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1 Navraj Rai, Esq., SBN: 333001
2 RAI LAW FIRM
1331 “L” Street
3 Bakersfield, California 93301
Telephone: (661) 633-4994
4 Email: navrajrai@railaw.org
5 Attorney for PLAINTIFF
6 ALLEN TAHUITE
7
8
SUPERIOR COURT OF THE STATE OF CALIFORNIA
9
COUNTY OF KERN, METROPOLITAN DIVISION
10
11 ALLEN TAHUITE Case No.:
12
FIRST AMENDED COMPLAINT FOR:
13 PLAINTIFF, 1. BREACH OF CONTRACT;
2. BREACH OF IMPLIED COVENANT
14 vs. OF GOOD FAITH AND FAIR
DEALING;
15 MARIA RUIZ, an individual; RUIZ 3. PROMISORRY FRAUD;
ENTERPRISES, a California Corporation; and 4. PROMISSORY ESTOPPEL
16
DOES 1 to 10, inclusive.
17
DEFENDANTS.
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19
20
21
GENERAL ALLEGATIONS
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1. At all times mentioned herein, PLAINTIFF was and now is an individual;
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24 2. The true names and capacities of Defendants, DOES 1-10, inclusive, are unknown to
25 PLAINTIFF at this time, who therefore sues said Defendants by such fictitious;
26 3. PLAINTIFF is informed and believes, and thereon alleges, that each defendant named in
27 this complaint was at all times herein mentioned, and now is, in contract with
28 PLAINTIFF and knows of any and all association with PLAINTIFF;
1 4. PLAINTIFF alleges that the defendants reside and/or have entered into contracts with
2 the PLAINTIFF in the above-cited Judicial District;
3
4
JURISDICTION AND VENUE
5
5. The venue is proper in the Superior Court of the State of California for the County of Kern
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under California Code of Civil Procedure Section 395 because Kern County is the county
7
where the contract at issue was entered into and to be performed.
8
9
10
STATEMENT OF FACTS
11 6. On or about August 29, 2022, Allen Tahuite (hereafter “PLAINTIFF’’) and parties Maria
12 Ruiz, dba Ruiz Enterprises (Hereafter “DEFENDANTS”) entered into a written agreement
13
(Hereafter “ORIGINAL AGREEMENT”).
14
7. On or about May 2, 2023, parties entered into an amended agreement to the original sale
15
agreement (hereafter “AMENDED AGREEMENT’).
16
17 8. The ORIGINAL AGREEMENT consisted of the following terms:
18 a. PLAINTIFF would purchase payroll contracts (15 “ag” clients; and 22 “non-ag”
19 clients) from DEFENDANTS for the amount of $400,000; in $5,000 monthly
20
installments, with 4.5% interest accrued monthly.
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b. PLAINTIFF would hire employees, Lizette Alcantar, Lizbet Tafoya Bueno, and
22
Guadalup Chavez, at their continued rate of pay, for the duration of five years,
23
unless they quit beforehand.
24
25 c. PLAINTIFF to pay $1,500 for monthly rent until parties agree otherwise.
26 d. PLAINTIFF agree to assume responsibility for various continued monthly expenses
27 totaling approximately $1,023.91 per month.
28
2
PLAINTIFF’s Complaint
9. Both PLAINTIFF and DEFENDANTS signed the AMENDED AGREEMENT on May 2,
1
2 2023 with the following terms:
3 a. PLAINTIFF would purchase payroll contracts (15 “ag” clients; and 22 “non-ag”
4 clients) from DEFENDANTS for the amount of $400,000; in $5,000 monthly
5
installments, with $225 in monthly interest.
6
b. PLAINTIFF will pay monthly rent of $1,600 due the first of each month payable to
7
DEFENDANT
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c. PLAINTIFF agreed to pay expenses as previously contracted.
9
10 d. Additional terms required PLAINTIFF to reimburse DEFENDANT for obtaining a
11 $66,522.71 business loan (Hereafter “LOAN”) in DEFENDANT’s name.
12 e. PLAINTIFF agreed to monthly payments to DEFENDANT of $3,685.08 per month.
13
f. PLAINTIFF agreed to terms totaling $11,493.99 per month for the following agreed
14
upon terms payable to DEFENDANT:
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i. Purchase Buyout $5,225
16
17 ii. Business loan reimbursement $3,645.08
18 iii. Office Rent $1,600
19 iv. Monthly Expenses $1,023.91
20 g. PLAINTIFF agreed payment due on the first of each month, accruing a $50 late fee
21
if not paid timely.
22
10. The AMENDED AGREEMENT was notarized on May 2, 2023 by a state certified notary
23
public.
