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AKAY LAW FILED
DOUGLAS N. AKAY, State Bar #131011 SAN MATEO COUNTY
ELSA BERRY, State Bar #262868
100 Pine Street, Suite 2700 AUG 18 2019
San Francisco, California 94111 Ch Superior Court
(415) 764-1999 (telephone)
(415) 764-1994 (facsimile)
dnakay@akaylaw.com
Attorneys for Defendants and Cross-complainants,
TARUN GAUR, JINIGRAM, LLC, and DIAL2BUY.COM, LLC
IN THE SUPERIOR COURT OF CALIFORNIA FOR THE
COUNTY OF SAN MATEO
UNLIMITED JURISDICTION
10 BOOTUP VENTURES, LLC and Case No. 18CIV06232
11 BOOSTCARE dba BOOTUP WORLD,
[PROPOSED] ORDER OVERRULING
12 Plaintiffs, PLAINTIFFS/CROSS-DEFENDANTS
BOOTUP VENTURES, ETAL.’S
Vv.
13 DEMURRER TO DEFENDANTS/CROSS-
TARUN GAUR, TRINGAPPS, INC., COMPLAINANTS TARUN GAUR, ETAL.’S
14 CROSS-COMPLAINT
JINIGRAM, LLC, DIAL2BUY.COM, LLC,
15 RAVI KUMAR aka SHAWN KUMAR and
DOES 1| through 20, inclusive,
16 Defendants,
17
Date: JULY 24, 2019
18 TARUN GAUR, JINIGRAM, LLC, and TIME: 9:00 A.M.
DIAL2BUY.COM, LLC, CouRTROOM: LAW AND MOTION
19 JupGE: Hon. LELAND DAVIS, Il.
Cross-complainants,
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Vv.
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BOOTUP VENTURES, LLC and
BOOSTCARE dba BOOTUP WORLD,
23 MUKUL ARGUWAL, an individual, MARCO
ten VAANHOLT, an individual, ANDREAS
24 BIRNIK, and ROES 1 through 100, inclusive
Cross-defendants.
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ORDER OVERRULING CROSS-DEFENDANTS’ DEMURRER 1 _ _---uu-
COMPLAINANT’S CROSS-COMPLAINT
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1 Plaintiffs and Cross-defendants BOOTUP VENTURES, LLC and BOOSTCARE dba
2 BOOTUP WORLD, et ai.’s Demurrer to Defendants and Cross-Complainants TARUN GAUR,
3 | JINIGRAM, LLC, and DIAL2BUY.COM, LLC’s March 7, 2019 Cross-Complaint, was heard on
4 || July 24, 2019. No appearances were made by either party and the Court adopted its tentative ruling
5 || of July 23, 2019, which reads:
6 For the reasons stated below, Plaintiff Bootup Ventures, LLC et. al.’s 5-18-19
Demurrer to Defendants Tarun Gaur et. al.’s 3-7-19 Cross-Complaint (XC) is
7 OVERRULED.
8
The Demurrer to the Third and Fourth Causes _of Action for “fraud in the
9 inducement” and “promissory fraud” is OVERRULED. Cross-Defendants argue that the XC
fails to allege any misrepresentation(s) of fact. It alleges, however, that Cross-Defendant
10 falsely represented, both on their website and orally, that (a) they had accelerated 120+
Startups; (b) they had obtained $400,000,000 for those startups; (c) those startups are
11 currently valued at $4 billion; (d) they had partners and locations worldwide and could
“provide deal-flow, access talent and tailor go-to-market approaches to Bootup startups;”
12
and (e) they had partnered with Fortune 500 companies, such as Amazon, Verizon, and
13 Volkswagen. XC, {{] 28-31, 53-55. At the pleading state, these allegations sufficiently allege
a false statement(s) of fact.
14
The fraud allegations are also plead with sufficient specificity under Tarmann v.
15 State Farm Mut. Auto. Ins. Co. (1991) 2 Cal.App.4 153, 157. The XC alleges that in or
16 about November 2016, just prior to the signing of the Parties’ Memorandum of
Understanding (MOU), individual Cross-Defendants Marco Ten Vaanholt and Mukul
17 Arguwal repeated the above alleged false statements from BootUps’ website, and Cross-
Defendants Andres Bimik falsely represented that BootUp had talent and resources
18 worldwide that could accelerate Gaur’s startup growth. XC, 28-31, 53-56. Thus, the XC
sufficiently alleges false statements, the individuals who purportedly made them, and when.
| they were made (roughly Nov. 2016). These allegations are sufficient. The demurring parties
20 also allege that the XC does not identify why the statements are false, which is irrelevant on.
Demurrer.
