Preview
1 LAW OFFICES OF
FILED
SMITH & BURSTEIN Superior Court of Cajifornia
County of Placer
2 1730 Sonoma Boulevard
Vallejo, California 94590
3 (707) 643-8405 ¢facsimile (707)643-0818 DEC 20 2017
sai Chatters
4 Jack B. Burstein SF ew & Cl
State Bar No. 26464
5
Attorney for Defendants Sonora Petroleum Inc. and aul Fi S. te al
6
7
8
IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA
9
IN AND FOR THE COUNTY OF PLACER
10
11
12 VOYAGER RESTAURANT Case No. SCV 0035599
GROUP, INC., a California
13 corporation,
NOTICE OF MOTION FOR
14 Plaintiff, LEAVE TO FILE A FIRST
AMENDED ANSWER TO THE
15 v. THIRD AMENDED COMPLAINT
ye]
16 SONORA GASOLINE Date: January 22, 2018
CORPORATION, a California Time: 20aw
17 corporation formerly known as Dept.:
SONORA PETROLEUM, INC., a LO
18 California corporation, GURRAJ
SINGH GREWAL, SABAL
19 FINANCIAL GROUP LP, a
Delaware limited partnership; 2012-
20 SIP-1 VENTURE LLC, a Delaware
limited liability company as
21 successor to TENNESSEE
COMMERCE BANK, a Tennessee
az State chartered bank, "ROSEVILLE
PETROLEUM, INC., a California
Z3 corporation, NIRMAL SINGH, and
DOES ONE through TWENTY,
24 inclusive
25 Defendants.
26
SMITH & BURSTEIN
1730Sonoma Blvd.
Vallejo,
CA 94590
(707)643-8405 NOTICE OF MOTION
1 TO plaintiff, Voyager Restaurant Group Inc. and to its attorney and all
2 parties:
3 Please take notice that on the above date and time defendants Sonora
4 Gasoline Corporation and Gurraj Singh Grewal will move the court for an order
5 granting said defendants leave to file a first amended answer to the plaintiff's third
6 amended complaint.
7 Said motion shall be made upon the grounds, each and all, that the sixth,
8 seventh and eighth special defenses in the proposed first amended answer is
9 necessary to the defense of the action in that they challenge plaintiff's capacity to
10 sue because it failed to include in the caption that the plaintiff is doing business
11 under a fictitious firm name, contrary to that which is specified in the lease.
12 Said motion shall be based upon this notice of motion, the said proposed first
13 amended answer (a copy of which is attached hereto as Exhibit “A”), the
14 declaration of counsel, the points of the authorities served and filed concurrently
15 herewith together with the records and files herein and such other evidence, both
16 oral and documentary, as may be presented upon the hearing of said motion.
17
18
19
DATED this ©/ day of December, 2017.
20
SMITH & BURSTEIN
21 \ttorneys for Defendants
pa)
23 BY:
wa
24 TACK. BURSTEIN
25
26
SMITH & BURSTEIN
1730Sonoma Blvd.
Vallejo,
CA 94590
NOTICE OF MOTION z
(707)643-8405
LAW OFFICES OF
SMITH & BURSTEIN
1730 Sonoma Boulevard
WY
Vallejo, California 94590
(707) 643-8405 +facsimile (707)643-0818
FW
Jack B. Burstein
State Bar No. 26464
Attorney for Defendants Sonora Petroleum Inc. and Gurraj S. Grewal
Dn
Oman
IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA
Oo
IN AND FOR THE COUNTY OF PLACER
10
11
12 VOYAGER RESTAURANT Case No. SCV 0035599
GROUP, INC., a California
13 corporation, FIRST AMENDED ANSWER TO
UNVERIFIED THIRD AMENDED
14 Plaintiff, COMPLAINT
IS V. (PROPOSED)
16 SONORA GASOLINE
CORPORATION, a California
17 corporation formerly known as
SONORA PETROLEUM, INC., a
18 California corporation, GURRAJ
SINGH GREWAL, SABAL
19 FINANCIAL GROUP LP, a
Delaware limited partnership; 2012-
20 SIP-1 VENTURE LLC, a Delaware
limited liability company as
21 successor to TENNESSEE
COMMERCE BANK, a Tennessee
22 State chartered bank, ROSEVILLE
PETROLEUM, INC., a California
23 corporation, NIRMAL SINGH, and
DOES ONE through TWENTY,
24 inclusive
a Defendants.
