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Rex P. Sofonio, Esq. SBI\: 190671
' SOFONIO & ASSOCIATES, APLC
2 2030 Main Street, Suite 1300
Irvine, California 92614
3 Telephone: (949) 260-9191 / Facsimile: (949) 260-9192 F”
4 Attorneys for Defendants, mg“ " " " ‘
5 Fontana Medical Group 7
6 Shea’! . . on ' Oimr/Clerk
7 By mi .3 ”°’“”
8 SUPERIOR COURT OF THE STATE OF CALIFORNIA
( COUNTY OF LOS ANGELES, NORWALK COURTHOUSE
) SOUTHEAST JUDICIAL DISTRICT
10
11 FONTANA MEDICAL GROUP, A Case No [] 9
CALIFORNIA CORPORATION, dba 18 CV00 1
12 WHITTIER MEDICAL WEIGHT CONTROL; ASSIGNED FOR ALL PURPOSES TO:
B and FONTANA MEDICAL WEIGHT
i CONTROL MANGEMENT, INC. OMPLAINT FOR DAMAGES
I4
Plaintiffs, 1. Conversion
15 vs. I Fraudulent Deceit
I6 . Breach of Written Contract
JEFFREY GIBBONS; GAYLENE GIBBONS; I . Breach of Oral Contract
17 ASHLEIGH PATRIDGE; and DOES 1-10 . Fraud/Intentional Misrepresentation
4 Breach of Fiduciary Duty
18 Defendants. . Demand for Accounting
‘9 1 Misappropriation of Trade Secrets
' Intentional Interference with Prospective
2() Economic Advantage
10. Negligent Interference with Prospective
31 conomic Advantage
1,7 11. Intentional Interference with a Contractual
L" I- elationship
33 12. Inducing Breach of Contract
34 ' Y" TRIAL DEMANDED
25 -————:Z
26
27 FAX
if 28 ‘I
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'-tf,:i‘ COMPLAINT FOR DAMAGES
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1 Fontana Medical Group, Inc. (hereinafter individually referred to as “FMG”) and Fontan
2 Medical Weight Control Management, Inc. (hereinafter individually referred to as “FMWCM”),
3 (hereinafter collectively referred to as “Plaintiffs”) submit the following Complaint for Damages:
4 PARTIES
5 l. The location of thr. subject property Whittier Medical Weight Control is 11127 First
6 Avenue, Whittier, CA 90603.
7 2. Plaintiff, FMG is a corporation qualified to do business in California.
8 3. Plaintiff, FMWCM is a corporation qualied to do business in California.
9 4. Upon information and belief, Defendant, Jeffrey Gibbons is now, and at all times
H) mentioned herein was, an individual residing in the State of Arizona.
11 5. Upon information and belief, Defendant, Gaylene Gibbons is now, and at all times
12 mentioned herein was, an individual residing in the State of California.
13 6. Upon information and belief, Defendant, Ashleigh Patridge is now, and at all times
H 14 mentioned herein was, an individual residing in the State of California.
15 7. At all times mentioned herein, Defendants, and each of them, inclusive of DOES l
16 through 10, were authorized and empowered by each other to act, and did so act, as
I 17 agents of each other, and all of the things herein alleged to have been done by them were
18 done in the capacity of such agency. Upon information and belief, all Defendants are
I9 responsible in some manner for the events described herein and are liable to Plaintiffs for
I 20 the damages it has incurred.
21 JURISDICTION AND VENUE
22 8. This court is the proper court for trial in this action in that actions and omissions that are
23 the subject of this Complaint occurred in the City of Whittier, County of Los Angeles,
24 State of California.
25 9. Jurisdiction is proper in the Superior Court for the County of Los Angeles pursuant to 3
26 Section 410.10 of the California Code of Civil Procedure because it has general subject
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COMPLAINT FOR DAMAGES
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1 matter jurisdiction and no statutory exceptions to jurisdiction exist. The amount in
2 controversy exceeds the jurisdictional minimum of this Court.
3 10. Venue is proper in the County of Los Angeles pursuant to Section 395 of the California
4 Code of Civil Procedure because the Defendant has contracted to perform its obligations
5 in Los Angeles County. The company in dispute, Whittier Medical Weight Control is
6 located in Los Angeles County.
7 STATEMENT OF FACTS
8 1 1. Plaintiffs bring this action against Jeffrey Gibbons, Gaylene Gibbons, and Ashleig
9 Patridge, and Does I through 10 (hereinafter collectively referred to as "Defendants") t
10 recover all monies owed for the work and creation of Whittier Medical Weight Control, al
1 1 of its prots due and owing to FMG, and payment of all taxes, insurances and wages tha
12 have been paid by FMG on behalf of Whittier Medical Weight Control, that have accrue
13 since May 20, 2016.
14 12. In approximately January 2007 Defendants set up a business entity with the name Whittie
V 15 Medical Weight Control, Inc. Although Defendants did put some effort into running '
16 weight control clinic, by 2016 their business was failing in both productivity an
A I7 accountability.
18 13. In addition, the defendants were having problems with their Independent Contractin
‘:5 19 doctor, Paul N. Chugay, M.D. Therefore, in approximately May of 2016 Defendants me
20 with FMG and FMWCM to discuss possible resolution and assistance with their failin
21 business.
22 14. It was agreed that FMG would become the owner of Whittier Medical Weight Control, Inc.
23 and FMG would provide its doctor, Clark H. Robbins to work for dba Whittier Medical
24 Weight Control as its Independent Contracting doctor for the facility.
25 15. In furtherance of the agreement for FMG to take over the ownership and management 0
26 Whittier Medical Weight Control a contract was entered into between Defendants and
27 Clark H. Robbins. Attached to this complaint as Exhibit “A” is a true and correct copy 0
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COMPLAINT FOR DAMAGES
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I the Independent Contractor Agreement signed and dated between Plaintiffs and Defendant
2 on May 20, 2016.
3 16. Thereafter and in furtherance of their agreement for FMG to own and manage Whittie
4 Weight Control many steps were taken to fulll the agreement.
5 17. FMWCM had already been established as the management company to Whittier Medical
6 Weight Control.
7 18. On November 11, 2016 FMG, through its Secretary, created a certication letter to attcs
8 that on November 1 1, 2016, a quorum was present and adopted the following resolutions:
9 “Resolved, that JeffGibbons is authorized and designated as Treasurer to act on behalf 0
l() Fontana Medical Group dba Whittier Medical Weight Control. As such, Jeff Gibbons i
l1 authorized to open a bank account and sign on behalf of Whittier Medical Weight Control.’
12 Attached as Exhibit “B” to this Complaint.
I3 19. Thereafter Defendants did open bank accounts and signed on behalf of FMG dba Whittie
‘V 14 Medical Weight Control.
15 20. In addition they opened tax accounts and ADP payroll accounts for their employees undo
lo the FMG entity and with full liability placed on FMG and FMWCM.
I7 21. Thereafter and on December 30, 2016 Plaintiffs led a Secretary of State Statement 0
18 Information naming Ashleigh Patridge as a Director of Fontana Medical Group db
I9 Whittier Medical Weight Control. Attached as Exhibit “C” to this Complaint.
20 22. Both Plaintiffs and Defendants mctioned as FMG dba Whittier Medical Weight Control.
21 Plaintiffs provided all of the resources, management and industry skills to Defendants.
22 23. In addition they shared all of their company’s intellectual property. Including but no
23 limited to design, production, lay-out, intake, inventory, legal requirements, legal lings
24 independent third party contacts, patient contacts and employee contacts.
25 24. Defendants used all of FMG’s and FMWCM’s abilities, contacts, accounts, payrolls
26 patients and its employees to turn the Whittier Medical Weight Control into :1 ve
27 SlICCCSSll and protable weight control clinic.
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i i: COMPLAINT FOR DAMAGES
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I 25. With malice intent and pure economic gain in mind, Defendants decided to simply cut tie
2 with Plaintiffs, keep all of their contacts, employees, patients and design.