21
The demurring parties also argue Cross-Complainants, in fact, have not suffered any
22 monetary damage, and that the XC does not identify or explain how Cross-Complainants
have suffered monetary damage. While Cross-Defendants may be correct on this point, it is
23 irrelevant at the Demurrer stage, where the Court only assesses the pleadings, not the
24 existence of proof or evidence that may support the allegations. The XC alleges Cross-
Defendants’ actions have caused Cross-Complainants monetary damages of $1,000,000 (see
25 9974, 81, 88, Prayer), which is sufficient at thePleading stage.
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ORDER OVERRULING CROSS-DEFENDANTS’ DEMURRER TO CROSS-
COMPLAINANT'S CROSS-COMPLAINT
Co
The Demurrer to the Fifth, Sixth, and'Sevénth Gauses of Action for breach of contract
is OVERRULED for the same reason discussed above. As to these claims, Cross-Defendants
only argue Cross-Complainants, in fact, have not suffered any monctary damage, and that
the XC does not explain how Cross-Complainants have suffered any monetary damage: As
stated, this argiiment pertains to the merits, which is beyond the scope’of a Demurrer. The
XC alleges darnage. KC, 474; 81, 88, Prayer); CACI 303 (essential factual elements for
breach of coritract claim).
ITIS. SO ORDERED.
10 AUG 1 2 2019
Dated: dob — 20
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ce) Yet
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Dated: July_3'_, 2019 Approved as to form:
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DAVID P, NEMBCEK.
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ORDER OVERRULING CROSS-DEFENDANTS’ DEMURRER TO CROSS.
‘COMPLAINANT'S CROSS-COMPLAINT.
a 7
PROOF OF SERVIC)
Case Name: Booti Venttires, LLC, et al , vs. Tarun: Gaur, et-al.
Case No: 18C. 06232
I, the undersigned, declare that] am employed in the City and County of San Francisco, California,
Tam over the'age of eighteen years and nota party to the within action.. My business:address is 100 Pine.
Stréet, Suite 2700, San Francisco, California 94111.
On July 26, 2019 I caused to be served'the within:document(s):
@ [PROPOSED] ORDER GRANTINGAN-PART AND DENYING-IN-PART
PLAINTIFFS\ CROSS-DEFENDANTS BOOT UP VENTURES, ET. AL.’S
MOTION TO STRIKE PORTIONS OF DEKENDANTS/ CROSS-
COMPLAINANTS TARUNGAUR, ETAL. ’S MOTION TO STRIKE PORTIONS
OF DEFENDANTS/CROSS-COMPLAINANTS TARUN GAUR, ETAL. 'S CROSS
COMPLAINT; and
10 @ [PROPOSED] ORDER OVERRULING PLAINTIFFS/CROSS-DEFENDANTS
BOOTUP VENTURES, ET AL.’S DEMURRER TO DEFENDANTS/CROSS-
ll COMPLAINANTS TARUN GAUR, ET AL,’S.CROSS-COMPLAINT
12 on the parties addressed as follows:
13 SEE ATTACHED SERVICE LIST
14 Xx BY. MAIL by placing a true copy of each document listed above ih. sealed envelope addresséd
tothe parties listed above and/or‘on the attachment hereto and placing it for collection.in my
15 office for deposit in the United States Postal Service, I -am_readily familiar with the:régular
business practices of my office-and attest that-envelopés.so placed for collection are deposited
16 on.the.same business day with the: United States Postal Service
17 BY HAND
18 BY OVERNIGHT MAIL. by placing # true copy ofeach document listed above’ in a sealed
envelop: e for delivery via Federal Expréss (Overnight) to the addressee(s) listed above and/or on
19. the attachment hereto.
20 BY EMAIL I-caused a true copy to be transmitted via email to the addressee(s) listed above
anid/or.on the attachment hereto at the email addresses noted after the party’s[ies”] addresses].
21
BY ELECTRONIC FILING-AND/OR SERVICE I caused a true copy to be transmitted via a
22 court authorized electronic filing and service agency.
23
I declare under penalty of perjury under the laws of the State.of California and the United States
24 of America that the foregoing is true and correct.
25 Executed on July'26, 2019, at San Francisco, California.
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SERVI (‘ST
Bootup Ventures, LLC, et al, vs. Tarun Gaur, et al.
