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DocuSign Envelope ID: 6889816E-6CE7-4255-8EE6-4E2507FD8951
1 ALVIN H. LEE SBN 284718
LAW OFFICES OF ALVIN H. LEE
2 6400 VILLAGE PKWY, STE 201
3 DUBLIN, CA 94568
TELEPHONE: (925) 338-9882
4 EMAIL: ALVIN@ALVINLEELAW.COM
5 ATTORNEY FOR PLAINTIFFS,
SUNSET & ANNEX, INC., STANLEY WU AND EVA WU
6
SUPERIOR COURT OF THE STATE OF CALIFORNIA
7
FOR THE COUNTY OF SACRAMENTO
8
CIVIL UNLIMITED JURISDICTION
9
10 SUNSET & ANNEX, INC., a California Case No.
corporation; STANLEY WU; and EVA WU,
11 VERIFIED COMPLAINT:
Plaintiffs, (1) Fraud;
12 (2) Negligent Misrepresentation;
vs. (3) Fraudulent Transfer;
13 (4) Conspiracy to Commit Fraudulent
BGB GROUP, LLC, a California limited Transfer;
liability company; GOLDEN MORAGA, LLC, (5) Breach of Fiduciary Duty;
14 a California limited liability company; I (6) Constructive Trust by Fraudulent
QUADRANT, LLC, a California limited Conveyance;
15 liability company; GOOD HENS, INC., a (7) Breach of Contract;
California corporation; YONGBIN ZHEN, aka (8) Money Had and Received; and
16 Barry Zhen; BENJAMIN HUI, aka Ben Hui; (9) Unjust Enrichment.
JACKIE HOI PING HO; JIA BLUE
17 MOMENTUM, LLC, a Wyoming limited
liability company; and DOES 1-50, inclusive,
18
Defendants.
19
20
Plaintiffs, SUNSET & ANNEX, INC., a California corporation (" S&A" ), STANLEY WU
21
(" Stanley Wu" ), and EVA WU (" Eva Wu" and together with S&A and Stanley Wu, " Plaintiffs" ),
22
files this Verified Complaint ("Complaint") against Defendants, BGB GROUP, LLC, a California
23
limited liability company (" BGB Group" ), GOLDEN MORAGA, LLC, a California limited liability
24
company (" Golden Moraga" ), I QUADRANT, LLC, a California limited liability company (" I
25
Quadrant" ), GOOD HENS, INC., a California corporation (" Good Hens" ), YONGBIN ZHEN, aka
26
Barry Zhen (" Zhen" ), BENJAMIN HUI, aka Ben Hui (" Hui" ), JACKIE HOI PING HO (" Jackie
27
Ho" ); JIA BLUE MOMENTUM, LLC, a Wyoming limited liability company (" Jia Blue
28
Momentum" ); and DOES 1-50, inclusive (collectively, " Defendants" ), as follows:
VERIFIED COMPLAINT
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DocuSign Envelope ID: 6889816E-6CE7-4255-8EE6-4E2507FD8951
1 PARTIES
2 1. Plaintiff S&A is now, and at all times relevant herein was, a corporation incorporated
3 under the laws of the State of California. Plaintiff S&A is a family business that provides
4 architectural, structural engineering, development planning and project management services, in
5 collaboration with its clients to develop pragmatic designs for development and construction.
6 2. Plaintiff Stanley Wu is now, and at all time relevant herein was, an individual and
7 resident of the State of California. Plaintiff Stanley Wu is a founding owner and employee of
8 Plaintiff S&A.
9 3. Plaintiff Eva Wu is now, and at all time relevant herein was, an individual and
10 resident of the State of California. Plaintiff Eva Wu is a founding owner and employee of Plaintiff
11 S&A.
12 4. Plaintiffs are informed and believes, and on that basis alleges, that at all times
13 relevant herein, Defendant BGB Group was a California limited liability company, duly organized
14 under the laws of the State of California, with its principal place of business located in Sacramento,
15 California.
16 5. Plaintiffs are informed and believes, and on that basis alleges, that at all times
17 relevant herein, Defendant Golden Moraga was a California limited liability company, duly
18 organized on April 14, 2023 under the laws of the State of California, with its principal place of
19 business located in Sacramento, California.
20 6. Plaintiffs are informed and believes, and on that basis alleges, that at all times
21 relevant herein, Defendant I Quadrant was a California limited liability company, duly organized on
22 February 1, 2022 under the laws of the State of California, with its principal place of business
23 located at Sacramento, California.
24 7. Plaintiffs are informed and believes, and on that basis alleges, that at all times
25 relevant herein, Defendant Good Hens was a California corporation, duly incorporated on May 24,
26 2022 under the laws of the State of California, with its principal place of business located in
27 Alameda County.
28
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VERIFIED COMPLAINT
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DocuSign Envelope ID: 6889816E-6CE7-4255-8EE6-4E2507FD8951
1 8. Plaintiffs are informed and believes, and on that basis alleges, that at all times
2 relevant herein, Defendant Zhen is an individual and a resident of Orinda, California.
3 9. Plaintiffs are informed and believes, and on that basis alleges, that at all times
4 relevant herein, Defendant Hui is an individual and a resident of Alameda County.
5 10. Plaintiffs are informed and believes, and on that basis alleges, that at all times
6 relevant herein, Defendant Jackie Ho is an individual and a resident of Fremont, California.
7 11. Plaintiffs are informed and believes, and on that basis alleges, that at all times
8 relevant herein, Defendant Jia Blue Momentum was a Wyoming limited liability company, duly
9 organized on October 16, 2023 under the laws of the State of Wyoming, and subsequently registered
10 as a foreign entity with the California Secretary of State on October 17, 2023, with its agent for
11 service of process located at Oakland, California.
12 12. The true names and capacities of Does 1 through 25, inclusive, are unknown to
13 Plaintiff, which were the agents or employees of other named defendants and acted within the scope
14 of that agency or employment. The true names and capacities of Does 26 through 50, inclusive, are
15 unknown to Plaintiffs, which therefore sue Defendants by such fictitious names. Plaintiffs are
16 informed and believe and thereon allege that each of the Defendants designated herein as "DOE" is
17 legally and/or equitably responsible in some manner for the events, transactions, occurrences, and
18 happenings alleged herein. Plaintiffs will amend Complaint to allege the true names and capacities
19 of these fictitiously named Defendants when they are ascertained.
20 FACTS COMMON TO ALL CAUSES OF ACTION
21 A. BGB GROUP LLC S PROPERTY ACQUISITIONS
22 13. Plaintiffs are informed and believes, and on that basis alleges, that at or around the
23 beginning of April 2022, Defendant BGB Group purchased real property located in the City of
24 Orinda, County of Contra Costa, State of California, commonly known as 372 Camino Sobrante,
25 Orinda, CA 94563 (the "Orinda Property"). The deed for the Orinda Property was subsequently
26 recorded on April 29, 2022.
27 14. Plaintiffs are informed and believes, and on that basis alleges, that on or before June
28 1, 2022, Defendant BGB Group also purchased real property located in the City of Piedmont,
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VERIFIED COMPLAINT
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DocuSign Envelope ID: 6889816E-6CE7-4255-8EE6-4E2507FD8951
1 County of Alameda, State of California, commonly known as 355 Moraga Avenue, Piedmont, CA
2 94611, bearing Assessor s Parcel No. 050-4579-006 (the " Piedmont Property" ) and is more
3 particularly described as:
PARCEL 1:
4
5 LOT 8 OF " BLAIR PARK TRACT, PIEDMONT, CALIFORNIA, JUNE 1917" FILED
AUGUST 8, 1917 IN MAP BOOK 16, AT PAGE 43, RECORDS OF SAID COUNTY.
6
PARCEL 2:
