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1 Tanzeel Hak, State Bar No. 331248
By the Law, APC
2 481 N. Santa Cruz Ave., #233
Los Gatos, CA 95030
3 Tel: (510) 362-6791
4 Email: tanzeel@bythelaw.co
5 Attorney for Plaintiff,
Shahram Tabatabai
6
7 SUPERIOR COURT OF THE STATE OF CALIFORNIA
8 FOR THE COUNTY OF SANTA CRUZ
9
10 SHAHRAM TABATABAI, an individual, as Case No.: 18CV02004
assignee of the claims of NEMAT
11 MALEKSALEHI, FIRST AMENDED COMPLAINT FOR
12 Plaintiff, (1) BREACH OF ORAL CONTRACT;
(2) INTENTIONAL INTERFERENCE
13 vs. WITH CONTRACT;
(3) INTENTIONAL INTEREFERENCE
14 JEANNE TURNER TABATABAI, an WITH PROSPECTIVE ECONOMIC
individual; and DOES 1 through 10, inclusive, ADVANTAGE; AND
15 (4) BREACH OF FIDUCIARY DUTIES
Defendants.
16 [Unlimited Civil Action - Amount in
Controversy Exceeds $25,000.00]
17
18 Plaintiff, Nemat Maleksalehi, alleges as follows:
19 GENERAL ALLEGATIONS
20 1. Plaintiff is, and at all times herein mentioned was, an individual residing in Santa
21 Clara County, California.
22 2. Plaintiff is informed and believes, and thereon alleges that Defendant Shahram
23 Tabatabai (“Tabatabai”) is, and at all relevant times was, an individual residing in Santa Cruz
24 County, California.
25 3. Plaintiff is informed and believes, and thereon alleges that Defendant Jeanne Turner
26 Tabatabai (“Turner”) is, and at all relevant times was, an individual residing in Santa Cruz County,
27 California.
28 4. Plaintiff is ignorant of the true names and capacities of Defendants sued herein as
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FIRST AMENDED COMPLAINT
1 DOES 1 through 10, inclusive and therefore sues these Defendants by such fictitious names.
2 Plaintiff prays leave to amend this Complaint to allege their true names and capacities when the
3 same have been ascertained.
4 5. Plaintiff is informed and believes, and thereon alleges that Tabatabai and Turner
5 were husband and wife at all relevant times through the filing of this Complaint, though a divorce
6 action between them was filed on May 11, 2016 in Santa Cruz Superior Court case number
7 16FL00655.
8 6. Plaintiff is informed and believes, and thereon alleges that Tabatabai and Turner
9 were at all relevant times herein the majority shareholders, acting members of the board, and
10 officers of three related technology companies:
11 Enabledware, LLC (“Enabledware”)
12 Enabledware Digital Signage, Inc. (“Enabledware Digital”)
13 Envision Media Holding, Inc. (“Envision Media”)
14 7. Plaintiff is informed and believes, and thereon alleges that Tabatabai and Turner
15 each controlled Enabledware, Enabledware Digital and Envision Media in all respects, including
16 but not limited to day to day operations.
17 8. Plaintiff is a minority shareholder of Enabledware Digital and Enabledware, without
18 any ability to direct or control any action of Enabledware Digital and Enabledware by virtue of the
19 minority stake.
20 9. Plaintiff is informed and believes, and thereon alleges that each of the Defendants
21 sued herein is responsible in some manner for the occurrences herein alleged, and that Plaintiff’s
22 damages, as herein alleged, were proximately caused by such Defendants.
23 10. Plaintiff is informed and believes, and thereon alleges that at all times herein
24 mentioned each of the Defendants sued herein was the agent or employee of each of the remaining
25 Defendants, and was, at all times, acting within the purpose and scope of such agency or
26 employment.
27 11. Plaintiff is informed and believes, and thereon allege that there exists, and at all
28 times herein mentioned there existed, a unity of interest and ownership between Defendants such
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FIRST AMENDED COMPLAINT
1 that any individuality and separateness between Defendants have ceased, and Defendants are the
2 alter egos of each other. Specifically, Plaintiff is informed and believes, and thereon alleges that (1)
3 Tabatabai and Turner are the owners and controlling members of Enabledware, Enabledware
4 Digital, and Envision Media, (2) Tabatabai and Turner have commingled and failed to separate
5 funds between and amongst their personal assets, Enabledware, Enabledware Digital, and Envision
6 Media, (3) Defendants have diverted funds from certain parties to others for the personal benefit of
7 Tabatabai and Turner, (4) Defendants failed to maintain arms-length transactions and relationships,
8 (5) the corporate entities are and have been used as a mere shell and as a conduit for the personal
9 benefit of Tabatabai and Turner, (6) Defendants have failed to adequately capitalize Enabledware,
10 (7) the corporate entities are used solely as a conduit for the single venture that is Tabatabai and
11 Turner’s personal business, and (8) Tabatabai and Turner acted in their capacities as owners and
12 officers of Enabledware, Enabledware Digital, and Envision Media when they made the
13 representations at issue herein to Plaintiff.
