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ROSEANN TORRES, SBN 206050
TORRES LAW GROUP
300 Frank H Ogawa Plaza #203 ELECTRONICALLY
Oakland, CA 94612 FILED
Tel 510.835.2484 Superior Court of California,
Fax 510.835.2381 County of San Francisco
11/28/2018
Attorney for Plaintiff Clerk of the Court
Emilia Sanchez SY RATE oa ee
jeputy Clerk
SUPERIOR COURT OF THE STATE OF CALIFORNIA
IN AND FOR THE COUNTY SAN FRANCISCO
UNLIMITED JURISDICTION
EMILIA SANCHEZ, Case No.: CGC-18-569861
FIRST AMENDED COMPLAINT
Plaintiffs,
(1) Breach of Contract written
vs. (2) Breach of Contract Oral
(3) Fraud
(4) Breach of the Implied
Covenant of Good Faith and
Fair Dealing
(5) Promissory Estoppel
NIMER MASSIS; NAAJ INC., a California
Corporation, and DOES 2 through 10,
inclusive,
Defendants. AMENDMENT TO NAME DOE 1
Plaintiff Emilia Sanchez alleges as follows:
THE PARTIES
1. Plaintiff Emilia Sanchez is an individual residing in the City and County of San
Francisco, State of California.
2. Plaintiff is informed and believes and, thereon alleges, at all times material herein,
Defendant Namir Massis is an individual residing in the City of Hillsborough and County of San
Mateo, State of California.
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3. Upon the filing of the complaint, the plaintiff being ignorant of the true names of
the following defendants and having designated the defendants in the complaint by fictitious
names, hereby identifies them by their true names as follows: Doe 1: Defendant NAAJ Inc.
4. Defendant NAAJ INC. is a corporation, organized and existing under California
Law with its principle place of business 1862 Divisadero Street, San Francisco, CA 94115.
5. Plaintiff does not know the true names, capacities, or basis for liability of
defendants sued as Doe 2 through Doe 10. Each fictitiously named defendant is in some manner
liable to plaintiff or claims some right, title, or interest in the subject property, or both.
6. Each of the Defendants named herein are believed to and are alleged to have been
acting in concert with, as employee, agent, co-conspirator or member of a joint venture of, each of
the other Defendants, and are therefore alleged to be jointly and severally liable for the claims set
forth herein, except as otherwise alleged.
JURISDICTION AND VENUE
7. Jurisdiction of this court is proper because the cause of action herein arose in San
Francisco, California. The conduct alleged here occurred substantially in the City and county of
San Francisco. The contracts were entered into in the city and County of San Francisco. The
contracts were to be wholly performed in the city and county of San Francisco.
8. This Court has jurisdiction over all Defendants because, upon information and
belief, each Defendant is either a citizen of California, has sufficient minimum contacts in
California, or otherwise intentionally avails itself or him/herself of the California market so as to
render the exercise of jurisdiction over it by the California courts consistent with traditional notions
of fair play and substantial justice.
9. Venue is proper in this Court because the unlawful practices, acts, and omissions
alleged herein took place in San Francisco County, and one or more of the named Defendants
resides, transacts business, or has offices in San Francisco County.
GENERAL ALLEGATIONS
10. On or around March 2017, Defendant Nimer Masis was the owner of a Five Guys
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Restaurant in Morgan hill. Plaintiff visited the restaurant and spoke to him about his restaurant.
Defendant offered hired Plaintiff Emilia Sanchez in a position as a manager for his restaurant.
11. Plaintiff was a successful manager and made a huge impact on the business.
Because of this, Defendant Nimer Massis offered her work at his restaurant in San Francisco. She
made an appointment to see his businesses in San Francisco. From July 2017 to November 2017,
she worked as a manager in El Capitan Taqueria.
12. Around October 2017 Defendant Nimer Massis told Plaintiff Emilia Sanchez that
the taqueria was too much for him to continue with as he was purchasing other restaurants. He
stated that since she did so well manage the restaurant, maybe she would like to purchase the
taqueria.
13. Defendant Nimer Massis suggested that Plaintiff Emilia Sanchez rent out taqueria
for two years, he did a break down on paper of all the profit and losses.
14. On November 1, 2018, the parties entered into a written agreement for sublease of
business premises and all equipment. A true and correct copy of the agreement signed by Plaintiff
and Defendant Massis is attached hereto. (EXHIBIT 1)
15. On November 1, 2018, the parties entered into an oral agreement that Mr. Massis
would complete all necessary tasks to allow Plaintiff Possession and Quiet Enjoyment as per the
written contract, this included repairing health code violations cited by San Francisco Health
Inspectors.
16. The agreement named NAAJ Inc., a California Corporation as the Landlord. NAAJ
is a domestic stock corporation, and Emilia Sanchez and Adalberto Garcia as tenants. The
agreement referred to the purchase as “The lease”.
17. Plaintiff only spoke with Mr. Massis. Plaintiff does not believe there is anyone else
who is associated with NAAJ, Inc. except Mr. Massis. Mr. Massis made all representations and
misrepresentations to Plaintiff personally. Mr. Massis communicated with Plaintiff regarding the
sale of the business and sublease of the premises and equipment through his personal phone via
talk and text and through his work and personal email, mostly personal though.
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18. The lease term will begin on Nov. 1, 2017 and will terminate on Sept 30, 2019, with
rent paid in advance in the amount of Six thousand Five Hundred dollars ($6,500.00) on the first of
each month, starting Nov. 1, 2017. Plus, payment to Landlord for inventory and supplies at Four
thousand ($4,000.00).
19. The agreement stated that Tenant will pay eight thousand ($8,000.00) per month for
use of the equipment and leasehold improvements, but repairs and replacements are to be made by
Tenant at Tenant’s expense. Further, it stated that Tenant is response for all utilities and business
insurance policy, naming Landlord and Master Landlord as addition loss payees and that tenant
will pay Landlord Thirty Thousand Dollars ($30,000.00) Security Deposit.
20. Moreover, Tenant shall provide Landlord copies of all tax flings within three (3)
days of due date of filings, as this Lease is also subject to the Tenants’ being current on such filings
and payments.
21. As part of the terms of oral agreement that was made contemptuously with the
lease, Defendant was to change the name on the ownership application, correct violations cited by
San Francisco Health Inspectors; have a continuous business license to operate the business, El
Capitan Taqueria, and have authority to sublease the property to a new owner.
22. Defendant made assurances that these things would be done in conjunction with the
purchase of the business.
23. Plaintiff paid and initial $30,000 for the ownership of the business; paid some
employee salaries out of her pocket; she applied for a business license; made minor improvements
to bring the business up to code; and made other general improvements to the business (i.e.
Security cameras).
24. Defendant represented that he was in full compliance with all the terms agreed to.
However, the Plaintiff later discovered that the Landlord was not aware that Defendant Nimer
Massis sold the business to Plaintiff even though Mr. Massis sent her several text messages
assuring her that the Landlord was privy to the arrangement and in assent of his subleasing.
