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1 Ryan K. J. Mau – SBN 146221
LAW OFFICE OF RYAN MAU, PC
2 333 Bush Street, 21st Floor ELECTRONICALLY
3
San Francisco, CA 94104
Tel: (415) 296-7700
F I L E D
Superior Court of California,
Fax: (415) 296-7600 County of San Francisco
4 Email: ryan@rmaulaw.com 09/30/2019
Clerk of the Court
5 Attorneys for Defendants, BY: ERNALYN BURA
WILLIAM WONG and WWJW FAMILY LLC Deputy Clerk
6
7
8 SUPERIOR COURT OF THE STATE OF CALIFORNIA
9 COUNTY OF SAN FRANCISCO – UNLIMITED CIVIL JURISDICTION
10
11 TON KIANG RESTAURANT, INC. ) Case No. CGC-19-574262
)
12 Plaintiff, ) (Consolidated with Case No. CUD-19-664262)
)
13 vs. )
) DEFENDANTS WILLIAM WONG’S AND
14 WILLIAM WONG, WWJW FAMILY LLC, ) WWJW FAMILY LLC’S REQUEST FOR
a California Limited Liability Company, and ) JUDICIAL NOTICE IN SUPPORT OF
15 DOES 1 - 10, inclusive, ) DEMURRER TO PLAINTIFF’S SECOND
) AMENDED COMPLAINT
16 Defendants. )
)
17 )
AND CONSOLIDATED ACTION. )
18 ) Hearing Date: October 28, 2019
) Time: 9:30 a.m.
19 ) Department: 501
20 TO ALL PARTIES AND THEIR ATTORNEYS OF RECORD:
21 Defendants WILLIAM WONG and WWJW FAMILY LLC hereby move for and request,
22 pursuant to California Evidence Code §§452 (d) and 453, that judicial notice is taken of the
23 following records in the matter of Ton Kiang Restaurant, Inc. v. William Wong, WWJW Family
24 LLC, a California Limited Liability Company, et al.:
25 1. Plaintiff’s Verified Second Amended Complaint filed on August 30, 2019;
26 2. Order on Defendants’ Demurrer to Plaintiff’s Verified First Amended Complaint
27 filed on August 21, 2019;
28 3. Plaintiff’s Errata Sheet to Verified First Amended Complaint filed on June 26,
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DEFENDANTS WILLIAM WONG’S AND WWJW FAMILY LLC’S REQUEST FOR JUDICIAL NOTICE
IN SUPPORT OF DEMURRER TO PLAINTIFF’S SECOND AMENDED COMPLAINT
1 2019;
2 4. Plaintiff’s Verified First Amended Complaint filed on June 21, 2019 (excluding
3 exhibits);
4 5. Order on Defendants’ Demurrer to Plaintiff’s Verified Complaint filed on May 29,
5 2019;
6 6. Plaintiff’s Verified Complaint filed on March 4, 2019.
7
8 California Evidence Code §452 (d) states in pertinent part:
9
Records of (1) any court of this state or (2) any court of record of the United
10 States or any state of the United States.
11
12 California Evidence Code §453 states:
13 The trial court shall take judicial notice of any matter specified in section 452
if a party requests it and: (a) Gives each adverse party sufficient notice of the
14
request, through the pleadings or otherwise, to enable such adverse party to
15 prepare to meet the request; and (b) Furnishes the court with sufficient
information to enable it to take judicial notice of the matter.
16
17 Here, Record Nos. 1-6, of which judicial notice are requested, are part of the Court’s file in
18 the matter of Ton Kiang Restaurant, Inc. v. William Wong, WWJW Family LLC, a California
19 Limited Liability Company, et al., San Francisco Superior Court Case No. CGC-19-574262.
20 The matters which Defendants WILLIAM WONG and WWJW FAMILY LLC request
21 judicial notice of are matters well within that type of matters which courts take judicial notice.
22 The facts for which Judicial Notice are requested are not in dispute.
23
24 Dated: September 30, 2019 LAW OFFICE OF RYAN MAU, PC
25
26 By: /s/ Ryan K.J. Mau
Ryan K. J. Mau
27 Attorneys for Defendants
WILLIAM WONG and
28 WWJW FAMILY LLC
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DEFENDANTS WILLIAM WONG’S AND WWJW FAMILY LLC’S REQUEST FOR JUDICIAL NOTICE
IN SUPPORT OF DEMURRER TO PLAINTIFF’S SECOND AMENDED COMPLAINT
RECORD NO. 1
KIRSCHENBAUM LAW, PC
JEFFREY B. KIRSCHENBAUM (SBN: 152290)
328 15th Street
Oakland, CA 946 I 2 ELECTRONICALLY
3
Telephone: (510) 740-9260 F I L E D
Email: Superior Court of California,
4 Jeff@Kirschenbaumlaw.corn County of San Francisco
Attorneys for Plaintiff 08/30/2019
Clerk of the Court
TON KIANG RESTAURANT, INC. BY: BOWMAN LIU
Deputy Clerk
SUPERIOR COURT OF CALIFORNIA
CITY AND COUNTY OF SAN FRANCISCO
10 UNLIMITED CIVIL JURISDICTION
11 TON KIANG RESTAURANT, INC No. CGC-19-574262
12
13 Plaintiff, VERIFIED SECOND AMENDED
COMPLAINT FOR BREACH OF TRUST,
14 Vs. BREACH OF FIDUCIARY DUTY, QUIET
TITLE, DECLARATORY RELIEF, AND
15
IN JUNCTIVE RELIEF
WILLIAM WONG, WWJW FAMILY LLC,
a California Limited Liability Company, and
17 DOES 1-10, inclusive,
18
Defendants.
19
20
Comes now plaintiff Ton Kiang Restaurant, Inc. ("Ton Kiang"), as its second amended
complaint, and alleges as follows:
22
GENERAL ALLEGATIONS
23
I. Introduction. This case is about an apparent owner of the subject property seeking to evict
24
the true owner. The apparent owner is defendant William Wong who currently holds title through a
limited liability company he formed for purposes of holding title to the subject property. Based on
26 public records with the California Secretary of State, defendant William Wong is the sole member
27 and the sole manager of WWJW Family LLC ("WWJW"), the limited liability company. Based
thereon, and on information and belief, defendant William Wong is the alter ego of defendant
VERIFIED SECOND AMENDED COMPLAINT FOR BREACH OF TRUST, BREACH OF FIDUCIARY DUTY,
QUIET TITLE, DECLARATORY RELIEF, AND INJUNCTIVE RELIEF
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WWJW. Defendants Does 1-10 are responsible for and liable for the acts herein alleged and are
sued by such fictitious names and will be named herein by their true names and identities when they
are discovered. The subject property is 1 ocated at and commonly known as 5 82 1 Geary Boulevard,
3
San Francisco, California; its legal description is as shown in Exhibit A attached to the Verified First
4
Amended Complaint (FAC) on file herein and incorporated herein as though fully set forth.