26
FIRST AMENDED ANSWER TO UNVERIFIED
SMITH & BURSTEIN THIRD AMENDED COMPLAINT
1730Sonoma Blvd.
Vallejo,
CA 94590
(707)643-8405
Come now Sonora Gasoline Corporation, sued herein as Sonora Petroleum
Inc., a California corporation and Gurraj Singh Grewal, defendants, and for
NY
themselves alone, and for no other defendants, and in Answer to the Third
WW
Unverified Complaint on file herein, admit, deny and allege that:
FF
Dn
1. In answer to the allegations in paragraph III, defendants allege that the name
of Sonora Petroleum Inc. has been changed to Sonora Gasoline Corporation
ON
and on December 30, 2014 filed a Certificate of Amendment of the Articles
of Incorporation with the State of California, Secretary of State.
0
2. In answer to the allegations in paragraphs IX, X, XI and XII, defendants deny
O&O
eS
each and every, all and singular, generally and particularly the allegations set
YF
forth therein.
EF
NY
ANSWER TO FIRST CAUSE OF ACTION
KF
FW
3. Defendants incorporate by reference herein the defendants’ answer to the
FF
General Allegations as set forth in paragraph I and paragraph II hereof.
KF
Dn
4. In answer to the allegations set forth in paragraphs XIV, XV, XVI, XVII,
FP
XVIII, XIX, XX, XXI and XXII, defendants deny each and every, all in
FP
WAN
singular, generally and particularly, the allegations contained therein
KF
ANSWER TO FOURTH CAUSE OF ACTION
KH
OO
5. Defendants incorporate by reference herein and set forth hereat in full
NN
defendants’ answer to the General Allegations and defendants’ answer to the
KF
N
First Causes of Action.
NO
NN
6. In answer to the allegations set forth in paragraphs XXXII and XXXII,
NH
BW
defendants deny each and every, all in singular, generally and particularly, the
NH
allegations contained therein.
nD
wpo
DR
oO
FIRST AMENDED ANSWER TO UNVERIFIED
SMITH & BURSTEIN THIRD AMENDED COMPLAINT
1730Sonoma Blvd.
Vallejo,
CA 94590
(707)643-8405
ANSWER TO FIFTH CAUSE OF ACTION
PO
In answer to the allegations set forth in paragraphs XXXIIIV, XXXV,
XXXVI defendants deny each and every, all in singular, generally and
WO
particularly, the allegations contained therein.
BP
FIRST AFFIRMATIVE DEFENSE
nO
Performance under the lease agreement was expressly conditioned upon
ND
Sonora Petroleum Inc. obtaining a loan in an amount as alleged in the Third
Amended Complaint from the
OH
Tennessee Commerce Bank located in the state
of Tennessee.
So
The Tennessee Commerce Bank declined to provide a loan to defendants, as
on)
—
11 a result of which performance of any provision in the lease was excused and
12 the lease did not become effective for any purpose.
13 SECOND AFFIRMATIVE DEFENSE
14 10. Defendants incorporate by reference herein and set forth hereat in full
15 defendants’ First Affirmative Defense.
16 11. Performance under the lease agreement was impliedly conditioned upon
17 Sonora Petroleum Inc. obtaining a loan in an amount as alleged in the Third
18 Amended Complaint from the Tennessee Commerce Bank located in the state
19 of Tennessee.
20 12. The Tennessee Commerce Bank declined to provide a loan to defendants, as
21 a result of which performance of any provision in the lease was excused and
22 the lease did not become effective for any purpose.
23 THIRD AFFIRMATIVE DEFENSE
24 13. Defendants incorporate by reference herein and set forth hereat in full
25 defendants’ First and Second Affirmative Defense.
26 14. During January 2012 the Tennessee Commerce Bank was forced into
FIRST AMENDED ANSWER TO UNVERIFIED
SMITH & BURSTEIN THIRD AMENDED COMPLAINT
1730Sonoma Blvd.
Vallejo,
CA 94590
(707)643-8405
receivership by the Federal Deposit Insurance Corporation and from and after
&
that date ceased to exist as a bank.
HPO
15. By reason of the premises the defendants became and are excused from any
WY
further performance of the provisions of the lease agreement and the same
BR
is
ineffective for any purpose.