7
AN EASEMENT FOR DRIVEWAY AND INCIDENTAL PURPOSES OVER 2 FEET OF
8
THE WESTERN LINE OF LOT 7 OF SAID LAND, COMMENCING 15 FEET FROM
9 THE FRONT LINE AND RUNNING FOR 45 FEET TO THE REAR, AS GRANTED IN
DEED EXECUTED BY GUY TAYLOR, ET AL, TO FRED M. EACHUS, RECORDED
10 JUNE 10, 1918 IN BOOK 2684, PAGE 1 OF DEEDS.
11 PARCEL 3:
12
A NON-EXCLUSIVE EASEMENT FOR MOTOR VEHICLE INGRESS AND EGRESS
13 AS DESCRIBED IN EASEMENT GRANT DEED RECORDED AUGUST 31, 1999 AS
INSTRUMENT NO. 1 999-333353 OF OFFICIAL RECORDS AND MORE
14 PARTICULARLY DESCRIBED AS FOLLOWS:
15 SITED IN THE CITY OF PIEDMONT, COUNTY OF ALAMEDA, STATE OF
CALIFORNIA, A PORTION OF LOT 7, AS SAID LOT IS SHOWN ON THE MAP OF
16
" BLAIR PARK TRACT" , AS FILED AUGUST 8, 1917, IN BOOK 16 OF MAPS, AT
17 PAGE 43, IN THE OFFICE OF THE RECORDER OF THE COUNTY OF ALAMEDA,
FURTHER DESCRIBED AS FOLLOWS:
18
BEGINNING AT A POINT ON THE NORTHERLY LINE OF MORAGA AVENUE, SAID
19 POINT BEING THE SOUTHWEST CORNER OF THE AFORESAID LOT 7, ALSO
20 BEING THE SOUTHEAST CORNER OF LOT 8, AS SAID LOT IS SHOWN ON THE
SAID MAP OF " BLAIR PARK TRACT" :
21
THENCE, ALONG THE SOUTHERLY LINE OF SAID LOT 7, N 85°42 00" E, 5.80 FEET
22 TO THE BASE OF A CONCRETE RETAINING WALL AS IT EXISTED IN JULY OF
1999;
23
24 THENCE, N 6°13" 38" E, 64.04 FEET, TO A POINT, DISTANT 0.5 FEET WESTERLY
FROM THE NORTHWEST CORNER OF THE HOUSE SITED ON SAID LOT 7, AS
25 SAID HOUSE EXISTED IN JULY OF 1999;
26 ,,
THENCE N 2°29 22 W, 18.42 FEET, TO A POINT, DISTANT 2.5 FEET SOUTHERLY
FROM THE SOUTHERLY END OF AN 0.8 FOOT WIDE CONCRETE WALL WITH A
27 CURB ATOP, AS SAID WALL EXISTED IN JULY OF 1999;
28
4
VERIFIED COMPLAINT
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DocuSign Envelope ID: 6889816E-6CE7-4255-8EE6-4E2507FD8951
THENCE, S 23°53 22" W, 18.80 FEET, TO A POINT DISTANT 9.0 FEET WESTERLY
1 OF THE AFORESAID NORTHWEST CORNER OF THE HOUSE SITED ON LOT 7;
2
THENCE, S 6°13 38" W, 5.80 FEET, TO A POINT, DISTANT .02 FEET EASTERLY
3 FROM THE NORTHEAST CORNER OF THE OVERHANGING SECOND LEVEL OF
THE HOUSE SITED ON SAID LOT 8, AS SAID HOUSE EXISTED IN JULY OF 1999;
4
THENCE, S 6°13 38" W, 18.94 FEET, TO A POINT, DISTANT 0.7 FEET EASTERLY
5
FROM THE SOUTHEAST CORNER OF THE OVERHANGING SECOND LEVEL OF
6 THE HOUSE SITED ON SAID LOT 8, AS SAID HOUSE EXISTED IN JULY OF 1999;
THENCE, S 8°02 07" W, 41.44 FEET, TO A POINT ON THE SOUTHERLY LINE OF
7 SAID LOT 8.
8 15. Plaintiffs are informed and believes, and on that basis alleges, that Defendant BGB
9 Group purchased the Piedmont Property for $1,650,000, subject to a loan for the principal sum of
10 $1,870,000, which was reflected by deed of trust recorded with the County of Alameda Clerk
11 Recorder, Instrument No. 2022105110.
12 B. INTRODUCTION TO BGB GROUP, LLC S FRAUDULENT SCHEME
13 16. Leading up to April 26, 2022, Defendant BGB Group contacted Plaintiff S&A to
14 request a consultation for the provision of professional services for the Orinda Property, which
15 Defendant BGB Group wished to split into smaller lots, rehabilitate existing property, and to sell the
16 properties for a profit (the " Orinda Project" ).
17 17. On or about April 26, 2022, Plaintiff S&A, including Plaintiffs Stanley Wu and Eva
18 Wu, met with Defendants BGB Group and Hui at the Orinda Property to discuss Defendant BGB
19 Group s objectives with their project, including Defendant BGB Group s interest in the viability of
20 the Orinda Property for an SB9 lot split. During the meeting, Defendant Hui also solicited Plaintiffs
21 interest towards working together on the Orinda Project as a joint venture, separate from the
22 professional services.
23 18. Plaintiffs are informed and believes, and on that basis alleges, that Defendants BGB
24 Group were extremely pleased with Plaintiffs during the in-person meeting at the Orinda Property
25 and contacted Plaintiff S&A to schedule a further meeting.
26 19. On or about April 28, 2022, Plaintiffs met with Defendants BGB Group, Zhen and
27 Hui to discuss the scope of the professional services Defendants BGB Group wanted Plaintiff S&A
28 to complete. The meeting went well and, at the conclusion of the meeting, Defendants BGB Group,
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VERIFIED COMPLAINT
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DocuSign Envelope ID: 6889816E-6CE7-4255-8EE6-4E2507FD8951
1 Zhen and Hui asked Plaintiffs out to lunch to discuss the opportunity for Plaintiffs to collaborate on
2 the Orinda Project as a joint venture.
3 20. On or about May 4, 2022, Plaintiff S&A, which was then-doing business as Benjamin
4 Louie Design Consulting, submitted a written proposal to Defendant BGB Group for the desired
5 professional services, which was accepted in writing by Defendant BGB Group (the " Professional
6 Services Agreement" ). The Professional Services Agreement was intended to represent the
7 professional services Plaintiff S&A would complete in connection with the Orinda Project, including
8 to design, obtain permits, prepare construction plans and provide certain construction management
9 services for the interior renovation of the Orinda Property. Attached as Exhibit A is a true and
10 correct copy of the Professional Services Agreement.
11 21. Following Defendant BGB Group s acceptance of the Service Agreement, Plaintiff
12 S&A immediately began providing the services outlined in the agreement, including drafting and
13 submission of plans to the City of Orinda Planning Department and the Contra Costa County
14 Building Department for Permit No. BIAD22-006648.
15 22. Defendant BGB Group was so pleased with Plaintiff S&A s quality and expediency
16 of work that leading up to May 26, 2022, Defendant BGB Group proposed a joint venture (the " Joint
17 Venture" ) with Plaintiff S&A to jointly develop the Orinda Property together, soliciting Plaintiff
18 S&A for additional services outside the scope of the Service Agreement and to solicit a loan from
19 Plaintiff Stanley Wu and Plaintiff Eva Wu.
20 23. Defendants BGB Group, Zhen and Hui represented to Plaintiffs that Defendant BGB
21 Group personnel possessed construction experience and would be serving as the onsite project
22 manager and superintendent for a majority of the day-to-day construction activities, including
23 sourcing contractors, soliciting bids, and management of the contractors.
24 24. On or about May 26, 2022, Defendant BGB Group and Plaintiff S&A entered into a
25 written joint venture agreement (the " Joint Venture Agreement" ) to develop the Orinda Property,
26 outlining the terms of the Joint Venture. Attached as Exhibit B is a true and correct copy of the Joint
27 Venture Agreement.
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VERIFIED COMPLAINT
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DocuSign Envelope ID: 6889816E-6CE7-4255-8EE6-4E2507FD8951
1 25. As material terms to the Joint Venture Agreement, Defendant BGB Group agreed to
2 form a " Board of Managers" comprised of both Defendant BGB Group and Plaintiff S&A to manage
3 the Joint Venture, including the decision-making for the projects, operation of the Joint Venture
4 business, construction and budgetary matters concerning the Joint Venture, as well as how the
5 Orinda Property would be listed and sold. Defendant BGB Group also agreed to share a periodic
6 accounting with Plaintiff S&A, as Defendant BGB Group would hold and manage all of the funds
7 raised and allocated towards the project.
8 26. Plaintiffs are informed and believes, and on that basis alleges, that throughout the
9 term of the Joint Venture, Defendant BGB Group never disclosed or shared with Plaintiff S&A: any
10 of its management or control of the funds for the Joint Venture; estimates or timeline for
11 construction labor; any of detailed budgets or financial reports; how much Defendant BGB Group
12 or the Joint Venture paid for all of the labor involved with the construction, including construction
13 labor costs purportedly completed by Defendant BGB Group personnel; any detailed accounting; or
14 any financial records.
15 C. BGB Group, LLC s Fraudulent Plan Set in Motion
16 27. On or about July 28, 2022, Plaintiffs Stanley Wu and Eva Wu orally agreed to loan up
17 to the principal sum of $300,000.00, at 7.5% interest per annum, to the Joint Venture, payable upon
18 the issuance of the certificate of occupancy (the " Loan" ). Defendants BGB Group, Zhen and Hui
19 agreed to pay interest on the Loan on a monthly basis.
20 28. On or about July 28, 2022, at the request of Defendant BGB Group, Plaintiff Stanley
21 Wu transferred $100,000 of the Loan to Defendant BGB Group.
22 29. After Plaintiff S&A entered into the Joint Venture and Plaintiffs Stanley Wu and Eva
23 Wu provided the Loan to Defendant BGB Group, Defendant BGB Group s dynamic and relationship
24 with Plaintiffs quickly changed. Although Defendant BGB Group did not share any of the
25 accounting, financial records, or either of the incurred costs or expected costs, it did begin to share a
26 myriad of sudden problems that they were experiencing that required additional funding, including
27 problems with the plumbing, sewer line, demolition and hauling, and the unavailability of any
28 contractors to perform much of the needed work.
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VERIFIED COMPLAINT
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DocuSign Envelope ID: 6889816E-6CE7-4255-8EE6-4E2507FD8951
1 30. On or about September 7, 2022, at the request of Defendant BGB Group, Plaintiff
2 Stanley Wu delivered to Defendant Zhen a cashier s check, payable to Defendant BGB Group, for
3 the remaining $200,000.00 of the Loan to Defendant BGB Group.
4 31. However, the $200,000 loaned in September 2022 vanished as quickly as it appeared.
5 By November 2022, without providing Plaintiffs any explanation or justification, Defendant BGB
6 Group informed Plaintiffs that the Joint Venture was running out of money and required additional
7 funding. Up to this point, Defendant BGB Group still had not shared a complete accounting of the
8 incurred costs, financial records, or the operational information regarding the Joint Venture.