14 SPECIFIC ALLEGATIONS
15 12. In or around October 2011, Plaintiff agreed to personally loan Tabatabai and Turner
16 up to $500,000 on demand, with interest accruing at the maximum legal rate, for the purposes of
17 funding several technology companies formed, run and managed by Tabatabai and Turner (the
18 “Personal Loan”).
19 13. During the negotiation of the Personal Loan, Plaintiff explained to Tabatabai and
20 Turner, personally or through their agents, that Plaintiff would be forced to incur costs to fund the
21 loan, included but not limited to payment penalties for the withdrawal of the money being used to
22 fund the Personal Loan, interest being paid on the loans from which Plaintiff ultimately took the
23 money to fund the Personal Loan, lost investment opportunities, and adverse tax consequences.
24 14. The Personal Loan required repayment of the principal balance plus interest at the
25 maximum legal rate within two years, and was secured by a deed of trust on a commercial building
26 owned by Tabatabai and Turner, located at 331 Soquel Avenue, Santa Cruz, California 95062 (the
27 “Property”). A true and correct copy of the Deed of Trust is attached hereto as Exhibit “A”.
28 15. Pursuant to the terms of the Personal Loan, Plaintiff loaned Tabatabai and Turner the
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FIRST AMENDED COMPLAINT
1 following amounts:
2 October 18, 2011 $200,000
3 October 25, 2011 $50,000
4 November 9, 2011 $100,000
5 16. In or around December 2011, Tabatabai and Turner, individually or through their
6 agents, represented to Plaintiff that they needed to raise additional capital to complete the
7 development of a digital technology owned by Enabledware and then market the technology and
8 Enabledware for sale.
9 17. Tabatabai and Turner, individually or through their agents, further represented to
10 Plaintiff that Tabatabai and Turner’s other businesses, and Envision Media, would pay to use the
11 technology to keep Enabledware capitalized until it could be sold. Tabatabai and Turner,
12 individually or through their agents, advised that they would provide Plaintiff a security interest on
13 Enabledware’s contracts with Envision Media.
14 18. In making these representations, Tabatabai and Turner, individually or through their
15 agents, stated that the assets of Envision Media were worth millions of dollars, which was more
16 than the value of the Property.
17 19. Relying on these representations, Plaintiff agreed: (1) to convert the Personal Loan
18 into a corporate loan to Enabledware of up to $2,275,000, on demand, and (2) to purchase 13,333
19 shares of stock in Enabledware. The agreement was documented in writing in or around December
20 2011 (the “Corporate Loan”). Plaintiff has not been able to find an executed copy of the written
21 agreement, but attaches a draft of the agreement hereto as Exhibit “B”.
22 20. Plaintiff and Tabatabai agreed that the Corporate Loan would be repaid upon the
23 earlier of: (1) five years from the date of the Corporate Loan, or (2) upon the sale of Enabledware.
24 21. Under the Corporate Loan, Plaintiff loaned Defendants the following additional
25 amounts:
26 February 13, 2012 $100,000
27 March 12, 2012 $100,000
28 April 11, 2012 $600,000
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FIRST AMENDED COMPLAINT
1 July 6, 2012 $20,000
2 July 13, 2012 $50,000
3 August 9, 2012 $50,000
4 August 25, 2012 $76,000
5 September 10, 2012 $100,000
6 October 11, 2012 $57,000
7 September 26, 2013 $78,000
8 22. The total principal balance of the Corporate Loan is $1,581,000.
9 23. The Corporate Loan has accrued interest at the maximum legal rate in the total
10 amount of $1,094,484.
11 24. Plaintiff is informed and believes, and thereon alleges that, Tabatabai and Turner
12 used the Corporate Loans intended for Enabledware to fund their businesses, including,
13 Enabledware, Enabledware Digital, and Envision Media.
14 25. Plaintiff is informed and believes, and thereon alleges that, in or around 2016,
15 Enabledware was in negotiations to sell itself to third-party buyer NXChain for approximately $17
16 million in cash and stock, and that the Corporate Loan would be repaid upon the consummation of
17 that sale.
18 26. Plaintiff is informed and believes, and thereon alleges that, during the negotiations
19 for the sale of Enabledware, Turner and Tabatabai began experiencing martial problems.
20 27. Plaintiff is informed and believes, and thereon alleges that, in or about November
21 2016, in derogation of her fiduciary duties to Plaintiff, Turner deprived Enabledware of company
22 assets to pay personal tax debts in an effort to gain advantage in the divorce proceeding. Plaintiff is
23 informed and believes, and thereon alleges that Turner undertook these actions to use corporate
24 assets to pay personal debts with full knowledge that it may cause the ongoing sale negotiations to
25 NXChain to fail. Plaintiff is informed and believes, and thereon alleges that Turner’s actions
26 further had the effect of depriving Enabledware of sufficient money to continue its operations as a
27 business.
