Beruflich Dokumente
Kultur Dokumente
SBN 59058
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LAW OFFICES OF LAWRENCE M. ADELMAN '0,,1,) ;\'~6hLL~ Sl)V1'RIU)t c'OURT
2 5850 CANOGA AVENUE, SUITE, 400 MA~' 0 n //!P!
WOODLAND HILLS, CA 9136706554 .. ! ... " iff",
3 Phone: 818-992-8005 ,ICHN A.clAP!'E,'" .
Fax: 818-71003844 /i ." / ,~.l,Lfdil<
4
Attorney for Defendant and Cross-Complainant Wiseman Park, fl2~~e~~~tability
5 company, doing business as Kung Pao Kitty
6
7
II
CIRGADYNE, INCORPORATED, a California) CASE NO. 07K04873
corporation, individually and doing business as )
12
13
Liquor License Specialists and LLS, l CROSSoCOMPLAINT BY DEFENDANT
WISEMAN PARK, LLC, DOING BUSINESS
14
Plaintiff, l AS KUNG PAO KITTY, AGAINST
PLAINTIFF CIRGADAYNE,
) INCORPORATED, DOING BUSINESS AS
vs. LIQUOR LICENSE SPECIALISTS AND LLS,
15
16
} FOR:
WISEMAN PARK, LLC, a California limited ) 1. DELCARATORY RELIEF;
liability company, individually and doing 2. CONSTRUCTIVE FRAUD BY
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business as Kung Pao Kitty, and DOES I
through 10, inclusive, )
l FIDUCIARY;
3. FRAUD BASED ON INTENTIONAL
18 ) MISREPRESENTATION AND/OR
CONCEALMENT;
19
20
-------=:..:::.:==-----
Defendants.
WISEMAN PARK, LLC, a California limited )
)) 4. FRAUD BASED ON NEGLIGENT
MISREPRESENTATION;
5. FRAUD BASED ON PROMISE
liability company, doing business as KUNG )
21 PAOKITTY, l MADE WITHOUT INTENT OF
PERFORMANCE: AND
6. RESCISSION, .
22 Cross-Complainant, ~
23
vs. l
Limited Civil Action with Demand in
) Cross-Complaint over $10,000.00
24 )
CIRGADYNE, INCORPORATED, a ) Honorable Marlene Kristovich
25
California corporation, doing business as ) Department 80
26 LIQUOR LICENSE SPECIALISTS and LLS; )
)
ROES I through 30, inclusive, \', :.'. \-\.r\'U ~
)
27 )
Cross-Defendants. )
28 )
------------)
2 limited liability company, doing business as KUNG PAO KITTY (hereinafter referred to a
3
"Cross-Complainant"), who alleges as follows:
4
I
5
6 GENERAL ALLEGATIONS
7 1. Cross-Complainant is now and at all times relevant hereto was a California limite
8 liability company in good standing, doing business as Kung Pao Kitty, with its principal place 0
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business located at 6445 Hollywood Boulevard, within the City and County of Los Angeles, Stat
10
of California, Postal Code Zip 90028 and the jurisdiction of the Los Angeles Superior Court. Pau
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12 Oberman ("Oberman") was at all times relevant hereto a member and manager of Cross
13 Complainant and all actions taken by Oberman specified in this cross-complaint were taken withi
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the course and scope of his authority in the foregoing positions for and on behalf of Cross
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Complainant, at its direction or with its knowledge, approval, ratification and/or consent.
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2. Cross-Complainant is informed and believes and on such basis alleges that at all
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18 times relevant hereto cross-defendant Cirgadyne, Incorporated, doing business as Liquor Licens
24 Superior Court.
25 3. The true names and capacities of cross-defendants Roes 1 through 30, inclusive, ar
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presently unknown to Cross-Complainant who therefore sues said cross-defendants by such
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fictitious names. Cross-Complainant will amend this cross-complaint to include said Roe cross
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2 informed and believes, and on such basis alleges, that each of the Roe cross-defendants i
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responsible in some manner for the occurrences herein alleged and that Cross-Complainant'
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injuries and damages hereinafter alleged were proximately caused by said Roe cross-defendants'
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6 actions andlor failure to act.
