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Ropers Majeski Kohn & Bentley
A Professional Corporation
Redwood City
TODD A. ROBERTS (SBN 129722)
KRISTABEL SANDOVAL (SBN 323714)
ROPERS, MAJESKI, KOHN & BENTLEY
1001 Marshall Street, Suite 500
Redwood City, CA 94063-2052
Telephone: (650) 364-8200
Facsimile: (650) 780-1701
Email: todd.roberts@rmkb.com
kristabel.sandoval@rmkb.com
Attorneys for COLLIERS INTERNATIONAL, INC.
SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF SANTA CLARA
COLLIERS INTERNATIONAL, INC., as CASE NO.
successor and assignee of Colliers Parrish
International, Inc. COMPLAINT FOR BREACH OF
CONTRACT AND MONEY HAD AND
Plaintiff, RECEIVED
v.
GABRIEL E. ARECHAEDERRA, and
does 1-10
Defendants.
Plaintiff Colliers International, Inc., as successor and assignee of Colliers Parrish
International, Inc., by and through its attorney of record, alleges as follows:
PARTIES
ie Plaintiff COLLIERS INTERNATIONAL, INC. (hereinafter “Colliers”) is a
corporation qualified to do business in California and is the successor to Colliers Parrish
International, Inc. (“CPY”’) having acquired CPI’s assets following the execution date of the two
promissory notes at issue in this matter, but before repayment.
2. CPI has assigned all of its rights, title and interest in the two promissory notes that
are at issue in this litigation to Colliers, who has the legal right to recovery against Gabriel E.
Arechaederra accordingly.
4842-51 16-6359.1 -1-
COMPLAINT FOR BREACH OF CONTRACT AND MONEY HAD AND RECEIVEDRopers Majeski Kohn & Bentley
A Professional Corporation
Redwood City
3. Defendant Gabriel E. Arechaederra (hereinafter “Arechaederra”) is, and at all
times relevant to this suit was, an individual residing in the County of Contra Costa, California.
JURISDICTION AND VENUE
4. This Court has subject matter jurisdiction over all causes of action asserted
pursuant to Article VI, § 10 of the California Constitution. The damages sustained as alleged
herein exceed this Court’s jurisdictional minimum.
5. This Court has personal jurisdiction over Arechaederra based on his residence and
substantial contacts within the State of California.
6. Venue is proper pursuant to California Code of Civil Procedure § 395 (a), since the
contract that is the subject of this matter was entered into in Santa Clara County and the parties
expressly agreed that any and all disputes would be resolved in the appropriate forum in Santa
Clara County.
GENERAL ALLEGATION
ve CPI and Arechaederra were named defendants in a prior lawsuit entitled Extreme
Networks, Inc. vs. Hacienda Pleasanton Park, et al. (Alameda Case No. VG08374174).
8. On October 20, 2010, the parties agreed to settle Extreme Networks, Inc. vs.
Hacienda Pleasanton Park, et al. by way of confidential settlement agreement. The
confidentiality provisions of the agreement are waived as to any enforcement action as here.
Pursuant to a side agreement with Arechaederra, CPI funded part of the settlement on behalf of
Arechaederra to resolve the Extreme Networks matter and secured a release and dismissal for his
benefit.
9. CPI and Arechaederra agreed that the $300,000 that CPI paid on behalf of
Arechaederra was a loan that would be repaid by Arechaederra. As such, the parties executed
two promissory notes evidencing the loan: (1) the Promissory Note and (2) the Secured
Promissory Note.
10. Each promissory note evidenced a loan of $150,000 for a total of $300,000 to
Arechaederra by CPI. Each note was signed by Arechaederra on October 20, 2010, and each
stated that “Gabriel E Arechaederra (the “Borrower”) promises to pay to COLLIERS PARRISH
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COMPLAINT FOR BREACH OF CONTRACT AND MONEY HAD AND RECEIVEDRopers Majeski Kohn & Bentley
A Professional Corporation
Redwood City
1 ON
oOo f
15
16
INTERNATIONAL, INC., a California corporation (“Lender”) the principal sum of One Hundred
Fifty Thousand Dollars ($150,000) (the “Loan”)...”
