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  • Singh, Jujaar vs. Sanghera, Avtar SinghCivil-Roseville document preview
  • Singh, Jujaar vs. Sanghera, Avtar SinghCivil-Roseville document preview
  • Singh, Jujaar vs. Sanghera, Avtar SinghCivil-Roseville document preview
  • Singh, Jujaar vs. Sanghera, Avtar SinghCivil-Roseville document preview
  • Singh, Jujaar vs. Sanghera, Avtar SinghCivil-Roseville document preview
  • Singh, Jujaar vs. Sanghera, Avtar SinghCivil-Roseville document preview
  • Singh, Jujaar vs. Sanghera, Avtar SinghCivil-Roseville document preview
  • Singh, Jujaar vs. Sanghera, Avtar SinghCivil-Roseville document preview
						
                                

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Shahid Manzoor, Esq. (SBN 296862) 2 || Sachin Kalra, Esq. (SBN 309314) MANZOOR LAW FIRM, INC. 3017 Douglas Blvd., Ste. 104 4 || Roseville, CA 95661 Superior Co Telephone: (916) 306-1665 Conntviot BineafOrnle 5 || Facsimile: (916) 244-9852 OCT 24 2019 6 Attorneys for Plaintiff, efecurive Stiatters 3; ||JUJAAR SINGH yO, Lucatuorto, | Deputy 8 IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF PLACER 9 UNLIMITED JURISDICTION 10 JUJAAR SINGH Case No.: SCV 0043207 ll aa Plaintiff, DECLARATION FO SHAHID 12 MANZOOR, ESQ IN OPPOSITION OF 3 YS MOTION TO DISMISS 14 ||AVTAR SINGH SANGHERA, AND DOES 1-| Hearing Date: November 8, 2019 20 INCLUSIVE, Time: 8:30 am 15 : Defendant Dept: ol 16 17 ||SHAHID MANZOOR, declare as follows: 18 1. Iam an attorney at law licensed to practice before all courts of the State of California, 19 and I am the senior attorney at Manzoor Law Firm, Inc. I am the attorney of record for 20 Plaintiff JUJAAR SINGH. I state the facts herein in are within my own personal 1 knowledge and, if called upon as a witness, I could and would competently testify ) thereto. 4 2. Attached Exhibit | to this declaration is a true and correct copy of the filed complaint. oA 3. Attached Exhibit 2 to this declaration is a true and correct copy of the filed Proof of 95 Personal Services of Summons and Complaint into the Defendant in the State of 26 California. 27 28 || DECLARATION FO SHAHID MANZOOR, ESQ IN OPPOSITION OF MOTION TO DISMISSHEARING DATE: NOVEMBER 8,2019TIME: 8:30 AMDEPT: 31 -1 I declare under penalty of perjury under the laws of California that the foregoing is true and correct, and that this declaration was executed on October 15, 2019. Dated: October 15, 2019 MANZOOR LAW FIRM, INC. / x ) < Shahid Manzoot, Esq. Sachin Kalra; Esq. Attorneys for Plaintiffs 10 11 12 13 14 16 17 18 19 20 21 22 23 24 26 27 28 DECLARATION FO SHAHID MANZOOR, ESQ IN OPPOSITION OF MOTION TO DISMISSHEARING DATE: NOVEMBER 8,2019TIME: 8:30 AMDEPT: 31 -2 ww an 10 11 12 16 17 18 19 20 21 22 Exhibit | 23 24 26 27 28 DECLARATION FO SHAHID MANZOOR, ESQ IN OPPOSITION OF MOTION TO DISMISSHEARING DATE: NOVEMBER 8,2019TIME: 8:30 AMDEPT: 31 - 3 _ Shahid Manzoor, Esq. (SBN 296862) FILED Sachin Kalra, Esq. (SBN 309314) SUPERIOR COURT OF CALIFORNIA COUNTY OF PLACER MANZOOR LAW FIRM, INC. 3017 Douglas Blvd., Ste. 104 1UN 24 2019 Roseville, CA 95661 CHATI ERS CLERK j KE Telephone: (916) 306-1665 EXECUTIVE OFFICER & By: N. Fuchs, Dep uty Facsimile: (916) 244-9852 Attorneys for Plaintiff, JUJAAR SINGH IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF PLACER UNLIMITED JURISDICTION JUJAAR SINGH Case No.9 G VOo4 3207 Plaintiff, PLAINTIFF’S COMPLAINT FOR 11 FOR JURY DAMAGES AND DEMA ND 12 vs. TRIAL 13 AVTAR SINGH SANGHERA, AND DOES 1- | 1, ACCOUNTING 20 INCLUSIVE, 2. BREACH OF FIDUCIARY DUTY 14 (PARTNERS) 15 Defendant 3, BREACH OF ORAL CONTRACT 4. CONSTRUCTIVE FRAU D 16 5. CONVERSION 6. UNJUST ENRICHMENT 17 7. DISSOLUTION OF PARTNERSHIP 18 8. PARTNERSHIP WASTE 19 I. PARTIES 20 is,and at alltimes pertinent herein, an adult 1. PLAINTIFF, JUJAAR SINGH (“PLAINTIFF") 21 resident in Roseville, California, in Placer Joaquin County. male that SANGHERA., (“DEFENDANT”), at all-time relevant times 2. DEFENDANT AVTAR SINGH 23 this complaint is acompetent adult male, who resides in... herein 24 as DOES ignorant of the names and capacities of the defendants sued herein 3. PLAINTIFF is 25 seek to leave to thus sues them by such fictitious names. PLAINTIFF will 1-20 inclusive, and 26 ascertained. to allege their