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1 LIM LAW GROUP, P.C.
Preston H. Lim (SBN 275249)
2 phl@limlawgroup.com
1504 W. Artesia Sq., Suite B
3 Gardena, California 90248
Telephone: (213) 900-3000
4 Facsimile: (213) 204-3000
5 Attorneys for Plaintiff
CALIFORNIA CREDITS GROUP, LLC
6
7 SUPERIOR COURT OF THE STATE OF CALIFORNIA
8 FOR THE COUNTY OF LOS ANGELES, CENTRAL DISTRICT
9
10 CALIFORNIA CREDITS GROUP, LLC, a CASE NO.
Delaware limited liability company,
11 COMPLAINT FOR:
Plaintiff,
12 1. BREACH OF CONTRACT
vs. 2. BREACH OF THE COVENANT
13 OF GOOD FAITH AND FAIR
THE HILLMAN GROUP, INC a Delaware DEALING
14 corporation; and DOES 1-20 3. DECLARATORY RELIEF
15 Defendant.
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28
COMPLAINT
1 Plaintiff CALIFORNIA CREDITS GROUP, LLC (“Plaintiff”), hereby complains as
2 follows against Defendant THE HILLMAN GROUP, INC. (“Defendant”):
3 PARTIES
4 1. California Credits Group, LLC is a Delaware limited liability company with
5 its principal place of business located at 87 North Raymond Ave, Suite 526, Pasadena,
6 CA.
7 2. The Hillman Group, Inc. is a Delaware corporation with its principal place of
8 business located at 1280 Kemper Meadow Drive, Forest Park, OH.
9 3. The true names and capacities of Defendants Does 1 through 20, inclusive,
10 whether individual, corporate, associate or otherwise, are unknown to Plaintiff, who
11 therefore sues these Defendants by such fictitious names. Plaintiff will amend this
12 Complaint to show the true names and capacities of those Defendants after they have
13 been ascertained. Plaintiff is informed and believes, and on that basis alleges, that each
14 of the fictitiously named Defendants is responsible in some manner for the occurrences
15 alleged in this Complaint and damages as alleged in the Complaint that are proximately
16 caused by the acts or omissions of such Defendants.
17 JURISDICTION AND VENUE
18 4. Subject matter jurisdiction is appropriate in this Court because the amount in
19 controversy exceeds the Court’s jurisdictional minimum.
20 5. Venue for this action properly lies in the Los Angeles County Superior Court
21 because the contract at issue and the related misconduct occurred in Los Angeles County,
22 California.
23 FACTS COMMON TO ALL CAUSES OF ACTION
24 6. Plaintiff is a leading provider of tax credit services with a primary focus on
25 California “Enterprise Zone” credits. As part of the services offered to its clients,
26 Plaintiff identifies available tax credits based on the location of the business in areas
27 designated as “Enterprise Zones.” Plaintiff then determines which employees are
28 eligible to qualify to generate credit (“qualifying employees”), submits the required
2
COMPLAINT
1 documentation to the appropriate agencies, and takes other necessary steps to facilitate
2 the clients’ qualification for Enterprise Zone credits. Once qualified, credits may be
3 utilized by the client.
4 7. After Plaintiff completes the qualification process, the client utilizes the
5 Enterprise Zone tax credits in the years they are able to be applied based on the
6 applicable California Franchise tax rules. Plaintiff charges its clients a fee equal to a
7 fixed percentage of all the credits (and interest) ultimately utilized from employees
8 qualified by Plaintiff.
9 8. On or around May 18, 2009, Plaintiff entered into a written agreement with
10 Defendant (“Agreement”). A true and correct copy of the agreement is attached hereto
11 as Exhibit A. Per the Agreement, Plaintiff agreed to provide Defendant services of
12 identifying the available tax credits applicable to Defendant’s business.
13 9. Because a client may benefit from tax credits associated with a qualifying
14 employee for several years, the Agreement expressly provides that Plaintiff shall be
15 entitled to a fee based not only on credits immediately resulting from a qualifying
16 employee, but credits “subsequently generated” by qualifying employees in later tax
17 years, so long as the employees were identified as qualifying employees during the term
18 of Plaintiff’s engagement.
19 10. In other words, Plaintiff is entitled to fees if it generates credits associated
20 with an employee identified during the term of Plaintiff’s engagement, even if the credits
21 are generated after Plaintiff’s engagement has ended. The Agreement provides fees
22 would be 20% of any credits and interest resulting from the Agreement.
23 11. As a general matter, Plaintiff’s fees are due once the credits are “realized” by
24 the client. The Agreement provides that Plaintiff’s fee associated with credits claimed on
25 an originally filed tax return are due “on the earlier of the due date of [Defendant’s]
26 estimated tax payment that reflects utilization of the Credits or the original due date of
27 [Defendant’s] California tax return on which the Credits may be utilized. If [Plaintiff]
28 does not provide the results of this engagement [to Defendant] prior to the original due
3
COMPLAINT
1 date of [Defendant’s] California tax return, the fee will be due at the earlier of the filing
2 date of [Defendant’s] California tax return or the extended due date for such return.”
3 12. With respect to tax credits generated by Plaintiff that are not immediately
4 utilized by the client, called, “carry forward credits,” the Agreement provides that “the
5 excess [credit] is carried forward to the following year.” To facilitate the billing
6 computation, Defendant agreed to provide “[Plaintiff] with copies of its quarterly
7 estimated tax payment computations and annual tax returns.”
8 13. The Agreement also contains a late fee provision providing, in pertinent part:
9 “Any amounts due [Plaintiff] under this agreement upon which payment is not received
10 within thirty (30) days of the date due shall accrue a late charge of the lesser of (i) 1.5%
11 per month or (ii) the highest rate allowable by law, in each case compounded monthly to
12 the extent allowable by law.”
13 14. Additionally, the Agreement contains a reorganization provision: “Any
14 reorganization by [Defendant] that results in the suspension or elimination of Credits
15 identified by [Plaintiff] [such credits] will be treated as being utilized by [Defendant] at
16 such a time of reorganization.”
17 15. Plaintiff performed all required services under the Agreement, including
18 reviewing Defendant’s employee records; identifying numerous potential qualifying
19 employees; and submitting the required documentation to the appropriate agencies to
20 qualify Defendant for Enterprise Zone tax credits.
21 16. In July 2013 it was announced that effective January 1, 2014, the Enterprise
22 Zone program would be repealed for employees hired and equipment purchased after
23 December 31, 2013. The repeal of the Enterprise Zone tax credit program shortened the
24 carryover period from an unlimited timeframe to only the succeeding 10 taxable years if
25 necessary, or until the credit is exhausted, whichever occurs first. Any hiring credits
26 generated for employees hired on or before December 31, 2013, may be carryover over
27 to the succeeding 10 taxable years. In June 2014, Defendant went through an acquisition.
28 This acquisition led to a short period return being filed for the 2014 tax year. Similarly,
4
COMPLAINT
1 in July 2021, Defendant went through a merger which led to short period return being
2 filed for the 2021 tax year. This action eliminated credit that would have otherwise been
3 available for the 2022 and 2023 tax years. Upon learning of the elimination of credit,
4 Plaintiff advised Defendant that under the reorganization provision, any remaining credit
5 that is suspended or eliminated is deemed utilized at the time of the change in operations.
6 17. On or around January 18, 2024, Plaintiff issued invoice #21195,
7 reflecting the fees relating to the reorganization and the associated credit that was
8 suspended or eliminated. A copy of the invoice is attached as Exhibit B and incorporated
9 herein by reference in its entirety.
