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Gregory J. Wood (200780)
Denise Mejlszenkier (215166)
Keegan Royal-Eisenberg (318700)
WOOD ROBBINS, LLP
One Post St., Suite 800
San Francisco, California 94104
Telephone: (415) 247-7900
Facsimile: (415) 247-7901
gwood@woodrobbins.com
dmejlszenkier@woodrobbins.com
kroyal@woodrobbins.com
Attorneys for Defendants VIVOS IT, LLC,
US IT SOLUTIONS, INC., and 360 IT PROFESSIONALS, INC.
IN THE SUPERIOR COURT OF CALIFORNIA
IN AND FOR THE COUNTY OF SANTA CLARA
VISHAL MANGLA Case No.: 19CV342424
Plaintiff, DEFENDANTS VIVOS IT, LLC , US
IT SOLUTIONS, INC. 360 IT
v. PROFESSIONALS, INC. ANSWER
TO PLAINTIFF VISHAL MANGLA’S
VIVOS IT, LLC, a Virginia limited liability COMPLAINT
company, US IT SOLUTIONS, INC., a
California corporation, 360 IT
PROFESSIONALS, INC., a California
corporation, SURESH BOYAPATI, SURESH
VENKAT DOKI, NAVEEN DOKI, SENRYO
INC. (doing business under an assumed name
SENRYO TECHNOLOGIES), an Illinois
corporation, CELERUS CONSULTING, a
business entity of unknown form, and Complaint Filed: Feb. 1, 2019
DOES 1 - 100., Trial Date: None
Defendant
Defendants VIVOS IT, LLC(“V IVOS IT , US IT SOLUTIONS, INC.(“US , and
360 IT PROFESSIONALS, INC. (“360 ”) (collectively “Defendants”) hereby answers the
unverified Complaint filed by plaintiff VISHAL MANGLA (“Plaintiff”) as follows:
Pursuant to California Code of Civil Procedure Section 431.30, subdivision (d),
Answering Defendants hereby deny generally and specifically, all and singular, each and every
ANSWER TO COMPLAINT, CASE NO. 19CV342424
allegation contained in the Complaint and den that Plaintiff has been damaged in any sum,
manner or at all.
Answering Defendants also assert the following Affirmative Defenses against Plaintiff
FIRST AFFIRMATIVE DEFENSE
Failure to State A Cause of Action
Plaintiff’s complaint and each and every separate cause of action therein fails to state
facts sufficient to constitute a cause of action against Answering Defendant
SECOND AFFIRMATIVE DEFENSE
Good Faith
Any alleged transfer by and/or to Answering Defendants was done in good faith.
Accordingly, the Complaint and each and every cause of action asserted therein should be
dismissed.
THIRD AFFIRMATIVE DEFENSE
Reasonably Equivalent Value
Each and every claim and cause of action alleged against Answering Defendants is
barred, in whole or in part, because VIVOS IT, US IT and 360 IT received greater and/or
reasonably equivalent value in exchange for the transfers alleged in the Complaint.
Accordingly, the alleged transfers described in the Complaint are neither avoidable nor
recoverable and the Complaint and each and every cause of action asserted therein should be
dismissed.
FOURTH AFFIRMATIVE DEFENSE
(Permissible Preference Under Civil Code
Each and every claim and cause of action alleged against Answering Defendants is
barred, in whole or in part, because any alleged transfer by Answering Defendant was a
permissible preference in payment to a creditor. Accordingly, the Complaint andeach and
every cause of action asserted therein should be dismissed.
ANSWER TO COMPLAINT, CASE NO. 19CV342424
FIFTHAFFIRMATIVE DEFENSE
Limited Remedies Under California Civil Code § 3439.07
Plaintiff’s remedies for any alleged UVTA violation are limited to equitable remedies
such as avoidance, attachment, an injunction, or appointment of a receiver. Plaintiff may seek to
have the Court cancel the alleged transfer or impose a lien against the transferred property, but
Plaintiff may not obtain an award of damages.