24
25 11. During the period of September 12, 2022, and May 26, 2023, PLAINITFF paid a total of
26 $159,087.53 to DEFENDANTS as continued performance of the original and amended
27 contract.
28
3
PLAINTIFF’s Complaint
12. PLAINTIFF has paid the following totaling $106,589.53 from the period of September 13,
1
2 2023 to May 26, 2023:
3 a. Buyout down payment $45,000
4 b. Buyout monthly payment & interest $36,575
5
c. Loan 1 reimbursement $9,522.94
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d. Loan 2 reimbursement $15,491.59
7
13. Further, PLAINITFF invested $52,498.00 of his personal capital into the business via
8
deposits to keep business afloat from March 2, 2023 to May 25, 2023.
9
10
11 FIRST CAUSE OF ACTION
(Breach of Contract)
12
13 14. PLAINTIFF refers to paragraphs 1-13, inclusive, of its General Allegations, and by this
14 reference incorporates the same herein as though fully set forth as part of this First
15 Cause of Action.
16
15. On or about August 29, 2022, PLAINTIFF and DEFENDANTS entered into a valid,
17
enforceable, and binding written contract, a copy which is attached as Exhibit A, and
18
which is made a part hereof and incorporated herein by reference.
19
20 16. On or about May 2, 2023, PLAINTIFF and DEFENDANTS entered into a valid,
enforceable, and binding written contract when both parties executed an amended Bill of
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Sale Agreement. A copy which is attached as Exhibit B, and which is made a part hereof
22
and incorporated herein by reference.
23
24 17. PLAINTIFF agreed to tender $400,000 to DEFENDANTS in full consideration for this
25 contract.
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27
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PLAINTIFF’s Complaint
1 18. In exchange for PLAINTIFF agreement to tender $400,000 to DEFENDANT,
2 DEFENDANT agreed to sell to PLAINTIFF thirty-seven payroll client contracts (“ag”
3 and “non-ag”); as well as employment contracts for three DEFENDANT employees.
4
19. On or about May 26, 2023 PLAINTIFF received a letter dated May 26, 2023 from
5
DEFENDANT which states the letter’s purpose was to put PLAINTIFF on “Notice of a
6
Breach” of the parties’ legal agreement.
7
8 20. Three days later, on or about May 29, 2023, PLAINTIFF received a “Termination of
9 Legal Agreement Due to Buyer’s breach of Contract” signed by DEFENDANT—Ms.
10 Ruiz.
11 21. In said letter dated May 29, 2023, DEFENDANT alleges PLAINTIFF “constantly
12 breached” the payment agreement and stated the Agreement was terminated effective
13 immediately and would “take the business back” due to legal breach.
14
22. DEFENDANT claimed that PLAINTIFF had breached the contract multiple times since
15
the inception of the parties agreement, but regardless of this fact, DEFENDANT still
16
chose to draft an amended contract.
17
18 23. PLAINTIFF promptly ceased making payments to DEFENDANTS upon receipt of the
19 Notice of Termination from Ms. Ruiz.
20
24. PLAINTIFF has fully performed all his covenants and obligations under the agreement,
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except those whose performance has been waived or legally excused.
22
23 25. PLAINTIFF contends that since the ORIGINAL AGREEMENT, PLAINTIFF has
24 continuously and regularly made payments as per his performance requirements of the
25 ORIGINAL AGREEMENT. PLAINTIFF has tendered a total of $159,087.53 to
26 DEFENDANTS from September 2022 to May 2023.
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PLAINTIFF’s Complaint
1 26. PLAINTIFF contends that being the AMENDED AGREEMENT was signed May 2,
2 2023, as per the terms of the AGREEMENT, the next due monthly payments were June
3 1, 2023. DEFENDANT’S allegations of PLAINTIFF’S breach are premature and
4 baseless.
5
27. PLAINTIFF is informed and believes and on that basis herein alleges that on May 29,
6
2023, DEFENDANT materially and substantially breached the contract when she
7
unilaterally terminated the contract after PLAINTIFF had already tendered 39% of the
8
contract price.
9 28. As direct and proximate result of the DEFENDANTS’ breach of the contract as described
10
herein, PLAINTIFF has been damaged in an amount to conform to proof at trial, but not
11
less than $159,087.53 plus pre-judgment, post-judgment interest as allowed by law,
12
attorney’s fees and costs as provided by law.
13
14
15 SECOND CAUSE OF ACTION
(Breach of Implied Covenant of Good Faith and Fair Dealing)
16
17 29. PLAINTIFF refers to paragraphs 1-28, inclusive, and by this reference incorporates the
18 same herein as though fully set forth as part of this Second Cause of Action.