10 18. Plaintiff is informed and believes, and thereon alleges, that Plaintiff is
11 currently owed approximately $282,256, as well as finance charges, which continue to
12 accrue.
13 FIRST CAUSE OF ACTION
14 (Breach of Contract)
15 19. Plaintiff repeats and realleges paragraphs 1 through 18 of this Complaint and
16 incorporates the same by reference as if set forth fully herein.
17 20. There exists an enforceable agreement between Plaintiff and Defendant, as
18 set forth in paragraphs 6 to 18 of this Complaint.
19 21. Defendant has breached the terms of the Agreement by failing to pay fees
20 due under the reorganization clause for Credit that was suspended or eliminated, in direct
21 contravention to the Agreement.
22 22. Defendant’s failure to perform its obligations under the Agreement has
23 directly damaged Plaintiff by preventing it from receiving the promised benefits under
24 the Agreement.
25 23. Plaintiff has performed all conditions, covenants, and promises required on
26 its part to be performed in accordance with the terms and conditions of the Agreement.
27 24. As a proximate result of Defendant’s breach of the Agreement, Plaintiff has
28 suffered substantial damages in an amount to be proven at trial.
5
COMPLAINT
1 SECOND CAUSE OF ACTION
2 (Breach of the Covenant of Good Faith and Fair Dealing)
3 25. Plaintiff repeats and realleges paragraphs 1 through 24 of this Complaint and
4 incorporates the same by reference as if set forth fully herein.
5 26. The above-referenced Agreement and transactions between the parties
6 contain an implied covenant of good faith and fair dealing which obligates each party
7 from refraining and acting in any way that could jeopardize, impair, or interfere with the
8 rights of the other party to receive the benefits of said agreements and transactions.
9 27. Plaintiff has performed all conditions, covenants, and promises required on
10 its part to be performed in accordance with the terms and conditions of the above-
11 referenced Agreement, except those waived, excused, or rendered impossible by
12 Defendant’s material breaches thereof.
13 28. There exists an enforceable agreement between Plaintiff and Defendant, as
14 set forth in paragraphs 6 to 18 of this Complaint.
15 29. As a direct and proximate result of Defendant’s material breach of the
16 implied covenant of good faith and fair dealing, Plaintiff has suffered damages in an
17 amount to be proven at trial, plus interest thereon at the legal rate, attorneys’ fees and
18 costs.
19 THIRD CAUSE OF ACTION
20 (Declaratory Relief)
21 30. Plaintiff repeats and realleges paragraphs 1 through 29 of this Complaint and
22 incorporates the same by reference as if set forth fully herein.
23 31. An actual controversy has arisen and now exists between Plaintiff and
24 Defendant in that Plaintiff contends that Defendant owed an obligation under the
25 Agreement to remit fees relating to the reorganization.
26 32. Accordingly, an actual controversy has arisen and now exists between
27 Plaintiff, on the one hand, and Defendant on the other hand, concerning the respective
28 rights and obligations of the parties. A judicial declaration is necessary and appropriate
6
COMPLAINT
1 at this time, under the circumstances presented, in order that Plaintiff may fully ascertain
2 its rights and obligations with respect to the Agreement described herein.
3 PRAYER FOR RELIEF
4 WHEREFORE, Plaintiff prays for judgment against Defendant as follows:
5 A. For compensatory damages according to proof at trial;
6 B. For declaratory relief for judicial declaration that Defendant is liable for
7 services rendered under the Agreement;
8 C. For all costs of suit incurred herein, including reasonable attorneys’ fees;
9 D. Interest as provided by law; and
10 E. For such other and further relief as the Court deems just and proper.
11
12 DATED: March 26, 2024 LIM LAW GROUP, P.C.
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14
By: /s/ Preston Lim
15 Preston H. Lim
16 Attorneys for Plaintiff
CALIFORNIA CREDITS GROUP, LLC
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COMPLAINT
EXHIBIT A
05/18/2008 08:31 IFAX acct canon@hillmangroup.com • Keith ,Janning [£1001/004
THE CALIFORNIA CREOl'rS GROIJP LLC
April 27, 2009
Mr. Kcit.h.lnnninu
Di1·cc1oror lax
The I lillmnn Ciroup
I0590 Harniltnn AVCl)IIC
Cincinnati. 01 I •15231
The Califi.lrni:1C.rcdil, Ciroup. LLC ("CCG") is pk:,scd to s11h1n.i1
this prop,,::al 10The
I Iii Iman Group ("the Compm1y"). lo provide pn.ifcssional se1·viccsr(,garding the availability
of hiring credits and cquipnicnt hnscd crcodilslilr the Comr:my', (\,iii,,1·ni:1,,p,:ralions ("the
Credits"). ·rhc specific services nnd the t\:l:Hcod
kc arrnngcnwnts arc dcsnihcd below,
Our Team
('(Ji is :1 kading profossional service provider with :1 primary focus nn C:1lifr,mial·,ntcrprisc
/.nnc crcdils. Tu our kn,lwlcdge CCG is the l,1rgestC;,iil'orni;il..::nwrpris,:lone cc,nsul1ing
!inn in llw u:,untry, With this focus and Olli" extensive experience. CCG is 1Jlliq1.1(:ly
positioned 111serve The: Hillman Group. As the Dil'ector, I will be pe1·,onnllyresponsible !'or
your project. I have over eightc\:n years experience serving Fortune 500 compr.111ies. Some or
the dicnts that I cu1Tent.lyserve includi: flank of J\mcrica, Best Buy, Clear Ch:111nel
Co1nn1unkations. Dduxe Co1vo1·ation,c;ucs,, lfond,1, International Paper. McKesson,
Morgan St,rnlcy, ;1ndStandard Rcgiskr.
Our Pmc1•.1·s
The centcl'piece ('f nu!' Jll'()Ccssis our timdinc. All or our p1·0,iccts:H\•(k::i1mcdto be
completed withi11si.~to eight weeks l'rom when we receive i11l,H·nrn1ion, Pri.or to the
co111111cnce111ent
of the project we will jointly develop our work plan 1imdi1w wilh til(:
Company.
Wi1hthe largcs1(bl.icatcd practice. 111ll nnly nn: we abk to comm ii greater rcsuurccs than
other providei·s. h111lh(: profossi(,nals we commit work exclusively in this spc.d:dizcd area.
T'hisallows us to dr::1nwt.ic(IJly
sl1orlc11the project timelinc. thereby rninirniz.ingthl, amount of'
Company resources expended on lhc projco(,twhile simultancuusly achievi11:,,: ,;up,:rior ri.:.$lilb
in the amount o/'crcdit we generate. These lwo ll1c:torsallow us t" clearly disiinguish
uursdvc.s from other firms.
Tl1L,first phase nrwork will take pl:ice where the Cnrnpnny's rccr,rds ;m: loc:11cdand will
focus on data gathering nnd r~vi<0W.
05/18/2008 08:31 IFAX acct canon@hillmangroup com • Keith ,Janning [£1002/004
Up,,n wmplclion ol'the first phase we will 1·evicwthe avnilable documerH(ilionto mukc un
initial ,kwrmination of' eligibility. Once complete, we will nsscrnblc the 1·equired
do,·umentation, prepare voucher screening requests, ,mdsubmitour eerti lkation reques,s to a
e il.yvoueheri11gagency.
Once an employee is determined qualified we will cnmpute the allowed hiring credit and
prepare our supporting workpapers.