9 joint venturers, partners, members, managers, andlor servants of each of their codefendants, and i
10 doing andlor in failing to do the things herein mentioned were acting within the course and scop
11 of their authority as such principals, agents, officers, directors, shareholders, employees, join
12 venturers, partners, members, managers, andlor servants, with the permission, consent
13 knowledge, at the direction of, andlor with ratification and approval by, their codefendants.
14 5. All of the transactlons herein specified and the execution of the writte
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Acknowledgment dated November 15, 2006 (the "Acknowledgment") attached as Exhibit A t
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Cross-Defendant Cirgadyne's unverified complaint on file in this action (the" Complaint"
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occurred within the City and County of Los Angeles, State of California, and within jurisdictio
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19 and venue of the Central District of the Los Angeles Superior Court. The contents of th
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CROSS-DEFENDANT CIRGADYNE
2 Boulevard, Los Angeles, California 90028 (the "Restaurant"). Oberman spoke with Craig Bloc
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("Block"). Cross-Complainant is informed and believes, and on such basis alleges, Block is th
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president, a director and a shareholder of Cross-Defendant Cirgadyne, and that all actions taken b
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6 Block were within the course and scope of his authority in the foregoing positions for and a
7 behalf of Cross-Defendant Cirgadyne, at its direction or with its knowledge, approval, ratificatio
8 andlor consent. Oberman inquired of Block as to the availability of a License for the Restaurant.
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Block advised Oberman he had two such licenses available. Oberman advised Block he wa
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willing to pay $80,000.00 for a License. Block advised Oberman a License would probably cos
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12 more than $80,000.00 but to make an offer of $80,000.00 for a License and to submit a deposit a
13 $8,000.00 (the "Deposit") to Block at Cross-Defendant Cirgadyne as security for the offer. Bloc
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further advised Oberman to make the Deposit by way of a check made payable to Cross
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Defendant Cirgadyne. Prior to Obennan's submission of an offer and the Deposit to Block a
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Cross-Defendant Cirgadyne Oberman inquired of Block if the Deposit would be refundable if th
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18 seller did not accept the $80,000.00 purchase offer for a License. Block represented, warranted
19 and promised Oberman the Deposit would be fully refundable if the seller rejected Cross
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Complainant's purchase offer. At no time prior to Cross-Complainant's submission of it
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$80,000.00 purchase offer and the Deposit to Block at Cross-Defendant Cirgadyne did Block 0
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23 anyone else at Cross-Defendant Cirgadyne advise Oberman Cross-Complainant would have t
2 Block confirmed he would forward a written purchase offer form to Oberman for $80,000.00 fO!
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the purchase of a License and instructed Oberman to sign the offer form and return it to Block a
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Cross-Defendant Cirgadyne together with Cross-Complainant's check in the amount of th
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6 Deposit made payable to Defendant Cirgadyne. The written $80,000.00 purchase offer forwarde
8 Defendant Cirgadyne confirmed, among other things, the Deposit would be "100% refundabl
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until such time as the Seller has accepted your offer". On or about November 8, 2006 Oberma
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signed and returned to Block a written purchase offer for a License in the amount of $80,000.00.
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18 futiher confirmed to Oberman the Deposit was fully refundable. Oberman never gave Block sue
19 authority and Cross-Complainant's original purchase offer of $80,000.00 was never accepted b
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any seller of a License. On the same date, Oberman and Block discussed the status of Cross
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Complainant's unaccepted $80,000.00 purchase offer and discussed whether Cross-Complainan
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23 desired to make a counter-offer. Oberman asserted he only made the original $80,000.00 purchas
24 offer and submitted the Deposit to Cross-Defendant Cirgadyne because Block told Oberman bot
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of the sellers of a License had assured Block they were willing to sell their license for $80,000.00.
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Block disagreed and Oberman advised Block he did not wish to make a counter-offer. On or abou
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November 14, 2006 Oberman advised Block Cross-Complainant had made arrangements wit!
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2 requested, through Block, that Cross-Defendant Cirgadyne return the Deposit to Cross
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Complainant. Oberman advised Block he would come by on November 15, 2006 to pick up th
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Deposit. Block advised Oberman Block would be waiting for Oberman at Cross-Defendan
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6 Cirgadyne on November 15, 2006.