30. Implied in every contract is a covenant of good faith and fair dealing. PLAINTIFF is
19
20 informed and believes and on that basis herein alleges that on May 29, 2023
21 DEFENDANTS materially and substantially breached their implied covenant of good faith
22 and fair dealing by preventing PLAINITFF from performing PLAINTIFF’S obligations
23 under the contract and withholding from PLAINTIFF benefits that PLAINTIFF was entitled
24
to under the contract, and from exercising the discretion afforded to PLAINTIFF under
25
the contract in an irrational manner and for an illegitimate purpose. DEFENDANT
26
exercised their contractual rights and obligations malevolently for their own personal gain
27
28 and at PLAINTIFF’s expense.
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PLAINTIFF’s Complaint
31. By doing so, DEFENDANTS did not act fairly nor in good faith. Specifically,
1
2 DEFENDANT unilaterally terminated the purchase agreement alleging PLAINTIFF failed
3 to perform, after PLAINTIFF had already made $159,087.53 in payments to DEFENDANT
4 for the ORIGINAL AGREEMENT and AMENDED AGREEMENT.
5
32. As a result of DEFENDNAT’s breach as set forth in paragraphs 1 through 31, PLAINTIFF
6
has suffered general damages in the amount of at least $159,087.53.
7
33. The general damages flow directly from and are the natural and probable consequence of
8
DEFENDANT’s breach.
9
10 34. As direct and proximate result of the DEFENDANTS’ breach as described herein,
11 PLAINTIFF has been damaged in an amount to conform to proof at trial, but not less than
12 $159,087.53 plus pre-judgment, post-judgment interest as allowed by law, attorney’s fees
13
and costs as provided by law.
14
15
THIRD CAUSE OF ACTION
16
(Promissory Fraud)
17
35. PLAINTIFF refers to paragraphs 1-34, inclusive, and by this reference incorporates the
18
same herein as though fully set forth as part of this Third Cause of Action.
19
36. DEFENDANTS represented that DEFENDANTS intended to sell PLAINTIFF 37 payroll
20
client contracts from DEFENDANT Corporation—Ruiz Enterprises.
21
37. DEFENDANTS agreed to the ORIGINAL AGREEMENT and AMENDED AGREEMENT
22
23 for $400,000 consideration payable by PLAINTIFF to DEFENDANT, Maria Ruiz.
24 38. DEFENDANT executed the AMENDED AGREEMENT with PLAINTIFF on May 2,
25 2023. On May 29, 2023, sent PLAINTIFF “Notice of Termination” of sale agreement
26
claiming PLAINTIFF breached payment arrangements. As per the AMENDED
27
28
7
PLAINTIFF’s Complaint
AGREEMENT, the next payment was not due until June 1, 2023. Furthermore,
1
2 PLAINITFF had already paid $159,087.53 to DEFENDANT.
3 39. PLAINTIFF is informed and believes and, on that basis, alleges that DEFENDANTS had
4 no intention of honoring these false promises when DEFENDANT made them because
5
DEFENDANT had no basis to unilaterally terminate the AMENDED AGREEMENT.
6
40. PLAINTIFF is informed and believes and, on that basis, alleges that DEFENDANTS
7
deliberately made the false promise regarding intention to sale 37 client contracts to
8
PLAINITFF to induce PLAINTIFF to enter into a transaction for malicious personal
9
10 economic gain.
11 41. PLAINITFF relied to his determinant on DEFENDANTS’ false promises by entering into
12 the transaction. PLAINTIFF would have behaved differently if PLAINTIFF had known the
13
promise was false in that PLAINTIFF would have not paid $159,087.53 to DEFENDANT,
14
or PLAINTIFF would have avoided entering into fraudulent contract with DEFENDANT.
15
42. PLAINTIFF’s reliance on DEFENDANT’S false promises was justified in that PLAINTIFF
16
17 had no reason to doubt the truthfulness of DEFENDANTS’ promises about the intention to
18 sale client payroll contracts and uphold DEFENDANT’s duty to perform under
19 AMENDED AGREEMENT.
20 43. DEFENDANT’s false promises, inducing PLAINTIFF’s reliance theron, was the direct and
21
proximate cause of PLAINTIFF’S loss, which PLAINTIFF would not have sustained but
22
for DEFENDANT’s fraud.
23
44. As direct and proximate result of the DEFENDANTS’ false promises as described herein,
24
25 PLAINTIFF has been damaged in an amount to conform to proof at trial, but not less than
26 $159,087.53 plus interest as allowed by law, and attorney’s fees and costs as provided by
27 law.
