverse. Belsher failed to comply with the requirements
14 of Rule 3-310 of the California Rules of Professional Conduct prior to undertaking representation of
15 both Petetit and PB Companies on the one hand, and plaintiffs on the other. In soliciting plaintiffs’
16 investments in defendants’ real estate development projects, defendant Belsher also violated
17 California Business and Professions Code section 10176, subdivisions (a) through (e), (g), (i), and
18 (m), pertaining to real estate licensees in California.
19 21. Defendants Belsher and Petetit put up little if any of their own funds, instead claiming
20 their real estate expertise as their contribution to the projects, and relying on “hard money” lenders
21 to provide the remaining necessary financing. Belsher and Petetit had no “skin in the game.”
22 Moreover, the “hard money” lenders from whom Belsher and Petetit sought financing would not
23 loan money for the projects without a personal guarantee, and the only investors with the financial
24 means to provide a credible guarantee were plaintiffs Sheppel and Sheppel-Trustee. Belsher thereby
25 exposed Sheppel and Sheppel-Trustee – i.e., his clients – to significant financial risk: not only the
26 potential loss of their own money, but also the potential obligation to repay the “hard money”
27 lenders. Belsher failed to comply with the requirements of Rule 3-300 of the California Rules of
28 Professional Conduct prior to soliciting plaintiff Sheppel and Sheppel-Trustee’s guarantees of the

1 “hard money” loans. In soliciting plaintiffs’ investments in defendants’ real estate development
2 projects, defendant Belsher also violated California Business and Professions Code section 10176,
3 subdivisions (a) through (e), (g), (i), and (m), pertaining to real estate licensees in California.
4 22. Defendants Belsher and Petetit took over the management and control of the real
5 estate development projects that plaintiffs invested in, but failed or refused to report to plaintiffs on
6 the projects’ progress, and failed or refused to account for plaintiffs’ investments, despite multiple
7 demands for accountings. Belsher and Petetit excluded plaintiffs from any participation in the
8 management of the projects to which plaintiffs contributed money and/or property. Belsher and/or
9 Petetit were always the managers, making plaintiffs, in effect, silent partners in the projects.
10 23. Defendants Belsher and Petetit used plaintiffs’ investments, as well as the funds of
11 the “hard money” loans guaranteed by plaintiffs Sheppel and Sheppel-Trustee, for their personal
12 benefit.
13 24. Because plaintiffs had put up real property and cash, and plaintiffs Sheppel and
14 Sheppel-Trustee had personally guaranteed loans, defendants had no incentive to honor their
15 promises to plaintiffs about the returns on their investments, and plaintiffs had no leverage to
16 demand that defendants do so.
17 25. In 1995, plaintiff Sheppel was diagnosed with multiple sclerosis. He went on full
18 disability in 1996, and Social Security permanent disability in 1997. His symptoms were exacerbated
19 by worry and anxiety. Sheppel disclosed his condition, in confidence, to defendant Belsher, who
20 used that information to deflect Sheppel’s inquiries about his investments and prevent him from
21 uncovering the truth about defendants’ misuse of the funds plaintiffs Sheppel and Sheppel-Trustee
22 invested with defendants. Belsher’s withholding of information from Sheppel and Sheppel-Trustee
23 prevented them from discovering defendants’ wrongdoing and was a breach of Belsher’s fiduciary
24 duties.
25 26. Among the development projects for which defendant Belsher solicited investments
26 from plaintiffs (i.e., his clients) were:
27 • 581 Higuera Restaurant Group, LLC, a commercial development in San Luis Obispo;
28 • 323 Grand Avenue, LLC, a residential development in San Luis Obispo;

1 • Defendant Toad Creek Homes, LLC, a residential development in Templeton,
2 California;
3 • Defendant Las Tablas Villas, LLC, a residential development in Templeton; and
4 • Camarillo Assisted Living, an assisted-living facility in Camarillo, California.
5 These projects are discussed in detail in the paragraphs that follow.
6 The 581 Higuera Restaurant Project
7 27. Non-party 581 Higuera Restaurant Group, LLC, a California limited liability
8 company, owns improved commercially-zoned real property at 581 Higuera Street, San Luis Obispo
9 (APN 003-511-013) (“581 Higuera Property”). Plaintiffs allege on information and belief that the
10 members of 581 Higuera Restaurant Group are defendants Belsher and PB Companies.
11 28. Plaintiff Sheppel-Trustee, on the advice and recommendation of his attorney,
12 defendant Belsher, entered into an agreement with defendant PB Companies to develop the 581
13 Higuera Property as a restaurant. Sheppel-Trustee contributed $565,000, secured by a deed of trust
14 on the 581 Higuera Property, toward the acquisition of the property. Sheppel-Trustee also agreed to
15 subordinate his deed of trust to an acquisition loan. The profits from the 581 Higuera Restaurant
16 venture were to be divided as follows: 25 percent to Sheppel-Trustee, and 75 percent to defendant
17 PB Companies. Defendant Belsher explained to Sheppel-Trustee that this agreement was a
18 “placeholder,” with the actual percentages to be decided later, but defendants needed money to
19 acquire the 581 Higuera Property, and it would be a lucrative opportunity for Sheppel-Trustee.
20 Defendants contributed no money toward the acquisition of the property.
21 29. Although there is an existing building – a former bank – on the 581 Higuera Property,
22 the property remains undeveloped as a restaurant, and defendants have failed to account for the
23 status of the project or the status of plaintiff Sheppel-Trustee’s investment.
24 30. Plaintiffs allege on information and belief that the senior loan encumbering the 581
25 Higuera Property is in default and is subject to a forbearance agreement arranged by defendant
26 Belsher, without consideration of the interests of plaintiff Sheppel-Trustee, including but not limited
27 to Sheppel-Trustee’s subordinated deed of trust.
28

1 31. Defendant Belsher failed to comply with the requirements of Rule 3-300 of the
2 California Rules of Professional Conduct prior to soliciting plaintiff Sheppel-Trustee’s investment in
3 581 Higuera. In soliciting plaintiffs’ investments in defendants’ real estate development projects,
4 defendant Belsher also violated California Business and Professions Code section 10176,
6 32. Plaintiff Sheppel-Trustee alleges on information and belief that at the time defendant
7 Belsher solicited plaintiff’s investment in 581 Higuera, and throughout the project, Belsher also
8 represented others, including but not limited to defendants Petetit and PB Companies, whose
9 interests were adverse to plaintiff’s, but failed to comply with the requirements of Rule 3-310 of the
10 California Rules of Professional Conduct prior to undertaking representation of adverse interests. In
14 The 323 Grand Avenue Project
15 33. Defendants Belsher and Petetit each own an undivided 50 percent interest in
16 improved real property at 323 and 353 Grand Avenue, San Luis Obispo (APNs 052-224-004 and
17 052-224-006) (“Grand Avenue Property”).
18 34. Plaintiff Sheppel, on the advice and recommendation of his attorney, defendant
19 Belsher, entered into an agreement with non-party 323 Grand Avenue, LLC, a California limited
20 liability company, to develop the Grand Avenue Property for residential purposes. Plaintiff alleges
21 on information and belief that the members of 323 Grand Avenue are or were defendants Belsher
22 and Petetit. Plaintiff further alleges on information and belief that 323 Grand Avenue has been
23 suspended by the Franchise Tax Board. The profits from the venture were to be divided as follows:
24 15 percent to Sheppel, 42.5 percent to Belsher, and 42.5 percent to Petetit.
25 35. Plaintiff Sheppel made what was intended to be a short-term loan, in the principal
26 amount of $350,000, toward the acquisition of the Grand Avenue Property. That loan has not been
27 repaid, and defendants have failed to account for the status of the project or the status of the loan.
28 Defendants Belsher and Petetit paid nothing toward the purchase of the property, yet took title in

