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1 FRAIGUN LAW GROUP
MARINA KATS FRAIGUN, SBN 192563
2 15250 Ventura Boulevard
Penthouse 1220
3 Sherman Oaks, CA 91403
E-Mail: mfraigun@fraigunlaw.com
4 Telephone: (818) 981-1800
5 Attorneys for Plaintiffs
6
7 SUPERIOR COURT OF THE STATE OF CALIFORNIA
8 FOR THE COUNTY OF KERN
9
KYLE DAVENPORT; STOCKDALE ) CASE NO.
10 SOLAR POWER GROUP INC, a )
California corporation now known as ) [Unlimited Civil Jurisdiction]
11 PARAMOUNT HOME SERVICES INC.; )
HAYDEN GONZALES; ANDREW ) COMPLAINT FOR DAMAGES:
12 HELEWA; ELIZABETH HERRERA; )
GEHRIG TRUJILLO; ABEL ORTIZ; ) 1. BREACH OF WRITTEN CONTRACT
13 CHRIS RODRIGUEZ; NIMA ) 2. BREACH OF ORAL CONTRACT
FAROKHIRAD; DAVID CASTRO; ) 3. BREACH OF IMPLIED-IN-FACT
14 BLAIR JONES; DENNY TRUMAN; ) CONTRACT
MATTHEW HODGES; JORDAN ) 4. BREACH OF THE IMPLIED
15 GARZA; CASIE CORTEZ; JESUS ) COVENANT OF GOOD FAITH AND
TORRES-RODRIGUEZ; RONY ) FAIR DEALING
16 MANCIA; MARIO ACCINELLI- ) 5. UNFAIR BUSINESS PRACTICES
MOROTE; PEDRO PEREZ, ) [Business and Professions Code
17 ) §17200]
Plaintiffs, ) 6. FAILURE TO PAY EARNED WAGES
18 ) [Labor Code §204]
vs. ) 7. VIOLATION OF LABOR CODE
19 ) SECTION 226(a)
STOCKDALE SOLAR, LLC, a California ) 8. ACCOUNTING
20 limited liability company, doing business as ) 9. VIOLATION OF LABOR CODE §201
STOCKDALE SOLAR and STOCKDALE ) AND FOR STATUTORY PENALTIES
21 SOLAR GROUP, also known as ) UNDER LABOR CODE §203
STOCKDALE SOLAR GROUP, LLC; )
22 STOCKDALE RENEWABLE )
CONSTRUCTION LLC, a California )
23 limited liability company; FOUNDATION )
SOLAR LLC, a California limited liability )
24 company; MATTHEW JOSEPH )
DIGIROLAMO, an individual; TYLER )
25 PATTERSON, an individual; and DOES 1 )
through 50, Inclusive, )
26 )
Defendants. )
27 )
___________________________________ )
28
-1- COMPLAINT FOR DAMAGES
1 Plaintiffs KYLE DAVENPORT (“DAVENPORT”); STOCKDALE SOLAR POWER
2 GROUP INC, a California corporation now known as PARAMOUNT HOME SERVICES
3 INC. (“PARAMOUNT”); HAYDEN GONZALES (“GONZALES”); ANDREW HELEWA
4 (“HELEWA”); ELIZABETH HERRERA (“HERRERA”); GEHRIG TRUJILLO
5 (“TRUJILLO”); ABEL ORTIZ (“ORTIZ”); CHRIS RODRIGUEZ (“RODRIGUEZ”); NIMA
6 FAROKHIRAD (“FAROKHIRAD”); DAVID CASTRO (“CASTRO”); BLAIR JONES
7 (“JONES”); DENNY TRUMAN (“TRUMAN”); MATTHEW HODGES (“HODGES”);
8 JORDAN GARZA (“GARZA”); CASIE CORTEZ (“CORTEZ”); JESUS
9 TORRES-RODRIGUEZ (“TORRES-RODRIGUEZ”); RONY MANCIA (“MANCIA”);
10 MARIO ACCINELLI-MOROTE (“ACCINELLI-MOROTE”); PEDRO PEREZ (“PEREZ”)
11 (collectively “Plaintiffs”) complain and allege:
12 INTRODUCTION
13 1. At all times mentioned herein, Plaintiffs DAVENPORT, GONZALES,
14 HELEWA, HERRERA, TRUJILLO, ORTIZ, RODRIGUEZ, FAROKHIRAD, CASTRO,
15 JONES, TRUMAN, HODGES, GARZA, CORTEZ, TORRES-RODRIGUEZ, MANCIA,
16 ACCINELLI-MOROTE and PEREZ (“EMPLOYEES”) were employed by Defendants
17 STOCKDALE SOLAR, LLC, a California limited liability company, doing business as
18 STOCKDALE SOLAR and STOCKDALE SOLAR GROUP, also known as STOCKDALE
19 SOLAR GROUP, LLC and/or DOES 1 through 50 (collectively “EMPLOYER” and/or
20 “STOCKDALE SOLAR”).
21 2. EMPLOYEES were hired by EMPLOYER beginning on various dates between
22 2019 and 2023.
23 3. At all times mentioned herein, Plaintiff DAVENPORT was and is the Chief
24 Executive Officer, Chief Financial Officer, Secretary and sole Director of Plaintiff
25 STOCKDALE SOLAR POWER GROUP INC, a California corporation, now known as
26 PARAMOUNT HOME SERVICES INC. (“PARAMOUNT”). PARAMOUNT is active and
27 in good standing.
28 ///
-2- COMPLAINT FOR DAMAGES
1 4. Plaintiffs are informed, believe, and thereon allege that STOCKDALE
2 RENEWABLE CONSTRUCTION LLC (“STOCKDALE RENEWABLE”), FOUNDATION
3 SOLAR LLC (“FOUNDATION SOLAR”) and/or DOES 1 through 50, are the alter egos of
4 and/or successor entities of Defendant EMPLOYER (the “SUCCESSOR ENTITIES”).
5 5. Plaintiffs are informed, believe, and thereon allege that, at all times mentioned
6 herein, Defendant MATTHEW JOSEPH DIGIROLAMO, an individual (“DIGIROLAMO”)
7 was and is an owner, operator, manager, employee, agent, supervisor, servant, partner,
8 member, shareholder, officer, director and/or co-conspirator of Defendants STOCKDALE
9 SOLAR; STOCKDALE RENEWABLE; FOUNDATION SOLAR; and/or DOES 1 through
10 50.
11 6. Plaintiffs are informed, believe, and thereon allege that, at all times mentioned
12 herein, Defendant DIGIROLAMO was a Manager/Member, Chief Executive Officer, and
13 designated agent for service of process for STOCKDALE SOLAR.
14 7. Plaintiffs are informed, believe, and thereon allege that, at all times mentioned
15 herein, Defendant DIGIROLAMO was a Manager/Member of FOUNDATION SOLAR
16 and/or STOCKDALE RENEWABLE.
17 8. Plaintiffs are informed, believe, and thereon allege that, at all times mentioned
18 herein, Defendant TYLER PATTERSON, an individual, (“PATTERSON”) was an owner,
19 operator, manager, employee, agent, supervisor, servant, partner, member, shareholder,
20 officer, director and/or co-conspirator of, without limitation, Defendants STOCKDALE
21 SOLAR, STOCKDALE RENEWABLE and/or DOES 1 through 50.
22 9. Defendants MATTHEW JOSEPH DIGIROLAMO; TYLER PATTERSON; and
23 DOES 1 through 50 are collectively referred to as the “PRINCIPALS.”
24 10. Defendants STOCKDALE SOLAR LLC; STOCKDALE RENEWABLE
25 CONSTRUCTION LLC; FOUNDATION SOLAR LLC; MATTHEW JOSEPH
26 DIGIROLAMO; TYLER PATTERSON; and DOES 1 through 50 are collectively referred to
27 as “Defendants.”
28 ///
-3- COMPLAINT FOR DAMAGES
1 11. Plaintiffs are informed, believe, and thereon allege that EMPLOYER and/or
2 SUCCESSOR ENTITIES are the alter egos of the PRINCIPALS and/or of each other.
3 12. During their employment, EMPLOYEES were non-exempt employees, entitled to
4 the protections of the Fair Labor Standards Act (“FLSA”), Industrial Wage Orders, and the
5 California Labor Code. At all times mentioned herein, EMPLOYER failed to pay
6 EMPLOYEES all of the wages that they earned, as herein alleged, and as required by the
7 FLSA, the California Labor Code and applicable Industrial Wage Orders.
8 13. Plaintiffs, and each of them, entered into an employment agreement with
9 EMPLOYER (the “EMPLOYMENT AGREEMENT”), the terms of which were
10 memorialized in a written Confidential Dealer Partner Agreement (the “WRITTEN
11 CONTRACT”).
12 14. The terms of the EMPLOYMENT AGREEMENT were confirmed in verbal
13 communications (the “ORAL CONTRACT”) and/or implied by the express conduct of the
14 parties pursuant to, without limitation, Civil Code §1621 (the “IMPLIED-IN-FACT
15 CONTRACT”).
16 15. Under the terms of the EMPLOYMENT AGREEMENT, Plaintiffs’ earnings
17 consisted of commissions based upon “the base per watt price” of each completed job (“Base
18 Per Watt Commissions”) that they sold. Plaintiffs’ commissions were based on the difference
19 between the per watt customer sales price and the base per watt then in effect, multiplied by
20 the system KW (i.e. capacity).
21 16. Within two years past, EMPLOYER failed to timely pay Plaintiffs the full amount
22 of the agreed upon Base Per Watt Commissions, and failed and refused to provide any
23 accounting for the basis of the commissions paid to Plaintiffs (for example, in the form of
24 invoices or receipts indicating the total charges billed to customers).
25 17. Plaintiffs are informed, believe, and thereon allege that, at all times relevant
26 herein, Defendants violated applicable provisions of the FLSA, Industrial Wage Orders, and
27 the California Labor Code, with respect to, without limitation, EMPLOYEES, including but
28 not limited to:
-4- COMPLAINT FOR DAMAGES
1 (a) Labor Code § 226.8 (misclassification)
2 (b) Labor Code § 204 (failure to pay earned wages)
3 (c) Labor Code § 216 (willful refusal to pay earned wages and/or falsely
4 denying the amount or validity of claimed wages)
5 (d) Labor Code § 226(a) (itemized statement in writing)
6 (e) Labor Code § 201, 203 (wages due at termination)
7 18. EMPLOYER’s violations of the FLSA, the California Labor Code, and applicable
8 Industrial Wage Orders, as herein alleged, including without limitation subsections “a”
9 through “e” are collectively referred to as the “Violations.”
10 19. At all relevant times during their employment, EMPLOYEES were subjected to
11 EMPLOYER’s Violations, as herein alleged.
12 20. At all times mentioned herein, EMPLOYEES complained about EMPLOYER’s
13 violations of California wage and hour laws and applicable Industrial Wage Orders.
14 21. Specifically, but not exhaustively, EMPLOYEES complained that EMPLOYER
15 was, without limitation:
16 (a) Not making proper payment of compensation, including EMPLOYER’s
17 failure to make timely pay of Plaintiffs’ commissions, and refusing to
18 provide any accounting for the basis of Base Per Watt Commissions; and
19 (b) Providing inadequate and/or no paycheck stubs.