true names and capacities when they are amend this complaint and believe and thereon alleges, that each of the fictitiously named PLAINTIFF is informed 28 -1 issomehow responsible for the occurrences referenced herein, defendants in this complaint injuries as alleged in this complaint were proximately caused and that PLAINTIFF’S thereby. each of the DEFENDANT participated in the doing of the acts At allrelevant times herein, to have been done by each of the other DEFENDANT, and furthermore, hereinafter alleged was the servant, agent, and employee of each of the other each of the DEFENDANT times herein, said DEFENDANT were acting within the DEFENDANT and, at all relevant course and scope of said servitude, agency, and employment. the DEFENDANT was members of, and engaged in,a At allrelevant times herein, each of 10 and were acting within the course and scope of and in joint venture and common enterprise ll pursuance of said joint venture and enterprise. omissions of the various DEFENDANT, and each of At allrelevant times herein, the acts and 13 to the multiple acts and omissions of each and allof the them, concurred and contributed 14 and proximately causing the injuries and damages to Plaintiff other DEFENDANT in legally 15 as alleged herein. 16 and each of them, ratified and concurred in each At allrelevant times herein, DEFENDANT 17 and every act or omission complained of herein. 18 Il. VENUE pursuant to Code of C ivilProcedure section 397(c); where Venue in this court is appropriate regarding PLAINTIFF’s damages incurred in Placer County. substantial events Ill. JURISDICTION case in that the amount in controversy is in excess of the Jurisdiction is proper in this statutory requirements of this court. IV. GENERAL ALLEGATIONS Defendant enter into a partnership agreement to 10. In or around November 2013, Plaintiff and Per the partnership agreement the Plaintiff and Defendant engage in the hospitality business. evenly among themselves. In or around November 2013 would split the profits and losses -2 Plaintiff and Defendant formed Golden Temple Corporation (hereinafter “Golden Temple”) an Oklahoma Corporation, to own and operate the hospitality businesses. (see Exhibit A). Plaintiff and Defendant were both shareholder and each owned fifty (50) percent of shares of Golden Temple. 11. Plaintiff and Defendant both contributed $335,000 into this Corporation, totaling $670,000. On or about March 10, 2014 Plaintiff on behalf of Golden Temple, entered into a Franchise Agreement with Choice Hotels International, Inc., aDelaware corporation, (hereinafter Franchisor) to own and operate a Quality Inn Hotel, located at 3110 NW Cache Rd. Lawton, OK 73505 (Subject Property) (See Exhibit B, Franchise Agreement). 12. Plaintiff and Defendant agreed that Defendant would be the on-sight manager and would manage the day to day operation of the Quality Inn Hotel and he would receive monthly 12 salary $3,000 per month. 13 13. In or around 2014, Plaintiff and Defendant agreed to take out three different loans totaling 14 $257,000, in order to complete the property improvements required by Franchisor of the 15 Subject Property before the corporation can startoperating the motel. Defendant managed the business as the on sight general manager since 2014 to in or around 14. 17 when the business closed. 2017 18 15. During the course of the business Plaintiff was not kept aware of any of the, corporation 19 profits, losses. Plaintiff asked on numerous occasions for the information from finances, Defendant and Defendant refused to provide such information. In or around 2017 the Defendant closed the joint business banking account and opened 16. 22 another sperate business account and only placed the Defendant, on this business bank 23 account. The Plaintiff to this date has never had access to this account, nor any statement 24 were provided about this account. stated above, Plaintiff believed the Defendant as his business partner to 25 17. During all the times 26 maintain proper account of the books. a7 28 18. Plaintiff on information and belief that the income that came in from the motel business was stolen by Defendant, and no profits were given to the Plaintiff. 19. In or around October 2017, Defendant closed the business without informing the Plaintiff. 