Prior to the 1111"1
,lqJ nl' arm,nding lhe Company's tax returns, we will evnl1H1t.e whether the
Company·, equipment rn11·dr:1ses ;,re digibk Ii.Jrany additional credits not previously
claimed. We will primar·ily rely on lh\: Company's lix,,d asscl kdgcr durinµ this phase,
1..nqly. we will prepare amended Calil(imia tax returns fix th, affrclc.d year:, le)daim the
C'rcdit. We will rely on lhc Company f'orHII:ipport.ionmcntrcl:1t,,dinfornrnlion. Upon
cornplci1on. we will provide, the Cumpany with dcctronk copies ui' nil work p,1pcrsfi.ll'their
lilcs.
Once the (\1mp1rny·s reltmd dai111is submitwd, we will monitor its status until the claim is
paid and be responsible for responding 1,, any qm,st.ions Ii-omthe slat(: rq;arding llw claim.
The Co1np:my:11.1thorit.csCCG lo conduct such follow up and agrees to pr11vid(:C:CGan
executed power of :.,tlorm:yto fodlitatc its rcsponsibiliries.
Fees ....
,.. ....... . /,
) t/5{{'
,•'
Our fee fr1rthe services described above will be an ,unount equal tu vV:!i~•¥'.+i~crrt(;;t6:; .,,
of :my Credits and interest resulting from this engagement. This includes itny ,,ddiiTominilring
credits subsequently generated by qualified cmplnyccs identified during ihis cn;_:.ngcrncnt.
This prnvision npplks even i!'CCO is mil otherwise engaged to provide servic(,s in the ycm· in
whid1 Crndils arc subsequently gcncnltcd, Int.crest includes hnth interest received and any
inlerc:slavoided due.to the use of the Credits a, an 01nc1 ag11i11sl
\'other
unrelated F'lll rm,pnscd ad_justmcnls:ou1·f"cc1:hallhe due ,,l 11,c,time ol' sud, (1f'1~scl.
if it has
not been previously paid,
05/18/2008 08:31 IFAX acct canon@hillmangroup com • Keith ,Janning [£1003/004
Page 3 of ..1
Ir any Cn:dits arc ehullcngcd by the F'f[l in an exan1i11,uion.we will. at 01.11·own e~pcnsc,
rcpre:;cnt the (O<,mp,111y
through the examination and protest phase. If any Credits milizcd on
an originally 111cdr·eiurnarc 1rltirn:1tely
dis:dlowcd after examination. our· lee includes a
refund provision. /\Iler you exhaust any :u1dall legal alternat.ivcs that you dec,mappropriate,
1w will 1\:l'undthe:pro•rata portion oftlw li:e that resulled frorn the disnllow,·d item or itc:ms.
71,ird Part}' Fl!<'-'
Should there, be any foe charged hy any state or city agency that is associated 1vilhthe
screening ol' voud1cr requests, the Company shNIIreimburse CCCi for such costs. Similarly,
any foes cil:irg¢d by third parties lo obtain necessar·ydoc1m1cnt;Hionto supp<..1rt
qualification
shall he rcimbur·scdhy th,, C<1tnpanyto CCO as costs arc incurred.
Otlter 1lf11tt1!rs
T'his ,,ngagcnwnl.letter. together with th(c.General Business Terms nttad1cd hcrctn, constitute
thccentire agrccrrn;nt between the Cornp;rny and CCG with n:spccl lo this rngaµcrncnt. They
supcrsc,dcall other oral and written represemutions, undcr,tundings or agrc,,rnents relating to
thi, cngagccnwnL;md may not be amended except by the nmt:unlwri1tm1agrccCTncnt between
the Clood;md 1.1gri~ed !h;:itCCG' i·;ervict•igmay inc!ude ;:1dvict1
and (tlco1·nm~,,nd:.1t1un1,,
b1.11
i~ndt,c:ltdormIn
<.:ormec11cm
with ttm irnpl!Nrn.1ntu\ionof 1H1r.h;:idvice and recomm(:nd::ll10M :·shaHbe me ro~fpom,d)i!ityof, Mld rn:Hl1~by, lM
Cuinp~iny. In com1m:Ucm with it:; iH:?rvicoi~ GCG r.hal! be entl!led to rely on all dr:.iciiiim1(;,
t1c:irm~1ndcr, crndapprovalf; of the
Cornp,my.
ii. Paymont ot roes -At1y imrnurilt, dui~CCC under this ,::1greement 1mon whlch p"yrnent Is not rer.~~ived within thirty (30)
dtty!J oi IIK'! c!ule dU(: Mlt.11!
i..lCCruei:l ! cm,-1rwi~f!
provide<) in ltm iiureernent the term i;t1.:illbe~s1u1ornatical!yexiendod throu9t11h1~lax y<,JMfollovM1(1thn 1'1'11\:t of !hit
,:1qrecmer·1t ..ind e.1r'lmJc11!y
!h1_;r~~1-itk~r
1mle1>11 wntt('1f"Inotice of cr-incellaf!Onis providi'id by 0ithor p;:1r1yw1m1nthirty ClO} tfayr.\of
U1vcw1·1plvliOflvi CCC'~; ~,crvic(rnIH•!rnL1nc;l1~r or within thirty (30) dJys of th0 oxpinHlon of tl·1ef:\:0:11:':nded tenn. !n thi..""1
1:11,1~~01
tl~c Cornpany (!DC:~ nol ..il!OwCCG to tDrTlpl(•!lt? th!"! ~P.rvicl'.!~ cont('!mplaf~rl und~r thi$ zr.qrP.('!tT)~llil.CCG's f~e!'i will -~tillb(~
<:!(Ji:: wiH·1rt.:~:·,p(;t!
to uny Crcci1tsU'l~itw·eru th!'.::.Ullj!'.:'.!d
cir till:-; ~l!'.:jr{:!~-1rr11~n\
imc'j!Ml iire c;IGllmfJ(i
hy lht;i (:omp(my fc:irany ye::1r
\t11,1t w1,l\M h·1vi:i t)een covered under mis a91ou1ncnl.
iv LirnitLttlon on D<1mit9e~ J"l'H;i Cornp;,rny oorc:(.itiH1ldCCC wid il$ pernonncl ~in,111 not bo Ht.1l1W t(.1 U'11) Compm1y fi:it ,-1ny
cl;:1im11, 11r.1t11!il1i::~i:;,
(n' cxpi:.m:>c~:;
H•!lalin(:J
10 thh (•mtpi9tmien( lor on riggr1:.~g;:11e amount in excoiii, (1t' 1ht~fees rxiid by me
Co1np.:myle 1..:C.(.',;; pur:•>l.11,int
ki !!11~,
cnqi'19cmw·11within Hie.:: prc,•v1ciut•tw!.:il110 ( 1;n monthl>, 1:pe11:;c.:1rciltitil'1!Jlo 11,1:·,;
entp:iqcmt:::nl. The prnvi~iiom; nf tt1i!1p;-1m9rn11h 1:t111II i:1rply to the f1il!l'i!.iiw,:1i,~nt of th(~ ltiw, wMther
1nc0ntr,·1ct,1.>Wll1k:. lu!l (:;LH.:J1
,1:;ncH!r~cr1i.;t-,),
m 9thf:irwi1.1£:~, In circ1;rr15t('!nC{i wher,ll;Jbilltlf!H,
r111(! exper):>l':i:1"1~lnl1nn to t,hh (..1nl,Fl(J(trn(~r·1t,t!Y.Geptto tho extent 1ina!lyjucl1cia!ly1Jetet'r'nlf1Cd to hi1vtJrr.::iu>tudp1irn<:lf'ily frurn
the b,-:i(J/;)Ith (H int<:mtam1,1I rrm;mmcJuctcil CCC. Thi;i pl"Oviuionol thiti pi:1r.:1gr<'tph ~1t·1.:1!1,·.1ppty
to i!'\t~1u111.:1:.;t
extent or the \;:1w,
whi'•!hqr i11r:011tr:-1c1. t:t[ltllti:i, tort (t~uct't a:; neqli\Ji.>.ir·101),
or o!f1c,~rwi:m./11circumiitm1co wtHHe iii! or tiny portion o1 !he
provi::,km of thi.',)p;"iragr~1pn(1ft': l1n,.,11y Jlf(1iClo.ll!y
Lk:tcr'rl1ine;ic1
W Im LJIHJV<,li!pmr.1or•!ic)n...il to !IIQ rel11tivefault
l/i;.11CCG cc:•nd1,:(.",1 tJ~i:-ir:s(o ,.111 otrK11· cc1ncll1ct91v1n91ir;0 to 1.,uc1·1c1am11:>,!iabilil1l1t,,,or 1!xpm1:-.;c:,;.