25. In September of 2017, Mr. Massis was inspected by the health department. The
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department notified Mr. Masis that the floors needed to be redone as well as several other items.
Mr. Massis was aware that the floors were not compliant and agreed that he would repair them as
part of the agreement to sell the business.
26. Defendant Massis barred Plaintiff from speaking with the health inspectors
regarding the code violations. Furthermore, Defendant barred Plaintiff from speaking with the
landlord regarding the sublease.
27. — Inreliance of the written agreement and the verbal agreement for sale of the
business. Plaintiff obtained a business license and a new bank account.
28. In March 2018, the Health Department conducted another inspection. Plaintiff was
out of town on Vacation and Mr. Massis was present. Because the floors were not repaired, the
health department shut down the business.
29. Plaintiff relied on Mr. Massis assurances that he correct violations cited by San
Francisco Health inspectors as part of the business purchase agreement when she entered into the
agreement and performing all the conditions of the contract, such as paying Mr. Massis all money
due and assuming title of the business accounts.
FIRST CAUSE OF ACTION
Breach of Contract Written
30. Plaintiff Sanchez incorporates by reference and re-alleges as if fully stated herein
the allegations set out in the preceding paragraphs.
31. To make out a cause of action for breach of contract requires a pleading of (a) the
contract; (b) plaintiff's performance or excuse for nonperformance; (c) defendant’s breach; and (d)
damages to plaintiff. It is necessary to specify if the contract is written, oral, or implied by conduct
(C.C.P. § 430.010(g), infra, § 930.)
32. Plaintiff has performed all conditions precedent imposed on her under the contract.
33. Defendants have failed to perform the conditions imposed on them under the
contract causing a breach of the contract.
34. Asa direct and proximate result of Defendants’ breach, Plaintiff has suffered
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compensatory damages in an amount to be proven at trial.
SECOND CAUSE OF ACTION
Breach of Contract Oral
35. Plaintiff Sanchez incorporates by reference and re-alleges as if fully stated herein
the allegations set out in the preceding paragraphs.
36. To make out a cause of action for breach of contract requires a pleading of (a) the
contract; (b) plaintiff's performance or excuse for nonperformance; (c) defendant’s breach; and (d)
damages to plaintiff. It is necessary to specify if the contract is written, oral, or implied by conduct
(C.C.P. § 430.010(g), infra, § 930.)
37. Plaintiff has performed all conditions precedent imposed on her under the contract.
38. Defendants made assurances and terms orally that Plaintiff accepted as part of the
sales agreement. Defendants have failed to perform the conditions imposed on them under the
contract causing a breach of the contract.
39. As a direct and proximate result of Defendants’ breach, Plaintiff has suffered.
compensatory damages in an amount to be proven at trial.
THIRD CAUSE OF ACTION
Fraud
40. Plaintiff Sanchez incorporates by reference and re-alleges as if fully stated herein
the allegations set out in the preceding paragraphs.
41. Defendants’ conduct, as herein alleged, constituted a scheme to defraud Plaintiff.
42. Defendants made the above referenced false representations, concealments, and
non-disclosures with knowledge of the misrepresentations, intending to induce Plaintiff's reliance,
which the unsuspecting Plaintiff justifiably relied upon resulting in Plaintiff's business being shut
down by the San Francisco Health Department, not having permission from the landlord to
sublease the premises, and believing the Defendant would move forward with the change in
ownership application including having a continuous business license to operate the business.
43. Defendants; misrepresentations and omissions of material facts as described above
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were wrongful and harmful to Plaintiff and allowed Defendant to wrongfully use Plaintiff's money.
Defendants’ conduct exposed Plaintiff to the risk of losing money invested with Defendant.
Defendants’ misrepresentations were done with the intent to deceive and/or defraud Plaintiff.
44. Defendant’s actions were committed intentionally, willfully, wantonly and with the
reckless disregard for the rights of Plaintiff.
45. Asaresult of the Defendants’ fraudulent conduct, Plaintiff has suffered
compensatory, general and special damages in an amount to proof. Additionally, the Defendants
acted with malice, fraud and/or oppression and, thus, Complainants is entitled to an award of
punitive damages.
FOURTH CAUSE OF ACTION
Breach of the Implied Covenant of Good Faith and Fair Dealing
46. Plaintiff Sanchez incorporates by reference and re-alleges as if fully stated herein
the allegations set out in the preceding paragraphs.
47. Every contract imposes upon each party a duty of good faith and fair dealing in its
performance and its enforcement. This implied covenant of good faith and fair dealing requires that
no party will do anything that will have the effect of impairing, destroying, or injuring the rights of
the other party to receive the benefits of their agreement. The covenant implies that in all contracts
each party will do all things reasonably contemplated by the terms of the contract to accomplish its
purpose. This covenant protects the benefits of the contract that the parties contemplated when they
entered into the agreement.
48. | The Defendants did not act in good faith and did not deal fairly with Plaintiff in
connection with the agreement they made to sell the subject business.
49. As a result of the Defendants’ breach of this covenant, Plaintiff has suffered special
damages in an amount to be determined at trial.
FIFTH CAUSE OF ACTION
Promissory Estoppel
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50. Plaintiff incorporates by reference and re-alleges as if fully stated herein the
allegations set out in the preceding paragraphs.
51. Plaintiff Sanchez incorporates by reference and re-alleges as if fully stated herein
the allegations set out in the preceding paragraphs
52. Plaintiff made payments to Defendant for purchase of the business. Defendants
accepted the payments.
53. Defendants assured Plaintiff he would change ownership applications for the
business, he would have the authority to sublease the property to a new owner, he would correct
violations cited by San Francisco health Inspectors.
54. Plaintiff relied on the Defendants accepting of the payment and signing a lease
agreement for all business assets.
55. Plaintiff obtained a new business license, paid employee salaries out of pocket,
applied for a business license, made improvements to the premises, and paid for the ownership of
the failing business in reliance of defendants promises to correct violations and transfer good title.
56. Promissory estoppel applies whenever a promise that the promissory should
reasonably expect to induce action or forbearance on the part of the promissce does induce such
action or forbearance.
57. Injustice would result if the promise to reinstate were not enforced.
58. Asa proximate result of Defendants breaches, Plaintiff has suffered compensatory
damages in an amount to be proven at trial.
PRAYER FOR RELIEF
Plaintiff demands judgment from Defendants as follows:
1. Plaintiff recover reasonably attorney fees and costs incurred in this action and that
the Court award all other appropriate relief.
2. For compensatory, special, general and punitive damages according to proof against
Defendants.
3. For reasonable cost of suit and such other and further relief as the Court deems
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proper.
Dated this October 29, 2018
Respectfully submitted,
TORRES LAW GROUP
/sf
Roseann Torres
Attorney for Plaintiff
Emilia Sanchez
Amended Complaint for Damages
TORRES LAW GROUPEXHIBIT 1
EXHIBIT |Restaurant Lease
(This is a legal agreement and all parties are to review with their attorney before signing.)
