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FILED: KINGS COUNTY CLERK 04/25/2022 02:16 PM INDEX NO. 506569/2022
NYSCEF DOC. NO. 50 RECEIVED NYSCEF: 04/25/2022
Exhibit “A”
FILED: KINGS COUNTY CLERK 03/07/2022
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NYSCEF DOC. NO. 4
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SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF KINGS Index No.: 506569/2022
_______________________________________________________________________Ç
Jun Yan Guan, Individually and Derivatively on Behalf of
Angel Gift Nail Spa Inc.,Angel Gift Nail Spa II Inc.,
Angel Gift Nail Spa IIIInc., Angel Gift Nail Spa IV Inc.,
At Angel Gift Nail Spa II Inc., At Angel Gift Nail Spa III Inc.
Angel City Nail Spa, Inc.,At Angel City Nail Spa, Inc. AMENDED
Plaintiffs, VERIFIED COMPLAINT
-against-
Hua Chen a/k/a Susan Hua Chen; Tao Lin; Jianping Dai;
Angel Gift Nail Spa Inc.; Angel Gift Nail Spa II Inc.;
Angel Gift Nail Spa III Inc.; Angel Gift Nail Spa IV Inc.;
At Angel Gift Nail Spa II Inc.; At Angel Gift Nail Spa III Inc.;
Angel City Nail Spa, Inc.; At Angel City Nail Spa, Inc.,
Vincent Huang; Vincent Huang CPA P.C.
Royal Business Bank; Metro City Bank;
Defendants.
_______________________________________________________________________Ç
Plaintiff, Jun Yan Guan, Individually and Derivatively on Behalf of Angel Gift Nail Spa
Inc., Angel Gift Nail Spa II Inc., Angel Gift Nail Spa IIIInc., Angel Gift Nail Spa IV Inc.,
At Angel Gift Nail Spa II Inc., At Angel Gift Nail Spa HI Inc., Angel City Nail Spa, Inc. & At
Angel City Nail Spa, Inc. by their attorneys, THE TAPIA LAW FIRM, PLLC, as and for their
Complaint against Defendants Hua Chen a/k/a Susan Hua Chen, Tao Lin, Jianping Dai, Angel
Gift Nail Spa Inc., Angel Gift Nail Spa U Inc., Angel Gift Nail Spa ( Inc., Angel Gift Nail Spa
IV Inc., At Angel Gift Nail Spa II Inc.,At Angel Gift Nail Spa IIIInc., Angel City Nail Spa,
Inc., At Angel City Nail Spa, Inc., Vincent Huang, Vincent Huang CPA P.C., Royal Business
Bank, and Metro City Bank, alleges as follows:
PARTIES
1. The Plaintiff, Jun Yan Guan, is an individual with a principal place of business in the
5th
County of Kings, State of New York, at 8409 Avenue, Brooklyn, NY 11209.
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2. The Plaintiff, Angel Gift Nail Spa Inc.,is a New York Corporation duly organized
pursuant to the laws of the State of New York, formed on January 19, 2011, with a
5th
principal place of business in the County of Kings, State of New York, at 8409
Avenue, Brooklyn, NY 11209.
3. The Plaintiff, Angel Gift Nail Spa II Inc., is a New York Corporation duly organized
pursuant to the laws of the State of New York, formed on October 9, 2013, with a
3rd
principal place of business in the County of Kings, State of New York, at 7810
Avenue, Brooklyn, NY 11209.
4. The Plaintiff, Angel Gift Nail Spa III Inc., is a New York Corporation duly organized
pursuant to the laws of the State of New York, formed on August 19, 2015, with a
5th
principal place of business in the County of Kings, State of New York, at 8409
Avenue, Brooklyn, NY 11209.
5. The Plaintiff, Angel Gift Nail Spa IV Inc., is a New York Corporation duly organized
pursuant to the laws of the State of New York, formed on September 27, 2016, with a
principal place of business in the County of Kings, State of New York, at 7810 3rd
Avenue, Brooklyn, NY 11209.
6. The Plaintiff, At Angel Gift Nail Spa II Inc , isa New York Corporation duly organized
pursuant to the laws of the State of New York, formed on November 2, 2018, with a
principal place of business in the County of Kings, State of New York, at 7810 3rd
Avenue, Brooklyn, NY 11209.
7. The Plaintiff, At Angel Gift Nail Spa IIIInc., is a New York Corporation duly organized
pursuant to the laws of the State of New York, formed on November 2, 2018, with a
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5th
principal place of business in the County of Kings, State of New York, at 8409
Avenue, Brooklyn, NY 11209.
8. The Plaintiff, Angel City Nail Spa Inc., is a New York Corporation duly organized
pursuant to the laws of the State of New York, formed on October 29, 2015, with a
3rd
principal place of business in the County of Kings, State of New York, at 8905
Avenue, Brooklyn, NY 11209.
9. The Plaintiff, At Angel City Nail Spa Inc., is a New York Corporation duly organized
pursuant to the laws of the State of New York, formed on November 2, 2018, with a
3rd
principal place of business in the County of Brooklyn, State of New York, at 8905
Avenue, Brooklyn, NY 11209.
10. Defendant, Hua Chen a/k/a Susan Hua Chen, is an individual residing in the County of
2nd
Kings, State of New York, at 1948 85th Street, Floor, Kings, NY 11214.
11. Defendant, Tao Lin, is an individual residing in the County of Kings, State of New York,
85th 2nd
at 1948 Street, FlOOr, Kings, NY 11214.
12. Defendant, Jianping Dai, is an individual residing in the County of Kings, State of New
85th
York, at 1948 Street, Basement Apt., Kings, NY 11214.
13. Defendant, Angel Gift Nail Spa Inc., is a New York Corporation duly organized pursuant
to the laws of the State of New York, formed on January 19, 2011, with a principal place
5th
of business in the County of Kings, State of New York, at 8409 Avenue, Brooklyn,
NY 11209.
14. Defendant, Angel Gift Nail Spa II Inc., is a New York Corporation duly organized
pursuant to the laws of the State of New York, formed on October 9, 2013, with a
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3rd
principal place of business in the County of Kings, State of New York, at 7810
Avenue, Brooklyn, NY 11209.