San Mateo County Superior Court
Case No. 18CIV06232
David P. Nemecek, Jr. Attorneys for Plaintiffs, bootup Ventures, Lic and
FORTRESS LAW FIRM, INC. Boostcare dba Bootup World
555 California Street, Suite 4925
San Francisco, CA 94104
415-659-1946
david@fortress-law.com
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AKAY LAW FILED DOUGLAS N. AKAY, State Bar #131011 SAN MATEO COUNTY ELSA BERRY, State Bar #262868 100 Pine Street, Suite 2700 AUG 18 2019 San Francisco, California 94111 Ch Superior Court (415) 764-1999 (telephone) (415) 764-1994 (facsimile) dnakay@akaylaw.com Attorneys for Defendants and Cross-complainants, TARUN GAUR, JINIGRAM, LLC, and DIAL2BUY.COM, LLC IN THE SUPERIOR COURT OF CALIFORNIA FOR THE COUNTY OF SAN MATEO UNLIMITED JURISDICTION 10 BOOTUP VENTURES, LLC and Case No. 18CIV06232 11 BOOSTCARE dba BOOTUP WORLD, [PROPOSED] ORDER OVERRULING 12 Plaintiffs, PLAINTIFFS/CROSS-DEFENDANTS BOOTUP VENTURES, ETAL.’S Vv. 13 DEMURRER TO DEFENDANTS/CROSS- TARUN GAUR, TRINGAPPS, INC., COMPLAINANTS TARUN GAUR, ETAL.’S 14 CROSS-COMPLAINT JINIGRAM, LLC, DIAL2BUY.COM, LLC, 15 RAVI KUMAR aka SHAWN KUMAR and DOES 1| through 20, inclusive, 16 Defendants, 17 Date: JULY 24, 2019 18 TARUN GAUR, JINIGRAM, LLC, and TIME: 9:00 A.M. DIAL2BUY.COM, LLC, CouRTROOM: LAW AND MOTION 19 JupGE: Hon. LELAND DAVIS, Il. Cross-complainants, 20 Vv. 21 BOOTUP VENTURES, LLC and BOOSTCARE dba BOOTUP WORLD, 23 MUKUL ARGUWAL, an individual, MARCO ten VAANHOLT, an individual, ANDREAS 24 BIRNIK, and ROES 1 through 100, inclusive Cross-defendants. 26 27 28 -l- ORDER OVERRULING CROSS-DEFENDANTS’ DEMURRER 1 _ _---uu- COMPLAINANT’S CROSS-COMPLAINT = S gf? 1 Plaintiffs and Cross-defendants BOOTUP VENTURES, LLC and BOOSTCARE dba 2 BOOTUP WORLD, et ai.’s Demurrer to Defendants and Cross-Complainants TARUN GAUR, 3 | JINIGRAM, LLC, and DIAL2BUY.COM, LLC’s March 7, 2019 Cross-Complaint, was heard on 4 || July 24, 2019. No appearances were made by either party and the Court adopted its tentative ruling 5 || of July 23, 2019, which reads: 6 For the reasons stated below, Plaintiff Bootup Ventures, LLC et. al.’s 5-18-19 Demurrer to Defendants Tarun Gaur et. al.’s 3-7-19 Cross-Complaint (XC) is 7 OVERRULED. 8 The Demurrer to the Third and Fourth Causes _of Action for “fraud in the 9 inducement” and “promissory fraud” is OVERRULED. Cross-Defendants argue that the XC fails to allege any misrepresentation(s) of fact. It alleges, however, that Cross-Defendant 10 falsely represented, both on their website and orally, that (a) they had accelerated 120+ Startups; (b) they had obtained $400,000,000 for those startups; (c) those startups are 11 currently valued at $4 billion; (d) they had partners and locations worldwide and could “provide deal-flow, access talent and tailor go-to-market approaches to Bootup startups;” 12 and (e) they had partnered with Fortune 500 companies, such as Amazon, Verizon, and 13 Volkswagen. XC, {{] 28-31, 53-55. At the pleading state, these allegations sufficiently allege a false statement(s) of fact. 14 The fraud allegations are also plead with sufficient specificity under Tarmann v. 15 State Farm Mut. Auto. Ins. Co. (1991) 2 Cal.App.4 153, 157. The XC alleges that in or 16 about November 2016, just prior to the signing of the Parties’ Memorandum of Understanding (MOU), individual Cross-Defendants Marco Ten Vaanholt and Mukul 17 Arguwal repeated the above alleged false statements from BootUps’ website, and Cross- Defendants Andres Bimik falsely represented that BootUp had talent and resources 18 worldwide that could accelerate Gaur’s startup growth. XC, 28-31, 53-56. Thus, the XC sufficiently alleges false statements, the individuals who purportedly made them, and when. | they were made (roughly Nov. 2016). These allegations are sufficient. The demurring parties 20 also allege that the XC does not identify why the statements are false, which is irrelevant on. Demurrer. 