1 their names, and had a “hard money” loan on the property cross-collateralized with the James Way /
2 Oak Park Property, which is owned by plaintiff Sheppel through Sheppel Arroyo Grande, LLC, a
3 California limited liability company of which plaintiff Sheppel is the manager and sole member.
4 36. In addition, plaintiff Sheppel paid the debt service on a “hard money” loan
5 encumbering the Grand Avenue Property for two years in order to prevent the loan from going into
6 default, while defendants paid nothing on the loan. Moreover, in November 2016, defendant Belsher
7 used the Grand Avenue Property to secure a $1.5 million loan, without plaintiffs’ knowledge or
8 consent. Although the deed of trust is junior to plaintiff Sheppel’s, plaintiffs allege on information
9 and belief that Belsher is draining the equity from the property and pocketing some or all of the loan
10 proceeds for himself.
12 California Rules of Professional Conduct prior to soliciting plaintiff Sheppel’s investment in 323
13 Grand Avenue. In soliciting plaintiffs’ investments in defendants’ real estate development projects,
14 defendant Belsher also violated California Business and Professions Code section 10176,
16 38. Plaintiff Sheppel alleges on information and belief that at the time defendant Belsher
17 solicited plaintiff’s investment in 323 Grand Avenue, and throughout the project, Belsher also
18 represented others, including but not limited to defendants Petetit and PB Companies, whose
19 interests were adverse to plaintiff’s, but failed to comply with the requirements of Rule 3-310 of the
20 California Rules of Professional Conduct prior to undertaking representation of adverse interests. In
24 The Toad Creek Homes Project
25 39. Defendant Toad Creek Homes and non-party Oak Knoll Creek Homeowners
26 Association own improved and unimproved real property at the eastern end of Salinas Avenue,
27 Templeton, California (“Salinas Avenue Property”).
28 ///

2 defendant Belsher, entered into an agreement with defendants Belsher and Petetit to develop the
3 unimproved portion of the Salinas Avenue Property for residential use. To that end, plaintiff
4 Sheppel-Trustee, defendant Belsher, and defendant Petetit formed PB&S, LLC, a California limited
5 liability company, which acquired plaintiff Sheppel-Trustee’s interest in defendant Toad Creek
6 Homes. PB&S then entered into an agreement with non-parties Daniel Woods and Pilch Investments
7 and Management, LLC, to develop the unimproved portion of the Salinas Avenue Property. The
8 profits from the venture were to be divided as follows: 75 percent to PB&S, LLC; 15 percent to
9 Woods; and 10 percent to Pilch Investments and Management. PB&S subsequently transferred its
10 interest in defendant Toad Creek Homes to PB&S II, LLC.
11 41. Plaintiff Sheppel-Trustee contributed $350,000 toward the development of the
12 unimproved portion of the Salinas Avenue Property.
13 42. In addition, plaintiff Sheppel executed personal guarantees of “hard money” loans to
14 defendant Toad Creek Homes in excess of $1.9 million, and paid at least $26,000 on those
15 guarantees because defendant Toad Creek Homes failed to make payments on the loans. Plaintiff
16 Sheppel also made multiple cash advances to this project because the underlying note was in
17 foreclosure and the project would have been lost if Sheppel did not cure the defaults.
18 43. On or about July 26, 2016, defendant Toad Creek Homes entered into a Purchase and
19 Sale Agreement with defendant JWR Partners, by which Toad Creek Homes agreed to sell to JWR
20 Partners all of Toad Creek Homes’ right, title and interest to the Salinas Avenue Property, including
21 all of Toad Creek Homes’ entitlements, permits, drawings, water and sewer rights, and any other
22 subdivision rights (“Toad Creek Purchase and Sale Agreement”). A true and correct copy of the
23 Toad Creek Purchase and Sale Agreement is Exhibit 1 to this First Amended Complaint. The Toad
24 Creek Purchase and Sale Agreement was entered into without the knowledge or consent of plaintiff
25 Sheppel or plaintiff Sheppel-Trustee. Neither the Toad Creek Purchase and Sale Agreement nor a
26 deed to JWR partners was recorded to reflect the sale. The Toad Creek Purchase and Sale
27 Agreement and the transaction that was the subject of the Agreement were fraudulent as to plaintiffs.
28 ///

1 44. Plaintiffs allege on information and belief that defendant Toad Creek Homes with the
2 approval and direction of JWR Partners has sold at least eight homes in the Toad Creek Homes
3 project. Despite these sales, however, defendants have not repaid plaintiff Sheppel the amounts he
4 paid in loan guarantees for the LLC, have not distributed any of the proceeds from the sales of
5 homes to him, have not provided an accounting to him for the proceeds received from the sales, and
6 have neither paid plaintiff Sheppel-Trustee his share of the proceeds of the sales nor accounted to
7 him for the proceeds. Plaintiffs allege on information and belief that defendants Belsher and Petetit
8 have siphoned off all proceeds not otherwise paid to the lender for reconveyances and/or to Whitener
9 for construction services subject to mechanic’s lien , for their own purposes and unless restrained
10 will drain all of the value from defendant Toad Creek Homes.
13 defendant Toad Creek Homes and plaintiff Sheppel’s loan guarantee. In soliciting plaintiffs’
18 Belsher solicited his investment in defendant Toad Creek Homes, and throughout the project, and at
19 the time Belsher solicited plaintiff Sheppel’s loan guarantee, Belsher also represented others,
20 including but not limited to defendants Petetit and PB Companies, whose interests were adverse to
21 plaintiffs’, but failed to comply with the requirements of Rule 3-310 of the California Rules of
22 Professional Conduct prior to undertaking representation of adverse interests. In soliciting plaintiffs’
26 The Las Tablas Villas Project
27 47. Defendant Las Tablas Villas owns unimproved real property at 1155 Las Tablas
28 Road, Templeton, California (APN 040-280-057) (“Las Tablas Road Property”).

2 defendant Belsher, entered into an agreement with defendant PB Companies to develop the Las
3 Tablas Road Property for residential use. The profits from the venture were to be divided as follows:
4 one-third to Sheppel-Trustee, and two-thirds to PB Companies.
5 49. Plaintiff Sheppel-Trustee contributed $635,000 toward the development of the Las
6 Tablas Villas project. In addition, plaintiff Sheppel personally guaranteed a loan to defendant Las
7 Tablas Villas in the amount of $2.46 million. Plaintiff Sheppel also contributed in excess of
8 $100,000 to stave off foreclosures after the lender recorded Notices of Default against the Las Tablas
9 Road Property. Defendants have contributed nothing toward rescuing the property from default, and
10 there is currently a recorded Notice of Sale against the property. The lender has the right to proceed
11 with a trustee’s sale of the property, but has not done so.
12 50. On or about July 21, 2016, defendant Las Tablas Villas entered into a Purchase and
13 Sale Agreement with defendant JWR Partners, by which Las Tablas Villas agreed to sell to JWR
14 Partners all of Las Tablas Villas’ right, title and interest to the Las Tablas Villas Property, including
15 all of Las Tablas Villas’ entitlements, permits, drawings, water and sewer rights, and any other
16 subdivision rights (“Las Tablas Purchase and Sale Agreement”). A true and correct copy of the Las
17 Tablas Purchase and Sale Agreement is Exhibit 2 to this Amended Complaint. The Las Tablas
18 Purchase and Sale Agreement was entered into and completed without the knowledge or consent of
19 plaintiff Sheppel or plaintiff Sheppel-Trustee. Neither the Las Tablas Purchase and Sale Agreement
20 nor a deed to JWR was recorded to reflect the sale. The Las Tablas Purchase and Sale Agreement
21 and the transaction that was the subject of the Agreement were fraudulent as to plaintiffs.
22 51. Plaintiffs allege on information and belief that defendant JWR Partners has sold
23 homes in the Las Tablas Villas project. Despite these sales, however, defendants have failed to
24 account for the status of the project, the status of plaintiff Sheppel-Trustee’s investment, or the status
25 of the loan that plaintiff Sheppel guaranteed. Plaintiffs allege on information and belief that
26 defendants Belsher and Petetit have siphoned off proceeds for their own purposes (other than
27 payments to Whitener for construction services subject to mechanic’s liens) and unless restrained
28 will drain all of the value from defendant Las Tablas Villas.