15. Defendant, Angel Gift Nail Spa ( Inc.,is a New York Corporation duly organized
pursuant to the laws of the State of New York, formed on August 19, 2015, with a
5th
principal place of business in the County of Kings, State of New York, at 8409
Avenue, Brooklyn, NY 11209.
16. Defendant, Angel Gift Nail Spa IV Inc.,is a New York Corporation duly organized
pursuant to the laws of the State of New York, formed on September 27, 2016, with a
3rd
principal place of business in the County of Kings, State of New York, at 7810 Ave,
Brooklyn, NY 11209.
17. Defendant, At Angel Gia Nail Spa II Inc , isa New York Corporation duly organized
pursuant to the laws of the State of New York, formed on November 2, 2018, with a
3rd
principal place of business in the County of Kings, State of New York, at 7810
Avenue, Brooklyn, NY 11209.
18. Defendant, At Angel Gia Nail Spa m Inc., is a New York Corporation duly organized
pursuant to the laws of the State of New York, formed on November 2, 2018, with a
5th
principal place of business in the County of Kings, State of New York, at 8409
Avenue, Brooklyn, NY 11209.
19. Defendant, Angel City Nail Spa Inc., is a New York Corporation duly organized pursuant
to the laws of the State of New York, formed on July 12, 2019, with a principal place of
3rd
business in the County of Kings, State of New York, at 8905 Avenue, Brooklyn, NY
11209.
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20. Defendant, At Angel City Nail Spa Inc., is a New York Corporation duly organized
pursuant to the laws of the State of New York, formed on November 2, 2018, with a
3rd
principal place of business in the County of Brooklyn, State of New York, at 8905
Avenue, Brooklyn, NY 11209.
58th
21. Defendant, Vincent Huang, is an individual with a principal place of business at 758
Street, Suite B5, Brooklyn, NY 11220.
22. Defendant, Vincent Huang CPA P.C., is a Professional Corporation presumed to be duly
organized pursuant to the laws of the State of New York, formed on August 11, 2020,
58th
with a principal place of business in the county of Kings, State of New York, at 758
Street, Suite B5, Brooklyn, NY 11220.
23. Royal Business Bank, is a Califomia Corporation authorized to do business in the state of
New York, with an address at 1055 Wilshire Blvd., Suite 1200, Los Angeles, CA 90017,
brought into this action for the sole reason that itacquired First American International
Bank, which issued Defendant Hua Chen the mortgage secured by the subject property
85th
located at 1948 Street, Brooklyn, NY 11214.
24. Metro City Bank, is a Georgie Corporation authorized to do business in the state of New
York, with an address at 5114 Buford Highway NE, Doraville, GA 30340, brought into
this action for the sole reason that itissued Defendant Hua Chen a second mortgage
85th
secured by the subject property located at 1948 Street, Brooklyn, NY 11214.
JURISDICTION AND VENUE
25. This Court has jurisdiction over the Defendants by virtue of CPLR § 301.
26. Venue is in the County of Kings because itis the principal place of business of the
Plaintiff(s) and Defendants.
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27. This is an action against Defendant Hua Chen a/k/a Susan Hua Chen, as an individual and
as an Officer/Director of the Defendant Corporations. The causes of action arising from
Plaintiff(s) Complaint are in the nature of Piercing the Corporate Veil, Breach of
Fiduciary Duty, Breach of Contract, Tortious Interference with Contract, Money Had and
Received, Unjust Enrichment, Fraud and Deceit, Conversion, Accounting of the books
and records and all relevant information contained therein of the Defendant Corporations,
Constructive Trust, Injunctive Relief, Trespass To Personal Chattels, Assault, Battery,
Intentional Infliction of Emotional Distress, Usurpation of Corporation Opportunities,
Defamation-Slander.
28. This is also an action against Defendant Tao Lin for Conversion, Unjust Enrichment, and
Aiding and Abetting Tortious Conduct, and Injunctive Relief.
29. This is also an action against Defendant Jiaping Dai for Conversion, Unjust Enrichment,
Aiding and Abetting a Tortious Conduct, and Injunctive Relief.
30. This is also an action against Defendant Corporations for Breach of Contract, an
Accounting, Unjust Enrichment, Employer Improperly Handling Employee Wages,
Employer Liability For Employee Acts, and Employer Retaliation Against Employee.
31. Lastly, this is also an action against Defendant Vincent Huang, individually and as an
agent of Vincent Huang CPA P.C. for Breach of Fiduciary Duty and
Professional/Accountant Malpractice.
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BACK GROUND
Partnership Formed
32. On or about 1999, the individual Plaintiff, Jun Yan Guan (hereinafter, "Mr. Guan"),
immigrated from China to the United States with the hopes of achieving the American
dream of owning his own business.
33. Mr. Guan knew that he needed to learn a trade in order to survive in thiscountry; hence,
he made friends with other Chinese immigrants, whom taught him how to perform nail
services.
34. Mr. Guan quickly learned the trade of a nail specialist, and in the process discovered his
talent of creating special and unique nail designs that few others were capable of
replicating.
35. Itwas not long before Mr. Guan was sought after for his skill,and did very well for
himself on tips alone.
36. On or about 2005, Mr. Guan had finally saved enough money to achieve his dream of
opening his own nail salon business.
37. On or about 2006, Mr. Guan firstmet the Defendant, Hua Chen a/k/a Susan Hua Chen
(hereinailer, "Mrs. Chen"), whom scouted Mr. Guan for his nail design talent.
38. Mrs. Chen had heard of Mr. Guan's talent from her cousin-in-law, whom is also Mr.
Guan's current spouse.
39. Mrs. Chen financially induced Mr. Guan to close his nail salon and to begin working at
her nail salon instead, as she wanted him to provide his special nail designs exclusively to
her clients.
40. Mrs. Chen at the time had her own nail salon at Myrtle Avenue in Brooklyn, New York.
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41. Due to their common work ethic and family connection, Mr. Guan and Mrs. Chen had a
good working relationship while Mr. Guan was under Mrs. Chen's employment.
42. On or about 2009, the economy was stillin a recession, and Mrs. Chen had to
subsequently sell her business to cut her losses.
43. Mrs. Chen initially was trying to sell her business for $80,000, but Mr. Guan helped Mrs.
Chen find a suitable purchaser and negotiated for her a selling price of $160,000.
44. After Mrs. Chen sold her business, she moved to Tennessee because her husband had
opened a restaurant there.