7 10. On November 15, 2006 prior to arriving at the business offices of Cross-Defendan
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Cirgadyne Oberman received correspondence from Jon Menaster ("Menaster") at Cross
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Defendant Cirgadyne informing Oberman before Cross-Defendant Cirgadyne released a chec
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refunding the Deposit to Cross-Complainant, Cross-Complainant must sign the Acknowledgmen
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18 direction or with its knowledge, approval, ratification and/or consent. On November 14, 200
19 Obennan received notice the escrow with the unidentified seller of the License Cross-Complainan
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was purchasing through another finder would be opening the following day. At no time prio
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Oberman's actual receipt of the Menaster correspondence and the Acknowledgment on Novembel
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23 15, 2006 did Oberman or anyone else at Cross-Complainant know the identifies of the two seller
24 of a License with whom Block and Cross-Defendant Cirgadyne had purportedly been dealing 0
25 behalf of Cross-Complainant and whose identifies were first revealed to Oberman by Cross
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Defendant Cirgadyne in the Acknowledgment. More specifically, on November 14, 2006 whe
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Oberman agreed to open escrow with the unidentified seller from whom Cross-Complainan
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2 sell a License to Cross-Complainant for $85,000.00, neither Oberman nor anyone else at Cross
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Complainant knew Block had presented Cross-Complainant's original $80,000.00 purchase offe
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to either or both of the sellers specified in the Acknowledgment. Prior to November 15, 200
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6 neither Block nor anyone else at Cross-Defendant Cirgadyne had disclosed the identities of an
7 seller to whom Block or anyone else at Cross-Defendant Cirgadyne had presented Cross
13 Complainant's original $80,000.00 purchase offer to the sellers specified in the Acknowledgment.
14
One of the sellers, "MacPhearson-Sidel", was the seller from whom Cross-Complainant ultimatel
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purchased a License for $85,000.00 through another finder who had been contacted by Oberma
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on November 13, 2006 for the purpose of purchasing a License. At the time Oberman made th
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18 latter contact neither Oberman nor anyone else at Cross-Complainant knew the identity of an
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12. On November 15,2006, after Oberman had already agreed to purchase a Licens
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from "MacPhearson-Sidel" for $85,000.00, as specified above, Oberman signed and returned th
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Acknowledgment to Block at Cross-Defendant Cirgadyne because Cross-Defendant Cirgadyn
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2 until the Acknowledgment was signed and returned to Cross-Defendant Cirgadyne. At the tim
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Oberman signed the Acknowledgment Cross-Complainant was in the midst of purchasing
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License for $85,000.00 and was in the process of remodeling and refurbishing the Restaurant.
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6 Cross-Complainant needed the Deposit and Oberman had been given no choice by Block,
7 Menaster and Cross-Defendant Cirgadyne but to sign and return the Acknowledgment if Cross
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Complainant wanted a refund of the Deposit. At the time Block, Menaster and Cross-Defendan
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Cirgadyne asserted Oberman must sign and return the Acknowledgment to receive a refund ofth
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Deposit, Cross-Defendant Cirgadyne, through Block and/or Menaster, knew, or should hav
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12 known through reasonable care and investigation, Block had previously represented, warrante
13 and promised Oberman the Deposit would be fully refundable in the event Cross-Complainant'
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$80,000.00 purchase offer was not accepted by a seller of a License, that neither Block nor an
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other person at Cross-Defendant Cirgadyne had previously informed Oberman th
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Acknowledgment or a similar document would have to be signed by Cross-Complainant as
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18 condition to Cross-Complainant's receiving a refund of the Deposit, and that Oberman had relie
19 on the foregoing representation, warranty and promise by Block that the Deposit would be full
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refundable to Cross-Complainant without any stated condition when Oberman submitted Cross
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Complainant's written $80,000.00 purchase offer and the Deposit to Block at Cross-Defendan
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23 Cirgadyne for presentation to a seller of a License.