SIXTHAFFIRMATIVE DEFE NSE
No Damage
Plaintiff’s claims are barred, in whole or in part, because neither Plaintiff nor VIVOS IT,
US IT, or 360 IT have sustained any loss, damage, harm or detriment in any amountfor which
Answering Defendants are liableas a result of any alleg ed transfers
SEVENTHAFFIRMATIVE DEFENSE
Duplicative Claims
Plaintiff’s alleged remedies are limited to the extent Plaintiff seeks overlapping and
duplicative recovery based on various claims against Answering Defendants and/or additional
defendants for any alleged single wrong.
EIGH TH AFFIRMATIVE DEFENSE
Cal. Bus & Prof. Code §16600
The Complaint, and each purported cause of action thereof, is barred by Cal. Bus & Prof.
Code §16600 which prohibits the restraint of any lawful profession,trade or business.
NINTH AFFIRMATIVE DEFENSE
Waiver
The Complaint, and each purported cause of action thereof, is barred by the doctrine of
waiver.
ANSWER TO COMPLAINT, CASE NO. 19CV342424
ENTH AFFIRMATIVE DEFENSE
(Estoppel)
As to each cause of action alleged in the Complaint, Plaintiff is estopped from seeking
relief therein due to hisown acts or omissions with reference to the subject matter of the
Complaint.
ELEVENTHAFFIRMATIVE DEFENSE
(Laches)
Each and every cause of action alleged against theseAnswering Defendant is barred
under the doctrine of laches.
TWELFTHAFFIRMATIVE DEFENSE
(Unclean Hands)
Each and every cause of action alleged against theseAnswering Defendant is barred in
its entirety by the doctrine of unclean hands.
THIRTEENTH AFFIRMATIVE DEFENSE
(Anticipatory Repudiation)
Plaintiff breached his contracts, if any, with Answering Defendants and by reason of
said breaches, Answering Defendants have been excused of any obligation under said contracts.
FOURTEENTHAFFIRMATIVE DEFENSE
(Failure of Consideratio
Thecontracts alleged in the Complaint and each and every purported Cause of Action in
the Complaint alleged against Answering Defendants, are barred as a result of a failure of
considerationwith respect to the alleged contracts
FIFTEENTH AFFIRMATIVEDEFENSE
(Fraud)
Plaintiff’s fraudulent conduct in contracting voided any and all contracts allegedly
breached by Answering Defendants.
ANSWER TO COMPLAINT, CASE NO. 19CV342424
SIXTEENTH AFFIRMATIVE DEFENSE
(Frustration of Purposes)
The mployment greement contract alleged against US ITis void due to frustration of
purpose.
SEVEN TH AFFIRMATIVE DEFENSE
(Plaintiff’s violation of Employment Agreement)
The employment agreement contract alleged against US ITis unenforceable due to
Plaintiff’s dishonest and willful acts and violations of the terms of the alleged contract.
EIGHTEENTH AFFIRMATIVE DEFENSE
(Business Necessity)
Plaintiff’s employmentagreement, if not void,was voidable by reason of business
necessity and/or for lawful business reasons.
NINETEENTH AFFIRMATIVE DEFENSE
(Collateral Estoppel and Res Judicata)
This omplaint and the separate causes of action are barred under the doctrines of
collateral estoppel or res judicata or both.
TWENTIETHAFFIR MATIVE DEFENSE
(Mistake)
Therights, claims or obligations which Plaintiff seeks to enforce by way of his
Complaint are unenforceable by reason of materialmistake of fact or law, or both
TWENTY FIRSTAFFIRMATIVE DEFENSE
(Statute of Limitations)
The Complaint and each separate cause of action thereof, is barred by the applicable
statute of limitations, including, but not limited to Cal. Code Civ. Proc. §§359, 343, 337, and
ANSWER TO COMPLAINT, CASE NO. 19CV342424
TWENTY SECONDAFFIRMATIVE DEFENSE
(Failure to Mitigate Damages)
If Plaintiff has suffered any damages, Plaintiff s recovery for those damages should
be barred or limited by Plaintiff’s failure to mitigate those damages.