45. Mr. Guan started working for another nail salon in an affluent area located at Port
Jefferson, New York; and itis there where he learned how to decorate and display a nail
salon, where to buy quality equipment and supplies, and how to provide a luxury
experience to customers.
46. Mr. Guan in due time desired to reopen his nail salon business, with the intent of
implementing what he experienced and learned while working at the Port Jefferson
location.
47. Mr. Guan searched for the ideal location for his nail salon, and found the location at 8409
5th
Avenue, Brooklyn, NY 11209 (the "First Location"), which was conveniently located
close to where he lived at that time.
48. Mr. Guan negotiated favorable rental terms with the prospective landlord, but prior to
committing to the location, Mr. Guan needed more funds to successfully open the nail
salon in the manner that he was envisioning it.
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49. Mr. Guan, knowing how well he worked with Mrs. Chen, contacted her to inquire ifshe
5th
would be willing to become an equal partner with him at opening a nail salon at 8409
Avenue, Brooklyn, NY 11209.
50. Mr. Guan and Mrs. Chen verbally discussed what the terms of their partnership would be
and the money that itwould entail to startthis venture.
51. Mr. Guan and Mrs. Chen ultimately agreed to form the partnership, and that each would
need to invest $70,000 into the business in order to bring Mr. Guan's vision to fruition.
52. At the aforementioned time, Mr. Guan only had $30,000 to invest, but borrowed $20,000
from an acquaintance of Mrs. Chen, for a total contribution of $50,000.
53. Mrs. Chen did not need to borrow money because she had the $70,000 readily available
to invest.
54. Since Mrs. Chen was investing $70,000 and Mr. Guan was only able to invest $50,000,
they both agreed that Mr. Guan would make up for the $20,000 difference from his share
of the profits until the balance was covered. Mr. Guan and Mrs. Chen agreed that from
the business proceeds, they would each start with a monthly salary of $2000, and any net
proceeds after expenses and salaries would be saved to further expand their business.
First Location
55. On or about January 15, 2011, Mr. Guan and Mrs. Chen entered into a lease for the First
Location with the landlord in their individual capacities. Mr. Guan had negotiated the
rent at on or about $3500 per month with only a 3% rent increase every year for 10 years.
56. After executing the lease, Mr. Guan suggested to Mrs. Chen that they should open a
corporation. Mr. Guan suggested the name: Angel Gift Nail Spa Inc.
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57. Mrs. Chen opened an electric utility account in said Corporation's name, placing herself
as the guarantor claiming that she had better credit and could get a better rate.
58. Mrs. Chen also opened the cable and internet account in said Corporation's name, placing
herself as the guarantor claiming that she had better credit and could get a better rate.
59. Mrs. Chen also opened a phone account in said Corporation's name, placing herself as
the guarantor claiming that she had better credit and could get a better rate.
60. Mr. Guan renovated the premises and selected the nail salon décor, equipment, and
supplies which were allpurchased with their initialinvestment funds.
61. Prior to opening the First Location, Mr. Guan placed an ad in the newspaper seeking nail
specialists to employ, which he would ultimately interviewed and hired four of them.
62. The First Location was so successful, that Mr. Guan hired ten more nail specialists
shortly after opening.
63. To best of Mr. Guan's knowledge, the current gross income at the First Location alone
ranges from $38,000 to $70,000 per month, the highest range being during the summer
months. The rent through time has gone from on or about $3500 to on or about $5135 per
month. The total salaries paid to employees amount to an average of on or about $18,000
per month. The salaries paid to Mr. Guan and Mrs. Chen went from a combined total of
$4000 per month to allegedly $11,000 per month. The utilities and supplies amount to on
or about $3000 per month. Hence, Net proceeds every month on average ranged from $0
to $32,865.00.
Meeting Accountant Vincent Huang
64. After signing the lease for the First Location, Mr. Guan recommended to Mrs. Chen that
they utilize the professional services of a certified public accountant; and subsequently
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met with a "Mr. Liang", whom he had used for most of his prior personal accounting and
tax preparation.
65. Mr. Liang helped Mr. Guan and Mrs. Chen open their first corporation: Angel Gift Nail
Spa Inc., and during the process Mr. Liang introduced them to his partner Defendant
Vincent Huang (hereinafter, "CPA Huang").
66. Eventually Mr. Liang and CPA Huang ceased being partners because Mr. Liang was
going to open an office in Flushing, Queens. Mr. Guan and Mrs. Chen continued to use
CPA Huang because he remained in Brooklyn.
67. CPA Huang would later help Mr. Guan and Mrs. Chen form their subsequent
Corporations: Angel Gift Nail Spa II,Inc., Angel Gift Nail Spa III,Inc., Angel Gift Nail
Spa IV Inc., At Angel Gift Nail Spa II Inc., At Angel Gift Nail Spa III Inc., Angel City
Nail Spa, Inc.,and At Angel City Nail Spa Inc.
68. Recently, CPA Huang has provided his services to Mr. Guan and Mrs. Chen, by and
through Defendant Vincent Huang CPA P.C., a certified public accountant professional
corporation.
69. From the inception, Mr. Guan and Mrs. Chen made itclear to CPA Huang that Mr. Guan
and Mrs. Chen were equal partners, and as such would hold equal amount of shares in
Angel Gift Nail Spa, Inc. and allfuture corporations formed under their partnership.
70. Once their firstcorporation, Angel Gift Nail Spa Inc., was formed on January 19, 2011,
Mr. Guan and Mrs. Chen opened a corporate bank account at JPMorgan Chase, N.A.
71. Mr. Guan and Mrs. Chen instructed the bank representative to reflect in the account's
records that they were equal owners of the Corporation, and at the time of opening the
account they were both asked to sign bank related documents.
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72. Later, Mrs. Chen would go on to open other bank accounts each time they formed a new
corporation. Mr. Guan did not participate in opening those other accounts because at that
time they were on good terms, and he never imagined that he would have business
disputes with Mrs. Chen in the future.
73. CPA Huang would repeatedly advise Mr. Guan and Mrs. Chen that they should open a
new corporation every two years for each location in order to be eligible to claim certain
business losses that new businesses are eligible for and to minimize the risk of audits.