24 13. An actual controversy has arisen and now exists between Cross-Complainant an
7 Complainant. to make the $80,000.00 purchase offer for a License through Cross-Defendan
8 Cirgadyne and remit possession and control of the Deposit to Cross-Defendant Cirgadyne for th
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commercial and financial benefit and advantage of Cross-Defendant Cirgadyne. Cross-Defendan
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Cirgadyne asserts the Acknowledgment is enforceable against Cross-Complainant because it i
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12 supported by adequate consideration and because Oberman's signature on the Acknowledgmen
19 Cirgadyne's attorney's fees and court costs in the above-pending action, because Cross
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Complainant purchased a License from "Mac Phearson-Sidel" for $85,000.00 within ninety (90
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days of November IS, 2006, as specified in the Acknowledgment
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23 14. Cross-Complainant desires a judicial determination of the respective rights an
24 duties of the parties under the Acknowledgment concerning which of the parties' interpretations 0
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the Acknowledgment is correct. A judicial determination of the respective rights and duties of th
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parties under the Acknowledgment is necessary and appropriate at this time under th
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circumstances specified above so that the parties can determine their respective rights and duties t
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6 determination now of the respective rights and obligations of the parties under th
8 payment of $8,000.00 from Cross-Complainant, will request the payment of its attorney's fees an
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court costs from Cross-Complainant, and Cross-Complainant will be forced to pay same, withou
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Cross-Defendant Cirgadyne having the legal or equitable right, for the reasons specified above, t
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12 enforce the Acknowledgment against Cross-Complainant and collect $8,000.00, its attorney's fee
23 from unjustly enriching itself to the financial damage of Cross-Complainant, as specified herein.
25 time of trial, but currently do not exceed the limited jurisdictional threshold of the superior court.
26
III
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SECOND CAUSE OF ACTION FOR CONSTRUCTIVE FRAUD BY FINDER AGAINST
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10
8 purchase a License. In the foregoing regard, and not by way of limitation or exclusion, Cross
9 Defendant Cirgadyne and/or Roes 1 through 30, inclusive, actually or impliedly represented to
10 Oberman Cross-Defendant Cirgadyne and/or Roes 1 through 30, inclusive, were experts in th
11 purchase, sale, listing, valuation and related contract and escrow transactions associated with th
12 sale, purchase and transfer of a License. At all times relevant hereto Cross-Complainant Cirgadyn
13 and/or Roes 1 through 30, inclusive, knew or in the exercise of reasonable care should hav
14 known, Oberman was not knowledgeable and experienced in the foregoing matters relating to th
15 purchase, sale and transfer of a License, and/or otherwise had limited knowledge and experienc
16 in such matters, and was relying on knowledge, experience, skill, training and honesty of Cross
17 Defendant Cirgadyne and/or of Roes 1 through 30, inclusive, in such matters when Oberma
18 retained Cross-Defendant Cirgadyne for the purpose of making the above-specified $80,000.0
19 purchase offer for a License, signed a written offer in such regard, and remitted the Deposit t
20 Block at Cross-Defendant Cirgadyne. Further and specifically with respect to Oberman'
21 authorization to Block to present the $80,000.00 purchase offer for a License, and with respect t
22 Oberman's remittance of the Deposit to Block at Cross-Defendant Cirgadyne, the foregoin
23 defendants knew, or through the exercise of reasonable care should have known, Oberman wa
24 relying on the above-stated representations, warranties and promises of Block that in the event th
25 foregoing purchase offer was rejected, Cross-Complainant would be entitled to the immediate an
26 unconditional return of the Deposit. At no time prior to November 15, 2006, as specified above.
27 did Cross-Defendant Cirgadyne, Block, Menaster and/or Roes 1 through 30, inclusive, ever advis
28 or warn Oberman the Deposit would only be refundable to Cross-Complainant if th
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2 Cross-Defendant Cirgadyne.
3 18. Cross-Defendant Cirgadyne and/or Roes I through 30, inclusive, knew or throug
4 the exercise of reasonable care should have known, that at all times relevant to this cross
5 complaint, Cross-Defendant Cirgadyne had no exclusive right to sell any License for which Cross
6 Complainant made a purchase offer, Cross-Defendant Cirgadyne would not earn or otherwise b
7 entitled to a finder's fee for the sale of a License to Cross-Complainant unless and until the selle
8 of a License accepted Cross-Complainant's purchase offer, and that absent such acceptance,
9 Cross-Complainant would be entitled to the immediate and unconditional return of the Deposit, a
10 represented, warranted and promised to Oberman by Cross-Defendant Cirgadyne through Block.
