Answer: VICTORIA GOLUNOVA ET AL VS. ANN AKHROMSTSEV ET AL

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                                1   Zhuanjia Gu (State Bar No. 244863)
     THE GU LAW FIRM
                                                                                 ELECTRONICALLY
 2   533 Airport Boulevard, Suite 400
     Burlingame, CA 94010                                                            FILED
                                                                                 Superior Court of California,
 3   Telephone: (650) 383-0088                                                    County of San Francisco
     Facsimile: (650) 383-0060
 4   gu@thegulawfirm.com                                                             11/08/2019
                                                                                 Clerk of the Court
                                                                                    BY: EDWARD SANTOS
 5   Attorney for Plaintiff and Cross-Defendant,                                              Deputy Clerk
     VICTORIA GOLUNOVA
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 9                      SUPERIOR COURT OF THE STATE OF CALIFORNIA
10                                   COUNTY OF SAN FRANCISCO
11   VICTORIA GOLUNOVA, MARIYA                           Case No.: CGC-19-577637
     RYCHKOVA, Individually and as Managing
12   Members of CALIFORNIA HOME HEALTH
     LLC, a California Limited Liability Company;        PLAINTIFF VICTORIA
13                                                       GOLUNOVA’S ANSWER TO
                    Plaintiffs,                          UNVERIFIED CROSS-COMPLAINT
14                                                       OF DEFENDANTS ANN
            vs.                                          AKHROMTSEV AND DANIEL
15                                                       AKHROMTSEV
16   ANN AKHROMTSEV, DANIEL
     AKHROMTSEV, DANMA CONSULTING, a
17   California Corporation, and DOES 1 to 10,
     inclusive;
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                  Defendants.
19   _______________________________________
20   ANN AKHROMTSEV, DANIEL
     AKHROMTSEV,
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                   Cross-Complainants,
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            vs.
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24   VICTORIA GOLUNOVA, IGOR LYUSTIN,
     MARIYA RYCHKOVA, ANDREY
25   RYCHKOV, and DOES 1 to 10, inclusive,
26                Cross-Defendants.
     ________________________________________
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            Plaintiff Victoria Golunova (“Golunova”) answers the allegations contained in Defendants
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      GOLUNOVA ANSWER TO CROSS-COMPLAINT                  1
 1   Ann and Daniel Akhromtsev’s (“Defendants” or “Cross-Complainants”) cross-complaint (“Cross-

 2   Complaint”) as follows:

 3          Pursuant to the provisions of California Code of Civil Procedure § 431.30, Plaintiff

 4   Golunova denies all of the allegations contained in the Cross-Complaint. Plaintiff Golunova denies

 5   that she acted wrongfully or that she is liable in any way, whether in the manner alleged in the

 6   complaint or otherwise. Further, Plaintiff Golunova denies that the Cross-Complainants are entitled

 7   to the relief prayed for, or any relief at all from Plaintiff Golunova.

 8          WHEREFORE, Plaintiff Golunova prays as hereinafter set forth:

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10                                    FIRST AFFIRMATIVE DEFENSE

11          1. As a separate and distinct affirmative defense, Plaintiff Golunova alleges that Cross-

12              Complainants’ Cross-Complaint fails to state facts sufficient to constitute a cause of

13              action.

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15                                  SECOND AFFIRMATIVE DEFENSE

16          2. As a separate and distinct affirmative defense, Plaintiff Golunova alleges that Cross-

17              Complainants lack standing to bring the third cause of action for violation of the

18              Cartwright Act, Restraint of Trade, Formation of Monopoly.

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20                                    THIRD AFFIRMATIVE DEFENSE

21          3. As a separate and distinct affirmative defense, Plaintiff Golunova alleges that Cross-

22              Complainants’ Cross-Complaint is barred by Cross-Complainants’ breach of fiduciary

23              duties, intentional misconduct, and violations of the Second Amended Limited Liability

24              Company Operated Agreement of California Home Health, LLC, a California Limited

25              Liability Company (“Operating Agreement”), including at least Sections 4.2.3; 5.3; 6.1;

26              6.4; and 6.5.