3 26. Therefore, and on June 1, 2017 Defendants by and through Jeffrey Gibbons wrote a lettc
4 of termination to Plaintiffs, specically Clark H. Robbins, M.D. Attached as Exhibit “D’
5 to this Complaint.
6 27. “This letter is to notify you that Whittier Medical Weight Control Diet Clinic (fbn) ha
7 decided after careful consideration to terminate the relationship with you and Whittie
8 Medical Weight Control, Ine.”. . .“It was envisioned that Whittier Medical Weight Control
9 Inc. would enter into an agreement with Fontana Medical Group to operate and manage th
A l() Whittier Medical Weight Control Diet Clinic, however no such agreement has been agree
1l upon or entered into between FMG and Whittier Medical Weight Control Diet Clinic 0
12 Gaylene Gibbons.” See Exhibit “D.”
_g 13 28. Immediately, Plaintiffs demanded that Defendants pay for the breach of contract,
14 employees, employee dismantling, intellectual property theft, trade secret theft an
15 intentional misrepresentation and fraud damages. In addition, Plaintiffs demande
~: 16 compensation for Defendants using and continuing to use FMG dba Whittier Medical
17 Weight Control.
" I8 29. It was further demanded that Defendants immediately stop using FMG dba Whittie
19 Medical Weight Control immediately.
20 30. However as of current, Defendants continue to use FMG dba Whittier Medical Weigh
21 Control for their business, state and IRS taxes and payroll accounts.
22 31. Defendants continue to use all of Plaintiffs contacts, employees, patients, 3”‘ parties an
23 FMG’s and FMWCM’s basic design within its currently operating facility.
24 32. Defendants must pay Plaintiffs all prots and all liabilities that it has unlawfully an
25 maliciously taken or placed on the Plaintiffs.
26 33. This would include the immediate IRS taxes that Plaintiffs have been forced to pa
27 regarding work that was done for the Defendants by Defendants’ employees.
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COMPLAINT FOR DAMAGES
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1 34. Defendants failed to report cash intake and were therefore stealing from Plaintiffs.
2 35. At all times mentioned herein, the Defendants were forming another company whil
3 allowing Plaintiff to believe a long term partnership had been fonned based on thei
4 actions.
5 FIRST CAUSE OF ACTION
6 (Conversion)
7 36. Plaintiffs adopt and reassert the allegations contained in paragraphs 1 through 35 as if full
8 set forth herein.
9 37. The company, Whittier Medical Weight Control is owned by Plaintiffs. All of its accounts
l0 payrolls, taxes and liability have been created under Plaintiffs’ FMG and FMWC
11 corporations.
I2 38. All design, function and operation of the Whittier Medical Weight Control belong to an
13 are owned by FMG and FMWCM corporations.
I4 39. All Products, Software programs and accounting programs are the property of Plaintiffs’.
15 40. All contacts, third party business, patients and employees of Whittier Medical Weigh
l6 Control are the property of and owned by Plaintiffs.
I7 4l . Defendants intentionally and substantially interfered with the ownership rights of Plaintiff
1* 18 by taking the Whittier Medical Weight Control company away from Plaintiffs and placin
-A 19 under their own control.
20 42. Defendants uther misappropriated the funds of FMG and FMWCM and used it for thei
2] own personal use and enjoyment.
22 43. Plaintiffs did not consent in any manner to Defendants taking and defrauding them out 0
23 ownership of their own company.
24 44. Defendants have not returned ownership and control of Whittier Medical Weight Contro
25 despite repeated demands by Plaintiffs to do so.
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COMPLAINT FOR DAMAGES
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1 45. FMG is the principal responsible for the acts of its companies. FMG is doing business a‘
2 Whittier Medical Weight Control. Defendants are liable to Plaintiffs for harm caused t
3 Plaintiffs as a resuet of the conversion of the Whittier Medical Weight Control company.
4 46. Plaintiffs have been damaged in an amount to be proven at trial as a result of Defendants’
5 actions in converting and misappropriating the Whittier Medical Weight Control company.
6 47. In addition, Plaintiffs’ damages are ongoing and increasing due to Defendants’ conversio
7 of the Whittier Medical Weight Control company.
8 SECOND CAUSE OF ACTION
9 (Fraudulent Deceit)
10 48. Plaintiffs adopt and reassert the allegations contained in paragraphs 1 through 46 as if full
11 set forth herein.
12 49. Defendants willfully and intentionally engaged in fraud and deceit as dened by Califomi
3 13 Civil Code § 1709- 1710.
14 50. Defendants induced Plaintiffs into entrusting them with their corporation’s assets
15 company design, -Jompany organization, management, employees, contacts, patients an
16 all trade secrets owned by Plaintiffs by promising that they would partner with Plaintiff
l7 in running and managing Whittier Medical Weight Control.
18 5 I. Defendants’ fraudulent promises to partner with Plaintiffs were not true facts an
l9 Defendants knew at the time they made the promises that they were not true.
20 52. Defendants’ intentionally suppressed from Plaintiffs the true facts that they had a schem
2] to steal Plaintiffs Whittier Medical Weight Control business and all of their intellectua
22 property.
23 53. Defendants made promises to Plaintiffs, both orally and in writing, to facilitate th
24 successful partnership, management and operation of the Whittier Medical Weight Contro
25 company.
26 54. To the contrary, Defendants intended to keep the company for its own personal use an
27 defraud Plaintiffs out of the own company.
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COMPLAINT FOR DAMAGES
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1 55. All of Defendants promises, communications and acts regarding the partnership an
2 management of Whittier Medical Weight Control were knowingly false and made with th
3 intent to deceive Plaintiffs in order to unlawfully misappropriate Plaintiffs’ ownershi
4 rights in its own business.
5 56. Based on the written promises, oral promises and actions taken by the parties, Plaintiff
6 justifiably relied on the promises, assertions and representations made by Defendants in
7 inducing Plaintiffs to run and manage Whittier Medical Weight Control as a joint ventur
8 and partners with Defendants.
9 57. Defendants did not perform their promises to Plaintiffs.
ll) 58. Defendants are liable to Plaintiffs for harm caused to Plaintiffs as a result ofthe fraudulen
11 and deceitful acts committed by Defendants.
I2 59. Plaintiffs have been damaged in an amount to be proven at trial as a result of Defendants
I3 fraudulent and deceitful actions in misappropriating Plaintiffs’ company.
I4 60. ln addition, Plaintiffs’ damages are ongoing and increasing due to Defendants’ failure t
15 access and run Plaintiffs’ Whittier Medical Weight Control company.
A 16 THIRD CAUSE or ACTION
‘ I7 (Breach of Express Contract)
18 6|. Plaintiffs adopt and reassert the allegations contained in paragraphs I through 60 as if full
7 l9 set forth herein.
20 62. Plaintiffs and Defendants entered into an implied or express contract(s) whereby Plaintiff
2] would run and manage Whittier Medical Weight Control under Plaintiffs’ FMWC
22 corporation; and ownership of Whittier Medical Weight Control under FMG.
23 63. In addition, Plaintiffs and Defendants entered into an implied or express contract(s
24 whereby Defendants would become directors of Plaintiffs’ FMG corporation and ope
25 accounts, payrolls and tax accounts under its corporation name and structure.
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COMPLAINT FOR DAMAGES
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1 64. Defendants have breached the contract(s) by failing to provide Plaintiffs access to thei
2 Whittier Medical Weight Control company and refusing to return its property, accounts
3 employees, patients, design, programs, etc.
4 65. Plaintiffs have been damaged in an amount to be proven at trial as a result of Defendants’
5 breach of contract and misappropriation of the Whittier Medical Weight Control company.