3 Las Tablas Villas and plaintiff Sheppel’s loan guarantee. In soliciting plaintiffs’ investments in
4 defendants’ real estate development projects, defendant Belsher also violated California Business
5 and Professions Code section 10176, subdivisions (a) through (e), (g), (i), and (m), pertaining to real
6 estate licensees in California.
8 Belsher solicited plaintiff’s investment in Las Tablas Villas, and throughout the project, and at the
9 time Belsher solicited plaintiff Sheppel’s loan guarantee, Belsher also represented others, including
10 but not limited to defendants Petetit and PB Companies, whose interests were adverse to plaintiffs’,
11 but failed to comply with the requirements of Rule 3-310 of the California Rules of Professional
12 Conduct prior to undertaking representation of adverse interests. In soliciting plaintiffs’ investments
13 in defendants’ real estate development projects, defendant Belsher also violated California Business
16 The Camarillo Assisted Living Project
17 54. Defendant PB Companies is developing property for an assisted-living facility in
18 Camarillo, California. Plaintiff Sheppel, on the advice and recommendation of his attorney,
19 defendant Belsher, made what was intended to be a short-term loan to PB Companies, in the amount
20 of $40,000, to help develop the Camarillo property. Belsher did not advise Sheppel to obtain security
21 for the loan or have defendant PB Companies offer to provide security, a breach of Belsher’s
22 fiduciary duties to his client, Sheppel. Defendant PB Companies has not repaid the loan or accounted
23 for the status of the loan. Sheppel alleges on information and belief that all or part of the $40,000 he
24 loaned to PB Companies went to benefit defendant Belsher personally.
26 California Rules of Professional Conduct prior to soliciting plaintiff Sheppel’s loan to the Camarillo
27 assisted living project. In soliciting plaintiffs’ investments in defendants’ real estate development
28 ///

3 56. Plaintiff Sheppel alleges on information and belief that at the time defendant Belsher
4 solicited plaintiff’s loan to the Camarillo assisted living project, Belsher also represented others,
5 including but not limited to defendants Petetit and PB Companies, whose interests were adverse to
6 plaintiff’s, but failed to comply with the requirements of Rule 3-310 of the California Rules of
7 Professional Conduct prior to undertaking representation of adverse interests. In soliciting plaintiffs’
11 Loan to Defendant Petetit
12 57. In addition to the preceding investments, in September 2015, plaintiff Sheppel loaned
13 defendant Petetit $305,436, evidenced by a promissory note (“Note”), which defendant Belsher
14 drafted. Petetit agreed to repay the loan to Sheppel by March 1, 2016, at the latest. A true and correct
15 copy of the Note is Exhibit 3 to this First Amended Complaint. Petetit has not repaid the loan.
16 Plaintiff alleges on information and belief that as of the date this action was filed, the outstanding
17 balance due on the Note is in excess of $382,000, according to proof.
18 58. Plaintiff Sheppel believed that defendant Belsher was acting exclusively in his
19 capacity as Sheppel’s attorney when he drafted the Note. However, at the time he drafted the Note,
20 Belsher was involved in various real estate ventures with Petetit, and, on information and belief,
21 acted as Petetit’s attorney in those and other matters. Belsher failed to comply with the requirements
22 of Rule 3-310 of the California Rules of Professional Conduct prior to drafting the Note, which
23 evidenced a loan from one of his clients to another. One indicia of defendant Belsher’s divided
24 loyalties in drafting the Note is that the Note failed to provide for adequate security for the loan, an
25 omission that protects Petetit’s interests while harming Sheppel’s. In drafting the Note and advising
26 plaintiff Sheppel on the loan, Belsher failed to follow the standards of care, skill, and diligence then
27 prevailing in the legal profession.
28 ///

1 59. Although the Note states that it “shall be secured by being entered into escrow
2 instructions on the transaction known as ‘MISSION OAKS’ in Camarillo, CA,” and that “[a] deed of
3 trust recorded against interest of Tribune Parcel attached to the Long-Bonetti project in San Luis
4 Obispo will be recorded for any amounts unpaid beyond 12/1/15,” no lien or deed of trust was ever
5 recorded to secure the Note. Plaintiff Sheppel alleges on information and belief that when defendant
6 Belsher drafted the promise to secure the Note as quoted in the preceding sentence, he had no
7 intention of keeping it (i.e., he had no intention of completing the necessary steps to secure the
8 Note), and he made the false promise to secure the Note in order to induce Sheppel to enter into the
9 loan transaction with defendant Petetit. Sheppel – Belsher’s client – reasonably relied on the promise
10 in the Note that it would be secured, and has been damaged as a result of the Note remaining
11 unsecured.
12 60. As a result of defendant Belsher’s promise to secure the Note as described in the
13 preceding paragraph, plaintiff Sheppel has a constructive lien on the real properties that Belsher
14 promised would secure the Note. Further, although the collateral identified in the Note, which
15 Belsher promised Sheppel would secure the Note, was transferred to defendant Judkins – who, on
16 information and belief, is a business partner of defendants Belsher and Petetit – Sheppel alleges that
17 Judkins was not a bona fide purchaser because he had actual or constructive notice of Sheppel’s
18 interest in the collateral. Thus, Sheppel’s cause of action on the Note would, if meritorious, affect
19 title to or the right to possession of the collateral.
20 61. In soliciting the loan from plaintiff Sheppel to defendant Petetit, defendant Belsher
23 FIRST CAUSE OF ACTION
24 AGAINST DEFENDANTS BELSHER AND DOES 1-10
25 FOR BREACH OF FIDUCIARY DUTY
26 62. Plaintiffs incorporate the allegations of paragraphs 1 through 61.
27 63. By virtue of their roles as attorneys and brokers for plaintiffs, defendants Belsher and
28 DOES 1 through 10 owed plaintiffs fiduciary duties of loyalty and due care.

1 64. Defendants Belsher and DOES 1 through 10 breached their fiduciary duties to
2 plaintiffs by entering into the agreements described above without making the disclosures and
3 obtaining the informed consents required by Rules 3-300 and 3-310 of the California Rules of
4 Professional Conduct. In soliciting plaintiffs’ investments in defendants’ real estate development
7 65. Defendants Belsher and DOES 1 through 10 breached their fiduciary duties to
8 plaintiffs by drafting the promissory note evidencing the $305,436 loan from plaintiff Sheppel to
9 defendant Petetit without making the disclosures and obtaining the informed consents required by
10 Rule 3-310 of the California Rules of Professional Conduct. In soliciting plaintiffs’ investments in
11 defendants’ real estate development projects, defendant Belsher also violated California Business
14 66. As a result of defendants Belsher and DOES 1 through 10’s violation of Rules 3-300
15 and 3-310, all of the transactions described above are voidable at the option of plaintiffs.
16 67. As a result of defendants Belsher and DOES 1 through 10’s violation of Rules 3-300
17 and 3-310, as well as California Business and Professions Code section 10176, subdivisions (a)
18 through (e), (g), (i), and (m), plaintiffs have been harmed in an amount to be proved at trial, but in
19 excess of the court’s jurisdictional minimum.
20 68. The violation of Rules 3-300 and 3-310 as well as California Business and
21 Professions Code section 10176, subdivisions (a) through (e), (g) (i), and (m), by defendants Belsher
22 and DOES 1 through 10 was a substantial factor in causing plaintiffs’ harm.
23 69. The conduct of defendants Belsher and DOES 1 through 10 was fraudulent,
24 malicious, or oppressive, as those terms are defined in California Civil Code section 3294, thus
25 entitling plaintiffs to punitive damages.
26 70. In addition to damages, plaintiffs are entitled to equitable remedies for defendants
27 Belsher and DOES 1 through 10’s breach of fiduciary duties, including but not limited to rescission,
28 ///

1 restitution, disgorgement, and imposition of a constructive trust. (Meister v. Mensinger (2014) 230
2 Cal.App.4th 381.)
3 SECOND CAUSE OF ACTION
4 AGAINST DEFENDANTS BELSHER AND DOES 1-10
5 FOR FINANCIAL ELDER ABUSE (PLAINTIFF SHEPPEL)
7 72. From 1997 to the present, as a result of his multiple sclerosis, plaintiff Sheppel has
8 been a “dependent adult,” as defined by California Welfare and Institutions Code section 15610.23 –
9 he has been an adult between the ages of 18 and 65 “who has physical or mental limitations that
10 restrict his or her ability to carry out normal activities or to protect his or her rights, including, but
11 not limited to, persons who have physical or developmental disabilities, or whose physical or mental
12 abilities have diminished because of age.” Specifically, Sheppel’s MS renders him vulnerable to
13 stress and impairs his physical and emotional / psychological stamina. Belsher is aware of these
14 effects of the MS on Sheppel, and has used that knowledge to wear down Sheppel’s ability to act in
15 his own interests with a barrage of deals, negotiations, proposals, requests, and demands.
16 73. From the early 1980s to the present date, defendants Belsher and DOES 1 through 10,
17 have been in an attorney-client relationship with plaintiff Sheppel, and thus owed Sheppel fiduciary
18 duties.
19 74. From approximately 2004 to the present date, defendants Belsher and DOES 1
20 through 10 have taken financial advantage of plaintiff Sheppel.
21 75. From approximately 2004 to the present date, through the investments described
22 above, defendants Belsher and DOES 1 through 10 have taken, appropriated, obtained, or retained
23 plaintiff Sheppel’s property, or assisted in the taking, appropriation, obtaining, or retaining of
24 Sheppel’s property.
25 76. From approximately 2004 to the present date, through the investments described
26 above, defendants Belsher and DOES 1 through 10 have taken, appropriated, obtained, or retained
27 plaintiff Sheppel’s property, or assisted in the taking, appropriation, obtaining, or retaining of
28 Sheppel’s property, for a wrongful use, with the intent to defraud, or by undue influence.