11 Further, Cross-Defendant Cirgadyne and/or Roes 1 through 30, inclusive, knew, or in the exercis
12 ofreasonable care should have known, that upon the rejection of Cross-Complainant's $80,000.0
13 purchase offer for a License, Cross-Complainant was entitled to the immediate return of th
14 Deposit without having to first sign the Acknowledgment or a similar document, and tha
15 requiring Oberman to sign the Acknowledgement as a condition to the return of the Deposit wa
16 unlawful, improper and breach of the fiduciary duty owed to Cross-Complainant by said cross
17 defendants to act in good faith, with honesty, to deal fairly with and to make full disclosures to,
18 Cross-Complainant and Oberman, and to place the financial and business interests of Cross
19 Complainant before those of Cross-Defendant Cirgadyne, to fully, truthfully and accuratel
20 disclose to Oberman that Cross-Complainant was not required to sign the Acknowledgment as
21 condition to receiving a refund of the Deposit, and that interposing the signing of th
22 Acknowledgment as a condition to the refund of the Deposit was done for the sale and selfis
23 purpose of advancing and promoting the financial and business interests of Cross-Defendan
24 Cirgadyne and/or of Roes 1 through 30, inclusive, before and to the damage and detriment of th
25 financial and business interests of Cross-Complainant, and/or for the purpose of obtaining
26 position of exclusivity with respect to the sale and purchase of a License involving Cross
27 Complainant that Cross-Defendant Cirgadyne did not otherwise enjoy. Cross-Defendan
28 Cirgadyne and/or Roes 1 through 30, inclusive, due to their fiduciary relationship with Cross
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6 imposed on said defendants by virtue of their acting as finders for a License on behalf of Cross
7 Complainant, as Cross-Complaint's agent for the purpose of presenting its $80,000.00 purchas
8 offer for a License, and in assuming possession of and control over the Deposit for the purpose 0
11 Roes 1 through 30, inclusive, was a substantial factor in causing Cross-Complainant to execute th
12 Acknowledgment and assume the duties and obligations specified therein, and in causing Cross
13 Complainant to take all other actions more specifically mentioned above in connection wit
14 making the $80,000.00 purchase offer for a License and in remitting the Deposit to Block a
15 Cross-Defendant Cirgadyne. Further, such breach of fiduciary duty was a substantial factor i
16 causing Cross-Complainant to suffer and incur the various financial injuries, damages and losse
17 mentioned above and to be more specifically established according to proof at the time of trial, bu
18 which damages do not cUlTently exceed the limited jurisdictional threshold of the superior court.
19 IV
20 THIRD CAUSE OF ACTION FOR FRAUD BASED ON INTENTIONAL
21 MISREPRESENTATION AND/OR CONCEALMENT OF MATERIAL FACTS AGAINST
22 CROSS-DEFENDANT CIRGADYNE AND ROES 1 THROUGH 30, INCLUSIVE
23 21. Cross-Complainant hereby refers to and incorporates herein by referenc
]3
]4
2 concealed material facts specified above and would not have taken such actions if Oberman ha
3 know the true facts. At the time Oberman so acted Oberman did not know or have reason to kno
4 of the above-specified true intent and design of Cross-Defendant Cirgadyne and/or of Roes 1
5 through 30, inclusive, which were intentionally misrepresented and/or hidden and not disclosed b
6 said cross-defendants for the sale purpose of forcing Cross-Complainant to make its $80,000.0
7 purchase offer for a License and remit possession and control of the Deposit to Cross-Defendan
8 Cirgadyne for the latter's sale commercial and financial benefit and advantage, as herein specified.
9 24. As a proximate result of the intentional and wrongful misrepresentations
10 warranties and promises, and/or concealment of material facts, by Cross-Defendant Cirgadyn
II and/or by Roes 1 through 30's, inclusive, as specified above, Cross-Complainant has bee
12 damaged in the amount and to the extent specified above, the specific amount which damage will
13 be established according to proof at the time of trial, but which damage does not currently excee
22 V
IS
4 by Roes 1 through 30, inclusive. Notwithstanding, the foregoing cross-defendants were aware, 0
5 through the exercise of reasonable care and investigation should have been aware, that without
6 reasonable basis for doing so, said cross-defendants could not reasonably and accurately make th
7 subject representations, warranties and promises to Oberman herein alleged. At all times relevan
8 hereto said cross-defendants concealed from Oberman their foregoing lack of information an
9 basis, and their resulting inability, to accurately make the foregoing representations, wan-antie
10 and promises to Oberman.
11 28. Said cross-defendants' foregoing representations, warranties and promIses
12 made to Oberman by Cross-Defendant Cirgadyne and/or by Roes 1 through 30, inclusive, with th
13 intent to induce Oberman to take the actions on behalf of Cross-Complainant herein specified.