6 66. In addition, Plaintiffs’ damages are ongoing and increasing due to Defendants’ ongoin
7 breach of its contractual obligations to Plaintiffs.
8 FOURTH CAUSE OF ACTION
9 (Breach of Oral Contract)
10 67. Plaintiffs adopt and reassert the allegations contained in paragraphs 1 through 66 as if full
11 set forth herein.
12 68. Plaintiffs and Defendants entered into an implied or oral contract(s) whereby Plaintiff
13 would run and manage Whittier Medical Weight Control under Plaintiffs’ FMWC
I4 corporation; and ownership of Whittier Medical Weight Control under FMG corporation.
15 69. In addition, Plaintiffs and Defendants entered into an implied or oral contract(s) whereb
16 I)efendants would become directors of Plaintiffs’ FMG corporation and open accounts,
17 payrolls and tax accounts under the corporation name and structure.
18 70. Defendants have breached the oral contract(s) by failing to provide Plaintiffs access to thei
I9 Whittier Medical Weight Control company and refusing to return its property, accounts
20 employees, patients, design, programs, etc.
21 71. Plaintiffs have been damaged in an amount to be proven at trial as a result of Defendants’
22 breach of contract and misappropriation of the Whittier Medical Weight Control company.
23 72. In addition, Plaintiffs’ damages are ongoing and increasing due to Defendants’ ongoin
24 breach of its contractual obligations to Plaintiffs.
25 FIFTH CAUSE OF ACTION
20 (Fraud/Intentional Misrepresentation)
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COMPLAINT
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l 73. Plaintiffs adopt and reassert the allegations contained in paragraphs 1 through 72 as if full
2 set forth herein.
3 74. Defendants willfully and intentionally engaged in fraud and misrepresentation as define
4 by California CiviT Code § 1572.
5 75. Defendants induced Plaintiffs into entering into a contract for Plaintiffs FMWCM
6 corporation to run and manage the Whittier Medical Weight Control company, while it
7 ownership would be under FMG which provided its corporate structure, accounts, payrolls
8 employees, patients and contacts. All of which is and always has been known b
9 Defendants to be the trade secrets of Plaintiffs
I0 76. Defendants’ assertions and representations of facts were not true, Defendants did no
11 believe its assertions and representations to be true, and Defendants made sue
l2 representations recklessly and without regard for the truth.
13 77. Defendants intentionally suppressed from Plaintiffs and its agents the true facts tha
I4 Defendants had planned an unlawful scheme to steal Plaintiffs’ company and intelleetua
15 property.
A 16 78. Defendants made promises to Plaintiffs in exchange for sharing liability of the Whittie
17 Medical Weight Control company while causing it to run successfully; which it had n
18 intention of performing.
I9 79. To the contrary, Defendants intended to keep Plaintiffs corporation and intelleetua
20 properties for their own personal use.
2] 80. All of Defendants’ acts, representations and communications with Plaintiffs wer
22 knowingly false and made with the intent that Plaintiffs rely on their false representation.
23 in order to deceive Plaintiffs so that they could unlawfully misappropriate Plaintiffs’
24 corporations, its funds and intellectual properties for their own personal use.
25 81. Plaintiffs justifiably and reasonably relied on the representations, promises, and assertion
26 made by Defendants in inducing Plaintiffs to create the Whittier Medical Weight Contro
27 company under its FMG corporation.
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COMPLAINT FOR DAMAGES
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I 82. Plaintiffs have been damaged in an amount to be proven at trial as a result of Defendants’
2 fraudulent and deceitful actions in misappropriating the FMG and FMWCM corporation
3 owned by Plaintiffs.
4 83. In addition, Plaintiffs’ damages as a result of Defendants’ fraudulent and deceitful acts ar
5 ongoing and increasing due to Plaintiffs contractual and legal obligations it has to it
6 company FMG dba Whittier Medical Weight Control.
7 SIXTH CAUSE OF ACTION
8 (Breach of Fiduciary Duty)
9 84. Plaintiffs adopt and reassert the allegations contained in paragraphs 1 through 83 as if full
10 set forth herein.
1 l 85. As a result of Plaintiffs corporation taking over the management and operation of Whittie
12 Medical Weight Control a duciary relationship existed between the parties. This i
13 especially true when Plaintiff is the corporate owner of the Whittier Medical Weigh
l4 Control company.
15 86. Defendants had and continue to have a fiduciary duty to Plaintiffs and were duty bound t
. 16 act with the utmost good faith for the benet of Plaintiffs and their corporations.
I7 87. Defendants breached their duciary duty to Plaintiffs by converting and misappropriatin
18 the Whittier Medical Weight Control company for their own personal use and enjoyment.
8 I9 88. Plaintiffs have been damaged in an amount to be proven at trial as a result of Defendants’
20 breach ofhis duciary duty to Plaintiffs.
2] 89. In addition, Plaintiffs‘ damages are ongoing and increasing due to Defendants contractua
22 obligations to provide access and prots from Whittier Medical Weight Control.
23 SEVENTH CAUSE OF ACTION
24 (Demand for Accounting)
25 90. Plaintiffs adopt and reassert the allegations contained in paragraphs 1 through 89 as if full
26 set forth herein. 8
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if COMPLAINT FOR DAMAGES
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l 91. As a result of Plairrtiffs corporation taking over the management and operation of Whittie
2 Medical Weight Control a duciary relationship existed between the parties.
3 92. At all relevant tin‘:-es; mentioned, Plaintiffs and Defendants had become Partners and Join
4 Ventures in the operation of the Whittier Medical Weight Control. This included Plaintiff
5 allowing Defendants to open bank, taxes and payroll accounts under their corporate name
6 93. As a result of allowing Defendants to partner with Plaintiffs to run Whittier Medical
7 Weight Control, Defendants have received money, a portion of which is due to Plaintiff.
8 from Defendants, as previously alleged.
9 94. The amount of money due from Defendants to Plaintiffs is unknown to Plaintiffs an
10 cannot be ascertained without an accounting of the receipts and disbursements includin
ll all Whittier Medical Weight Control transactions, including but not limited, to all ban
12 accounts, payroll, tax, receivables, account ledgers, etc.
' 13 95. Plaintiffs have demanded an accounting of the aforementioned accounts from Defendants
l4 and payment amount found due but Defendants have failed and refused, and continues t
15 fail and refuse, to render such an accounting and to pay such sum.
lo 96. Plaintiffs are entitled to an accounting between Plaintiffs and Defendants.
17 97. Plaintiffs are entitled to the amount found to be due from Defendants to Plaintiffs as a resul
I8 of the accounting and interest on that amount.
I9 EIGHTH CAUSE OF ACTION
20 (Misappropriation of Trade Secrets)
21 98. Plaintiffs adopt and reassert the allegations contained in paragraphs 1 through 97 as if full
22 set forth herein.
23 99. Plaintiffs’ proprietary and confidential information, research, technology, including but
24 not limited to: process recipes, business plans, technology development plan,
25 implementation plans, vendors, employees, customers, patients contact information and
26 operating scheme all of which constitute trade secrets within the meaning of Civil Code
27 Section 3426.l(d).
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COMPLAINT FOR DAMAGES
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] 100. By virtue of its acts and omissions as hereinabove alleged, defendants are guilty
2 of actual and threatened misappropriation of Plaintiffs’ trade secrets, including willful
3 and malicious misappropriation, within the meaning of the Uniform Trade Secrets Act,
4 thereby entitling Plaintiffs to injunctive relief and monetary relief, including exemplary
5 damages as set forth in California Civil Code §§ 3426..2 and 3426.3, respectively, in an
6 amount to be proven at trial as well as attorneys’ fees as set forth in California Civil Code
7 § 3426.4.