1 77. As a result of the conduct of defendants Belsher and DOES 1 through 10, plaintiff
2 Sheppel has been harmed in an amount to be proved at trial, but in excess of the court’s
3 jurisdictional minimum.
4 78. The conduct of defendants Belsher and DOES 1 through 10 was a substantial factor in
5 causing plaintiff Sheppel’s harm.
6 79. Plaintiff Sheppel is entitled to an award of attorney fees and costs against defendants
7 Belsher and DOES 1 through 10 under California Welfare and Institutions Code section 15657.5.
8 80. The conduct of defendants Belsher and DOES 1 through 10 was fraudulent,
9 malicious, or oppressive, as those terms are defined in California Civil Code section 3294, thus
10 entitling plaintiffs to punitive damages.
11 THIRD CAUSE OF ACTION
12 AGAINST DEFENDANTS BELSHER, PETETIT,
13 PB COMPANIES, AND DOES 11-20
15 (581 Higuera Restaurant)
17 82. By virtue of the agreements concerning the 581 Higuera Restaurant development in
18 San Luis Obispo, defendants and each of them were fiduciaries of plaintiffs.
19 83. Defendants breached their fiduciary duties as described above.
20 84. As a result of defendants’ conduct, plaintiffs have been harmed in an amount to be
21 proved at trial, but in excess of the court’s jurisdictional minimum.
22 85. Defendants’ breach of their fiduciary duties was a substantial factor in causing
23 plaintiffs’ harm.
24 86. Defendants’ conduct was fraudulent, malicious, or oppressive, as those terms are
25 defined in California Civil Code section 3294, thus entitling plaintiffs to punitive damages.
26 87. In addition to damages, plaintiffs are entitled to equitable remedies for defendants’
27 breach of fiduciary duties, including but not limited to rescission, restitution, disgorgement, and
28 imposition of a constructive trust. (Meister v. Mensinger (2014) 230 Cal.App.4th 381.)

1 FOURTH CAUSE OF ACTION
4 FOR AIDING AND ABETTING BREACH OF FIDUCIARY DUTY
5 (581 Higuera Restaurant)
7 89. By virtue of the agreements concerning the 581 Higuera Restaurant development in
8 San Luis Obispo, defendants, and each of them were fiduciaries of plaintiffs.
9 90. Each defendant breached his fiduciary duties as described above.

10 91. Each defendant actually knew that every other defendant breached his fiduciary
11 duties to plaintiffs and gave substantial assistance to or encouragement for that breach, with the
12 specific intent to facilitate the other defendants’ wrongful conduct.
15 93. Each defendant’s aiding and abetting every other defendant’s breach of his fiduciary
16 duties was a substantial factor in causing plaintiffs’ harm.
20 aiding and abetting breach of fiduciary duties, including but not limited to rescission, restitution,
21 disgorgement, and imposition of a constructive trust. (American Master Lease LLC v. Idanta
22 Partners, Ltd. (2014) 225 Cal.App.4th 1451.)
23 FIFTH CAUSE OF ACTION
27 (323 Grand Avenue)

1 97. By virtue of the agreements concerning the 323 Grand Avenue residential
2 development in San Luis Obispo, defendants and each of them were fiduciaries of plaintiffs.
13 SIXTH CAUSE OF ACTION
17 (323 Grand Avenue)
19 104. By virtue of the agreements concerning the 323 Grand Avenue residential
20 development in San Luis Obispo, defendants and each of them were fiduciaries of plaintiffs.

7 SEVENTH CAUSE OF ACTION
9 PB COMPANIES, TOAD CREEK HOMES, JUDKINS,

10 AND DOES 11-20
12 (Toad Creek Homes)
14 112. By virtue of the agreements concerning the Toad Creek Homes residential
15 development in Templeton, defendants and each of them were fiduciaries of plaintiffs.
25 imposition of a constructive trust. (Meister v. Mensinger (2014) 230 Cal.App.4th 381.) Plaintiffs also
26 request the Court to appoint a receiver to take possession of the proceeds from the sale of the Toad
27 Creek Homes project, under Code of Civil Procedure section 564.
28 ///

1 118. This cause of action, if meritorious, will affect title to the Salinas Avenue Property,
2 and thus constitutes a “real property claim” under Code of Civil Procedure section 405.4
3 EIGHTH CAUSE OF ACTION
5 PB COMPANIES, TOAD CREEK HOMES, JUDKINS,
6 AND DOES 11-20

10 120. By virtue of the agreements concerning the Toad Creek Homes residential
11 development in Templeton, defendants and each of them were fiduciaries of plaintiffs.
25 Partners, Ltd. (2014) 225 Cal.App.4th 1451.) Plaintiffs also request the Court to appoint a receiver
26 to take possession of the proceeds from the sale of the Toad Creek Homes project, under Code of
27 Civil Procedure section 564.
28 ///

2 and thus constitutes a “real property claim” under Code of Civil Procedure section 405.4.
3 NINTH CAUSE OF ACTION
4 AGAINST DEFENDANTS TOAD CREEK HOMES, BELSHER,
5 JWR PARTNERS, JUDKINS, AND DOES 11-20
6 FOR FRAUDULENT CONVEYANCE (UNIFORM
7 VOIDABLE TRANSACTIONS ACT, CIVIL CODE § 3439.01, et seq.)

10 129. Plaintiffs are creditors of defendant Toad Creek Homes, as the term “creditor” is
11 defined in Civil Code section 3439.01.
12 130. Defendant Toad Creek Homes entered into the Toad Creek Purchase and Sale
13 Agreement with defendant JWR Partners (and thus with its alter ego, defendant Judkins) with actual
14 intent to hinder, delay, or defraud plaintiffs.
15 131. Defendant Toad Creek Homes entered into the Toad Creek Purchase and Sale
16 Agreement with defendant JWR Partners (and thus with its alter ego, defendant Judkins) without
17 receiving a reasonably equivalent value in exchange. At the time of the transaction, defendant Toad
18 Creek Homes either (1) was engaged or was about to engage in a business or a transaction for which
19 its remaining assets were unreasonably small in relation to the business or transaction, or (2)
20 intended to incur, or believed or reasonably should have believed that it would incur, debts beyond
21 its ability to pay as they became due.
22 132. As a result of the fraudulent transfer of property under the Toad Creek Purchase and
23 Sale Agreement, plaintiffs have been damaged in an amount to be proved at trial, but in excess of the
24 court’s jurisdictional minimum.
25 133. The fraudulent transfer of property under the Toad Creek Purchase and Sale
26 Agreement was a substantial factor in causing plaintiffs’ harm.
27 134. Because the transfer of property under the Toad Creek Purchase and Sale Agreement
28 was fraudulent as to plaintiffs, the Agreement is voidable by plaintiffs.