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8
PLAINTIFF’s Complaint
1
2 FOURTH CAUSE OF ACTION
(Promissory Estoppel)
3
4 45. PLAINTIFF refers to paragraphs 1-44, inclusive, and by this reference incorporates the
same herein as though fully set forth as part of this Fourth Cause of Action.
5
46. PLAINTIFF alleges in the alternative to his breach of contract claim that PLAINTIFF is
6
entitled to recover under the doctrine of promissory estoppel if it is determined that either a
7
8 valid and enforceable contract does not exist, the existing contract does not cover the
9 subject matter of the dispute between the PLAINTIFF and DEFENDANTS, or the existing
10 contract is void, invalid, or unenforceable.
11
47. On May 2, 2023, DEFENDANT made an unambiguous written promise to PLAINTIFF.
12
48. DEFENDANTS agreed to enter into an AMENDED AGREEMENT for the sale of 37 client
13
payroll contracts in exchange for $400,000 in consideration from PLAINTIFF.
14
15 49. DEFENDANT was in a position to fully perform, fulfill, and carry out the terms and
16 conditions of the promise they made to PLAINTIFF because DEFENDANT, Maria Ruiz,
17 and DEFENDANT Corporation, Ruiz Enterprise, were in direct control of the client payroll
18 contracts and at all times was the DEFENDANT Corporation open and doing regular
19
business.
20
50. Furthermore, PLAINTIFF had been regularly paying and performing his end of the bargain
21
as required by the ORIGINAL AGREEMENT and AMENDED AGREEMENT from
22
23 September 2022 to May 2023.
24 51. It was foreseeable that DEFENDANT’s promise would cause or induce PLAINTIFF to act
25 in reasonable reliance on DEFENDANT’s promises.
26
52. PLAINTIFF acted in accordance with all directives, instructions, and requests made to him
27
by DEFENDANT.
28
9
PLAINTIFF’s Complaint
53. In reliance on DEFENDANTS’ promises, PLAINTIFF paid in total $159,087.53 in
1
2 payments to DEFENDANTS form September 2022, to May 2023.
3 54. The AMENDED AGREEMENT dated May 2, 2023, was notarized and fully executed by
4 both parties after PLAINTIFF had already paid a substantial amount of money to
5
DEFENDANT based on the ORIGNIAL AGREEMENT from September, 2022.
6
55. As a result of PLAINTIFFI’s reliance, PLAINTIFF suffered a substantial change in
7
position.
8
56. PLAINTIFF has suffered extreme financial hardship as he has lost $159,087.53 in money
9
10 paid to DEFENDANT. PLAINTIFF has received no benefit of the bargain in exchange for
11 payments tendered to DEFENDANT.
12 57. Injustice can be avoided only by enforcement of the DEFENDANT’s promise.
13
58. Not enforcing the DEFENDANT’s promise, would result in unjust consequences, such as
14
$159,087.53 damages sustained.
15
59. As a result, PLAINTIFF has suffered actual, significant, and unconscionable injury,
16
17 DEFENDANT would be unjustly enriched if PLAINTIFF is not made whole.
18 60. The damages described above are beyond those which flow naturally from DEFENDANT’s
19 nonperformance of their promises or obligations to PLAINTIFF.
20
21
FIFTH CAUSE OF ACTION
22 (Unjust Enrichment)
23
61. PLAINTIFF refers to paragraphs 1-60, inclusive, and by this reference incorporates the
24
same herein as though fully set forth as part of this Fifth Cause of Action.
25
62. DEFENDANT’s were unjustly enriched because of the additional improvements made
26
by PLAINTIFF to the business which were made upon the reliance that PLAINTIFF
27
would own the business.
28
10
PLAINTIFF’s Complaint
1 63. Upon DEFENDANT’s request by both words, conduct, and contract, PLAINTIFF
2 performed by paying DEFENDANT’s and making improvements upon the business.
3 64. PLAINTIFF performed and rendered payments as requested.
4
65. DEFENDANT’s have no paid PLAINTIFF for the improvements rendered.
5
66. DEFENDANT’s still have physical and legal possession of the business in question.
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PRAYER FOR RELIEF
9
THEREFORE, PLAINTIFF prays for judgment against DEFENDANT as follows:
10
1. For an award of all damages available in law and according to proof at trial;
11
12 2. For punitive and exemplary damages;
13 3. For interest to the extent allowed by law;
14 4. For reasonable attorney’s fees and costs to the extent permitted by law; AND
15 5. For such other and further relief as the court deems just and proper.
16
17
18 Dated: 2/08/2024 RAI LAW FIRM
19
20
By:___________________________
21
Navraj Rai Esq.