9 However, Defendant BGB Group continued to communicate the constant need for more funding.
10 32. Naturally, Plaintiffs were shocked by the news from Defendant BGB Group and were
11 not prepared to contribute additional funds to the Joint Venture. Therefore, Plaintiff S&A proposed
12 that they and Defendant BGB Group dissolve the Joint Venture. However, Plaintiff S&A was met
13 with immediate resistance by Defendant BGB Group, who proposed that it would contribute more
14 money to the Joint Venture in exchange for Plaintiff S&A surrendering just 11.5% of their interest in
15 the Joint Venture to Defendant BGB Group. Defendant BGB Group insisted that the Joint Venture
16 could complete the project if Plaintiff S&A agreed to their proposal.
17 33. On November 10, 2022, relying on Defendant BGB Group s assurances, Plaintiff
18 S&A entered into the Joint Venture Agreement Amendment (the " JV Amendment" ). Attached as
19 Exhibit C is a true and correct copy of the JV Amendment.
20 34. Although Plaintiff S&A agreed to the Amendment, it nonetheless grew increasingly
21 concerned because Defendant BGB Group continued to withhold the accounting, budget, and
22 operational information pertaining to the Joint Venture, including the financial records, contractor
23 bids, and budget estimates. And although Defendant BGB Group s assurances in November 2022
24 that the project could be completed with their infusion of additional funds, Defendant BGB Group
25 continued to complain that there was insufficient funding for the project. However, despite repeated
26 requests from Plaintiffs, Defendant BGB Group continued to stonewall Plaintiff regarding how the
27 funding was being spent.
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VERIFIED COMPLAINT
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DocuSign Envelope ID: 6889816E-6CE7-4255-8EE6-4E2507FD8951
1 35. On or about March 20, 2023, Defendant BGB Group announced that it was forced to
2 stop construction of the Orinda Property due to insufficient funding, demanding that Plaintiff S&A
3 contribute more money to the joint venture under Defendant BGB Group s control to fund the Joint
4 Venture. Defendant BGB Group threatened that unless Plaintiff S&A contributed more money, the
5 Orinda Property project would remain incomplete and unfinished.
6 36. On or about March 28, 2023, after a week of inactivity in the construction of the
7 Orinda Property, Plaintiff S&A again proposed to Defendant BGB Group that the joint venture
8 dissolve. Plaintiff S&A requested that Defendant BGB Group reimburse Plaintiff S&A for all of its
9 out-of-pocket costs, pay Plaintiff S&A for services rendered under the Professional Services
10 Agreement, and that Defendant BGB Group repay the Loan by July 1, 2023. Defendant BGB Group
11 refused and continued to demand that Plaintiff S&A needed to contribute more funds to the project.
12 37. Following continued inactivity regarding the Orinda Property, Defendant BGB Group
13 informed Plaintiffs that it discovered a private lender to fund an additional $100,000 to $120,000 to
14 complete the project. Defendant BGB Group introduced Defendant Jackie Ho to Plaintiff S&A as a
15 private lender, willing to loan the joint venture money at an interest rate of 10-20% per annum.
16 Defendant BGB Group insisted that this was the only possible avenue to salvage and complete the
17 project. Defendant BGB Group did not disclose to Plaintiff S&A that Defendant Jackie Ho was also
18 an owner of Defendant I Quadrant, which co-owned Defendant BGB Group.
19 38. Although Plaintiff S&A was reluctant, it relied on Defendant BGB Group s warning
20 that the entire project would suffer catastrophic loss without this loan and agreed to permit the Joint
21 Venture to accept the loan from Defendant Jackie Ho. On or about April 20, 2023, Defendant BGB
22 Group signed a promissory note in favor of Defendant Jackie Ho for the sum of $120,000, at an
23 interest rate of 18% per annum. On or about May 9, 2023, Defendant BGB Group also entered into a
24 security agreement with Defendant Jackie Ho and recorded a deed of trust in connection with the
25 loan against the Orinda Property.
26 39. Plaintiffs are informed and believes, and on that basis alleges, that, unbeknown to
27 Plaintiffs at the time, Defendant Jackie Ho did not transfer $120,000 to Defendant BGB Group as
28
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VERIFIED COMPLAINT
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DocuSign Envelope ID: 6889816E-6CE7-4255-8EE6-4E2507FD8951
1 claimed by the promissory note. And no money was exchanged between Defendant Jackie Ho and
2 Defendant BGB Group.
3 40. On or about June 27, 2023, Defendant BGB Group communicated with Plaintiff S&A
4 that the joint venture has yet again run over budget and Defendant BGB Group required more money
5 from Plaintiff S&A to complete the project. Defendant BGB Group provided a general estimate
6 based on the remaining construction to complete, which was the first time BGB Group had provided
7 any records or estimates regarding the project or the costs associated with the project. However, the
8 general estimate also included numerous features that were outside of the original plans that
9 Defendant BGB Group unilaterally elected to begin work on without notice to Plaintiff S&A, their
10 feedback, or their approval.
11 41. Although Defendant BGB Group was unable to squeeze Plaintiff S&A for more
12 money, the Joint Venture was miraculously able to complete the project without any further funding
13 despite that Defendant BGB Group had claimed otherwise.
14 42. On or about July 25, 2023, the Contra Costa County Building Department issued the
15 certificate of occupancy for the Orinda Property.
16 43. Plaintiffs are informed and believes, and on that basis alleges, that on or about August
17 4, 2023, Defendant BGB Group listed the Orinda Property for sale.
18 44. On or about September 25, 2023, the Orinda Property was sold for $2,275,000.00. As
19 part of the sale, escrow paid $113,750 in commissions, $1,515,381.60 to the lender, and $128,699.18
20 to Defendant Jackie Ho, together with additional closing costs and fees, leaving a net balance of
21 $509,150.52 due to Defendant BGB Group as the seller.
22 D. Defendant BGB Group, LLC s Fraudulent Transfers
23 45. Plaintiffs are informed and believes, and on that basis alleges, that on September 22,
24 2023, unbeknownst to Plaintiffs, Defendant BGB Group transferred legal title to the Piedmont
25 Property by grant deed to Defendant Golden Moraga for no consideration, which was recorded with
26 the Alameda County Clerk Recorder, Instrument No. 2023108883. Defendant BGB Group claimed
27 that the grant deed was exempt from transfer tax pursuant to Revenue and Tax Code section 11925,
28 on the basis that Defendant BGB and Defendant Golden Moraga are comprised of the same parties
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VERIFIED COMPLAINT
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DocuSign Envelope ID: 6889816E-6CE7-4255-8EE6-4E2507FD8951
1 and their proportional interest remains the same following transfer. The deed of trust to the Piedmont
2 Property was not assigned to Defendant Golden Moraga. Attached as Exhibit D is a true and correct
3 copy of the grant deed.
4 46. On September 27, 2023, Plaintiff Eva Wu requested that Defendants BGB Group,
5 Zhen and Hui meet with Plaintiffs to discuss the profit and loss of the Joint Venture. Defendant Hui
6 answered that he would reach out when he was free.
7 47. On or about September 30, 2023, after Defendant BGB Group transferred away its
8 remaining assets to Defendant Golden Moraga, Defendant BGB Group informed Plaintiffs that the
9 Joint Venture had resulted in a loss and proposed a distribution of the losses that deviated from the
10 JV Agreement. Defendants BGB Group also informed Plaintiffs that it would not pay fees due to
11 Plaintiff S&A under the Professional Services Agreement and it would not repay the Loan to
12 Plaintiffs Stanley Wu or Eva Wu.
13 48. Between September 30, 2023 and October 4, 2023, Plaintiffs attempted in vain to
14 reason with Defendants BGB Group, Zhen and Hui, imploring them to abide by the agreements, the
15 Loan terms, and the JV Agreement. However, Defendant BGB Group insisted that neither it nor the
16 Joint Venture would follow the terms of the JV Agreement, pay for the professional services or
17 repay the Loan.
18 49. On or about October 6, 2023, with the parties unable to come to an agreement,
19 Plaintiff S&A requested that Defendants Hui and Zhen meet in-person with them. Defendant Hui
20 initially resisted and explained that he would be out of town in New York until October 19, 2023.
21 50. On or about October 16, 2023, after over a week of evasive and noncommittal replies
22 to Plaintiff S&A s attempts to schedule a meeting, Defendants Zhen and Hui finally agreed to meet
23 in-person with Plaintiff S&A on October 21, 2023 at a Peet s Coffee in Emeryville, California. After
24 following up on October 20, 2023, Plaintiff S&A confirmed with Defendant Hui that the meeting
25 with Defendants Zhen and Hui would take place on the following day.
26 51. Plaintiffs are informed and believe, and on that basis allege, that, unbeknownst to
27 Plaintiffs, Defendants was just then completing construction on Piedmont Property and on October
28 20, 2023, upon completing construction, Defendants transferred legal title to the Piedmont Property
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VERIFIED COMPLAINT
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DocuSign Envelope ID: 6889816E-6CE7-4255-8EE6-4E2507FD8951
1 again, this time to Defendant Jia Blue Momentum. Similar to the earlier transfer, the deed of trust to
2 the Piedmont Property was not assigned to Defendant Jia Blue Momentum. Attached as Exhibit E is
3 a true and correct copy of the grant deed.