28 28. Plaintiff is informed and believes, and thereon alleges that, in or about February
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FIRST AMENDED COMPLAINT
1 2017, a second third-party buyer, VerifySmart, entered negotiations with Enabledware to purchase
2 its software assets. At the time of the negotiations, Plaintiff was informed and believed that these
3 negotiations had begun, and VerifySmart had agreed to repay Enabledware’s debts to Plaintiff as
4 part of the deal. Plaintiff is informed and believes, and thereon alleges that, the negotiations had
5 advanced to the point where a deal was probable. Plaintiff is informed and believes, and thereon
6 alleges that, while these negotiations were ongoing, Turner conspired with Robert Lindow to issue a
7 cease and desist letter to Enabledware, with the intent that said letter obstruct the sale of
8 Enabledware’s software to VerifySmart. Plaintiff is informed and believes, and thereon alleges
9 that, the delivery of said letter actually caused VerifySmart to cease negotiations without a sale.
10 29. Plaintiff is informed and believes, and thereon alleges that, as a result of Turner’s
11 actions, the negotiations for the sale of Enabledware failed. To date, the Corporate Loan has not
12 been repaid in whole or part.
13 FIRST CAUSE OF ACTION
14 [Breach of Oral Contract Against All Defendants]
15 30. Plaintiff hereby re-alleges and incorporates herein by this reference each and every
16 allegation contained in Paragraphs 1 through 29, inclusive, of his Complaint, as though fully set
17 forth herein.
18 31. In December 2011, Tabatabai and Turner personally owed Plaintiff $350,000, which
19 debt was secured by a piece of real property owned jointly by Tabatabai and Turner.
20 32. In or around December 2011, Tabatabai and Turner, personally or through their
21 agents, offered to cause their other businesses, Envision Media, to use Enabledware’s technology to
22 keep Enabledware capitalized until it could be sold if Plaintiff agreed to convert their secured,
23 Personal Loan into a corporate loan for the benefit of Enabledware.
24 33. Plaintiff agreed to Tabatabai and Turner’s offer and executed an agreement with
25 Enabledware converting the Personal Note into the Corporate Note.
26 34. Within two years of the filing of this Complaint, Plaintiff discovered that Turner had
27 (1) obstructed the ability of Enabledware to repay Plaintiff, and (2) used her position within those
28 companies and the divorce action to prevent Enabledware from repaying Plaintiff, in breach of the
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FIRST AMENDED COMPLAINT
1 agreement between Plaintiff and Tabatabai and Turner.
2 35. Plaintiff is informed and believes, and thereon alleges that, as a proximate cause of
3 Turner’s actions, Enabledware has become insolvent and unable to repay the Corporate Loan.
4 36. As a proximate result of Defendants’ breach, Plaintiff will suffer damage in the form
5 of unpaid principal, unpaid interest, consequential damages, and others, in an amount to be shown
6 according to proof at trial, but not less than $2,675,484.65.
7 WHEREFORE, Plaintiff prays for judgment against Defendants, and each of them, as
8 hereinafter set forth.
9 SECOND CAUSE OF ACTION
10 [Intentional Interference with Contract Against Turner and Does 1 through 10]
11 37. Plaintiff hereby realleges and incorporates herein by this reference each and every
12 allegation contained in Paragraphs 1 through 36, inclusive, of his Complaint, as though fully set
13 forth herein.
14 38. In the fall of 2016, the Corporate Loan existed between Plaintiff and Enabledware.
15 The loan called for Enabledware to repay the principal plus interest.
16 39. Plaintiff is informed and believes, and thereon alleges that Turner and Does 1
17 through 10, inclusive, knew of the Corporate Loan, and that Enabledware was about to be sold to
18 NXChain and subsequently VerifySmart in order to, in part, repay the loan.
19 40. Plaintiff is informed and believes, and thereon alleges that Turner and Does 1
20 through 10, inclusive, prevented performance of the Corporate Loan by causing Enabledware’s
21 negotiations with NXChain and VerifySmart to fail. Plaintiff is informed and believes, and thereon
22 alleges that Turner and Does 1 through 10, inclusive, intended that result.
23 41. Plaintiff was harmed by the actions of Turner and Does 1 through 10, inclusive, as
24 Enabledware is no longer able to repay the Corporate Loan, interest, or consequential damages, in
25 an amount to be shown according to proof at trial, but not less than $2,675,484.65.
26 42. Plaintiff is informed and believes, and thereon alleges that the actions of Turner and
27 Does 1 through 10, inclusive, were a substantial factor in causing Plaintiff harm.
28 43. Defendants Turner and Does 1 through 10, inclusive, acted with malice and
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FIRST AMENDED COMPLAINT
1 oppression that subjected Plaintiff to unjust hardship in conscious disregard of his rights, so as to
2 justify an award of exemplary and punitive damages.