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2. The true owner of the subject property is Ton Kiang Restaurant, Inc., a closely-held
California corporation consisting entirely of family members. The family members are the parents
(hereinafier sometimes "Parents" ) Chin Boon Wong (hereinafier sometimes "Father"
8 ), Ching Su
Wong (hereinafier sometimes "Mother" ), daughters Gloria Wong Shoung and Chine Wong Hui,
eldest son William Wong (i.e., defendant William Wong herein), sons Phillip Wong and Richard
10
Wong, and daughter Candice Wong. The children are listed in the foregoing in the order of their
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birth, and will be referred to herein by their given names.
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3. Familv Historv. The family is ethically Chinese, ancestrally from the southeastern region
13 ~
of China, more commonly known within the Chinese culture as Ton Kiang, meaning east of the
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Yang-Tse River. People from that part of China are called Hakka, literally meaning "guest families,"
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perhaps on account of their migration from the northern part of the counhy to the southern part
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(where Canton dominates), and from there to other parts of Asia. The term Hakka is distinctive for
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not being derivative of the name of a particular province or city in China (notably, e.g., Canton,
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Shanghai, Beijing, Szechuan, etc.). Father's ancestors had migrated to Burma (now Myanmar), and
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the family considered Burma home before immigrating to America (before Burma was renamed
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Myamnar).
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4. The Parents came to America in 1971, with little or no money, bringing with them Chine,
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Richard, and Candice. Gloria was older than 21 and could not travel with the Parents as an
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accompanying family member. William and Phillip could have come along, but they were attending
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school in Taiwan. Gloria, William, and Phillip later joined the early arrivals in the seventies.
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5. To earn a living and provide for the family, Father worked as a waiter, and Mother a
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seamstress. They did so for 6 or 7 years. By 1978, they had saved up enough money to open up the
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first Ton Kiang Restaurant in San Francisco's Chinatown, on Broadway, between Stockton Street and
28
VERIFIED SECOND AMENDED COMPLAINT FOR BREACH OF TRUST, BREACH OF FIDUCIARY
DUTY
QUIET TITLE, DECLARATORY RELIEF, AND INJUNCTIVE RELIEF
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Grant Avenue. It was an instant hit, thanks perhaps in no small measure that there was no other
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Chinese restaurant around serving Hakka food. Both Father and Mother worked in the kitchen, and
Richard worked after school in the kitchen as well as in the dining room. Chine and Candice were
spared the restaurant work at the time and concentrated on school work: one later became a licensed
pharmacist, and the other a licensed physician.
6. Following this initial success, the Ton Kiang Restaurant expanded from Chinatown to
uptown. The Parents opened up a second location in the Outer Richmond, at 5827 Geary Boulevard,
in or about 1980. Defendant William was tasked by the Parents to operate this new location with his
wife, Jane. In or about 1983, the Parents opened up a third location, at 3148 Geary Boulevard.
Chine, after work as a pharmacist, and Richard were tasked to operate this third location. The
Parents continued to run the first location in Chinatown, Richard pulling double duty from time to
12 time between the third location and assisting the Parents in Chinatown.
13 7. In or about 1986, William and Jane disappeared &om the restaurant's second locat!on to
14 Taiwan, taking with them the restaurant's accumulated receipts and leaving unpaid accumulated bills
15 of the restaurant's vendors. Gloria then stepped in to nurse this second location back to financial
16 health. In or about 1989, William and Jane returned from Taiwan, sought forgiveness from the
17 Parents, and William, without Jane, was allowed to return to work at the family's restaurant business.
1!I By this time, the Parents had sold the Chinatown location and wanted to focus on the two Richmond
19 locations. At about the same time, the Parents incorporated the family restaurant business, which
26 theretofore had been a sole proprietorship between them. They gifted equal shares to all six children,
representing when combined exactly one-half of the total outstanding shares of the corporation.
22 8. In or about 1991, the lease at the second location at 5827 Geary was coming up for
23 renewal or expiration, and the landlord was making demands the Parents felt were exorbitant. Chine
24 was bemoaning that fact to a regular customer at the third location at 3148 Geary, who was a real
estate agent by the name of Steven Hong. Mr. Hong immediately introduced 5821 Geary (which is
the subject property in this case) to be available for purchase, and explained that a business owning
27 its own property would mean that it would never again have to be at the thumb of a landlord. Afier
reporting to the Parents, the project to purchase the subject property was launched.
VERIFIED SECOND AMENDED COMPLAINT FOR BREACH OF TRUST, BREACH OF FIDUCIARY DUTY,
QUIET TITLE, DECLARATORY RELIEF, AND INJUNCTIVE RELIEF
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9. Ton Kianu's Purchase of 5821 Gearv. Initially, problems abounded. The business
2
intending to make the purchase, Ton Kiang Restaurant, Inc., is a newly established corporation,
having only been in existence since September 1989. And because it was a family corporation,
lenders would want personal guarantees from the incorporators, who were already passing on the
reins to the children. The corporation could make a substantial down payment or perhaps even do the
purchase with cash on hand. However, following site inspection, the plan was to demolish the
existing structure and build a new structure of different floors for the restaurant's exclusive and
permanent use, with banquet facilities. Cash on hand thus needed to be conserved for the new
construction if bank financing would not be readily available, In the end, it was decided that one of
the sons would make the purchase in name only, doing so on behalf of the corporation. Only sons
were considered because the Parents were "old school" and believed that daughters would eventually
12 become members of another family once they marry. Of the three sons, both William and Richard as
Irestaurant workers lacked creditworthiness for obtaining financing, but Phil!ip did no'„havmg
14 established himself as a licensed podiatrist in the Los Angeles area. Phillip then agreed, orally, in or
15 about June 1991, with the Parents that he would be a nominee in making the purchase and would hold
16 legal title for the benefit of the restaurant corporation; he would obtain financing for the purchase,
17 and any and all financial outlays in the purchase and debt servicing would be the Parents'nd/or the
IS corporation's obligations. This agreement between the Parents and Phillip was known to all of the
19 family members, including in particular Chine, whose name appeared in the offer to purchase the
2o subject property prepared by the real estate agent, and Richard, who executed said offer to purchase.
Chine and Richard were directed by the Parents to be responsible for the handling of the purchase. A
copy of the Commercial Purchase Agreement And Deposit Receipt prepared by real estate agent
23 Steven Hong is attached to the FAC on file herein as Exhibit B, showing that the purchase would be
by a nominee. Also attached to the FAC as Exhibit C is a copy of Buyer's Closing Statement
showing that Phillip Wong as buyer completed the purchase. Further attached to the FAC as Exhibit
D is a verified cross-complaint in Case No. CGC-08-474186 in this court containing at paragraph 4
27 the statement under oath that "Ton Kiang's purchase of the Ton Kiang property was for the express
purpose of constructing restaurant facilities on the property and operating a restaurant thereon." This
VERIFIED SECOND AMENDED COMPLAINT FOR BREACH OF TRUST, BREACH OF FIDUCIARY DUTY,
QUIET TITLE, DECLARATORY RELIEF, AND INJUNCTIVE RELIEF
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prior statement is consistent with the allegations hereinabove, and pre-dated today's dispute by ten
2
years. (Defendant William was not named in the pleading as he had not yet acquired legal title from
nominee Phillip.)