Wn
FOURTH AFFIRMATIVE DEFENSE
Dn
16. Defendants incorporate by reference herein and set forth hereat in full
HN
defendants’ First, Second and Third Affirmative Defense.
17. During January 2012 the Tennessee Commerce Bank was forced into
So
receivership by the Federal Deposit Insurance Corporation and by reason
CO
thereof, ceased to exist as a bank.
|
KF
18. By reason of the premises the condition, whether express or implied, was
=|
NBO
incapable and impossible to perform.
WO
OES
19, Defendants’ performance, under the agreement, is excused and the lease is
BR
Fe
ineffective for any purpose.
NH
Fe
FIFTH AFFIRMATIVE DEFENSE
HD
HR
20; Defendants incorporate by reference herein and set forth hereat in full
HF
DOAN
defendants’ First, Second, Third and Fourth Affirmative Defense.
HF
ili By reason of the allegations set forth in the First, Second , Third and Fourth
OO
KF
Affirmative Defense, defendants are entitled to the remedy of recission and
CD
NO
cancellation of the lease agreement
KFKF§
WN
SIXTH AFFIRMATIVE DEFENSE
NY
NO
22. Defendants incorporate by reference herein and set forth hereat in full
WHO
BPW
defendants’ First, Second, Third, Fourth and Fifth Affirmative Defense.
NH
23, In August of 2011 plaintiff proposed that a lease be entered into by and
NO
Nn
between Sonora Petroleum Inc. as landlord and Voyager Inc. dba Sonic
NO
FIRST AMENDED ANSWER TO UNVERIFIED
SMITH & BURSTEIN THIRD AMENDED COMPLAINT
1730Sonoma Blvd.
Vallejo,
CA 94590
(707)643-8405
America’s Drive-In as the tenant. As an express condition precedent to the
e
lease becoming operative plaintiff was to apply for a franchise from
NO
Sonic
America’s Drive-In. On information and belief defendants allege that plaintiff
WY
either did not apply for or did not receive a franchise or that its
BP
franchise was
revoked.
nO
SEVENTH AFFIRMATIVE DEFENSE
Dn
24. Defendants incorporate by reference herein and set forth hereat in full
AHN
defendants’ First, Second, Third, Fourth, Fifth and Sixth Affirmative
Defense.
So
25. As a second express condition precedent to the lease becoming operative,
OC
plaintiff was to obtain the consent of the franchisor that Mitra Alizadeh
KF
(president of Voyager Restaurant Inc.) and Gurraj Singh Grewal (president of
NO
Ree
Sonora Gasoline Corporation), in their individual capacities, would operate
WO
the fast food restaurant Sonic America’s Drive-In under a partnership
BR
agreement with each of the individuals being equal partners. A copy of the
Wn
written agreement is attached hereto as Exhibit “A” and incorporated herein
DB
by reference. On information and belief defendants allege that plaintiff either
WON
failed to obtain a franchise or the same was revoked and failed to obtain the
consent of the franchisor to the partnership becoming the operator of the
OO
Sonic America’s Drive-In.
TD
RO
EIGHTH AFFIRMATIVE DEFENSE
NO
KF
26. Defendants incorporate by reference herein and set forth hereat in full
NY
NO
defendants’ First, Second, Third, Fourth, Fifth, Sixth and Seventh
WY
NO
Affirmative Defenses
FP
NO
Ll Plaintiff Voyager Restaurant Group Inc. as an entity not doing business under
nA
NO
the fictitious firm name and style of Sonic America’s Drive-In, has no
Nn
NO
FIRST AMENDED ANSWER TO UNVERIFIED
SMITH & BURSTEIN THIRD AMENDED COMPLAINT
1730Sonoma Blvd.
Vallejo,
CA 94590
(707)643-8405
capacity to sue.
—
WN
WH
WHEREFORE, defendants pray judgment as follows:
BR
1. That said Third Amended Complaint be dismissed and that plaintiff take
DWN
nothing thereby;
2. For reasonable attorney’s fees;
AN
ha For costs of suit herein;
4. For such other and further relief that may be meet and just in the premise.
So oS
ee
FF
DATED this 2'> day of December, 2017.