3 WHEREFORE, Plaintiff prays for judgment against Defendants, and each of them, as
4 hereinafter set forth.
5 THIRD CAUSE OF ACTION
6 [Intentional Interference with Prospective Economic Advantage
Against Turner and Does 1 through 10]
7
8 44. Plaintiff hereby realleges and incorporates herein by this reference each and every
9 allegation contained in Paragraphs 1 through 43, inclusive, of his Complaint, as though fully set
10 forth herein.
11 45. Plaintiff was a third-party beneficiary of Enabledware’s probable sale to
12 VerifySmart. The sale of Enabledware to VerifySmart would have resulted in economic benefit to
13 Plaintiff by having the Corporate Loan repaid.
14 46. Plaintiff is informed and believes, and thereon alleges that Turner and Does 1
15 through 10, inclusive, knew of the probable VerifySmart deal when Turner and Does 1 through 10,
16 inclusive, sent a cease and desist letter to Enabledware designed to undermine and terminate the
17 sale negotiations.
18 47. Plaintiff is informed and believes, and thereon alleges that, when VerifySmart
19 received the cease and desist letter,it expressed to Tabatabai that itdid not want to involve itself
20 with the messy divorce action.
21 48. Plaintiff was harmed by the actions of Turner and Does 1 through 10, inclusive, in
22 that Enabledware is no longer able to repay the Corporate Loan, interest, or consequential damages,
23 in an amount to be shown according to proof at trial, but not less than $2,675,484.65.
24 49. Plaintiff is informed and believes, and thereon alleges that the actions of Turner and
25 Does 1 through 10, inclusive, were a substantial factor in causing Plaintiff harm.
26 50. Defendants Turner and Does 1 through 10, inclusive, acted with malice and
27 oppression that subjected Plaintiff to unjust hardship in conscious disregard of his rights, so as to
28 justify an award of exemplary and punitive damages.
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FIRST AMENDED COMPLAINT
1 WHEREFORE, Plaintiff prays for judgment against Defendants, and each of them, as
2 hereinafter set forth.
3 FOURTH CAUSE OF ACTION
4 [Breach of Fiduciary Duties Against All Defendants]
5 51. Plaintiff hereby realleges and incorporates herein by this reference each and every
6 allegation contained in Paragraphs 1 through 50, inclusive, of his Complaint, as though fully set
7 forth herein.
8 52. Plaintiff is a minority shareholder of Enabledware without any ability to control the
9 corporation.
10 53. Tabatabai and Turner are the majority shareholders of Enabledware. They jointly
11 and separately control Enabledware.
12 54. Tabatabai and Turner breached their fiduciary duties by: (1) undercapitalizing
13 Enabledware, (2) withdrawing Enabledware’s capital, including Corporate Loans and other profits
14 of Enabledware, for their own use and for the use of their other business, including, Envision
15 Media, (3) wrongly devaluing Enabledware’s assets by, among other things, unilaterally
16 terminating its business dealings with Envision Media, and (4) transferring to Enabledware the
17 debts of Enabledware Digital, Envision Media, or their personal debts.
18 55. In breaching their fiduciary duties, Tabatabai and Turner deprived Plaintiff and other
19 shareholders of Enableware’s proportionate value. Tabatabai and Turner stand to personally gain
20 by these transfers.
21 56. As a proximate result of Defendants’ actions, Plaintiff stands to lose all of the value
22 in his stock, Corporate Loan repayment, interest thereon, consequential damages arising therefrom,
23 and distributions that would have resulted following the sale of Enabledware, in an amount to be
24 shown according to proof at trial, but not less than $2,675,484.65.
25 57. In perpetrating this breach of fiduciary duties, Defendants acted with malice and
26 oppression that subjected Plaintiff to unjust hardship in conscious disregard of his rights, so as to
27 justify an award of exemplary and punitive damages.
28 WHEREFORE, Plaintiff prays for judgment against Defendants, and each of them, as
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FIRST AMENDED COMPLAINT
1 hereinafter set forth.
2 PRAYER
3 ON THE FIRST CAUSE OF ACTION:
4 1. For general and special damages against Defendants jointly and severally in an
5 amount to be shown according to proof at trial, but not less than $2,675,484.65;
6 ON THE SECOND, THIRD AND FOURTH CAUSES OF ACTION:
7 2. For general, special and exemplary damages in an amount to be shown according to
8 proof, but not less than $2,675,484.65;
9 ON ALL CAUSES OF ACTION:
10 3. For cost of suit herein incurred;
11 4. For interest at the maximum rate allowed by law;
12 5. For attorneys’ fees as properly awarded by law; and
13 6. For such other and further relief as the Court deems just and proper.