20 22. When EMPLOYEES complained about EMPLOYER’s Violations of California
21 wage and hour laws and applicable Industrial Wage Orders they were engaged in a protected
22 activity.
23 23. On or about August 4, 2023, EMPLOYER sent Plaintiffs an electronic mail
24 notifying them that STOCKDALE SOLAR was no longer in business (the “Termination”).
25 24. In his August 4, 2023 email, Defendant DIGIROLAMO stated:
26 “It is with a heavy heart that I inform you all that Stockdale Solar is
27 closing. It is unfortunate that we could not weather the storm. I'm
28 extremely sad as I type this but also very proud of what we've all built
-5- COMPLAINT FOR DAMAGES
1 together. All of you will be missed and wish everyone the very best in
2 the future. Each one of you has made an impact on my life and I hope
3 you will look back on your time at Stockdale fondly. Final W2 salary
4 checks will be available at noon at the main office on Stine Rd. The
5 office will remain open until 2pm today if there are any personal items
6 that need to be picked up. Consultants, please be advised that due to
7 unforeseen economic conditions, Stockdale Solar has ceased
8 operations. Pursuant to paragraph 3 B), the Parties' Consultant
9 Agreement is hereby terminated.”
10 25. The Termination constituted a breach of the EMPLOYMENT AGREEMENT,
11 including, without limitation, Section 3 of the Confidential Dealer Partner Agreement, which
12 provides in relevant part:
13 B) SSG has the right to terminate this Agreement for convenience
14 upon thirty (30) days written notice to Dealer Partner.
15 ...
16 E) SSG has the right to change or modify this Agreement or eliminate
17 the Dealer Partner Program at any time with thirty (30) days written
18 notice of its intent to change or modify; Dealer Partner understands
19 and agrees with this provision. Any existing projects that are already
20 approved, in the process of being installed, commissioned, or not yet
21 completed shall be bound by the Agreement, Terms and Conditions.
22 ...
23 26. Plaintiffs were not given (30) days written notice of the Termination in breach of
24 the specific terms of EMPLOYMENT AGREEMENT, and were not paid the full amount of
25 their wages due and owing at the time of the Termination in violation of Labor Code §201.
26 ///
27 ///
28 ///
-6- COMPLAINT FOR DAMAGES
1 GENERAL ALLEGATIONS
2 27. This is a complaint by individuals for damages arising out of the outrageous,
3 oppressive and intrusive conduct of all Defendants. Plaintiffs seek compensatory and punitive
4 damages.
5 28. At all times relevant herein, Defendant EMPLOYER was an employer as defined
6 by the California Labor Code, and was required to comply with the FLSA, the California
7 Labor Code, and applicable Industrial Wage Orders.
8 29. At all times herein mentioned, EMPLOYEES were individuals who resided in the
9 County of Kern, State of California, and were employees of Defendant EMPLOYER.
10 30. The true names and capacities of the defendants sued herein as DOES 1 through
11 50, inclusive, are unknown to Plaintiffs, who therefore sue these Defendants by such fictitious
12 names. Plaintiffs will amend this Complaint to show their true names and capacities when
13 known. Plaintiffs are informed, believe, and thereon allege that each of the Defendants herein
14 designated as a DOE proximately caused the injuries and damages to Plaintiffs as hereinafter
15 alleged.
16 31. Plaintiffs are informed, believe, and thereon allege that each of the defendants
17 designated herein as a DOE is legally responsible in some manner for the events and
18 happenings herein referred to, and negligently, wantonly, recklessly, tortiously and/or
19 unlawfully proximately caused the injuries and damages thereby to Plaintiffs as herein
20 alleged.
21 32. Plaintiffs are informed, believe, and thereon allege that, at all times mentioned
22 herein, Defendant STOCKDALE SOLAR, LLC, a California limited liability company, doing
23 business as STOCKDALE SOLAR and STOCKDALE SOLAR GROUP, also known as
24 STOCKDALE SOLAR GROUP, LLC is a California limited liability company, authorized to
25 and conducting business in the County of Kern, State of California, with its principal place of
26 business located at 4300 Stine Road, Suite 304 Bakersfield, CA 93313.
27 33. Plaintiffs are informed, believe, and thereon allege that, at all times mentioned
28 herein, Defendant STOCKDALE RENEWABLE CONSTRUCTION, LLC is a California
-7- COMPLAINT FOR DAMAGES
1 limited liability company, authorized to and conducting business in the County of Kern, State
2 of California, with its principal place of business located at 4300 Stine Road, Suite 304
3 Bakersfield, CA 93313.
4 34. Plaintiffs are informed, believe, and thereon allege that, at all times mentioned
5 herein, Defendant FOUNDATION SOLAR LLC is a California limited liability company,
6 authorized to and conducting business in the County of Kern, State of California, with its
7 principal place of business located at 4300 Stine Road, Suite 304 Bakersfield, CA 93313.
8 35. At all times herein mentioned, DOES 1 through 50 were individuals in
9 supervisory positions at Defendant’s place of employment, and were citizens of the State of
10 California.
11 36. At all times herein mentioned, DOES 1 through 50 were acting in the course and
12 scope of their employment with Defendants.
13 37. Plaintiffs are informed, believe, and thereon allege that, at all times mentioned
14 herein, the PRINCIPALS and/or DOES 1 through 50, and each of them, are individually
15 liable under Labor Code §558.1 for Defendant’s violations of, without limitation, Industrial
16 Wage Orders and/or Labor Code Sections.
17 38. By failing to take steps to prevent the unlawful conduct complained of herein,
18 Defendants ratified and approved the acts of its employees, supervisors, agents, and co-
19 owners as alleged herein, and is therefore liable for such unlawful conduct.
20 39. The conduct complained of herein was ratified in the County of Kern, State of
21 California.
22 ALTER EGO ALLEGATIONS
23 40. Plaintiffs are informed, believe, and thereon allege that there exists, and at all
24 times herein mentioned has existed, a unity of interest and ownership between the
25 PRINCIPALS, STOCKDALE SOLAR and the SUCCESSOR ENTITIES such that any
26 individuality and separateness among these Defendants, and each of them, have ceased.
27 41. Plaintiffs are informed, believe, and thereon allege that the PRINCIPALS,
28 STOCKDALE SOLAR and the SUCCESSOR ENTITIES are each the alter ego of the other.
-8- COMPLAINT FOR DAMAGES
1 42. Plaintiffs are informed, believe, and thereon allege that, at all times herein
2 mentioned, and continuing to the present, the PRINCIPALS exercised complete control over
3 Defendants STOCKDALE SOLAR and the SUCCESSOR ENTITIES.
4 43. Plaintiffs are informed, believe, and thereon allege that:
5 a. The PRINCIPALS have completely controlled, dominated, managed and
6 operated STOCKDALE SOLAR and the SUCCESSOR ENTITIES for their
7 sole and exclusive benefit;
8 b. The PRINCIPALS have commingled the assets of STOCKDALE SOLAR
9 and the SUCCESSOR ENTITIES, and have commingled their own assets
10 with those of STOCKDALE SOLAR and/or the SUCCESSOR ENTITIES;
11 c. The PRINCIPALS have failed to maintain any degree of separateness with
12 STOCKDALE SOLAR and/or the SUCCESSOR ENTITIES, and have
13 failed to observe corporate formalities, including but not limited to paying
14 payroll taxes;
15 d. The PRINCIPALS have, at all times herein mentioned, controlled and
16 operated STOCKDALE SOLAR and/or the SUCCESSOR ENTITIES as a
17 device to avoid individual, agency and respondeat superior liability;
18 e. The PRINCIPALS have so inadequately capitalized STOCKDALE SOLAR
19 and/or the SUCCESSOR ENTITIES compared with the business to be done
20 by these entities and the risks of loss attendant thereto, that their
21 capitalization is trifling and/or illusory; and
22 f. The PRINCIPALS are or were a member, manager, owner, agent, supervisor
23 and/or employee of both Defendants STOCKDALE SOLAR and the
24 SUCCESSOR ENTITIES;
25 g. At all relevant times, Defendants STOCKDALE SOLAR and the
26 SUCCESSOR ENTITIES had the same employees; and
27 h. At all relevant times, Defendant STOCKDALE SOLAR transferred certain
28 assets to the SUCCESSOR ENTITIES and/or the PRINCIPALS.
-9- COMPLAINT FOR DAMAGES
1 44. Plaintiffs are informed, believe, and thereon allege that each Defendant and every
2 Defendant acted as the agent or employee of the others and each acted within the scope of that
3 agency or employment.
4 44. It is the purpose and function of the alter ego doctrine to prevent injustice. The
5 doctrine of alter ego is generally resorted to when it is necessary to avoid a grave injustice.
6 Adherence to the fiction of the separate existence(s) of the corporations constituting the
7 Defendants identified herein would, under the particular circumstances, sanction a fraud
8 and/or promote injustice. Plaintiffs are informed, believe, and thereon allege that the situation
9 presented herein regarding the Defendants is that they, and each of them, acted without
10 corporate separateness and in bad faith in failing to apply and/or comply with the applicable
11 California laws alleged herein. As such corporate separateness was illusory and not real,
12 Plaintiffs accordingly allege that the separateness of each of the Defendants not be recognized
13 to avoid probable fraud, confusion and/or injustice to Plaintiffs.
14 45. Plaintiffs are informed, believe, and thereon allege that Defendants STOCKDALE
15 SOLAR and the SUCCESSOR ENTITIES are California limited liability companies and that
16 the PRINCIPALS are “subject to liability under the common law governing alter ego liability,
17 and shall also be personally liable under a judgment of a court or for any debt, obligation, or
18 liability of the limited liability company, whether that liability or obligation arises in
19 contract, tort, or otherwise, under the same or similar circumstances and to the same extent
20 as a shareholder of a corporation may be personally liable for any debt, obligation, or
21 liability of the corporation” under California Corporations Code § 17703.04(b).
22 46. Plaintiffs are informed, believe, and thereon allege that Defendants have
23 committed additional acts and omissions sufficient to impose alter ego liability of which
24 Plaintiffs are unaware. Additional acts and omissions on the part of STOCKDALE SOLAR,
25 the SUCCESSOR ENTITIES, and/or the PRINCIPALS consistent with those factors listed in
26 Associated Vendors, Inc. v. Oakland Meat Co. (1962) 210 Cal.App.2d 825, 838-840, and
27 subsequent cases, will be developed during discovery in this litigation.
28 ///
-10- COMPLAINT FOR DAMAGES
1 47. Adherence to the fiction of the separate existence of STOCKDALE SOLAR and
2 the SUCCESSOR ENTITIES as entities distinct from the PRINCIPALS and from each other
3 would permit an abuse of the corporate privilege, sanction fraud and promote injustice.
4 Defendants STOCKDALE SOLAR and/or the SUCCESSOR ENTITIES have insufficient
5 assets to respond to the ultimate award of compensatory damages, costs, attorneys fees and
6 punitive damages entered in this case. Further, an award of punitive damages against
7 STOCKDALE SOLAR and the SUCCESSOR ENTITIES alone will not accurately reflect the
8 amount necessary for punishment of the PRINCIPALS and/or the members, managers,
9 owners, and/or agents of these corporate entities, who have abused the corporate privilege to
10 commit the acts herein alleged against Plaintiffs.