4 52. On the morning of the following day, October 21, 2023, Defendant Zhen contacted
5 Plaintiff S&A, claiming that Defendant Hui was " in a facility due to [a] DUI last night" in New
6 York and that the meeting would need to be rescheduled. Defendant Zhen also claimed that he could
7 not meet, because he was " no longer running the show" for BGB Group and that BGB Group was
8 " no more." Defendant Zhen informed Plaintiff S&A that it should stop communicating with him and
9 direct all further communications to only Defendant Hui, who suddenly became completely
10 unreachable from that point forward.
11 53. Plaintiffs are informed and believes, and on that basis alleges, that when Defendant
12 BGB Group solicited Plaintiff S&A to form the Joint Venture, including the solicitation of the Loan
13 from Plaintiffs Stanley Wu and Eva Wu, Defendant BGB Group intended to use the Joint Venture to
14 fund its development and construction of the Piedmont Property.
15 54. Plaintiffs are informed and believes, and on that basis alleges, that during the Joint
16 Venture, from approximately June 28, 2022 through September 25, 2023, Defendant BGB Group
17 deliberately siphoned the funds it solicited from Plaintiff S&A for the Joint Venture and the Loan
18 proceeds it received from Plaintiffs Stanley Wu and Eva Wu to use towards Defendant BGB
19 Group s development and construction of the Piedmont Property.
20 55. Plaintiffs are informed and believes, and on that basis alleges, that Defendant BGB
21 Group used the proceeds from the sale of the Orinda Property to pay for the remaining construction
22 and liabilities to complete its Piedmont Property project and transfer the remaining funds to
23 Defendants I Quadrant, Good Hen, Zhen, Hui and Jackie Ho.
24 56. Plaintiffs are informed and believes, and on that basis alleges, that Defendant Hui s
25 legal name is not Benjamin Hui and that all relevant times herein, Defendant Hui deliberately gave a
26 false name to Plaintiffs with the intention that Defendant Zhen would place the blame on Defendant
27 Hui for Plaintiffs to futilely chase.
28 //
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DocuSign Envelope ID: 6889816E-6CE7-4255-8EE6-4E2507FD8951
1 ALTER EGO ALLEGATIONS
2 57. Plaintiffs are informed and believe, and on that basis allege, that Defendant Good
3 Hens was at all relevant times herein the alter ego corporation of Defendant Hui by reason of the
4 following:
5 a. Plaintiffs are informed and believe, and on that basis allege, that Defendant
6 Hui, at all times herein mentioned, completely controlled, dominated, managed and operated
7 Defendant Good Hens as well as the business, property and affairs of the corporation;
8 b. Plaintiffs are informed and believe, and on that basis allege, that there existed
9 and now exists a unity of interest and ownership between Defendant Hui and Defendant Good Hens,
10 where the individual and separateness of Defendant Hui and Defendant Good Hens have ceased;
11 c. Plaintiffs are informed and believe, and on that basis allege, that at all times
12 since the incorporation of Defendant Good Hens, the corporation has been and now continues as a
13 mere shell and naked framework which Defendant Hui used as a conduit for the conduct of his
14 personal business, property and affairs;
15 d. Plaintiffs are informed and believe, and on that basis allege, that Defendant
16 Good Hens was created and continued pursuant to a fraudulent plan, scheme and device conceived
17 and operated by Defendant Hui, whereby the income, revenue and profits of Defendant Good Hens
18 were diverted by Defendant Hui to himself;
19 e. Plaintiffs are informed and believe, and on that basis allege, that Defendant
20 Good Hens was organized by Defendant Hui as a device to avoid individual liability and for the
21 purpose of substituting a financially irresponsible corporation in the place and stead of Defendant
22 Hui, where Defendant Good Hens was formed and maintained with capitalization that was totally
23 inadequate for the business in which it was engaged; and
24 f. Plaintiffs are informed and believe, and on that basis allege, that Defendant
25 Good Hens is insolvent.
26 58. Plaintiffs are informed and believe, and on that basis allege, that Defendant I
27 Quadrant was at all relevant times herein the alter ego limited liability company of Defendants Zhen
28 and Jackie Ho by reason of the following:
13
VERIFIED COMPLAINT
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DocuSign Envelope ID: 6889816E-6CE7-4255-8EE6-4E2507FD8951
1 a. Plaintiffs are informed and believe, and on that basis allege, that Defendants
2 Zhen and Jackie Ho, at all times herein mentioned, completely controlled, dominated, managed and
3 operated Defendant I Quadrant as well as the business, property and affairs of the limited liability
4 company;
5 b. Plaintiffs are informed and believe, and on that basis allege, that there existed
6 and now exists a unity of interest and ownership between Defendants Zhen and Jackie Ho and
7 Defendant I Quadrant, where the individual and separateness of Defendants Zhen and Jackie Ho and
8 Defendant I Quadrant have ceased;
9 c. Plaintiffs are informed and believe, and on that basis allege, that at all times
10 since the organization of Defendant I Quadrant, the limited liability company has been and now
11 continues as a mere shell and naked framework which Defendants Zhen and Jackie Ho used as a
12 conduit for the conduct of their personal business, property and affairs;
13 d. Plaintiffs are informed and believe, and on that basis allege, that Defendant I
14 Quadrant was created and continued pursuant to a fraudulent plan, scheme and device conceived and
15 operated by Defendants Zhen and Jackie Ho, whereby the income, revenue and profits of Defendant
16 I Quadrant were diverted by Defendants Zhen and Jackie Ho to themselves;
17 e. Plaintiffs are informed and believe, and on that basis allege, that Defendant I
18 Quadrant was organized by Defendants Zhen and Jackie Ho as a device to avoid individual liability
19 and for the purpose of substituting a financially irresponsible limited liability company in the place
20 and stead of Defendants Zhen and Jackie Ho, where Defendant I Quadrant was formed and
21 maintained with capitalization that was totally inadequate for the business in which it was engaged;
22 and
23 f. Plaintiffs are informed and believe, and on that basis allege, that Defendant I
24 Quadrant is insolvent.
25 SINGLE BUSINESS ENTERPRISE LIABILITY AGAINST DEFENDANTS
26 59. Plaintiffs are informed and believe, and on that basis allege, that at all relevant times
27 and continuing to the present, Defendants BGB Group, Golden Moraga, I Quadrant, Jia Blue
28 Momentum and Good Hens have operated, and currently operate, as a single business enterprise.
14
VERIFIED COMPLAINT
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DocuSign Envelope ID: 6889816E-6CE7-4255-8EE6-4E2507FD8951
1 Though such defendants have multiple corporate, entity, and individual personalities, there is but one
2 enterprise and this enterprise has been so handled that it should respond, as a whole, for the acts
3 committed by Defendant BGB Group as alleged herein. Each corporation, individual and entity has
4 been, and is, merely an instrument and conduit for the others in the prosecution of a single business
5 venture. There is such a unity of interest and ownership among these defendants that the separate
6 personalities of the corporations, individual and entities no longer exist.
7 60. Plaintiffs are informed and believe, and on that basis allege, that if the acts of
8 Defendants BGB Group, Golden Moraga, I Quadrant, Jia Blue Momentum, Good Hens and Does 2-
9 50 are treated as those of one or both alone, an inequitable result will follow in that these defendants
10 may have insufficient assets to respond to the ultimate judgment of compensatory damages, costs,
11 and fees entered in this case.
12 FIRST CAUSE OF ACTION
13 Fraud as to all Defendants
14 61. Plaintiffs incorporates by reference the allegations of paragraph 1 through 59, as if
15 fully set forth herein.
16 62. Defendants BGB Group, Zhen and Hui communicated numerous misrepresentations
17 to Plaintiffs, including but not limited to the following:
18 a. Defendants BGB Group, Zhen and Hui represented that Defendant Hui s
19 name is Benjamin Hui.
20 b. Defendants BGB Group, Zhen and Hui represented that they were
21 experienced residential rehab developers with extensive experience, including in-house members
22 that possessed extensive experience performing the duties of a foreman or superintendent.
23 c. Defendants BGB Group, Zhen and Hui represented that it would pay Plaintiff
24 S&A according to the Services Agreement in consideration for the extensive professional services
25 Defendants BGB Group, Zhen and Hui needed for their project.
26 d. Defendants BGB Group, Zhen and Hui represented that it would give Plaintiff
27 S&A fifty percent (50%) of the profit after the sale of the Orinda Property in exchange for Plaintiff
28 S&A contributing services described in the Joint Venture Agreement.
15
VERIFIED COMPLAINT
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DocuSign Envelope ID: 6889816E-6CE7-4255-8EE6-4E2507FD8951
1 e. Defendants BGB Group, Zhen and Hui represented that if Plaintiffs Stanley
2 Wu and Eva loaned $300,000, the money would be used towards the construction costs of the Orinda
3 Property.
4 f. Defendants BGB Group, Zhen and Hui represented that if Defendant BGB
5 Group contributed additional funds, in exchange for 11.5% of the Joint Venture interest from
6 Plaintiff S&A, the project could be completed.
7 g. Defendants BGB Group, Zhen and Hui represented that a loan from
8 Defendant Jackie Ho to the Joint Venture, at an unlawful amount of interest, was the only way that
9 the Orinda Property project could be completed.