10. During the time Phillip held legal title for the corporation, the Parents and/or the
corporation reimbursed him for funds he expended in making the purchase and in the debt servicing.
11. Defendant William's Acauisition of Leual Title from Phillip. In or about April 2010,
seeing that Father was in poor health, defendant pressured the Parents to put legal title to the subject
property in his name, as their eldest son. To induce the Parents'greement, defendant orally
promised the Parents that he would continue to be the nominee in the same way that Phillip was,
holding legal title to the subject property of 5821 Geary Boulevard in San Francisco where the family
corporation Ton Kiang Restaurant, Inc. had already been doing business since 1992. He told the
12 Parents that as their eldest son, he was entitled to be holding the legal title for the benefit of the
13 family corporation. The Parents succumbed to defendant W!lliarn's entreating, and Father, as the
14 head of the family, directed Phillip to transfer the legal title to the subject property to defendant
15 William, and further directed that the corporation be responsible for any and all funds involved in the
16 transfer and any attendant debt servicing. If it were not for the Parents allowing that William take
over as successor nominee from Phillip, defendant William could never have got to holding legal
IS title, as the subject property was not generally available for purchase.
19 Phillip did as Father directed, although not without first requiring to be paid some sort of
2o compensation for having acted as Ton Kiang's nominee for some 19 years — from 1991 in the initial
purchase to being suddenly directed now, in 2010, to give up legal title to William — during which
period Ton Kiang ostensibly received the benefit of the Property having appreciated in value.
23 Following negotiations, Father, Phillip and William reached the agreement that the Property would be
valued at $ 1.1 Million. It was also agreed that William would obtain bank financing in the amount of
$ 700,000, and Father would pay the cash portion of $ 400,000 to effectuate the legal title transfer at
$ 1.1 Million. Plaintiff is informed and believes and on that basis alleges that on or about June 11,
27 20 1 0 Father liquidated stock holdings and paid to William the $ 400,000. On or about September 3,
2010 the escrow closed, with William receiving the legal title and giving a deed of trust to the First
VERIFIED SECOND AMENDED COMPLAINT FOR BREACH OF TRUST, BREACH OF FIDUCIARY
DUTY,
QUIET TITLE, DECLARATORY RELIEF, AND INJUNCTIVE RELIEF
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Republic Bank for securing the financing he obtained to carry on as Tong Kiang's nominee.
2
Following the close of escrow, Ton Kiang commenced paying William his carrying costs for the
Property in the lump sum of $ 10,000 per month as if it was "rent," covering his debt service
payments to First Republic Bank on the $ 700,000 he borrowed. Separately, as and when Ton Kiang
received a bill for the property tax, Ton Kiang would pay it, consistent with its understanding that it
would be responsible for William's carrying costs in being Ton Kiang's nominee. A sample copy of
the property tax payment record is attached hereto as Exhibit G.
8 12. Father died in or about August 2011. Based on conversations with Mother and on bank
account information available for inspection, Plaintiff is informed and believe and thereon alleges
that defendant William prevailed upon her and Father that he, William, as the eldest son, should be
added to their bank accounts. They complied, reposing trust and confidence in William as their
12 eldest son.
13 I The accounts involved were Account No. 024777987 at the Bank of the West, Clement Street
14 Branch; Account No. 50003071552 and Account No. 50003071594, both at First Republic Bank.
15 Shortly after Father's death, while the body was proverbially still warm, defendant William drained
16 all three accounts in the total amount of $ 2,286,094.28. Attached to the FAC as Exhibit E are
17 account information for all three accounts, although for the time being only the Bank of the West
18 information contains defendant William's signature confirming that he did take the money involved
19 there, in the amount of $ 1,690,870.22.
20 13. Parents-Children and Siblinus as Co-Venturers and Fiduciaries. Beginning with its very
first location in Chinatown in or about 1978, through its second location in or about 1980 and third
location in or about 1983, until today when all earlier locations have now been consolidated under
23 one roof at the subject property at 5821 Geary. As parents and children in the first place, and as
24 siblings in the second place, and further as co-venturers in the family enterprise, they reposed trust
and confidence in each other. As th- family business grew and grew, everyone in the family worked
at the family restaurant business at one time or another, at one location or another, pooling energy
27 and sharing the work. (The sole exception was youngest daughter Candice who wanted nothing else
in life but practice medicine. Even Phillip closed his podiatry practice in southern California, moved
VERIFIED SECOND AMENDED COMPLAINT FOR BREACH OF TRUST, BREACH OF FIDUCIARY DUTY,
QUIET TITLE, DECLARATORY RELIEF, AND INJUNCTIVE RELIEF
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up here, and worked at the restaurant beginning in 2006.) They were parents and children, and they
2
were siblings, but they were in effect also co-venturers pursuing the common goal of the so-called
American dream and the common purpose of growing a family business that was to and did become
not only the family livelihood but also the financial security for all of the family members involved.
All of these family members are thus more than such, more than just being shareholders of the family
corporation, but are actually fiduciaries to each other, in whom each reposed trust and confidence in
the others.
8 14. Defendant William as "Controllinu Shareholder". As holder of legal title to the subject
property where the family corporation conducts its one and only restaurant business, defendant
William in effect controls the life and death of the family corporation, in that evicting it would
eviscerate the very purpose for which the subject property had been purchased and built upon.
12 15. Related Cases. This case is related to Case No. CUD-19-664262, and is in fact
13 precipitated by it. A notice of related case under California Rules of Court 3.300 is in the process of
14 being filed. The status of the other case is that a demurrer to a second a second amended complaint is
15 pending to be heard. For the court's convenient reference, a copy of the MPA in the demurrer is
16 attached to the FAC as Exhibit F. If the other case survives the pending demurrer, plaintiff here will
make formal application for consolidation of the two cases. The common issue and facts are that
18 defendant William is a mere nominee and Ton Kiang is the true owner of the subject property. As a
19 mere nominee, defendant William cannot evict the true owner Ton Kiang.
20 FIRST CAUSE OF ACTION
21 [Breach of Trust]
22 16. Plaintiff incorporates and realleges by this reference all of the foregoing paragraphs.
23 17. As more particularly alleged in paragraph 11 above, defendant William breached the
trust created as described by purporting to evict Ton Kiang in the case referenced in paragraph 15
above.
26 SECOND CAUSE OF ACTION
27 [Breach of Fiduciary Duty]
I g. Plaintiff incorporates and realleges by this reference all of the foregoing paragraphs.
