Legal Document: FENG, SISI vs. MAGIC VILLAGE 3, LLC

On August 04, 2020 a was filed involving a dispute between Feng, Sisi, Yin, Wangwei, and Magic Village 3, Llc, for CIRCUIT CIVIL in the District Court of Osceola County.

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Filing # 130801521 E-Filed 07/16/2021 11:56:01 AM

IN THE CIVIL COURT OF THE NINTH JUDICIAL CIRCUIT
IN AND FOR OSCEOLA COUNTY, FLORIDA

WANGWEIL YIN and SISI FENG,

Plaintiffs,

V. Case No. 2020-CA-1958
Division: 20
MAGIC VILLAGE 3, LLC,

Defendant.
/

VERIFIED MOTION TO SET ASIDE CLERK’S DEFAULT

Defendant, Magic Village 3, LLC (“MV3”), by and through the undersigned counsel,

moves to set aside the September 14, 2020 Clerk’s Default and, in support hereof, states as follows:

1. Counsel for Plaintiff knew MV3 was represented by counsel at the time it filed
this lawsuit and failed to notify MV3’s counsel of the filing of the lawsuit or the
seeking of the default,

1. First, the Clerk’s Default should be set aside because Plaintiff’s counsel had actual

knowledge that the defendant was represented by the undersigned and intended to defend the

lawsuit. As stated in U.S. Bank Nat. Ass’n v. Lloyd, 981 So.2d 633 (Fla. 2d DCA 2008):

When a plaintiff with actual knowledge that the defendant
is represented by counsel and intends to defend the lawsuit makes an ex parte
application for a clerk's default, the effect is to insure that the defendant
does not have a reasonable opportunity to correct what was obviously an
administrative error. See Ole, Inc., 566 So.2d at 814 (discussing the decision
in Gulf Maint., 543 So.2d 813). A default entered in violation of the due process
notice requirement of rule 1.500(b) must be vacated without regard to whether the
defendant can establish a meritorious defense or whether the defendant can
demonstrate inadvertence or excusable neglect under Florida Rule of Civil
Procedure 1.540(b). See Int'l Energy Corp. v. Hackett, 687 So.2d 941, 943 (Fla. 3d
DCA 1997); Gulf Maint., 543 So.2d at 817.

2. On or about February 19, 2020, Benjamin Weissman, Esq. of David Chico Law

Group corresponded with MV3, making a demand for a return of the Plaintiffs’ deposit held

1
pursuant to the Purchase Contract, not attached to the Complaint. A true and correct copy of said

correspondence is attached hereto as Exhibit A.

3. On February 26, 2020, the undersigned counsel responded on behalf of MV3,

rejecting the demand for the return of the deposit. A true and correct copy of said correspondence

is attached hereto as Exhibit B.

4, On March 4, 2020, attorney Weissman responded to the undersigned counsel’s

February 26, 2020 correspondence. A true and correct copy of said correspondence is attached

hereto as Exhibit C.

5. Clearly, attorney Weissman knew and understood that the undersigned represented

MV3 and would defend MV3 in any legal proceeding as demonstrated by the attachments to the

March 4, 2020 correspondence from attorney Weissman.

6. In those attachments are a Motion to Dismiss filed by the undersigned on behalf of

MV3 ina case filed in early 2019 involving a purchase contract for a unit in MV3 bya citizen of

China.

I. Failure to attach the Purchase Contract requires this Court to set aside the
Clerk’s Default.

7. The Clerk’s Default must be set aside as a matter of law, irrespective of excusable

neglect or meritorious defenses because Plaintiffs have failed to attach the Purchase Contract,

which forms the basis of the Complaint. Contractors Unlimited, Inc. v. Nortrax Equipment Co.

Southeast, 833 So.2d 286 (Fla. 5th DCA 2002).

2
Ill. Defendant had excusable neglect, meritorious defenses, and acted with due
diligence upon learning of the default.

8. On or about August 20, 2020, the undersigned counsel received a copy ofthe instant

lawsuit from MV3.