10 63. Defendants BGB Group, Zhen and Hui knew that these misrepresentations were false
11 and when each made these misrepresentations, or that each of Defendants BGB Group, Zhen and
12 Hui recklessly made each of these misrepresentations without regard for its respective truth.
13 64. Defenda
Preview
II DocuSign Envelope ID: 6889816E-6CE7-4255-8EE6-4E2507FD8951 1 ALVIN H. LEE SBN 284718 LAW OFFICES OF ALVIN H. LEE 2 6400 VILLAGE PKWY, STE 201 3 DUBLIN, CA 94568 TELEPHONE: (925) 338-9882 4 EMAIL: ALVIN@ALVINLEELAW.COM 5 ATTORNEY FOR PLAINTIFFS, SUNSET & ANNEX, INC., STANLEY WU AND EVA WU 6 SUPERIOR COURT OF THE STATE OF CALIFORNIA 7 FOR THE COUNTY OF SACRAMENTO 8 CIVIL UNLIMITED JURISDICTION 9 10 SUNSET & ANNEX, INC., a California Case No. corporation; STANLEY WU; and EVA WU, 11 VERIFIED COMPLAINT: Plaintiffs, (1) Fraud; 12 (2) Negligent Misrepresentation; vs. (3) Fraudulent Transfer; 13 (4) Conspiracy to Commit Fraudulent BGB GROUP, LLC, a California limited Transfer; liability company; GOLDEN MORAGA, LLC, (5) Breach of Fiduciary Duty; 14 a California limited liability company; I (6) Constructive Trust by Fraudulent QUADRANT, LLC, a California limited Conveyance; 15 liability company; GOOD HENS, INC., a (7) Breach of Contract; California corporation; YONGBIN ZHEN, aka (8) Money Had and Received; and 16 Barry Zhen; BENJAMIN HUI, aka Ben Hui; (9) Unjust Enrichment. JACKIE HOI PING HO; JIA BLUE 17 MOMENTUM, LLC, a Wyoming limited liability company; and DOES 1-50, inclusive, 18 Defendants. 19 20 Plaintiffs, SUNSET & ANNEX, INC., a California corporation (" S&A" ), STANLEY WU 21 (" Stanley Wu" ), and EVA WU (" Eva Wu" and together with S&A and Stanley Wu, " Plaintiffs" ), 22 files this Verified Complaint ("Complaint") against Defendants, BGB GROUP, LLC, a California 23 limited liability company (" BGB Group" ), GOLDEN MORAGA, LLC, a California limited liability 24 company (" Golden Moraga" ), I QUADRANT, LLC, a California limited liability company (" I 25 Quadrant" ), GOOD HENS, INC., a California corporation (" Good Hens" ), YONGBIN ZHEN, aka 26 Barry Zhen (" Zhen" ), BENJAMIN HUI, aka Ben Hui (" Hui" ), JACKIE HOI PING HO (" Jackie 27 Ho" ); JIA BLUE MOMENTUM, LLC, a Wyoming limited liability company (" Jia Blue 28 Momentum" ); and DOES 1-50, inclusive (collectively, " Defendants" ), as follows: VERIFIED COMPLAINT II DocuSign Envelope ID: 6889816E-6CE7-4255-8EE6-4E2507FD8951 1 PARTIES 2 1. Plaintiff S&A is now, and at all times relevant herein was, a corporation incorporated 3 under the laws of the State of California. Plaintiff S&A is a family business that provides 4 architectural, structural engineering, development planning and project management services, in 5 collaboration with its clients to develop pragmatic designs for development and construction. 6 2. Plaintiff Stanley Wu is now, and at all time relevant herein was, an individual and 7 resident of the State of California. Plaintiff Stanley Wu is a founding owner and employee of 8 Plaintiff S&A. 9 3. Plaintiff Eva Wu is now, and at all time relevant herein was, an individual and 10 resident of the State of California. Plaintiff Eva Wu is a founding owner and employee of Plaintiff 11 S&A. 12 4. Plaintiffs are informed and believes, and on that basis alleges, that at all times 13 relevant herein, Defendant BGB Group was a California limited liability company, duly organized 14 under the laws of the State of California, with its principal place of business located in Sacramento, 15 California. 16 5. Plaintiffs are informed and believes, and on that basis alleges, that at all times 17 relevant herein, Defendant Golden Moraga was a California limited liability company, duly 18 organized on April 14, 2023 under the laws of the State of California, with its principal place of 19 business located in Sacramento, California. 20 6. Plaintiffs are informed and believes, and on that basis alleges, that at all times 21 relevant herein, Defendant I Quadrant was a California limited liability company, duly organized on 22 February 1, 2022 under the laws of the State of California, with its principal place of business 23 located at Sacramento, California. 24 7. Plaintiffs are informed and believes, and on that basis alleges, that at all times 25 relevant herein, Defendant Good Hens was a California corporation, duly incorporated on May 24, 26 2022 under the laws of the State of California, with its principal place of business located in 27 Alameda County. 28 2 VERIFIED COMPLAINT II DocuSign Envelope ID: 6889816E-6CE7-4255-8EE6-4E2507FD8951 1 8. Plaintiffs are informed and believes, and on that basis alleges, that at all times 2 relevant herein, Defendant Zhen is an individual and a resident of Orinda, California. 3 9. Plaintiffs are informed and believes, and on that basis alleges, that at all times 4 relevant herein, Defendant Hui is an individual and a resident of Alameda County. 5 10. Plaintiffs are informed and believes, and on that basis alleges, that at all times 6 relevant herein, Defendant Jackie Ho is an individual and a resident of Fremont, California. 7 11. Plaintiffs are informed and believes, and on that basis alleges, that at all times 8 relevant herein, Defendant Jia Blue Momentum was a Wyoming limited liability company, duly 9 organized on October 16, 2023 under the laws of the State of Wyoming, and subsequently registered 10 as a foreign entity with the California Secretary of State on October 17, 2023, with its agent for 11 service of process located at Oakland, California. 12 12. The true names and capacities of Does 1 through 25, inclusive, are unknown to 13 Plaintiff, which were the agents or employees of other named defendants and acted within the scope 14 of that agency or employment. The true names and capacities of Does 26 through 50, inclusive, are 15 unknown to Plaintiffs, which therefore sue Defendants by such fictitious names. Plaintiffs are 16 informed and believe and thereon allege that each of the Defendants designated herein as "DOE" is 17 legally and/or equitably responsible in some manner for the events, transactions, occurrences, and 18 happenings alleged herein. Plaintiffs will amend Complaint to allege the true names and capacities 19 of these fictitiously named Defendants when they are ascertained. 20 FACTS COMMON TO ALL CAUSES OF ACTION 21 A. BGB GROUP LLC S PROPERTY ACQUISITIONS 22 13. Plaintiffs are informed and believes, and on that basis alleges, that at or around the 23 beginning of April 2022, Defendant BGB Group purchased real property located in the City of 24 Orinda, County of Contra Costa, State of California, commonly known as 372 Camino Sobrante, 25 Orinda, CA 94563 (the "Orinda Property"). The deed for the Orinda Property was subsequently 26 recorded on April 29, 2022. 27 14. Plaintiffs are informed and believes, and on that basis alleges, that on or before June 28 1, 2022, Defendant BGB Group also purchased real property located in the City of Piedmont, 3 VERIFIED COMPLAINT II DocuSign Envelope ID: 6889816E-6CE7-4255-8EE6-4E2507FD8951 1 County of Alameda, State of California, commonly known as 355 Moraga Avenue, Piedmont, CA 2 94611, bearing Assessor s Parcel No. 050-4579-006 (the " Piedmont Property" ) and is more 3 particularly described as: PARCEL 1: 4 5 LOT 8 OF " BLAIR PARK TRACT, PIEDMONT, CALIFORNIA, JUNE 1917" FILED AUGUST 8, 1917 IN MAP BOOK 16, AT PAGE 43, RECORDS OF SAID COUNTY. 6 PARCEL 2: 7 AN EASEMENT FOR DRIVEWAY AND INCIDENTAL PURPOSES OVER 2 FEET OF 8 THE WESTERN LINE OF LOT 7 OF SAID LAND, COMMENCING 15 FEET FROM 9 THE FRONT LINE AND RUNNING FOR 45 FEET TO THE REAR, AS GRANTED IN DEED EXECUTED BY GUY TAYLOR, ET AL, TO FRED M. EACHUS, RECORDED 10 JUNE 10, 1918 IN BOOK 2684, PAGE 1 OF DEEDS. 11 PARCEL 3: 12 A NON-EXCLUSIVE EASEMENT FOR MOTOR VEHICLE INGRESS AND EGRESS 13 AS DESCRIBED IN EASEMENT GRANT DEED RECORDED AUGUST 31, 1999 AS INSTRUMENT NO. 1 999-333353 OF OFFICIAL RECORDS AND MORE 14 PARTICULARLY DESCRIBED AS FOLLOWS: 15 SITED IN THE CITY OF PIEDMONT, COUNTY OF ALAMEDA, STATE OF CALIFORNIA, A PORTION OF LOT 7, AS SAID LOT IS SHOWN ON THE MAP OF 16 " BLAIR PARK TRACT" , AS FILED AUGUST 8, 1917, IN BOOK 16 OF MAPS, AT 17 PAGE 43, IN THE OFFICE OF THE RECORDER OF THE COUNTY OF ALAMEDA, FURTHER DESCRIBED AS FOLLOWS: 18 BEGINNING AT A POINT ON THE NORTHERLY LINE OF MORAGA AVENUE, SAID 19 POINT BEING THE SOUTHWEST CORNER OF THE AFORESAID LOT 7, ALSO 20 BEING THE SOUTHEAST CORNER OF LOT 8, AS SAID LOT IS SHOWN ON THE SAID MAP OF " BLAIR PARK TRACT" : 21 THENCE, ALONG THE SOUTHERLY LINE OF SAID LOT 7, N 85°42 00" E, 5.80 FEET 22 TO THE BASE OF A CONCRETE RETAINING WALL AS IT EXISTED IN JULY OF 1999; 23 24 THENCE, N 6°13" 38" E, 64.04 FEET, TO A POINT, DISTANT 0.5 FEET WESTERLY FROM THE NORTHWEST CORNER OF THE HOUSE SITED ON SAID LOT 7, AS 25 SAID HOUSE EXISTED IN JULY OF 1999; 26 ,, THENCE N 2°29 22 W, 18.42 FEET, TO A POINT, DISTANT 2.5 FEET SOUTHERLY FROM THE SOUTHERLY END OF AN 0.8 FOOT WIDE CONCRETE WALL WITH A 27 CURB ATOP, AS SAID WALL EXISTED IN JULY OF 1999; 28 4 VERIFIED COMPLAINT II DocuSign Envelope ID: 6889816E-6CE7-4255-8EE6-4E2507FD8951 THENCE, S 23°53 22" W, 18.80 FEET, TO A POINT DISTANT 9.0 FEET WESTERLY 1 OF THE AFORESAID NORTHWEST CORNER OF THE HOUSE SITED ON LOT 7; 2 THENCE, S 6°13 38" W, 5.80 FEET, TO A POINT, DISTANT .02 FEET EASTERLY 3 FROM THE NORTHEAST CORNER OF THE OVERHANGING SECOND LEVEL OF THE HOUSE SITED ON SAID LOT 8, AS SAID HOUSE EXISTED IN JULY OF 1999; 4 THENCE, S 6°13 38" W, 18.94 FEET, TO A POINT, DISTANT 0.7 FEET EASTERLY 5 FROM THE SOUTHEAST CORNER OF THE OVERHANGING SECOND LEVEL OF 6 THE HOUSE SITED ON SAID LOT 8, AS SAID HOUSE EXISTED IN JULY OF 1999; THENCE, S 8°02 07" W, 41.44 FEET, TO A POINT ON THE SOUTHERLY LINE OF 7 SAID LOT 8. 