74. The First Location has been managed under three successive corporations as follows:
a. Angel Gift Nail Spa, Inc. from January 19, 2011
b. Angel Gift Nail Spa III,Inc. from August 19, 2015
c. At Angel Gift Nail Spa IIIINC. from November 2, 2018
75. The Second Location has been managed under three successive corporations as follows:
a. Angel Gift Nail Spa II Inc. from October 9, 2013
b. Angel Gift Nail Spa IV Inc. from September 27, 2016
c. At Angel Gift Nail Spa II Inc.from November 2, 2018
76. The Third Location has been managed under two successive corporations as follows:
a. Angel City Nail Spa Inc from October 29, 2015
b. At Angel City Nail Spa Inc from November 2, 2018
Second Location
77. After two years of success in the First Location, Mr. Guan suggested to Mrs. Chen that it
was time to search and open a second location.
78. On or about October 2013, Mr. Guan searched for an ideal second location, and found
3rd
7810 Avenue, Brooklyn, NY 11209 (the "Second Location").
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79. As with the First Location, Mr. Guan and Mrs. Chen again entered into a lease with the
landlord for the Second Location in their individual capacities.
80. On October 9, 2013, Mr. Guan and Mrs. Chen formed their second corporation, Angel
Gift Nail Spa H Inc.,with the understanding that Mr. Guan and Mrs. Chen would
continue to be equal shareholders.
81. Mr. Guan renovated the Second Location and selected the nail salon décor, equipment,
and supplies that was purchased with funds from their partnership's initial investment.
82. Mr. Guan and Mrs. Chen agreed that Mr. Guan would personally manage the Second
Location since itwas new, and Mrs. Chen would manage the First Location that was
already established.
83. Mr. Guan and Mrs. Chen further agreed on a new payment arrangement wherein they
would each start paying each other a salary of $3,000 a month for the First Location.
They also agreed that the Net profits from both the FirstLocation and Second Location
would stillbe saved to further expand their business.
84. To be best of Mr. Guan's recollection, the gross income at the Second Location ranges
from $20,000 to $50,000 per month, the highest range being during the summer months.
The rent is on or about $5000 per month. The total salaries paid to employees amount to
an average of on or about $8,000 to 11,000 per month. The alleged salaries that were
supposed to be paid to Mr. Guan and Mrs. Chen was a combined total of $4000 per
month. The utilitiesand supplies amounted to an average of on or about $2600 per
month. Net proceeds every month on average range from on or about $0 toon or about
$28,500.00.
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85. As stated herein above, the Second Location would be operating under two subsequent
corporations: Angel Gift Nail Spa IV Inc. from September 27, 2016; At Angel Gift Nail
Spa II Inc. from November 2, 2018.
Third Location
86. On or about October 2015, Mr. Guan and Mrs. Chen decided that they were ready to
expand and open a third nail salon location.
3"i
87. This time Mrs. Chen found the third location located at 8905 Avenue, Brooklyn, NY
11209 (the "Third Location").
88. Mr. Guan and Mrs. Chen drove together to sign the lease for the Third Location as had
been the custom between them.
89. To Mr. Guan's surprise, the landlord presented a lease that only required Mrs. Chen to
sign. When Mr. Guan asked Mrs. Chen why he was not required to sign, Mrs. Chen
misrepresented to Mr. Guan that he was going to come back to sign the following week.
Mr. Guan's English was poor; hence, he was not able to communicate with the landlord
at that time to confirm ifwhat Mrs. Chen had said was true. Thereafter, Mr. Guan asked
Mrs. Chen on multiple occasions when the landlord was going to call them for him to
sign the lease; but Mrs. Chen kept telling Mr. Guan to wait. To thisday, Mr. Guan was
never afforded the opportunity to sign the lease.
90. After executing the lease, Mr. Guan and Mrs. Chen formed Angel City Nail Spa Inc on
October 29, 2015.
91. In retrospect, Mr. Guan now realizes that Mrs. Chen was in process of executing her plan
to gradually exclude Mr. Guan from the Second and Third locations with the assistance
of Defendant Tao Lin and Defendant Jianping Dai as further explained hereunder.
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92. Notwithstanding the lease incident, Mr. Guan found and hired a Korean designer for the
Third Location.
93. After opening the Third Location, Mr. Guan and Mrs. Chen agreed to raise their salary
from the First Location to $5500 per month.
94. At first,Mr. Guan managed the Third Location for 5 months since itwas new. During
this Mrs. Chen continued to manage the First Location. Mrs. Chen had her ex-
time,
husband, Defendant Jianping Dai, help manage the Second Location.
95. After 5 months of opening the Third Location, Mr. Guan and Mrs. Chen agreed that Mr.
Guan would go back to managing the First Location, Mrs. Chen would manage the Third
Location, and Defendant Jianping Dai would manage the Second Location.