8 101. Defendants knowingly conspired to misappropriate and use the information, trade
9 secrets, customer lists, patient contact information, vendors and employees of Plaintiffs.
10 102. As a direct and proximate result of these actions, Plaintiffs have suffered damages
11 in an amount to be proven at trial.
12 103. Plaintiffs have no adequate remedy at law to compel Defendants to cease their
« 13 wrongful acts. Unless the court grants an injunction, immediately halting the
l4 Defendants’ illegal conduct, Plaintiffs will continue to suffer damages.
15 NINTH CAUSE OF ACTION
' 16 (Intentional Interference with Prospective Economic Advantage)
17 104. Plaintiffs adopt and reassert the allegations contained in paragraphs 1 through 103
18 as if fully set forth herein.
I9 105. Plaintiffs have an economic relationship with numerous patients, customers,
20 vendors and employees.
21 106. Defendants knew that these economic relationships were to the benet of the
22 Plaintiffs.
23 107. The Defendants wanted these economic relationships for their own use.
24 Therefore, Defendants defrauded Plaintiffs to gain access to the propriety information
25 regarding Plaintiffs’ patients, customers, vendors and employees.
26 108. The Defendants used this information to create 3'“ party contracts with Plaintiffs
27 economic relationships that omitted Plaintiffs from the contracts.
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1 109. Thereafter, Plaintiffs’ economic relationships ceased when Defendants’ entered
2 into their own contracts with Plaintiffs’ economic relationships.
3 1 10. Every economic relationship that Plaintiffs lost caused great harm to Plaintiffs.
4 1 11. Defendants’ intentional interference with Plaintiffs’ economic relationships is the
5 cause of harm to Plaintiffs.
6 1 12. Intentional Interference with Prospective Economic Advantage does not require
7 proof of a written contract, and can be asserted in situations where the statute of frauds
8 would otherwise require one. Buckaloo v. Johnson (1975) 14 Cal.3d 815, 824.
9 TENTH CAUSE OF ACTION
10 (Negligent Interference with Prospective Economic Advantage)
11 l 13. Plaintiffs adopt and reassert the allegations contained in paragraphs 1 through 1 12
12 as if fully set forth herein.
13 1 14. Plaintiffs have an economic relationship with numerous patients, customers,
14 vendors and employees.
15 1 15. Defendants knew or should have known that these economic relationships were to
16 the benet of the Plaintiffs.
I7 1 16. The Defendants wanted these economic relationships for their own use.
-~ 18 Therefore, Defendants defrauded Plaintiffs to gain access to the propriety information
- It) regarding Plaintiffs’ patients, customers, vendors and employees.
20 l 17. The Defendants used this information to create 3”‘ party contracts with Plaintiffs
21 economic relationships that omitted Plaintiffs from the contracts.
22 1 18. Defendants’ knew or should have known that they would disrupt Plaintiffs’
23 economic relationships by failing to act with reasonable care.
24 l 19. Thereafter, Plaintiffs’ economic relationships ceased when Defendants’ entered
25 into their own contracts with Plaintiffs’ economic relationships.
20 120. Every economic relationship that Plaintiffs lost caused great harm to Plaintiffs.
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COMPLAINT FOR DAMAGES
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1 121. Defendants’ negligent interference with Plaintiffs’ economic relationships is the
2 cause of harm to Plaintiffs.
3 ELEVENTH CAUSE OF ACTION
4 (Intentional Interference with a Contractual Relationship)
5 122. Plaintiffs adopt and reassert the allegations contained in paragraphs 1 through 121 '
6 as if fully set forth herein.
7 123. Numerous contracts exited between Plaintiffs and numerous patients, customers,
8 vendors and employees.
9 124. Defendants knew that these contracts were active with Plaintiffs. Defendants
10 knew these contracts were a benet to Plaintiffs.
ll 125. The Defendants wanted these economic relationships for their own use.
12 Therefore, Defendants defrauded Plaintiffs to gain access to the propriety information
13 regarding Plaintiffs’ contracts with its patients, customers, vendors and employees.
V l4 l26. The Defenalants entered into contracts with Plaintiffs contractual relations that
15 removed Plaintiffs from the benet. The Defendants’ conduct prevented or hindered the
I6 ongoing performance of the contracts they had with Plaintiffs.
I7 l27. The Defendants intended this result, or knew it was likely when they entered into
18 new contracts with Plaintiffs prior patients, customers, vendors and employees.
19 I28. Defendants’ intentional interference with Plaintiffs’ contractual relationships is
20 the cause of harm to Plaintiffs.
21 TWELFTH CAUSE OF ACTION
22 (Inducing Breach of Contract)
23 129. Plaintiffs adopt and reassert the allegations contained in paragraphs 1 through 128
24 as if fully set forth herein.
25 130. Numerous contracts exited between Plaintiffs and numerous patients, customers,
26 vendors and employees.
27 131. Defendants knew that these contracts.
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COMPLAINT FOR DAMAGES
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I 132. The Defendants wanted these economic relationships for their own use.
2 Therefore, Defendants defrauded Plaintiffs to gain access to the propriety information
3 regarding Plaintiffs’ contracts with its patients, customers, vendors and employees.
4 133. The Defendants entered into contracts with Plaintiffs contractual relations that
5 rcmoved Plaintiffs from the benet. The Defendants’ conduct prevented or hindered the
6 ongoing performance of the contracts they had with Plaintiffs.
7 I34. The Defendants intended this result, or knew it was likely when they entered into
X new contracts with Plaintiffs prior patients, customers, vendors and employees.
9 I35. Defendants’ intentional interference with Plaintiffs’ contractual relationships is
H) the cause ofharm to Plaintiffs.
11 136. The Defendants’ conduct caused the contracts with Plaintiffs to be breach.
12 137. The Defendants intended this or knew that it was likely to happen.
13 138. The Defendants acted with fraud and malice.
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COMPLAINT FOR DAMAGES
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1
2 WHEREFORE Plaintiffs pray for judgment against Defendants as follows:
3 I. Award Plaintiffs compensatory damages in an amount to be determined at trial;
4 2. Award Plaintiffs pre-judgment interest as allowed by law;
5 3. Award Plaintiffs exemplary damages in an amount to be determined at trial;
(3 4. Award Plaintiffs punitive damages to be determined at trial;
7 5. Award Plaintiffs attorney fees to be determined after trial;
8 6. For and Accounting between Plaintiffs and Defendants;
9 7. Award Plaintiffs costs of suit; and
10 8. Grant such other and further relief as this Court deems just and proper.
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12 JURY TRIAL DEMANDED
13 Plaintiffs demand a jury trial on all triable issues.
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I6 I)atcd: October 10, 20 I 8 Sofonio & Associates, APLC
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21 Q)”
