Victorville/Desert Springs v. Baronet & Co. CA2/5

CourtCalifornia Court of Appeal
DecidedJanuary 21, 2026
DocketB340398
StatusUnpublished

This text of Victorville/Desert Springs v. Baronet & Co. CA2/5 (Victorville/Desert Springs v. Baronet & Co. CA2/5) is published on Counsel Stack Legal Research, covering California Court of Appeal primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Victorville/Desert Springs v. Baronet & Co. CA2/5, (Cal. Ct. App. 2026).

Opinion

Filed 1/21/26 Victorville/Desert Springs v. Baronet & Co. CA2/5 NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS

California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION FIVE

VICTORVILLE/DESERT B340398 SPRINGS, L.P. et al., (Los Angeles County Plaintiffs and Respondents, Super. Ct. No. 23TRCP00441) v.

BARONET & CO., INC.,

Defendant and Appellant.

APPEAL from a judgment of the Superior Court of Los Angeles County, Gary Y. Tanaka, Judge. Affirmed. Procopio, Cory, Hargreaves & Savitch, Kendra J. Hall, Meg E. Dawson, Jeff S. Hood and Michelle J. Wells for Defendant and Appellant. Cox, Castle & Nicholson, Edward F. Quigley and Cathy T. Moses for Plaintiffs and Respondents. ________________________ Appellant Baronet & Co., Inc. appeals a trial court judgment confirming an arbitration award in favor of respondents Victorville/Desert Springs, L.P., and Affordable Multi-Family, LLC (the Partnerships). Baronet contends the arbitrator erroneously failed to give preclusive effect to findings from a prior arbitration between the same parties, and in so doing exceeded her authority, requiring the trial court to vacate the arbitration award under Code of Civil Procedure section 1286.2, subdivision (a)(4).1 Even assuming—which we do without deciding the question—that it was a legal error for the arbitrator to not give res judicata effect to the finding of negligent misrepresentation from the prior arbitration, the trial court correctly found that such error is not a basis for vacating an arbitration award. We therefore affirm.

FACTUAL AND PROCEDURAL BACKGROUND

A. Overview

Baronet and the Partnerships were business partners in three low-income housing projects, for our purposes here named Breezewood, Oakwood, and Victorville.2 At the time the original disputes between Baronet and the Partnerships arose, Baronet was acting as the general contractor for the projects, and the Partnerships—with certain other entities not relevant here—

1All further statutory references are to the Code of Civil Procedure. 2 The Oakwood project is sometimes referred to in the record as the Moreno project or the One Moreno Valley project.

2 were the developers. After Baronet filed a number of lawsuits against the Partnerships, the parties (through their representatives) exchanged settlement offers, participated in a mediation in April 2012, and entered into a written settlement agreement. Baronet subsequently initiated three consecutive arbitrations to enforce the settlement agreement. As provided in the settlement agreement, the mediator served as the arbitrator in the first two arbitrations; in both instances, he found in favor of Baronet, awarding damages, interest, attorney fees, and costs. A new arbitrator was appointed for the third arbitration, and that new arbitrator ruled against Baronet on its claim for damages and also awarded attorney fees and costs to the Partnerships. Only the third arbitration award is at issue in the current appeal, but some limited detail about the settlement and all three arbitrations will illuminate our discussion of the legal issues on appeal.

B. Settlement Discussions, Mediation, and Settlement Agreement

After Baronet filed a number of lawsuits against the Partnerships, discussions regarding the Oakwood and Breezewood projects led to an exchange of settlement proposals and an April 2012 mediation with George Calkins of JAMS acting as mediator. These discussions involved Charles Ashley, acting as Baronet’s principal representative, and Michael Costa, acting on behalf of the Partnerships. In the context of settlement discussions, Ashley sought and received 15-year cash flow projections for each project. These projections are referred to as the Proformas. Costa directed

3 Tetrault, an employee of the Partnerships, to prepare the Proformas. They were prepared in less than 10 days using information available in mid-2011, and they were used to help settle the parties’ disputes at a mediation in April 2012. The parties held continued negotiations over settlement documentation language, including whether the Proformas would be part of the settlement agreement and how they would be characterized. Their negotiations resulted in a signed Mutual Release and Settlement Agreement (Settlement Agreement), effective April 26, 2012. Broadly stated, the Settlement Agreement provided that the Partnership would pay Baronet two lump sum payments of $1.5 million and $1 million, plus annual payments of surplus cash as anticipated based upon the Proformas. The Settlement Agreement describes the Proformas in paragraph 2(f) as follows: “Attached hereto as Exhibit A are three (3) spreadsheets setting forth each Partnership’s good faith estimate of each Partnership’s projected Cash Flow and Sale or Refinancing Proceeds through Year l5 of each project based upon information known or available to the Partnership as of March 7, 2012 (each a ‘Pro Forma Cash Flow’ and together the ‘Pro Forma Cash Flows’). The Parties acknowledge that the Pro Forma Cash Flows are not a guarantee of actual amounts of Cash Flow distributions and/or Sale or Refinancing Proceeds to be paid to Baronet from year to year pursuant to Paragraph 2(b). Baronet acknowledges that actual Cash Flow distributions and actual Sale or Refinancing Proceeds paid to Baronet may be more or less than the amounts set forth on the Pro Forma Cash Flows, and shall be based on actual amounts of Cash Flow and actual Sale or Refinance Proceeds rather than the projected amounts set forth on the Pro Forma Cash Flows. Neither [of the Partnerships] has

4 any obligation to update, revise, supplement, or replace any Pro Forma Cash Flow. To the extent the Pro Forma Cash Flows differ in any respect from the Cash Flow distribution provisions of the Partnership Agreements, the Partnership Agreements control.” The Settlement Agreement also included an arbitration provision, which read as follows: “This Agreement may be enforced pursuant to California Code of Civil Procedure section 664.6. The Parties agree that any and all disputes or claims arising out of or in any way related to this Agreement, including without limitation, fraud in the inducement of this Agreement, or relating to the general validity or enforceability of this Agreement, shall be submitted to final and binding arbitration before George Calkins of JAMS. If George Calkins is unavailable, the Parties shall agree on another, single arbitrator, and if the parties cannot agree on a single arbitrator then JAMS shall appoint an arbitrator pursuant to its rule and procedures. Any arbitration arising out of or related to this Agreement shall be conducted in accordance with the expedited procedures set forth in the [JAMS Rules]. Arbitration costs shall be initially split equally between the Parties. In any arbitration arising out of or related to this Agreement, the arbitrator(s) shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.” The heart of Baronet’s subsequent arbitration claims against the Partnerships centers on the extent to which the Proformas misrepresented future cash flow expectations for each

5 project, and the extent to which Baronet relied upon the Proformas when entering into the Settlement Agreement.

C. First Arbitration

1.

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Cite This Page — Counsel Stack

Bluebook (online)
Victorville/Desert Springs v. Baronet & Co. CA2/5, Counsel Stack Legal Research, https://law.counselstack.com/opinion/victorvilledesert-springs-v-baronet-co-ca25-calctapp-2026.