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ProGuard owning 85%. If additional capital is
required, equity interest shall be based on partners’
capital balance. ProGuard will have a right of first
refusal should Emerson decide to sell his respective
interest.
While at ProGuard, petitioner reported to Bradford G.
Crandall, Sr. (Crandall, Sr.). Crandall, Sr. lent to petitioner
over time $128,424.60, and promissory notes were created to
document the loans (the loans).
Petitioner was diagnosed with diabetes in about 1990.
During petitioner’s relationship with ProGuard, he took daily
medication for his diabetic condition. Petitioner ceased working
for ProGuard on or about August 18, 1997.
Lawsuit Against ProGuard
On September 11, 1997, petitioner filed a complaint against
ProGuard, Crandall, Sr., Bradford G. Crandall, Jr.
(Crandall, Jr.), and a group referred to as “Does 1 though 50”
(collectively, “defendants”) in the Superior Court for the State
of California for the County of Solano (the lawsuit). The
complaint alleged that petitioner and Crandall, Jr. together
obtained patents for products developed by petitioner while
working with ProGuard. The patents were held in ProGuard’s name,
which would then package and sell the products. In consideration
for petitioner’s work, he was to receive 15 percent of the net
profits from the sale of the products and a 15-percent capital
interest in any entity formed by ProGuard and petitioner to sell
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Last modified: May 25, 2011