11 SUCCESSOR LIABILITY
12 48. Plaintiffs are informed, believe, and thereon allege that the SUCCESSOR
13 ENTITIES and/or the PRINCIPALS are liable to Plaintiffs under the successor employer
14 liability doctrine.
15 49. Plaintiffs are informed, believe, and thereon allege that Defendant STOCKDALE
16 SOLAR entered into a contract with the SUCCESSOR ENTITIES to transfer its assets for a
17 nominal amount, simply to avoid the EMPLOYER’s obligations.
18 50. Plaintiffs are informed, believe, and thereon allege that no adequate consideration
19 was given for the predecessor corporation's assets and made available for meeting the claims
20 of its unsecured creditors.
21 51. Plaintiffs are informed, believe, and thereon allege that the transfer of
22 STOCKDALE SOLAR assets to the SUCCESSOR ENTITIES is for the fraudulent purpose
23 of escaping liability for the EMPLOYER’s debts. [Ray v. Alad Corp. (1977) 19 C3d 22, 28,
24 136 CR 574, 578].
25 52. Plaintiffs are informed, believe, and thereon allege that the dissolution of
26 STOCKDALE SOLAR by cancellation, and the formation or start-up of the SUCCESSOR
27 ENTITIES happened simultaneously.
28 53. Defendant STOCKDALE SOLAR ceased operations on or about August 4, 2023.
-11- COMPLAINT FOR DAMAGES
1 However, the business continued to operate through the SUCCESSOR ENTITIES at the same
2 location, using, without limitation, the same inventory, the same phone number, social media
3 accounts, good will and customer lists of Defendant STOCKDALE SOLAR
4 54. Plaintiffs sue each and every one of Defendants’ entities under the doctrine of
5 successor liability to avoid an inequitable result arising from a situation in which the
6 successor entity purports to sell the assets and not any or some liabilities pre-existing to the
7 successor-in-interest who, by the evidence, undertakes no material change in the operation of
8 the business.
9 SINGLE BUSINESS ENTERPRISE LIABILITY ALLEGATIONS
10 55. Plaintiffs are informed, believe, and thereon allege that at all times herein
11 mentioned, and continuing to the present, the PRINCIPALS, STOCKDALE SOLAR and the
12 SUCCESSOR ENTITIES have operated, and currently operate, as a single business
13 enterprise. Though such Defendants have multiple corporate identities and/or individual
14 personalities, there is but one enterprise and this enterprise has been so handled that it should
15 respond, as a whole, for the acts committed by the PRINCIPALS, STOCKDALE SOLAR and
16 the SUCCESSOR ENTITIES, as alleged herein.
17 56. Plaintiffs are informed, believe, and thereon allege that each individual and/or
18 entity has been, and is, merely an instrument and conduit for the others in the prosecution of a
19 single business venture. There is such a unity of interest and ownership among these
20 Defendants that the separate personalities of the individuals and the business entities no
21 longer exist.
22 57. If the acts of Defendants STOCKDALE SOLAR and the SUCCESSOR
23 ENTITIES are treated as those of one or both of these entities alone, an inequitable result will
24 follow in that these Defendants may have insufficient assets to respond to the ultimate award
25 of compensatory damages, costs, attorneys fees and punitive damages entered in this case.
26 Further, an award of punitive damages against one or more of the Defendants alone will not
27 accurately reflect the amount necessary for punishment of the entire business enterprise
28 conducted by the PRINCIPALS.
-12- COMPLAINT FOR DAMAGES
1 58. Plaintiffs are informed, believe, and thereon allege that a company that purchases
2 another company’s assets may be liable as a successor employer if there is substantial
3 continuity between the entities; Teed v. Thomas & Betts Power Solutions, LLC (7th Cir. 2013)
4 711 F.3d 763, 764-765; or where the new corporation is a mere continuation of the seller or
5 the asset transfer was for the fraudulent purpose of escaping liability for unpaid debts.
6 Golden State Bottling v. NLRB, 414 U.S. 168, 182 n5 (1973).
7 59. There is such a unity of interest and ownership between the PRINCIPALS,
8 STOCKDALE SOLAR and the SUCCESSOR ENTITIES that the individuality and
9 separateness of said Defendants has ceased. Adherence to the fiction of the Defendants’
10 separate existence would promote and sanction a fraud and injustice.
11 60. Plaintiffs are informed, believe, and thereon allege that the SUCCESSOR
12 ENTITIES were was conceived, intended, and used as a device to avoid liability for the debts
13 incurred by the PRINCIPALS and/or STOCKDALE SOLAR, while continuing to operate the
14 same operations.
15 61. It would “sanction a fraud or promote an injustice” to uphold the separateness
16 between the PRINCIPALS, STOCKDALE SOLAR and the SUCCESSOR ENTITIES.
17 62. Disregard of the separate nature of the corporations is necessary to prevent an
18 injustice upon creditors of the PRINCIPALS and/or STOCKDALE SOLAR, including
19 Plaintiffs.
20 63. Based upon the foregoing, STOCKDALE SOLAR and the SUCCESSOR
21 ENTITIES are liable to Plaintiffs for all of the wrongful conduct and damages alleged herein.
22 64. As the alter-ego of the predecessor STOCKDALE SOLAR, the PRINCIPALS,
23 the SUCCESSOR ENTITIES and/or DOES 1 through 25 are liable to Plaintiffs for all of the
24 wrongful conduct and damages alleged herein.
25 ///
26 ///
27 ///
28
-13- COMPLAINT FOR DAMAGES
1 FIRST CAUSE OF ACTION
2 BREACH OF WRITTEN CONTRACT
3 (By Plaintiffs DAVENPORT; PARAMOUNT; GONZALES; HELEWA;
4 HERRERA; TRUJILLO; ORTIZ; RODRIGUEZ; FAROKHIRAD; CASTRO;
5 JONES; TRUMAN; HODGES; GARZA; CORTEZ; TORRES-RODRIGUEZ;
6 MANCIA; ACCINELLI-MOROTE; and PEREZ Against Defendants STOCKDALE
7 SOLAR; STOCKDALE RENEWABLE; FOUNDATION SOLAR;
8 and DOES 1 through 50, Inclusive)
9 65. The allegations of Paragraphs 1 through 64 realleged and incorporated herein by
10 reference except where to do so would be inconsistent with pleading a cause of action for
11 Breach of Written Contract.
12 66. There existed a Written Contract, the Confidential Dealer Partner Agreement
13 (“WRITTEN CONTRACT”) between Plaintiffs on the one hand, and Defendant
14 STOCKDALE SOLAR on the other hand, whereby Plaintiffs and STOCKDALE SOLAR
15 each had certain rights and responsibilities as herein alleged.
16 67. Section 2.A. of the WRITTEN CONTRACT provides, in relevant part, and
17 without limitation:
18 For each customer executing one of SGG's installation partner's standard
19 contracts for solar services or financier's agreement, and contingent upon
20 the milestone payments being met, as indicated in Exhibit 3 of the
21 Agreement, SSG shall pay Dealer Partner a commission consistent with the
22 terms as provided in the Agreement and in the Dealer Partner Payment
23 Terms Schedule (attached hereto as Exhibit 3).
24 68. Exhibit 3 of the WRITTEN CONTRACT provides, in relevant part, and without
25 limitation:
26 1. Upon Installation Complete or receipt of the signed Installation
27 Completion Certificate for applicable finance companies (M2 or Milestone
28 #2), SSG will pay Dealer Partner the commission based upon the base per
-14- COMPLAINT FOR DAMAGES
1 watt price. Installation Complete is defined as the solar modules have been
2 installed and the homeowner has signed the completion certificate, if
3 applicable.
4 ...
5 6. All payments to Dealer Partner shall be made on the following Friday of
6 the week of the reached milestone completion. (For purposes of this
7 paragraph, a week is Monday through Sunday. See Exhibit 1, item 5 for
8 additional explanation and terms.)
9 ...
10 8. SSG reserves the right to modify this Compensation Plan from time to
11 time on a going- forward basis only, but only by agreement with the Dealer
12 Partner and must do so with at least 15 days' written notice to the Dealer
13 Partner.
14 ...
15 10. . .. . Any existing projects that are already approved, in the process of
16 being installed, being commissioned or not yet completed, shall be bound by
17 this Agreement, Terms and Conditions.
18 69. Plaintiffs’ reasonable reliance on, belief in, and acceptance in good faith of the
19 Partner Agreement led them to believe that STOCKDALE SOLAR would fulfill its
20 obligations under the WRITTEN CONTRACT .
21 70. Plaintiffs understood and duly performed all conditions of the WRITTEN
22 CONTRACT to be performed by Plaintiffs. Plaintiffs have at all times been ready, willing,
23 and able to perform and have offered to perform all the conditions of the WRITTEN
24 CONTRACT to be performed by them.
25 71. Despite the representations made to Plaintiffs and the reliance they placed on
26 them, Defendants failed to carry out their responsibilities under the specific terms of the
27 Confidential Dealer Partner Agreement , and breached the WRITTEN CONTRACT as more
28 particularly alleged herein.
-15- COMPLAINT FOR DAMAGES
1 72. As a proximate result of the aforesaid acts of Defendants, Plaintiffs are owed
2 damages.
3 73. Section 9 of the WRITTEN CONTRACT provides:
4 9) Governing Law:
5 This Agreement shall be interpreted, construed, governed, and enforced
6 under and pursuant to the laws of the State of California.
7 74. Section 11 of the WRITTEN CONTRACT provides:
8 11) Reasonable Attorneys' Fees:
9 If arbitration or any other legal proceeding is invoked to enforce or
10 interpret the terms of this Agreement, or to recover damages for breach
11 of this Agreement, the prevailing party shall be entitled to reasonable
12 attorneys' fees, as well as costs and disbursements, in addition to any
13 other relief to which the prevailing party may be entitled.
14 Wherefore, Plaintiffs pray for judgment against Defendants as hereinafter set forth.
15 SECOND CAUSE OF ACTION
16 BREACH OF ORAL CONTRACT
17 (By Plaintiffs DAVENPORT; PARAMOUNT; GONZALES; HELEWA;
18 HERRERA; TRUJILLO; ORTIZ; RODRIGUEZ; FAROKHIRAD; CASTRO;
19 JONES; TRUMAN; HODGES; GARZA; CORTEZ; TORRES-RODRIGUEZ;
20 MANCIA; ACCINELLI-MOROTE; and PEREZ Against Defendants STOCKDALE
21 SOLAR; STOCKDALE RENEWABLE; FOUNDATION SOLAR; DIGIROLAMO;
22 PATTERSON and DOES 1 through 50, Inclusive)
23 75. The allegations of Paragraphs 1 through 74 are realleged and incorporated herein
24 by reference except where to do so would be inconsistent with pleading a cause of action for
25 Breach of Oral Contract.
26 76. There existed an ORAL CONTRACT between Plaintiffs and Defendants
27 STOCKDALE SOLAR; STOCKDALE RENEWABLE; FOUNDATION SOLAR;
28 DIGIROLAMO; PATTERSON and/or DOES 1 through 50, inclusive, whereby Plaintiffs and
-16- COMPLAINT FOR DAMAGES
1 Defendants each had certain responsibilities as herein alleged.
2 77. Plaintiffs’ reasonable reliance on, belief in, and acceptance in good faith of the
3 ORAL CONTRACT entered into, led them to believe that Defendants would fulfill their
4 obligations under the ORAL CONTRACT.