8 15. Plaintiffs are informed and believes, and on that basis alleges, that Defendant BGB 9 Group purchased the Piedmont Property for $1,650,000, subject to a loan for the principal sum of 10 $1,870,000, which was reflected by deed of trust recorded with the County of Alameda Clerk 11 Recorder, Instrument No. 2022105110. 12 B. INTRODUCTION TO BGB GROUP, LLC S FRAUDULENT SCHEME 13 16. Leading up to April 26, 2022, Defendant BGB Group contacted Plaintiff S&A to 14 request a consultation for the provision of professional services for the Orinda Property, which 15 Defendant BGB Group wished to split into smaller lots, rehabilitate existing property, and to sell the 16 properties for a profit (the " Orinda Project" ). 17 17. On or about April 26, 2022, Plaintiff S&A, including Plaintiffs Stanley Wu and Eva 18 Wu, met with Defendants BGB Group and Hui at the Orinda Property to discuss Defendant BGB 19 Group s objectives with their project, including Defendant BGB Group s interest in the viability of 20 the Orinda Property for an SB9 lot split. During the meeting, Defendant Hui also solicited Plaintiffs 21 interest towards working together on the Orinda Project as a joint venture, separate from the 22 professional services. 23 18. Plaintiffs are informed and believes, and on that basis alleges, that Defendants BGB 24 Group were extremely pleased with Plaintiffs during the in-person meeting at the Orinda Property 25 and contacted Plaintiff S&A to schedule a further meeting. 26 19. On or about April 28, 2022, Plaintiffs met with Defendants BGB Group, Zhen and 27 Hui to discuss the scope of the professional services Defendants BGB Group wanted Plaintiff S&A 28 to complete. The meeting went well and, at the conclusion of the meeting, Defendants BGB Group, 5 VERIFIED COMPLAINT II DocuSign Envelope ID: 6889816E-6CE7-4255-8EE6-4E2507FD8951 1 Zhen and Hui asked Plaintiffs out to lunch to discuss the opportunity for Plaintiffs to collaborate on 2 the Orinda Project as a joint venture. 3 20. On or about May 4, 2022, Plaintiff S&A, which was then-doing business as Benjamin 4 Louie Design Consulting, submitted a written proposal to Defendant BGB Group for the desired 5 professional services, which was accepted in writing by Defendant BGB Group (the " Professional 6 Services Agreement" ). The Professional Services Agreement was intended to represent the 7 professional services Plaintiff S&A would complete in connection with the Orinda Project, including 8 to design, obtain permits, prepare construction plans and provide certain construction management 9 services for the interior renovation of the Orinda Property. Attached as Exhibit A is a true and 10 correct copy of the Professional Services Agreement. 11 21. Following Defendant BGB Group s acceptance of the Service Agreement, Plaintiff 12 S&A immediately began providing the services outlined in the agreement, including drafting and 13 submission of plans to the City of Orinda Planning Department and the Contra Costa County 14 Building Department for Permit No. BIAD22-006648. 15 22. Defendant BGB Group was so pleased with Plaintiff S&A s quality and expediency 16 of work that leading up to May 26, 2022, Defendant BGB Group proposed a joint venture (the " Joint 17 Venture" ) with Plaintiff S&A to jointly develop the Orinda Property together, soliciting Plaintiff 18 S&A for additional services outside the scope of the Service Agreement and to solicit a loan from 19 Plaintiff Stanley Wu and Plaintiff Eva Wu. 20 23. Defendants BGB Group, Zhen and Hui represented to Plaintiffs that Defendant BGB 21 Group personnel possessed construction experience and would be serving as the onsite project 22 manager and superintendent for a majority of the day-to-day construction activities, including 23 sourcing contractors, soliciting bids, and management of the contractors. 24 24. On or about May 26, 2022, Defendant BGB Group and Plaintiff S&A entered into a 25 written joint venture agreement (the " Joint Venture Agreement" ) to develop the Orinda Property, 26 outlining the terms of the Joint Venture. Attached as Exhibit B is a true and correct copy of the Joint 27 Venture Agreement. 28 6 VERIFIED COMPLAINT II DocuSign Envelope ID: 6889816E-6CE7-4255-8EE6-4E2507FD8951 1 25. As material terms to the Joint Venture Agreement, Defendant BGB Group agreed to 2 form a " Board of Managers" comprised of both Defendant BGB Group and Plaintiff S&A to manage 3 the Joint Venture, including the decision-making for the projects, operation of the Joint Venture 4 business, construction and budgetary matters concerning the Joint Venture, as well as how the 5 Orinda Property would be listed and sold. Defendant BGB Group also agreed to share a periodic 6 accounting with Plaintiff S&A, as Defendant BGB Group would hold and manage all of the funds 7 raised and allocated towards the project. 8 26. Plaintiffs are informed and believes, and on that basis alleges, that throughout the 9 term of the Joint Venture, Defendant BGB Group never disclosed or shared with Plaintiff S&A: any 10 of its management or control of the funds for the Joint Venture; estimates or timeline for 11 construction labor; any of detailed budgets or financial reports; how much Defendant BGB Group 12 or the Joint Venture paid for all of the labor involved with the construction, including construction 13 labor costs purportedly completed by Defendant BGB Group personnel; any detailed accounting; or 14 any financial records. 15 C. BGB Group, LLC s Fraudulent Plan Set in Motion 16 27. On or about July 28, 2022, Plaintiffs Stanley Wu and Eva Wu orally agreed to loan up 17 to the principal sum of $300,000.00, at 7.5% interest per annum, to the Joint Venture, payable upon 18 the issuance of the certificate of occupancy (the " Loan" ). Defendants BGB Group, Zhen and Hui 19 agreed to pay interest on the Loan on a monthly basis. 20 28. On or about July 28, 2022, at the request of Defendant BGB Group, Plaintiff Stanley 21 Wu transferred $100,000 of the Loan to Defendant BGB Group. 22 29. After Plaintiff S&A entered into the Joint Venture and Plaintiffs Stanley Wu and Eva 23 Wu provided the Loan to Defendant BGB Group, Defendant BGB Group s dynamic and relationship 24 with Plaintiffs quickly changed. Although Defendant BGB Group did not share any of the 25 accounting, financial records, or either of the incurred costs or expected costs, it did begin to share a 26 myriad of sudden problems that they were experiencing that required additional funding, including 27 problems with the plumbing, sewer line, demolition and hauling, and the unavailability of any 28 contractors to perform much of the needed work. 7 VERIFIED COMPLAINT II DocuSign Envelope ID: 6889816E-6CE7-4255-8EE6-4E2507FD8951 1 30. On or about September 7, 2022, at the request of Defendant BGB Group, Plaintiff 2 Stanley Wu delivered to Defendant Zhen a cashier s check, payable to Defendant BGB Group, for 3 the remaining $200,000.00 of the Loan to Defendant BGB Group. 4 31. However, the $200,000 loaned in September 2022 vanished as quickly as it appeared. 5 By November 2022, without providing Plaintiffs any explanation or justification, Defendant BGB 6 Group informed Plaintiffs that the Joint Venture was running out of money and required additional 7 funding. Up to this point, Defendant BGB Group still had not shared a complete accounting of the 8 incurred costs, financial records, or the operational information regarding the Joint Venture. 9 However, Defendant BGB Group continued to communicate the constant need for more funding. 10 32. Naturally, Plaintiffs were shocked by the news from Defendant BGB Group and were 11 not prepared to contribute additional funds to the Joint Venture. Therefore, Plaintiff S&A proposed 12 that they and Defendant BGB Group dissolve the Joint Venture. However, Plaintiff S&A was met 13 with immediate resistance by Defendant BGB Group, who proposed that it would contribute more 14 money to the Joint Venture in exchange for Plaintiff S&A surrendering just 11.5% of their interest in 15 the Joint Venture to Defendant BGB Group. Defendant BGB Group insisted that the Joint Venture 16 could complete the project if Plaintiff S&A agreed to their proposal. 17 33. On November 10, 2022, relying on Defendant BGB Group s assurances, Plaintiff 18 S&A entered into the Joint Venture Agreement Amendment (the " JV Amendment" ). Attached as 19 Exhibit C is a true and correct copy of the JV Amendment. 