VERIFIED SECOND AMENDED COMPLAINT FOR BREACH OF TRUST, BREACH OF FIDUCIARY DUTY,
QUIET TITLE, DECLARATORY RELIEF, AND INJUNCTIVE RELIEF
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19. As more particularly alleged in paragraph 13, defendant William owed fiduciary duties
to plaintiff Ton Kiang, who is the intended beneficiary in thye creation of those fiduciary duties.
THIRD CAUSE OF ACTION
[Quiet Title]
20. Plaintiff incorporates and realleges by this reference all of the foregoing allegations.
21. As more particularly alleged in paragraphs 11 and 13, defendant William's breach of
trust and breach of fiduciary duties constituted constructive fraud, on which basis plaintiff seeks to
quiet title to the subject property by an order directing the conveyance of all legal and beneficial
title to plaintiff s name only, free of any h'ust, and divesting defendants of any interest in the
10 Property.
FOURTH CAUSE OF ACTION
12
[Declaratory Reliefj
13 22. Plaintiff realleges and incorporates herein by reference the paragraphs set forth above
23. An actual controversy exists between plaintiff and defendants regarding the subject
15 property. Plaintiff seeks declaratory relief of the respective rights and interests of the parties to this
16 litigation. Specifically, plaintiff seeks a determination of plaintiff s rights in the subject property
and that defendants'ctions are in violation of plaintiff s rights, and further seeks an order
18 divesting defendants of any interest in the subject property and vesting all interest, legal and
19 beneficial, in plaintiff.
20 24. Plaintiff seeks declaratory relief that defendants'laim of any title to or interest in the
subject property is forfeited by defendants'alfeasance and breach of fiduciary duties, all as
alleged above.
23 25. Alternatively, plaintiff seeks declaratory relief that defendants'nterest in the subject
property is only as a fiduciary strictly for the benefit of plaintiff, that defendants have no beneficial
interest in said property, including any possessory interest, and that deferidants are estopped from
claiming any beneficial interest in the property, including any possessory interest.
27 FIFTH CAUSE OF ACTION
[Injunctive Reliefj
VERIFIED SECOND AMENDED COMPLAINT FOR BREACH OF TRUST, BREACH OF FIDUCIARY DUTY,
QUIET TITLE, DECLARATORY RELIEF, AND INJUNCTIVE RELIEF
-8-
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26. Plaintiff realleges and incorporates herein by reference the paragraphs set forth above.
2
27. Plaintiff seeks injunctive relief that defendants be enjoined from interfering with
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plaintiff s beneficial interest in the subject property, by means of eviction or threats thereof, and
demanding money for rent or use of said property.
WHEREFORE, Plaintiff prays judgment against defendants as follows:
1. That plaintiffbe declared the sole legal and beneficial owner of the subject property and
that defendants be declared without any interest in said property;
9 2. That defendants be enjoined from interfering with plaintiff s interest in the subject
10 property;
3. That all interest in and title to the subject property be vested in plaintiff;
12 4. That defendant William has violated his fiduciary duties and thereby forfeited all interest
13 in the subiect property and be ordered jointly w!th defendant WWJW FAMILY LLC to deed said
14 property to plaintiff;
15 5. That defendants are estopped I'rom claiming any beneficial interest in the subject property
16 and that constructive trust be placed on the subject property reserving all beneficial interest in the
17 subject property to plaintiff;
18 6. That plaintiffbe awarded the costs of suit; and
19 7. For such other relief as may be just and appropriate.
20
Dated: August 29, 2019 KIRSCHENBAUM LAW, PC
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23
24
a~P ~
JEFFREY B. KIRSCHENBAUM
Attorneys for Plaintiff TON KIANG
RESTAURANT, INC.
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VERIFIED SECOND AMENDED COMPLAINT FOR BREACH OF TRUST, BREACH OF FIDUCIARY DUTY,
QUIET TITLE, DECLARATORY RELIEF, AND INJUNCTIVE RELIEF
9
VERIFICATION
I„Richard Wong, declare:
I am the president and chief executive officer of Ton Kiang Restaurant, Inc., the plaintiff in
the above-entitled action, and am authorized to make this verification on its behalf. I have read the
foregoing and know thc contents thereof, and I certify that the same is true of my knowledge, except
as to those matters which are therein stated upon information and belief, and as to those matters
I bclievc it to be true.
I dcclarc under penalty of perjury that the foregoing is true and correct. Executed on August
26, 2019 at San Francisco, California.
/
RICHARD~hIG
YFRIFII-',D SEC. OND AMENDFD COMPLAINT FOR BRIJACH OF TRUST, BREACH Ol'IDUCIARY DUTY,
QUIET TITLE, DECLARATORY RELIEF. AND INJUYCTIVE RELIFF
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15
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23 [Attached to
Exhibit
Verified First Amended Complaint (FAC)
A
on file herein.j
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VERIFIED SECOND AMENDED COMPLAINT FOR BREACH OF TRUST, BREACH OF FIDUCIARY
DUTY,
QUIET TITLE, DECLARATORY RELIEF, AND INJUNCTIVE RELIEF
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10
12
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15
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Exhibit
[Attached to
B
FAC on file herein.]
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27
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VERIFIED SECOND AMENDED COMPLAINT FOR BREACH
OF TRUST, BREACH OF FIDUCIARY DUTY,
QUIET TITLE, DECLARATORY RELIEF, AND INJUNCTIVE RELIEF
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10
12
14
15
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17
19
20
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Exhibit
[Attached to
C
24
FAC on file herein.]
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27
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VERIFIED SECOND AMENDED COMPLAINT FOR BREACH OF TRUST, BREACH OF FIDUCIARY
DUTY,
QUIET TITLE, DECLARATORY RELIEF, AND INJUNCTIVE RELIEF
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10
12
13
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15
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Exhibit
21
22
23 [Attached to FAC
D
on file herein.]
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27
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VERIFIED SECOND AMENDED COMPLAINT FOR BREACH
OF TRUST BREACH OF FIDUCIARY DUTY
QUIET TITLE, DECLARATORY RELIEF, AND INJUNCTIVE
RELIEF
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10
12
13
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Exhibit
[Attached to
E
FAC on file herein.]