11. The terms of the Promissory Note reflect that the loan shall bear interest at a rate
of 3% per annum, commencing at the start of the third year. The Borrower shall repay the loan
on or before October 19, 2017. The terms of the Secured Promissory Note indicate that the loan
shall bear interest at a rate of 3% per annum, commencing on the effective date, and that the
borrower shall repay the loan on or before October 19, 2012.
12. Pursuant to the terms of the Secured Promissory Note, the note was to be secured
by Arechaederra’s membership interests in RASAP Franklin II, LLC, RASAP Franklin III, LLC,
CUMA, LP, and RASAP Pleasanton, LLC, collectively referred to as the “Companies”.
Arechaederra agreed that any distribution of cash to him from the Companies shall be paid to CPI
and would be applied to any outstanding principal and interest on the loan; however, payment of
the note was not conditioned on any event, including the distribution of cash from the Companies.
13. Pursuant to the two promissory notes between CP] and Arechaederra, CPI loaned
Arechaederra a total of the $300,000 for the purpose of securing his release and dismissal for the
Extreme Networks litigation referenced above, which it did.
14. CPI was subsequently bought by Colliers, resulting in the assignment of its rights,
title and interest in the two promissory notes to Colliers.
15. CPI and Colliers have satisfied all of their obligations and conditions under the
Promissory Note and the Secured Promissory Note.
16. Arechaederra has satisfied all of his obligations under the Secured Promissory
Note by making payment to Colliers, but has failed and refused to pay pursuant to the Promissory
Note.
17. On October 31, 2017, Colliers sent a letter to Arechaederra demanding payment
pursuant to the unpaid Promissory Note. Therein, Colliers accurately recounted that
Arechaederra executed a promissory note with CPI on October 20, 2010, the maturity date of the
note was October 19, 2017, full payment had not been received, and Arechaederra owed
$172,647.95, reflecting the principal and accrued interest. Colliers demanded full payment by
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COMPLAINT FOR BREACH OF CONTRACT AND MONEY HAD AND RECEIVEDRopers Majeski Kohn & Bentley
A Professional Corporation
Redwood City
November 8, 2017.
18. On November 30, 2017, Colliers sent a second letter to Arechaederra informing
him that he had failed to pay the outstanding amount of $172,647.95 on a promissory note dated
October 20, 2010. Colliers demanded payment by December 8, 2017.
19. On December 1, 2017, Colliers sent Arechaederra a third demand letter for the
outstanding balance of $172,647.95 pursuant to a promissory note dated October 20, 2010.
Payment was to be due on December 8, 2017.
20. On July 12, 2018, Colliers sent a final demand letter to Arechaederra for the
outstanding balance of $175,767.12 pursuant to the promissory note dated October 20, 2010.
Payment was requested by July 31, 2018.
21. The loan pursuant to the Promissory Note remains unpaid.
22. Arechaederra has failed and refused to comply with his obligations under the
Promissory Note and is in breach thereof, with interest accruing daily. In addition, under
Paragraph 9.2 of the Promissory Note, Arechaederra is responsible for all reasonable costs of
collection, including but not limited to attorney fees and costs.
FIRST CAUSE OF ACTION
(Breach of Contract)
23. Colliers hereby incorporates by reference paragraph 1 through 22 above.
24, On October 20, 2010, Arechaederra signed a Promissory Note and a Secured
Promissory Note with CPI, promising to pay the latter $150,000 plus interest under each of the
notes. The promissory notes evidenced a loan by CPI to Arechaederra for a settlement amount
paid by CPI on behalf of Arechaederra for a then-existing lawsuit.
25. Arechaederra agreed to repay the loan pursuant to the Promissory Note by October
19, 2017 and to repay the loan pursuant to the Secured Promissory Note by October 19, 2012.
26. CPI subsequently assigned all of its rights, title and interest in the two promissory
notes to Colliers.
27. CPI and Colliers have satisfied all of their obligations and conditions under the
Promissory Note and the Secured Promissory Note.
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COMPLAINT FOR BREACH OF CONTRACT AND MONEY HAD AND RECEIVEDRopers Majeski Kohn & Bentley
A Professional Corporation
Redwood City
N
10
12
28. Arechaederra has satisfied payment pursuant to the Secured Promissory Note;
however, he has failed to pay the loan evidenced by the Promissory Note.
29. Colliers sent Arechaederra several letters informing him of the outstanding balance
on a promissory note dated October 20, 2010. Still, Arechaederra has failed to pay.