This Lease Agreement ("Lease") is dated Nov. 1 2017, by and between NAAJ Inc a California
corporation ("Landlord"), and Emilia Sanchez and Adalberto Garcia ("Tenants" and
“Tenant”) jointly and well as individually. The parties agree as follows:
RESTAURANT. Landlord, in consideration of the lease payments provided in this Lease,
leases to Tenant, the premises located at 1198 Folsom Street, San Francisco, California
(“’Premises” and the “Restaurant”).
TERM. The lease term will begin on Nov. 1, 2017 and will terminate on Sept 30, 2019, with
rent paid in advance in the amount of Six thousand Five Hundred dollars ($6,500.00) on the
first of each month, starting Nov. 1, 2017.
Plus payment to Landlord for inventory and supplies at Four thousand ($4,000.00).
Tenant will pay eight thousand ($8,000.00) per month for use of the equipment and
leasehold improvements, but repairs and replacements are to be made by Tenant at
Tenant's expense.
Tenant is response for all utilities and business insurance policy, naming Landlord and
Master Landlord as addition loss payees.
Tenant will pay Landlord Thirty Thousand Dollars ($30,000.00) Security Deposit.
Tenant shall provide Landlord copies of all tax flings within three (3) days of due date of
filings, as this Lease is also subject to the Tenants’ being current on such filings and
payments.
LEASE PAYMENTS. Tenant shall pay to Landlord monthly installments as provided above,
payable in advance on the first day of each month, for a total lease monthly payment of
One Hundred Fifty Nine Thousand Five Hundred Dollars ($159,500.00). Lease payments
shall be made to the Landlord at 465 Darrell Road, Hillsborough, CA , which address may be
changed from time to time by the Landlord. First payment of rent and use of equipment
payment is due on Nov. 1, 2017, and each month thereafter,
However, Tenant is to take the Eight Thousand Dollars ($8,000.00) for November 2017
equipment payment usage plus the Four Thousand Dollars ($4,000.00) owed for Inventory
and Supplies, and make twelve (12) payments of One thousand Dollars ( $1,000.00) a week
toward meat vendor invoices that Landlord owes to meat vendor. Tenant resumes
payments to Landlord of the Eight Thousand Dollars ($8,000.00) equipment usage fee
starting Dec. 1, 2017.
POSSESSION. Tenant shall be entitled to possession on the first day of the term of this
Lease, and shall yield possession to Landlord on the last day of the term of this Lease,
unless otherwise agreed by both parties in writing. At the expiration of the term, Tenant
shall remove its goods and effects and peaceably yield up the Premises to Landlord in as
good a condition as when delivered to Tenant, ordinary wear and tear excepted. Allequipment remains the ownership of Landlord. Tenant is to pay the S.F, equipment floor
tax annually.
USE OF RESTAURANT. Tenant may use the Premises only for the purpose of conducting a
Mexican restaurant together with other uses normally and customarily incident to the
operation of such a restaurant. Tenant shall not sell alcoholic beverages (except beer and
wine, if licensed) in the Restaurant without the proper liquor license.
The Restaurant may be used for any other purpose only with the prior written consent of
Landlord, which shall not be unreasonably withheld. Tenant shall notify Landlord of any
anticipated extended absence from the Restaurant not later than the first day of the
extended absence.
The Tenant, Tenant's agents, employees and invitees, shall have the right to use the
common areas and common facilities jointly with Landlord, Landlord's agents and
employees, and other tenants (except such service areas as may be designated by Landlord
for the exclusive use of a particular tenant or tenants) their agents, employees and invitees.
All of such use of any of the common areas and common facilities shall be such as will not
unreasonably obstruct or interfere with the joint use thereof, and shall be in compliance
with all applicable laws, rules and regulations
FURNISHINGS. The following furnishings will be provided:
All existing equipment. Tenant shall return all such items at the end of the lease term in a
condition as good as the condition at the beginning of the lease term, except for such
deterioration that might result from normal use of the furnishings. Tenant is to repair
and replace equipment, as needed, and as determined by Landlord.
QUIET ENJOYMENT. The Landlord covenants that Landlord has lawful title to the above-
described real property and the right to make this lease for the term aforesaid and,
conditioned upon the prompt performance and observance by the Tenant, Tenant's agents
and employees of all of the terms, covenants and conditions hereof required to be
performed or observed by Tenant, Tenant's agents and employees, Tenant shall at all times
during the term of this lease have the peaceable and quiet enjoyment of the Demised
Restaurant.
PROPERTY INSURANCE.
Landlord is providing fire and casualty insurance on the Restaurant, payable to Landlord
upon lost.
COVENANT AGAINST WASTE. Tenant agrees that Tenant will not commit waste in or
upon the Restaurant or any portion thereof. The Tenant shall be responsible for the
ventilation and cleanliness of the demised premises and for keeping the waste sewerage
lines free from grease stoppages. Tenant shall be responsible for the professional removal
of grease to avoid spillage and for grease recycling of shortening.UTILITIES AND SERVICES. Tenant shall be responsible for all utilities and services
incurred in connection with the Restaurant.
TAXES. Taxes attributable to the Restaurant or the use of the Restaurant shall be allocated
as follows:
REAL ESTATE TAXES. N/A
PERSONAL TAXES. Tenant shall pay all personal taxes and any other charges which
may be levied against the Restaurant and which are attributable to Tenant's use of the
Restaurant and equipment, along with all sales and/or use taxes (if any) that may be
due in connection with lease payments.
TERMINATION UPON SALE OF RESTAURANT. Notwithstanding any other provision of
this Lease, Landlord may terminate this lease upon thirty days’ (30) written notice to
Tenant that the Restaurant have been sold, or that the Premises has reverted back to
Owner of the building.
DEFAULTS. Tenant shall be in default of this Lease if Tenant fails to fulfill any lease
obligation or term by which Tenant is bound. Subject to any governing provisions of law to
the contrary, if Tenant fails to cure any financial obligation within three (3) days, or any
other obligation within ten (10) days, after written notice of such default is provided by
Landlord to Tenant, Landlord may take possession of the Restaurant without further notice
(to the extent permitted by law), and without prejudicing Landlord's rights to damages. In
the alternative, Landlord may elect to cure any default and the cost of such action shall be
added to Tenant's financial obligations under this Lease. Tenant shall pay all costs,
damages, and expenses (including reasonable attorney fees and expenses) suffered by
Landlord by reason of Tenant's defaults. All sums of money or charges required to be paid
by Tenant under this Lease shall be additional rent, whether or not such sums or charges
are designated as "additional rent". The rights provided by this paragraph are cumulative
in nature and are in addition to any other rights afforded by law.
Tenant to provide proof of insurance, as well as all other required documents, to avoid
default, within three (3) days of request or due date of filing or payments..
LATE PAYMENTS. For any payment that is not paid within three ( 3) days after its due
date, Tenant shall pay a late fee of Two Hundred Fifty dollars ($250.00).
HOLDOVER. If Tenant maintains possession of the Restaurant for any period after the
termination of this Lease ("Holdover Period"), Tenant shall pay to Landlord lease
payment(s) during the Holdover Period at a rate equal to the most recent rate preceding
the Holdover Period. Such holdover shall constitute a month-to-month extension of this
Lease.