23
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VERIFIED SECOND AMENDED
COMPLAINT FOR BREACH OF TRUST,
QUIET TITLE, DECLARATORY BREACH OF FIDUCIARY DUTY,
RELIEF, AND INJUNCTIVE RELIEF
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10
12
13
14
16
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23 Exhibit
[Attached to FAC
F
24 on file herein.j
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VERIFIED SECOND AMENDED
COMPLAINT FOR BREACH OF TRUST,
QUIET TITLE, DECLARATORY RELIEF, BREACH OF FIDUCIARY DUTY,
AND INJUNCTIVE RELIEF
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Exhibit G
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VERIFIED SECOND AMENDED
COMPLAINT FOR BREACH OF TRUST,
QUIET TITLE, DECLARATORY RELIEF, BREACH OF FIDUCIARY DUTY,
AND INJUNCTIVE RELIEF
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Ton Kiang Restaurant
5821 Geary Boulevard,
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1 Ryan K. J. Mau – SBN 146221 LAW OFFICE OF RYAN MAU, PC 2 333 Bush Street, 21st Floor ELECTRONICALLY 3 San Francisco, CA 94104 Tel: (415) 296-7700 F I L E D Superior Court of California, Fax: (415) 296-7600 County of San Francisco 4 Email: ryan@rmaulaw.com 09/30/2019 Clerk of the Court 5 Attorneys for Defendants, BY: ERNALYN BURA WILLIAM WONG and WWJW FAMILY LLC Deputy Clerk 6 7 8 SUPERIOR COURT OF THE STATE OF CALIFORNIA 9 COUNTY OF SAN FRANCISCO – UNLIMITED CIVIL JURISDICTION 10 11 TON KIANG RESTAURANT, INC. ) Case No. CGC-19-574262 ) 12 Plaintiff, ) (Consolidated with Case No. CUD-19-664262) ) 13 vs. ) ) DEFENDANTS WILLIAM WONG’S AND 14 WILLIAM WONG, WWJW FAMILY LLC, ) WWJW FAMILY LLC’S REQUEST FOR a California Limited Liability Company, and ) JUDICIAL NOTICE IN SUPPORT OF 15 DOES 1 - 10, inclusive, ) DEMURRER TO PLAINTIFF’S SECOND ) AMENDED COMPLAINT 16 Defendants. ) ) 17 ) AND CONSOLIDATED ACTION. ) 18 ) Hearing Date: October 28, 2019 ) Time: 9:30 a.m. 19 ) Department: 501 20 TO ALL PARTIES AND THEIR ATTORNEYS OF RECORD: 21 Defendants WILLIAM WONG and WWJW FAMILY LLC hereby move for and request, 22 pursuant to California Evidence Code §§452 (d) and 453, that judicial notice is taken of the 23 following records in the matter of Ton Kiang Restaurant, Inc. v. William Wong, WWJW Family 24 LLC, a California Limited Liability Company, et al.: 25 1. Plaintiff’s Verified Second Amended Complaint filed on August 30, 2019; 26 2. Order on Defendants’ Demurrer to Plaintiff’s Verified First Amended Complaint 27 filed on August 21, 2019; 28 3. Plaintiff’s Errata Sheet to Verified First Amended Complaint filed on June 26, -1- DEFENDANTS WILLIAM WONG’S AND WWJW FAMILY LLC’S REQUEST FOR JUDICIAL NOTICE IN SUPPORT OF DEMURRER TO PLAINTIFF’S SECOND AMENDED COMPLAINT 1 2019; 2 4. Plaintiff’s Verified First Amended Complaint filed on June 21, 2019 (excluding 3 exhibits); 4 5. Order on Defendants’ Demurrer to Plaintiff’s Verified Complaint filed on May 29, 5 2019; 6 6. Plaintiff’s Verified Complaint filed on March 4, 2019. 7 8 California Evidence Code §452 (d) states in pertinent part: 9 Records of (1) any court of this state or (2) any court of record of the United 10 States or any state of the United States. 11 12 California Evidence Code §453 states: 13 The trial court shall take judicial notice of any matter specified in section 452 if a party requests it and: (a) Gives each adverse party sufficient notice of the 14 request, through the pleadings or otherwise, to enable such adverse party to 15 prepare to meet the request; and (b) Furnishes the court with sufficient information to enable it to take judicial notice of the matter. 16 17 Here, Record Nos. 1-6, of which judicial notice are requested, are part of the Court’s file in 18 the matter of Ton Kiang Restaurant, Inc. v. William Wong, WWJW Family LLC, a California 19 Limited Liability Company, et al., San Francisco Superior Court Case No. CGC-19-574262. 20 The matters which Defendants WILLIAM WONG and WWJW FAMILY LLC request 21 judicial notice of are matters well within that type of matters which courts take judicial notice. 22 The facts for which Judicial Notice are requested are not in dispute. 23 24 Dated: September 30, 2019 LAW OFFICE OF RYAN MAU, PC 25 26 By: /s/ Ryan K.J. Mau Ryan K. J. Mau 27 Attorneys for Defendants WILLIAM WONG and 28 WWJW FAMILY LLC -2- DEFENDANTS WILLIAM WONG’S AND WWJW FAMILY LLC’S REQUEST FOR JUDICIAL NOTICE IN SUPPORT OF DEMURRER TO PLAINTIFF’S SECOND AMENDED COMPLAINT RECORD NO. 1 KIRSCHENBAUM LAW, PC JEFFREY B. KIRSCHENBAUM (SBN: 152290) 328 15th Street Oakland, CA 946 I 2 ELECTRONICALLY 3 Telephone: (510) 740-9260 F I L E D Email: Superior Court of California, 4 Jeff@Kirschenbaumlaw.corn County of San Francisco Attorneys for Plaintiff 08/30/2019 Clerk of the Court TON KIANG RESTAURANT, INC. BY: BOWMAN LIU Deputy Clerk SUPERIOR COURT OF CALIFORNIA CITY AND COUNTY OF SAN FRANCISCO 10 UNLIMITED CIVIL JURISDICTION 11 TON KIANG RESTAURANT, INC No. CGC-19-574262 12 13 Plaintiff, VERIFIED SECOND AMENDED COMPLAINT FOR BREACH OF TRUST, 14 Vs. BREACH OF FIDUCIARY DUTY, QUIET TITLE, DECLARATORY RELIEF, AND 15 IN JUNCTIVE RELIEF WILLIAM WONG, WWJW FAMILY LLC, a California Limited Liability Company, and 17 DOES 1-10, inclusive, 18 Defendants. 19 20 Comes now plaintiff Ton Kiang Restaurant, Inc. ("Ton Kiang"), as its second amended complaint, and alleges as follows: 22 GENERAL ALLEGATIONS 23 I. Introduction. This case is about an apparent owner of the subject property seeking to evict 24 the true owner. The apparent owner is defendant William Wong who currently holds title through a limited liability company he formed for purposes of holding title to the subject property. Based on 26 public records with the California Secretary of State, defendant William Wong is the sole member 27 and the sole manager of WWJW Family LLC ("WWJW"), the limited liability company. Based thereon, and on information and belief, defendant William Wong is the alter ego of defendant VERIFIED SECOND AMENDED COMPLAINT FOR BREACH OF TRUST, BREACH OF FIDUCIARY DUTY, QUIET TITLE, DECLARATORY RELIEF, AND INJUNCTIVE RELIEF - I- WWJW. Defendants Does 1-10 are responsible for and liable for the acts herein alleged and are sued by such fictitious names and will be named herein by their true names and identities when they are discovered. The subject property is 1 ocated at and commonly known as 5 82 1 Geary Boulevard, 3 San Francisco, California; its legal description is as shown in Exhibit A attached to the Verified First 4 Amended Complaint (FAC) on file herein and incorporated herein as though fully set forth. 5 2. The true owner of the subject property is Ton Kiang Restaurant, Inc., a closely-held California corporation consisting entirely of family members. The family members are the parents (hereinafier sometimes "Parents" ) Chin Boon Wong (hereinafier sometimes "Father" 8 ), Ching Su Wong (hereinafier sometimes "Mother" ), daughters Gloria Wong Shoung and Chine Wong Hui, eldest son William Wong (i.e., defendant William Wong herein), sons Phillip Wong and Richard 10 Wong, and daughter Candice Wong. The children are listed in the foregoing in the order of their 11 birth, and will be referred to herein by their given names. 