No
—
SMITH & BURSTEIN
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kL
Ke
DN
JACK B. BURSTEIN
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FN
FF YF
DO
NO
NY
KF
NY
WN
NY
FP
NY
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NY
NH
NY
FIRST AMENDED ANSWER TO UNVERIFIED
SMITH & BURSTEIN THIRD AMENDED COMPLAINT
1730Sonoma Blvd.
Vallejo,
CA 94590 6
(707)643-8405
Sonora
Perrolews
ine, & ©
pea998Foot at hive
Roseville.
CASST47
gaxvahon
Lome
ag. pve
2490 FooTReLE
vee
aosevncA
fear
Ray
AGREED AND AG
Tenant:
Sonic
drive ”
TOT Par
owe Alp lel dole ——
ex
an a,
PROOF OF SERVICE
[am employed in the County of Solano, State of California. I am over the age of
18 and not a party to the within action; my business address is 1730 Sonoma Blvd.,
Vallejo, California, 94590.
NO
On December @ *, 2017, I served the foregoing document described as NOTICE
BW
OF MOTION FOR LEAVE TO FILE A FIRST AMENDED ANSWER TO THE THIRD
AMENDED COMPLAINT the interested parties in this action by placing a true and
correct copy thereof enclosed in a sealed envelope, addressed as follows:
On
Jonathan C. Fuller, Esq. 858/205-1246
Robinson Bradford LL 209/954-9091
ND
3255 W March Lane
Stockton, CA 95219
Brian S. Healy, Esq. 415/974-1900
A
Tierney, Watson & Healy 415/974-6433
G0
575 Market Street, Suite 3050
San Francisco, CA 94105
(X) (BY MAIL) I caused such envelope with postage thereon fully prepaid to be
S|
placed in the United States mail at Vallejo, California, on said date.
S|
(X ) (BY PERSONAL SERVICE) I caused such envelope to be delivered by hand
at the following place:
Se
Paul A. Warner, Esq. 916/996-3100
Se
1624 Santa Clara Drive, Suite 220 916/789-7557
Roseville, California 95661
Fe
(_) (BY FAX) Addressed to the above-named party through the facsimile at
Fe
telephone number:
Fe
() | (FEDERAL) I declare that I am employed in the office of amember of the bar
KF
of this court, at whose direction the service was made.
KF
(X) aces I declare under penalty of perjury under the laws of the State of
alifornia that the above is true and correct.
HN
6
EXECUTED at Vallejo, California, on December “ , 2017.
NHN
NHN
ND
NO
wNO
NO
SMITH & BURSTEIN
1730Sonoma Blvd.
Vallejo,
CA 94590
(707)643-8405 NOTICE OF MOTION 3
Preview
1 LAW OFFICES OF FILED SMITH & BURSTEIN Superior Court of Cajifornia County of Placer 2 1730 Sonoma Boulevard Vallejo, California 94590 3 (707) 643-8405 ¢facsimile (707)643-0818 DEC 20 2017 sai Chatters 4 Jack B. Burstein SF ew & Cl State Bar No. 26464 5 Attorney for Defendants Sonora Petroleum Inc. and aul Fi S. te al 6 7 8 IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA 9 IN AND FOR THE COUNTY OF PLACER 10 11 12 VOYAGER RESTAURANT Case No. SCV 0035599 GROUP, INC., a California 13 corporation, NOTICE OF MOTION FOR 14 Plaintiff, LEAVE TO FILE A FIRST AMENDED ANSWER TO THE 15 v. THIRD AMENDED COMPLAINT ye] 16 SONORA GASOLINE Date: January 22, 2018 CORPORATION, a California Time: 20aw 17 corporation formerly known as Dept.: SONORA PETROLEUM, INC., a LO 18 California corporation, GURRAJ SINGH GREWAL, SABAL 19 FINANCIAL GROUP LP, a Delaware limited partnership; 2012- 20 SIP-1 VENTURE LLC, a Delaware limited liability company as 21 successor to TENNESSEE COMMERCE BANK, a Tennessee az State chartered bank, "ROSEVILLE PETROLEUM, INC., a California Z3 corporation, NIRMAL SINGH, and DOES ONE through TWENTY, 24 inclusive 25 Defendants. 26 SMITH & BURSTEIN 1730Sonoma Blvd. Vallejo, CA 94590 (707)643-8405 NOTICE OF MOTION 1 TO plaintiff, Voyager Restaurant Group Inc. and to its attorney and all 2 parties: 3 Please take notice that on the above date and time defendants Sonora 4 Gasoline Corporation and Gurraj Singh Grewal will move the court for an order 5 granting said defendants leave to file a first amended answer to the plaintiff's third 6 amended complaint. 