22 Attorney for PLAINTIFF, Allen Tahuite
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PLAINTIFF’s Complaint
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1 Navraj Rai, Esq., SBN: 333001 2 RAI LAW FIRM 1331 “L” Street 3 Bakersfield, California 93301 Telephone: (661) 633-4994 4 Email: navrajrai@railaw.org 5 Attorney for PLAINTIFF 6 ALLEN TAHUITE 7 8 SUPERIOR COURT OF THE STATE OF CALIFORNIA 9 COUNTY OF KERN, METROPOLITAN DIVISION 10 11 ALLEN TAHUITE Case No.: 12 FIRST AMENDED COMPLAINT FOR: 13 PLAINTIFF, 1. BREACH OF CONTRACT; 2. BREACH OF IMPLIED COVENANT 14 vs. OF GOOD FAITH AND FAIR DEALING; 15 MARIA RUIZ, an individual; RUIZ 3. PROMISORRY FRAUD; ENTERPRISES, a California Corporation; and 4. PROMISSORY ESTOPPEL 16 DOES 1 to 10, inclusive. 17 DEFENDANTS. 18 19 20 21 GENERAL ALLEGATIONS 22 1. At all times mentioned herein, PLAINTIFF was and now is an individual; 23 24 2. The true names and capacities of Defendants, DOES 1-10, inclusive, are unknown to 25 PLAINTIFF at this time, who therefore sues said Defendants by such fictitious; 26 3. PLAINTIFF is informed and believes, and thereon alleges, that each defendant named in 27 this complaint was at all times herein mentioned, and now is, in contract with 28 PLAINTIFF and knows of any and all association with PLAINTIFF; 1 4. PLAINTIFF alleges that the defendants reside and/or have entered into contracts with 2 the PLAINTIFF in the above-cited Judicial District; 3 4 JURISDICTION AND VENUE 5 5. The venue is proper in the Superior Court of the State of California for the County of Kern 6 under California Code of Civil Procedure Section 395 because Kern County is the county 7 where the contract at issue was entered into and to be performed. 8 9 10 STATEMENT OF FACTS 11 6. On or about August 29, 2022, Allen Tahuite (hereafter “PLAINTIFF’’) and parties Maria 12 Ruiz, dba Ruiz Enterprises (Hereafter “DEFENDANTS”) entered into a written agreement 13 (Hereafter “ORIGINAL AGREEMENT”). 14 7. On or about May 2, 2023, parties entered into an amended agreement to the original sale 15 agreement (hereafter “AMENDED AGREEMENT’). 16 17 8. The ORIGINAL AGREEMENT consisted of the following terms: 18 a. PLAINTIFF would purchase payroll contracts (15 “ag” clients; and 22 “non-ag” 19 clients) from DEFENDANTS for the amount of $400,000; in $5,000 monthly 20 installments, with 4.5% interest accrued monthly. 21 b. PLAINTIFF would hire employees, Lizette Alcantar, Lizbet Tafoya Bueno, and 22 Guadalup Chavez, at their continued rate of pay, for the duration of five years, 23 unless they quit beforehand. 24 25 c. PLAINTIFF to pay $1,500 for monthly rent until parties agree otherwise. 26 d. PLAINTIFF agree to assume responsibility for various continued monthly expenses 27 totaling approximately $1,023.91 per month. 28 2 PLAINTIFF’s Complaint 9. Both PLAINTIFF and DEFENDANTS signed the AMENDED AGREEMENT on May 2, 1 2 2023 with the following terms: 3 a. PLAINTIFF would purchase payroll contracts (15 “ag” clients; and 22 “non-ag” 4 clients) from DEFENDANTS for the amount of $400,000; in $5,000 monthly 5 installments, with $225 in monthly interest. 6 b. PLAINTIFF will pay monthly rent of $1,600 due the first of each month payable to 7 DEFENDANT 8 c. PLAINTIFF agreed to pay expenses as previously contracted. 9 10 d. Additional terms required PLAINTIFF to reimburse DEFENDANT for obtaining a 11 $66,522.71 business loan (Hereafter “LOAN”) in DEFENDANT’s name. 12 e. PLAINTIFF agreed to monthly payments to DEFENDANT of $3,685.08 per month. 13 f. PLAINTIFF agreed to terms totaling $11,493.99 per month for the following agreed 14 upon terms payable to DEFENDANT: 15 i. Purchase Buyout $5,225 16 17 ii. Business loan reimbursement $3,645.08 18 iii. Office Rent $1,600 19 iv. Monthly Expenses $1,023.91 20 g. PLAINTIFF agreed payment due on the first of each month, accruing a $50 late fee 21 if not paid timely. 22 10. The AMENDED AGREEMENT was notarized on May 2, 2023 by a state certified notary 23 public. 24 25 11. During the period of September 12, 2022, and May 26, 2023, PLAINITFF paid a total of 26 $159,087.53 to DEFENDANTS as continued performance of the original and amended 27 contract. 