20 34. Although Plaintiff S&A agreed to the Amendment, it nonetheless grew increasingly 21 concerned because Defendant BGB Group continued to withhold the accounting, budget, and 22 operational information pertaining to the Joint Venture, including the financial records, contractor 23 bids, and budget estimates. And although Defendant BGB Group s assurances in November 2022 24 that the project could be completed with their infusion of additional funds, Defendant BGB Group 25 continued to complain that there was insufficient funding for the project. However, despite repeated 26 requests from Plaintiffs, Defendant BGB Group continued to stonewall Plaintiff regarding how the 27 funding was being spent. 28 8 VERIFIED COMPLAINT II DocuSign Envelope ID: 6889816E-6CE7-4255-8EE6-4E2507FD8951 1 35. On or about March 20, 2023, Defendant BGB Group announced that it was forced to 2 stop construction of the Orinda Property due to insufficient funding, demanding that Plaintiff S&A 3 contribute more money to the joint venture under Defendant BGB Group s control to fund the Joint 4 Venture. Defendant BGB Group threatened that unless Plaintiff S&A contributed more money, the 5 Orinda Property project would remain incomplete and unfinished. 6 36. On or about March 28, 2023, after a week of inactivity in the construction of the 7 Orinda Property, Plaintiff S&A again proposed to Defendant BGB Group that the joint venture 8 dissolve. Plaintiff S&A requested that Defendant BGB Group reimburse Plaintiff S&A for all of its 9 out-of-pocket costs, pay Plaintiff S&A for services rendered under the Professional Services 10 Agreement, and that Defendant BGB Group repay the Loan by July 1, 2023. Defendant BGB Group 11 refused and continued to demand that Plaintiff S&A needed to contribute more funds to the project. 12 37. Following continued inactivity regarding the Orinda Property, Defendant BGB Group 13 informed Plaintiffs that it discovered a private lender to fund an additional $100,000 to $120,000 to 14 complete the project. Defendant BGB Group introduced Defendant Jackie Ho to Plaintiff S&A as a 15 private lender, willing to loan the joint venture money at an interest rate of 10-20% per annum. 16 Defendant BGB Group insisted that this was the only possible avenue to salvage and complete the 17 project. Defendant BGB Group did not disclose to Plaintiff S&A that Defendant Jackie Ho was also 18 an owner of Defendant I Quadrant, which co-owned Defendant BGB Group. 19 38. Although Plaintiff S&A was reluctant, it relied on Defendant BGB Group s warning 20 that the entire project would suffer catastrophic loss without this loan and agreed to permit the Joint 21 Venture to accept the loan from Defendant Jackie Ho. On or about April 20, 2023, Defendant BGB 22 Group signed a promissory note in favor of Defendant Jackie Ho for the sum of $120,000, at an 23 interest rate of 18% per annum. On or about May 9, 2023, Defendant BGB Group also entered into a 24 security agreement with Defendant Jackie Ho and recorded a deed of trust in connection with the 25 loan against the Orinda Property. 26 39. Plaintiffs are informed and believes, and on that basis alleges, that, unbeknown to 27 Plaintiffs at the time, Defendant Jackie Ho did not transfer $120,000 to Defendant BGB Group as 28 9 VERIFIED COMPLAINT II DocuSign Envelope ID: 6889816E-6CE7-4255-8EE6-4E2507FD8951 1 claimed by the promissory note. And no money was exchanged between Defendant Jackie Ho and 2 Defendant BGB Group. 3 40. On or about June 27, 2023, Defendant BGB Group communicated with Plaintiff S&A 4 that the joint venture has yet again run over budget and Defendant BGB Group required more money 5 from Plaintiff S&A to complete the project. Defendant BGB Group provided a general estimate 6 based on the remaining construction to complete, which was the first time BGB Group had provided 7 any records or estimates regarding the project or the costs associated with the project. However, the 8 general estimate also included numerous features that were outside of the original plans that 9 Defendant BGB Group unilaterally elected to begin work on without notice to Plaintiff S&A, their 10 feedback, or their approval. 11 41. Although Defendant BGB Group was unable to squeeze Plaintiff S&A for more 12 money, the Joint Venture was miraculously able to complete the project without any further funding 13 despite that Defendant BGB Group had claimed otherwise. 14 42. On or about July 25, 2023, the Contra Costa County Building Department issued the 15 certificate of occupancy for the Orinda Property. 16 43. Plaintiffs are informed and believes, and on that basis alleges, that on or about August 17 4, 2023, Defendant BGB Group listed the Orinda Property for sale. 18 44. On or about September 25, 2023, the Orinda Property was sold for $2,275,000.00. As 19 part of the sale, escrow paid $113,750 in commissions, $1,515,381.60 to the lender, and $128,699.18 20 to Defendant Jackie Ho, together with additional closing costs and fees, leaving a net balance of 21 $509,150.52 due to Defendant BGB Group as the seller. 22 D. Defendant BGB Group, LLC s Fraudulent Transfers 23 45. Plaintiffs are informed and believes, and on that basis alleges, that on September 22, 24 2023, unbeknownst to Plaintiffs, Defendant BGB Group transferred legal title to the Piedmont 25 Property by grant deed to Defendant Golden Moraga for no consideration, which was recorded with 26 the Alameda County Clerk Recorder, Instrument No. 2023108883. Defendant BGB Group claimed 27 that the grant deed was exempt from transfer tax pursuant to Revenue and Tax Code section 11925, 28 on the basis that Defendant BGB and Defendant Golden Moraga are comprised of the same parties 10 VERIFIED COMPLAINT II DocuSign Envelope ID: 6889816E-6CE7-4255-8EE6-4E2507FD8951 1 and their proportional interest remains the same following transfer. The deed of trust to the Piedmont 2 Property was not assigned to Defendant Golden Moraga. Attached as Exhibit D is a true and correct 3 copy of the grant deed. 4 46. On September 27, 2023, Plaintiff Eva Wu requested that Defendants BGB Group, 5 Zhen and Hui meet with Plaintiffs to discuss the profit and loss of the Joint Venture. Defendant Hui 6 answered that he would reach out when he was free. 7 47. On or about September 30, 2023, after Defendant BGB Group transferred away its 8 remaining assets to Defendant Golden Moraga, Defendant BGB Group informed Plaintiffs that the 9 Joint Venture had resulted in a loss and proposed a distribution of the losses that deviated from the 10 JV Agreement. Defendants BGB Group also informed Plaintiffs that it would not pay fees due to 11 Plaintiff S&A under the Professional Services Agreement and it would not repay the Loan to 12 Plaintiffs Stanley Wu or Eva Wu. 13 48. Between September 30, 2023 and October 4, 2023, Plaintiffs attempted in vain to 14 reason with Defendants BGB Group, Zhen and Hui, imploring them to abide by the agreements, the 15 Loan terms, and the JV Agreement. However, Defendant BGB Group insisted that neither it nor the 16 Joint Venture would follow the terms of the JV Agreement, pay for the professional services or 17 repay the Loan. 18 49. On or about October 6, 2023, with the parties unable to come to an agreement, 19 Plaintiff S&A requested that Defendants Hui and Zhen meet in-person with them. Defendant Hui 20 initially resisted and explained that he would be out of town in New York until October 19, 2023. 21 50. On or about October 16, 2023, after over a week of evasive and noncommittal replies 22 to Plaintiff S&A s attempts to schedule a meeting, Defendants Zhen and Hui finally agreed to meet 23 in-person with Plaintiff S&A on October 21, 2023 at a Peet s Coffee in Emeryville, California. After 24 following up on October 20, 2023, Plaintiff S&A confirmed with Defendant Hui that the meeting 25 with Defendants Zhen and Hui would take place on the following day. 26 51. Plaintiffs are informed and believe, and on that basis allege, that, unbeknownst to 27 Plaintiffs, Defendants was just then completing construction on Piedmont Property and on October 28 20, 2023, upon completing construction, Defendants transferred legal title to the Piedmont Property 11 VERIFIED COMPLAINT II DocuSign Envelope ID: 6889816E-6CE7-4255-8EE6-4E2507FD8951 1 again, this time to Defendant Jia Blue Momentum. Similar to the earlier transfer, the deed of trust to 2 the Piedmont Property was not assigned to Defendant Jia Blue Momentum. Attached as Exhibit E is 3 a true and correct copy of the grant deed. 4 52. On the morning of the following day, October 21, 2023, Defendant Zhen contacted 5 Plaintiff S&A, claiming that Defendant Hui was " in a facility due to [a] DUI last night" in New 6 York and that the meeting would need to be rescheduled. Defendant Zhen also claimed that he could 7 not meet, because he was " no longer running the show" for BGB Group and that BGB Group was 8 " no more." Defendant Zhen informed Plaintiff S&A that it should stop communicating with him and 9 direct all further communications to only Defendant Hui, who suddenly became completely 10 unreachable from that point forward. 11 53. Plaintiffs are informed and believes, and on that basis alleges, that when Defendant 12 BGB Group solicited Plaintiff S&A to form the Joint Venture, including the solicitation of the Loan 13 from Plaintiffs Stanley Wu and Eva Wu, Defendant BGB Group intended to use the Joint Venture to 14 fund its development and construction of the Piedmont Property. 