14
15 Dated: July 22, 2022
16
17 ______________________________
Tanzeel Hak
18 Attorney for Plaintiff
Shahram Tabatabai
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FIRST AMENDED COMPLAINT
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1 Tanzeel Hak, State Bar No. 331248 By the Law, APC 2 481 N. Santa Cruz Ave., #233 Los Gatos, CA 95030 3 Tel: (510) 362-6791 4 Email: tanzeel@bythelaw.co 5 Attorney for Plaintiff, Shahram Tabatabai 6 7 SUPERIOR COURT OF THE STATE OF CALIFORNIA 8 FOR THE COUNTY OF SANTA CRUZ 9 10 SHAHRAM TABATABAI, an individual, as Case No.: 18CV02004 assignee of the claims of NEMAT 11 MALEKSALEHI, FIRST AMENDED COMPLAINT FOR 12 Plaintiff, (1) BREACH OF ORAL CONTRACT; (2) INTENTIONAL INTERFERENCE 13 vs. WITH CONTRACT; (3) INTENTIONAL INTEREFERENCE 14 JEANNE TURNER TABATABAI, an WITH PROSPECTIVE ECONOMIC individual; and DOES 1 through 10, inclusive, ADVANTAGE; AND 15 (4) BREACH OF FIDUCIARY DUTIES Defendants. 16 [Unlimited Civil Action - Amount in Controversy Exceeds $25,000.00] 17 18 Plaintiff, Nemat Maleksalehi, alleges as follows: 19 GENERAL ALLEGATIONS 20 1. Plaintiff is, and at all times herein mentioned was, an individual residing in Santa 21 Clara County, California. 22 2. Plaintiff is informed and believes, and thereon alleges that Defendant Shahram 23 Tabatabai (“Tabatabai”) is, and at all relevant times was, an individual residing in Santa Cruz 24 County, California. 25 3. Plaintiff is informed and believes, and thereon alleges that Defendant Jeanne Turner 26 Tabatabai (“Turner”) is, and at all relevant times was, an individual residing in Santa Cruz County, 27 California. 28 4. Plaintiff is ignorant of the true names and capacities of Defendants sued herein as 1 FIRST AMENDED COMPLAINT 1 DOES 1 through 10, inclusive and therefore sues these Defendants by such fictitious names. 2 Plaintiff prays leave to amend this Complaint to allege their true names and capacities when the 3 same have been ascertained. 4 5. Plaintiff is informed and believes, and thereon alleges that Tabatabai and Turner 5 were husband and wife at all relevant times through the filing of this Complaint, though a divorce 6 action between them was filed on May 11, 2016 in Santa Cruz Superior Court case number 7 16FL00655. 8 6. Plaintiff is informed and believes, and thereon alleges that Tabatabai and Turner 9 were at all relevant times herein the majority shareholders, acting members of the board, and 10 officers of three related technology companies: 11 Enabledware, LLC (“Enabledware”) 12 Enabledware Digital Signage, Inc. (“Enabledware Digital”) 13 Envision Media Holding, Inc. (“Envision Media”) 14 7. Plaintiff is informed and believes, and thereon alleges that Tabatabai and Turner 15 each controlled Enabledware, Enabledware Digital and Envision Media in all respects, including 16 but not limited to day to day operations. 17 8. Plaintiff is a minority shareholder of Enabledware Digital and Enabledware, without 18 any ability to direct or control any action of Enabledware Digital and Enabledware by virtue of the 19 minority stake. 20 9. Plaintiff is informed and believes, and thereon alleges that each of the Defendants 21 sued herein is responsible in some manner for the occurrences herein alleged, and that Plaintiff’s 22 damages, as herein alleged, were proximately caused by such Defendants. 23 10. Plaintiff is informed and believes, and thereon alleges that at all times herein 24 mentioned each of the Defendants sued herein was the agent or employee of each of the remaining 25 Defendants, and was, at all times, acting within the purpose and scope of such agency or 26 employment. 27 11. Plaintiff is informed and believes, and thereon allege that there exists, and at all 28 times herein mentioned there existed, a unity of interest and ownership between Defendants such 2 FIRST AMENDED COMPLAINT 1 that any individuality and separateness between Defendants have ceased, and Defendants are the 2 alter egos of each other. Specifically, Plaintiff is informed and believes, and thereon alleges that (1) 3 Tabatabai and Turner are the owners and controlling members of Enabledware, Enabledware 4 Digital, and Envision Media, (2) Tabatabai and Turner have commingled and failed to separate 5 funds between and amongst their personal assets, Enabledware, Enabledware Digital, and Envision 6 Media, (3) Defendants have diverted funds from certain parties to others for the personal benefit of 7 Tabatabai and Turner, (4) Defendants failed to maintain arms-length transactions and relationships, 8 (5) the corporate entities are and have been used as a mere shell and as a conduit for the personal 9 benefit of Tabatabai and Turner, (6) Defendants have failed to adequately capitalize Enabledware, 10 (7) the corporate entities are used solely as a conduit for the single venture that is Tabatabai and 11 Turner’s personal business, and (8) Tabatabai and Turner acted in their capacities as owners and 12 officers of Enabledware, Enabledware Digital, and Envision Media when they made the 13 representations at issue herein to Plaintiff. 