5 78. Plaintiffs understood and duly performed all of the conditions of the ORAL
6 CONTRACT to be performed by them, and have, at all times, been ready, willing, and able to
7 perform, and has offered to perform all of the conditions of the ORAL CONTRACT to be
8 performed by them.
9 79. Despite the representations made to Plaintiffs by Defendants, and the reliance
10 Plaintiffs placed on them, Defendants failed to carry out their responsibilities under the terms
11 of the ORAL CONTRACT, and thereby breached the ORAL CONTRACT as more
12 particularly alleged herein.
13 80. As a proximate result of the aforesaid acts of Defendants, Plaintiffs are entitled to
14 damages for Defendant’s breach of the ORAL CONTRACT and under California law.
15 Plaintiffs claim such amount as damages together with prejudgment interest pursuant to any
16 provision of law providing for prejudgment interest.
17 Wherefore, Plaintiffs pray for judgment against Defendants as hereinafter set forth.
18 THIRD CAUSE OF ACTION
19 BREACH OF IMPLIED-IN-FACT CONTRACT
20 (By Plaintiffs DAVENPORT; PARAMOUNT; GONZALES; HELEWA;
21 HERRERA; TRUJILLO; ORTIZ; RODRIGUEZ; FAROKHIRAD; CASTRO;
22 JONES; TRUMAN; HODGES; GARZA; CORTEZ; TORRES-RODRIGUEZ;
23 MANCIA; ACCINELLI-MOROTE; and PEREZ Against Defendants STOCKDALE
24 SOLAR; STOCKDALE RENEWABLE; FOUNDATION SOLAR; DIGIROLAMO;
25 PATTERSON and DOES 1 through 50, Inclusive)
26 81. The allegations of Paragraphs 1 through 80 are realleged and incorporated herein
27 by reference except where to do so would be inconsistent with pleading a cause of action for
28 Breach of Implied-In-Fact Contract.
-17- COMPLAINT FOR DAMAGES
1 82. During the entire course of Plaintiffs’ employment with Defendants, and each of
2 them, an implied-in-fact employment contract developed between them. This contract was
3 formed by statements, policies, practices, longevity, and assurances of Defendants. As a
4 result, Plaintiffs entered into an implied-in-fact employment contract with Defendants
5 whereby Defendants agreed:
6 a. Plaintiffs would not be discharged except for good cause, and with notice and
7 an opportunity to be heard;
8 b. Plaintiffs would be evaluated in a fair and objective manner;
9 c. Plaintiffs would be able to continue their employment with Defendants
10 indefinitely as long as they carried out their duties in a proper and competent
11 manner; and
12 d. Defendants would make timely and accurate wage payments.
13 83. The employment contact was evidenced by various commendations and oral
14 representations to Plaintiffs by Defendants , and the parties’ entire course of conduct,
15 including the following:
16 a. That Plaintiffs would have secure employment with Defendants;
17 a. That Plaintiffs would be permitted to continue in their employment, unless
18 discharged for good and sufficient cause;
19 b. Throughout their employment, Plaintiffs were each told that they were doing
20 an outstanding job. As a result of the above representations, and the specific
21 terms of the EMPLOYMENT AGREEMENT, Plaintiffs came reasonably to
22 expect and to rely on the promise of job security. Such statements and acts by
23 Defendants, and each of them, communicated to Plaintiffs the idea that they
24 had each performed satisfactorily and that their jobs were secure. Plaintiffs in
25 good faith relied on these representations and believed them to be true.
26 84. Plaintiffs refrained from seeking other employment and pursuing other career
27 opportunities.
28 ///
-18- COMPLAINT FOR DAMAGES
1 85. Plaintiffs understood and duly performed all conditions of the contract to be
2 performed by them. Plaintiffs have at all times been ready, willing and able perform, and has
3 offered to perform all of the conditions of this contract to be performed by him.
4 86. Despite the representations made to Plaintiffs and the reliance they placed on
5 them, Defendants failed to carry out their responsibilities under the terms of the Agreement
6 and breached the contract as herein alleged.
7 87. Plaintiffs have incurred additional expenses in their efforts to regain
8 employment, all to their damage in an amount according to proof at the time of trial.
9 88. As a direct and proximate result of the aforementioned wrongful conduct of
10 Defendants, and each of them, Plaintiffs will suffer additional loss of earnings, reduced
11 earning capacity in the future, and other incidental and consequential damages in an amount
12 according to proof at the time of trial.
13 89. Plaintiffs incurred expenses herein for necessary and reasonable attorneys'
14 fees in order to enforce his rights and to obtain benefits due, all to his further damage in an
15 amount according to proof.
16 Wherefore, Plaintiffs pray for judgment against Defendants as hereinafter set forth.
17 FOURTH CAUSE OF ACTION
18 BREACH OF THE IMPLIED COVENANT OF
19 GOOD FAITH AND FAIR DEALING
20 (By Plaintiffs DAVENPORT; PARAMOUNT; GONZALES; HELEWA;
21 HERRERA; TRUJILLO; ORTIZ; RODRIGUEZ; FAROKHIRAD; CASTRO;
22 JONES; TRUMAN; HODGES; GARZA; CORTEZ; TORRES-RODRIGUEZ;
23 MANCIA; ACCINELLI-MOROTE; and PEREZ Against Defendants STOCKDALE
24 SOLAR; STOCKDALE RENEWABLE; FOUNDATION SOLAR; DIGIROLAMO;
25 PATTERSON and DOES 1 through 50, Inclusive)
26 90. The allegations of Paragraphs 1 through 89 are realleged and incorporated herein
27 by reference except where to do so would be inconsistent with pleading a cause of action for
28 Breach of the Implied Covenant of Good Faith and Fair Dealing.
-19- COMPLAINT FOR DAMAGES
1 91. The EMPLOYMENT AGREEMENT contained an implied covenant of good
2 faith and fair dealing by which EMPLOYER promised to give full cooperation to Plaintiffs,
3 and to refrain from doing any act that would prevent or impede Plaintiffs’ enjoyment of the
4 fruits of the EMPLOYMENT AGREEMENT. Specifically, the covenant of good faith and
5 fair dealing required EMPLOYER to fairly, honestly, and reasonably perform the terms and
6 conditions of the EMPLOYMENT AGREEMENT .
7 92. Plaintiffs were in an inherently unequal bargaining position in their dealings with
8 EMPLOYER. Plaintiffs entrusted their financial well-being and/or livelihood to
9 EMPLOYER willingness to perform their obligations under the terms of the Partner
10 Agreement, and risked substantial harm if Defendants failed to perform. Defendants were
11 aware of Plaintiffs’ vulnerability in this regard.
12 93. EMPLOYER’s refusal to honor the EMPLOYMENT AGREEMENT was
13 wrongful, in bad faith, arbitrary, and unfair, and done to frustrate the enjoyment of the actual
14 benefits of the EMPLOYMENT AGREEMENT , and in breach of said covenant.
15 94. As a proximate result of the aforesaid acts of Defendants, Plaintiffs are entitled to
16 damages for EMPLOYER’s breach of the EMPLOYMENT AGREEMENT. Plaintiffs claims
17 such amount as damages together with prejudgment interest pursuant to any provision of law
18 providing for prejudgment interest.
19 95. Plaintiffs have incurred additional expenses, including without limitation
20 attorneys’ fees, in an effort to recover the amount Defendants owe, all to their damage in an
21 amount according to proof at the time of trial.
22 Wherefore, Plaintiffs pray for judgment against Defendants as hereinafter set forth.
23 ///
24 ///
25 ///
26
27
28
-20- COMPLAINT FOR DAMAGES
1 FIFTH CAUSE OF ACTION
2 UNFAIR BUSINESS PRACTICES
3 VIOLATION OF BUSINESS AND PROFESSIONS CODE § 17200
4 (By Plaintiffs DAVENPORT; GONZALES; HELEWA; HERRERA;
5 TRUJILLO; ORTIZ; RODRIGUEZ; FAROKHIRAD; CASTRO;
6 JONES; TRUMAN; HODGES; GARZA; CORTEZ; TORRES-RODRIGUEZ;
7 MANCIA; ACCINELLI-MOROTE; and PEREZ Against Defendants STOCKDALE
8 SOLAR; STOCKDALE RENEWABLE; FOUNDATION SOLAR; DIGIROLAMO;
9 PATTERSON and DOES 1 through 50, Inclusive)
10 96. The allegations of Paragraphs 1 through 95 are realleged and incorporated herein
11 by reference except where to do so would be inconsistent with pleading a cause of action for
12 Unfair Business Practices in violation of Business and Professions Code § 17200.
13 97. During the period of Plaintiffs’ employment with Defendants, Plaintiffs were
14 nonexempt employees, entitled to protections under the California Labor Code and applicable
15 Industrial Wage Orders.
16 98. The Violations by EMPLOYER, as more particularly set forth herein, constituted
17 unlawful, unfair and/or fraudulent business acts or practices, including, without limitation,
18 EMPLOYER’s misclassification of EMPLOYEES’ employment in violation of Labor Code
19 §226.8, and/or failing to pay EMPLOYEES’ wages in full. By misclassifying EMPLOYEES
20 as “exempt” employees and failing to, without limitation, pay EMPLOYEES’ wages in full
21 EMPLOYER gained an unfair advantage over its competitors who do not engage in such
22 unlawful practices.
23 99. Defendants’ conduct constitutes unfair competition pursuant to Business and
24 Professions Code §17200, et seq.
25 100. Such business practices are fraudulent within the meaning of California Business
26 & Professions Code §17200, et seq. EMPLOYER willfully concealed the fact that
27 EMPLOYEES’ employment rights were being violated, with the specific intent to deprive
28 EMPLOYEES of employment benefits, all to their detriment. Indeed, EMPLOYER was
-21- COMPLAINT FOR DAMAGES
1 more experienced and familiar with wage and hour laws than were EMPLOYEES, and knew
2 that Defendants were injuring EMPLOYEES by willfully committing labor code Violations
3 as alleged herein. Such business practices were also unfair to EMPLOYER’s competitors.
4 101. Defendants are strictly liable for engaging in unfair competition in violation of
5 Business and Professions Code §17200, et seq.
6 102. California law presumes an employment relationship once evidence has been
7 presented that an individual provided services for an employer. The burden then shifts to the
8 employer to prove, if it can, that the presumed employee was an independent contractor.
9 [Narayan v. EGL, Inc. (9th Cir. 2010) 616 F3d 895, 900]
10 103. Labor Code § 226.8 provides:
11 (a) It is unlawful for any person or employer to engage in any of the following
12 activities:
13 (1) Willful misclassification of an individual as an independent contractor.