9. Pursuant to its policies and procedures, the undersigned counsel provided a copy of

said lawsuit to an assistant, who is no longer employed by the firm, and requested that the time for

response be calendared and a new file opened in the system.

10. Those processes were foiled when the assistant failed to open the file and calendar

the response date.

11. This is the classic case of “out of sight, out of mind,” as the undersigned counsel is

involved in hundreds of lawsuits at any particular time and relies on his calendar in conducting his

law practice.

12. Attached hereto as Exhibit D is an Answer and Affirmative Defenses, establishing

the meritorious defenses.

13. The undersigned counsel acted with due diligence, as this Motion and the Answer

and Affirmative Defenses are being filed within 36 hours of the undersigned learning that the

default had been entered.

WHEREFORE, Defendant Magic Village 3, LLC requests that the Court to set aside the

Clerk’s Default, to deem the Exhibit D Answer and Affirmative Defenses filed as of the date of

the Order setting aside the Default, and for such other and further relief as the Court deems just.

3
VERIFICATION yjif avi
Under the penalties of perjury, J declare that I have read the foregoing’Motion to Set Aside

Clerk’s Default and the attachments and that the facts stated in it are yl _
StygetTayLevine, Esq.
CERTIFICATE OF SERVICE o/
I] HEREBY CERTIFY that a true and correct copy ofthe foregoing has been furnished via
the Florida e-Filing Portal to all attorneys of record on this 15th day of July, 2021.

DEGRAVE

/s/ Stuart Jay Levine
Stuart Jay Levine, Esquire
Florida Bar No. 835994
slevine@walterslevine.com
601 Bayshore Boulevard, Suite 720
Tampa, Florida 33606
(813) 254-7474 (telephone)
Attorneys for Defendant
MAGIC VILLAGE 3, LLC

4
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| Although the Purchase Agreement is carefully and intentionally drafted to attempt to avoid
| any claim regarding fraudulent representation, Centaline’s misrepresentations are not controverted
| by any statement in the Purchase Agreement and therefore are actionable under Florida law. This
| renders the entire agreement void because it was induced by fraud, and the other various
J misrepresentations provided to Plaintiffs throughout the sales process actionable. Additionally, the
| context of Magic Village One and Two being sued for violations of ISLA previously and the
i wording of Section Four together demonstrate the intent of Magic Village to promise construction
/ of the premises within two years for the express purpose of avoiding coverage by the ISLA. This
| would render Magic Village covered by ISLA regardless of the language to the contrary in Section
i Four ofthe Purchase Agreement.
Plaintiffs desire to resolve this matter amicably and confidentially and demand the return of

| all payments tendered in lieu of suing in court to rescind the Purchase Agreement on the basis of
| fraudulent inducement, failures to disclose under the ISLA, and/or recession premised on the
| Plaintiffs’ unilateral mistake in believing that Centaline could aid in remitting funds to Magic
i Village on behalf of Plaintiffs. Ifyou have any questions or require clarification, please contact our
| office at (407) 933 7703.
| Best regards,
|
a
Benjamin M. Weissman, Esquire
/ Florida Bar Number #120770

| EXHIBIT A
ATTORNEYS
AT LAW
SARASOTA «© TAMPA * CHICAGO

STUART JAY LEVINE 601 BAYSHORE BOULEVARD

stevine @watierstevine.com February 26, 2020 SUITE 720
www. waiterstevine.com TAMPA, FLORIDA 33606
(813) 254-7474
VIA E-MAIL (B13) 254-7341 FAX
Ben@davidchicolaw.com

Benjamin M. Weissman, Esq.
David Chico Law Group
607 Celebration Avenue
Celebration, FL 34747 ,

Re: Magic Village Resort 3 Purchase Contract with Wangwei Yin and Sisi Feng
Dear Mr. Weissman:

Please be advised the undersigned counsel represents Magic Village Resort 3, LLC
(“Magic Village”). I am in receipt of your letter dated February 19. 2020.