96. To the b
Preview
FILED: KINGS COUNTY CLERK 04/25/2022 02:16 PM INDEX NO. 506569/2022 NYSCEF DOC. NO. 50 RECEIVED NYSCEF: 04/25/2022 Exhibit “A” FILED: KINGS COUNTY CLERK 03/07/2022 04/25/2022 03:10 02:16 PM INDEX NO. 506569/2022 NYSCEF DOC. NO. 4 50 RECEIVED NYSCEF: 03/07/2022 04/25/2022 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF KINGS Index No.: 506569/2022 _______________________________________________________________________Ç Jun Yan Guan, Individually and Derivatively on Behalf of Angel Gift Nail Spa Inc.,Angel Gift Nail Spa II Inc., Angel Gift Nail Spa IIIInc., Angel Gift Nail Spa IV Inc., At Angel Gift Nail Spa II Inc., At Angel Gift Nail Spa III Inc. Angel City Nail Spa, Inc.,At Angel City Nail Spa, Inc. AMENDED Plaintiffs, VERIFIED COMPLAINT -against- Hua Chen a/k/a Susan Hua Chen; Tao Lin; Jianping Dai; Angel Gift Nail Spa Inc.; Angel Gift Nail Spa II Inc.; Angel Gift Nail Spa III Inc.; Angel Gift Nail Spa IV Inc.; At Angel Gift Nail Spa II Inc.; At Angel Gift Nail Spa III Inc.; Angel City Nail Spa, Inc.; At Angel City Nail Spa, Inc., Vincent Huang; Vincent Huang CPA P.C. Royal Business Bank; Metro City Bank; Defendants. _______________________________________________________________________Ç Plaintiff, Jun Yan Guan, Individually and Derivatively on Behalf of Angel Gift Nail Spa Inc., Angel Gift Nail Spa II Inc., Angel Gift Nail Spa IIIInc., Angel Gift Nail Spa IV Inc., At Angel Gift Nail Spa II Inc., At Angel Gift Nail Spa HI Inc., Angel City Nail Spa, Inc. & At Angel City Nail Spa, Inc. by their attorneys, THE TAPIA LAW FIRM, PLLC, as and for their Complaint against Defendants Hua Chen a/k/a Susan Hua Chen, Tao Lin, Jianping Dai, Angel Gift Nail Spa Inc., Angel Gift Nail Spa U Inc., Angel Gift Nail Spa ( Inc., Angel Gift Nail Spa IV Inc., At Angel Gift Nail Spa II Inc.,At Angel Gift Nail Spa IIIInc., Angel City Nail Spa, Inc., At Angel City Nail Spa, Inc., Vincent Huang, Vincent Huang CPA P.C., Royal Business Bank, and Metro City Bank, alleges as follows: PARTIES 1. The Plaintiff, Jun Yan Guan, is an individual with a principal place of business in the 5th County of Kings, State of New York, at 8409 Avenue, Brooklyn, NY 11209. 1 of 58 FILED: KINGS COUNTY CLERK 03/07/2022 04/25/2022 03:10 02:16 PM INDEX NO. 506569/2022 NYSCEF DOC. NO. 4 50 RECEIVED NYSCEF: 03/07/2022 04/25/2022 2. The Plaintiff, Angel Gift Nail Spa Inc.,is a New York Corporation duly organized pursuant to the laws of the State of New York, formed on January 19, 2011, with a 5th principal place of business in the County of Kings, State of New York, at 8409 Avenue, Brooklyn, NY 11209. 3. The Plaintiff, Angel Gift Nail Spa II Inc., is a New York Corporation duly organized pursuant to the laws of the State of New York, formed on October 9, 2013, with a 3rd principal place of business in the County of Kings, State of New York, at 7810 Avenue, Brooklyn, NY 11209. 4. The Plaintiff, Angel Gift Nail Spa III Inc., is a New York Corporation duly organized pursuant to the laws of the State of New York, formed on August 19, 2015, with a 5th principal place of business in the County of Kings, State of New York, at 8409 Avenue, Brooklyn, NY 11209. 5. The Plaintiff, Angel Gift Nail Spa IV Inc., is a New York Corporation duly organized pursuant to the laws of the State of New York, formed on September 27, 2016, with a principal place of business in the County of Kings, State of New York, at 7810 3rd Avenue, Brooklyn, NY 11209. 6. The Plaintiff, At Angel Gift Nail Spa II Inc , isa New York Corporation duly organized pursuant to the laws of the State of New York, formed on November 2, 2018, with a principal place of business in the County of Kings, State of New York, at 7810 3rd Avenue, Brooklyn, NY 11209. 7. The Plaintiff, At Angel Gift Nail Spa IIIInc., is a New York Corporation duly organized pursuant to the laws of the State of New York, formed on November 2, 2018, with a 2 of 58 FILED: KINGS COUNTY CLERK 03/07/2022 04/25/2022 03:10 02:16 PM INDEX NO. 506569/2022 NYSCEF DOC. NO. 4 50 RECEIVED NYSCEF: 03/07/2022 04/25/2022 5th principal place of business in the County of Kings, State of New York, at 8409 Avenue, Brooklyn, NY 11209. 8. The Plaintiff, Angel City Nail Spa Inc., is a New York Corporation duly organized pursuant to the laws of the State of New York, formed on October 29, 2015, with a 3rd principal place of business in the County of Kings, State of New York, at 8905 Avenue, Brooklyn, NY 11209. 9. The Plaintiff, At Angel City Nail Spa Inc., is a New York Corporation duly organized pursuant to the laws of the State of New York, formed on November 2, 2018, with a 3rd principal place of business in the County of Brooklyn, State of New York, at 8905 Avenue, Brooklyn, NY 11209. 10. Defendant, Hua Chen a/k/a Susan Hua Chen, is an individual residing in the County of 2nd Kings, State of New York, at 1948 85th Street, Floor, Kings, NY 11214. 11. Defendant, Tao Lin, is an individual residing in the County of Kings, State of New York, 85th 2nd at 1948 Street, FlOOr, Kings, NY 11214. 12. Defendant, Jianping Dai, is an individual residing in the County of Kings, State of New 85th York, at 1948 Street, Basement Apt., Kings, NY 11214. 13. Defendant, Angel Gift Nail Spa Inc., is a New York Corporation duly organized pursuant to the laws of the State of New York, formed on January 19, 2011, with a principal place 5th of business in the County of Kings, State of New York, at 8409 Avenue, Brooklyn, NY 11209. 14. Defendant, Angel Gift Nail Spa II Inc., is a New York Corporation duly organized pursuant to the laws of the State of New York, formed on October 9, 2013, with a 3 of 58 FILED: KINGS COUNTY CLERK 03/07/2022 04/25/2022 03:10 02:16 PM INDEX NO. 506569/2022 NYSCEF DOC. NO. 4 50 RECEIVED NYSCEF: 03/07/2022 04/25/2022 3rd principal place of business in the County of Kings, State of New York, at 7810 Avenue, Brooklyn, NY 11209. 15. Defendant, Angel Gift Nail Spa ( Inc.,is a New York Corporation duly organized pursuant to the laws of the State of New York, formed on August 19, 2015, with a 5th principal place of business in the County of Kings, State of New York, at 8409 Avenue, Brooklyn, NY 11209. 16. Defendant, Angel Gift Nail Spa IV Inc.,is a New York Corporation duly organized pursuant to the laws of the State of New York, formed on September 27, 2016, with a 3rd principal place of business in the County of Kings, State of New York, at 7810 Ave, Brooklyn, NY 11209. 