14 104. During the period of EMPLOYEES’ s employment with Defendants,
15 EMPLOYEES were employees as defined by California Labor Code § 350(b). However,
16 Defendants purposefully misclassified EMPLOYEES as “Independent Contractors” because,
17 by so doing, Defendants lowered their cost of doing business by means of, but not limited to,
18 the following:
19 (a) Defendants did not report or pay the EMPLOYER’s share of federal or state
20 payroll taxes with respect to any of the funds paid to EMPLOYEES, as
21 required by federal and state law;
22 (b) D
Preview
1 FRAIGUN LAW GROUP MARINA KATS FRAIGUN, SBN 192563 2 15250 Ventura Boulevard Penthouse 1220 3 Sherman Oaks, CA 91403 E-Mail: mfraigun@fraigunlaw.com 4 Telephone: (818) 981-1800 5 Attorneys for Plaintiffs 6 7 SUPERIOR COURT OF THE STATE OF CALIFORNIA 8 FOR THE COUNTY OF KERN 9 KYLE DAVENPORT; STOCKDALE ) CASE NO. 10 SOLAR POWER GROUP INC, a ) California corporation now known as ) [Unlimited Civil Jurisdiction] 11 PARAMOUNT HOME SERVICES INC.; ) HAYDEN GONZALES; ANDREW ) COMPLAINT FOR DAMAGES: 12 HELEWA; ELIZABETH HERRERA; ) GEHRIG TRUJILLO; ABEL ORTIZ; ) 1. BREACH OF WRITTEN CONTRACT 13 CHRIS RODRIGUEZ; NIMA ) 2. BREACH OF ORAL CONTRACT FAROKHIRAD; DAVID CASTRO; ) 3. BREACH OF IMPLIED-IN-FACT 14 BLAIR JONES; DENNY TRUMAN; ) CONTRACT MATTHEW HODGES; JORDAN ) 4. BREACH OF THE IMPLIED 15 GARZA; CASIE CORTEZ; JESUS ) COVENANT OF GOOD FAITH AND TORRES-RODRIGUEZ; RONY ) FAIR DEALING 16 MANCIA; MARIO ACCINELLI- ) 5. UNFAIR BUSINESS PRACTICES MOROTE; PEDRO PEREZ, ) [Business and Professions Code 17 ) §17200] Plaintiffs, ) 6. FAILURE TO PAY EARNED WAGES 18 ) [Labor Code §204] vs. ) 7. VIOLATION OF LABOR CODE 19 ) SECTION 226(a) STOCKDALE SOLAR, LLC, a California ) 8. ACCOUNTING 20 limited liability company, doing business as ) 9. VIOLATION OF LABOR CODE §201 STOCKDALE SOLAR and STOCKDALE ) AND FOR STATUTORY PENALTIES 21 SOLAR GROUP, also known as ) UNDER LABOR CODE §203 STOCKDALE SOLAR GROUP, LLC; ) 22 STOCKDALE RENEWABLE ) CONSTRUCTION LLC, a California ) 23 limited liability company; FOUNDATION ) SOLAR LLC, a California limited liability ) 24 company; MATTHEW JOSEPH ) DIGIROLAMO, an individual; TYLER ) 25 PATTERSON, an individual; and DOES 1 ) through 50, Inclusive, ) 26 ) Defendants. ) 27 ) ___________________________________ ) 28 -1- COMPLAINT FOR DAMAGES 1 Plaintiffs KYLE DAVENPORT (“DAVENPORT”); STOCKDALE SOLAR POWER 2 GROUP INC, a California corporation now known as PARAMOUNT HOME SERVICES 3 INC. (“PARAMOUNT”); HAYDEN GONZALES (“GONZALES”); ANDREW HELEWA 4 (“HELEWA”); ELIZABETH HERRERA (“HERRERA”); GEHRIG TRUJILLO 5 (“TRUJILLO”); ABEL ORTIZ (“ORTIZ”); CHRIS RODRIGUEZ (“RODRIGUEZ”); NIMA 6 FAROKHIRAD (“FAROKHIRAD”); DAVID CASTRO (“CASTRO”); BLAIR JONES 7 (“JONES”); DENNY TRUMAN (“TRUMAN”); MATTHEW HODGES (“HODGES”); 8 JORDAN GARZA (“GARZA”); CASIE CORTEZ (“CORTEZ”); JESUS 9 TORRES-RODRIGUEZ (“TORRES-RODRIGUEZ”); RONY MANCIA (“MANCIA”); 10 MARIO ACCINELLI-MOROTE (“ACCINELLI-MOROTE”); PEDRO PEREZ (“PEREZ”) 11 (collectively “Plaintiffs”) complain and allege: 12 INTRODUCTION 13 1. At all times mentioned herein, Plaintiffs DAVENPORT, GONZALES, 14 HELEWA, HERRERA, TRUJILLO, ORTIZ, RODRIGUEZ, FAROKHIRAD, CASTRO, 15 JONES, TRUMAN, HODGES, GARZA, CORTEZ, TORRES-RODRIGUEZ, MANCIA, 16 ACCINELLI-MOROTE and PEREZ (“EMPLOYEES”) were employed by Defendants 17 STOCKDALE SOLAR, LLC, a California limited liability company, doing business as 18 STOCKDALE SOLAR and STOCKDALE SOLAR GROUP, also known as STOCKDALE 19 SOLAR GROUP, LLC and/or DOES 1 through 50 (collectively “EMPLOYER” and/or 20 “STOCKDALE SOLAR”). 21 2. EMPLOYEES were hired by EMPLOYER beginning on various dates between 22 2019 and 2023. 23 3. At all times mentioned herein, Plaintiff DAVENPORT was and is the Chief 24 Executive Officer, Chief Financial Officer, Secretary and sole Director of Plaintiff 25 STOCKDALE SOLAR POWER GROUP INC, a California corporation, now known as 26 PARAMOUNT HOME SERVICES INC. (“PARAMOUNT”). PARAMOUNT is active and 27 in good standing. 28 /// -2- COMPLAINT FOR DAMAGES 1 4. Plaintiffs are informed, believe, and thereon allege that STOCKDALE 2 RENEWABLE CONSTRUCTION LLC (“STOCKDALE RENEWABLE”), FOUNDATION 3 SOLAR LLC (“FOUNDATION SOLAR”) and/or DOES 1 through 50, are the alter egos of 4 and/or successor entities of Defendant EMPLOYER (the “SUCCESSOR ENTITIES”). 5 5. Plaintiffs are informed, believe, and thereon allege that, at all times mentioned 6 herein, Defendant MATTHEW JOSEPH DIGIROLAMO, an individual (“DIGIROLAMO”) 7 was and is an owner, operator, manager, employee, agent, supervisor, servant, partner, 8 member, shareholder, officer, director and/or co-conspirator of Defendants STOCKDALE 9 SOLAR; STOCKDALE RENEWABLE; FOUNDATION SOLAR; and/or DOES 1 through 10 50. 11 6. Plaintiffs are informed, believe, and thereon allege that, at all times mentioned 12 herein, Defendant DIGIROLAMO was a Manager/Member, Chief Executive Officer, and 13 designated agent for service of process for STOCKDALE SOLAR. 14 7. Plaintiffs are informed, believe, and thereon allege that, at all times mentioned 15 herein, Defendant DIGIROLAMO was a Manager/Member of FOUNDATION SOLAR 16 and/or STOCKDALE RENEWABLE. 17 8. Plaintiffs are informed, believe, and thereon allege that, at all times mentioned 18 herein, Defendant TYLER PATTERSON, an individual, (“PATTERSON”) was an owner, 19 operator, manager, employee, agent, supervisor, servant, partner, member, shareholder, 20 officer, director and/or co-conspirator of, without limitation, Defendants STOCKDALE 21 SOLAR, STOCKDALE RENEWABLE and/or DOES 1 through 50. 22 9. Defendants MATTHEW JOSEPH DIGIROLAMO; TYLER PATTERSON; and 23 DOES 1 through 50 are collectively referred to as the “PRINCIPALS.” 24 10. Defendants STOCKDALE SOLAR LLC; STOCKDALE RENEWABLE 25 CONSTRUCTION LLC; FOUNDATION SOLAR LLC; MATTHEW JOSEPH 26 DIGIROLAMO; TYLER PATTERSON; and DOES 1 through 50 are collectively referred to 27 as “Defendants.” 28 /// -3- COMPLAINT FOR DAMAGES 1 11. Plaintiffs are informed, believe, and thereon allege that EMPLOYER and/or 2 SUCCESSOR ENTITIES are the alter egos of the PRINCIPALS and/or of each other. 3 12. During their employment, EMPLOYEES were non-exempt employees, entitled to 4 the protections of the Fair Labor Standards Act (“FLSA”), Industrial Wage Orders, and the 5 California Labor Code. At all times mentioned herein, EMPLOYER failed to pay 6 EMPLOYEES all of the wages that they earned, as herein alleged, and as required by the 7 FLSA, the California Labor Code and applicable Industrial Wage Orders. 8 13. Plaintiffs, and each of them, entered into an employment agreement with 9 EMPLOYER (the “EMPLOYMENT AGREEMENT”), the terms of which were 10 memorialized in a written Confidential Dealer Partner Agreement (the “WRITTEN 11 CONTRACT”). 12 14. The terms of the EMPLOYMENT AGREEMENT were confirmed in verbal 13 communications (the “ORAL CONTRACT”) and/or implied by the express conduct of the 14 parties pursuant to, without limitation, Civil Code §1621 (the “IMPLIED-IN-FACT 15 CONTRACT”). 16 15. Under the terms of the EMPLOYMENT AGREEMENT, Plaintiffs’ earnings 17 consisted of commissions based upon “the base per watt price” of each completed job (“Base 18 Per Watt Commissions”) that they sold. Plaintiffs’ commissions were based on the difference 19 between the per watt customer sales price and the base per watt then in effect, multiplied by 20 the system KW (i.e. capacity). 21 16. Within two years past, EMPLOYER failed to timely pay Plaintiffs the full amount 22 of the agreed upon Base Per Watt Commissions, and failed and refused to provide any 23 accounting for the basis of the commissions paid to Plaintiffs (for example, in the form of 24 invoices or receipts indicating the total charges billed to customers). 25 17. Plaintiffs are informed, believe, and thereon allege that, at all times relevant 26 herein, Defendants violated applicable provisions of the FLSA, Industrial Wage Orders, and 27 the California Labor Code, with respect to, without limitation, EMPLOYEES, including but 28 not limited to: -4- COMPLAINT FOR DAMAGES 1 (a) Labor Code § 226.8 (misclassification) 2 (b) Labor Code § 204 (failure to pay earned wages) 3 (c) Labor Code § 216 (willful refusal to pay earned wages and/or falsely 4 denying the amount or validity of claimed wages) 5 (d) Labor Code § 226(a) (itemized statement in writing) 6 (e) Labor Code § 201, 203 (wages due at termination) 7 18. EMPLOYER’s violations of the FLSA, the California Labor Code, and applicable 8 Industrial Wage Orders, as herein alleged, including without limitation subsections “a” 9 through “e” are collectively referred to as the “Violations.” 10 19. At all relevant times during their employment, EMPLOYEES were subjected to 11 EMPLOYER’s Violations, as herein alleged. 12 20. At all times mentioned herein, EMPLOYEES complained about EMPLOYER’s 13 violations of California wage and hour laws and applicable Industrial Wage Orders. 14 21. Specifically, but not exhaustively, EMPLOYEES complained that EMPLOYER 15 was, without limitation: 16 (a) Not making proper payment of compensation, including EMPLOYER’s 17 failure to make timely pay of Plaintiffs’ commissions, and refusing to 18 provide any accounting for the basis of Base Per Watt Commissions; and 19 (b) Providing inadequate and/or no paycheck stubs. 20 22. When EMPLOYEES complained about EMPLOYER’s Violations of California 21 wage and hour laws and applicable Industrial Wage Orders they were engaged in a protected 22 activity. 23 23. On or about August 4, 2023, EMPLOYER sent Plaintiffs an electronic mail 24 notifying them that STOCKDALE SOLAR was no longer in business (the “Termination”). 25 24. In his August 4, 2023 email, Defendant DIGIROLAMO stated: 26 “It is with a heavy heart that I inform you all that Stockdale Solar is 27 closing. It is unfortunate that we could not weather the storm. I'm 28 extremely sad as I type this but also very proud of what we've all built -5- COMPLAINT FOR DAMAGES 1 together. All of you will be missed and wish everyone the very best in 2 the future. Each one of you has made an impact on my life and I hope 3 you will look back on your time at Stockdale fondly. Final W2 salary 4 checks will be available at noon at the main office on Stine Rd. The 5 office will remain open until 2pm today if there are any personal items 6 that need to be picked up. Consultants, please be advised that due to 7 unforeseen economic conditions, Stockdale Solar has ceased 8 operations. Pursuant to paragraph 3 B), the Parties' Consultant 9 Agreement is hereby terminated.” 