14 SPECIFIC ALLEGATIONS 15 12. In or around October 2011, Plaintiff agreed to personally loan Tabatabai and Turner 16 up to $500,000 on demand, with interest accruing at the maximum legal rate, for the purposes of 17 funding several technology companies formed, run and managed by Tabatabai and Turner (the 18 “Personal Loan”). 19 13. During the negotiation of the Personal Loan, Plaintiff explained to Tabatabai and 20 Turner, personally or through their agents, that Plaintiff would be forced to incur costs to fund the 21 loan, included but not limited to payment penalties for the withdrawal of the money being used to 22 fund the Personal Loan, interest being paid on the loans from which Plaintiff ultimately took the 23 money to fund the Personal Loan, lost investment opportunities, and adverse tax consequences. 24 14. The Personal Loan required repayment of the principal balance plus interest at the 25 maximum legal rate within two years, and was secured by a deed of trust on a commercial building 26 owned by Tabatabai and Turner, located at 331 Soquel Avenue, Santa Cruz, California 95062 (the 27 “Property”). A true and correct copy of the Deed of Trust is attached hereto as Exhibit “A”. 28 15. Pursuant to the terms of the Personal Loan, Plaintiff loaned Tabatabai and Turner the 3 FIRST AMENDED COMPLAINT 1 following amounts: 2 October 18, 2011 $200,000 3 October 25, 2011 $50,000 4 November 9, 2011 $100,000 5 16. In or around December 2011, Tabatabai and Turner, individually or through their 6 agents, represented to Plaintiff that they needed to raise additional capital to complete the 7 development of a digital technology owned by Enabledware and then market the technology and 8 Enabledware for sale. 9 17. Tabatabai and Turner, individually or through their agents, further represented to 10 Plaintiff that Tabatabai and Turner’s other businesses, and Envision Media, would pay to use the 11 technology to keep Enabledware capitalized until it could be sold. Tabatabai and Turner, 12 individually or through their agents, advised that they would provide Plaintiff a security interest on 13 Enabledware’s contracts with Envision Media. 14 18. In making these representations, Tabatabai and Turner, individually or through their 15 agents, stated that the assets of Envision Media were worth millions of dollars, which was more 16 than the value of the Property. 17 19. Relying on these representations, Plaintiff agreed: (1) to convert the Personal Loan 18 into a corporate loan to Enabledware of up to $2,275,000, on demand, and (2) to purchase 13,333 19 shares of stock in Enabledware. The agreement was documented in writing in or around December 20 2011 (the “Corporate Loan”). Plaintiff has not been able to find an executed copy of the written 21 agreement, but attaches a draft of the agreement hereto as Exhibit “B”. 22 20. Plaintiff and Tabatabai agreed that the Corporate Loan would be repaid upon the 23 earlier of: (1) five years from the date of the Corporate Loan, or (2) upon the sale of Enabledware. 24 21. Under the Corporate Loan, Plaintiff loaned Defendants the following additional 25 amounts: 26 February 13, 2012 $100,000 27 March 12, 2012 $100,000 28 April 11, 2012 $600,000 4 FIRST AMENDED COMPLAINT 1 July 6, 2012 $20,000 2 July 13, 2012 $50,000 3 August 9, 2012 $50,000 4 August 25, 2012 $76,000 5 September 10, 2012 $100,000 6 October 11, 2012 $57,000 7 September 26, 2013 $78,000 8 22. The total principal balance of the Corporate Loan is $1,581,000. 9 23. The Corporate Loan has accrued interest at the maximum legal rate in the total 10 amount of $1,094,484. 11 24. Plaintiff is informed and believes, and thereon alleges that, Tabatabai and Turner 12 used the Corporate Loans intended for Enabledware to fund their businesses, including, 13 Enabledware, Enabledware Digital, and Envision Media. 14 25. Plaintiff is informed and believes, and thereon alleges that, in or around 2016, 15 Enabledware was in negotiations to sell itself to third-party buyer NXChain for approximately $17 16 million in cash and stock, and that the Corporate Loan would be repaid upon the consummation of 17 that sale. 18 26. Plaintiff is informed and believes, and thereon alleges that, during the negotiations 19 for the sale of Enabledware, Turner and Tabatabai began experiencing martial problems. 20 27. Plaintiff is informed and believes, and thereon alleges that, in or about November 21 2016, in derogation of her fiduciary duties to Plaintiff, Turner deprived Enabledware of company 22 assets to pay personal tax debts in an effort to gain advantage in the divorce proceeding. Plaintiff is 23 informed and believes, and thereon alleges that Turner undertook these actions to use corporate 24 assets to pay personal debts with full knowledge that it may cause the ongoing sale negotiations to 25 NXChain to fail. Plaintiff is informed and believes, and thereon alleges that Turner’s actions 26 further had the effect of depriving Enabledware of sufficient money to continue its operations as a 27 business. 