CUMULATIVE RIGHTS. The rights of the parties under this Lease are cumulative, and shall
not be construed as exclusive unless otherwise required by law.NON-SUFFICIENT FUNDS. Tenant shall be charged Fifty Dollars ($50.00) for each check
that is returned to Landlord for lack of sufficient funds, or for any reason.
REMODELING OR STRUCTURAL IMPROVEMENTS. Tenant shall have the obligation to
conduct any construction or remodeling (at Tenant's expense) that may be required to use
the Restaurant as specified above. Tenant may also construct such fixtures on the
Restaurant (at Tenant's expense) that appropriately facilitate its use for such purposes.
Such construction shall be undertaken and such fixtures may be erected only with the prior
written consent of the Landlord which shall not be unreasonably withheld. Tenant shall not
install awnings or advertisements on any part of the Restaurant without Landlord's prior
written consent. At the end of the lease term, Tenant shall be entitled to remove (or at the
request of Landlord shall remove) such fixtures, and shall restore the Restaurant to
substantially the same condition of the Restaurant at the commencement of this Lease.
ACCESS BY LANDLORD TO RESTAURANT. Subject to Tenant's consent (which shall not be
unreasonably withheld), Landlord shall have the right to enter the Restaurant to make
inspections, provide necessary services, or show the unit to prospective buyers,
mortgagees, tenants or workers. However, Landlord does not assume any liability for the
care or supervision of the Restaurant. As provided by law, in the case of an emergency,
Landlord may enter the Restaurant without Tenant's consent. During the last three (3)
months of this Lease, or any extension of this Lease, Landlord shall be allowed to display
the usual "To Let” signs and show the Restaurant to prospective tenants.
INDEMNITY REGARDING USE OF RESTAURANT. To the extent permitted by law, Tenant
agrees to indemnify, hold harmless, and defend Landlord from and against any and all
losses, claims, liabilities, and expenses, including reasonable attorney fees, if any, which
Landlord may suffer or incur in connection with Tenant's possession, use or misuse of the
Restaurant, except Landlord's act or negligence.
DANGEROUS MATERIALS. Tenant shall not keep or have on the Restaurant any article or
thing of a dangerous, flammable, or explosive character that might substantially increase
the danger of fire on the Premises, or that might be considered hazardous by a responsible
insurance company, unless the prior written consent of Landlord is obtained and proof of
adequate insurance protection is provided by Tenant to Landlord.
COMPLIANCE WITH REGULATIONS. Tenant shall promptly comply with all laws,
ordinances, requirements and regulations of the federal, state, county, municipal and other
authorities, and the fire insurance underwriters. However, Tenant shall not by this
provision be required to make alterations to the exterior of the building or alterations of a
structural nature. Tenant will promptly procure, maintain and comply with all permits,
licenses and other authorizations required for the use of the Property as a restaurant and
for the lawful operation, maintenance, and repair of the Property or any part thereof.
Tenant will not do any act or thing which constitutes a public or private nuisance. Landlord
will join, if necessary, in the application for any permit or authorization with respect to any
Legal Requirements. In connection with its use of the Property, Tenant shall comply withall applicable governmental laws, rules and regulations, federal, state and local, including
those relating to environmental matters.
MECHANICS LIENS. Neither the Tenant nor anyone claiming through the Tenant shall have
the right to file mechanics liens or any other kind of lien on the Restaurant and the filing of
this Lease constitutes notice that such liens are invalid. Further, Tenant agrees to (1) give
actual advance notice to any contractors, subcontractors or suppliers of goods, labor, or
services that such liens will not be valid, and (2) take whatever additional steps that are
necessary in order to keep the Restaurant free of all liens resulting from construction done
by or for the Tenant.
ARBITRATION. Any controversy or claim relating to this contract, including the
construction or application of this contract, will be settled by binding arbitration under the
rules of the American Arbitration Association, and any judgment granted by the
arbitrator(s) may be enforced in any court of proper jurisdiction.
SUBORDINATION OF LEASE. This Lease is subordinate to any mortgage that now exists,
or may be given later by Landlord, with respect to the Restaurant.
ASSIGNABILITY/SUBLETTING. Tenant may not assign or sublease any interest in the
Restaurant, nor effect a change in the majority ownership of the Tenant (from the
ownership existing at the inception of this lease), nor assign, mortgage or pledge this Lease,
without the prior written consent of Landlord, which shall not be unreasonably withheld.
GOVERNING LAW. This Lease shall be construed in accordance with the laws of the State
of California.
ENTIRE AGREEMENT /AMENDMENT. This Lease Agreement contains the entire
agreement of the parties and there are no other promises, conditions, understandings or
other agreements, whether oral or written, relating to the subject matter of this Lease. This
Lease may be modified or amended in writing, if the writing is signed by the party
obligated under the amendment.
SEVERABILITY. If any portion of this Lease shall be held to be invalid or unenforceable for
any reason, the remaining provisions shall continue to be valid and enforceable. If a court
finds that any provision of this Lease is invalid or unenforceable, but that by limiting such
provision, it would become valid and enforceable, then such provision shall be deemed to
be written, construed, and enforced as so limited.
WAIVER. The failure of either party to enforce any provisions of this Lease shall not be
construed as a waiver or limitation of that party's right to subsequently enforce and compel
strict compliance with every provision of this Lease.
BINDING EFFECT. The provisions of this Lease shall be binding upon and inure to the
benefit of both parties and their respective legal representatives, successors and assigns.SUBJECT TO MASTER LEASE: Tenant is renting from Landlord, subject to all the provisons
of the Master lease that Landlord signed with the Owner of the building in which the
Restaurant is located in.
RESTAURANT DUITES: Restaurant is to obtain under Tenants’ name their own sales
tax permit, federal and state employer identification numbers if needed, workers’
compensation insurance for employees, San Francisco business license. Tenant shall
hire Landlord’s current restaurant employees, if Tenant is able to reach individual
agreements with the employees, as of Nov 1, 2017.
SIGNATURES AND NOTICE. This Lease shall be signed by the following parties. No notice
under this Lease shall be deemed valid unless given or served in writing and forwarded by
mail, postage prepaid, addressed to the parties below:
LANDLORD:
To Nimer Massis at 465 Darrell Rd, Hillsborough, CA
Manager
TENANTS:
Such addresses may be changed from time to time by either party by providing notice as
set forth above. Notices mailed in accordance with the above provisions shall be deemed
received on the third day after posting.
Each party has been advised to seek the advice and review of this document by
their attorney before signing.
Ihave read, I understand & I agree to follow this legal contract.