22 By: __ ' '
23 Rex Sofonio, Esq.
24 Attorneys for Plaintiffs, FMG and FMWCM
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COMPLAINT FOR DAMAGES
INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement (this “Agreement”) is made by and
between Whittier Medical Weight Control, Inc. (“Diet Clinic”) and Clark H. Robbins,
M.D., (“Contractor”). Diet Cainic and Contractor may hereinafter sometimes referred to
individually as a “Party" and coilectiveiy as the “Parties”. V
ARTICLE 1. TERM OF, CONTRACT
1.01. This Agreement shall be effective as of May 16, 2016 and will con
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Rex P. Sofonio, Esq. SBI\: 190671 ' SOFONIO & ASSOCIATES, APLC 2 2030 Main Street, Suite 1300 Irvine, California 92614 3 Telephone: (949) 260-9191 / Facsimile: (949) 260-9192 F” 4 Attorneys for Defendants, mg“ " " " ‘ 5 Fontana Medical Group 7 6 Shea’! . . on ' Oimr/Clerk 7 By mi .3 ”°’“” 8 SUPERIOR COURT OF THE STATE OF CALIFORNIA ( COUNTY OF LOS ANGELES, NORWALK COURTHOUSE ) SOUTHEAST JUDICIAL DISTRICT 10 11 FONTANA MEDICAL GROUP, A Case No [] 9 CALIFORNIA CORPORATION, dba 18 CV00 1 12 WHITTIER MEDICAL WEIGHT CONTROL; ASSIGNED FOR ALL PURPOSES TO: B and FONTANA MEDICAL WEIGHT i CONTROL MANGEMENT, INC. OMPLAINT FOR DAMAGES I4 Plaintiffs, 1. Conversion 15 vs. I Fraudulent Deceit I6 . Breach of Written Contract JEFFREY GIBBONS; GAYLENE GIBBONS; I . Breach of Oral Contract 17 ASHLEIGH PATRIDGE; and DOES 1-10 . Fraud/Intentional Misrepresentation 4 Breach of Fiduciary Duty 18 Defendants. . Demand for Accounting ‘9 1 Misappropriation of Trade Secrets ' Intentional Interference with Prospective 2() Economic Advantage 10. Negligent Interference with Prospective 31 conomic Advantage 1,7 11. Intentional Interference with a Contractual L" I- elationship 33 12. Inducing Breach of Contract 34 ' Y" TRIAL DEMANDED 25 -————:Z 26 27 FAX if 28 ‘I '1' '-tf,:i‘ COMPLAINT FOR DAMAGES ' ' O O 1 Fontana Medical Group, Inc. (hereinafter individually referred to as “FMG”) and Fontan 2 Medical Weight Control Management, Inc. (hereinafter individually referred to as “FMWCM”), 3 (hereinafter collectively referred to as “Plaintiffs”) submit the following Complaint for Damages: 4 PARTIES 5 l. The location of thr. subject property Whittier Medical Weight Control is 11127 First 6 Avenue, Whittier, CA 90603. 7 2. Plaintiff, FMG is a corporation qualified to do business in California. 8 3. Plaintiff, FMWCM is a corporation qualied to do business in California. 9 4. Upon information and belief, Defendant, Jeffrey Gibbons is now, and at all times H) mentioned herein was, an individual residing in the State of Arizona. 11 5. Upon information and belief, Defendant, Gaylene Gibbons is now, and at all times 12 mentioned herein was, an individual residing in the State of California. 13 6. Upon information and belief, Defendant, Ashleigh Patridge is now, and at all times H 14 mentioned herein was, an individual residing in the State of California. 15 7. At all times mentioned herein, Defendants, and each of them, inclusive of DOES l 16 through 10, were authorized and empowered by each other to act, and did so act, as I 17 agents of each other, and all of the things herein alleged to have been done by them were 18 done in the capacity of such agency. Upon information and belief, all Defendants are I9 responsible in some manner for the events described herein and are liable to Plaintiffs for I 20 the damages it has incurred. 21 JURISDICTION AND VENUE 22 8. This court is the proper court for trial in this action in that actions and omissions that are 23 the subject of this Complaint occurred in the City of Whittier, County of Los Angeles, 24 State of California. 25 9. Jurisdiction is proper in the Superior Court for the County of Los Angeles pursuant to 3 26 Section 410.10 of the California Code of Civil Procedure because it has general subject 27 ;: .’, 28 COMPLAINT FOR DAMAGES i ' 0 0 1 matter jurisdiction and no statutory exceptions to jurisdiction exist. The amount in 2 controversy exceeds the jurisdictional minimum of this Court. 3 10. Venue is proper in the County of Los Angeles pursuant to Section 395 of the California 4 Code of Civil Procedure because the Defendant has contracted to perform its obligations 5 in Los Angeles County. The company in dispute, Whittier Medical Weight Control is 6 located in Los Angeles County. 7 STATEMENT OF FACTS 8 1 1. Plaintiffs bring this action against Jeffrey Gibbons, Gaylene Gibbons, and Ashleig 9 Patridge, and Does I through 10 (hereinafter collectively referred to as "Defendants") t 10 recover all monies owed for the work and creation of Whittier Medical Weight Control, al 1 1 of its prots due and owing to FMG, and payment of all taxes, insurances and wages tha 12 have been paid by FMG on behalf of Whittier Medical Weight Control, that have accrue 13 since May 20, 2016. 14 12. In approximately January 2007 Defendants set up a business entity with the name Whittie V 15 Medical Weight Control, Inc. Although Defendants did put some effort into running ' 16 weight control clinic, by 2016 their business was failing in both productivity an A I7 accountability. 18 13. In addition, the defendants were having problems with their Independent Contractin ‘:5 19 doctor, Paul N. Chugay, M.D. Therefore, in approximately May of 2016 Defendants me 20 with FMG and FMWCM to discuss possible resolution and assistance with their failin 21 business. 22 14. It was agreed that FMG would become the owner of Whittier Medical Weight Control, Inc. 23 and FMG would provide its doctor, Clark H. Robbins to work for dba Whittier Medical 24 Weight Control as its Independent Contracting doctor for the facility. 25 15. In furtherance of the agreement for FMG to take over the ownership and management 0 26 Whittier Medical Weight Control a contract was entered into between Defendants and 27 Clark H. Robbins. Attached to this complaint as Exhibit “A” is a true and correct copy 0 .1. 28 52,. _3_ COMPLAINT FOR DAMAGES ‘ ' O O I the Independent Contractor Agreement signed and dated between Plaintiffs and Defendant 2 on May 20, 2016. 3 16. Thereafter and in furtherance of their agreement for FMG to own and manage Whittie 4 Weight Control many steps were taken to fulll the agreement. 5 17. FMWCM had already been established as the management company to Whittier Medical 6 Weight Control. 7 18. On November 11, 2016 FMG, through its Secretary, created a certication letter to attcs 8 that on November 1 1, 2016, a quorum was present and adopted the following resolutions: 9 “Resolved, that JeffGibbons is authorized and designated as Treasurer to act on behalf 0 l() Fontana Medical Group dba Whittier Medical Weight Control. As such, Jeff Gibbons i l1 authorized to open a bank account and sign on behalf of Whittier Medical Weight Control.’ 12 Attached as Exhibit “B” to this Complaint. I3 19. Thereafter Defendants did open bank accounts and signed on behalf of FMG dba Whittie ‘V 14 Medical Weight Control. 15 20. In addition they opened tax accounts and ADP payroll accounts for their employees undo lo the FMG entity and with full liability placed on FMG and FMWCM. I7 21. Thereafter and on December 30, 2016 Plaintiffs led a Secretary of State Statement 0 18 Information naming Ashleigh Patridge as a Director of Fontana Medical Group db I9 Whittier Medical Weight Control. Attached as Exhibit “C” to this Complaint. 20 22. Both Plaintiffs and Defendants mctioned as FMG dba Whittier Medical Weight Control. 21 Plaintiffs provided all of the resources, management and industry skills to Defendants. 22 23. In addition they shared all of their company’s intellectual property. Including but no 23 limited to design, production, lay-out, intake, inventory, legal requirements, legal lings 24 independent third party contacts, patient contacts and employee contacts. 25 24. Defendants used all of FMG’s and FMWCM’s abilities, contacts, accounts, payrolls 26 patients and its employees to turn the Whittier Medical Weight Control into :1 ve 27 SlICCCSSll and protable weight control clinic. .3. 