5 TENTH CAUSE OF ACTION
6 AGAINST DEFENDANTS TOAD CREEK HOMES, BELSHER,
8 FOR CONSTRUCTIVE TRUST

11 138. Any funds that defendants Toad Creek Homes or Belsher received as a result of the
12 Toad Creek Purchase and Sale Agreement constitute a res that plaintiffs are entitled to in whole or in
13 part. Defendants Toad Creek Homes and Belsher obtained those funds by fraud, accident, mistake,
14 undue influence, violation of a trust, or other wrongful act, and allowing Toad Creek Homes or
15 Belsher to keep the funds would constitute unjust enrichment. Thus, defendants Toad Creek Homes
16 and Belsher hold any such funds in constructive trust for plaintiffs.
17 139. Any funds that defendants JWR Partners or Judkins received as a result of the sale of
18 homes in the Toad Creek Homes development constitute a res that plaintiffs are entitled to in whole
19 or in part. Defendants JWR Partners and Judkins obtained those funds by fraud, accident, mistake,
20 undue influence, violation of a trust, or other wrongful act, and allowing JWR Partners or Judkins to
21 keep the funds would constitute unjust enrichment. Thus, defendants JWR Partners and Judkins hold
22 any such funds in constructive trust for plaintiffs.
25 ///
26 ///
27 ///
28 ///

1 ELEVENTH CAUSE OF ACTION
3 PB COMPANIES, LAS TABLAS VILLAS, JUDKINS,
4 AND DOES 11-20
6 (Las Tablas Villas)
8 142. By virtue of the agreements concerning the Las Tablas Villas residential development
9 in Templeton, defendants and each of them were fiduciaries of plaintiffs.

20 148. This cause of action, if meritorious, will affect title to the Las Tablas Road Property,
22 TWELFTH CAUSE OF ACTION
24 PB COMPANIES, LAS TABLAS VILLAS, JUDKINS,
25 AND DOES 11-20

1 150. By virtue of the agreements concerning the Las Tablas Villas residential development
2 in Templeton, defendants and each of them were fiduciaries of plaintiffs.
17 157. This cause of action, if meritorious, will affect title to the Las Tablas Road Property,
19 THIRTEENTH CAUSE OF ACTION
20 AGAINST DEFENDANTS BELSHER, LAS TABLAS VILLAS,
22 FOR FRAUDULENT CONVEYANCE (UNIFORM
23 VOIDABLE TRANSACTIONS ACT, CIVIL CODE § 3439.01 et seq.)
26 159. Plaintiffs are creditors of defendant Las Tablas Villas, as the term “creditor” is
27 defined in Civil Code section 3439.01.
28 ///

1 160. Defendant Las Tablas Villas entered into the Las Tablas Purchase and Sale
2 Agreement with defendant JWR Partners (and thus with its alter ego, defendant Judkins) with actual
3 intent to hinder, delay, or defraud plaintiffs.
4 161. Defendant Las Tablas Villas entered into the Las Tablas Purchase and Sale
5 Agreement with defendant JWR Partners (and thus with its alter ego, defendant Judkins) without
6 receiving a reasonably equivalent value in exchange for the transfer or obligation. At the time of the
7 transaction, defendant Las Tablas Villas either (1) was engaged or was about to engage in a business
8 or a transaction for which its remaining assets were unreasonably small in relation to the business or
9 transaction, or (2) intended to incur, or believed or reasonably should have believed that it would
10 incur, debts beyond its ability to pay as they became due.
11 162. As a result of the fraudulent transfer of property under the Las Tablas Purchase and
12 Sale Agreement, plaintiffs have been damaged in an amount to be proved at trial, but in excess of the
13 court’s jurisdictional minimum.
14 163. The fraudulent transfer of property under the Las Tablas Purchase and Sale
15 Agreement was a substantial factor in causing plaintiffs’ harm.
16 164. Because the transfer of property under the Las Tablas Purchase and Sale Agreement
17 was fraudulent as to plaintiffs, the Agreement is voidable by plaintiffs.
22 FOURTEENTH CAUSE OF ACTION
23 AGAINST DEFENDANTS LAS TABLAS VILLAS, BELSHER,
25 FOR CONSTRUCTIVE TRUST
28 ///

1 168. Any funds that defendants Las Tablas Villas or Belsher received as a result of the Las
2 Tablas Purchase and Sale Agreement constitute a res that plaintiffs are entitled to in whole or in part.
3 Defendants Las Tablas Villas and Belsher obtained those funds by fraud, accident, mistake, undue
4 influence, violation of a trust, or other wrongful act, and allowing Las Tablas Villas or Belsher to
5 keep the funds would constitute unjust enrichment. Thus, defendants Las Tablas Villas and Belsher
6 hold any such funds in constructive trust for plaintiffs.
7 169. Any funds that defendants JWR Partners or Judkins received as a result of the sale of
8 homes in the Las Tablas Villas development constitute a res that plaintiffs are entitled to in whole or
9 in part. Defendants JWR Partners and Judkins obtained those funds by fraud, accident, mistake,
10 undue influence, violation of a trust, or other wrongful act, and allowing JWR Partners or Judkins to
11 keep the funds would constitute unjust enrichment. Thus, defendants JWR Partners and Judkins hold
12 any such funds in constructive trust for plaintiffs.
15 FIFTEENTH CAUSE OF ACTION
19 (Camarillo Assisted Living)
21 172. By virtue of the agreements concerning the assisted living development in Camarillo,
22 defendants and each of them were fiduciaries of plaintiffs.
28 ///

6 SIXTEENTH CAUSE OF ACTION

10 (Camarillo Assisted Living)
12 179. By virtue of the agreements concerning the assisted living development in Camarillo,
13 defendants and each of them were fiduciaries of plaintiffs.
28 ///

1 SEVENTEENTH CAUSE OF ACTION
3 AND DOES 1-10
4 FOR BREACH OF PROMISSORY NOTE, BREACH OF
5 FIDUCIARY DUTY, AND FRAUD
6 186. Plaintiffs incorporate the allegations of paragraphs 1 through 25 and 57 through 61.
7 187. On or about September 10, 2015, plaintiff Sheppel loaned defendant Petetit $305,436.
8 The loan was evidenced by a promissory note (the “Note,” see paragraph 57 and Ex. 3), which
9 defendant Petetit executed, promising to repay the loan by March 1, 2016 (at the latest), with interest
10 as specified in the Note.
11 188. Plaintiff Sheppel is the owner and holder of the Note and has performed all of his
12 obligations under the Note. Petetit did not repay the loan by the due date and has since failed or
13 refused to repay it. The amount due under the Note is now due and payable.
14 189. Defendant Belsher in his fiduciary capacity as Sheppel’s attorney and real estate
15 broker, negotiated the terms and prepared the Note.
16 190. Pursuant to the negotiations and resulting terms that were included in the promissory
17 note, Petetit and Belsher represented that the Note “. . . shall be secured by being entered into escrow
18 instructions on the transaction known as ‘MISSION OAKS’ in Camarillo, CA. A deed of trust
19 recorded against interest of Tribune Parcel attached to the Long-Bonetti project in San Luis Obispo
20 County will be recorded for any amounts unpaid beyond 12/1/15.” (Exhibit 3, Pg. 2.) Said
21 representations of “collateral” for the Note were intentionally false and made with no intent of it
22 “being entered into escrow instructions” as represented, and with no intent of ever recording a deed
23 of trust against Tribune Parcel attached to the Long-Bonetti project.
24 191. Moreover, Belsher failed to advise Sheppel regarding the law of usury in California,
25 and, on information and belief, intentionally included provisions in the Note that the loan was not
26 brokered by a real estate broker, even though Belsher arranged for and brokered the Note in his
27 capacity as real estate broker and attorney for Sheppel. Sheppel is informed and believes, and on
28 that basis alleges that Belsher included the false representation regarding the Note being brokered as

1 part of a scheme, in cooperation with Petetit, to disingenuously provide Petetit with a usury defense
2 after he refused to make the payments due on the Note.
3 192. As a result of the fraudulent misrepresentations of alleged “collateral” made by Petetit
4 and Belsher and included in the Note, Sheppel is entitled, in addition to payment of the principle and
5 all accrued interest of the note, to the following additional remedies:
6 a. a declaration of lien and constructive trust in favor of Sheppel on the Long-
7 Bonetti project;
8 b. punitive damages in an amount to be proven at trial against both Petetit and
9 Belsher.
10 EIGHTEENTH CAUSE OF ACTION
11 AGAINST DEFENDANT PETETIT
12 FOR CONVERSION
14 194. At all times relevant hereto, Plaintiff Sheppel was the owner and entitled to
15 possession of real property located at 1202 Shoreline Drive, Santa Barbara, California 93109 (the
16 “Property”).
17 195. On or about January 2016 and continuing until approximately August of 2016,
18 defendant Petetit held himself out as the owner of the Property and listed the Property as a short-
19 term vacation rental on Vacation Rental By Owner (“VRBO”) and thereafter delivered the Property
20 to various third-parties for rent and wrongfully converted the proceeds from the rent of the Property
21 to defendant’s personal benefit.
22 196. The aforementioned acts of defendant Petetit were fraudulent, oppressive and
23 malicious, as those terms are defined in California Civil Code section 3294, in that defendant
24 undertook the above-described acts secretly, and in conscious disregard of plaintiff Sheppel’s rights
25 in the Property, and specifically for the purpose of generating rental income thereafter converted to
26 defendant’s possession in conscious disregard of plaintiff’s right of the Property. Plaintiff Sheppel is
27 thus entitled to punitive damages against defendant Petetit.
28 ///