Landlord
Tenants
Emilia Sanchez Adalberto Garcia
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Cm N BD oO Fk WN NPN NY NY RY NR RN NB BS BB eB eB Be eB eI A GF FF O8BNH KF SO we N DoH FF WN SB DS ROSEANN TORRES, SBN 206050 TORRES LAW GROUP 300 Frank H Ogawa Plaza #203 ELECTRONICALLY Oakland, CA 94612 FILED Tel 510.835.2484 Superior Court of California, Fax 510.835.2381 County of San Francisco 11/28/2018 Attorney for Plaintiff Clerk of the Court Emilia Sanchez SY RATE oa ee jeputy Clerk SUPERIOR COURT OF THE STATE OF CALIFORNIA IN AND FOR THE COUNTY SAN FRANCISCO UNLIMITED JURISDICTION EMILIA SANCHEZ, Case No.: CGC-18-569861 FIRST AMENDED COMPLAINT Plaintiffs, (1) Breach of Contract written vs. (2) Breach of Contract Oral (3) Fraud (4) Breach of the Implied Covenant of Good Faith and Fair Dealing (5) Promissory Estoppel NIMER MASSIS; NAAJ INC., a California Corporation, and DOES 2 through 10, inclusive, Defendants. AMENDMENT TO NAME DOE 1 Plaintiff Emilia Sanchez alleges as follows: THE PARTIES 1. Plaintiff Emilia Sanchez is an individual residing in the City and County of San Francisco, State of California. 2. Plaintiff is informed and believes and, thereon alleges, at all times material herein, Defendant Namir Massis is an individual residing in the City of Hillsborough and County of San Mateo, State of California. Amended Complaint for Damages TORRES LAW GROUPCm N BD oO Fk WN NPN NY NY RY NR RN NB BS BB eB eB Be eB eI A GF FF O8BNH KF SO we N DoH FF WN SB DS 3. Upon the filing of the complaint, the plaintiff being ignorant of the true names of the following defendants and having designated the defendants in the complaint by fictitious names, hereby identifies them by their true names as follows: Doe 1: Defendant NAAJ Inc. 4. Defendant NAAJ INC. is a corporation, organized and existing under California Law with its principle place of business 1862 Divisadero Street, San Francisco, CA 94115. 5. Plaintiff does not know the true names, capacities, or basis for liability of defendants sued as Doe 2 through Doe 10. Each fictitiously named defendant is in some manner liable to plaintiff or claims some right, title, or interest in the subject property, or both. 6. Each of the Defendants named herein are believed to and are alleged to have been acting in concert with, as employee, agent, co-conspirator or member of a joint venture of, each of the other Defendants, and are therefore alleged to be jointly and severally liable for the claims set forth herein, except as otherwise alleged. JURISDICTION AND VENUE 7. Jurisdiction of this court is proper because the cause of action herein arose in San Francisco, California. The conduct alleged here occurred substantially in the City and county of San Francisco. The contracts were entered into in the city and County of San Francisco. The contracts were to be wholly performed in the city and county of San Francisco. 8. This Court has jurisdiction over all Defendants because, upon information and belief, each Defendant is either a citizen of California, has sufficient minimum contacts in California, or otherwise intentionally avails itself or him/herself of the California market so as to render the exercise of jurisdiction over it by the California courts consistent with traditional notions of fair play and substantial justice. 9. Venue is proper in this Court because the unlawful practices, acts, and omissions alleged herein took place in San Francisco County, and one or more of the named Defendants resides, transacts business, or has offices in San Francisco County. GENERAL ALLEGATIONS 10. On or around March 2017, Defendant Nimer Masis was the owner of a Five Guys Amended Complaint for Damages TORRES LAW GROUP 2Cm N BD oO Fk WN NPN NY NY RY NR RN NB BS BB eB eB Be eB eI A GF FF O8BNH KF SO we N DoH FF WN SB DS Restaurant in Morgan hill. Plaintiff visited the restaurant and spoke to him about his restaurant. Defendant offered hired Plaintiff Emilia Sanchez in a position as a manager for his restaurant. 11. Plaintiff was a successful manager and made a huge impact on the business. Because of this, Defendant Nimer Massis offered her work at his restaurant in San Francisco. She made an appointment to see his businesses in San Francisco. From July 2017 to November 2017, she worked as a manager in El Capitan Taqueria. 12. Around October 2017 Defendant Nimer Massis told Plaintiff Emilia Sanchez that the taqueria was too much for him to continue with as he was purchasing other restaurants. He stated that since she did so well manage the restaurant, maybe she would like to purchase the taqueria. 13. Defendant Nimer Massis suggested that Plaintiff Emilia Sanchez rent out taqueria for two years, he did a break down on paper of all the profit and losses. 14. On November 1, 2018, the parties entered into a written agreement for sublease of business premises and all equipment. A true and correct copy of the agreement signed by Plaintiff and Defendant Massis is attached hereto. (EXHIBIT 1) 15. On November 1, 2018, the parties entered into an oral agreement that Mr. Massis would complete all necessary tasks to allow Plaintiff Possession and Quiet Enjoyment as per the written contract, this included repairing health code violations cited by San Francisco Health Inspectors. 16. The agreement named NAAJ Inc., a California Corporation as the Landlord. NAAJ is a domestic stock corporation, and Emilia Sanchez and Adalberto Garcia as tenants. The agreement referred to the purchase as “The lease”. 17. Plaintiff only spoke with Mr. Massis. Plaintiff does not believe there is anyone else who is associated with NAAJ, Inc. except Mr. Massis. Mr. Massis made all representations and misrepresentations to Plaintiff personally. Mr. Massis communicated with Plaintiff regarding the sale of the business and sublease of the premises and equipment through his personal phone via talk and text and through his work and personal email, mostly personal though. Amended Complaint for Damages TORRES LAW GROUP 3Cm N BD oO Fk WN NPN NY NY RY NR RN NB BS BB eB eB Be eB eI A GF FF O8BNH KF SO we N DoH FF WN SB DS 18. The lease term will begin on Nov. 1, 2017 and will terminate on Sept 30, 2019, with rent paid in advance in the amount of Six thousand Five Hundred dollars ($6,500.00) on the first of each month, starting Nov. 1, 2017. Plus, payment to Landlord for inventory and supplies at Four thousand ($4,000.00). 19. The agreement stated that Tenant will pay eight thousand ($8,000.00) per month for use of the equipment and leasehold improvements, but repairs and replacements are to be made by Tenant at Tenant’s expense. Further, it stated that Tenant is response for all utilities and business insurance policy, naming Landlord and Master Landlord as addition loss payees and that tenant will pay Landlord Thirty Thousand Dollars ($30,000.00) Security Deposit. 20. Moreover, Tenant shall provide Landlord copies of all tax flings within three (3) days of due date of filings, as this Lease is also subject to the Tenants’ being current on such filings and payments. 21. As part of the terms of oral agreement that was made contemptuously with the lease, Defendant was to change the name on the ownership application, correct violations cited by San Francisco Health Inspectors; have a continuous business license to operate the business, El Capitan Taqueria, and have authority to sublease the property to a new owner. 22. Defendant made assurances that these things would be done in conjunction with the purchase of the business. 23. Plaintiff paid and initial $30,000 for the ownership of the business; paid some employee salaries out of her pocket; she applied for a business license; made minor improvements to bring the business up to code; and made other general improvements to the business (i.e. Security cameras). 24. Defendant represented that he was in full compliance with all the terms agreed to. However, the Plaintiff later discovered that the Landlord was not aware that Defendant Nimer Massis sold the business to Plaintiff even though Mr. Massis sent her several text messages assuring her that the Landlord was privy to the arrangement and in assent of his subleasing. 