28 'i:;’ -4— i i: COMPLAINT FOR DAMAGES ‘ ' O O I 25. With malice intent and pure economic gain in mind, Defendants decided to simply cut tie 2 with Plaintiffs, keep all of their contacts, employees, patients and design. 3 26. Therefore, and on June 1, 2017 Defendants by and through Jeffrey Gibbons wrote a lettc 4 of termination to Plaintiffs, specically Clark H. Robbins, M.D. Attached as Exhibit “D’ 5 to this Complaint. 6 27. “This letter is to notify you that Whittier Medical Weight Control Diet Clinic (fbn) ha 7 decided after careful consideration to terminate the relationship with you and Whittie 8 Medical Weight Control, Ine.”. . .“It was envisioned that Whittier Medical Weight Control 9 Inc. would enter into an agreement with Fontana Medical Group to operate and manage th A l() Whittier Medical Weight Control Diet Clinic, however no such agreement has been agree 1l upon or entered into between FMG and Whittier Medical Weight Control Diet Clinic 0 12 Gaylene Gibbons.” See Exhibit “D.” _g 13 28. Immediately, Plaintiffs demanded that Defendants pay for the breach of contract, 14 employees, employee dismantling, intellectual property theft, trade secret theft an 15 intentional misrepresentation and fraud damages. In addition, Plaintiffs demande ~: 16 compensation for Defendants using and continuing to use FMG dba Whittier Medical 17 Weight Control. " I8 29. It was further demanded that Defendants immediately stop using FMG dba Whittie 19 Medical Weight Control immediately. 20 30. However as of current, Defendants continue to use FMG dba Whittier Medical Weigh 21 Control for their business, state and IRS taxes and payroll accounts. 22 31. Defendants continue to use all of Plaintiffs contacts, employees, patients, 3”‘ parties an 23 FMG’s and FMWCM’s basic design within its currently operating facility. 24 32. Defendants must pay Plaintiffs all prots and all liabilities that it has unlawfully an 25 maliciously taken or placed on the Plaintiffs. 26 33. This would include the immediate IRS taxes that Plaintiffs have been forced to pa 27 regarding work that was done for the Defendants by Defendants’ employees. 28 -.g:. -5— COMPLAINT FOR DAMAGES tju ' ' O O 1 34. Defendants failed to report cash intake and were therefore stealing from Plaintiffs. 2 35. At all times mentioned herein, the Defendants were forming another company whil 3 allowing Plaintiff to believe a long term partnership had been fonned based on thei 4 actions. 5 FIRST CAUSE OF ACTION 6 (Conversion) 7 36. Plaintiffs adopt and reassert the allegations contained in paragraphs 1 through 35 as if full 8 set forth herein. 9 37. The company, Whittier Medical Weight Control is owned by Plaintiffs. All of its accounts l0 payrolls, taxes and liability have been created under Plaintiffs’ FMG and FMWC 11 corporations. I2 38. All design, function and operation of the Whittier Medical Weight Control belong to an 13 are owned by FMG and FMWCM corporations. I4 39. All Products, Software programs and accounting programs are the property of Plaintiffs’. 15 40. All contacts, third party business, patients and employees of Whittier Medical Weigh l6 Control are the property of and owned by Plaintiffs. I7 4l . Defendants intentionally and substantially interfered with the ownership rights of Plaintiff 1* 18 by taking the Whittier Medical Weight Control company away from Plaintiffs and placin -A 19 under their own control. 20 42. Defendants uther misappropriated the funds of FMG and FMWCM and used it for thei 2] own personal use and enjoyment. 22 43. Plaintiffs did not consent in any manner to Defendants taking and defrauding them out 0 23 ownership of their own company. 24 44. Defendants have not returned ownership and control of Whittier Medical Weight Contro 25 despite repeated demands by Plaintiffs to do so. 26 27 28 .;j.i‘.l _6_ COMPLAINT FOR DAMAGES .;_.; . ‘ ' O O I 1 45. FMG is the principal responsible for the acts of its companies. FMG is doing business a‘ 2 Whittier Medical Weight Control. Defendants are liable to Plaintiffs for harm caused t 3 Plaintiffs as a resuet of the conversion of the Whittier Medical Weight Control company. 4 46. Plaintiffs have been damaged in an amount to be proven at trial as a result of Defendants’ 5 actions in converting and misappropriating the Whittier Medical Weight Control company. 6 47. In addition, Plaintiffs’ damages are ongoing and increasing due to Defendants’ conversio 7 of the Whittier Medical Weight Control company. 8 SECOND CAUSE OF ACTION 9 (Fraudulent Deceit) 10 48. Plaintiffs adopt and reassert the allegations contained in paragraphs 1 through 46 as if full 11 set forth herein. 12 49. Defendants willfully and intentionally engaged in fraud and deceit as dened by Califomi 3 13 Civil Code § 1709- 1710. 14 50. Defendants induced Plaintiffs into entrusting them with their corporation’s assets 15 company design, -Jompany organization, management, employees, contacts, patients an 16 all trade secrets owned by Plaintiffs by promising that they would partner with Plaintiff l7 in running and managing Whittier Medical Weight Control. 18 5 I. Defendants’ fraudulent promises to partner with Plaintiffs were not true facts an l9 Defendants knew at the time they made the promises that they were not true. 20 52. Defendants’ intentionally suppressed from Plaintiffs the true facts that they had a schem 2] to steal Plaintiffs Whittier Medical Weight Control business and all of their intellectua 22 property. 23 53. Defendants made promises to Plaintiffs, both orally and in writing, to facilitate th 24 successful partnership, management and operation of the Whittier Medical Weight Contro 25 company. 26 54. To the contrary, Defendants intended to keep the company for its own personal use an 27 defraud Plaintiffs out of the own company. ltiil 28 '7’ COMPLAINT FOR DAMAGES ’ ‘ O C 1 55. All of Defendants promises, communications and acts regarding the partnership an 2 management of Whittier Medical Weight Control were knowingly false and made with th 3 intent to deceive Plaintiffs in order to unlawfully misappropriate Plaintiffs’ ownershi 4 rights in its own business. 5 56. Based on the written promises, oral promises and actions taken by the parties, Plaintiff 6 justifiably relied on the promises, assertions and representations made by Defendants in 7 inducing Plaintiffs to run and manage Whittier Medical Weight Control as a joint ventur 8 and partners with Defendants. 9 57. Defendants did not perform their promises to Plaintiffs. ll) 58. Defendants are liable to Plaintiffs for harm caused to Plaintiffs as a result ofthe fraudulen 11 and deceitful acts committed by Defendants. I2 59. Plaintiffs have been damaged in an amount to be proven at trial as a result of Defendants I3 fraudulent and deceitful actions in misappropriating Plaintiffs’ company. I4 60. ln addition, Plaintiffs’ damages are ongoing and increasing due to Defendants’ failure t 15 access and run Plaintiffs’ Whittier Medical Weight Control company. A 16 THIRD CAUSE or ACTION ‘ I7 (Breach of Express Contract) 18 6|. Plaintiffs adopt and reassert the allegations contained in paragraphs I through 60 as if full 7 l9 set forth herein. 20 62. Plaintiffs and Defendants entered into an implied or express contract(s) whereby Plaintiff 2] would run and manage Whittier Medical Weight Control under Plaintiffs’ FMWC 22 corporation; and ownership of Whittier Medical Weight Control under FMG. 23 63. In addition, Plaintiffs and Defendants entered into an implied or express contract(s 24 whereby Defendants would become directors of Plaintiffs’ FMG corporation and ope 25 accounts, payrolls and tax accounts under its corporation name and structure. 26 27 ;: >: 28 '8P COMPLAINT FOR DAMAGES .:.