28 28. Plaintiff is informed and believes, and thereon alleges that, in or about February 5 FIRST AMENDED COMPLAINT 1 2017, a second third-party buyer, VerifySmart, entered negotiations with Enabledware to purchase 2 its software assets. At the time of the negotiations, Plaintiff was informed and believed that these 3 negotiations had begun, and VerifySmart had agreed to repay Enabledware’s debts to Plaintiff as 4 part of the deal. Plaintiff is informed and believes, and thereon alleges that, the negotiations had 5 advanced to the point where a deal was probable. Plaintiff is informed and believes, and thereon 6 alleges that, while these negotiations were ongoing, Turner conspired with Robert Lindow to issue a 7 cease and desist letter to Enabledware, with the intent that said letter obstruct the sale of 8 Enabledware’s software to VerifySmart. Plaintiff is informed and believes, and thereon alleges 9 that, the delivery of said letter actually caused VerifySmart to cease negotiations without a sale. 10 29. Plaintiff is informed and believes, and thereon alleges that, as a result of Turner’s 11 actions, the negotiations for the sale of Enabledware failed. To date, the Corporate Loan has not 12 been repaid in whole or part. 13 FIRST CAUSE OF ACTION 14 [Breach of Oral Contract Against All Defendants] 15 30. Plaintiff hereby re-alleges and incorporates herein by this reference each and every 16 allegation contained in Paragraphs 1 through 29, inclusive, of his Complaint, as though fully set 17 forth herein. 18 31. In December 2011, Tabatabai and Turner personally owed Plaintiff $350,000, which 19 debt was secured by a piece of real property owned jointly by Tabatabai and Turner. 20 32. In or around December 2011, Tabatabai and Turner, personally or through their 21 agents, offered to cause their other businesses, Envision Media, to use Enabledware’s technology to 22 keep Enabledware capitalized until it could be sold if Plaintiff agreed to convert their secured, 23 Personal Loan into a corporate loan for the benefit of Enabledware. 24 33. Plaintiff agreed to Tabatabai and Turner’s offer and executed an agreement with 25 Enabledware converting the Personal Note into the Corporate Note. 26 34. Within two years of the filing of this Complaint, Plaintiff discovered that Turner had 27 (1) obstructed the ability of Enabledware to repay Plaintiff, and (2) used her position within those 28 companies and the divorce action to prevent Enabledware from repaying Plaintiff, in breach of the 6 FIRST AMENDED COMPLAINT 1 agreement between Plaintiff and Tabatabai and Turner. 2 35. Plaintiff is informed and believes, and thereon alleges that, as a proximate cause of 3 Turner’s actions, Enabledware has become insolvent and unable to repay the Corporate Loan. 4 36. As a proximate result of Defendants’ breach, Plaintiff will suffer damage in the form 5 of unpaid principal, unpaid interest, consequential damages, and others, in an amount to be shown 6 according to proof at trial, but not less than $2,675,484.65. 7 WHEREFORE, Plaintiff prays for judgment against Defendants, and each of them, as 8 hereinafter set forth. 9 SECOND CAUSE OF ACTION 10 [Intentional Interference with Contract Against Turner and Does 1 through 10] 11 37. Plaintiff hereby realleges and incorporates herein by this reference each and every 12 allegation contained in Paragraphs 1 through 36, inclusive, of his Complaint, as though fully set 13 forth herein. 14 38. In the fall of 2016, the Corporate Loan existed between Plaintiff and Enabledware. 15 The loan called for Enabledware to repay the principal plus interest. 16 39. Plaintiff is informed and believes, and thereon alleges that Turner and Does 1 17 through 10, inclusive, knew of the Corporate Loan, and that Enabledware was about to be sold to 18 NXChain and subsequently VerifySmart in order to, in part, repay the loan. 19 40. Plaintiff is informed and believes, and thereon alleges that Turner and Does 1 20 through 10, inclusive, prevented performance of the Corporate Loan by causing Enabledware’s 21 negotiations with NXChain and VerifySmart to fail. Plaintiff is informed and believes, and thereon 22 alleges that Turner and Does 1 through 10, inclusive, intended that result. 23 41. Plaintiff was harmed by the actions of Turner and Does 1 through 10, inclusive, as 24 Enabledware is no longer able to repay the Corporate Loan, interest, or consequential damages, in 25 an amount to be shown according to proof at trial, but not less than $2,675,484.65. 26 42. Plaintiff is informed and believes, and thereon alleges that the actions of Turner and 27 Does 1 through 10, inclusive, were a substantial factor in causing Plaintiff harm. 28 43. Defendants Turner and Does 1 through 10, inclusive, acted with malice and 7 FIRST AMENDED COMPLAINT 1 oppression that subjected Plaintiff to unjust hardship in conscious disregard of his rights, so as to 2 justify an award of exemplary and punitive damages. 