30. Arechaederra’s refusal to pay Colliers the outstanding balance, which continues to
incur interest, is an ongoing breach of the Promissory Note.
31. As a direct and proximate result of Arechaederra’s conduct, Colliers has incurred
damages in the sum of not less than $175,767.12, plus additional accrued interest.
32. Asa direct and proximate result of Arechaederra’s conduct, Arechaederra has been
unjustly enriched at the expense of Colliers.
SECOND CAUSE OF ACTION
(Money Had and Received)
33. Colliers hereby incorporates by reference paragraph 1 through 32 above.
34, Pursuant to the Promissory Note and the Secured Promissory Note dated October
20, 2010, Arechaederra agreed to repay two $150,000 loans to CPI. The loans were made on
behalf of Arechaederra to satisfy settlement of a then-existing lawsuit.
35. CPI subsequently assigned all of its rights, title and interest in the two promissory
notes to Colliers, only one of which has been paid.
36. Despite Colliers sending Arechaederra several letters demanding payment on a
promissory note dated October 20, 2010, Arechaederra has failed to satisfy payment on the
Promissory Note and has deprived Colliers of the amount due, $175,767.12., in addition to any
interest incurred since the last demand was made.
PRAYER FOR RELIEF
Wherefore, Colliers as successor and assignee of CPI, prays for relief from judgment
against Arechaederra as follows:
1. For reimbursement of a sum not less than $175,767.12., plus any additional
interest incurred at a rate of 3% per annum;
//1
4842-5116-6359.1 -5-
COMPLAINT FOR BREACH OF CONTRACT AND MONEY HAD AND RECEIVED
|
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|Ropers Majeski Kohn & Bentley
A Professional Corporation
Redwood City
won
Bp
2.
3.
Dated: July 16, 2019
4842-5116-6359.1
For costs of suit to the full extent permitted by law and the Promissory Note;
For such other relief as the Court deems just and proper under the circumstances.
ROPERS, MAJESKI, KOHN & BENTLEY
~ a
Byz "
TODD A. ROBERTS
KRISTABEL SANDOVAL
Attorneys for COLLIERS INTERNATIONAL,
INC.
-6-
COMPLAINT FOR BREACH OF CONTRACT AND MONEY HAD AND RECEIVED.
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Ropers Majeski Kohn & Bentley A Professional Corporation Redwood City TODD A. ROBERTS (SBN 129722) KRISTABEL SANDOVAL (SBN 323714) ROPERS, MAJESKI, KOHN & BENTLEY 1001 Marshall Street, Suite 500 Redwood City, CA 94063-2052 Telephone: (650) 364-8200 Facsimile: (650) 780-1701 Email: todd.roberts@rmkb.com kristabel.sandoval@rmkb.com Attorneys for COLLIERS INTERNATIONAL, INC. SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SANTA CLARA COLLIERS INTERNATIONAL, INC., as CASE NO. successor and assignee of Colliers Parrish International, Inc. COMPLAINT FOR BREACH OF CONTRACT AND MONEY HAD AND Plaintiff, RECEIVED v. GABRIEL E. ARECHAEDERRA, and does 1-10 Defendants. Plaintiff Colliers International, Inc., as successor and assignee of Colliers Parrish International, Inc., by and through its attorney of record, alleges as follows: PARTIES ie Plaintiff COLLIERS INTERNATIONAL, INC. (hereinafter “Colliers”) is a corporation qualified to do business in California and is the successor to Colliers Parrish International, Inc. (“CPY”’) having acquired CPI’s assets following the execution date of the two promissory notes at issue in this matter, but before repayment. 2. CPI has assigned all of its rights, title and interest in the two promissory notes that are at issue in this litigation to Colliers, who has the legal right to recovery against Gabriel E. Arechaederra accordingly. 4842-51 16-6359.1 -1- COMPLAINT FOR BREACH OF CONTRACT AND MONEY HAD AND RECEIVEDRopers Majeski Kohn & Bentley A Professional Corporation Redwood City 3. Defendant Gabriel E. Arechaederra (hereinafter “Arechaederra”) is, and at all times relevant to this suit was, an individual residing in the County of Contra Costa, California. JURISDICTION AND VENUE 4. This Court has subject matter jurisdiction over all causes of action asserted pursuant to Article VI, § 10 of the California Constitution. The damages sustained as alleged herein exceed this Court’s jurisdictional minimum. 5. This Court has personal jurisdiction over Arechaederra based on his residence and substantial contacts within the State of California. 