17. Defendant, At Angel Gia Nail Spa II Inc , isa New York Corporation duly organized pursuant to the laws of the State of New York, formed on November 2, 2018, with a 3rd principal place of business in the County of Kings, State of New York, at 7810 Avenue, Brooklyn, NY 11209. 18. Defendant, At Angel Gia Nail Spa m Inc., is a New York Corporation duly organized pursuant to the laws of the State of New York, formed on November 2, 2018, with a 5th principal place of business in the County of Kings, State of New York, at 8409 Avenue, Brooklyn, NY 11209. 19. Defendant, Angel City Nail Spa Inc., is a New York Corporation duly organized pursuant to the laws of the State of New York, formed on July 12, 2019, with a principal place of 3rd business in the County of Kings, State of New York, at 8905 Avenue, Brooklyn, NY 11209. 4 of 58 FILED: KINGS COUNTY CLERK 03/07/2022 04/25/2022 03:10 02:16 PM INDEX NO. 506569/2022 NYSCEF DOC. NO. 4 50 RECEIVED NYSCEF: 03/07/2022 04/25/2022 20. Defendant, At Angel City Nail Spa Inc., is a New York Corporation duly organized pursuant to the laws of the State of New York, formed on November 2, 2018, with a 3rd principal place of business in the County of Brooklyn, State of New York, at 8905 Avenue, Brooklyn, NY 11209. 58th 21. Defendant, Vincent Huang, is an individual with a principal place of business at 758 Street, Suite B5, Brooklyn, NY 11220. 22. Defendant, Vincent Huang CPA P.C., is a Professional Corporation presumed to be duly organized pursuant to the laws of the State of New York, formed on August 11, 2020, 58th with a principal place of business in the county of Kings, State of New York, at 758 Street, Suite B5, Brooklyn, NY 11220. 23. Royal Business Bank, is a Califomia Corporation authorized to do business in the state of New York, with an address at 1055 Wilshire Blvd., Suite 1200, Los Angeles, CA 90017, brought into this action for the sole reason that itacquired First American International Bank, which issued Defendant Hua Chen the mortgage secured by the subject property 85th located at 1948 Street, Brooklyn, NY 11214. 24. Metro City Bank, is a Georgie Corporation authorized to do business in the state of New York, with an address at 5114 Buford Highway NE, Doraville, GA 30340, brought into this action for the sole reason that itissued Defendant Hua Chen a second mortgage 85th secured by the subject property located at 1948 Street, Brooklyn, NY 11214. JURISDICTION AND VENUE 25. This Court has jurisdiction over the Defendants by virtue of CPLR § 301. 26. Venue is in the County of Kings because itis the principal place of business of the Plaintiff(s) and Defendants. 5 of 58 FILED: KINGS COUNTY CLERK 03/07/2022 04/25/2022 03:10 02:16 PM INDEX NO. 506569/2022 NYSCEF DOC. NO. 4 50 RECEIVED NYSCEF: 03/07/2022 04/25/2022 27. This is an action against Defendant Hua Chen a/k/a Susan Hua Chen, as an individual and as an Officer/Director of the Defendant Corporations. The causes of action arising from Plaintiff(s) Complaint are in the nature of Piercing the Corporate Veil, Breach of Fiduciary Duty, Breach of Contract, Tortious Interference with Contract, Money Had and Received, Unjust Enrichment, Fraud and Deceit, Conversion, Accounting of the books and records and all relevant information contained therein of the Defendant Corporations, Constructive Trust, Injunctive Relief, Trespass To Personal Chattels, Assault, Battery, Intentional Infliction of Emotional Distress, Usurpation of Corporation Opportunities, Defamation-Slander. 28. This is also an action against Defendant Tao Lin for Conversion, Unjust Enrichment, and Aiding and Abetting Tortious Conduct, and Injunctive Relief. 29. This is also an action against Defendant Jiaping Dai for Conversion, Unjust Enrichment, Aiding and Abetting a Tortious Conduct, and Injunctive Relief. 30. This is also an action against Defendant Corporations for Breach of Contract, an Accounting, Unjust Enrichment, Employer Improperly Handling Employee Wages, Employer Liability For Employee Acts, and Employer Retaliation Against Employee. 31. Lastly, this is also an action against Defendant Vincent Huang, individually and as an agent of Vincent Huang CPA P.C. for Breach of Fiduciary Duty and Professional/Accountant Malpractice. 6 of 58 FILED: KINGS COUNTY CLERK 03/07/2022 04/25/2022 03:10 02:16 PM INDEX NO. 506569/2022 NYSCEF DOC. NO. 4 50 RECEIVED NYSCEF: 03/07/2022 04/25/2022 BACK GROUND Partnership Formed 32. On or about 1999, the individual Plaintiff, Jun Yan Guan (hereinafter, "Mr. Guan"), immigrated from China to the United States with the hopes of achieving the American dream of owning his own business. 33. Mr. Guan knew that he needed to learn a trade in order to survive in thiscountry; hence, he made friends with other Chinese immigrants, whom taught him how to perform nail services. 34. Mr. Guan quickly learned the trade of a nail specialist, and in the process discovered his talent of creating special and unique nail designs that few others were capable of replicating. 35. Itwas not long before Mr. Guan was sought after for his skill,and did very well for himself on tips alone. 36. On or about 2005, Mr. Guan had finally saved enough money to achieve his dream of opening his own nail salon business. 37. On or about 2006, Mr. Guan firstmet the Defendant, Hua Chen a/k/a Susan Hua Chen (hereinailer, "Mrs. Chen"), whom scouted Mr. Guan for his nail design talent. 38. Mrs. Chen had heard of Mr. Guan's talent from her cousin-in-law, whom is also Mr. Guan's current spouse. 39. Mrs. Chen financially induced Mr. Guan to close his nail salon and to begin working at her nail salon instead, as she wanted him to provide his special nail designs exclusively to her clients. 40. Mrs. Chen at the time had her own nail salon at Myrtle Avenue in Brooklyn, New York. 7 of 58 FILED: KINGS COUNTY CLERK 03/07/2022 04/25/2022 03:10 02:16 PM INDEX NO. 506569/2022 NYSCEF DOC. NO. 4 50 RECEIVED NYSCEF: 03/07/2022 04/25/2022 41. Due to their common work ethic and family connection, Mr. Guan and Mrs. Chen had a good working relationship while Mr. Guan was under Mrs. Chen's employment. 42. On or about 2009, the economy was stillin a recession, and Mrs. Chen had to subsequently sell her business to cut her losses. 43. Mrs. Chen initially was trying to sell her business for $80,000, but Mr. Guan helped Mrs. Chen find a suitable purchaser and negotiated for her a selling price of $160,000. 