10 25. The Termination constituted a breach of the EMPLOYMENT AGREEMENT, 11 including, without limitation, Section 3 of the Confidential Dealer Partner Agreement, which 12 provides in relevant part: 13 B) SSG has the right to terminate this Agreement for convenience 14 upon thirty (30) days written notice to Dealer Partner. 15 ... 16 E) SSG has the right to change or modify this Agreement or eliminate 17 the Dealer Partner Program at any time with thirty (30) days written 18 notice of its intent to change or modify; Dealer Partner understands 19 and agrees with this provision. Any existing projects that are already 20 approved, in the process of being installed, commissioned, or not yet 21 completed shall be bound by the Agreement, Terms and Conditions. 22 ... 23 26. Plaintiffs were not given (30) days written notice of the Termination in breach of 24 the specific terms of EMPLOYMENT AGREEMENT, and were not paid the full amount of 25 their wages due and owing at the time of the Termination in violation of Labor Code §201. 26 /// 27 /// 28 /// -6- COMPLAINT FOR DAMAGES 1 GENERAL ALLEGATIONS 2 27. This is a complaint by individuals for damages arising out of the outrageous, 3 oppressive and intrusive conduct of all Defendants. Plaintiffs seek compensatory and punitive 4 damages. 5 28. At all times relevant herein, Defendant EMPLOYER was an employer as defined 6 by the California Labor Code, and was required to comply with the FLSA, the California 7 Labor Code, and applicable Industrial Wage Orders. 8 29. At all times herein mentioned, EMPLOYEES were individuals who resided in the 9 County of Kern, State of California, and were employees of Defendant EMPLOYER. 10 30. The true names and capacities of the defendants sued herein as DOES 1 through 11 50, inclusive, are unknown to Plaintiffs, who therefore sue these Defendants by such fictitious 12 names. Plaintiffs will amend this Complaint to show their true names and capacities when 13 known. Plaintiffs are informed, believe, and thereon allege that each of the Defendants herein 14 designated as a DOE proximately caused the injuries and damages to Plaintiffs as hereinafter 15 alleged. 16 31. Plaintiffs are informed, believe, and thereon allege that each of the defendants 17 designated herein as a DOE is legally responsible in some manner for the events and 18 happenings herein referred to, and negligently, wantonly, recklessly, tortiously and/or 19 unlawfully proximately caused the injuries and damages thereby to Plaintiffs as herein 20 alleged. 21 32. Plaintiffs are informed, believe, and thereon allege that, at all times mentioned 22 herein, Defendant STOCKDALE SOLAR, LLC, a California limited liability company, doing 23 business as STOCKDALE SOLAR and STOCKDALE SOLAR GROUP, also known as 24 STOCKDALE SOLAR GROUP, LLC is a California limited liability company, authorized to 25 and conducting business in the County of Kern, State of California, with its principal place of 26 business located at 4300 Stine Road, Suite 304 Bakersfield, CA 93313. 27 33. Plaintiffs are informed, believe, and thereon allege that, at all times mentioned 28 herein, Defendant STOCKDALE RENEWABLE CONSTRUCTION, LLC is a California -7- COMPLAINT FOR DAMAGES 1 limited liability company, authorized to and conducting business in the County of Kern, State 2 of California, with its principal place of business located at 4300 Stine Road, Suite 304 3 Bakersfield, CA 93313. 4 34. Plaintiffs are informed, believe, and thereon allege that, at all times mentioned 5 herein, Defendant FOUNDATION SOLAR LLC is a California limited liability company, 6 authorized to and conducting business in the County of Kern, State of California, with its 7 principal place of business located at 4300 Stine Road, Suite 304 Bakersfield, CA 93313. 8 35. At all times herein mentioned, DOES 1 through 50 were individuals in 9 supervisory positions at Defendant’s place of employment, and were citizens of the State of 10 California. 11 36. At all times herein mentioned, DOES 1 through 50 were acting in the course and 12 scope of their employment with Defendants. 13 37. Plaintiffs are informed, believe, and thereon allege that, at all times mentioned 14 herein, the PRINCIPALS and/or DOES 1 through 50, and each of them, are individually 15 liable under Labor Code §558.1 for Defendant’s violations of, without limitation, Industrial 16 Wage Orders and/or Labor Code Sections. 17 38. By failing to take steps to prevent the unlawful conduct complained of herein, 18 Defendants ratified and approved the acts of its employees, supervisors, agents, and co- 19 owners as alleged herein, and is therefore liable for such unlawful conduct. 20 39. The conduct complained of herein was ratified in the County of Kern, State of 21 California. 22 ALTER EGO ALLEGATIONS 23 40. Plaintiffs are informed, believe, and thereon allege that there exists, and at all 24 times herein mentioned has existed, a unity of interest and ownership between the 25 PRINCIPALS, STOCKDALE SOLAR and the SUCCESSOR ENTITIES such that any 26 individuality and separateness among these Defendants, and each of them, have ceased. 27 41. Plaintiffs are informed, believe, and thereon allege that the PRINCIPALS, 28 STOCKDALE SOLAR and the SUCCESSOR ENTITIES are each the alter ego of the other. -8- COMPLAINT FOR DAMAGES 1 42. Plaintiffs are informed, believe, and thereon allege that, at all times herein 2 mentioned, and continuing to the present, the PRINCIPALS exercised complete control over 3 Defendants STOCKDALE SOLAR and the SUCCESSOR ENTITIES. 4 43. Plaintiffs are informed, believe, and thereon allege that: 5 a. The PRINCIPALS have completely controlled, dominated, managed and 6 operated STOCKDALE SOLAR and the SUCCESSOR ENTITIES for their 7 sole and exclusive benefit; 8 b. The PRINCIPALS have commingled the assets of STOCKDALE SOLAR 9 and the SUCCESSOR ENTITIES, and have commingled their own assets 10 with those of STOCKDALE SOLAR and/or the SUCCESSOR ENTITIES; 11 c. The PRINCIPALS have failed to maintain any degree of separateness with 12 STOCKDALE SOLAR and/or the SUCCESSOR ENTITIES, and have 13 failed to observe corporate formalities, including but not limited to paying 14 payroll taxes; 15 d. The PRINCIPALS have, at all times herein mentioned, controlled and 16 operated STOCKDALE SOLAR and/or the SUCCESSOR ENTITIES as a 17 device to avoid individual, agency and respondeat superior liability; 18 e. The PRINCIPALS have so inadequately capitalized STOCKDALE SOLAR 19 and/or the SUCCESSOR ENTITIES compared with the business to be done 20 by these entities and the risks of loss attendant thereto, that their 21 capitalization is trifling and/or illusory; and 22 f. The PRINCIPALS are or were a member, manager, owner, agent, supervisor 23 and/or employee of both Defendants STOCKDALE SOLAR and the 24 SUCCESSOR ENTITIES; 25 g. At all relevant times, Defendants STOCKDALE SOLAR and the 26 SUCCESSOR ENTITIES had the same employees; and 27 h. At all relevant times, Defendant STOCKDALE SOLAR transferred certain 28 assets to the SUCCESSOR ENTITIES and/or the PRINCIPALS. -9- COMPLAINT FOR DAMAGES 1 44. Plaintiffs are informed, believe, and thereon allege that each Defendant and every 2 Defendant acted as the agent or employee of the others and each acted within the scope of that 3 agency or employment. 4 44. It is the purpose and function of the alter ego doctrine to prevent injustice. The 5 doctrine of alter ego is generally resorted to when it is necessary to avoid a grave injustice. 6 Adherence to the fiction of the separate existence(s) of the corporations constituting the 7 Defendants identified herein would, under the particular circumstances, sanction a fraud 8 and/or promote injustice. Plaintiffs are informed, believe, and thereon allege that the situation 9 presented herein regarding the Defendants is that they, and each of them, acted without 10 corporate separateness and in bad faith in failing to apply and/or comply with the applicable 11 California laws alleged herein. As such corporate separateness was illusory and not real, 12 Plaintiffs accordingly allege that the separateness of each of the Defendants not be recognized 13 to avoid probable fraud, confusion and/or injustice to Plaintiffs. 14 45. Plaintiffs are informed, believe, and thereon allege that Defendants STOCKDALE 15 SOLAR and the SUCCESSOR ENTITIES are California limited liability companies and that 16 the PRINCIPALS are “subject to liability under the common law governing alter ego liability, 17 and shall also be personally liable under a judgment of a court or for any debt, obligation, or 18 liability of the limited liability company, whether that liability or obligation arises in 19 contract, tort, or otherwise, under the same or similar circumstances and to the same extent 20 as a shareholder of a corporation may be personally liable for any debt, obligation, or 21 liability of the corporation” under California Corporations Code § 17703.04(b). 22 46. Plaintiffs are informed, believe, and thereon allege that Defendants have 23 committed additional acts and omissions sufficient to impose alter ego liability of which 24 Plaintiffs are unaware. Additional acts and omissions on the part of STOCKDALE SOLAR, 25 the SUCCESSOR ENTITIES, and/or the PRINCIPALS consistent with those factors listed in 26 Associated Vendors, Inc. v. Oakland Meat Co. (1962) 210 Cal.App.2d 825, 838-840, and 27 subsequent cases, will be developed during discovery in this litigation. 28 /// -10- COMPLAINT FOR DAMAGES 1 47. Adherence to the fiction of the separate existence of STOCKDALE SOLAR and 2 the SUCCESSOR ENTITIES as entities distinct from the PRINCIPALS and from each other 3 would permit an abuse of the corporate privilege, sanction fraud and promote injustice. 4 Defendants STOCKDALE SOLAR and/or the SUCCESSOR ENTITIES have insufficient 5 assets to respond to the ultimate award of compensatory damages, costs, attorneys fees and 6 punitive damages entered in this case. Further, an award of punitive damages against 7 STOCKDALE SOLAR and the SUCCESSOR ENTITIES alone will not accurately reflect the 8 amount necessary for punishment of the PRINCIPALS and/or the members, managers, 9 owners, and/or agents of these corporate entities, who have abused the corporate privilege to 10 commit the acts herein alleged against Plaintiffs. 11 SUCCESSOR LIABILITY 12 48. Plaintiffs are informed, believe, and thereon allege that the SUCCESSOR 13 ENTITIES and/or the PRINCIPALS are liable to Plaintiffs under the successor employer 14 liability doctrine. 