It appears that your clients, Ms. Yin and Ms. Feng knew or should have known about the
laws in China. The fact that your clients have now learned there was an impediment to pay
money to the U.S. for investment real estate, is not a defense to this contract. The case of Leon
County v. GJ Glusenkamp, 873 So.2d 460 (i DCA 2004) stands for the proposition that a
government decree or order can be a defense to a contract performance if the order or decree
oceurs after the contract is executed. In the current situation, the alleged impediment existed at
the time that the contract was signed and not after it was executed. As a result, the demand for
the return of all payments made is rejected.

No fraud has been committed and no unilateral mistake supported by Florida law would
survive a Motion to Dismiss, much less a Motion for Summary Judgment. While we appreciate
your clients’ predicament, the request is not supported by fact or law.
Should you wish to discuss this matter, kindly contact me at your convenience.
Very truly yours, -

WALTERS LEVINE/LOZANO Aor
& DeGRAVE

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Sart Jay “ink
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Enclosure
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EXHIBIT B
CH snes ster © David M. Chiec 607 Celebration Avenue

Foe LAW GROUP Christopher Mack Henjamin Weissman 7Pani
J ATTORNEYS & COUNSELORS.
AT LAW _ Sk. cane one
7 Bryana Connors fp) 407-082-7708
/ icine ta (f) 407-983-7713
J we Jay ich eGiaw car

| March 4, 2020
J VIA EMAIL
y MAGIC VILLAGE THREE, LLC,
q Attn: Stuart Jay Levine, Esq.
. Walters Levine Lozano & DeGrave
| 601 Bayshore Boulevard
7 Suite 720
7 Tampa, FL 33606
J slevine@walterslevine.com
|
| Re: Magic Village Resort 3 Purchase Contract

dl Dear Mr. Levine:
- Thank you for your response to Ms. Yin and Ms. Feng’s Demand Letter. Although your
_ response addressed allegations regarding Impossibility of Performance, it failed to substantively
a
J respond to the allegations regarding Fraudulent Inducement, Unilateral Mistake, and violations
|
| of Interstate Land Sales Full Disclosure Act (“ILSA.”) Except for allegations regarding ISLA,
_ Osceola Circuit Court Case 2019-CA-000374, Yannah Zhou v. Magic Village 3, Inc., (the “Zhou

J case’’) alleged similar factual and legal theories to those alleged in our Demand Letter. In the Zhou
| case, the Court ruled on your Motion To Dismiss, granting relief for the Impossibility to Perform
J Count, but denying relief for the analogous legal theories of Fraudulent Inducement and Unilateral
|
J Mistake. Please find attached to this correspondence the relevant filings in the Zhou case for your
|
7 convenience.
q Considering that the same circuit court that would adjudicate this matter previously upholds
] analogous legal theories, is your client inclined to discuss settlement or is your position that Ms.
] Yin and Ms. Feng’s allegations are factually insufficient. If your client has any interest in
q settlement, please contact our office at (407) 933- 7703. Otherwise, Ms. Yin and Ms. Feng intend
i to file suit, and please let me know ifyou are authorized to accept service on their behalf.
| Best regards,
J Benjamin M. Weissman, Esquire
7 Florida Bar Number #120770
J Enclosures

- EXHIBIT C
Filing # 86298565 E-Filed 03/13/2019 09:58:47 AM

IN THE CIRCUIT COURT OF THE NINTH JUDICIAL CIRCUIT
IN AND FOR OSCEOLA COUNTY, FLORIDA

YANNA ZHOU,

Plaintiff,

v. CASENO: 2019-CA-000374

MAGIC VILLAGE 3, LLC,

Defendant. .

MOTION TO DISMISS

COMES NOW, Defendant, MAGIC VILLAGE 3, LLC (“Magic Village”), by and

through its undersigned counsel and pursuant to the applicable Florida Rules of Civil Procedure,

hereby serve this, its Motion to Dismiss the Complaint of the Plaintiff, YANNA ZHOU

(“Plaintiff”) and states as follows:

1. The Complaint arises out of the purchase of a townhome by the Plaintiff from

Magic Village. A true and correct copy of the Purchase Agreement is attached as Exhibit “A” to

the Complaint.