21 The demurring parties also argue Cross-Complainants, in fact, have not suffered any 22 monetary damage, and that the XC does not identify or explain how Cross-Complainants have suffered monetary damage. While Cross-Defendants may be correct on this point, it is 23 irrelevant at the Demurrer stage, where the Court only assesses the pleadings, not the 24 existence of proof or evidence that may support the allegations. The XC alleges Cross- Defendants’ actions have caused Cross-Complainants monetary damages of $1,000,000 (see 25 9974, 81, 88, Prayer), which is sufficient at thePleading stage. 26 | i Ml Ty 28 | -2- ORDER OVERRULING CROSS-DEFENDANTS’ DEMURRER TO CROSS- COMPLAINANT'S CROSS-COMPLAINT Co The Demurrer to the Fifth, Sixth, and'Sevénth Gauses of Action for breach of contract is OVERRULED for the same reason discussed above. As to these claims, Cross-Defendants only argue Cross-Complainants, in fact, have not suffered any monctary damage, and that the XC does not explain how Cross-Complainants have suffered any monetary damage: As stated, this argiiment pertains to the merits, which is beyond the scope’of a Demurrer. The XC alleges darnage. KC, 474; 81, 88, Prayer); CACI 303 (essential factual elements for breach of coritract claim). ITIS. SO ORDERED. 10 AUG 1 2 2019 Dated: dob — 20 11 12 13 14 15 16 7 18 19 20 21 22 23 24 25 ce) Yet 26 Dated: July_3'_, 2019 Approved as to form: 2 DAVID P, NEMBCEK. 28 3: ORDER OVERRULING CROSS-DEFENDANTS’ DEMURRER TO CROSS. ‘COMPLAINANT'S CROSS-COMPLAINT. a 7 PROOF OF SERVIC) Case Name: Booti Venttires, LLC, et al , vs. Tarun: Gaur, et-al. Case No: 18C. 06232 I, the undersigned, declare that] am employed in the City and County of San Francisco, California, Tam over the'age of eighteen years and nota party to the within action.. My business:address is 100 Pine. Stréet, Suite 2700, San Francisco, California 94111. On July 26, 2019 I caused to be served'the within:document(s): @ [PROPOSED] ORDER GRANTINGAN-PART AND DENYING-IN-PART PLAINTIFFS\ CROSS-DEFENDANTS BOOT UP VENTURES, ET. AL.’S MOTION TO STRIKE PORTIONS OF DEKENDANTS/ CROSS- COMPLAINANTS TARUNGAUR, ETAL. ’S MOTION TO STRIKE PORTIONS OF DEFENDANTS/CROSS-COMPLAINANTS TARUN GAUR, ETAL. 'S CROSS COMPLAINT; and 10 @ [PROPOSED] ORDER OVERRULING PLAINTIFFS/CROSS-DEFENDANTS BOOTUP VENTURES, ET AL.’S DEMURRER TO DEFENDANTS/CROSS- ll COMPLAINANTS TARUN GAUR, ET AL,’S.CROSS-COMPLAINT 12 on the parties addressed as follows: 13 SEE ATTACHED SERVICE LIST 14 Xx BY. MAIL by placing a true copy of each document listed above ih. sealed envelope addresséd tothe parties listed above and/or‘on the attachment hereto and placing it for collection.in my 15 office for deposit in the United States Postal Service, I -am_readily familiar with the:régular business practices of my office-and attest that-envelopés.so placed for collection are deposited 16 on.the.same business day with the: United States Postal Service 17 BY HAND 18 BY OVERNIGHT MAIL. by placing # true copy ofeach document listed above’ in a sealed envelop: e for delivery via Federal Expréss (Overnight) to the addressee(s) listed above and/or on 19. the attachment hereto. 20 BY EMAIL I-caused a true copy to be transmitted via email to the addressee(s) listed above anid/or.on the attachment hereto at the email addresses noted after the party’s[ies”] addresses]. 21 BY ELECTRONIC FILING-AND/OR SERVICE I caused a true copy to be transmitted via a 22 court authorized electronic filing and service agency. 23 I declare under penalty of perjury under the laws of the State.of California and the United States 24 of America that the foregoing is true and correct. 25 Executed on July'26, 2019, at San Francisco, California. 26 27 28 es SERVI (‘ST Bootup Ventures, LLC, et al, vs. Tarun Gaur, et al. San Mateo County Superior Court Case No. 18CIV06232 David P. Nemecek, Jr. Attorneys for Plaintiffs, bootup Ventures, Lic and FORTRESS LAW FIRM, INC. Boostcare dba Bootup World 555 California Street, Suite 4925 San Francisco, CA 94104 415-659-1946 david@fortress-law.com 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 26 27 28