15 54. Plaintiffs are informed and believes, and on that basis alleges, that during the Joint 16 Venture, from approximately June 28, 2022 through September 25, 2023, Defendant BGB Group 17 deliberately siphoned the funds it solicited from Plaintiff S&A for the Joint Venture and the Loan 18 proceeds it received from Plaintiffs Stanley Wu and Eva Wu to use towards Defendant BGB 19 Group s development and construction of the Piedmont Property. 20 55. Plaintiffs are informed and believes, and on that basis alleges, that Defendant BGB 21 Group used the proceeds from the sale of the Orinda Property to pay for the remaining construction 22 and liabilities to complete its Piedmont Property project and transfer the remaining funds to 23 Defendants I Quadrant, Good Hen, Zhen, Hui and Jackie Ho. 24 56. Plaintiffs are informed and believes, and on that basis alleges, that Defendant Hui s 25 legal name is not Benjamin Hui and that all relevant times herein, Defendant Hui deliberately gave a 26 false name to Plaintiffs with the intention that Defendant Zhen would place the blame on Defendant 27 Hui for Plaintiffs to futilely chase. 28 // 12 VERIFIED COMPLAINT II DocuSign Envelope ID: 6889816E-6CE7-4255-8EE6-4E2507FD8951 1 ALTER EGO ALLEGATIONS 2 57. Plaintiffs are informed and believe, and on that basis allege, that Defendant Good 3 Hens was at all relevant times herein the alter ego corporation of Defendant Hui by reason of the 4 following: 5 a. Plaintiffs are informed and believe, and on that basis allege, that Defendant 6 Hui, at all times herein mentioned, completely controlled, dominated, managed and operated 7 Defendant Good Hens as well as the business, property and affairs of the corporation; 8 b. Plaintiffs are informed and believe, and on that basis allege, that there existed 9 and now exists a unity of interest and ownership between Defendant Hui and Defendant Good Hens, 10 where the individual and separateness of Defendant Hui and Defendant Good Hens have ceased; 11 c. Plaintiffs are informed and believe, and on that basis allege, that at all times 12 since the incorporation of Defendant Good Hens, the corporation has been and now continues as a 13 mere shell and naked framework which Defendant Hui used as a conduit for the conduct of his 14 personal business, property and affairs; 15 d. Plaintiffs are informed and believe, and on that basis allege, that Defendant 16 Good Hens was created and continued pursuant to a fraudulent plan, scheme and device conceived 17 and operated by Defendant Hui, whereby the income, revenue and profits of Defendant Good Hens 18 were diverted by Defendant Hui to himself; 19 e. Plaintiffs are informed and believe, and on that basis allege, that Defendant 20 Good Hens was organized by Defendant Hui as a device to avoid individual liability and for the 21 purpose of substituting a financially irresponsible corporation in the place and stead of Defendant 22 Hui, where Defendant Good Hens was formed and maintained with capitalization that was totally 23 inadequate for the business in which it was engaged; and 24 f. Plaintiffs are informed and believe, and on that basis allege, that Defendant 25 Good Hens is insolvent. 26 58. Plaintiffs are informed and believe, and on that basis allege, that Defendant I 27 Quadrant was at all relevant times herein the alter ego limited liability company of Defendants Zhen 28 and Jackie Ho by reason of the following: 13 VERIFIED COMPLAINT II DocuSign Envelope ID: 6889816E-6CE7-4255-8EE6-4E2507FD8951 1 a. Plaintiffs are informed and believe, and on that basis allege, that Defendants 2 Zhen and Jackie Ho, at all times herein mentioned, completely controlled, dominated, managed and 3 operated Defendant I Quadrant as well as the business, property and affairs of the limited liability 4 company; 5 b. Plaintiffs are informed and believe, and on that basis allege, that there existed 6 and now exists a unity of interest and ownership between Defendants Zhen and Jackie Ho and 7 Defendant I Quadrant, where the individual and separateness of Defendants Zhen and Jackie Ho and 8 Defendant I Quadrant have ceased; 9 c. Plaintiffs are informed and believe, and on that basis allege, that at all times 10 since the organization of Defendant I Quadrant, the limited liability company has been and now 11 continues as a mere shell and naked framework which Defendants Zhen and Jackie Ho used as a 12 conduit for the conduct of their personal business, property and affairs; 13 d. Plaintiffs are informed and believe, and on that basis allege, that Defendant I 14 Quadrant was created and continued pursuant to a fraudulent plan, scheme and device conceived and 15 operated by Defendants Zhen and Jackie Ho, whereby the income, revenue and profits of Defendant 16 I Quadrant were diverted by Defendants Zhen and Jackie Ho to themselves; 17 e. Plaintiffs are informed and believe, and on that basis allege, that Defendant I 18 Quadrant was organized by Defendants Zhen and Jackie Ho as a device to avoid individual liability 19 and for the purpose of substituting a financially irresponsible limited liability company in the place 20 and stead of Defendants Zhen and Jackie Ho, where Defendant I Quadrant was formed and 21 maintained with capitalization that was totally inadequate for the business in which it was engaged; 22 and 23 f. Plaintiffs are informed and believe, and on that basis allege, that Defendant I 24 Quadrant is insolvent. 25 SINGLE BUSINESS ENTERPRISE LIABILITY AGAINST DEFENDANTS 26 59. Plaintiffs are informed and believe, and on that basis allege, that at all relevant times 27 and continuing to the present, Defendants BGB Group, Golden Moraga, I Quadrant, Jia Blue 28 Momentum and Good Hens have operated, and currently operate, as a single business enterprise. 14 VERIFIED COMPLAINT II DocuSign Envelope ID: 6889816E-6CE7-4255-8EE6-4E2507FD8951 1 Though such defendants have multiple corporate, entity, and individual personalities, there is but one 2 enterprise and this enterprise has been so handled that it should respond, as a whole, for the acts 3 committed by Defendant BGB Group as alleged herein. Each corporation, individual and entity has 4 been, and is, merely an instrument and conduit for the others in the prosecution of a single business 5 venture. There is such a unity of interest and ownership among these defendants that the separate 6 personalities of the corporations, individual and entities no longer exist. 7 60. Plaintiffs are informed and believe, and on that basis allege, that if the acts of 8 Defendants BGB Group, Golden Moraga, I Quadrant, Jia Blue Momentum, Good Hens and Does 2- 9 50 are treated as those of one or both alone, an inequitable result will follow in that these defendants 10 may have insufficient assets to respond to the ultimate judgment of compensatory damages, costs, 11 and fees entered in this case. 12 FIRST CAUSE OF ACTION 13 Fraud as to all Defendants 14 61. Plaintiffs incorporates by reference the allegations of paragraph 1 through 59, as if 15 fully set forth herein. 16 62. Defendants BGB Group, Zhen and Hui communicated numerous misrepresentations 17 to Plaintiffs, including but not limited to the following: 18 a. Defendants BGB Group, Zhen and Hui represented that Defendant Hui s 19 name is Benjamin Hui. 20 b. Defendants BGB Group, Zhen and Hui represented that they were 21 experienced residential rehab developers with extensive experience, including in-house members 22 that possessed extensive experience performing the duties of a foreman or superintendent. 23 c. Defendants BGB Group, Zhen and Hui represented that it would pay Plaintiff 24 S&A according to the Services Agreement in consideration for the extensive professional services 25 Defendants BGB Group, Zhen and Hui needed for their project. 26 d. Defendants BGB Group, Zhen and Hui represented that it would give Plaintiff 27 S&A fifty percent (50%) of the profit after the sale of the Orinda Property in exchange for Plaintiff 28 S&A contributing services described in the Joint Venture Agreement. 15 VERIFIED COMPLAINT II DocuSign Envelope ID: 6889816E-6CE7-4255-8EE6-4E2507FD8951 1 e. Defendants BGB Group, Zhen and Hui represented that if Plaintiffs Stanley 2 Wu and Eva loaned $300,000, the money would be used towards the construction costs of the Orinda 3 Property. 4 f. Defendants BGB Group, Zhen and Hui represented that if Defendant BGB 5 Group contributed additional funds, in exchange for 11.5% of the Joint Venture interest from 6 Plaintiff S&A, the project could be completed. 7 g. Defendants BGB Group, Zhen and Hui represented that a loan from 8 Defendant Jackie Ho to the Joint Venture, at an unlawful amount of interest, was the only way that 9 the Orinda Property project could be completed. 10 63. Defendants BGB Group, Zhen and Hui knew that these misrepresentations were false 11 and when each made these misrepresentations, or that each of Defendants BGB Group, Zhen and 12 Hui recklessly made each of these misrepresentations without regard for its respective truth. 13 64. Defenda