2. Plaintiff has brought a four count Complaint, Count I — Rescission for

Impossibility of Performance; Count If ~ Fraudulent Inducement; Count I] — Rescission for

Unilateral Mistake; and Count IV — Unjust Enrichment.

L Florida law not Chinese law governs the performance of the Contract.

3. The factual premise as alleged in the Complaint for each cause of action is that

under the laws of the country of China, as they existed at the time that the contract was executed,

Chinese individuals could not exchange and remit in excess of $50,000 per year for the purchase

of any properties in the United States of America.

EXHIBIT C
4, Plaintiff essentially alleges that it was precluded from performing the Contract to

purchase the townhome by the operation of Chinese law and therefore should have a judgment in

the Plaintitf’s favor finding it was excused form performance of the Contract.

5. First, paragraph 27 of the Contract is clear and unambiguous that the parties

agreed that only Florida law will govern the performance of the Contract:

“Choice of Law and Forum: Governing Law, Waiver of Jury Trial The
local laws of the State of Florida, without regard to Florida’s choice of law
rules, will exclusively govern the interpretation, application, enforcement,
performance of, or any other matter related to this Contract.”

6. Accordingly, since Chinese law was not the law governing performance of the

Contract, reliance on Chinese law to avoid performance of the Contract is misplaced and

inconsistent with the parties Contract.

7. Therefore the Complaint should be dismissed with prejudice.

I. Impossibility of performance based upon an act of government is only available if
the act complained occurred after the contract was executed

8. The law in the state of Florida is clear, only after a contract is made, a party’s

performance is made impractical without his fault by the occurrence of an event the

nonoccutrence of which was a basic assumption on which the contract made, his duty to render

that performance is discharged, unless the language or circumstances indicates to the contrary.

Leon County y. Gluesenkamp, 873 So.2d 460,463 (Fla. 1° DCA 2004).

9. In other words, if the legal impediment exists at the time of the making of the

contract, the doctrine of impossibility, unilateral mistake, rescission, or fraudulent inducement

cannot form the basis of discharging a party’s obligation pursuant to a written agreement.

10.‘ Therefore, the Complaint should be dismissed with prejudice.

2
EXHIBIT C
If. The Count Il for Fraud in the Inducement fails to state a cause of action as a
matter of law

11. Based upon the same faulty factual premise, in Count II, Plaintiff alleges that a

broker/agent for Magic represented that the laws of China did not preclude the performance of

the Contract.

12. This allegation that the broker/agent verbally represented to Plaintiff that Chinese

law allowed Plaintiff to perform her obligations of payment required by the Contract are

inconsistent with by paragraph 27 of the Contract(above) and are inconsistent with the merger

provision contained in paragraphs 12 and 13.

13. ‘If there is an inconsistency between the general allegations of material facts in the

complaint and the specific facts revealed by the exhibit attached or referred to in the complaint

they have the effect of neutralizing each allegation as against the other, thus rendering the

pleading objectionable. Hillcrest Pacific Corporation v. Yamamura, 727 So.2d 1053, 1055 ( Fla.

4" DCA 1999).

14. ‘Finally, a party cannot recover in fraud for alleged oral misrepresentations that are

adequately covered or expressly contradicted in a later written contract. Jd 1056.

15. Clearly, the law governing the performance the Contract is specifically set forth in

paragraph 27. Florida law governs performance of the Contract not Chinese law.

16. Accordingly, as a matter of law, Plaintiff could not have reasonably relied upon

the alleged misrepresentation that Chinese law would allow Plaintiff's performance.

WHEREFORE, Defendant, MAGIC VILLAGE 3, LLC, respectfully requests an Order

dismissing the Complaint with prejudice and awarding its costs and fees for having responded to

Plaintiff's Complaint.