12 3. Familv Historv. The family is ethically Chinese, ancestrally from the southeastern region 13 ~ of China, more commonly known within the Chinese culture as Ton Kiang, meaning east of the 14 Yang-Tse River. People from that part of China are called Hakka, literally meaning "guest families," 15 perhaps on account of their migration from the northern part of the counhy to the southern part 16 (where Canton dominates), and from there to other parts of Asia. The term Hakka is distinctive for 17 not being derivative of the name of a particular province or city in China (notably, e.g., Canton, 18 Shanghai, Beijing, Szechuan, etc.). Father's ancestors had migrated to Burma (now Myanmar), and 19 the family considered Burma home before immigrating to America (before Burma was renamed 20 Myamnar). 21 4. The Parents came to America in 1971, with little or no money, bringing with them Chine, 22 Richard, and Candice. Gloria was older than 21 and could not travel with the Parents as an 23 accompanying family member. William and Phillip could have come along, but they were attending 24 school in Taiwan. Gloria, William, and Phillip later joined the early arrivals in the seventies. 25 5. To earn a living and provide for the family, Father worked as a waiter, and Mother a 26 seamstress. They did so for 6 or 7 years. By 1978, they had saved up enough money to open up the 27 first Ton Kiang Restaurant in San Francisco's Chinatown, on Broadway, between Stockton Street and 28 VERIFIED SECOND AMENDED COMPLAINT FOR BREACH OF TRUST, BREACH OF FIDUCIARY DUTY QUIET TITLE, DECLARATORY RELIEF, AND INJUNCTIVE RELIEF -2- I Grant Avenue. It was an instant hit, thanks perhaps in no small measure that there was no other 2 Chinese restaurant around serving Hakka food. Both Father and Mother worked in the kitchen, and Richard worked after school in the kitchen as well as in the dining room. Chine and Candice were spared the restaurant work at the time and concentrated on school work: one later became a licensed pharmacist, and the other a licensed physician. 6. Following this initial success, the Ton Kiang Restaurant expanded from Chinatown to uptown. The Parents opened up a second location in the Outer Richmond, at 5827 Geary Boulevard, in or about 1980. Defendant William was tasked by the Parents to operate this new location with his wife, Jane. In or about 1983, the Parents opened up a third location, at 3148 Geary Boulevard. Chine, after work as a pharmacist, and Richard were tasked to operate this third location. The Parents continued to run the first location in Chinatown, Richard pulling double duty from time to 12 time between the third location and assisting the Parents in Chinatown. 13 7. In or about 1986, William and Jane disappeared &om the restaurant's second locat!on to 14 Taiwan, taking with them the restaurant's accumulated receipts and leaving unpaid accumulated bills 15 of the restaurant's vendors. Gloria then stepped in to nurse this second location back to financial 16 health. In or about 1989, William and Jane returned from Taiwan, sought forgiveness from the 17 Parents, and William, without Jane, was allowed to return to work at the family's restaurant business. 1!I By this time, the Parents had sold the Chinatown location and wanted to focus on the two Richmond 19 locations. At about the same time, the Parents incorporated the family restaurant business, which 26 theretofore had been a sole proprietorship between them. They gifted equal shares to all six children, representing when combined exactly one-half of the total outstanding shares of the corporation. 22 8. In or about 1991, the lease at the second location at 5827 Geary was coming up for 23 renewal or expiration, and the landlord was making demands the Parents felt were exorbitant. Chine 24 was bemoaning that fact to a regular customer at the third location at 3148 Geary, who was a real estate agent by the name of Steven Hong. Mr. Hong immediately introduced 5821 Geary (which is the subject property in this case) to be available for purchase, and explained that a business owning 27 its own property would mean that it would never again have to be at the thumb of a landlord. Afier reporting to the Parents, the project to purchase the subject property was launched. VERIFIED SECOND AMENDED COMPLAINT FOR BREACH OF TRUST, BREACH OF FIDUCIARY DUTY, QUIET TITLE, DECLARATORY RELIEF, AND INJUNCTIVE RELIEF -3- 9. Ton Kianu's Purchase of 5821 Gearv. Initially, problems abounded. The business 2 intending to make the purchase, Ton Kiang Restaurant, Inc., is a newly established corporation, having only been in existence since September 1989. And because it was a family corporation, lenders would want personal guarantees from the incorporators, who were already passing on the reins to the children. The corporation could make a substantial down payment or perhaps even do the purchase with cash on hand. However, following site inspection, the plan was to demolish the existing structure and build a new structure of different floors for the restaurant's exclusive and permanent use, with banquet facilities. Cash on hand thus needed to be conserved for the new construction if bank financing would not be readily available, In the end, it was decided that one of the sons would make the purchase in name only, doing so on behalf of the corporation. Only sons were considered because the Parents were "old school" and believed that daughters would eventually 12 become members of another family once they marry. Of the three sons, both William and Richard as Irestaurant workers lacked creditworthiness for obtaining financing, but Phil!ip did no'„havmg 14 established himself as a licensed podiatrist in the Los Angeles area. Phillip then agreed, orally, in or 15 about June 1991, with the Parents that he would be a nominee in making the purchase and would hold 16 legal title for the benefit of the restaurant corporation; he would obtain financing for the purchase, 17 and any and all financial outlays in the purchase and debt servicing would be the Parents'nd/or the IS corporation's obligations. This agreement between the Parents and Phillip was known to all of the 19 family members, including in particular Chine, whose name appeared in the offer to purchase the 2o subject property prepared by the real estate agent, and Richard, who executed said offer to purchase. Chine and Richard were directed by the Parents to be responsible for the handling of the purchase. A copy of the Commercial Purchase Agreement And Deposit Receipt prepared by real estate agent 23 Steven Hong is attached to the FAC on file herein as Exhibit B, showing that the purchase would be by a nominee. Also attached to the FAC as Exhibit C is a copy of Buyer's Closing Statement showing that Phillip Wong as buyer completed the purchase. Further attached to the FAC as Exhibit D is a verified cross-complaint in Case No. CGC-08-474186 in this court containing at paragraph 4 27 the statement under oath that "Ton Kiang's purchase of the Ton Kiang property was for the express purpose of constructing restaurant facilities on the property and operating a restaurant thereon." This VERIFIED SECOND AMENDED COMPLAINT FOR BREACH OF TRUST, BREACH OF FIDUCIARY DUTY, QUIET TITLE, DECLARATORY RELIEF, AND INJUNCTIVE RELIEF -4- prior statement is consistent with the allegations hereinabove, and pre-dated today's dispute by ten 2 years. (Defendant William was not named in the pleading as he had not yet acquired legal title from nominee Phillip.) 