44. After Mrs. Chen sold her business, she moved to Tennessee because her husband had opened a restaurant there. 45. Mr. Guan started working for another nail salon in an affluent area located at Port Jefferson, New York; and itis there where he learned how to decorate and display a nail salon, where to buy quality equipment and supplies, and how to provide a luxury experience to customers. 46. Mr. Guan in due time desired to reopen his nail salon business, with the intent of implementing what he experienced and learned while working at the Port Jefferson location. 47. Mr. Guan searched for the ideal location for his nail salon, and found the location at 8409 5th Avenue, Brooklyn, NY 11209 (the "First Location"), which was conveniently located close to where he lived at that time. 48. Mr. Guan negotiated favorable rental terms with the prospective landlord, but prior to committing to the location, Mr. Guan needed more funds to successfully open the nail salon in the manner that he was envisioning it. 8 of 58 FILED: KINGS COUNTY CLERK 03/07/2022 04/25/2022 03:10 02:16 PM INDEX NO. 506569/2022 NYSCEF DOC. NO. 4 50 RECEIVED NYSCEF: 03/07/2022 04/25/2022 49. Mr. Guan, knowing how well he worked with Mrs. Chen, contacted her to inquire ifshe 5th would be willing to become an equal partner with him at opening a nail salon at 8409 Avenue, Brooklyn, NY 11209. 50. Mr. Guan and Mrs. Chen verbally discussed what the terms of their partnership would be and the money that itwould entail to startthis venture. 51. Mr. Guan and Mrs. Chen ultimately agreed to form the partnership, and that each would need to invest $70,000 into the business in order to bring Mr. Guan's vision to fruition. 52. At the aforementioned time, Mr. Guan only had $30,000 to invest, but borrowed $20,000 from an acquaintance of Mrs. Chen, for a total contribution of $50,000. 53. Mrs. Chen did not need to borrow money because she had the $70,000 readily available to invest. 54. Since Mrs. Chen was investing $70,000 and Mr. Guan was only able to invest $50,000, they both agreed that Mr. Guan would make up for the $20,000 difference from his share of the profits until the balance was covered. Mr. Guan and Mrs. Chen agreed that from the business proceeds, they would each start with a monthly salary of $2000, and any net proceeds after expenses and salaries would be saved to further expand their business. First Location 55. On or about January 15, 2011, Mr. Guan and Mrs. Chen entered into a lease for the First Location with the landlord in their individual capacities. Mr. Guan had negotiated the rent at on or about $3500 per month with only a 3% rent increase every year for 10 years. 56. After executing the lease, Mr. Guan suggested to Mrs. Chen that they should open a corporation. Mr. Guan suggested the name: Angel Gift Nail Spa Inc. 9 of 58 FILED: KINGS COUNTY CLERK 03/07/2022 04/25/2022 03:10 02:16 PM INDEX NO. 506569/2022 NYSCEF DOC. NO. 4 50 RECEIVED NYSCEF: 03/07/2022 04/25/2022 57. Mrs. Chen opened an electric utility account in said Corporation's name, placing herself as the guarantor claiming that she had better credit and could get a better rate. 58. Mrs. Chen also opened the cable and internet account in said Corporation's name, placing herself as the guarantor claiming that she had better credit and could get a better rate. 59. Mrs. Chen also opened a phone account in said Corporation's name, placing herself as the guarantor claiming that she had better credit and could get a better rate. 60. Mr. Guan renovated the premises and selected the nail salon décor, equipment, and supplies which were allpurchased with their initialinvestment funds. 61. Prior to opening the First Location, Mr. Guan placed an ad in the newspaper seeking nail specialists to employ, which he would ultimately interviewed and hired four of them. 62. The First Location was so successful, that Mr. Guan hired ten more nail specialists shortly after opening. 63. To best of Mr. Guan's knowledge, the current gross income at the First Location alone ranges from $38,000 to $70,000 per month, the highest range being during the summer months. The rent through time has gone from on or about $3500 to on or about $5135 per month. The total salaries paid to employees amount to an average of on or about $18,000 per month. The salaries paid to Mr. Guan and Mrs. Chen went from a combined total of $4000 per month to allegedly $11,000 per month. The utilities and supplies amount to on or about $3000 per month. Hence, Net proceeds every month on average ranged from $0 to $32,865.00. Meeting Accountant Vincent Huang 64. After signing the lease for the First Location, Mr. Guan recommended to Mrs. Chen that they utilize the professional services of a certified public accountant; and subsequently 10 of 58 FILED: KINGS COUNTY CLERK 03/07/2022 04/25/2022 03:10 02:16 PM INDEX NO. 506569/2022 NYSCEF DOC. NO. 4 50 RECEIVED NYSCEF: 03/07/2022 04/25/2022 met with a "Mr. Liang", whom he had used for most of his prior personal accounting and tax preparation. 65. Mr. Liang helped Mr. Guan and Mrs. Chen open their first corporation: Angel Gift Nail Spa Inc., and during the process Mr. Liang introduced them to his partner Defendant Vincent Huang (hereinafter, "CPA Huang"). 66. Eventually Mr. Liang and CPA Huang ceased being partners because Mr. Liang was going to open an office in Flushing, Queens. Mr. Guan and Mrs. Chen continued to use CPA Huang because he remained in Brooklyn. 67. CPA Huang would later help Mr. Guan and Mrs. Chen form their subsequent Corporations: Angel Gift Nail Spa II,Inc., Angel Gift Nail Spa III,Inc., Angel Gift Nail Spa IV Inc., At Angel Gift Nail Spa II Inc., At Angel Gift Nail Spa III Inc., Angel City Nail Spa, Inc.,and At Angel City Nail Spa Inc. 68. Recently, CPA Huang has provided his services to Mr. Guan and Mrs. Chen, by and through Defendant Vincent Huang CPA P.C., a certified public accountant professional corporation. 69. From the inception, Mr. Guan and Mrs. Chen made itclear to CPA Huang that Mr. Guan and Mrs. Chen were equal partners, and as such would hold equal amount of shares in Angel Gift Nail Spa, Inc. and allfuture corporations formed under their partnership. 