3
EXHIBIT C
CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true and correct copy of the foregoing has been furnished

via the Florida e-Filing Portal to all attorneys of record on this 13th day of March, 2019,

WALTERS LEVINE LOZANO &
DEGRAVE

és/ Stuart Jay Levine
Stuart Jay Levine, Esquire
Florida Bar No. 835994
slevine@walterslevine.com
Jamie A. Cummings, Esquire
Florida Bar No. 103267
jcunmmines(@wallersievine.com
601 Bayshore Boulevard, Suite 720
Tampa, Florida 33606
(813) 254-7474 (telephone)
Attorneys for Defendant
MAGIC VILLAGE 3, LLC

4
EXHIBIT C
Filing # 91362704 E-Filed 06/19/2019 03:42:45 PM

IN THE CIRCUIT COURT OF THE NINTH JUDICIAL CIRCUIT,
IN AND FOR OSCEOLA COUNTY, FLORIDA

YANNA ZHOU,
an individual,

Plaintiff,
VS. Case No.: 2019-CA-000374
MAGIC VILLAGE 3, LLC, a Florida
limited liability company,

Defendant.
/

RESPONSE IN OPPOSITION TO MOTION TO DISMISS

Plaintiff, Yanna Zhou (“Ms. Zhow”), by and through her undersigned counsel responds in

opposition to the Motion to Dismiss (the “Motion”) filed by Defendant, Magic Village 3, LLC

(“Magic Village”).

INTRODUCTION

The Complaint filed by Ms. Zhou (the “Complaint”) sets fourth four separate and valid

causes of action that stem from Magic Village’s tortious actions in marketing and selling the

Contract Townhome (as defined in the Complaint) to Ms. Zhou. The Complaint lays out the

actions of Magic Village, through its agent, Shenzhen Ausin Investment Consulting Company

Limited (“Ausin China”), intended to dupe Ms. Zhou into entering into the Magic Village Resort

3 Purchase Contract (the “Contract’”).

The Motion fails to set forth any viable basis for the dismissal ofeither the Complaint itself

or any of the counts therein. The Motion’s simplistic view of choice-of-law considerations and

the law surrounding fraud in the inducement, while wholly ignoring certain causes of action in the

EXHIBIT C
Complaint, breaks down under scrutiny. As a result, the Motion should be denied, and this case

should proceed.

DISCUSSION

I. The Choice Of Law Provision In The Contract Does Not Control The Analysis Of
Impossibility Or Unilateral Mistake.
The Motion states that because the Contract contains a choice of law provision, this Court

should only consider if the Contract would be impossible to perform in Florida. This argument

ignores the relief sought in the Complaint, which is rescission of the Contract for, inter alia,

impossibility of performance. See generally, Complaint. The effect of rescission would be to void

the Contract and place the parties in status quo ante. See, e.g., Willis y. Fowler, 102 Fla. 35, 59

(Fla. 1931) (“the prime object of rescission or cancellation is to undo the original transaction and

restore former status”) (superseded on other grounds by Fla. Stat. § 672.711). Because rescission

serves to eliminate the contract in question, any provision contained therein is logically not

enforceable. Cf Harper v. EJ. DuPont de Nemours & Co., 802 So. 2d 505, 508 (Fla. 4th DCA

2001) (“plaintiffs were bound by choice-of-law provision because they elected to affirm the

contract instead of seeking rescission’) (citing Mazzoni Farms, Inc. v. EI. DuPont de Nemours &

Co., 761 So. 2d 306, 313 (Fla. 2000)). Consequently, Magic Village’s choice-of-law-based

argument is invalid and not a basis for the dismissal of the Complaint because Ms. Zhou is seeking

rescission of the Contract.

Though the Motion is silent on Ms. Zhou’s claim for unilateral mistake, the general content

of the Motion suggests that Magic Village will rely on similar grounds in seeking the dismissal of

Count IIL. Unilateral mistake is an equitable cause of action that seeks the rescission of a contract

as a result of a mistaken understanding of a material fact by one party to a contract. Maryland

EXHIBIT C
Casualty Company v. Krasnek, 174 So. 2d 541, 542 (Fla. 1965). Thus, just as with Count I, Ms.

Zhou is not affirming the Contract, she is seeking to set it, and all its provisions, aside. As a result,

the choice-of-law provision in the Contract, as well as all other provisions thereof, are not

enforceable. Consequently, Magic Village has failed to set forth a basis for the dismissal of Count

Il of the Complaint and the Motion should be denied.