1 197. Plaintiff Sheppel is informed and believes that defendant Petetit has converted in
2 excess of $20,000.
3 NINETEENTH CAUSE OF ACTION
4 AGAINST DEFENDANT PETETIT
5 FOR BREACH OF ORAL PROMISE AND FRAUD
7 199. In or about early 2015 plaintiff Sheppel and defendant Petetit agreed that plaintiff
8 would open an American Express credit card account to be used by plaintiff and defendant for
9 business purposes only, related to the ongoing operations of defendant PB Companies, LLC. It was
10 further agreed that defendant Petetit would reimburse plaintiff Sheppel for all amounts he charged to
11 the American Express card as due under the monthly billing statements sent to plaintiff by American
12 Express.
13 200. Starting at least as early as June of 2015 and continuing through August of 2015,
14 defendant Petetit used the American Express card for a series of charges that were not properly
15 related to “business purposes” of PB Companies, LLC.
16 201. Defendant Petetit has refused to reimburse plaintiff Sheppel for these charges on the
17 American Express card, which plaintiff is informed and believes are in excess of $7,000.00.
18 202. Plaintiff Sheppel is informed and believes that when defendant Petetit made the oral
19 promises as alleged above he had no intention of keeping those promises, and instead intended to,
20 and did, thereafter use the American Express card for his own personal benefit and has refused to
21 reimburse plaintiff despite plaintiff’s demands that he do so.
22 203. The aforementioned acts of defendant were fraudulent, oppressive and malicious, as
23 those terms are defined in California Civil Code section 3294, thus entitling plaintiff to punitive
24 damages.
25
26 WHEREFORE, PLAINTIFFS PRAY FOR JUDGMENT AS FOLLOWS:

27 A. On the First Cause of Action, for breach of fiduciary duty:
28 1. For damages in an amount to be proved at trial.

1 2. For punitive damages.
2 3. For equitable relief as the court deems proper.
3 4. For such other relief as the court deems proper.
4 B. On the Second Cause of Action, for financial elder abuse of plaintiff Sheppel:
6 2. For attorney fees and costs.
9 C. On the Third, Fourth, Fifth, Sixth, Seventh, Eighth, Eleventh, Twelfth,

10 Fifteenth, and Sixteenth Causes of Action, for breach of fiduciary duty and aiding and abetting
11 breach of fiduciary duty:
14 3. For equitable relief as the court deems proper, including but not limited to
15 imposition of a constructive trust.
17 D. On the Ninth and Thirteenth Causes of Action, for fraudulent conveyance:
20 3. For avoidance of the transfers under the Toad Creek and Las Tablas Purchase
21 and Sales Agreements.
23 E. On the Tenth and Fourteenth Causes of action, for constructive trust:
24 1. For imposition of a constructive trust on all funds received pursuant to the
25 Toad Creek and Las Tablas Purchase and Sales Agreements.
26 2. For imposition of a constructive trust on all funds received from the sale of
27 homes in the Toad Creek and Las Tablas developments.

F. On the Seventeenth Cause of Action, for breach of promissory note, breach of
2 fiduciary duty, and fraud:
3 1. For damages in the amount of $305,436, plus interest as specified in the
4 promissory note.
5 2. For a declaration quieting title in the Long-Bonetti project granting a security
6 interest to Sheppel and constructive trust in favor of Sheppel.
9 G. On the Eighteenth Cause of Action, for conversion:
10 1. For a sum equal to the amount received by defendant from the rental of the
11 Property in an amount to be proven at trial, plus pre-judgment interest thereon at the legal rate;
13 _,,., . For such other relief as the court deems proper.
14 H. On the Nineteenth Cause of Action, for breach of oral promise and fraud:
15 1. For compensatory damages in an amount in excess of $7,000 plus
16 prejudgment interest thereon from August 1, 2015 at the legal rate.
17 2. For punitive damages according to proof.

,.,_,.
18 For such other relief as the court deems proper.
19
20 Plaintiffs demand a jury trial on all causes of action.
21
22 Dated: October .JI/, 2018 LAW OFFICES OF MICHAEL W,. McCAI\TN
I!I;t /4c~t#4t:C@
23
24 By t
Michael W. McCann
25 Attorneys for Plaintiffs
26
27
28
FIRST AME DED COMPLAINT: Paoe 34

EXHIBIT
EXHIBIT 11
EXHIBIT
EXHIBIT 11
EXHIBIT
EXHIBIT 11
PURCHASE AND SALE AGREEMENT
21 lots in Oak Knoll Creek project
Salinas Ave., Templeton California
July 26, 2016
WHEREAS, Toad Creek Homes, LLC ("TCH") is the owner of Tract 2763 located at 900 Salinas
Avenue in the unincorporated community of Templeton, California (the "Subdivision"); and
WHEREAS, TCH has completed nearly all improvements for Tract 2763 (other than landscaping
and a security gate); and
WHEREAS, JWR Partners, LLC ("JWR") desires to build out the Subdivision and sell 21 completed
houses; and
WHEREAS, TCH is willing to sell the subdivision to JWR under the terms provided herein,
NOW, THEREFORE, THE UNDERSIGNED PARTIES AGREE AS FOLLOWS:
1. TCH hereby agrees to sell to JWR all right, title and interest to the Subdivision, including
21 lots within Tract 2763 located at 900 Salinas Avenue, Templeton, California.
2. JWR may request TCH assign the right of proceeds of sale of each lot to JWR, such that
JWR will not go onto title for the individual lots or the Subdivision. Said event shall
constitute a "sale" of the lot to JWR for purposes of this Agreement.
3. Said sale shall include the assignment of all entitlements, permits, drawings, water and
sewer rights and any other subdivision rights in TCH's possession.
4. JWR agrees to pay TCH a minimum of $165,000 per lot for all 21 lots, due at the sale of
each completed house, through escrow. The price per lot will increase as follows:
a. TCH will be paid $170,000 per lot sold at a gross sales price, including upgrades, of
$500,000 to $515,000.
b. TCH will be paid $175,000 per lot sold at a gross sales price, including upgrades of
$515,000 or greater.
5. JWR will complete development of the Subdivision of 21 lots with single family homes
(the "Work") and sell them upon completion, including all improvements required of the
project by the plans and County.
Page 1 of 3
6. JWR will pay the carrying costs for the subdivision, including:
a. Owner carryback note from JWR in favor of TCH of $1.362 million, with monthly
payment to TCH equal to 5.5% simple interest per annum, starting from August
11, 2016 and due within twelve months.
b. A 1% loan fee ($13,620) paid to TCH on the effective date of this Agreement.
c. Property taxes and County fees.
d. Utility bills and TCSD charges for the Subdivision.
e. Other charges associated with development of the Subdivision, including