-;. ‘ ' O O 1 64. Defendants have breached the contract(s) by failing to provide Plaintiffs access to thei 2 Whittier Medical Weight Control company and refusing to return its property, accounts 3 employees, patients, design, programs, etc. 4 65. Plaintiffs have been damaged in an amount to be proven at trial as a result of Defendants’ 5 breach of contract and misappropriation of the Whittier Medical Weight Control company. 6 66. In addition, Plaintiffs’ damages are ongoing and increasing due to Defendants’ ongoin 7 breach of its contractual obligations to Plaintiffs. 8 FOURTH CAUSE OF ACTION 9 (Breach of Oral Contract) 10 67. Plaintiffs adopt and reassert the allegations contained in paragraphs 1 through 66 as if full 11 set forth herein. 12 68. Plaintiffs and Defendants entered into an implied or oral contract(s) whereby Plaintiff 13 would run and manage Whittier Medical Weight Control under Plaintiffs’ FMWC I4 corporation; and ownership of Whittier Medical Weight Control under FMG corporation. 15 69. In addition, Plaintiffs and Defendants entered into an implied or oral contract(s) whereb 16 I)efendants would become directors of Plaintiffs’ FMG corporation and open accounts, 17 payrolls and tax accounts under the corporation name and structure. 18 70. Defendants have breached the oral contract(s) by failing to provide Plaintiffs access to thei I9 Whittier Medical Weight Control company and refusing to return its property, accounts 20 employees, patients, design, programs, etc. 21 71. Plaintiffs have been damaged in an amount to be proven at trial as a result of Defendants’ 22 breach of contract and misappropriation of the Whittier Medical Weight Control company. 23 72. In addition, Plaintiffs’ damages are ongoing and increasing due to Defendants’ ongoin 24 breach of its contractual obligations to Plaintiffs. 25 FIFTH CAUSE OF ACTION 20 (Fraud/Intentional Misrepresentation) 27 ft‘; 28 ' 9 ' FOR DAMAGES COMPLAINT ff} ' ’ O C l 73. Plaintiffs adopt and reassert the allegations contained in paragraphs 1 through 72 as if full 2 set forth herein. 3 74. Defendants willfully and intentionally engaged in fraud and misrepresentation as define 4 by California CiviT Code § 1572. 5 75. Defendants induced Plaintiffs into entering into a contract for Plaintiffs FMWCM 6 corporation to run and manage the Whittier Medical Weight Control company, while it 7 ownership would be under FMG which provided its corporate structure, accounts, payrolls 8 employees, patients and contacts. All of which is and always has been known b 9 Defendants to be the trade secrets of Plaintiffs I0 76. Defendants’ assertions and representations of facts were not true, Defendants did no 11 believe its assertions and representations to be true, and Defendants made sue l2 representations recklessly and without regard for the truth. 13 77. Defendants intentionally suppressed from Plaintiffs and its agents the true facts tha I4 Defendants had planned an unlawful scheme to steal Plaintiffs’ company and intelleetua 15 property. A 16 78. Defendants made promises to Plaintiffs in exchange for sharing liability of the Whittie 17 Medical Weight Control company while causing it to run successfully; which it had n 18 intention of performing. I9 79. To the contrary, Defendants intended to keep Plaintiffs corporation and intelleetua 20 properties for their own personal use. 2] 80. All of Defendants’ acts, representations and communications with Plaintiffs wer 22 knowingly false and made with the intent that Plaintiffs rely on their false representation. 23 in order to deceive Plaintiffs so that they could unlawfully misappropriate Plaintiffs’ 24 corporations, its funds and intellectual properties for their own personal use. 25 81. Plaintiffs justifiably and reasonably relied on the representations, promises, and assertion 26 made by Defendants in inducing Plaintiffs to create the Whittier Medical Weight Contro 27 company under its FMG corporation. 5,; 28 ': :;j‘ -10- COMPLAINT FOR DAMAGES ' ' O C I 82. Plaintiffs have been damaged in an amount to be proven at trial as a result of Defendants’ 2 fraudulent and deceitful actions in misappropriating the FMG and FMWCM corporation 3 owned by Plaintiffs. 4 83. In addition, Plaintiffs’ damages as a result of Defendants’ fraudulent and deceitful acts ar 5 ongoing and increasing due to Plaintiffs contractual and legal obligations it has to it 6 company FMG dba Whittier Medical Weight Control. 7 SIXTH CAUSE OF ACTION 8 (Breach of Fiduciary Duty) 9 84. Plaintiffs adopt and reassert the allegations contained in paragraphs 1 through 83 as if full 10 set forth herein. 1 l 85. As a result of Plaintiffs corporation taking over the management and operation of Whittie 12 Medical Weight Control a duciary relationship existed between the parties. This i 13 especially true when Plaintiff is the corporate owner of the Whittier Medical Weigh l4 Control company. 15 86. Defendants had and continue to have a fiduciary duty to Plaintiffs and were duty bound t . 16 act with the utmost good faith for the benet of Plaintiffs and their corporations. I7 87. Defendants breached their duciary duty to Plaintiffs by converting and misappropriatin 18 the Whittier Medical Weight Control company for their own personal use and enjoyment. 8 I9 88. Plaintiffs have been damaged in an amount to be proven at trial as a result of Defendants’ 20 breach ofhis duciary duty to Plaintiffs. 2] 89. In addition, Plaintiffs‘ damages are ongoing and increasing due to Defendants contractua 22 obligations to provide access and prots from Whittier Medical Weight Control. 23 SEVENTH CAUSE OF ACTION 24 (Demand for Accounting) 25 90. Plaintiffs adopt and reassert the allegations contained in paragraphs 1 through 89 as if full 26 set forth herein. 8 27 28 ‘S. 5_" - ll — if COMPLAINT FOR DAMAGES ' ' O O l 91. As a result of Plairrtiffs corporation taking over the management and operation of Whittie 2 Medical Weight Control a duciary relationship existed between the parties. 3 92. At all relevant tin‘:-es; mentioned, Plaintiffs and Defendants had become Partners and Join 4 Ventures in the operation of the Whittier Medical Weight Control. This included Plaintiff 5 allowing Defendants to open bank, taxes and payroll accounts under their corporate name 6 93. As a result of allowing Defendants to partner with Plaintiffs to run Whittier Medical 7 Weight Control, Defendants have received money, a portion of which is due to Plaintiff. 8 from Defendants, as previously alleged. 9 94. The amount of money due from Defendants to Plaintiffs is unknown to Plaintiffs an 10 cannot be ascertained without an accounting of the receipts and disbursements includin ll all Whittier Medical Weight Control transactions, including but not limited, to all ban 12 accounts, payroll, tax, receivables, account ledgers, etc. ' 13 95. Plaintiffs have demanded an accounting of the aforementioned accounts from Defendants l4 and payment amount found due but Defendants have failed and refused, and continues t 15 fail and refuse, to render such an accounting and to pay such sum. lo 96. Plaintiffs are entitled to an accounting between Plaintiffs and Defendants. 17 97. Plaintiffs are entitled to the amount found to be due from Defendants to Plaintiffs as a resul I8 of the accounting and interest on that amount. I9 EIGHTH CAUSE OF ACTION 20 (Misappropriation of Trade Secrets) 21 98. Plaintiffs adopt and reassert the allegations contained in paragraphs 1 through 97 as if full 22 set forth herein. 23 99. Plaintiffs’ proprietary and confidential information, research, technology, including but 24 not limited to: process recipes, business plans, technology development plan, 25 implementation plans, vendors, employees, customers, patients contact information and 26 operating scheme all of which constitute trade secrets within the meaning of Civil Code 27 Section 3426.l(d). 