14 29. Oberman and Cross-Complainant, at the time the above cross-defendants made th
15 above-mentioned representations, warranties and promises, and at the time that Oberman took th
16 actions herein mentioned, were ignorant of the falsity of said representations, warranties
17 promises, and believed them to be true. In reliance on said representations, warranties an
18 promises Obennan was induced to and did perform the various actions more specificall
19 mentioned above in connection with the presentation of the $80,000.00 purchase offer for
20 License and the remittance of the Deposit to Cross-Defendant Cirgadyne at the direction, advic
21 and insistence of Block.
22 30. For all of the reasons more specifically mentioned above, the foregoing reliance b
23 Oberman and Cross-Complainant was reasonable and justified.
24 31. As a proximate result of the specified cross-defendants' above-mentione
25 fraudulent conduct Cross-Complainant suffered and incurred the economic injuries, damages an
26 losses more specifically mentioned above, the specific amount of which will be establishe
27 according to proof at the time of trial, but which currently are in an amount less than the limite
28 jurisdictional threshold of the superior CGUli.
]6
23 Cross-Defendant Cirgadyne.
M VII
25 SIXTH CAUSE OF ACTION FOR RESCISSION AND RESTITUTION AGAINST
26 CROSS-DEFENDANT CIRGADYNE AND ROES 1 THROUGH 50, INCLUSIVE
27 35. Cross-Complainant hereby refers to and incorporates herein by referenc
28 paragraphs 1 through 34, inclusive, above.
17
4 have received from said cross-defendants under or in connection with the Acknowledgment
5 and/or hereby asserts Cross-Complainant did not receive anything of value from said cross
6 defendants in connection with the execution and delivery of the Acknowledgment and/or i
7 connection with any services Cross-Defendant Cirgadyne and/or Roes 1 through 30, inclusive,
8 may have rendered to Cross-Complainant as a finder for a License. In the foregoing regard, Cross
9 Complainant is informed and believes, and on such basis alleges, for all of the reasons specifie
10 above, when said cross-defendants obtained Cross-Complainant's promise under th
11 Acknowledgment to pay to Cross-Defendant Cirgadyne the sum of $8,000.00, plus attorney's fee
12 and court costs, if Cross-Complainant purchased a License from "Mac Phearson-Sidel" withi
13 ninety (90) days of November 15, 2006, said promise lacked, and still lacks, adequate an
19 connection with the presentation and execution of the Acknowledgment, which sums and damage
20 will be established according to proof at the time of trial, but which do not currently exceed th
21 limited jurisdictional threshold of the superior court.
24 tenders, any and all consideration, if any, found by this honorable court to have been received b
25 Cross-Complainant from any and/or all of said cross-defendants and found be due and owing t
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2 proximate result of the actions of Cross-Defendant Cirgadyne and/or of Roes 1 through 30,
3 inclusive; (ii) to indemnify Cross-Complainant and Oberman against any and all further and othe
4 liability, cost and expense, whatsoever, under the Acknowledgment; (iii) to indemnify and defen
5 Cross-Complainant and Oberman from and against any and all liability to Block and/or Menaste
6 under the Acknowledgment or otherwise in connection with this action and/or the purchase of
7 License for the Restaurant; and (iv) to pay to Cross-Complainant the full amount of the attorney'
8 fees and court costs paid and incurred by Cross-Complainant in this litigation and as a proximat
9 result of the above-stated actions of Cross-Defendant Cirgadyne and/or of Roes 1 through 30.
10 inclusive; all in an amount to be more specifically established according to proof at the time 0
11 trial, but in no event in an amount in excess of the limited jurisdictional threshold of the superio
12 court.