compliance with conditions of approval and government fees for permit
processing and environmental mitigation and stormwater runoff permitting and
requirements.
7. TCH will assign proceeds from the Preferred Bank construction loan (to complete 8 lots)
it presently has secured for the project to JWR, plus the proceeds of any otherfinancing
it may secure for the Work, if any.
8. TCH will assign and/or maintain insurance (wrap, course of construction and general
liability), contracts and permits necessary to develop said 21 lots, at JWR expense (paid,
if possible, by bank financing).
9. APlus shall be contracted to perform the Work pursuant to a 12-15 month construction
schedule.
10. JWR will advance funds necessary to finance the construction of the 21 lots and tract
improvements, initially using the Preferred Bank loan for the construction of the first eight
houses. TCH will assist JWR in pursuing a development loan or loans for construction of
subsequent phases of the project.
11. JWR indemnify TCH and its principals for and guarantee 1) repayment of the existing
construction loan with Preferred Bank and subsequent construction loans JWR approves;
and 2) repayment of the owner carryback note in paragraph 6a. Separate indemnity and
guarantees shall be signed by JWR and by Don Judkins personally.
12. All disagreements are to be referred to mediation in the City of SLO within two weeks of
notification from one party to the other, as a pre-requisite to legal action or any attorneys'
fees associated therewith.
Page 2 of 3
13. This agreement integrates all other agreements between the parties.
JWR Partners, LLC
By: - - - - - - - - - - -
Las Tablas Villas, LLC
John Be sher, Managing Member
Page 3 of 3
EXHIBIT
EXHIBIT 22
EXHIBIT
EXHIBIT 22
EXHIBIT
EXHIBIT 22
PURCHASE AND SALE AGREEMENT
41 Lots in Vineyard Creek project
Las Tablas Road, Templeton California
July 21, 2016
WHEREAS, Las Tablas Villas, LLC ("LTV") is the owner of Tract 2549 located at 1155 Las Tablas
Road in the unincorporated community of Templeton, California (the "Subdivision"); and
WHEREAS, LTV has completed nearly all improvements for Tract 2549 (other than landscaping
and a security gate); and
WHEREAS, JWR Partners, LLC ("JWR") desires to build out the Subdivision and sell 41 completed
houses; and
WHEREAS, LTV is willing to sell the subdivision to JWR under the terms provided herein,
NOW, THEREFORE, THE UNDERSIGNED PARTIES AGREE AS FOLLOWS:
1. LTV hereby agrees to sell to JWR all right, title and interest to the Subdivision, including
41 lots within Tract 2549 located at 1155 Las Tablas Road, California.
2. JWR may request LTV assign the right of proceeds of sale of each lot to JWR, such that
JWR will not go onto title for the individual lots or the Subdivision. Said event shall
constitute a "sale" of the lot to JWR for purposes of this Agreement.
3. Said sale shall include the assignment of all entitlements, permits, drawings, water and
sewer rights and any other subdivision rights in LTV's possession.
4. JWR agrees to pay $145,000 (plus a sum equal to 110% paydown) to LTV upon the closing
of each lot within the Subdivision. The total per lot consideration paid by JWR to LTV shall
be $5,950,000.00.
5. JWR will complete development of the Subdivision of 41 lots with single family homes
(the "Work") and sell them upon completion, including all improvements required of the
project by the plans and County.
6. JWR will pay the carrying costs for the subdivision, including:
a. Owner carryback note from JWR in favor of LTV of $3.3 million, with monthly
payment to LTV equal to 5.5% simple interest per annum, starting from August 11,
2016 (totaling $3.3 million) and due within twelve months, plus 1% loan fee
($33,000) to be paid to LTV on the effective date of this Agreement.
Page 1 of 3
b. Property taxes and County fees.
c. Utility bills and TCSD charges for the Subdivision.
d. Other charges associated with development of the Subdivision, including

compliance with conditions of approval and government fees for permit
processing and environmental mitigation and stormwater runoff permitting and
requirements.
7. LTV has received a loan extension that LTV has guaranteed. This loan shall remain in place
until paid off.
8. LTV will assign and/or maintain insurance (wrap, course of construction and general
liability), contracts and permits necessary to develop said 41 lots, at JWR expense (paid,
if possible, by bank financing).
9. APlus shall be contracted to perform the Work pursuant to a 12-15 month construction
schedule.
10. JWR will advance funds necessary to record the final map. JWR will further finance the
construction of the 41 lots and tract improvements, initially paying cash for the
construction of five houses. LTV will assist JWR in pursuing a development loan or loans
for construction of subsequent phases of the project. Any bonding or bond pay-offs shall
be applicable to and included in the land purchase price.
11. JWR will execute indemnities in favor of LTV and its principals for repayment of the
existing land loan with PLM and also provide guarantees to LTV and its principals who
have signed on the current LTV land loan for a) repayment of anticipated development
loan (s) (or other loan approved by JWR); and b) the current land loan with PLM. This
indemnity and guarantees shall be signed by JWR and by Don Judkins. personally.
12. All disagreements are to be referred to mediation in the City of SLO within two weeks of
notification from one party to the other, as a pre-requisite to legal action or any attorneys'
fees associated therewith.
13. This agreement integrates all other agreements between the parties.
Page 2 of 3
JWR
JWR Partn;r,
Partneys, LLC
LLC
By:
By: ffecti ()~
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fifth .. /
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By:
By: p P'
Las Ta bias Villas, LLC
Tablas LLC
Ryan etetit, Manag ng Member
John Bel r, Managing Member
Page 3 of 3
EXHIBIT
EXHIBIT 33
EXHIBIT
EXHIBIT 33
EXHIBIT
EXHIBIT 33
PROMISSORY NOTE BETWEEN
RY AN PETETIT AND
RU SSELL SHEPPEL
Borrower: Lender:
RY AN PETETIT RUSSELL SHEPPEL
Principal Amount:
Date of Note: September 10, 2015
PROMISE TO PAY. RYAN PETETIT ("Borrower") promises to pay to RUSSELL

SHEPPEL ("Lender"), or order, in lawful money of the United States of America , the
principal amount of Three Hundred Five Thousand Four Hundred Thirty Six
($305,436}, together with interest at the rate of 12.5% per annum on the balance to be
paid out of escrow so named in this document by 12/1 /15, and 20% per annum on the
unpaid principal balance should any extend beyond 12/1/15, until paid in full.
(SEE ATTACHED SPREADSHEET AS EXHIBIT A)
PAYMENT. $374,768.00 shall be paid with $0 points if paid by 12/1/15. Monthly

payments on the remaining balance should there be any, would be interest only monthly
paid and due on the 5th day of each month, delivered to Russell Sheppel, 1202
Shoreline Dr., Santa Barbara, CA, 93109 and made payable to Russell Sheppel. All
principal and outstanding interest shall be due no later than March 1, 2016.
LATE CHARGE. If a payment is 15 days or more late, Borrower will be charged

5.000% of the regularly scheduled payment. Interest shall accrue on each late day.
DEFAULT. Borrower will be in default if any of the following : (a) Borrower fails to make
any payment when due. (b) Borrower breaks any promise Borrower has made to
Lender, or Borrower fails to perform promptly at the time and strictly in the manner
provided in this Note or in any other agreement or loan Borrower has with Lender. (c)
Any representation or statement made or furnished to Lender by Borrower or on
Borrower's behalf is false or misleading in any material respect. (d) Borrower dies or
becomes insolvent, a receiver is appointed for any part of Borrower's property, Borrower
makes an assignment for the benefit of creditors, or any proceeding is commenced
either by Borrower or against Borrower under any bankruptcy or insolvency laws. (e)
Any creditor tries to take any of Borrower's property on or in which Lender has a lien or
security interest. This includes a garnishment of any of Borrower's accounts with
Lender. (f) Any of the events described in this default section occurs with respect to any
guarantor of this Note (g) Lender in good faith deems itself insecure .
LENDER'S RIGHTS . Upon default, Lender may declare the entire unpaid balance on
this Note and all accrued unpaid interest immediately due, without notice, and then
Borrower will pay that amount. Upon Borrower's failure to pay all amounts declared due
pursuant to this section, including failure to pay upon final maturity, Lender, at its option,
may also
if permitted under applicable law, increase the interest rate on this Note 3.000
percentage points. Lender may hire or pay someone else to help collect this Note if
Borrower does not pay. Borrower also will pay Lender that amount. This includes,
subject to any limits under applicable law, Lender's attorneys' fees and legal expenses
whether or not here is a lawsuit, including attorneys' fees and legal expenses for
bankruptcy proceedings (including efforts to modify or vacate any automatic stay or
injunction), appeals, and any anticipated post-judgment collection services . Borrower
also will pay any court costs , in addition to all other sums provided by law. This Note
has been delivered to Lender and accepted by Lender in the State of California. If there
is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the
courts of San Luis Obispo County, the State of California . This Note shall be
governed by and construed in accordance with the laws of the State of California.
DISHONORED ITEM FEE . Borrower will pay a fee to Lender of $25 .00 if Borrower
makes a payment on Borrower's loan and the check or preauthorized charge with which
Borrower pays is later dishonored.
RIGHT OF SETOFF . Borrower grants to Lender a contractual possessory security