28 ‘%.:-;,7' — 12 — COMPLAINT FOR DAMAGES ' ' O O ] 100. By virtue of its acts and omissions as hereinabove alleged, defendants are guilty 2 of actual and threatened misappropriation of Plaintiffs’ trade secrets, including willful 3 and malicious misappropriation, within the meaning of the Uniform Trade Secrets Act, 4 thereby entitling Plaintiffs to injunctive relief and monetary relief, including exemplary 5 damages as set forth in California Civil Code §§ 3426..2 and 3426.3, respectively, in an 6 amount to be proven at trial as well as attorneys’ fees as set forth in California Civil Code 7 § 3426.4. 8 101. Defendants knowingly conspired to misappropriate and use the information, trade 9 secrets, customer lists, patient contact information, vendors and employees of Plaintiffs. 10 102. As a direct and proximate result of these actions, Plaintiffs have suffered damages 11 in an amount to be proven at trial. 12 103. Plaintiffs have no adequate remedy at law to compel Defendants to cease their « 13 wrongful acts. Unless the court grants an injunction, immediately halting the l4 Defendants’ illegal conduct, Plaintiffs will continue to suffer damages. 15 NINTH CAUSE OF ACTION ' 16 (Intentional Interference with Prospective Economic Advantage) 17 104. Plaintiffs adopt and reassert the allegations contained in paragraphs 1 through 103 18 as if fully set forth herein. I9 105. Plaintiffs have an economic relationship with numerous patients, customers, 20 vendors and employees. 21 106. Defendants knew that these economic relationships were to the benet of the 22 Plaintiffs. 23 107. The Defendants wanted these economic relationships for their own use. 24 Therefore, Defendants defrauded Plaintiffs to gain access to the propriety information 25 regarding Plaintiffs’ patients, customers, vendors and employees. 26 108. The Defendants used this information to create 3'“ party contracts with Plaintiffs 27 economic relationships that omitted Plaintiffs from the contracts. 3 28 A _ 13 — ‘élfl COMPLAINT FOR DAMAGES ' ' O O x l 1 109. Thereafter, Plaintiffs’ economic relationships ceased when Defendants’ entered 2 into their own contracts with Plaintiffs’ economic relationships. 3 1 10. Every economic relationship that Plaintiffs lost caused great harm to Plaintiffs. 4 1 11. Defendants’ intentional interference with Plaintiffs’ economic relationships is the 5 cause of harm to Plaintiffs. 6 1 12. Intentional Interference with Prospective Economic Advantage does not require 7 proof of a written contract, and can be asserted in situations where the statute of frauds 8 would otherwise require one. Buckaloo v. Johnson (1975) 14 Cal.3d 815, 824. 9 TENTH CAUSE OF ACTION 10 (Negligent Interference with Prospective Economic Advantage) 11 l 13. Plaintiffs adopt and reassert the allegations contained in paragraphs 1 through 1 12 12 as if fully set forth herein. 13 1 14. Plaintiffs have an economic relationship with numerous patients, customers, 14 vendors and employees. 15 1 15. Defendants knew or should have known that these economic relationships were to 16 the benet of the Plaintiffs. I7 1 16. The Defendants wanted these economic relationships for their own use. -~ 18 Therefore, Defendants defrauded Plaintiffs to gain access to the propriety information - It) regarding Plaintiffs’ patients, customers, vendors and employees. 20 l 17. The Defendants used this information to create 3”‘ party contracts with Plaintiffs 21 economic relationships that omitted Plaintiffs from the contracts. 22 1 18. Defendants’ knew or should have known that they would disrupt Plaintiffs’ 23 economic relationships by failing to act with reasonable care. 24 l 19. Thereafter, Plaintiffs’ economic relationships ceased when Defendants’ entered 25 into their own contracts with Plaintiffs’ economic relationships. 20 120. Every economic relationship that Plaintiffs lost caused great harm to Plaintiffs. 27 .73 38 ii} ' 14 ‘ COMPLAINT FOR DAMAGES ' ' O O 1 121. Defendants’ negligent interference with Plaintiffs’ economic relationships is the 2 cause of harm to Plaintiffs. 3 ELEVENTH CAUSE OF ACTION 4 (Intentional Interference with a Contractual Relationship) 5 122. Plaintiffs adopt and reassert the allegations contained in paragraphs 1 through 121 ' 6 as if fully set forth herein. 7 123. Numerous contracts exited between Plaintiffs and numerous patients, customers, 8 vendors and employees. 9 124. Defendants knew that these contracts were active with Plaintiffs. Defendants 10 knew these contracts were a benet to Plaintiffs. ll 125. The Defendants wanted these economic relationships for their own use. 12 Therefore, Defendants defrauded Plaintiffs to gain access to the propriety information 13 regarding Plaintiffs’ contracts with its patients, customers, vendors and employees. V l4 l26. The Defenalants entered into contracts with Plaintiffs contractual relations that 15 removed Plaintiffs from the benet. The Defendants’ conduct prevented or hindered the I6 ongoing performance of the contracts they had with Plaintiffs. I7 l27. The Defendants intended this result, or knew it was likely when they entered into 18 new contracts with Plaintiffs prior patients, customers, vendors and employees. 19 I28. Defendants’ intentional interference with Plaintiffs’ contractual relationships is 20 the cause of harm to Plaintiffs. 21 TWELFTH CAUSE OF ACTION 22 (Inducing Breach of Contract) 23 129. Plaintiffs adopt and reassert the allegations contained in paragraphs 1 through 128 24 as if fully set forth herein. 25 130. Numerous contracts exited between Plaintiffs and numerous patients, customers, 26 vendors and employees. 27 131. Defendants knew that these contracts. ;;:f; 23 pf)-g ‘ 15 ‘ COMPLAINT FOR DAMAGES ' ' O O I 132. The Defendants wanted these economic relationships for their own use. 2 Therefore, Defendants defrauded Plaintiffs to gain access to the propriety information 3 regarding Plaintiffs’ contracts with its patients, customers, vendors and employees. 4 133. The Defendants entered into contracts with Plaintiffs contractual relations that 5 rcmoved Plaintiffs from the benet. The Defendants’ conduct prevented or hindered the 6 ongoing performance of the contracts they had with Plaintiffs. 7 I34. The Defendants intended this result, or knew it was likely when they entered into X new contracts with Plaintiffs prior patients, customers, vendors and employees. 9 I35. Defendants’ intentional interference with Plaintiffs’ contractual relationships is H) the cause ofharm to Plaintiffs. 11 136. The Defendants’ conduct caused the contracts with Plaintiffs to be breach. 12 137. The Defendants intended this or knew that it was likely to happen. 13 138. The Defendants acted with fraud and malice. l4 /// up 15 /// 16 /// . l7 /// 18 /// I9 /// 20 /// Zl /// 22 /// 23 /// 24 /// A 25 /// 26 /// 27 /// Ell‘ 28 ,.f,j_':.;, - 16 — COMPLAINT FOR DAMAGES ’ ' O O 1 2 WHEREFORE Plaintiffs pray for judgment against Defendants as follows: 3 I. Award Plaintiffs compensatory damages in an amount to be determined at trial; 4 2. Award Plaintiffs pre-judgment interest as allowed by law; 5 3. Award Plaintiffs exemplary damages in an amount to be determined at trial; (3 4. Award Plaintiffs punitive damages to be determined at trial; 7 5. Award Plaintiffs attorney fees to be determined after trial; 8 6. For and Accounting between Plaintiffs and Defendants; 9 7. Award Plaintiffs costs of suit; and 10 8. Grant such other and further relief as this Court deems just and proper. 1l 12 JURY TRIAL DEMANDED 13 Plaintiffs demand a jury trial on all triable issues. l4 15 I6 I)atcd: October 10, 20 I 8 Sofonio & Associates, APLC l7 » 18 - I9 20 . 21 Q)” 22 By: __ ' ' 23 Rex Sofonio, Esq. 24 Attorneys for Plaintiffs, FMG and FMWCM 25 20 i 27 28 _ 17 _ COMPLAINT FOR DAMAGES INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (this “Agreement”) is made by and between Whittier Medical Weight Control, Inc. (“Diet Clinic”) and Clark H. Robbins, M.D., (“Contractor”). Diet Cainic and Contractor may hereinafter sometimes referred to individually as a “Party" and coilectiveiy as the “Parties”. V ARTICLE 1. TERM OF, CONTRACT 1.01. This Agreement shall be effective as of May 16, 2016 and will con