7 Said motion shall be made upon the grounds, each and all, that the sixth, 8 seventh and eighth special defenses in the proposed first amended answer is 9 necessary to the defense of the action in that they challenge plaintiff's capacity to 10 sue because it failed to include in the caption that the plaintiff is doing business 11 under a fictitious firm name, contrary to that which is specified in the lease. 12 Said motion shall be based upon this notice of motion, the said proposed first 13 amended answer (a copy of which is attached hereto as Exhibit “A”), the 14 declaration of counsel, the points of the authorities served and filed concurrently 15 herewith together with the records and files herein and such other evidence, both 16 oral and documentary, as may be presented upon the hearing of said motion. 17 18 19 DATED this ©/ day of December, 2017. 20 SMITH & BURSTEIN 21 \ttorneys for Defendants pa) 23 BY: wa 24 TACK. BURSTEIN 25 26 SMITH & BURSTEIN 1730Sonoma Blvd. Vallejo, CA 94590 NOTICE OF MOTION z (707)643-8405 LAW OFFICES OF SMITH & BURSTEIN 1730 Sonoma Boulevard WY Vallejo, California 94590 (707) 643-8405 +facsimile (707)643-0818 FW Jack B. Burstein State Bar No. 26464 Attorney for Defendants Sonora Petroleum Inc. and Gurraj S. Grewal Dn Oman IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA Oo IN AND FOR THE COUNTY OF PLACER 10 11 12 VOYAGER RESTAURANT Case No. SCV 0035599 GROUP, INC., a California 13 corporation, FIRST AMENDED ANSWER TO UNVERIFIED THIRD AMENDED 14 Plaintiff, COMPLAINT IS V. (PROPOSED) 16 SONORA GASOLINE CORPORATION, a California 17 corporation formerly known as SONORA PETROLEUM, INC., a 18 California corporation, GURRAJ SINGH GREWAL, SABAL 19 FINANCIAL GROUP LP, a Delaware limited partnership; 2012- 20 SIP-1 VENTURE LLC, a Delaware limited liability company as 21 successor to TENNESSEE COMMERCE BANK, a Tennessee 22 State chartered bank, ROSEVILLE PETROLEUM, INC., a California 23 corporation, NIRMAL SINGH, and DOES ONE through TWENTY, 24 inclusive a Defendants. 26 FIRST AMENDED ANSWER TO UNVERIFIED SMITH & BURSTEIN THIRD AMENDED COMPLAINT 1730Sonoma Blvd. Vallejo, CA 94590 (707)643-8405 Come now Sonora Gasoline Corporation, sued herein as Sonora Petroleum Inc., a California corporation and Gurraj Singh Grewal, defendants, and for NY themselves alone, and for no other defendants, and in Answer to the Third WW Unverified Complaint on file herein, admit, deny and allege that: FF Dn 1. In answer to the allegations in paragraph III, defendants allege that the name of Sonora Petroleum Inc. has been changed to Sonora Gasoline Corporation ON and on December 30, 2014 filed a Certificate of Amendment of the Articles of Incorporation with the State of California, Secretary of State. 0 2. In answer to the allegations in paragraphs IX, X, XI and XII, defendants deny O&O eS each and every, all and singular, generally and particularly the allegations set YF forth therein. EF NY ANSWER TO FIRST CAUSE OF ACTION KF FW 3. Defendants incorporate by reference herein the defendants’ answer to the FF General Allegations as set forth in paragraph I and paragraph II hereof. KF Dn 4. In answer to the allegations set forth in paragraphs XIV, XV, XVI, XVII, FP XVIII, XIX, XX, XXI and XXII, defendants deny each and every, all in FP WAN singular, generally and particularly, the allegations contained therein KF ANSWER TO FOURTH CAUSE OF ACTION KH OO 5. Defendants incorporate by reference herein and set forth hereat in full NN defendants’ answer to the General Allegations and defendants’ answer to the KF N First Causes of Action. NO NN 6. In answer to the allegations set forth in paragraphs XXXII and XXXII, NH BW defendants deny each and every, all in singular, generally and particularly, the NH allegations contained therein. nD wpo DR oO FIRST AMENDED ANSWER TO UNVERIFIED SMITH & BURSTEIN THIRD AMENDED COMPLAINT 1730Sonoma Blvd. Vallejo, CA 94590 (707)643-8405 ANSWER