interest in, and hereby assigns, conveys, delivers, pledges, and transfers to Lender all
Borrower's right, title and interest in and to, Borrower's accounts with Lender (whether
checking, savings , or some other account) , including without limitation all accounts held
jointly with someone else and all accounts Borrower may open in the future, excluding
however all IRA, Keogh, and trust accounts. Borrower authorizes Lender, to the extent
permitted by applicable law, to charge or setoff all sums owing on this Note against any
and all such accounts.
COLLATERAL. This note shall be secured by being entered into escrow instructions on
the transaction known as "MISSION OAKS" in Camarillo, CA. A deed of trust recorded
against interest of Tribune Parcel attached to the Long-Bonetti project in San Luis
Obispo will be recorded for any amounts unpaid beyond 12/1 /15 .
Borrower warrants and represents that he has not otherwise encumbered or

assigned his interest in the Agreement. Borrower shall notify Lender of any default for
any note involved with said properties .
Borrower warrants and represents that this loan has NOT been brokered by a
real estate broker.
GENERAL PROVISIONS . This Note is payable on demand. The inclusion of specific

default provisions or rights of Lender shall not preclude Lender's right to declare ,/ L , . . .,.,
1(
payment of this Note on its demand . Lender may delay or forgo enforcing any of its
rights or remedies under this Note without losing them . Borrower and any other person
who signs, guarantees or endorses this Note, to the extent allowed by law, waive any
applicable statute of limitations , presentment, demand for payment, protest and notice
of dishonor. Upon any change in the terms of this Note , and unless otherwise expressly
stated in writing , no party who signs this Note , whether as maker, guarantor,
accommodation maker or endorser, shall be released from liability. All such parties
agree that Lender may renew, extend (repeatedly and for any length of time) or modify
this loan , or release any party or guarantor; or impair, fail to realize upon or perfect
Lender's security interest in the collateral ; and take any other action deemed necessary
by Lender without the consent of or notice to anyone. The obligations under this Note
are joint and several.
NO WAIVER. Nothing in this Promissory Note or related security agreement should be

construed as a waiver of any right Lender may have as a result of Borrower's deposit of
checks which were not honored due to non-sufficient funds .
PRIOR TO SIGNING THIS NOTE, BORROWER HAS READ AND UNDERSTOOD ALL
THE PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THE
NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS NOTE.
Dated :
Signed (Borrower) :
Dated :
Signed (Lender) :
END OF DOCUMENT
3
ExJ1 1,~r A
Loans
·o'ate·;;;·ade"·no~n du·e ·amount... .. ··;iuipose· ... .·······io·a·ried to ·····oRiG TERMS YR 1 YR 2 ············ ··· vR°i ·· ····· ······· PRiNcii'AL.ii= .iiii:io··sv"i21i.1i.s·
12/12/12 ' 12/12/13 75000 San Carlos impvmt 1 yr loan Ryan 30%/YR 25,000 12.5%=12,500 12,500 125,000
2/4/ 15 : 3/4/15 . 10,000 block wall loan LT .PB/LT 2 WEEKS NO INT
2/19/15 \ . 3/3/15 21,516 2 week loan PB/LT 2 WEEKS NO INT
········3/ii:Jii/ ·······i /2s/is ··· ····i i5;sif 2·;.:;e·Eik."i"cia~·s·c:·a·,:ios················Rva~··· ·· ········"i wEEKs·No·,N·r ··iis%;;ifo/rvfr:i 18066
3/27/15 \ 4/27/15 113,000 ,1 mo loan op capital PB 1 MO@l2.5/YR 1177/MO 122,416
4/2h5 I 5/16/15 ; 160,000 :30 day sec w Trib land :ps 1 MO@l2.5/YR 1042/MO 108,336
.6/i/15 ! 6/8/l5 i . 900,Alde r rent/Cameron !Ryan 1 MO@12.5/YR ·10/MO 950
·· · ·· · ·· · ··············>·········· · ······ · ···· 1 ······· j-□-s;4 35·: iiii..,Nciiiii:C ·· ··· ·· · · ···· ·· ······· .........,.....................,.................................................................. . ...... . .. .. ... . . ... . . ... ••.. ••.. . . .. . ..
LOAN PAYMENT TOTAL 374,768
-.~~~.\
-·
~~

18CV-0586 Sheppel Amended

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18CV-0586 Sheppel Amended

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ELECTRONICALLY

SUPERIOR COURT OF THE STATE OF CALIFORNIA

IN AND FOR THE COUNTY OF SAN LUIS OBISPO

11 RUSSELL MARK SHEPPEL, individually and ) C356 N0- 18CV-0586

Trustee of the Russell M. Shepp612009 ) FIRST AMENDED COMPLAINT

FIRST AMENDED COMPLAINT: Page 1

2 1. Plaintiff Russell Mark Sheppel is a resident of Santa Barbara County, California.

6 Separate Property Trust and 2009 Irrevocable Trust as “Sheppel-Trustee.”

7 2. Plaintiff Sheppel Enterprises, LP (“Sheppel Enterprises”), is a California limited

FIRST AMENDED COMPLAINT: Page 2

4 Partners and Judkins would promote fraud or other injustice

5 8. Defendant PB Companies, LLC (“PB Companies”), is a California limited liability

FIRST AMENDED COMPLAINT: Page 3

8 of such agency or employment.

9 14. Plaintiffs’ damages exceed this court’s jurisdictional minimum.

FIRST AMENDED COMPLAINT: Page 4

6 Rules of Professional Conduct prior to soliciting plaintiffs’ participation in those investments. In

9 (g), (i), and (m), pertaining to real estate licensees in California.

FIRST AMENDED COMPLAINT: Page 5

FIRST AMENDED COMPLAINT: Page 6

3 • Defendant Las Tablas Villas, LLC, a residential development in Templeton; and

4 • Camarillo Assisted Living, an assisted-living facility in Camarillo, California.

5 These projects are discussed in detail in the paragraphs that follow.

6 The 581 Higuera Restaurant Project

FIRST AMENDED COMPLAINT: Page 7

2 California Rules of Professional Conduct prior to soliciting plaintiff Sheppel-Trustee’s investment in

FIRST AMENDED COMPLAINT: Page 8

FIRST AMENDED COMPLAINT: Page 9

FIRST AMENDED COMPLAINT: Page 10

FIRST AMENDED COMPLAINT: Page 11

4 one-third to Sheppel-Trustee, and two-thirds to PB Companies.

FIRST AMENDED COMPLAINT: Page 12

2 California Rules of Professional Conduct prior to soliciting plaintiff Sheppel-Trustee’s investment in

6 estate licensees in California.

FIRST AMENDED COMPLAINT: Page 13

7 Professional Conduct prior to undertaking representation of adverse interests. In soliciting plaintiffs’

FIRST AMENDED COMPLAINT: Page 14

FIRST AMENDED COMPLAINT: Page 15

4 Professional Conduct. In soliciting plaintiffs’ investments in defendants’ real estate development

FIRST AMENDED COMPLAINT: Page 16

3 SECOND CAUSE OF ACTION

4 AGAINST DEFENDANTS BELSHER AND DOES 1-10

5 FOR FINANCIAL ELDER ABUSE (PLAINTIFF SHEPPEL)

6 71. Plaintiffs incorporate the allegations of paragraphs 1 through 61.

FIRST AMENDED COMPLAINT: Page 17

5 causing plaintiff Sheppel’s harm.

FIRST AMENDED COMPLAINT: Page 18

2 AGAINST DEFENDANTS BELSHER, PETETIT,

3 PB COMPANIES, AND DOES 11-20

4 FOR AIDING AND ABETTING BREACH OF FIDUCIARY DUTY

5 (581 Higuera Restaurant)

6 88. Plaintiffs incorporate the allegations of paragraphs 1 through 61.

9 90. Each defendant breached his fiduciary duties as described above.

FIRST AMENDED COMPLAINT: Page 19

3 98. Defendants breached their fiduciary duties as described above.

4 99. As a result of defendants’ conduct, plaintiffs have been harmed in an amount to be

5 proved at trial, but in excess of the court’s jurisdictional minimum.

FIRST AMENDED COMPLAINT: Page 20

6 Partners, Ltd. (2014) 225 Cal.App.4th 1451.)

7 SEVENTH CAUSE OF ACTION

8 AGAINST DEFENDANTS BELSHER, PETETIT,

9 PB COMPANIES, TOAD CREEK HOMES, JUDKINS,

FIRST AMENDED COMPLAINT: Page 21

3 EIGHTH CAUSE OF ACTION