25. In September of 2017, Mr. Massis was inspected by the health department. The Amended Complaint for Damages TORRES LAW GROUP 4Cm N BD oO Fk WN NPN NY NY RY NR RN NB BS BB eB eB Be eB eI A GF FF O8BNH KF SO we N DoH FF WN SB DS department notified Mr. Masis that the floors needed to be redone as well as several other items. Mr. Massis was aware that the floors were not compliant and agreed that he would repair them as part of the agreement to sell the business. 26. Defendant Massis barred Plaintiff from speaking with the health inspectors regarding the code violations. Furthermore, Defendant barred Plaintiff from speaking with the landlord regarding the sublease. 27. — Inreliance of the written agreement and the verbal agreement for sale of the business. Plaintiff obtained a business license and a new bank account. 28. In March 2018, the Health Department conducted another inspection. Plaintiff was out of town on Vacation and Mr. Massis was present. Because the floors were not repaired, the health department shut down the business. 29. Plaintiff relied on Mr. Massis assurances that he correct violations cited by San Francisco Health inspectors as part of the business purchase agreement when she entered into the agreement and performing all the conditions of the contract, such as paying Mr. Massis all money due and assuming title of the business accounts. FIRST CAUSE OF ACTION Breach of Contract Written 30. Plaintiff Sanchez incorporates by reference and re-alleges as if fully stated herein the allegations set out in the preceding paragraphs. 31. To make out a cause of action for breach of contract requires a pleading of (a) the contract; (b) plaintiff's performance or excuse for nonperformance; (c) defendant’s breach; and (d) damages to plaintiff. It is necessary to specify if the contract is written, oral, or implied by conduct (C.C.P. § 430.010(g), infra, § 930.) 32. Plaintiff has performed all conditions precedent imposed on her under the contract. 33. Defendants have failed to perform the conditions imposed on them under the contract causing a breach of the contract. 34. Asa direct and proximate result of Defendants’ breach, Plaintiff has suffered Amended Complaint for Damages TORRES LAW GROUPCm N BD oO Fk WN NPN NY NY RY NR RN NB BS BB eB eB Be eB eI A GF FF O8BNH KF SO we N DoH FF WN SB DS compensatory damages in an amount to be proven at trial. SECOND CAUSE OF ACTION Breach of Contract Oral 35. Plaintiff Sanchez incorporates by reference and re-alleges as if fully stated herein the allegations set out in the preceding paragraphs. 36. To make out a cause of action for breach of contract requires a pleading of (a) the contract; (b) plaintiff's performance or excuse for nonperformance; (c) defendant’s breach; and (d) damages to plaintiff. It is necessary to specify if the contract is written, oral, or implied by conduct (C.C.P. § 430.010(g), infra, § 930.) 37. Plaintiff has performed all conditions precedent imposed on her under the contract. 38. Defendants made assurances and terms orally that Plaintiff accepted as part of the sales agreement. Defendants have failed to perform the conditions imposed on them under the contract causing a breach of the contract. 39. As a direct and proximate result of Defendants’ breach, Plaintiff has suffered. compensatory damages in an amount to be proven at trial. THIRD CAUSE OF ACTION Fraud 40. Plaintiff Sanchez incorporates by reference and re-alleges as if fully stated herein the allegations set out in the preceding paragraphs. 41. Defendants’ conduct, as herein alleged, constituted a scheme to defraud Plaintiff. 42. Defendants made the above referenced false representations, concealments, and non-disclosures with knowledge of the misrepresentations, intending to induce Plaintiff's reliance, which the unsuspecting Plaintiff justifiably relied upon resulting in Plaintiff's business being shut down by the San Francisco Health Department, not having permission from the landlord to sublease the premises, and believing the Defendant would move forward with the change in ownership application including having a continuous business license to operate the business. 43. Defendants; misrepresentations and omissions of material facts as described above Amended Complaint for Damages TORRES LAW GROUP 6Cm N BD oO Fk WN NPN NY NY RY NR RN NB BS BB eB eB Be eB eI A GF FF O8BNH KF SO we N DoH FF WN SB DS were wrongful and harmful to Plaintiff and allowed Defendant to wrongfully use Plaintiff's money. Defendants’ conduct exposed Plaintiff to the risk of losing money invested with Defendant. Defendants’ misrepresentations were done with the intent to deceive and/or defraud Plaintiff. 44. Defendant’s actions were committed intentionally, willfully, wantonly and with the reckless disregard for the rights of Plaintiff. 45. Asaresult of the Defendants’ fraudulent conduct, Plaintiff has suffered compensatory, general and special damages in an amount to proof. Additionally, the Defendants acted with malice, fraud and/or oppression and, thus, Complainants is entitled to an award of punitive damages. FOURTH CAUSE OF ACTION Breach of the Implied Covenant of Good Faith and Fair Dealing 46. Plaintiff Sanchez incorporates by reference and re-alleges as if fully stated herein the allegations set out in the preceding paragraphs. 47. Every contract imposes upon each party a duty of good faith and fair dealing in its performance and its enforcement. This implied covenant of good faith and fair dealing requires that no party will do anything that will have the effect of impairing, destroying, or injuring the rights of the other party to receive the benefits of their agreement. The covenant implies that in all contracts each party will do all things reasonably contemplated by the terms of the contract to accomplish its purpose. This covenant protects the benefits of the contract that the parties contemplated when they entered into the agreement. 48. | The Defendants did not act in good faith and did not deal fairly with Plaintiff in connection with the agreement they made to sell the subject business. 49. As a result of the Defendants’ breach of this covenant, Plaintiff has suffered special damages in an amount to be determined at trial. FIFTH CAUSE OF ACTION Promissory Estoppel Amended Complaint for Damages TORRES LAW GROUPCm N BD oO Fk WN NPN NY NY RY NR RN NB BS BB eB eB Be eB eI A GF FF O8BNH KF SO we N DoH FF WN SB DS 50. Plaintiff incorporates by reference and re-alleges as if fully stated herein the allegations set out in the preceding paragraphs. 51. Plaintiff Sanchez incorporates by reference and re-alleges as if fully stated herein the allegations set out in the preceding paragraphs 52. Plaintiff made payments to Defendant for purchase of the business. Defendants accepted the payments. 53. Defendants assured Plaintiff he would change ownership applications for the business, he would have the authority to sublease the property to a new owner, he would correct violations cited by San Francisco health Inspectors. 54. Plaintiff relied on the Defendants accepting of the payment and signing a lease agreement for all business assets. 55. Plaintiff obtained a new business license, paid employee salaries out of pocket, applied for a business license, made improvements to the premises, and paid for the ownership of the failing business in reliance of defendants promises to correct violations and transfer good title. 56. Promissory estoppel applies whenever a promise that the promissory should reasonably expect to induce action or forbearance on the part of the promissce does induce such action or forbearance. 57. Injustice would result if the promise to reinstate were not enforced. 58. Asa proximate result of Defendants breaches, Plaintiff has suffered compensatory damages in an amount to be proven at trial. PRAYER FOR RELIEF Plaintiff demands judgment from Defendants as follows: 1. Plaintiff recover reasonably attorney fees and costs incurred in this action and that the Court award all other appropriate relief. 