TO FIFTH CAUSE OF ACTION PO In answer to the allegations set forth in paragraphs XXXIIIV, XXXV, XXXVI defendants deny each and every, all in singular, generally and WO particularly, the allegations contained therein. BP FIRST AFFIRMATIVE DEFENSE nO Performance under the lease agreement was expressly conditioned upon ND Sonora Petroleum Inc. obtaining a loan in an amount as alleged in the Third Amended Complaint from the OH Tennessee Commerce Bank located in the state of Tennessee. So The Tennessee Commerce Bank declined to provide a loan to defendants, as on) — 11 a result of which performance of any provision in the lease was excused and 12 the lease did not become effective for any purpose. 13 SECOND AFFIRMATIVE DEFENSE 14 10. Defendants incorporate by reference herein and set forth hereat in full 15 defendants’ First Affirmative Defense. 16 11. Performance under the lease agreement was impliedly conditioned upon 17 Sonora Petroleum Inc. obtaining a loan in an amount as alleged in the Third 18 Amended Complaint from the Tennessee Commerce Bank located in the state 19 of Tennessee. 20 12. The Tennessee Commerce Bank declined to provide a loan to defendants, as 21 a result of which performance of any provision in the lease was excused and 22 the lease did not become effective for any purpose. 23 THIRD AFFIRMATIVE DEFENSE 24 13. Defendants incorporate by reference herein and set forth hereat in full 25 defendants’ First and Second Affirmative Defense. 26 14. During January 2012 the Tennessee Commerce Bank was forced into FIRST AMENDED ANSWER TO UNVERIFIED SMITH & BURSTEIN THIRD AMENDED COMPLAINT 1730Sonoma Blvd. Vallejo, CA 94590 (707)643-8405 receivership by the Federal Deposit Insurance Corporation and from and after & that date ceased to exist as a bank. HPO 15. By reason of the premises the defendants became and are excused from any WY further performance of the provisions of the lease agreement and the same BR is ineffective for any purpose. Wn FOURTH AFFIRMATIVE DEFENSE Dn 16. Defendants incorporate by reference herein and set forth hereat in full HN defendants’ First, Second and Third Affirmative Defense. 17. During January 2012 the Tennessee Commerce Bank was forced into So receivership by the Federal Deposit Insurance Corporation and by reason CO thereof, ceased to exist as a bank. | KF 18. By reason of the premises the condition, whether express or implied, was =| NBO incapable and impossible to perform. WO OES 19, Defendants’ performance, under the agreement, is excused and the lease is BR Fe ineffective for any purpose. NH Fe FIFTH AFFIRMATIVE DEFENSE HD HR 20; Defendants incorporate by reference herein and set forth hereat in full HF DOAN defendants’ First, Second, Third and Fourth Affirmative Defense. HF ili By reason of the allegations set forth in the First, Second , Third and Fourth OO KF Affirmative Defense, defendants are entitled to the remedy of recission and CD NO cancellation of the lease agreement KFKF§ WN SIXTH AFFIRMATIVE DEFENSE NY NO 22. Defendants incorporate by reference herein and set forth hereat in full WHO BPW defendants’ First, Second, Third, Fourth and Fifth Affirmative Defense. NH 23, In August of 2011 plaintiff proposed that a lease be entered into by and NO Nn between Sonora Petroleum Inc. as landlord and Voyager Inc. dba Sonic NO FIRST AMENDED ANSWER TO UNVERIFIED SMITH & BURSTEIN THIRD AMENDED COMPLAINT 1730Sonoma Blvd. Vallejo, CA 94590 (707)643-8405 America’s Drive-In as the tenant. As an express condition precedent to the e lease becoming operative plaintiff was to apply for a franchise from NO Sonic America’s Drive-In. On information and belief defendants allege that plaintiff WY either did not apply for or did not receive a franchise or that its BP franchise was revoked. nO SEVENTH AFFIRMATIVE DEFENSE Dn 24. Defendants incorporate by reference herein and set forth