10. During the time Phillip held legal title for the corporation, the Parents and/or the corporation reimbursed him for funds he expended in making the purchase and in the debt servicing. 11. Defendant William's Acauisition of Leual Title from Phillip. In or about April 2010, seeing that Father was in poor health, defendant pressured the Parents to put legal title to the subject property in his name, as their eldest son. To induce the Parents'greement, defendant orally promised the Parents that he would continue to be the nominee in the same way that Phillip was, holding legal title to the subject property of 5821 Geary Boulevard in San Francisco where the family corporation Ton Kiang Restaurant, Inc. had already been doing business since 1992. He told the 12 Parents that as their eldest son, he was entitled to be holding the legal title for the benefit of the 13 family corporation. The Parents succumbed to defendant W!lliarn's entreating, and Father, as the 14 head of the family, directed Phillip to transfer the legal title to the subject property to defendant 15 William, and further directed that the corporation be responsible for any and all funds involved in the 16 transfer and any attendant debt servicing. If it were not for the Parents allowing that William take over as successor nominee from Phillip, defendant William could never have got to holding legal IS title, as the subject property was not generally available for purchase. 19 Phillip did as Father directed, although not without first requiring to be paid some sort of 2o compensation for having acted as Ton Kiang's nominee for some 19 years — from 1991 in the initial purchase to being suddenly directed now, in 2010, to give up legal title to William — during which period Ton Kiang ostensibly received the benefit of the Property having appreciated in value. 23 Following negotiations, Father, Phillip and William reached the agreement that the Property would be valued at $ 1.1 Million. It was also agreed that William would obtain bank financing in the amount of $ 700,000, and Father would pay the cash portion of $ 400,000 to effectuate the legal title transfer at $ 1.1 Million. Plaintiff is informed and believes and on that basis alleges that on or about June 11, 27 20 1 0 Father liquidated stock holdings and paid to William the $ 400,000. On or about September 3, 2010 the escrow closed, with William receiving the legal title and giving a deed of trust to the First VERIFIED SECOND AMENDED COMPLAINT FOR BREACH OF TRUST, BREACH OF FIDUCIARY DUTY, QUIET TITLE, DECLARATORY RELIEF, AND INJUNCTIVE RELIEF -5- I Republic Bank for securing the financing he obtained to carry on as Tong Kiang's nominee. 2 Following the close of escrow, Ton Kiang commenced paying William his carrying costs for the Property in the lump sum of $ 10,000 per month as if it was "rent," covering his debt service payments to First Republic Bank on the $ 700,000 he borrowed. Separately, as and when Ton Kiang received a bill for the property tax, Ton Kiang would pay it, consistent with its understanding that it would be responsible for William's carrying costs in being Ton Kiang's nominee. A sample copy of the property tax payment record is attached hereto as Exhibit G. 8 12. Father died in or about August 2011. Based on conversations with Mother and on bank account information available for inspection, Plaintiff is informed and believe and thereon alleges that defendant William prevailed upon her and Father that he, William, as the eldest son, should be added to their bank accounts. They complied, reposing trust and confidence in William as their 12 eldest son. 13 I The accounts involved were Account No. 024777987 at the Bank of the West, Clement Street 14 Branch; Account No. 50003071552 and Account No. 50003071594, both at First Republic Bank. 15 Shortly after Father's death, while the body was proverbially still warm, defendant William drained 16 all three accounts in the total amount of $ 2,286,094.28. Attached to the FAC as Exhibit E are 17 account information for all three accounts, although for the time being only the Bank of the West 18 information contains defendant William's signature confirming that he did take the money involved 19 there, in the amount of $ 1,690,870.22. 20 13. Parents-Children and Siblinus as Co-Venturers and Fiduciaries. Beginning with its very first location in Chinatown in or about 1978, through its second location in or about 1980 and third location in or about 1983, until today when all earlier locations have now been consolidated under 23 one roof at the subject property at 5821 Geary. As parents and children in the first place, and as 24 siblings in the second place, and further as co-venturers in the family enterprise, they reposed trust and confidence in each other. As th- family business grew and grew, everyone in the family worked at the family restaurant business at one time or another, at one location or another, pooling energy 27 and sharing the work. (The sole exception was youngest daughter Candice who wanted nothing else in life but practice medicine. Even Phillip closed his podiatry practice in southern California, moved VERIFIED SECOND AMENDED COMPLAINT FOR BREACH OF TRUST, BREACH OF FIDUCIARY DUTY, QUIET TITLE, DECLARATORY RELIEF, AND INJUNCTIVE RELIEF -6- 1 up here, and worked at the restaurant beginning in 2006.) They were parents and children, and they 2 were siblings, but they were in effect also co-venturers pursuing the common goal of the so-called American dream and the common purpose of growing a family business that was to and did become not only the family livelihood but also the financial security for all of the family members involved. All of these family members are thus more than such, more than just being shareholders of the family corporation, but are actually fiduciaries to each other, in whom each reposed trust and confidence in the others. 8 14. Defendant William as "Controllinu Shareholder". As holder of legal title to the subject property where the family corporation conducts its one and only restaurant business, defendant William in effect controls the life and death of the family corporation, in that evicting it would eviscerate the very purpose for which the subject property had been purchased and built upon. 12 15. Related Cases. This case is related to Case No. CUD-19-664262, and is in fact 13 precipitated by it. A notice of related case under California Rules of Court 3.300 is in the process of 14 being filed. The status of the other case is that a demurrer to a second a second amended complaint is 15 pending to be heard. For the court's convenient reference, a copy of the MPA in the demurrer is 16 attached to the FAC as Exhibit F. If the other case survives the pending demurrer, plaintiff here will make formal application for consolidation of the two cases. The common issue and facts are that 18 defendant William is a mere nominee and Ton Kiang is the true owner of the subject property. As a 19 mere nominee, defendant William cannot evict the true owner Ton Kiang. 