vi, lndopondot1t Ccrntractor •• Ith und('f~l\ood 1:1ndat11·ei::1J mat i.::acnot me p;:1rt10:;tJC(dO i:·;,Jn in1Jcpi::Mm1tcm,tr;~ctor und
m;:11MHht-)f 1"1;·1t1y w.. nor ,,1·1;:11! bl~ coni~klr.m:tdto be. l'.lnagent. diStr'ibutor, pi.:;1tncr,riduci,:uy m rnpr1:1:H:mliJtivi:: ol 1t11-i
ott,m.
Noit11orrnr1y i;t·1nlli1C1N ri:iprfi;>t!ntd!•;elf<:liri::ic\ly or by irnplicwtion. in any such capacity in 1ci1pt::dof lhe otnct O( in ,tho 0nof19omcnt lett0r to w1,1c!"1 thi::t';.Utorr"nt-;;:.i!'ct:llt.:::1uht:U
lricludir\q
;:inl.')1:,111
(·.ll~hit)lbl, n1.:1tlttf!\f(lli11ino it') 11"11!\
,~ngnwmwnt (whether tn contrnct. t)t:'."ltUtG',tO(t (t1UC/) a:.:11(:qll)..lOriCI.:), Of Otl!Cl'Wtl;e},
!)h::111bt:Jgovr~rnod by, .:md conWuM In /H;c;eir·d,rn(;(] wi!t1. lho law:; t,}! !ho S((·1t~i of C;:1liforni<•• (wi1hi,'!Ul9iving effect to thu
r.hoic:.eof l,·iw principle tMreol') If any prtivJf;1onof '.:,wt> !<.Hrni:> or ,.rnong<.m11.mt lettN it>loun(l by \.I court of cornp(~:tent
jurisdiction 1o be unenforce~blo, suc11provif.;ion i~MIJnot ;,1ff1;:ct tt11:iot1·11:1r·
provi\;ir)111L but :.,uch un1.'•nfo1cc.:Jb!i::."1 provitiion
:~tnlll b1.1def:'!r'nnrtrnodifiP.d lo lhP.f:'i:iitenlneCflt:,srnyto t(,n(fi.~( II i:>Jifi)(COi·ll)lt•~.
pn:it\('!fVill(_J
t,n 1hn h)!li',:'.i.!
(>xtmll,pi:mr1iiisibletile
intent of Hm rmtio~ ::,At fnrth hfm;-in,
1x. Confidentiality Tn th~ l:!Y.tentth;::it,in c:onnechon wi1h 1h!ti.c-nq;:iqc-m0n1,CCC c:nmti::;i11l1':I p<,H;::·,ci,1:-;ionof ;my pt()J)t"i~iV11y
Of conf1drmtiaf in!rmm!tinn of !ht'! Comp;my, CCG will not d!sdMt~ such infornwtion !tinny lt1i1dp..:irtyv.ri!hc::iut tht'~
Cotnpl:lt1y'i.t(;N1:;N1l, (·!Y.{;(!J.i! (;i) ns m;iy be reqliired by l~W. rn9u1,1tlon, JUd!Clal Of atJniinii,;lfl'lliVI..\ P!'Dc,:i::~;,
('Jf in i;IC{,;qr(l;,1r1c(t
wUl'l 1:tpp!it:<.1b!t''
prnf!i.,,i11;.it)rJa:,1I
:-)!('lnd;lrdi;, or in connection with liti9ation pcrti.lin1nq 1"1t:fdO,cir·(li) !('.l !!·w l'Jxhc:nt ,.met,
in1orrnation (1) s/11:111niivt-! o!hNwir-:fi b1-1tcrM ptiblidy ;,1v;i1Jable (including without limitation, ~l!1yir1fum1~·1tio!I !lied w1u·1,:.111y
govorntl)ftl11i!I (.'l(.JOney.:iM b\ iw1:1i!t1blijto !M f")lJblil."!), (ii) i(,) di!)C!Q()Cdby th<:1Cornpww to/) ll'lil"(j P'ltnf:• ;)S form
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lht;m Hlf:l Comp(my wl1ich CCG believei; i(l no! prot)ltJili~di(Onl di1>dUndt:f no obHg<:11lor1 to idi~n!ify ,11/ Gr~rlit5 thm rnay be availr:itile to the Compr1ny :·.1nd CCC:\l'.11 ib1Mlti
dh.ic1·otionm11J wilt'!out noticte m.iy i~lt1ct!tl limit the r.copl'.!of thlf. eng13gementa~,it deems nppropn,.~t(1.
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,:1~JH)('J~·!() p;.1y CCG on ti~:•tli,'llf of I\UCh pnrticm it' iiuet'l i'H)'l{)\Jnh; am riOI (HIid lirtlf•,)!yin ;JC{;nrd;rn(;1:'
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by \he Cornp.:inyIIK1tmsli!tr; in tlio :.n1Hpen1;1on
ot elinunt.1lk)nof CltJditt.idi~nt1limiby
GCG will rJc 1re.:1todi.l'.lbt:m;q ulilli:1-!cjtJy !hr,!Compnr,y ,1t $UChtime of reorg.:u1iz~1!ion
EXHIBIT B
CG
87 N Raymond Avenue, Ste 522
Pasadena, CA 91103
Invoice #: 21195
Issue Date 1/18/2024
Bill To: The Hillman Group Due Date per Contract: 7/1/2014
10590 Hamilton Ave.
Cincinnati, OH 45231
Invoice Due Upon Receipt
Tax Period Description: Utilization Fees
20% fee for credits deemed utilized by The Hillman
12/31/2022 Group per the reorganization clause on page four, section 244,861 48,972.00
xii of the Engagement Letter.
Interest charges from date of reorganization 233,284.00
Pursuant to our contract, late fees accrue at 1.5% compounded monthly from the contractual Total: $282,256.00
due date.
Invoice is due upon receipt, late fees will continue to accrue from the contractual due date if Payments/Credits $0.00
not paid within 30 days of the issue date.