TWENT THIRDAFFIRMATIVE DEFENSE
(Lack of Jurisdiction)
Answering Defendant allege that the ourt lacks jurisdiction over the matters
alleged in the omplaint against Answering Defendant
TWENTY FORTHAFFIRMATIVE DEFENSE
(Assumed Risk)
Plaintiff andhis agents, employees, servants, and representatives assumed the risk of any
injury or damages alleged in the complaint. Accordingly, if Plaintiff suffered damages, should
be denied any recovery in this action.
TWENTY FIFTHAFFIRMATIVE DEFENSE
(Consent)
Plaintiff and/or hisagents have at all times g avetheir consent, expressed or implied, to
any acts, omissions, representations, and courses of conduct of Answering Defendants as alleged
in the Complaint
TWENTY SIXTH AFFIRMATIVE DEFENSE
(Not Real Party in Interest)
Plaintiff has sued certain defendants who are not the real party in interest either because
they were not parties to subject contracts, were not parties who caused Plaintiff harm, or because
Plaintiff has sued certain Answering Defendants as natural persons who are themselves protected
by the law of corporations which limit liability.
ANSWER TO COMPLAINT, CASE NO. 19CV342424
TWEN SEVENTH AFFIRMATIVE DEFENSE
(Apportionment)
Third party individuals and entities willfully, or by want ofordinary care, proximately
caused or contributed to the damages sustained, if any, by Plaintiff. Accordingly,any damages
to which Plaintiff might be entitled should be apportioned by the amount of fault attributable to
such third parties.
TWENTY EIGHTHAFFIRMATIVE DEFENSE
(Lack of Consent)
To the extent that any breach, act, omission, representation, or course of conduct
of persons and/or entities other than answering Defendant directly and proximately caused and
contributedto the damages allegedly sustained by Plaintiff, said persons or entities, other than
answering Defendant were acting without the consent, authoriz ation, knowledge, and/or
ratification of answering Defendant
TWENTY NINTHAFFIRMATIVE DEFENSE
(Recovery of Fees and Costs)
Each and every cause of action in Plaintiff s Complaint is frivolous, unreasonable,
and/or groundless, and, accordingly, Defendantshould recover all costs and attorneys fees
incurred herein under applicable federal and state law.
THIRTIETHAFFIRMATIVE DEFENSE
(Reservation of Rights and Non Waiver)
Answering Defendant reserve the right to assert additional defenses, including
affirmative defenses, based upon further investigation and/or discovery. Answering Defendant
also reserve the right to amend or supplement this Answer based on further formal or informal
discovery and/or in response to any amendments or supplements to the Complaint made by
Plaintiff, and for any such amendments or supplements to the Answer to relate back to the filing
of the original Answer.
ANSWER TO COMPLAINT, CASE NO. 19CV342424
PRAYER FOR RELIEF
WHEREFORE, Answering Defendants pray for judgment from in their favor and against
Plaintiff as follows
That Plaintiff takes nothing by way of this action;
That the Complaint be dismissed with prejudice and that judgment be entered
against Plaintiff and infavor of Answering Defendants on each cause of action;
That Defendants be awarded its attorneys’ fees and costs of suit herein to the
extent permitted under applicable law; and
For such other relief as the Court may deemproper.
Respectfully submitted,
WOOD ROBBINS, LLP
Date: April 10, 2019 By: /s/ enise Mejlszenkier
Gregory J. Wood
Denise Mejlszenkier
Keegan Royal Eisenberg
Attorneys for Defendant
VIVOS IT, LLC,US IT SOLUTIONS, INC.,
and 360 IT PROFESSIONALS, INC.
ANSWER TO COMPLAINT, CASE NO. 19CV342424