3 WHEREFORE, Plaintiff prays for judgment against Defendants, and each of them, as 4 hereinafter set forth. 5 THIRD CAUSE OF ACTION 6 [Intentional Interference with Prospective Economic Advantage Against Turner and Does 1 through 10] 7 8 44. Plaintiff hereby realleges and incorporates herein by this reference each and every 9 allegation contained in Paragraphs 1 through 43, inclusive, of his Complaint, as though fully set 10 forth herein. 11 45. Plaintiff was a third-party beneficiary of Enabledware’s probable sale to 12 VerifySmart. The sale of Enabledware to VerifySmart would have resulted in economic benefit to 13 Plaintiff by having the Corporate Loan repaid. 14 46. Plaintiff is informed and believes, and thereon alleges that Turner and Does 1 15 through 10, inclusive, knew of the probable VerifySmart deal when Turner and Does 1 through 10, 16 inclusive, sent a cease and desist letter to Enabledware designed to undermine and terminate the 17 sale negotiations. 18 47. Plaintiff is informed and believes, and thereon alleges that, when VerifySmart 19 received the cease and desist letter,it expressed to Tabatabai that itdid not want to involve itself 20 with the messy divorce action. 21 48. Plaintiff was harmed by the actions of Turner and Does 1 through 10, inclusive, in 22 that Enabledware is no longer able to repay the Corporate Loan, interest, or consequential damages, 23 in an amount to be shown according to proof at trial, but not less than $2,675,484.65. 24 49. Plaintiff is informed and believes, and thereon alleges that the actions of Turner and 25 Does 1 through 10, inclusive, were a substantial factor in causing Plaintiff harm. 26 50. Defendants Turner and Does 1 through 10, inclusive, acted with malice and 27 oppression that subjected Plaintiff to unjust hardship in conscious disregard of his rights, so as to 28 justify an award of exemplary and punitive damages. 8 FIRST AMENDED COMPLAINT 1 WHEREFORE, Plaintiff prays for judgment against Defendants, and each of them, as 2 hereinafter set forth. 3 FOURTH CAUSE OF ACTION 4 [Breach of Fiduciary Duties Against All Defendants] 5 51. Plaintiff hereby realleges and incorporates herein by this reference each and every 6 allegation contained in Paragraphs 1 through 50, inclusive, of his Complaint, as though fully set 7 forth herein. 8 52. Plaintiff is a minority shareholder of Enabledware without any ability to control the 9 corporation. 10 53. Tabatabai and Turner are the majority shareholders of Enabledware. They jointly 11 and separately control Enabledware. 12 54. Tabatabai and Turner breached their fiduciary duties by: (1) undercapitalizing 13 Enabledware, (2) withdrawing Enabledware’s capital, including Corporate Loans and other profits 14 of Enabledware, for their own use and for the use of their other business, including, Envision 15 Media, (3) wrongly devaluing Enabledware’s assets by, among other things, unilaterally 16 terminating its business dealings with Envision Media, and (4) transferring to Enabledware the 17 debts of Enabledware Digital, Envision Media, or their personal debts. 18 55. In breaching their fiduciary duties, Tabatabai and Turner deprived Plaintiff and other 19 shareholders of Enableware’s proportionate value. Tabatabai and Turner stand to personally gain 20 by these transfers. 21 56. As a proximate result of Defendants’ actions, Plaintiff stands to lose all of the value 22 in his stock, Corporate Loan repayment, interest thereon, consequential damages arising therefrom, 23 and distributions that would have resulted following the sale of Enabledware, in an amount to be 24 shown according to proof at trial, but not less than $2,675,484.65. 25 57. In perpetrating this breach of fiduciary duties, Defendants acted with malice and 26 oppression that subjected Plaintiff to unjust hardship in conscious disregard of his rights, so as to 27 justify an award of exemplary and punitive damages. 28 WHEREFORE, Plaintiff prays for judgment against Defendants, and each of them, as 9 FIRST AMENDED COMPLAINT 1 hereinafter set forth. 2 PRAYER 3 ON THE FIRST CAUSE OF ACTION: 4 1. For general and special damages against Defendants jointly and severally in an 5 amount to be shown according to proof at trial, but not less than $2,675,484.65; 6 ON THE SECOND, THIRD AND FOURTH CAUSES OF ACTION: 7 2. For general, special and exemplary damages in an amount to be shown according to 8 proof, but not less than $2,675,484.65; 9 ON ALL CAUSES OF ACTION: 10 3. For cost of suit herein incurred; 11 4. For interest at the maximum rate allowed by law; 12 5. For attorneys’ fees as properly awarded by law; and 13 6. For such other and further relief as the Court deems just and proper. 14 15 Dated: July 22, 2022 16 17 ______________________________ Tanzeel Hak 18 Attorney for Plaintiff Shahram Tabatabai 19 20 21 22 23 24 25 26 27 28 10 FIRST AMENDED COMPLAINT