Balance Due $282,256.00
Last Revised:
1/18/2024
Preview
1 LIM LAW GROUP, P.C. Preston H. Lim (SBN 275249) 2 phl@limlawgroup.com 1504 W. Artesia Sq., Suite B 3 Gardena, California 90248 Telephone: (213) 900-3000 4 Facsimile: (213) 204-3000 5 Attorneys for Plaintiff CALIFORNIA CREDITS GROUP, LLC 6 7 SUPERIOR COURT OF THE STATE OF CALIFORNIA 8 FOR THE COUNTY OF LOS ANGELES, CENTRAL DISTRICT 9 10 CALIFORNIA CREDITS GROUP, LLC, a CASE NO. Delaware limited liability company, 11 COMPLAINT FOR: Plaintiff, 12 1. BREACH OF CONTRACT vs. 2. BREACH OF THE COVENANT 13 OF GOOD FAITH AND FAIR THE HILLMAN GROUP, INC a Delaware DEALING 14 corporation; and DOES 1-20 3. DECLARATORY RELIEF 15 Defendant. 16 17 18 19 20 21 22 23 24 25 26 27 28 COMPLAINT 1 Plaintiff CALIFORNIA CREDITS GROUP, LLC (“Plaintiff”), hereby complains as 2 follows against Defendant THE HILLMAN GROUP, INC. (“Defendant”): 3 PARTIES 4 1. California Credits Group, LLC is a Delaware limited liability company with 5 its principal place of business located at 87 North Raymond Ave, Suite 526, Pasadena, 6 CA. 7 2. The Hillman Group, Inc. is a Delaware corporation with its principal place of 8 business located at 1280 Kemper Meadow Drive, Forest Park, OH. 9 3. The true names and capacities of Defendants Does 1 through 20, inclusive, 10 whether individual, corporate, associate or otherwise, are unknown to Plaintiff, who 11 therefore sues these Defendants by such fictitious names. Plaintiff will amend this 12 Complaint to show the true names and capacities of those Defendants after they have 13 been ascertained. Plaintiff is informed and believes, and on that basis alleges, that each 14 of the fictitiously named Defendants is responsible in some manner for the occurrences 15 alleged in this Complaint and damages as alleged in the Complaint that are proximately 16 caused by the acts or omissions of such Defendants. 17 JURISDICTION AND VENUE 18 4. Subject matter jurisdiction is appropriate in this Court because the amount in 19 controversy exceeds the Court’s jurisdictional minimum. 20 5. Venue for this action properly lies in the Los Angeles County Superior Court 21 because the contract at issue and the related misconduct occurred in Los Angeles County, 22 California. 23 FACTS COMMON TO ALL CAUSES OF ACTION 24 6. Plaintiff is a leading provider of tax credit services with a primary focus on 25 California “Enterprise Zone” credits. As part of the services offered to its clients, 26 Plaintiff identifies available tax credits based on the location of the business in areas 27 designated as “Enterprise Zones.” Plaintiff then determines which employees are 28 eligible to qualify to generate credit (“qualifying employees”), submits the required 2 COMPLAINT 1 documentation to the appropriate agencies, and takes other necessary steps to facilitate 2 the clients’ qualification for Enterprise Zone credits. Once qualified, credits may be 3 utilized by the client. 4 7. After Plaintiff completes the qualification process, the client utilizes the 5 Enterprise Zone tax credits in the years they are able to be applied based on the 6 applicable California Franchise tax rules. Plaintiff charges its clients a fee equal to a 7 fixed percentage of all the credits (and interest) ultimately utilized from employees 8 qualified by Plaintiff. 9 8. On or around May 18, 2009, Plaintiff entered into a written agreement with 10 Defendant (“Agreement”). A true and correct copy of the agreement is attached hereto 11 as Exhibit A. Per the Agreement, Plaintiff agreed to provide Defendant services of 12 identifying the available tax credits applicable to Defendant’s business. 13 9. Because a client may benefit from tax credits associated with a qualifying 14 employee for several years, the Agreement expressly provides that Plaintiff shall be 15 entitled to a fee based not only on credits immediately resulting from a qualifying 16 employee, but credits “subsequently generated” by qualifying employees in later tax 17 years, so long as the employees were identified as qualifying employees during the term 18 of Plaintiff’s engagement. 19 10. In other words, Plaintiff is entitled to fees if it generates credits associated 20 with an employee identified during the term of Plaintiff’s engagement, even if the credits 21 are generated after Plaintiff’s engagement has ended. The Agreement provides fees 22 would be 20% of any credits and interest resulting from the Agreement. 23 11. As a general matter, Plaintiff’s fees are due once the credits are “realized” by 24 the client. The Agreement provides that Plaintiff’s fee associated with credits claimed on 25 an originally filed tax return are due “on the earlier of the due date of [Defendant’s] 26 estimated tax payment that reflects utilization of the Credits or the original due date of 27 [Defendant’s] California tax return on which the Credits may be utilized. If [Plaintiff] 28 does not provide the results of this engagement [to Defendant] prior to the original due 3 COMPLAINT 1 date of [Defendant’s] California tax return, the fee will be due at the earlier of the filing 2 date of [Defendant’s] California tax return or the extended due date for such return.” 3 12. With respect to tax credits generated by Plaintiff that are not immediately 4 utilized by the client, called, “carry forward credits,” the Agreement provides that “the 5 excess [credit] is carried forward to the following year.” To facilitate the billing 6 computation, Defendant agreed to provide “[Plaintiff] with copies of its quarterly 7 estimated tax payment computations and annual tax returns.” 8 13. The Agreement also contains a late fee provision providing, in pertinent part: 9 “Any amounts due [Plaintiff] under this agreement upon which payment is not received 10 within thirty (30) days of the date due shall accrue a late charge of the lesser of (i) 1.5% 11 per month or (ii) the highest rate allowable by law, in each case compounded monthly to 12 the extent allowable by law.” 13 14. Additionally, the Agreement contains a reorganization provision: “Any 14 reorganization by [Defendant] that results in the suspension or elimination of Credits 15 identified by [Plaintiff] [such credits] will be treated as being utilized by [Defendant] at 16 such a time of reorganization.” 