2. For compensatory, special, general and punitive damages according to proof against Defendants. 3. For reasonable cost of suit and such other and further relief as the Court deems Amended Complaint for Damages TORRES LAW GROUP 8Cm N BD oO Fk WN NPN NY NY RY NR RN NB BS BB eB eB Be eB eI A GF FF O8BNH KF SO we N DoH FF WN SB DS proper. Dated this October 29, 2018 Respectfully submitted, TORRES LAW GROUP /sf Roseann Torres Attorney for Plaintiff Emilia Sanchez Amended Complaint for Damages TORRES LAW GROUPEXHIBIT 1 EXHIBIT |Restaurant Lease (This is a legal agreement and all parties are to review with their attorney before signing.) This Lease Agreement ("Lease") is dated Nov. 1 2017, by and between NAAJ Inc a California corporation ("Landlord"), and Emilia Sanchez and Adalberto Garcia ("Tenants" and “Tenant”) jointly and well as individually. The parties agree as follows: RESTAURANT. Landlord, in consideration of the lease payments provided in this Lease, leases to Tenant, the premises located at 1198 Folsom Street, San Francisco, California (“’Premises” and the “Restaurant”). TERM. The lease term will begin on Nov. 1, 2017 and will terminate on Sept 30, 2019, with rent paid in advance in the amount of Six thousand Five Hundred dollars ($6,500.00) on the first of each month, starting Nov. 1, 2017. Plus payment to Landlord for inventory and supplies at Four thousand ($4,000.00). Tenant will pay eight thousand ($8,000.00) per month for use of the equipment and leasehold improvements, but repairs and replacements are to be made by Tenant at Tenant's expense. Tenant is response for all utilities and business insurance policy, naming Landlord and Master Landlord as addition loss payees. Tenant will pay Landlord Thirty Thousand Dollars ($30,000.00) Security Deposit. Tenant shall provide Landlord copies of all tax flings within three (3) days of due date of filings, as this Lease is also subject to the Tenants’ being current on such filings and payments. LEASE PAYMENTS. Tenant shall pay to Landlord monthly installments as provided above, payable in advance on the first day of each month, for a total lease monthly payment of One Hundred Fifty Nine Thousand Five Hundred Dollars ($159,500.00). Lease payments shall be made to the Landlord at 465 Darrell Road, Hillsborough, CA , which address may be changed from time to time by the Landlord. First payment of rent and use of equipment payment is due on Nov. 1, 2017, and each month thereafter, However, Tenant is to take the Eight Thousand Dollars ($8,000.00) for November 2017 equipment payment usage plus the Four Thousand Dollars ($4,000.00) owed for Inventory and Supplies, and make twelve (12) payments of One thousand Dollars ( $1,000.00) a week toward meat vendor invoices that Landlord owes to meat vendor. Tenant resumes payments to Landlord of the Eight Thousand Dollars ($8,000.00) equipment usage fee starting Dec. 1, 2017. POSSESSION. Tenant shall be entitled to possession on the first day of the term of this Lease, and shall yield possession to Landlord on the last day of the term of this Lease, unless otherwise agreed by both parties in writing. At the expiration of the term, Tenant shall remove its goods and effects and peaceably yield up the Premises to Landlord in as good a condition as when delivered to Tenant, ordinary wear and tear excepted. Allequipment remains the ownership of Landlord. Tenant is to pay the S.F, equipment floor tax annually. USE OF RESTAURANT. Tenant may use the Premises only for the purpose of conducting a Mexican restaurant together with other uses normally and customarily incident to the operation of such a restaurant. Tenant shall not sell alcoholic beverages (except beer and wine, if licensed) in the Restaurant without the proper liquor license. The Restaurant may be used for any other purpose only with the prior written consent of Landlord, which shall not be unreasonably withheld. Tenant shall notify Landlord of any anticipated extended absence from the Restaurant not later than the first day of the extended absence. The Tenant, Tenant's agents, employees and invitees, shall have the right to use the common areas and common facilities jointly with Landlord, Landlord's agents and employees, and other tenants (except such service areas as may be designated by Landlord for the exclusive use of a particular tenant or tenants) their agents, employees and invitees. All of such use of any of the common areas and common facilities shall be such as will not unreasonably obstruct or interfere with the joint use thereof, and shall be in compliance with all applicable laws, rules and regulations FURNISHINGS. The following furnishings will be provided: All existing equipment. Tenant shall return all such items at the end of the lease term in a condition as good as the condition at the beginning of the lease term, except for such deterioration that might result from normal use of the furnishings. Tenant is to repair and replace equipment, as needed, and as determined by Landlord. QUIET ENJOYMENT. The Landlord covenants that Landlord has lawful title to the above- described real property and the right to make this lease for the term aforesaid and, conditioned upon the prompt performance and observance by the Tenant, Tenant's agents and employees of all of the terms, covenants and conditions hereof required to be performed or observed by Tenant, Tenant's agents and employees, Tenant shall at all times during the term of this lease have the peaceable and quiet enjoyment of the Demised Restaurant. PROPERTY INSURANCE. Landlord is providing fire and casualty insurance on the Restaurant, payable to Landlord upon lost. COVENANT AGAINST WASTE. Tenant agrees that Tenant will not commit waste in or upon the Restaurant or any portion thereof. The Tenant shall be responsible for the ventilation and cleanliness of the demised premises and for keeping the waste sewerage lines free from grease stoppages. Tenant shall be responsible for the professional removal of grease to avoid spillage and for grease recycling of shortening.UTILITIES AND SERVICES. Tenant shall be responsible for all utilities and services incurred in connection with the Restaurant. TAXES. Taxes attributable to the Restaurant or the use of the Restaurant shall be allocated as follows: REAL ESTATE TAXES. N/A PERSONAL TAXES. Tenant shall pay all personal taxes and any other charges which may be levied against the Restaurant and which are attributable to Tenant's use of the Restaurant and equipment, along with all sales and/or use taxes (if any) that may be due in connection with lease payments. TERMINATION UPON SALE OF RESTAURANT. Notwithstanding any other provision of this Lease, Landlord may terminate this lease upon thirty days’ (30) written notice to Tenant that the Restaurant have been sold, or that the Premises has reverted back to Owner of the building. DEFAULTS. Tenant shall be in default of this Lease if Tenant fails to fulfill any lease obligation or term by which Tenant is bound. Subject to any governing provisions of law to the contrary, if Tenant fails to cure any financial obligation within three (3) days, or any other obligation within ten (10) days, after written notice of such default is provided by Landlord to Tenant, Landlord may take possession of the Restaurant without further notice (to the extent permitted by law), and without prejudicing Landlord's rights to damages. In the alternative, Landlord may elect to cure any default and the cost of such action shall be added to Tenant's financial obligations under this Lease. Tenant shall pay all costs, damages, and expenses (including reasonable attorney fees and expenses) suffered by Landlord by reason of Tenant's defaults. All sums of money or charges required to be paid by Tenant under this Lease shall be additional rent, whether or not such sums or charges are designated as "additional rent". The rights provided by this paragraph are