20 FIRST CAUSE OF ACTION 21 [Breach of Trust] 22 16. Plaintiff incorporates and realleges by this reference all of the foregoing paragraphs. 23 17. As more particularly alleged in paragraph 11 above, defendant William breached the trust created as described by purporting to evict Ton Kiang in the case referenced in paragraph 15 above. 26 SECOND CAUSE OF ACTION 27 [Breach of Fiduciary Duty] I g. Plaintiff incorporates and realleges by this reference all of the foregoing paragraphs. VERIFIED SECOND AMENDED COMPLAINT FOR BREACH OF TRUST, BREACH OF FIDUCIARY DUTY, QUIET TITLE, DECLARATORY RELIEF, AND INJUNCTIVE RELIEF -7- I 19. As more particularly alleged in paragraph 13, defendant William owed fiduciary duties to plaintiff Ton Kiang, who is the intended beneficiary in thye creation of those fiduciary duties. THIRD CAUSE OF ACTION [Quiet Title] 20. Plaintiff incorporates and realleges by this reference all of the foregoing allegations. 21. As more particularly alleged in paragraphs 11 and 13, defendant William's breach of trust and breach of fiduciary duties constituted constructive fraud, on which basis plaintiff seeks to quiet title to the subject property by an order directing the conveyance of all legal and beneficial title to plaintiff s name only, free of any h'ust, and divesting defendants of any interest in the 10 Property. FOURTH CAUSE OF ACTION 12 [Declaratory Reliefj 13 22. Plaintiff realleges and incorporates herein by reference the paragraphs set forth above 23. An actual controversy exists between plaintiff and defendants regarding the subject 15 property. Plaintiff seeks declaratory relief of the respective rights and interests of the parties to this 16 litigation. Specifically, plaintiff seeks a determination of plaintiff s rights in the subject property and that defendants'ctions are in violation of plaintiff s rights, and further seeks an order 18 divesting defendants of any interest in the subject property and vesting all interest, legal and 19 beneficial, in plaintiff. 20 24. Plaintiff seeks declaratory relief that defendants'laim of any title to or interest in the subject property is forfeited by defendants'alfeasance and breach of fiduciary duties, all as alleged above. 23 25. Alternatively, plaintiff seeks declaratory relief that defendants'nterest in the subject property is only as a fiduciary strictly for the benefit of plaintiff, that defendants have no beneficial interest in said property, including any possessory interest, and that deferidants are estopped from claiming any beneficial interest in the property, including any possessory interest. 27 FIFTH CAUSE OF ACTION [Injunctive Reliefj VERIFIED SECOND AMENDED COMPLAINT FOR BREACH OF TRUST, BREACH OF FIDUCIARY DUTY, QUIET TITLE, DECLARATORY RELIEF, AND INJUNCTIVE RELIEF -8- I 26. Plaintiff realleges and incorporates herein by reference the paragraphs set forth above. 2 27. Plaintiff seeks injunctive relief that defendants be enjoined from interfering with 3 plaintiff s beneficial interest in the subject property, by means of eviction or threats thereof, and demanding money for rent or use of said property. WHEREFORE, Plaintiff prays judgment against defendants as follows: 1. That plaintiffbe declared the sole legal and beneficial owner of the subject property and that defendants be declared without any interest in said property; 9 2. That defendants be enjoined from interfering with plaintiff s interest in the subject 10 property; 3. That all interest in and title to the subject property be vested in plaintiff; 12 4. That defendant William has violated his fiduciary duties and thereby forfeited all interest 13 in the subiect property and be ordered jointly w!th defendant WWJW FAMILY LLC to deed said 14 property to plaintiff; 15 5. That defendants are estopped I'rom claiming any beneficial interest in the subject property 16 and that constructive trust be placed on the subject property reserving all beneficial interest in the 17 subject property to plaintiff; 18 6. That plaintiffbe awarded the costs of suit; and 19 7. For such other relief as may be just and appropriate. 20 Dated: August 29, 2019 KIRSCHENBAUM LAW, PC 22 23 24 a~P ~ JEFFREY B. KIRSCHENBAUM Attorneys for Plaintiff TON KIANG RESTAURANT, INC. 26 27 28 VERIFIED SECOND AMENDED COMPLAINT FOR BREACH OF TRUST, BREACH OF FIDUCIARY DUTY, QUIET TITLE, DECLARATORY RELIEF, AND INJUNCTIVE RELIEF 9 VERIFICATION I„Richard Wong, declare: I am the president and chief executive officer of Ton Kiang Restaurant, Inc., the plaintiff in the above-entitled action, and am authorized to make this verification on its behalf. I have read the foregoing and know thc contents thereof, and I certify that the same is true of my knowledge, except as to those matters which are therein stated upon information and belief, and as to those matters I bclievc it to be true. I dcclarc under penalty of perjury that the foregoing is true and correct. Executed on August 26, 2019 at San Francisco, California. / RICHARD~hIG YFRIFII-',D SEC. OND AMENDFD COMPLAINT FOR BRIJACH OF TRUST, BREACH Ol'IDUCIARY DUTY, QUIET TITLE, DECLARATORY RELIEF. AND INJUYCTIVE RELIFF -10- 12 15 16 17 18 19 20 21 22 23 [Attached to Exhibit Verified First Amended Complaint (FAC) A on file herein.j 24 25 26 27 28 VERIFIED SECOND AMENDED COMPLAINT FOR BREACH OF TRUST, BREACH OF FIDUCIARY DUTY, QUIET TITLE, DECLARATORY RELIEF, AND INJUNCTIVE RELIEF -11- 10 12 13 14 15 16 17 18 19 20 21 22 23 Exhibit [Attached to B FAC on file herein.] 24 27 28 VERIFIED SECOND AMENDED COMPLAINT FOR BREACH OF TRUST, BREACH OF FIDUCIARY DUTY, QUIET TITLE, DECLARATORY RELIEF, AND INJUNCTIVE RELIEF -12- 10 12 14 15 16 17 19 20 21 22 23 Exhibit [Attached to C 24 FAC on file herein.] 25 26 27 28 VERIFIED SECOND AMENDED COMPLAINT FOR BREACH OF TRUST, BREACH OF FIDUCIARY DUTY, QUIET TITLE, DECLARATORY RELIEF, AND INJUNCTIVE RELIEF -13- 10 12 13 14 15 16 17 18 19 20 Exhibit 21 22 23 [Attached to FAC D on file herein.] 26 27 28 VERIFIED SECOND AMENDED COMPLAINT FOR BREACH OF TRUST BREACH OF FIDUCIARY DUTY QUIET TITLE, DECLARATORY RELIEF, AND INJUNCTIVE RELIEF -14- 10 12 13 14 15 17 18 19 20 21 22 Exhibit [Attached to E FAC on file herein.] 23 24 26 27 28 VERIFIED SECOND AMENDED COMPLAINT FOR BREACH OF TRUST, QUIET TITLE, DECLARATORY BREACH OF FIDUCIARY DUTY, RELIEF, AND INJUNCTIVE RELIEF -15- 10 12 13 14 16 17 18 20 21 22 23 Exhibit [Attached to FAC F 24 on file herein.j 25 26 27 28 VERIFIED SECOND AMENDED COMPLAINT FOR BREACH OF TRUST, QUIET TITLE, DECLARATORY RELIEF, BREACH OF FIDUCIARY DUTY, AND INJUNCTIVE RELIEF — 16- 17 18 19 20 21 22 Exhibit G 23 24 25 26 27 VERIFIED SECOND AMENDED COMPLAINT FOR BREACH OF TRUST, QUIET TITLE, DECLARATORY RELIEF, BREACH OF FIDUCIARY DUTY, AND INJUNCTIVE RELIEF -17- Ton Kiang Restaurant 5821 Geary Boulevard, I