28 3 PLAINTIFF’s Complaint 12. PLAINTIFF has paid the following totaling $106,589.53 from the period of September 13, 1 2 2023 to May 26, 2023: 3 a. Buyout down payment $45,000 4 b. Buyout monthly payment & interest $36,575 5 c. Loan 1 reimbursement $9,522.94 6 d. Loan 2 reimbursement $15,491.59 7 13. Further, PLAINITFF invested $52,498.00 of his personal capital into the business via 8 deposits to keep business afloat from March 2, 2023 to May 25, 2023. 9 10 11 FIRST CAUSE OF ACTION (Breach of Contract) 12 13 14. PLAINTIFF refers to paragraphs 1-13, inclusive, of its General Allegations, and by this 14 reference incorporates the same herein as though fully set forth as part of this First 15 Cause of Action. 16 15. On or about August 29, 2022, PLAINTIFF and DEFENDANTS entered into a valid, 17 enforceable, and binding written contract, a copy which is attached as Exhibit A, and 18 which is made a part hereof and incorporated herein by reference. 19 20 16. On or about May 2, 2023, PLAINTIFF and DEFENDANTS entered into a valid, enforceable, and binding written contract when both parties executed an amended Bill of 21 Sale Agreement. A copy which is attached as Exhibit B, and which is made a part hereof 22 and incorporated herein by reference. 23 24 17. PLAINTIFF agreed to tender $400,000 to DEFENDANTS in full consideration for this 25 contract. 26 27 28 4 PLAINTIFF’s Complaint 1 18. In exchange for PLAINTIFF agreement to tender $400,000 to DEFENDANT, 2 DEFENDANT agreed to sell to PLAINTIFF thirty-seven payroll client contracts (“ag” 3 and “non-ag”); as well as employment contracts for three DEFENDANT employees. 4 19. On or about May 26, 2023 PLAINTIFF received a letter dated May 26, 2023 from 5 DEFENDANT which states the letter’s purpose was to put PLAINTIFF on “Notice of a 6 Breach” of the parties’ legal agreement. 7 8 20. Three days later, on or about May 29, 2023, PLAINTIFF received a “Termination of 9 Legal Agreement Due to Buyer’s breach of Contract” signed by DEFENDANT—Ms. 10 Ruiz. 11 21. In said letter dated May 29, 2023, DEFENDANT alleges PLAINTIFF “constantly 12 breached” the payment agreement and stated the Agreement was terminated effective 13 immediately and would “take the business back” due to legal breach. 14 22. DEFENDANT claimed that PLAINTIFF had breached the contract multiple times since 15 the inception of the parties agreement, but regardless of this fact, DEFENDANT still 16 chose to draft an amended contract. 17 18 23. PLAINTIFF promptly ceased making payments to DEFENDANTS upon receipt of the 19 Notice of Termination from Ms. Ruiz. 20 24. PLAINTIFF has fully performed all his covenants and obligations under the agreement, 21 except those whose performance has been waived or legally excused. 22 23 25. PLAINTIFF contends that since the ORIGINAL AGREEMENT, PLAINTIFF has 24 continuously and regularly made payments as per his performance requirements of the 25 ORIGINAL AGREEMENT. PLAINTIFF has tendered a total of $159,087.53 to 26 DEFENDANTS from September 2022 to May 2023. 27 28 5 PLAINTIFF’s Complaint 1 26. PLAINTIFF contends that being the AMENDED AGREEMENT was signed May 2, 2 2023, as per the terms of the AGREEMENT, the next due monthly payments were June 3 1, 2023. DEFENDANT’S allegations of PLAINTIFF’S breach are premature and 4 baseless. 5 27. PLAINTIFF is informed and believes and on that basis herein alleges that on May 29, 6 2023, DEFENDANT materially and substantially breached the contract when she 7 unilaterally terminated the contract after PLAINTIFF had already tendered 39% of the 8 contract price. 9 28. As direct and proximate result of the DEFENDANTS’ breach of the contract as described 10 herein, PLAINTIFF has been damaged in an amount to conform to proof at trial, but not 11 less than $159,087.53 plus pre-judgment, post-judgment interest as allowed by law, 12 attorney’s fees and costs as provided by law. 13 14 15 SECOND CAUSE OF ACTION (Breach of Implied Covenant of Good Faith and Fair Dealing) 16 17 29. PLAINTIFF refers to paragraphs 1-28, inclusive, and by this reference incorporates the 18 same herein as though fully set forth as part of this Second Cause of Action. 