cumulative in nature and are in addition to any other rights afforded by law. Tenant to provide proof of insurance, as well as all other required documents, to avoid default, within three (3) days of request or due date of filing or payments.. LATE PAYMENTS. For any payment that is not paid within three ( 3) days after its due date, Tenant shall pay a late fee of Two Hundred Fifty dollars ($250.00). HOLDOVER. If Tenant maintains possession of the Restaurant for any period after the termination of this Lease ("Holdover Period"), Tenant shall pay to Landlord lease payment(s) during the Holdover Period at a rate equal to the most recent rate preceding the Holdover Period. Such holdover shall constitute a month-to-month extension of this Lease. CUMULATIVE RIGHTS. The rights of the parties under this Lease are cumulative, and shall not be construed as exclusive unless otherwise required by law.NON-SUFFICIENT FUNDS. Tenant shall be charged Fifty Dollars ($50.00) for each check that is returned to Landlord for lack of sufficient funds, or for any reason. REMODELING OR STRUCTURAL IMPROVEMENTS. Tenant shall have the obligation to conduct any construction or remodeling (at Tenant's expense) that may be required to use the Restaurant as specified above. Tenant may also construct such fixtures on the Restaurant (at Tenant's expense) that appropriately facilitate its use for such purposes. Such construction shall be undertaken and such fixtures may be erected only with the prior written consent of the Landlord which shall not be unreasonably withheld. Tenant shall not install awnings or advertisements on any part of the Restaurant without Landlord's prior written consent. At the end of the lease term, Tenant shall be entitled to remove (or at the request of Landlord shall remove) such fixtures, and shall restore the Restaurant to substantially the same condition of the Restaurant at the commencement of this Lease. ACCESS BY LANDLORD TO RESTAURANT. Subject to Tenant's consent (which shall not be unreasonably withheld), Landlord shall have the right to enter the Restaurant to make inspections, provide necessary services, or show the unit to prospective buyers, mortgagees, tenants or workers. However, Landlord does not assume any liability for the care or supervision of the Restaurant. As provided by law, in the case of an emergency, Landlord may enter the Restaurant without Tenant's consent. During the last three (3) months of this Lease, or any extension of this Lease, Landlord shall be allowed to display the usual "To Let” signs and show the Restaurant to prospective tenants. INDEMNITY REGARDING USE OF RESTAURANT. To the extent permitted by law, Tenant agrees to indemnify, hold harmless, and defend Landlord from and against any and all losses, claims, liabilities, and expenses, including reasonable attorney fees, if any, which Landlord may suffer or incur in connection with Tenant's possession, use or misuse of the Restaurant, except Landlord's act or negligence. DANGEROUS MATERIALS. Tenant shall not keep or have on the Restaurant any article or thing of a dangerous, flammable, or explosive character that might substantially increase the danger of fire on the Premises, or that might be considered hazardous by a responsible insurance company, unless the prior written consent of Landlord is obtained and proof of adequate insurance protection is provided by Tenant to Landlord. COMPLIANCE WITH REGULATIONS. Tenant shall promptly comply with all laws, ordinances, requirements and regulations of the federal, state, county, municipal and other authorities, and the fire insurance underwriters. However, Tenant shall not by this provision be required to make alterations to the exterior of the building or alterations of a structural nature. Tenant will promptly procure, maintain and comply with all permits, licenses and other authorizations required for the use of the Property as a restaurant and for the lawful operation, maintenance, and repair of the Property or any part thereof. Tenant will not do any act or thing which constitutes a public or private nuisance. Landlord will join, if necessary, in the application for any permit or authorization with respect to any Legal Requirements. In connection with its use of the Property, Tenant shall comply withall applicable governmental laws, rules and regulations, federal, state and local, including those relating to environmental matters. MECHANICS LIENS. Neither the Tenant nor anyone claiming through the Tenant shall have the right to file mechanics liens or any other kind of lien on the Restaurant and the filing of this Lease constitutes notice that such liens are invalid. Further, Tenant agrees to (1) give actual advance notice to any contractors, subcontractors or suppliers of goods, labor, or services that such liens will not be valid, and (2) take whatever additional steps that are necessary in order to keep the Restaurant free of all liens resulting from construction done by or for the Tenant. ARBITRATION. Any controversy or claim relating to this contract, including the construction or application of this contract, will be settled by binding arbitration under the rules of the American Arbitration Association, and any judgment granted by the arbitrator(s) may be enforced in any court of proper jurisdiction. SUBORDINATION OF LEASE. This Lease is subordinate to any mortgage that now exists, or may be given later by Landlord, with respect to the Restaurant. ASSIGNABILITY/SUBLETTING. Tenant may not assign or sublease any interest in the Restaurant, nor effect a change in the majority ownership of the Tenant (from the ownership existing at the inception of this lease), nor assign, mortgage or pledge this Lease, without the prior written consent of Landlord, which shall not be unreasonably withheld. GOVERNING LAW. This Lease shall be construed in accordance with the laws of the State of California. ENTIRE AGREEMENT /AMENDMENT. This Lease Agreement contains the entire agreement of the parties and there are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Lease. This Lease may be modified or amended in writing, if the writing is signed by the party obligated under the amendment. SEVERABILITY. If any portion of this Lease shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Lease is invalid or unenforceable, but that by limiting such provision, it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. WAIVER. The failure of either party to enforce any provisions of this Lease shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Lease. BINDING EFFECT. The provisions of this Lease shall be binding upon and inure to the benefit of both parties and their respective legal representatives, successors and assigns.SUBJECT TO MASTER LEASE: Tenant is renting from Landlord, subject to all the provisons of the Master lease that Landlord signed with the Owner of the building in which the Restaurant is located in. RESTAURANT DUITES: Restaurant is to obtain under Tenants’ name their own sales tax permit, federal and state employer identification numbers if needed, workers’ compensation insurance for employees, San Francisco business license. Tenant shall hire Landlord’s current restaurant employees, if Tenant is able to reach individual agreements with the employees, as of Nov 1, 2017. SIGNATURES AND NOTICE. This Lease shall be signed by the following parties. No notice under this Lease shall be deemed valid unless given or served in writing and forwarded by mail, postage prepaid, addressed to the parties below: LANDLORD: To Nimer Massis at 465 Darrell Rd, Hillsborough, CA Manager TENANTS: Such addresses may be changed from time to time by either party by providing notice as set forth above. Notices mailed in accordance with the above provisions shall be deemed received on the third day after posting. Each party has been advised to seek the advice and review of this document by their attorney before signing. Ihave read, I understand & I agree to follow this legal contract. Landlord Tenants Emilia Sanchez Adalberto Garcia