6. Venue is proper pursuant to California Code of Civil Procedure § 395 (a), since the contract that is the subject of this matter was entered into in Santa Clara County and the parties expressly agreed that any and all disputes would be resolved in the appropriate forum in Santa Clara County. GENERAL ALLEGATION ve CPI and Arechaederra were named defendants in a prior lawsuit entitled Extreme Networks, Inc. vs. Hacienda Pleasanton Park, et al. (Alameda Case No. VG08374174). 8. On October 20, 2010, the parties agreed to settle Extreme Networks, Inc. vs. Hacienda Pleasanton Park, et al. by way of confidential settlement agreement. The confidentiality provisions of the agreement are waived as to any enforcement action as here. Pursuant to a side agreement with Arechaederra, CPI funded part of the settlement on behalf of Arechaederra to resolve the Extreme Networks matter and secured a release and dismissal for his benefit. 9. CPI and Arechaederra agreed that the $300,000 that CPI paid on behalf of Arechaederra was a loan that would be repaid by Arechaederra. As such, the parties executed two promissory notes evidencing the loan: (1) the Promissory Note and (2) the Secured Promissory Note. 10. Each promissory note evidenced a loan of $150,000 for a total of $300,000 to Arechaederra by CPI. Each note was signed by Arechaederra on October 20, 2010, and each stated that “Gabriel E Arechaederra (the “Borrower”) promises to pay to COLLIERS PARRISH 4842-51 16-6359.1 -2- COMPLAINT FOR BREACH OF CONTRACT AND MONEY HAD AND RECEIVEDRopers Majeski Kohn & Bentley A Professional Corporation Redwood City 1 ON oOo f 15 16 INTERNATIONAL, INC., a California corporation (“Lender”) the principal sum of One Hundred Fifty Thousand Dollars ($150,000) (the “Loan”)...” 11. The terms of the Promissory Note reflect that the loan shall bear interest at a rate of 3% per annum, commencing at the start of the third year. The Borrower shall repay the loan on or before October 19, 2017. The terms of the Secured Promissory Note indicate that the loan shall bear interest at a rate of 3% per annum, commencing on the effective date, and that the borrower shall repay the loan on or before October 19, 2012. 12. Pursuant to the terms of the Secured Promissory Note, the note was to be secured by Arechaederra’s membership interests in RASAP Franklin II, LLC, RASAP Franklin III, LLC, CUMA, LP, and RASAP Pleasanton, LLC, collectively referred to as the “Companies”. Arechaederra agreed that any distribution of cash to him from the Companies shall be paid to CPI and would be applied to any outstanding principal and interest on the loan; however, payment of the note was not conditioned on any event, including the distribution of cash from the Companies. 13. Pursuant to the two promissory notes between CP] and Arechaederra, CPI loaned Arechaederra a total of the $300,000 for the purpose of securing his release and dismissal for the Extreme Networks litigation referenced above, which it did. 14. CPI was subsequently bought by Colliers, resulting in the assignment of its rights, title and interest in the two promissory notes to Colliers. 15. CPI and Colliers have satisfied all of their obligations and conditions under the Promissory Note and the Secured Promissory Note. 16. Arechaederra has satisfied all of his obligations under the Secured Promissory Note by making payment to Colliers, but has failed and refused to pay pursuant to the Promissory Note. 17. On October 31, 2017, Colliers sent a letter to Arechaederra demanding payment pursuant to the unpaid Promissory Note. Therein, Colliers accurately recounted that Arechaederra executed a promissory note with CPI on October 20, 2010, the maturity date of the note was October 19, 2017, full payment had not been received, and Arechaederra owed $172,647.95, reflecting the principal and accrued interest. Colliers demanded full payment by 4842-5116-6359.1 -3- COMPLAINT FOR BREACH OF CONTRACT AND MONEY HAD AND RECEIVEDRopers Majeski Kohn & Bentley A Professional Corporation Redwood City November 8, 2017. 18. On November 30, 2017, Colliers sent a second letter to Arechaederra informing him that he had failed to pay the outstanding amount of $172,647.95 on a promissory note dated October 20, 2010. Colliers demanded payment by December 8, 2017. 