Motion,Ex Parte: Wentao Huang, individually and derivatively on behalf of Baba & the Legacy Kitchen, Inc. vs. Wilson Wang, Weidong et al

• 
• 
• 
• 
• 
• 

						
                                
Preview
                                COMMONWEALTH OF MASSACHUSETTS


  Worcester,      s.                                      SUPERIOR COURT DEPARTMENT


  Wentao        Huang,     individually       and
  derivatively on behalf of Baba          &   the          Civil Action No. 24 ®Q(N1 BU-Pe
  Legacy Kitchen Inc.
      Plaintiff,

  Vv.
                                                            FILED
  Weidong Wilson Wang, Tai Cheng,
  Laurel Xie, Baba & the Legacy Kitchen
                                                            JUL 01 2024                                 Aes
  Inc., Bolton Baba LLC, Boston Holdings
  LLC                                                      D0 Arcrer
                                                                  MW
        Defendants.


PLAINTIFF’S EX PARTE MOTION FOR TEMPORARY RESTRAINING ORDER AND
                            MOTION FOR PRELIMINARY RELIEF

         Pursuant to Mass. R. Civ. P. 65(a) and (b), The Plaintiff Wentao Huang (“Mr. Huang”)

seek a Temporary Restraining Order (“TRO”) and, after a hearing, a preliminary injunction

against the Defendants requesting the court to:

         (1) order the Defendants to desist and refrain from selling the restaurant, Baba and The

             Legacy Kitchen (“restaurant”) or any share of any entity that exercises control over the

             restaurant in any way; and

         (2) compel the individual defendants, Weidong Wilson Wang (“Wilson”), Tai Cheng and

             Laurel Xie (“Laurel”) to disclose to Mr. Huang all relevant information and documents

             about the proposed sale, including but not limited to identity of the potential buyer,

             purchase price and payment terms.

         Plaintiff relies on the Verified Complaint, the Affidavit of Wentao Huang, and the

Memorandum in Support of TRO and Preliminary Relief in this action.
Plaintiff further state as follows:

       Mr. Huang owns stock and membership interest in the corporate defendants, two closely-

held companies, which operate a restaurant. Mr. Huang has been frozen out by the controlling

shareholder and officers. He suffers as a minority shareholder by receiving no return for his

investment in the entire relevant time. Significantly, the defendants currently are trying to sell the

restaurant to an unknown third party by the individual defendants. The transaction is said to be

closed any time now. Mr. Huang has sent a demand through his counsel to put defendants on

notice that he objects to the sale of the restaurant. Defendants ignored the objection, and hence

the current motion for a TRO and Preliminary Injunction is made by Mr. Huang.

        The wrongful acts of the defendants include, without limitation, the freezing out of Mr.

Huang, the fraudulent attempted sale of the corporation's substantial assets, and their breach of

fiduciary duty as controlling stockholders, officers, and directors of the defendant corporations.

Mr. Huang also bring a derivative claim on behalf of Baba & the Legacy Kitchen Inc. against the

individual defendants for the damages they caused to the corporation.

        There is a reasonable likelihood that Mr. Huang will succeed on the merits of all of his

claims given the undisputed fact that Mr. Huang is a shareholder and member of the companies

in question, Mr. Huang has made substantial capital contribution in the sum of around $420,000,

and that the Defendants steadfastly refused to declare dividends, denied Mr. Huang any

participation in the management or access to the information of the business status, and

essentially froze Mr. Huang out.

        Plaintiff will be irreparably harmed if the restaurant is sold to an unknown buyer,

Defendants will not pay Mr. Huang back his capital contribution. Mr. Huang will completely

lose his equity interest in the restaurant. Indeed, the very existence of the business will be gone.
Not to mention that without any information of the transaction disclosed by the defendants, Mr.

Huang will be completely deprived of any recourse to retrieve his investment and the dividend

he is entitled to. It is a serious harm that the Plaintiff seeks the honorable court’s help to prevent.

Moreover, once the restaurant is sold, Mr. Huang will no longer be a shareholder, losing his

standing to sue the Derivative Defendants on behalf of Baba Corp derivatively. Therefore, from

many perspectives, the court should allow this injunctive relief.

        The balance of harms clearly weighs in Mr. Huang’s favor, because to stop the

Defendants from selling the restaurant does not impose a great risk on them. The restaurant can

always be sold judging by how quickly the defendants were able to secure a buyer to potentially

close the transaction soon. However, the Plaintiff will suffer larger harm because if the restaurant

is sold, all the evidence, financial information and accounting records, will be lost. Gone together

is the Plaintiffs standing to sue derivatively. Therefore, the harm to Plaintiff would outweigh the

burden to the Defendants to comply with the injunction.

        For these reasons, Plaintiffs request that the Court rule in favor of Mr. Huang and grant

this motion.

Date: July 1, 2024                                      Wentao Huang, Plaintiff
                                                        By his attorneys,
                                                        /s/ Connie Dai
                                                        Connie C. Dai (BBO#683330)
                                                        Yun Cheng (BBO#707028)
                                                        Shuyao Wang (Pro Hac Vice pending, New
                                                        York Bar Registration Number 5906227)
                                                        Lion’s Law, P.C.
                                                        154 Wells Ave
                                                        Newton
                                                        Massachusetts 02459
                                                        (617) 682-7111 Telephone