15 49. Plaintiffs are informed, believe, and thereon allege that Defendant STOCKDALE 16 SOLAR entered into a contract with the SUCCESSOR ENTITIES to transfer its assets for a 17 nominal amount, simply to avoid the EMPLOYER’s obligations. 18 50. Plaintiffs are informed, believe, and thereon allege that no adequate consideration 19 was given for the predecessor corporation's assets and made available for meeting the claims 20 of its unsecured creditors. 21 51. Plaintiffs are informed, believe, and thereon allege that the transfer of 22 STOCKDALE SOLAR assets to the SUCCESSOR ENTITIES is for the fraudulent purpose 23 of escaping liability for the EMPLOYER’s debts. [Ray v. Alad Corp. (1977) 19 C3d 22, 28, 24 136 CR 574, 578]. 25 52. Plaintiffs are informed, believe, and thereon allege that the dissolution of 26 STOCKDALE SOLAR by cancellation, and the formation or start-up of the SUCCESSOR 27 ENTITIES happened simultaneously. 28 53. Defendant STOCKDALE SOLAR ceased operations on or about August 4, 2023. -11- COMPLAINT FOR DAMAGES 1 However, the business continued to operate through the SUCCESSOR ENTITIES at the same 2 location, using, without limitation, the same inventory, the same phone number, social media 3 accounts, good will and customer lists of Defendant STOCKDALE SOLAR 4 54. Plaintiffs sue each and every one of Defendants’ entities under the doctrine of 5 successor liability to avoid an inequitable result arising from a situation in which the 6 successor entity purports to sell the assets and not any or some liabilities pre-existing to the 7 successor-in-interest who, by the evidence, undertakes no material change in the operation of 8 the business. 9 SINGLE BUSINESS ENTERPRISE LIABILITY ALLEGATIONS 10 55. Plaintiffs are informed, believe, and thereon allege that at all times herein 11 mentioned, and continuing to the present, the PRINCIPALS, STOCKDALE SOLAR and the 12 SUCCESSOR ENTITIES have operated, and currently operate, as a single business 13 enterprise. Though such Defendants have multiple corporate identities and/or individual 14 personalities, there is but one enterprise and this enterprise has been so handled that it should 15 respond, as a whole, for the acts committed by the PRINCIPALS, STOCKDALE SOLAR and 16 the SUCCESSOR ENTITIES, as alleged herein. 17 56. Plaintiffs are informed, believe, and thereon allege that each individual and/or 18 entity has been, and is, merely an instrument and conduit for the others in the prosecution of a 19 single business venture. There is such a unity of interest and ownership among these 20 Defendants that the separate personalities of the individuals and the business entities no 21 longer exist. 22 57. If the acts of Defendants STOCKDALE SOLAR and the SUCCESSOR 23 ENTITIES are treated as those of one or both of these entities alone, an inequitable result will 24 follow in that these Defendants may have insufficient assets to respond to the ultimate award 25 of compensatory damages, costs, attorneys fees and punitive damages entered in this case. 26 Further, an award of punitive damages against one or more of the Defendants alone will not 27 accurately reflect the amount necessary for punishment of the entire business enterprise 28 conducted by the PRINCIPALS. -12- COMPLAINT FOR DAMAGES 1 58. Plaintiffs are informed, believe, and thereon allege that a company that purchases 2 another company’s assets may be liable as a successor employer if there is substantial 3 continuity between the entities; Teed v. Thomas & Betts Power Solutions, LLC (7th Cir. 2013) 4 711 F.3d 763, 764-765; or where the new corporation is a mere continuation of the seller or 5 the asset transfer was for the fraudulent purpose of escaping liability for unpaid debts. 6 Golden State Bottling v. NLRB, 414 U.S. 168, 182 n5 (1973). 7 59. There is such a unity of interest and ownership between the PRINCIPALS, 8 STOCKDALE SOLAR and the SUCCESSOR ENTITIES that the individuality and 9 separateness of said Defendants has ceased. Adherence to the fiction of the Defendants’ 10 separate existence would promote and sanction a fraud and injustice. 11 60. Plaintiffs are informed, believe, and thereon allege that the SUCCESSOR 12 ENTITIES were was conceived, intended, and used as a device to avoid liability for the debts 13 incurred by the PRINCIPALS and/or STOCKDALE SOLAR, while continuing to operate the 14 same operations. 15 61. It would “sanction a fraud or promote an injustice” to uphold the separateness 16 between the PRINCIPALS, STOCKDALE SOLAR and the SUCCESSOR ENTITIES. 17 62. Disregard of the separate nature of the corporations is necessary to prevent an 18 injustice upon creditors of the PRINCIPALS and/or STOCKDALE SOLAR, including 19 Plaintiffs. 20 63. Based upon the foregoing, STOCKDALE SOLAR and the SUCCESSOR 21 ENTITIES are liable to Plaintiffs for all of the wrongful conduct and damages alleged herein. 22 64. As the alter-ego of the predecessor STOCKDALE SOLAR, the PRINCIPALS, 23 the SUCCESSOR ENTITIES and/or DOES 1 through 25 are liable to Plaintiffs for all of the 24 wrongful conduct and damages alleged herein. 25 /// 26 /// 27 /// 28 -13- COMPLAINT FOR DAMAGES 1 FIRST CAUSE OF ACTION 2 BREACH OF WRITTEN CONTRACT 3 (By Plaintiffs DAVENPORT; PARAMOUNT; GONZALES; HELEWA; 4 HERRERA; TRUJILLO; ORTIZ; RODRIGUEZ; FAROKHIRAD; CASTRO; 5 JONES; TRUMAN; HODGES; GARZA; CORTEZ; TORRES-RODRIGUEZ; 6 MANCIA; ACCINELLI-MOROTE; and PEREZ Against Defendants STOCKDALE 7 SOLAR; STOCKDALE RENEWABLE; FOUNDATION SOLAR; 8 and DOES 1 through 50, Inclusive) 9 65. The allegations of Paragraphs 1 through 64 realleged and incorporated herein by 10 reference except where to do so would be inconsistent with pleading a cause of action for 11 Breach of Written Contract. 12 66. There existed a Written Contract, the Confidential Dealer Partner Agreement 13 (“WRITTEN CONTRACT”) between Plaintiffs on the one hand, and Defendant 14 STOCKDALE SOLAR on the other hand, whereby Plaintiffs and STOCKDALE SOLAR 15 each had certain rights and responsibilities as herein alleged. 16 67. Section 2.A. of the WRITTEN CONTRACT provides, in relevant part, and 17 without limitation: 18 For each customer executing one of SGG's installation partner's standard 19 contracts for solar services or financier's agreement, and contingent upon 20 the milestone payments being met, as indicated in Exhibit 3 of the 21 Agreement, SSG shall pay Dealer Partner a commission consistent with the 22 terms as provided in the Agreement and in the Dealer Partner Payment 23 Terms Schedule (attached hereto as Exhibit 3). 24 68. Exhibit 3 of the WRITTEN CONTRACT provides, in relevant part, and without 25 limitation: 26 1. Upon Installation Complete or receipt of the signed Installation 27 Completion Certificate for applicable finance companies (M2 or Milestone 28 #2), SSG will pay Dealer Partner the commission based upon the base per -14- COMPLAINT FOR DAMAGES 1 watt price. Installation Complete is defined as the solar modules have been 2 installed and the homeowner has signed the completion certificate, if 3 applicable. 4 ... 5 6. All payments to Dealer Partner shall be made on the following Friday of 6 the week of the reached milestone completion. (For purposes of this 7 paragraph, a week is Monday through Sunday. See Exhibit 1, item 5 for 8 additional explanation and terms.) 9 ... 10 8. SSG reserves the right to modify this Compensation Plan from time to 11 time on a going- forward basis only, but only by agreement with the Dealer 12 Partner and must do so with at least 15 days' written notice to the Dealer 13 Partner. 14 ... 15 10. . .. . Any existing projects that are already approved, in the process of 16 being installed, being commissioned or not yet completed, shall be bound by 17 this Agreement, Terms and Conditions. 18 69. Plaintiffs’ reasonable reliance on, belief in, and acceptance in good faith of the 19 Partner Agreement led them to believe that STOCKDALE SOLAR would fulfill its 20 obligations under the WRITTEN CONTRACT . 21 70. Plaintiffs understood and duly performed all conditions of the WRITTEN 22 CONTRACT to be performed by Plaintiffs. Plaintiffs have at all times been ready, willing, 23 and able to perform and have offered to perform all the conditions of the WRITTEN 24 CONTRACT to be performed by them. 25 71. Despite the representations made to Plaintiffs and the reliance they placed on 26 them, Defendants failed to carry out their responsibilities under the specific terms of the 27 Confidential Dealer Partner Agreement , and breached the WRITTEN CONTRACT as more 28 particularly alleged herein. -15- COMPLAINT FOR DAMAGES 1 72. As a proximate result of the aforesaid acts of Defendants, Plaintiffs are owed 2 damages. 3 73. Section 9 of the WRITTEN CONTRACT provides: 4 9) Governing Law: 5 This Agreement shall be interpreted, construed, governed, and enforced 6 under and pursuant to the laws of the State of California. 7 74. Section 11 of the WRITTEN CONTRACT provides: 8 11) Reasonable Attorneys' Fees: 9 If arbitration or any other legal proceeding is invoked to enforce or 10 interpret the terms of this Agreement, or to recover damages for breach 11 of this Agreement, the prevailing party shall be entitled to reasonable 12 attorneys' fees, as well as costs and disbursements, in addition to any 13 other relief to which the prevailing party may be entitled. 14 Wherefore, Plaintiffs pray for judgment against Defendants as hereinafter set forth. 15 SECOND CAUSE OF ACTION 16 BREACH OF ORAL CONTRACT 17 (By Plaintiffs DAVENPORT; PARAMOUNT; GONZALES; HELEWA; 18 HERRERA; TRUJILLO; ORTIZ; RODRIGUEZ; FAROKHIRAD; CASTRO; 19 JONES; TRUMAN; HODGES; GARZA; CORTEZ; TORRES-RODRIGUEZ; 20 MANCIA; ACCINELLI-MOROTE; and PEREZ Against Defendants STOCKDALE 21 SOLAR; STOCKDALE RENEWABLE; FOUNDATION SOLAR; DIGIROLAMO; 22 PATTERSON and DOES 1 through 50, Inclusive) 23 75. The allegations of Paragraphs 1 through 74 are realleged and incorporated herein 24 by reference except where to do so would be inconsistent with pleading a cause of action for 25 Breach of Oral Contract. 26 76. There existed an ORAL CONTRACT between Plaintiffs and Defendants 27 STOCKDALE SOLAR; STOCKDALE RENEWABLE; FOUNDATION SOLAR; 28 DIGIROLAMO; PATTERSON and/or DOES 1 through 50, inclusive, whereby Plaintiffs and -16- COMPLAINT FOR DAMAGES 1 Defendants each had certain responsibilities as herein alleged. 2 77. Plaintiffs’ reasonable reliance on, belief in, and acceptance in good faith of the 3 ORAL CONTRACT entered into, led them to believe that Defendants would fulfill their 4 obligations under the ORAL CONTRACT. 