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      GOLUNOVA ANSWER TO CROSS-COMPLAINT                       2
 1                             FOURTH AFFIRMATIVE DEFENSE

 2       4. As a separate and distinct affirmative defense, Plaintiff Golunova alleges that Cross-

 3          Complainants’ Cross-Complaint is barred by the doctrine of unclean hands.

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 5                               FIFTH AFFIRMATIVE DEFENSE

 6       5. As a separate and distinct affirmative defense, Plaintiff Golunova alleges that Cross-

 7          Complainants’ Cross-Complaint is barred by the doctrine of in part delicto as Cross-

 8          Complainants’ conduct is responsible for the alleged harm set forth in Cross-

 9          Complainants’ Cross-Complaint and/or resulting damages, if any.

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11                               SIXTH AFFIRMATIVE DEFENSE

12       6. As a separate and distinct affirmative defense, Plaintiff Golunova alleges that Cross-

13          Complainants’ Cross-Complaint is barred by the equitable doctrines of waiver and

14          estoppel.

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16                            SEVENTH AFFIRMATIVE DEFENSE

17       7. As a separate and distinct affirmative defense, Plaintiff Golunova alleges that Cross-

18          Complainants are estopped and barred from recovery as Cross-Complainants’ conduct is

19          a violation of California Corporations Code Section 17704.09 and a breach of the

20          members’ duty of loyalty and duty of care, resulting in the harm Cross-Complainants

21          complain of.

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23                              EIGTH AFFIRMATIVE DEFENSE

24       8. As a separate and distinct affirmative defense, Plaintiff Golunova alleges that Cross-

25          Complainants’ Cross-Complaint is barred as Plaintiff Golunova’s acts were justified and

26          privileged under at least California Home Health’s (“CHH”) Rules and Procedures for the

27          purpose of protecting CHH’s patients and business operation, and the Operating

28          Agreement.
     GOLUNOVA ANSWER TO CROSS-COMPLAINT                  3
 1                               NINTH AFFIRMATIVE DEFENSE

 2       9. As a separate and distinct affirmative defense, Plaintiff Golunova alleges that she

 3          exercised reasonable business judgment under all the circumstances and is therefore

 4          insulated from the allegations asserted in the complaint.

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 6                               TENTH AFFIRMATIVE DEFENSE

 7       10. As a separate and distinct affirmative defense, Plaintiff Golunova alleges that she is

 8          entitled to indemnification in accord with at least California Corporations Code Section

 9          317 because she is an agent of CHH, and at all times acted in good faith and in a manner

10          reasonably believed to be in the best interests of CHH.

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12                            ELEVENTH AFFIRMATIVE DEFENSE

13       11. Plaintiff Golunova is informed and believes, and therefore alleges without admitting that

14          the Cross-Complaints state a claim, that Cross-Complainants have not sustained any loss,

15          damage, harm, or detriment in any form or any amount, monetary or otherwise, as a

16          result of any acts alleged against Plaintiff Golunova in the Cross-Complaint.

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18                             TWELFTH AFFIRMATIVE DEFENSE

19       12. As a separate and distinct affirmative defense, Plaintiff Golunova has insufficient

20          knowledge or information on which to form a belief as to whether it may have additional,

21          as yet unstated affirmative defenses available, and therefore this answering Plaintiff

22          reserve the right to assert additional affirmative defenses in the event subsequent

23          knowledge or information indicates such defenses may be available or appropriate.

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     GOLUNOVA ANSWER TO CROSS-COMPLAINT                   4
 1   Dated: September 19, 2019                 THE GU LAW FIRM

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 5                                         By: ____________________________
                                                Zhuanjia Gu (SBN 244863)
 6                                              Attorney for Plaintiff
 7                                              Victoria Golunova

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      GOLUNOVA ANSWER TO CROSS-COMPLAINT          5