13 38. Cross-Complainant will suffer irreparable and substantial harm if th
14 Acknowledgment is not rescinded and Cross-Complainant is not given the monetary and othe
15 legal and/or equitable relief herein requested, with interest on said monetary relief from Novembet
16 15, 2006 at the rate of ten percent (10%) per annum to the date of judgment, because (i) Cross
17 Complainant will have assumed the obligations under the Acknowledgment to pay Cross
18 Defendant Cirgadyne the sum of $8,000.00, plus attorney's fees and court costs, for the purchas
20 November 15, 2006, when such assumption of obligation was obtained as the result of a breach 0
21 fiduciary duty, intentional or negligent fraud, and/or without support by adequate consideration
22 which assumption of obligation would not have occurred had Cross-Defendant Cirgadyne and/o
23 Roes 1 through 30, inclusive, not engaged in the conduct more specifically mentioned above an
25 Cirgadyne and/or Roes 1 through 30, inclusive, are not ordered to indemnify Cross-Complainan
27 Oberman will continue to incur financial and legal liability and responsibility thereunder to Cross
28 Defendant Cirgadyne and/or to Roes 1 through 30, inclusive, which financial and legal liabilit
19
2 inclusive, had not engaged in the conduct more specifically mentioned above and caused Oberma
3 to make the $80,000.00 purchase offer for a License through Cross-Defendant Cirgadyne, to remi
4 possession and control of the Deposit to Block at Cross-Defendant Cirgadyne, and to sign an
6 Deposit to Cross-Complainant.
7 VIII
26 2. For interest on the foregoing sums at the rate of ten percent (10%) pel
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2 jurisdictional threshold of the superior court and in an amount to be established according to proo
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at the time of trial.
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2. For interest on the foregoing sums at the rate of ten percent (10%) pe
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7 3. For exemplary and punitive damages under Civil Code 3294 in an amoun
19 jurisdictional threshold of the superior court and in an amount to be established according to proo
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at the time oftrial.
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2. For interest on the foregoing sums at the rate of ten percent (10%) pe
22
23 annum from November 15,2006 to the date of judgment.
24 3. For exemplary and punitive damages under Civil Code 3294 in an amoun
25 to be established according to proof at the time of trial.
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F. Sixth Cause of Action:
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1. For rescission of the Acknowledgment.
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2 through 30, inclusive, to restore, return and refund to Cross-Complainant all things of valu
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given to Cross-Defendant Cirgadyne and/or to Roes I through 30, inclusive, by Cross
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Complainant or Oberman under or in connection with the Acknowledgment.
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6 3. For an order of the court ordering Cross-Defendant Cirgadyne and/or Roe
7 I through 30, inclusive, to indemnify Cross-Complainant and Oberman from and against any all
8 cost, liability and expense, whatsoever, to Roes I through 30, inclusive, Block and/or Menaste
9
arising under or concerning the Acknowledgment.
10
4. For interest on the foregoing sums at the rate of ten percent (10%) pe
II
12 annum from November 15,2006 to the date of judgment.
u-
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21 Lawrence M. Adelman, Attorney for Defendant
and Cross-Complainant Wiseman Park, LLC, a
22 California limited liability company, doing
23 business as Kung Pao Kitty
24 IV
25
REMITTITUR
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Cross-Complainant hereby remits to the limited jurisdictional threshold of the superio
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//
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4 L wrence . Adelman, Attorney for Defendant
and Cross-Complainant Wiseman Park, LLC, a
5 California limited liability company, doing
business as Kung Pao Kitty
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2 STATE OF CALIFORNIA )
4 I am a citizen of the United States and a resident of Los Angeles County, California. I an
5 over the age of eighteen years and I am not a party to this action. My business address is 585
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Canoga Avenue, Suite 400, Woodland Hills, California 91367-6554.
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On May ~, 2007, I served the within document(s) entitled CROSS-COMPLAINT B
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DEFENDANT WISEMAN PARK, LLC, ETC., AGAINST PLAINTIFF CIRGADYNE,
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INCORPORATED, ETC., on the interested parties in this action, by placing a true copy thereo
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enclosed in a sealed envelope, with postage thereon fully prepaid, addressed as follows:
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Steven H. Gardner, Esq.
12 Law Offices of Steven H. Gardner
13 9595 Wilshire Boulevard, Suite 610
Beverly Hills, CA 90212
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I am readily familiar with the practice of this office for collecting and
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correspondence for mailing. Under that practice, the above-described document(s) would b
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deposited with the U.S. Postal Service on the same day as the document(s) were enclosed in thei
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envelope(s). I am aware that on motion of the party served, service is presumed invalid if th
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postal collection date or postage meter date is more than one day after the date of mailing set f01t
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in this declaration.
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I declare under penalty of perjury under the laws of the State of California that th
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foregoing is true and correct.
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Executed on this ~ day of May, 2007, at Los Angeles, California.
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25 ~~ Lawrence M. Adelman
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