17 15. Plaintiff performed all required services under the Agreement, including 18 reviewing Defendant’s employee records; identifying numerous potential qualifying 19 employees; and submitting the required documentation to the appropriate agencies to 20 qualify Defendant for Enterprise Zone tax credits. 21 16. In July 2013 it was announced that effective January 1, 2014, the Enterprise 22 Zone program would be repealed for employees hired and equipment purchased after 23 December 31, 2013. The repeal of the Enterprise Zone tax credit program shortened the 24 carryover period from an unlimited timeframe to only the succeeding 10 taxable years if 25 necessary, or until the credit is exhausted, whichever occurs first. Any hiring credits 26 generated for employees hired on or before December 31, 2013, may be carryover over 27 to the succeeding 10 taxable years. In June 2014, Defendant went through an acquisition. 28 This acquisition led to a short period return being filed for the 2014 tax year. Similarly, 4 COMPLAINT 1 in July 2021, Defendant went through a merger which led to short period return being 2 filed for the 2021 tax year. This action eliminated credit that would have otherwise been 3 available for the 2022 and 2023 tax years. Upon learning of the elimination of credit, 4 Plaintiff advised Defendant that under the reorganization provision, any remaining credit 5 that is suspended or eliminated is deemed utilized at the time of the change in operations. 6 17. On or around January 18, 2024, Plaintiff issued invoice #21195, 7 reflecting the fees relating to the reorganization and the associated credit that was 8 suspended or eliminated. A copy of the invoice is attached as Exhibit B and incorporated 9 herein by reference in its entirety. 10 18. Plaintiff is informed and believes, and thereon alleges, that Plaintiff is 11 currently owed approximately $282,256, as well as finance charges, which continue to 12 accrue. 13 FIRST CAUSE OF ACTION 14 (Breach of Contract) 15 19. Plaintiff repeats and realleges paragraphs 1 through 18 of this Complaint and 16 incorporates the same by reference as if set forth fully herein. 17 20. There exists an enforceable agreement between Plaintiff and Defendant, as 18 set forth in paragraphs 6 to 18 of this Complaint. 19 21. Defendant has breached the terms of the Agreement by failing to pay fees 20 due under the reorganization clause for Credit that was suspended or eliminated, in direct 21 contravention to the Agreement. 22 22. Defendant’s failure to perform its obligations under the Agreement has 23 directly damaged Plaintiff by preventing it from receiving the promised benefits under 24 the Agreement. 25 23. Plaintiff has performed all conditions, covenants, and promises required on 26 its part to be performed in accordance with the terms and conditions of the Agreement. 27 24. As a proximate result of Defendant’s breach of the Agreement, Plaintiff has 28 suffered substantial damages in an amount to be proven at trial. 5 COMPLAINT 1 SECOND CAUSE OF ACTION 2 (Breach of the Covenant of Good Faith and Fair Dealing) 3 25. Plaintiff repeats and realleges paragraphs 1 through 24 of this Complaint and 4 incorporates the same by reference as if set forth fully herein. 5 26. The above-referenced Agreement and transactions between the parties 6 contain an implied covenant of good faith and fair dealing which obligates each party 7 from refraining and acting in any way that could jeopardize, impair, or interfere with the 8 rights of the other party to receive the benefits of said agreements and transactions. 9 27. Plaintiff has performed all conditions, covenants, and promises required on 10 its part to be performed in accordance with the terms and conditions of the above- 11 referenced Agreement, except those waived, excused, or rendered impossible by 12 Defendant’s material breaches thereof. 13 28. There exists an enforceable agreement between Plaintiff and Defendant, as 14 set forth in paragraphs 6 to 18 of this Complaint. 15 29. As a direct and proximate result of Defendant’s material breach of the 16 implied covenant of good faith and fair dealing, Plaintiff has suffered damages in an 17 amount to be proven at trial, plus interest thereon at the legal rate, attorneys’ fees and 18 costs. 19 THIRD CAUSE OF ACTION 20 (Declaratory Relief) 21 30. Plaintiff repeats and realleges paragraphs 1 through 29 of this Complaint and 22 incorporates the same by reference as if set forth fully herein. 23 31. An actual controversy has arisen and now exists between Plaintiff and 24 Defendant in that Plaintiff contends that Defendant owed an obligation under the 25 Agreement to remit fees relating to the reorganization. 26 32. Accordingly, an actual controversy has arisen and now exists between 27 Plaintiff, on the one hand, and Defendant on the other hand, concerning the respective 28 rights and obligations of the parties. A judicial declaration is necessary and appropriate 6 COMPLAINT 1 at this time, under the circumstances presented, in order that Plaintiff may fully ascertain 2 its rights and obligations with respect to the Agreement described herein. 3 PRAYER FOR RELIEF 4 WHEREFORE, Plaintiff prays for judgment against Defendant as follows: 5 A. For compensatory damages according to proof at trial; 6 B. For declaratory relief for judicial declaration that Defendant is liable for 7 services rendered under the Agreement; 8 C. For all costs of suit incurred herein, including reasonable attorneys’ fees; 9 D. Interest as provided by law; and 10 E. For such other and further relief as the Court deems just and proper. 11 12 DATED: March 26, 2024 LIM LAW GROUP, P.C. 13 14 By: /s/ Preston Lim 15 Preston H. Lim 16 Attorneys for Plaintiff CALIFORNIA CREDITS GROUP, LLC 17 18 19 20 21 22 23 24 25 26 27 28 7 COMPLAINT EXHIBIT A 05/18/2008 08:31 IFAX acct canon@hillmangroup.com • Keith ,Janning [£1001/004 THE CALIFORNIA CREOl'rS GROIJP LLC April 27, 2009 Mr. Kcit.h.lnnninu Di1·cc1oror lax The I lillmnn Ciroup I0590 Harniltnn AVCl)IIC Cincinnati. 