30. Implied in every contract is a covenant of good faith and fair dealing. PLAINTIFF is 19 20 informed and believes and on that basis herein alleges that on May 29, 2023 21 DEFENDANTS materially and substantially breached their implied covenant of good faith 22 and fair dealing by preventing PLAINITFF from performing PLAINTIFF’S obligations 23 under the contract and withholding from PLAINTIFF benefits that PLAINTIFF was entitled 24 to under the contract, and from exercising the discretion afforded to PLAINTIFF under 25 the contract in an irrational manner and for an illegitimate purpose. DEFENDANT 26 exercised their contractual rights and obligations malevolently for their own personal gain 27 28 and at PLAINTIFF’s expense. 6 PLAINTIFF’s Complaint 31. By doing so, DEFENDANTS did not act fairly nor in good faith. Specifically, 1 2 DEFENDANT unilaterally terminated the purchase agreement alleging PLAINTIFF failed 3 to perform, after PLAINTIFF had already made $159,087.53 in payments to DEFENDANT 4 for the ORIGINAL AGREEMENT and AMENDED AGREEMENT. 5 32. As a result of DEFENDNAT’s breach as set forth in paragraphs 1 through 31, PLAINTIFF 6 has suffered general damages in the amount of at least $159,087.53. 7 33. The general damages flow directly from and are the natural and probable consequence of 8 DEFENDANT’s breach. 9 10 34. As direct and proximate result of the DEFENDANTS’ breach as described herein, 11 PLAINTIFF has been damaged in an amount to conform to proof at trial, but not less than 12 $159,087.53 plus pre-judgment, post-judgment interest as allowed by law, attorney’s fees 13 and costs as provided by law. 14 15 THIRD CAUSE OF ACTION 16 (Promissory Fraud) 17 35. PLAINTIFF refers to paragraphs 1-34, inclusive, and by this reference incorporates the 18 same herein as though fully set forth as part of this Third Cause of Action. 19 36. DEFENDANTS represented that DEFENDANTS intended to sell PLAINTIFF 37 payroll 20 client contracts from DEFENDANT Corporation—Ruiz Enterprises. 21 37. DEFENDANTS agreed to the ORIGINAL AGREEMENT and AMENDED AGREEMENT 22 23 for $400,000 consideration payable by PLAINTIFF to DEFENDANT, Maria Ruiz. 24 38. DEFENDANT executed the AMENDED AGREEMENT with PLAINTIFF on May 2, 25 2023. On May 29, 2023, sent PLAINTIFF “Notice of Termination” of sale agreement 26 claiming PLAINTIFF breached payment arrangements. As per the AMENDED 27 28 7 PLAINTIFF’s Complaint AGREEMENT, the next payment was not due until June 1, 2023. Furthermore, 1 2 PLAINITFF had already paid $159,087.53 to DEFENDANT. 3 39. PLAINTIFF is informed and believes and, on that basis, alleges that DEFENDANTS had 4 no intention of honoring these false promises when DEFENDANT made them because 5 DEFENDANT had no basis to unilaterally terminate the AMENDED AGREEMENT. 6 40. PLAINTIFF is informed and believes and, on that basis, alleges that DEFENDANTS 7 deliberately made the false promise regarding intention to sale 37 client contracts to 8 PLAINITFF to induce PLAINTIFF to enter into a transaction for malicious personal 9 10 economic gain. 11 41. PLAINITFF relied to his determinant on DEFENDANTS’ false promises by entering into 12 the transaction. PLAINTIFF would have behaved differently if PLAINTIFF had known the 13 promise was false in that PLAINTIFF would have not paid $159,087.53 to DEFENDANT, 14 or PLAINTIFF would have avoided entering into fraudulent contract with DEFENDANT. 15 42. PLAINTIFF’s reliance on DEFENDANT’S false promises was justified in that PLAINTIFF 16 17 had no reason to doubt the truthfulness of DEFENDANTS’ promises about the intention to 18 sale client payroll contracts and uphold DEFENDANT’s duty to perform under 19 AMENDED AGREEMENT. 20 43. DEFENDANT’s false promises, inducing PLAINTIFF’s reliance theron, was the direct and 21 proximate cause of PLAINTIFF’S loss, which PLAINTIFF would not have sustained but 22 for DEFENDANT’s fraud. 23 44. As direct and proximate result of the DEFENDANTS’ false promises as described herein, 24 25 PLAINTIFF has been damaged in an amount to conform to proof at trial, but not less than 26 $159,087.53 plus interest as allowed by law, and attorney’s fees and costs as provided by 27 law. 28 8 PLAINTIFF’s Complaint 1 2 FOURTH CAUSE OF ACTION (Promissory Estoppel) 3 4 45. PLAINTIFF refers to paragraphs 1-44, inclusive, and by this reference incorporates the same herein as though fully set forth as part of this Fourth Cause of Action. 