Il. The Merger Provision Of The Contract Does Not Apply To Ms. Zhou’s Fraudulent
Inducement Claim.

As with Magic Village’s choice-of-law-based argument, its argument premised on the

“merger provision contained in paragraphs 12 and 13” of the Contract misses the mark. When a

contract is induced through fraud, as is set forth in the Complaint, “the fraudulent

misrepresentation vitiates every part of the contract.” D&M Jupiter, Inc. v. Friedopfer, 853 So.

2d 485, 489 (Fla. 4th DCA 2003). In Friedopfer, defendant claimed that a tort claim was barred

by an “as is” clause in the contract at issue. /d. The Court found that the “as is” clause would not

be enforceable if the contract itself was procured by fraud. /d.

Similarly, the existence of the Contract stems from the fraudulent misrepresentations made

to Ms. Zhou by Magic Village’s agents. Because the fraudulent statements go to the creation of

the Contract itself, the “merger provision” contained in the Contract is not enforceable because the

whole of the Contract is subject to rescission. See id.

Furthermore, the “merger provision” Magic Village appears to be relying upon, though it

does not provide the language thereof in the Motion, is buried in Paragraph 13 of the Contract and

states:

This Contract represents the entire agreement between the parties and
supersedes all prior memoranda, correspondence, conversations, and
negotiations between the parties to this Contract. With the exception of
the Disclosure Summary provided to Purchaser, there are no oral or

EXHIBIT C
written understandings, warranties, or representations between the parties
that are not expressly contained in this Contract.
Contract, ¥ 13.

This boilerplate, non-specific “merger provision” does not relate to the specific fraudulent

statements made by Magic Village’s agent that induced Ms. Zhou into entering in the Contract. It

does not expressly relate to the legality of Ms. Zhou performing the Contract from China nor does

it relate to the fraudulent statement that Magic Village’s agent would facilitate the necessary

transfer of funds to Magic Village, if Ms. Zhou entered into the Contract. These are the very

statements that induced Ms. Zhou’s execution of the Contract and the “merger provision” is far

too general to adequately deal with those fraudulent statements and Ms. Zhou’s reliance thereon.

CONCLUSION

The Motion has failed to set forth any basis for the dismissal of theComplaint. The Motion

only directly addresses two of the four counts set forth in the Complaint, and tangentially one other

count, As described above, the Motion fails to set forth a basis for the dismissal of any of the

counts of the Complaint, and, therefore, the Motion must be denied.

Respectfully Submitted,

David A. Meek I
Florida Bar No.: 59314
Losey PLLC
1420 Edgewater Dr.
Orlando, FL 32804
Primary Email: dmeek@losey.law
Secondary Email: docketine@@losey
law
Attorney for Plaintiff

EXHIBIT C
I HEREBY CERTIFY that a true and correct copy of the foregoing was filed
electronically with the Clerk of Court using the Court’sCM /ECF system which will cause a
copy to be served on all parties of record, on this 19% day of June 2019.

David Meek II, Esquire

EXHIBIT C
Filing # 88524093 E-Filed 04/25/2019 12:48:07 PM

IN THE CIRCUIT COURT OF THE NINTH JUDICIAL CIRCUIT
IN AND FOR OSCEOLA COUNTY, FLORIDA

YANNA ZHOU,

Plaintiff,

v. CASENO: = 2019-CA-000374

MAGIC VILLAGE 3, LLC,

Defendant.

NOTICE OF HEARING
(Confirmation #: 457999)

TO: David Meek, Esq.
Losey PLLC
450 South Orange Avenue
Suite 550
Orlando, FL 32801

PLEASE TAKE NOTICE that a hearing in the above-captioned matter has been scheduled
as follows:

DATE: June 24, 2019

TIME: 1:30 p.m. (30 minutes reserved)

BEFORE: The Honorable Margaret H. Schreiber

LOCATION: 2 Courthouse Square
Kissimmee, FL 34741
Hearing Room 6-A

SUBJECT: — Defendant’s Motion to Dismiss
(filed March 13, 2019)

PLEASE GOVERN YOURSELF ACCORDINGLY.