01 I •15231 The Califi.lrni:1C.rcdil, Ciroup. LLC ("CCG") is pk:,scd to s11h1n.i1 this prop,,::al 10The I Iii Iman Group ("the Compm1y"). lo provide pn.ifcssional se1·viccsr(,garding the availability of hiring credits and cquipnicnt hnscd crcodilslilr the Comr:my', (\,iii,,1·ni:1,,p,:ralions ("the Credits"). ·rhc specific services nnd the t\:l:Hcod kc arrnngcnwnts arc dcsnihcd below, Our Team ('(Ji is :1 kading profossional service provider with :1 primary focus nn C:1lifr,mial·,ntcrprisc /.nnc crcdils. Tu our kn,lwlcdge CCG is the l,1rgestC;,iil'orni;il..::nwrpris,:lone cc,nsul1ing !inn in llw u:,untry, With this focus and Olli" extensive experience. CCG is 1Jlliq1.1(:ly positioned 111serve The: Hillman Group. As the Dil'ector, I will be pe1·,onnllyresponsible !'or your project. I have over eightc\:n years experience serving Fortune 500 compr.111ies. Some or the dicnts that I cu1Tent.lyserve includi: flank of J\mcrica, Best Buy, Clear Ch:111nel Co1nn1unkations. Dduxe Co1vo1·ation,c;ucs,, lfond,1, International Paper. McKesson, Morgan St,rnlcy, ;1ndStandard Rcgiskr. Our Pmc1•.1·s The centcl'piece ('f nu!' Jll'()Ccssis our timdinc. All or our p1·0,iccts:H\•(k::i1mcdto be completed withi11si.~to eight weeks l'rom when we receive i11l,H·nrn1ion, Pri.or to the co111111cnce111ent of the project we will jointly develop our work plan 1imdi1w wilh til(: Company. Wi1hthe largcs1(bl.icatcd practice. 111ll nnly nn: we abk to comm ii greater rcsuurccs than other providei·s. h111lh(: profossi(,nals we commit work exclusively in this spc.d:dizcd area. T'hisallows us to dr::1nwt.ic(IJly sl1orlc11the project timelinc. thereby rninirniz.ingthl, amount of' Company resources expended on lhc projco(,twhile simultancuusly achievi11:,,: ,;up,:rior ri.:.$lilb in the amount o/'crcdit we generate. These lwo ll1c:torsallow us t" clearly disiinguish uursdvc.s from other firms. Tl1L,first phase nrwork will take pl:ice where the Cnrnpnny's rccr,rds ;m: loc:11cdand will focus on data gathering nnd r~vi<0W. 05/18/2008 08:31 IFAX acct canon@hillmangroup com • Keith ,Janning [£1002/004 Up,,n wmplclion ol'the first phase we will 1·evicwthe avnilable documerH(ilionto mukc un initial ,kwrmination of' eligibility. Once complete, we will nsscrnblc the 1·equired do,·umentation, prepare voucher screening requests, ,mdsubmitour eerti lkation reques,s to a e il.yvoueheri11gagency. Once an employee is determined qualified we will cnmpute the allowed hiring credit and prepare our supporting workpapers. Prior to the 1111"1 ,lqJ nl' arm,nding lhe Company's tax returns, we will evnl1H1t.e whether the Company·, equipment rn11·dr:1ses ;,re digibk Ii.Jrany additional credits not previously claimed. We will primar·ily rely on lh\: Company's lix,,d asscl kdgcr durinµ this phase, 1..nqly. we will prepare amended Calil(imia tax returns fix th, affrclc.d year:, le)daim the C'rcdit. We will rely on lhc Company f'orHII:ipport.ionmcntrcl:1t,,dinfornrnlion. Upon cornplci1on. we will provide, the Cumpany with dcctronk copies ui' nil work p,1pcrsfi.ll'their lilcs. Once the (\1mp1rny·s reltmd dai111is submitwd, we will monitor its status until the claim is paid and be responsible for responding 1,, any qm,st.ions Ii-omthe slat(: rq;arding llw claim. The Co1np:my:11.1thorit.csCCG lo conduct such follow up and agrees to pr11vid(:C:CGan executed power of :.,tlorm:yto fodlitatc its rcsponsibiliries. Fees .... ,.. ....... . /, ) t/5{{' ,•' Our fee fr1rthe services described above will be an ,unount equal tu vV:!i~•¥'.+i~crrt(;;t6:; .,, of :my Credits and interest resulting from this engagement. This includes itny ,,ddiiTominilring credits subsequently generated by qualified cmplnyccs identified during ihis cn;_:.ngcrncnt. This prnvision npplks even i!'CCO is mil otherwise engaged to provide servic(,s in the ycm· in whid1 Crndils arc subsequently gcncnltcd, Int.crest includes hnth interest received and any inlerc:slavoided due.to the use of the Credits a, an 01nc1 ag11i11sl \'other unrelated F'lll rm,pnscd ad_justmcnls:ou1·f"cc1:hallhe due ,,l 11,c,time ol' sud, (1f'1~scl. if it has not been previously paid, 05/18/2008 08:31 IFAX acct canon@hillmangroup com • Keith ,Janning [£1003/004 Page 3 of ..1 Ir any Cn:dits arc ehullcngcd by the F'f[l in an exan1i11,uion.we will. at 01.11·own e~pcnsc, rcpre:;cnt the (O<,mp,111y through the examination and protest phase. If any Credits milizcd on an originally 111cdr·eiurnarc 1rltirn:1tely dis:dlowcd after examination. our· lee includes a refund provision. /\Iler you exhaust any :u1dall legal alternat.ivcs that you dec,mappropriate, 1w will 1\:l'undthe:pro•rata portion oftlw li:e that resulled frorn the disnllow,·d item or itc:ms. 71,ird Part}' Fl!<'-' Should there, be any foe charged hy any state or city agency that is associated 1vilhthe screening ol' voud1cr requests, the Company shNIIreimburse CCCi for such costs. Similarly, any foes cil:irg¢d by third parties lo obtain necessar·ydoc1m1cnt;Hionto supp<..1rt qualification shall he rcimbur·scdhy th,, C<1tnpanyto CCO as costs arc incurred. Otlter 1lf11tt1!rs T'his ,,ngagcnwnl.letter. together with th(c.General Business Terms nttad1cd hcrctn, constitute thccentire agrccrrn;nt between the Cornp;rny and CCG with n:spccl lo this rngaµcrncnt. They supcrsc,dcall other oral and written represemutions, undcr,tundings or agrc,,rnents relating to thi, cngagccnwnL;md may not be amended except by the nmt:unlwri1tm1agrccCTncnt between the Clood;md 1.1gri~ed !h;:itCCG' i·;ervict•igmay inc!ude ;:1dvict1 and (tlco1·nm~,,nd:.1t1un1,, b1.11 i~ndt,c:ltdormIn <.:ormec11cm with ttm irnpl!Nrn.1ntu\ionof 1H1r.h;:idvice and recomm(:nd::ll10M :·shaHbe me ro~fpom,d)i!ityof, Mld rn:Hl1~by, lM Cuinp~iny. In com1m:Ucm with it:; iH:?rvicoi~ GCG r.hal! be entl!led to rely on all dr:.iciiiim1(;, t1c:irm~1ndcr, crndapprovalf; of the Cornp,my. ii. Paymont ot roes -At1y imrnurilt, dui~CCC under this ,::1greement 1mon whlch p"yrnent Is not rer.~~ived within thirty (30) dtty!J oi IIK'! c!ule dU(: Mlt.11! i..lCCruei:l ! cm,-1rwi~f! provide<) in ltm iiureernent the term i;t1.:illbe~s1u1ornatical!yexiendod throu9t11h1~lax y<,JMfollovM1(1thn 1'1'11\:t of !hit ,:1qrecmer·1t ..ind e.1r'lmJc11!y !h1_;r~~1-itk~r 1mle1>11 wntt('1f"Inotice of cr-incellaf!Onis providi'id by 0ithor p;:1r1yw1m1nthirty ClO} tfayr.