19. On December 1, 2017, Colliers sent Arechaederra a third demand letter for the outstanding balance of $172,647.95 pursuant to a promissory note dated October 20, 2010. Payment was to be due on December 8, 2017. 20. On July 12, 2018, Colliers sent a final demand letter to Arechaederra for the outstanding balance of $175,767.12 pursuant to the promissory note dated October 20, 2010. Payment was requested by July 31, 2018. 21. The loan pursuant to the Promissory Note remains unpaid. 22. Arechaederra has failed and refused to comply with his obligations under the Promissory Note and is in breach thereof, with interest accruing daily. In addition, under Paragraph 9.2 of the Promissory Note, Arechaederra is responsible for all reasonable costs of collection, including but not limited to attorney fees and costs. FIRST CAUSE OF ACTION (Breach of Contract) 23. Colliers hereby incorporates by reference paragraph 1 through 22 above. 24, On October 20, 2010, Arechaederra signed a Promissory Note and a Secured Promissory Note with CPI, promising to pay the latter $150,000 plus interest under each of the notes. The promissory notes evidenced a loan by CPI to Arechaederra for a settlement amount paid by CPI on behalf of Arechaederra for a then-existing lawsuit. 25. Arechaederra agreed to repay the loan pursuant to the Promissory Note by October 19, 2017 and to repay the loan pursuant to the Secured Promissory Note by October 19, 2012. 26. CPI subsequently assigned all of its rights, title and interest in the two promissory notes to Colliers. 27. CPI and Colliers have satisfied all of their obligations and conditions under the Promissory Note and the Secured Promissory Note. 4842-51 16-6359. 1 -4- COMPLAINT FOR BREACH OF CONTRACT AND MONEY HAD AND RECEIVEDRopers Majeski Kohn & Bentley A Professional Corporation Redwood City N 10 12 28. Arechaederra has satisfied payment pursuant to the Secured Promissory Note; however, he has failed to pay the loan evidenced by the Promissory Note. 29. Colliers sent Arechaederra several letters informing him of the outstanding balance on a promissory note dated October 20, 2010. Still, Arechaederra has failed to pay. 30. Arechaederra’s refusal to pay Colliers the outstanding balance, which continues to incur interest, is an ongoing breach of the Promissory Note. 31. As a direct and proximate result of Arechaederra’s conduct, Colliers has incurred damages in the sum of not less than $175,767.12, plus additional accrued interest. 32. Asa direct and proximate result of Arechaederra’s conduct, Arechaederra has been unjustly enriched at the expense of Colliers. SECOND CAUSE OF ACTION (Money Had and Received) 33. Colliers hereby incorporates by reference paragraph 1 through 32 above. 34, Pursuant to the Promissory Note and the Secured Promissory Note dated October 20, 2010, Arechaederra agreed to repay two $150,000 loans to CPI. The loans were made on behalf of Arechaederra to satisfy settlement of a then-existing lawsuit. 35. CPI subsequently assigned all of its rights, title and interest in the two promissory notes to Colliers, only one of which has been paid. 36. Despite Colliers sending Arechaederra several letters demanding payment on a promissory note dated October 20, 2010, Arechaederra has failed to satisfy payment on the Promissory Note and has deprived Colliers of the amount due, $175,767.12., in addition to any interest incurred since the last demand was made. PRAYER FOR RELIEF Wherefore, Colliers as successor and assignee of CPI, prays for relief from judgment against Arechaederra as follows: 1. For reimbursement of a sum not less than $175,767.12., plus any additional interest incurred at a rate of 3% per annum; //1 4842-5116-6359.1 -5- COMPLAINT FOR BREACH OF CONTRACT AND MONEY HAD AND RECEIVED | | |Ropers Majeski Kohn & Bentley A Professional Corporation Redwood City won Bp 2. 3. Dated: July 16, 2019 4842-5116-6359.1 For costs of suit to the full extent permitted by law and the Promissory Note; For such other relief as the Court deems just and proper under the circumstances. ROPERS, MAJESKI, KOHN & BENTLEY ~ a Byz " TODD A. ROBERTS KRISTABEL SANDOVAL Attorneys for COLLIERS INTERNATIONAL, INC. -6- COMPLAINT FOR BREACH OF CONTRACT AND MONEY HAD AND RECEIVED.