EXHIBIT C
CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true and correct copy of the foregoing has been furnished

via the Florida e-Filing Portal to all attorneys of record on this 25th day of April, 2019.

WALTERS LEVINE LOZANO & DEGRAVE

és/ Stuart Jay Levine
Stuart Jay Levine, Esquire
Florida Bar No. 835994
slevine@walterslevine.com
Jamie A. Cummings, Esquire
Florida Bar No. 103267
jcummings@walterslevine.com
601 Bayshore Boulevard, Suite 720
Tampa, Florida 33606
(813) 254-7474 (telephone)
Attorneys for Defendant
Magic Village 3, LLC

EXHIBIT C
IN THE CIRCUIT COURT OF THE NINTH JUDICIAL CIRCUIT
IN AND FOR OSCEOLA COUNTY, FLORIDA 2 . pe &.
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YANNA ZHOU, S5= & Soh
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Plaintiff, Ge 2 Za
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v. CASENO: 2019-CA-000374 —223 w xBS
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MAGIC VILLAGE 3, LLC,

Defendant.

ORDER GRANTING IN PART AND DENYING IN PART DEFENDANT’S
MOTION TO DISMISS PLAINTIFE’S COMPLAINT

THIS CAUSE, coming on to be heard upon the Defendant, MAGIC VILLAGE 3, LLC’S

(“MAGIC”) Motion to Dismiss the Complaint of the Plaintiff, YANNA ZHOU, and the Court

having heard arguments of counsel, having reviewed the Complaint, the Motion to Dismiss, the

Response to the Motion to Dismiss, and otherwise being fully advised in the premises, does

hereby

ORDER AND ADJUDGE as follows:

1. The Motion to Dismiss as to Count I is GRANTED without prejudice.

2. With respect to Counts II, II and IV of Plaintiff's Complaint, the Motion to
Dismiss is DENIED.

3. Defendant shall have twenty (20) days in which to file an answer to Plaintiffs

Complaint.

EXHIBIT C
< a

4. Plaintiff shall have twenty (20) days in which to file an Amended Complaint.

DONEANDORDEREDthis v dayof pts ,2019.
MARGARET H. SCHREIBER
Circuit Court Judge

Conformed copies to:

Counsel of Record . es
Stuart vaysq
David meet, Levine,| [4 . Conformed and Mailed
JUL 0.9 agi9

EXHIBIT C
IN THE CIVIL COURT OF THE NINTH JUDICIAL CIRCUIT
IN AND FOR OSCEOLA COUNTY, FLORIDA

WANGWEIL YIN and SISI FENG,

Plaintiffs,

V. Case No. 2020-CA-1958
Division: 20
MAGIC VILLAGE 3, LLC,

Defendant.
/

ANSWER AND AFFIRMATIVE DEFENSES

Defendant, Magic Village 3, LLC (“MV3”), by and through the undersigned counsel,

responds to the Complaint in this action as follows:

ANSWER

1. Admitted for the purposes ofjurisdiction.

2. Admitted for the purposes ofjurisdiction.

3. Without knowledge.

4. Without knowledge.

5. Admitted.
GENERAL ALLEGATIONS

6. Admitted that MV3 is the developer of the Project in which Plaintiffs entered into

an agreement. Otherwise, denied.

7. Admitted.

8. The Purchase Contract speaks for itself.

9. Denied.

10. Denied.

EXHIBIT D
11. Admitted that MV3 utilized the services of others in China to market the MV3

Project. Otherwise, denied.

12. Admitted that MV3 utilized the services of others in China to market the MV3

Project. Otherwise, denied.

13. — Denied.

14. Denied.

15. | Admitted that Plaintiffs were provided brochures of the Project. Otherwise, denied.

16. Admitted that Plaintiffs were provided brochures of the Project. Otherwise, denied.

17. Denied.

COUNT I: VIOLATION OF 15 U.S.C §1703

18. MYV3 reavers, realleges, and incorporates herein by reference its response to

paragraph 1 through 17 as if fully set forth herein.

19. Although the Purchase Agreement is not attached to the Complaint, when it is, it