\of U1vcw1·1plvliOflvi CCC'~; ~,crvic(rnIH•!rnL1nc;l1~r or within thirty (30) dJys of th0 oxpinHlon of tl·1ef:\:0:11:':nded tenn. !n thi..""1 1:11,1~~01 tl~c Cornpany (!DC:~ nol ..il!OwCCG to tDrTlpl(•!lt? th!"! ~P.rvicl'.!~ cont('!mplaf~rl und~r thi$ zr.qrP.('!tT)~llil.CCG's f~e!'i will -~tillb(~ <:!(Ji:: wiH·1rt.:~:·,p(;t! to uny Crcci1tsU'l~itw·eru th!'.::.Ullj!'.:'.!d cir till:-; ~l!'.:jr{:!~-1rr11~n\ imc'j!Ml iire c;IGllmfJ(i hy lht;i (:omp(my fc:irany ye::1r \t11,1t w1,l\M h·1vi:i t)een covered under mis a91ou1ncnl. iv LirnitLttlon on D<1mit9e~ J"l'H;i Cornp;,rny oorc:(.itiH1ldCCC wid il$ pernonncl ~in,111 not bo Ht.1l1W t(.1 U'11) Compm1y fi:it ,-1ny cl;:1im11, 11r.1t11!il1i::~i:;, (n' cxpi:.m:>c~:; H•!lalin(:J 10 thh (•mtpi9tmien( lor on riggr1:.~g;:11e amount in excoiii, (1t' 1ht~fees rxiid by me Co1np.:myle 1..:C.(.',;; pur:•>l.11,int ki !!11~, cnqi'19cmw·11within Hie.:: prc,•v1ciut•tw!.:il110 ( 1;n monthl>, 1:pe11:;c.:1rciltitil'1!Jlo 11,1:·,; entp:iqcmt:::nl. The prnvi~iiom; nf tt1i!1p;-1m9rn11h 1:t111II i:1rply to the f1il!l'i!.iiw,:1i,~nt of th(~ ltiw, wMther 1nc0ntr,·1ct,1.>Wll1k:. lu!l (:;LH.:J1 ,1:;ncH!r~cr1i.;t-,), m 9thf:irwi1.1£:~, In circ1;rr15t('!nC{i wher,ll;Jbilltlf!H, r111(! exper):>l':i:1"1~lnl1nn to t,hh (..1nl,Fl(J(trn(~r·1t,t!Y.Geptto tho extent 1ina!lyjucl1cia!ly1Jetet'r'nlf1Cd to hi1vtJrr.::iu>tudp1irn<:lf'ily frurn the b,-:i(J/;)Ith (H int<:mtam1,1I rrm;mmcJuctcil CCC. Thi;i pl"Oviuionol thiti pi:1r.:1gr<'tph ~1t·1.:1!1,·.1ppty to i!'\t~1u111.:1:.;t extent or the \;:1w, whi'•!hqr i11r:011tr:-1c1. t:t[ltllti:i, tort (t~uct't a:; neqli\Ji.>.ir·101), or o!f1c,~rwi:m./11circumiitm1co wtHHe iii! or tiny portion o1 !he provi::,km of thi.',)p;"iragr~1pn(1ft': l1n,.,11y Jlf(1iClo.ll!y Lk:tcr'rl1ine;ic1 W Im LJIHJV<,li!pmr.1or•!ic)n...il to !IIQ rel11tivefault l/i;.11CCG cc:•nd1,:(.",1 tJ~i:-ir:s(o ,.111 otrK11· cc1ncll1ct91v1n91ir;0 to 1.,uc1·1c1am11:>,!iabilil1l1t,,,or 1!xpm1:-.;c:,;. vi, lndopondot1t Ccrntractor •• Ith und('f~l\ood 1:1ndat11·ei::1J mat i.::acnot me p;:1rt10:;tJC(dO i:·;,Jn in1Jcpi::Mm1tcm,tr;~ctor und m;:11MHht-)f 1"1;·1t1y w.. nor ,,1·1;:11! bl~ coni~klr.m:tdto be. l'.lnagent. diStr'ibutor, pi.:;1tncr,riduci,:uy m rnpr1:1:H:mliJtivi:: ol 1t11-i ott,m. Noit11orrnr1y i;t·1nlli1C1N ri:iprfi;>t!ntd!•;elf<:liri::ic\ly or by irnplicwtion. in any such capacity in 1ci1pt::dof lhe otnct O( in ,tho 0nof19omcnt lett0r to w1,1c!"1 thi::t';.Utorr"nt-;;:.i!'ct:llt.:::1uht:U lricludir\q ;:inl.')1:,111 (·.ll~hit)lbl, n1.:1tlttf!\f(lli11ino it') 11"11!\ ,~ngnwmwnt (whether tn contrnct. t)t:'."ltUtG',tO(t (t1UC/) a:.:11(:qll)..lOriCI.:), Of Otl!Cl'Wtl;e}, !)h::111bt:Jgovr~rnod by, .:md conWuM In /H;c;eir·d,rn(;(] wi!t1. lho law:; t,}! !ho S((·1t~i of C;:1liforni<•• (wi1hi,'!Ul9iving effect to thu r.hoic:.eof l,·iw principle tMreol') If any prtivJf;1onof '.:,wt> !<.Hrni:> or ,.rnong<.m11.mt lettN it>loun(l by \.I court of cornp(~:tent jurisdiction 1o be unenforce~blo, suc11provif.;ion i~MIJnot ;,1ff1;:ct tt11:iot1·11:1r· provi\;ir)111L but :.,uch un1.'•nfo1cc.:Jb!i::."1 provitiion :~tnlll b1.1def:'!r'nnrtrnodifiP.d lo lhP.f:'i:iitenlneCflt:,srnyto t(,n(fi.~( II i:>Jifi)(COi·ll)lt•~. pn:it\('!fVill(_J t,n 1hn h)!li',:'.i.! (>xtmll,pi:mr1iiisibletile intent of Hm rmtio~ ::,At fnrth hfm;-in, 1x. Confidentiality Tn th~ l:!Y.tentth;::it,in c:onnechon wi1h 1h!ti.c-nq;:iqc-m0n1,CCC c:nmti::;i11l1':I p<,H;::·,ci,1:-;ionof ;my pt()J)t"i~iV11y Of conf1drmtiaf in!rmm!tinn of !ht'! Comp;my, CCG will not d!sdMt~ such infornwtion !tinny lt1i1dp..:irtyv.ri!hc::iut tht'~ Cotnpl:lt1y'i.t(;N1:;N1l, (·!Y.{;(!J.i! (;i) ns m;iy be reqliired by l~W. rn9u1,1tlon, JUd!Clal Of atJniinii,;lfl'lliVI..\ P!'Dc,:i::~;, ('Jf in i;IC{,;qr(l;,1r1c(t wUl'l 1:tpp!it:<.1b!t'' prnf!i.,,i11;.it)rJa:,1I :-)!('lnd;lrdi;, or in connection with liti9ation pcrti.lin1nq 1"1t:fdO,cir·(li) !('.l !!·w l'Jxhc:nt ,.met, in1orrnation (1) s/11:111niivt-! o!hNwir-:fi b1-1tcrM ptiblidy ;,1v;i1Jable (including without limitation, ~l!1yir1fum1~·1tio!I !lied w1u·1,:.111y govorntl)ftl11i!I (.'l(.JOney.:iM b\ iw1:1i!t1blijto !M f")lJblil."!), (ii) i(,) di!)C!Q()Cdby th<:1Cornpww to/) ll'lil"(j P'ltnf:• ;)S form t-H}t {iii) l)~·!C0/11(!!-) l'H'H<'lin, (lV{lll(•lbleto CCC on() nonconficlc-nt1n!l)t\1',ltl trorn a SOUfCU OtlH::1 lht;m Hlf:l Comp(my wl1ich CCG believei; i(l no! prot)ltJili~di(Onl di1>dUndt:f no obHg<:11lor1 to idi~n!ify ,11/ Gr~rlit5 thm rnay be availr:itile to the Compr1ny :·.1nd CCC:\l'.11 ib1Mlti dh.ic1·otionm11J wilt'!out noticte m.iy i~lt1ct!tl limit the r.copl'.!of thlf. eng13gementa~,it deems nppropn,.~t(1. x1 Dofinition, !'lH:~ti::irrn:·;of ll"li~1t1(lfeis:mentapply tc /•!nyr-.ubsir:li;:lri~i:.. ;:iffi!ln!e10,r,h..irchold0n·i, membr•ir:1,and pnrtnerc, !h.\t utlh,~.cnny C:>ndit;;n.)t'i\Jl!i11n lrorn thb en~i.·igt:ment. Snould CCC bO OWf!dany n!'rinunlr. Imm :',uch pnrti(•!li th~ C0mr;;.111y ,:1~JH)('J~·!() p;.1y CCG on ti~:•tli,'llf of I\UCh pnrticm it' iiuet'l i'H)'l{)\Jnh; am riOI (HIid lirtlf•,)!yin ;JC{;nrd;rn(;1:' wilh !hii; rigrer)f1"1(·1nl xii Roorganlwtion . - Any rco1H;,mi/1,1hon by \he Cornp.:inyIIK1tmsli!tr; in tlio :.n1Hpen1;1on ot elinunt.1lk)nof CltJditt.idi~nt1limiby GCG will rJc 1re.:1todi.l'.lbt:m;q ulilli:1-!cjtJy !hr,!Compnr,y ,1t $UChtime of reorg.:u1iz~1!ion EXHIBIT B CG 87 N Raymond Avenue, Ste 522 Pasadena, CA 91103 Invoice #: 21195 Issue Date 1/18/2024 Bill To: The Hillman Group Due Date per Contract: 7/1/2014 10590 Hamilton Ave. Cincinnati, OH 45231 Invoice Due Upon Receipt Tax Period Description: Utilization Fees 20% fee for credits deemed utilized by The Hillman 12/31/2022 Group per the reorganization clause on page four, section 244,861 48,972.00 xii of the Engagement Letter. Interest charges from date of reorganization 233,284.00 Pursuant to our contract, late fees accrue at 1.5% compounded monthly from the contractual Total: $282,256.00 due date. Invoice is due upon receipt, late fees will continue to accrue from the contractual due date if Payments/Credits $0.00 not paid within 30 days of the issue date. Balance Due $282,256.00 Last Revised: 1/18/2024