70. Once their firstcorporation, Angel Gift Nail Spa Inc., was formed on January 19, 2011, Mr. Guan and Mrs. Chen opened a corporate bank account at JPMorgan Chase, N.A. 71. Mr. Guan and Mrs. Chen instructed the bank representative to reflect in the account's records that they were equal owners of the Corporation, and at the time of opening the account they were both asked to sign bank related documents. 11 of 58 FILED: KINGS COUNTY CLERK 03/07/2022 04/25/2022 03:10 02:16 PM INDEX NO. 506569/2022 NYSCEF DOC. NO. 4 50 RECEIVED NYSCEF: 03/07/2022 04/25/2022 72. Later, Mrs. Chen would go on to open other bank accounts each time they formed a new corporation. Mr. Guan did not participate in opening those other accounts because at that time they were on good terms, and he never imagined that he would have business disputes with Mrs. Chen in the future. 73. CPA Huang would repeatedly advise Mr. Guan and Mrs. Chen that they should open a new corporation every two years for each location in order to be eligible to claim certain business losses that new businesses are eligible for and to minimize the risk of audits. 74. The First Location has been managed under three successive corporations as follows: a. Angel Gift Nail Spa, Inc. from January 19, 2011 b. Angel Gift Nail Spa III,Inc. from August 19, 2015 c. At Angel Gift Nail Spa IIIINC. from November 2, 2018 75. The Second Location has been managed under three successive corporations as follows: a. Angel Gift Nail Spa II Inc. from October 9, 2013 b. Angel Gift Nail Spa IV Inc. from September 27, 2016 c. At Angel Gift Nail Spa II Inc.from November 2, 2018 76. The Third Location has been managed under two successive corporations as follows: a. Angel City Nail Spa Inc from October 29, 2015 b. At Angel City Nail Spa Inc from November 2, 2018 Second Location 77. After two years of success in the First Location, Mr. Guan suggested to Mrs. Chen that it was time to search and open a second location. 78. On or about October 2013, Mr. Guan searched for an ideal second location, and found 3rd 7810 Avenue, Brooklyn, NY 11209 (the "Second Location"). 12 of 58 FILED: KINGS COUNTY CLERK 03/07/2022 04/25/2022 03:10 02:16 PM INDEX NO. 506569/2022 NYSCEF DOC. NO. 4 50 RECEIVED NYSCEF: 03/07/2022 04/25/2022 79. As with the First Location, Mr. Guan and Mrs. Chen again entered into a lease with the landlord for the Second Location in their individual capacities. 80. On October 9, 2013, Mr. Guan and Mrs. Chen formed their second corporation, Angel Gift Nail Spa H Inc.,with the understanding that Mr. Guan and Mrs. Chen would continue to be equal shareholders. 81. Mr. Guan renovated the Second Location and selected the nail salon décor, equipment, and supplies that was purchased with funds from their partnership's initial investment. 82. Mr. Guan and Mrs. Chen agreed that Mr. Guan would personally manage the Second Location since itwas new, and Mrs. Chen would manage the First Location that was already established. 83. Mr. Guan and Mrs. Chen further agreed on a new payment arrangement wherein they would each start paying each other a salary of $3,000 a month for the First Location. They also agreed that the Net profits from both the FirstLocation and Second Location would stillbe saved to further expand their business. 84. To be best of Mr. Guan's recollection, the gross income at the Second Location ranges from $20,000 to $50,000 per month, the highest range being during the summer months. The rent is on or about $5000 per month. The total salaries paid to employees amount to an average of on or about $8,000 to 11,000 per month. The alleged salaries that were supposed to be paid to Mr. Guan and Mrs. Chen was a combined total of $4000 per month. The utilitiesand supplies amounted to an average of on or about $2600 per month. Net proceeds every month on average range from on or about $0 toon or about $28,500.00. 13 of 58 FILED: KINGS COUNTY CLERK 03/07/2022 04/25/2022 03:10 02:16 PM INDEX NO. 506569/2022 NYSCEF DOC. NO. 4 50 RECEIVED NYSCEF: 03/07/2022 04/25/2022 85. As stated herein above, the Second Location would be operating under two subsequent corporations: Angel Gift Nail Spa IV Inc. from September 27, 2016; At Angel Gift Nail Spa II Inc. from November 2, 2018. Third Location 86. On or about October 2015, Mr. Guan and Mrs. Chen decided that they were ready to expand and open a third nail salon location. 3"i 87. This time Mrs. Chen found the third location located at 8905 Avenue, Brooklyn, NY 11209 (the "Third Location"). 88. Mr. Guan and Mrs. Chen drove together to sign the lease for the Third Location as had been the custom between them. 89. To Mr. Guan's surprise, the landlord presented a lease that only required Mrs. Chen to sign. When Mr. Guan asked Mrs. Chen why he was not required to sign, Mrs. Chen misrepresented to Mr. Guan that he was going to come back to sign the following week. Mr. Guan's English was poor; hence, he was not able to communicate with the landlord at that time to confirm ifwhat Mrs. Chen had said was true. Thereafter, Mr. Guan asked Mrs. Chen on multiple occasions when the landlord was going to call them for him to sign the lease; but Mrs. Chen kept telling Mr. Guan to wait. To thisday, Mr. Guan was never afforded the opportunity to sign the lease. 90. After executing the lease, Mr. Guan and Mrs. Chen formed Angel City Nail Spa Inc on October 29, 2015. 91. In retrospect, Mr. Guan now realizes that Mrs. Chen was in process of executing her plan to gradually exclude Mr. Guan from the Second and Third locations with the assistance of Defendant Tao Lin and Defendant Jianping Dai as further explained hereunder. 14 of 58 FILED: KINGS COUNTY CLERK 03/07/2022 04/25/2022 03:10 02:16 PM INDEX NO. 506569/2022 NYSCEF DOC. NO. 4 50 RECEIVED NYSCEF: 03/07/2022 04/25/2022 92. Notwithstanding the lease incident, Mr. Guan found and hired a Korean designer for the Third Location. 93. After opening the Third Location, Mr. Guan and Mrs. Chen agreed to raise their salary from the First Location to $5500 per month. 94. At first,Mr. Guan managed the Third Location for 5 months since itwas new. During this Mrs. Chen continued to manage the First Location. Mrs. Chen had her ex- time, husband, Defendant Jianping Dai, help manage the Second Location. 95. After 5 months of opening the Third Location, Mr. Guan and Mrs. Chen agreed that Mr. Guan would go back to managing the First Location, Mrs. Chen would manage the Third Location, and Defendant Jianping Dai would manage the Second Location. 96. To the b