hereat in full AHN defendants’ First, Second, Third, Fourth, Fifth and Sixth Affirmative Defense. So 25. As a second express condition precedent to the lease becoming operative, OC plaintiff was to obtain the consent of the franchisor that Mitra Alizadeh KF (president of Voyager Restaurant Inc.) and Gurraj Singh Grewal (president of NO Ree Sonora Gasoline Corporation), in their individual capacities, would operate WO the fast food restaurant Sonic America’s Drive-In under a partnership BR agreement with each of the individuals being equal partners. A copy of the Wn written agreement is attached hereto as Exhibit “A” and incorporated herein DB by reference. On information and belief defendants allege that plaintiff either WON failed to obtain a franchise or the same was revoked and failed to obtain the consent of the franchisor to the partnership becoming the operator of the OO Sonic America’s Drive-In. TD RO EIGHTH AFFIRMATIVE DEFENSE NO KF 26. Defendants incorporate by reference herein and set forth hereat in full NY NO defendants’ First, Second, Third, Fourth, Fifth, Sixth and Seventh WY NO Affirmative Defenses FP NO Ll Plaintiff Voyager Restaurant Group Inc. as an entity not doing business under nA NO the fictitious firm name and style of Sonic America’s Drive-In, has no Nn NO FIRST AMENDED ANSWER TO UNVERIFIED SMITH & BURSTEIN THIRD AMENDED COMPLAINT 1730Sonoma Blvd. Vallejo, CA 94590 (707)643-8405 capacity to sue. — WN WH WHEREFORE, defendants pray judgment as follows: BR 1. That said Third Amended Complaint be dismissed and that plaintiff take DWN nothing thereby; 2. For reasonable attorney’s fees; AN ha For costs of suit herein; 4. For such other and further relief that may be meet and just in the premise. So oS ee FF DATED this 2'> day of December, 2017. No — SMITH & BURSTEIN WwW — ay. \ whe kL Ke DN JACK B. BURSTEIN EF KF FN FF YF DO NO NY KF NY WN NY FP NY nA NY NH NY FIRST AMENDED ANSWER TO UNVERIFIED SMITH & BURSTEIN THIRD AMENDED COMPLAINT 1730Sonoma Blvd. Vallejo, CA 94590 6 (707)643-8405 Sonora Perrolews ine, & © pea998Foot at hive Roseville. CASST47 gaxvahon Lome ag. pve 2490 FooTReLE vee aosevncA fear Ray AGREED AND AG Tenant: Sonic drive ” TOT Par owe Alp lel dole —— ex an a, PROOF OF SERVICE [am employed in the County of Solano, State of California. I am over the age of 18 and not a party to the within action; my business address is 1730 Sonoma Blvd., Vallejo, California, 94590. NO On December @ *, 2017, I served the foregoing document described as NOTICE BW OF MOTION FOR LEAVE TO FILE A FIRST AMENDED ANSWER TO THE THIRD AMENDED COMPLAINT the interested parties in this action by placing a true and correct copy thereof enclosed in a sealed envelope, addressed as follows: On Jonathan C. Fuller, Esq. 858/205-1246 Robinson Bradford LL 209/954-9091 ND 3255 W March Lane Stockton, CA 95219 Brian S. Healy, Esq. 415/974-1900 A Tierney, Watson & Healy 415/974-6433 G0 575 Market Street, Suite 3050 San Francisco, CA 94105 (X) (BY MAIL) I caused such envelope with postage thereon fully prepaid to be S| placed in the United States mail at Vallejo, California, on said date. S| (X ) (BY PERSONAL SERVICE) I caused such envelope to be delivered by hand at the following place: Se Paul A. Warner, Esq. 916/996-3100 Se 1624 Santa Clara Drive, Suite 220 916/789-7557 Roseville, California 95661 Fe (_) (BY FAX) Addressed to the above-named party through the facsimile at Fe telephone number: Fe () | (FEDERAL) I declare that I am employed in the office of amember of the bar KF of this court, at whose direction the service was made. KF (X) aces I declare under penalty of perjury under the laws of the State of alifornia that the above is true and correct. HN 6 EXECUTED at Vallejo, California, on December “ , 2017. NHN NHN ND NO wNO NO SMITH & BURSTEIN 1730Sonoma Blvd. Vallejo, CA 94590 (707)643-8405 NOTICE OF MOTION 3