5 78. Plaintiffs understood and duly performed all of the conditions of the ORAL 6 CONTRACT to be performed by them, and have, at all times, been ready, willing, and able to 7 perform, and has offered to perform all of the conditions of the ORAL CONTRACT to be 8 performed by them. 9 79. Despite the representations made to Plaintiffs by Defendants, and the reliance 10 Plaintiffs placed on them, Defendants failed to carry out their responsibilities under the terms 11 of the ORAL CONTRACT, and thereby breached the ORAL CONTRACT as more 12 particularly alleged herein. 13 80. As a proximate result of the aforesaid acts of Defendants, Plaintiffs are entitled to 14 damages for Defendant’s breach of the ORAL CONTRACT and under California law. 15 Plaintiffs claim such amount as damages together with prejudgment interest pursuant to any 16 provision of law providing for prejudgment interest. 17 Wherefore, Plaintiffs pray for judgment against Defendants as hereinafter set forth. 18 THIRD CAUSE OF ACTION 19 BREACH OF IMPLIED-IN-FACT CONTRACT 20 (By Plaintiffs DAVENPORT; PARAMOUNT; GONZALES; HELEWA; 21 HERRERA; TRUJILLO; ORTIZ; RODRIGUEZ; FAROKHIRAD; CASTRO; 22 JONES; TRUMAN; HODGES; GARZA; CORTEZ; TORRES-RODRIGUEZ; 23 MANCIA; ACCINELLI-MOROTE; and PEREZ Against Defendants STOCKDALE 24 SOLAR; STOCKDALE RENEWABLE; FOUNDATION SOLAR; DIGIROLAMO; 25 PATTERSON and DOES 1 through 50, Inclusive) 26 81. The allegations of Paragraphs 1 through 80 are realleged and incorporated herein 27 by reference except where to do so would be inconsistent with pleading a cause of action for 28 Breach of Implied-In-Fact Contract. -17- COMPLAINT FOR DAMAGES 1 82. During the entire course of Plaintiffs’ employment with Defendants, and each of 2 them, an implied-in-fact employment contract developed between them. This contract was 3 formed by statements, policies, practices, longevity, and assurances of Defendants. As a 4 result, Plaintiffs entered into an implied-in-fact employment contract with Defendants 5 whereby Defendants agreed: 6 a. Plaintiffs would not be discharged except for good cause, and with notice and 7 an opportunity to be heard; 8 b. Plaintiffs would be evaluated in a fair and objective manner; 9 c. Plaintiffs would be able to continue their employment with Defendants 10 indefinitely as long as they carried out their duties in a proper and competent 11 manner; and 12 d. Defendants would make timely and accurate wage payments. 13 83. The employment contact was evidenced by various commendations and oral 14 representations to Plaintiffs by Defendants , and the parties’ entire course of conduct, 15 including the following: 16 a. That Plaintiffs would have secure employment with Defendants; 17 a. That Plaintiffs would be permitted to continue in their employment, unless 18 discharged for good and sufficient cause; 19 b. Throughout their employment, Plaintiffs were each told that they were doing 20 an outstanding job. As a result of the above representations, and the specific 21 terms of the EMPLOYMENT AGREEMENT, Plaintiffs came reasonably to 22 expect and to rely on the promise of job security. Such statements and acts by 23 Defendants, and each of them, communicated to Plaintiffs the idea that they 24 had each performed satisfactorily and that their jobs were secure. Plaintiffs in 25 good faith relied on these representations and believed them to be true. 26 84. Plaintiffs refrained from seeking other employment and pursuing other career 27 opportunities. 28 /// -18- COMPLAINT FOR DAMAGES 1 85. Plaintiffs understood and duly performed all conditions of the contract to be 2 performed by them. Plaintiffs have at all times been ready, willing and able perform, and has 3 offered to perform all of the conditions of this contract to be performed by him. 4 86. Despite the representations made to Plaintiffs and the reliance they placed on 5 them, Defendants failed to carry out their responsibilities under the terms of the Agreement 6 and breached the contract as herein alleged. 7 87. Plaintiffs have incurred additional expenses in their efforts to regain 8 employment, all to their damage in an amount according to proof at the time of trial. 9 88. As a direct and proximate result of the aforementioned wrongful conduct of 10 Defendants, and each of them, Plaintiffs will suffer additional loss of earnings, reduced 11 earning capacity in the future, and other incidental and consequential damages in an amount 12 according to proof at the time of trial. 13 89. Plaintiffs incurred expenses herein for necessary and reasonable attorneys' 14 fees in order to enforce his rights and to obtain benefits due, all to his further damage in an 15 amount according to proof. 16 Wherefore, Plaintiffs pray for judgment against Defendants as hereinafter set forth. 17 FOURTH CAUSE OF ACTION 18 BREACH OF THE IMPLIED COVENANT OF 19 GOOD FAITH AND FAIR DEALING 20 (By Plaintiffs DAVENPORT; PARAMOUNT; GONZALES; HELEWA; 21 HERRERA; TRUJILLO; ORTIZ; RODRIGUEZ; FAROKHIRAD; CASTRO; 22 JONES; TRUMAN; HODGES; GARZA; CORTEZ; TORRES-RODRIGUEZ; 23 MANCIA; ACCINELLI-MOROTE; and PEREZ Against Defendants STOCKDALE 24 SOLAR; STOCKDALE RENEWABLE; FOUNDATION SOLAR; DIGIROLAMO; 25 PATTERSON and DOES 1 through 50, Inclusive) 26 90. The allegations of Paragraphs 1 through 89 are realleged and incorporated herein 27 by reference except where to do so would be inconsistent with pleading a cause of action for 28 Breach of the Implied Covenant of Good Faith and Fair Dealing. -19- COMPLAINT FOR DAMAGES 1 91. The EMPLOYMENT AGREEMENT contained an implied covenant of good 2 faith and fair dealing by which EMPLOYER promised to give full cooperation to Plaintiffs, 3 and to refrain from doing any act that would prevent or impede Plaintiffs’ enjoyment of the 4 fruits of the EMPLOYMENT AGREEMENT. Specifically, the covenant of good faith and 5 fair dealing required EMPLOYER to fairly, honestly, and reasonably perform the terms and 6 conditions of the EMPLOYMENT AGREEMENT . 7 92. Plaintiffs were in an inherently unequal bargaining position in their dealings with 8 EMPLOYER. Plaintiffs entrusted their financial well-being and/or livelihood to 9 EMPLOYER willingness to perform their obligations under the terms of the Partner 10 Agreement, and risked substantial harm if Defendants failed to perform. Defendants were 11 aware of Plaintiffs’ vulnerability in this regard. 12 93. EMPLOYER’s refusal to honor the EMPLOYMENT AGREEMENT was 13 wrongful, in bad faith, arbitrary, and unfair, and done to frustrate the enjoyment of the actual 14 benefits of the EMPLOYMENT AGREEMENT , and in breach of said covenant. 15 94. As a proximate result of the aforesaid acts of Defendants, Plaintiffs are entitled to 16 damages for EMPLOYER’s breach of the EMPLOYMENT AGREEMENT. Plaintiffs claims 17 such amount as damages together with prejudgment interest pursuant to any provision of law 18 providing for prejudgment interest. 19 95. Plaintiffs have incurred additional expenses, including without limitation 20 attorneys’ fees, in an effort to recover the amount Defendants owe, all to their damage in an 21 amount according to proof at the time of trial. 22 Wherefore, Plaintiffs pray for judgment against Defendants as hereinafter set forth. 23 /// 24 /// 25 /// 26 27 28 -20- COMPLAINT FOR DAMAGES 1 FIFTH CAUSE OF ACTION 2 UNFAIR BUSINESS PRACTICES 3 VIOLATION OF BUSINESS AND PROFESSIONS CODE § 17200 4 (By Plaintiffs DAVENPORT; GONZALES; HELEWA; HERRERA; 5 TRUJILLO; ORTIZ; RODRIGUEZ; FAROKHIRAD; CASTRO; 6 JONES; TRUMAN; HODGES; GARZA; CORTEZ; TORRES-RODRIGUEZ; 7 MANCIA; ACCINELLI-MOROTE; and PEREZ Against Defendants STOCKDALE 8 SOLAR; STOCKDALE RENEWABLE; FOUNDATION SOLAR; DIGIROLAMO; 9 PATTERSON and DOES 1 through 50, Inclusive) 10 96. The allegations of Paragraphs 1 through 95 are realleged and incorporated herein 11 by reference except where to do so would be inconsistent with pleading a cause of action for 12 Unfair Business Practices in violation of Business and Professions Code § 17200. 13 97. During the period of Plaintiffs’ employment with Defendants, Plaintiffs were 14 nonexempt employees, entitled to protections under the California Labor Code and applicable 15 Industrial Wage Orders. 16 98. The Violations by EMPLOYER, as more particularly set forth herein, constituted 17 unlawful, unfair and/or fraudulent business acts or practices, including, without limitation, 18 EMPLOYER’s misclassification of EMPLOYEES’ employment in violation of Labor Code 19 §226.8, and/or failing to pay EMPLOYEES’ wages in full. By misclassifying EMPLOYEES 20 as “exempt” employees and failing to, without limitation, pay EMPLOYEES’ wages in full 21 EMPLOYER gained an unfair advantage over its competitors who do not engage in such 22 unlawful practices. 23 99. Defendants’ conduct constitutes unfair competition pursuant to Business and 24 Professions Code §17200, et seq. 25 100. Such business practices are fraudulent within the meaning of California Business 26 & Professions Code §17200, et seq. EMPLOYER willfully concealed the fact that 27 EMPLOYEES’ employment rights were being violated, with the specific intent to deprive 28 EMPLOYEES of employment benefits, all to their detriment. Indeed, EMPLOYER was -21- COMPLAINT FOR DAMAGES 1 more experienced and familiar with wage and hour laws than were EMPLOYEES, and knew 2 that Defendants were injuring EMPLOYEES by willfully committing labor code Violations 3 as alleged herein. Such business practices were also unfair to EMPLOYER’s competitors. 4 101. Defendants are strictly liable for engaging in unfair competition in violation of 5 Business and Professions Code §17200, et seq. 6 102. California law presumes an employment relationship once evidence has been 7 presented that an individual provided services for an employer. The burden then shifts to the 8 employer to prove, if it can, that the presumed employee was an independent contractor. 9 [Narayan v. EGL, Inc. (9th Cir. 2010) 616 F3d 895, 900] 10 103. Labor Code § 226.8 provides: 11 (a) It is unlawful for any person or employer to engage in any of the following 12 activities: 13 (1) Willful misclassification of an individual as an independent contractor. 14 104. During the period of EMPLOYEES’ s employment with Defendants, 15 EMPLOYEES were employees as defined by California Labor Code § 350(b). However, 16 Defendants purposefully misclassified EMPLOYEES as “Independent Contractors” because, 17 by so doing, Defendants lowered their cost of doing business by means of, but not limited to, 18 the following: 19 (a) Defendants did not report or pay the EMPLOYER’s share of federal or state 20 payroll taxes with respect to any of the funds paid to EMPLOYEES, as 21 required by federal and state law; 22 (b) D