5 46. PLAINTIFF alleges in the alternative to his breach of contract claim that PLAINTIFF is 6 entitled to recover under the doctrine of promissory estoppel if it is determined that either a 7 8 valid and enforceable contract does not exist, the existing contract does not cover the 9 subject matter of the dispute between the PLAINTIFF and DEFENDANTS, or the existing 10 contract is void, invalid, or unenforceable. 11 47. On May 2, 2023, DEFENDANT made an unambiguous written promise to PLAINTIFF. 12 48. DEFENDANTS agreed to enter into an AMENDED AGREEMENT for the sale of 37 client 13 payroll contracts in exchange for $400,000 in consideration from PLAINTIFF. 14 15 49. DEFENDANT was in a position to fully perform, fulfill, and carry out the terms and 16 conditions of the promise they made to PLAINTIFF because DEFENDANT, Maria Ruiz, 17 and DEFENDANT Corporation, Ruiz Enterprise, were in direct control of the client payroll 18 contracts and at all times was the DEFENDANT Corporation open and doing regular 19 business. 20 50. Furthermore, PLAINTIFF had been regularly paying and performing his end of the bargain 21 as required by the ORIGINAL AGREEMENT and AMENDED AGREEMENT from 22 23 September 2022 to May 2023. 24 51. It was foreseeable that DEFENDANT’s promise would cause or induce PLAINTIFF to act 25 in reasonable reliance on DEFENDANT’s promises. 26 52. PLAINTIFF acted in accordance with all directives, instructions, and requests made to him 27 by DEFENDANT. 28 9 PLAINTIFF’s Complaint 53. In reliance on DEFENDANTS’ promises, PLAINTIFF paid in total $159,087.53 in 1 2 payments to DEFENDANTS form September 2022, to May 2023. 3 54. The AMENDED AGREEMENT dated May 2, 2023, was notarized and fully executed by 4 both parties after PLAINTIFF had already paid a substantial amount of money to 5 DEFENDANT based on the ORIGNIAL AGREEMENT from September, 2022. 6 55. As a result of PLAINTIFFI’s reliance, PLAINTIFF suffered a substantial change in 7 position. 8 56. PLAINTIFF has suffered extreme financial hardship as he has lost $159,087.53 in money 9 10 paid to DEFENDANT. PLAINTIFF has received no benefit of the bargain in exchange for 11 payments tendered to DEFENDANT. 12 57. Injustice can be avoided only by enforcement of the DEFENDANT’s promise. 13 58. Not enforcing the DEFENDANT’s promise, would result in unjust consequences, such as 14 $159,087.53 damages sustained. 15 59. As a result, PLAINTIFF has suffered actual, significant, and unconscionable injury, 16 17 DEFENDANT would be unjustly enriched if PLAINTIFF is not made whole. 18 60. The damages described above are beyond those which flow naturally from DEFENDANT’s 19 nonperformance of their promises or obligations to PLAINTIFF. 20 21 FIFTH CAUSE OF ACTION 22 (Unjust Enrichment) 23 61. PLAINTIFF refers to paragraphs 1-60, inclusive, and by this reference incorporates the 24 same herein as though fully set forth as part of this Fifth Cause of Action. 25 62. DEFENDANT’s were unjustly enriched because of the additional improvements made 26 by PLAINTIFF to the business which were made upon the reliance that PLAINTIFF 27 would own the business. 28 10 PLAINTIFF’s Complaint 1 63. Upon DEFENDANT’s request by both words, conduct, and contract, PLAINTIFF 2 performed by paying DEFENDANT’s and making improvements upon the business. 3 64. PLAINTIFF performed and rendered payments as requested. 4 65. DEFENDANT’s have no paid PLAINTIFF for the improvements rendered. 5 66. DEFENDANT’s still have physical and legal possession of the business in question. 6 7 8 PRAYER FOR RELIEF 9 THEREFORE, PLAINTIFF prays for judgment against DEFENDANT as follows: 10 1. For an award of all damages available in law and according to proof at trial; 11 12 2. For punitive and exemplary damages; 13 3. For interest to the extent allowed by law; 14 4. For reasonable attorney’s fees and costs to the extent permitted by law; AND 15 5. For such other and further relief as the court deems just and proper. 16 17 18 Dated: 2/08/2024 RAI LAW FIRM 19 20 By:___________________________ 21 Navraj Rai Esq. 22 Attorney for PLAINTIFF, Allen Tahuite 23 24 25 26 27 28 11 PLAINTIFF’s Complaint