20. During the three-year period, Defendant did not reimburse Plaintiff, any of the profits that the business incurred nor shared any information on the accounts of the business. 21. During the three-year period, Plaintiff continuously requested information on the business and Defendant assured Plaintiff that the business was doing fine and he should focus on his health. 22. Because Plaintiff believe Defendant and his statements, Plaintiff has suffered a harm to his 10 reputation, his finances, and his now being held personally responsible for the Franchise 11 Agreement debt and the fees associated with it. 12 23. Plaintiff atall times during operating Golden Temple Corporation did not have any access to 13 any records pertaining to the operation of the corporation or partnership. 14 24. In 2017 Plaintiff contacted Defendant and met with him in Temple, Bay Point, California, 15 and during this meeting Defendant admitted to Plaintiff that he, Defendant, had stolen the 16 money from Plaintiff and the company. 17 CAUSE OF ACTION ONE — ACCOUNTING 18 25. Plaintiff incorporates paragraphs 1-25, above, as if fully set forth herein. 19 26. At all relevant times, Plaintiff and Defendants were partners. 20 21 27. Since the parties formed the partnership, Defendants had possession and control of allthe 22 books and other records and documents pertaining to management of the Golden One Corporation, accounting and property. 28. Defendant also had possession and control of allbooks and other records and documents pertaining to the profits and losses of the Golden One Corporation. information about the construction, development, profits, or 29. Plaintiff do not have sufficient expenses of the partnership, but Defendants had complete records of such losses, costs, and items. to reimbursement as herein alleged in a sum that is unknown to 30. Plaintiff isentitled, therefore, Plaintiffs and cannot be ascertained without an accounting. CAUSE OF ACTION - BREACH OF FIDUCIARY DUTY SECOND incorporate paragraphs |- 30, above, as iffully set forth herein. 31. Plaintiff were in a fiduciary relationship as partners. The fiduciary relationship 32. Plaintiff and defendant 10 of care, good faith,trust, confidence, and condor. Defendant owed required the highest duties 11 duties not only as partners but also because Defendant was the General Plaintiff fiduciary 13 Manager of the Corporation/partnership property. 14 duties to Plaintiff by, among others, the following acts or 33. Defendant breached his fiduciary 15 omissions to act: 16 with Plaintiff on a regular and meaningful basis regarding a. Failing to communicate 17 profits and losses, and the business expenses and cost for the 18 the business 19 partnership property. 20 Plaintiff with documentation for the business expenses and b. Failing to provide 21 cost. duty or duties to Plaintiff, Defendant acted with fraud, 34. In breaching Defendant’s fiduciary malice or oppression in callous disregard of Plaintiff's rights. duties, the Plaintiff has suffered damages in 25 35. As a result of Defendant’s breach of fiduciary 26 to be proven at trial. amount 27 28 36. The Plaintiffs damages were both actually and proximately caused by Defendant’s breach or breaches of fiduciary duty or duties. THIRD CAUSE OF ACTION - BREACH OF CONTRACT 37. Plaintiff incorporates paragraphs 1 -37, above, as if fully set forth herein. 38. Defendant breached the oral agreement between Plaintiff and Defendant to be 50/50 partners in their corporation. (See attached Exhibit A: Corporation Formation). 39. Defendant breach the agreement by failing and refusing to provide any accounting information as to the cost and expenses of the business of the partnership property. Also, 10 Defendant breached the agreement by failing and refusing to provide Plaintiff with any vital information that affected the partnership property or possibly could have affected the 12 13 partnership property. Defendant also did not provide any profits from the Corporation business. 15 had responsibilities to included (but were not limited to) keeping records of all 40. Defendant’s 16 income and expenses for the Corporation/business of the partnership properties; paying all expenses in a timely manner; providing periodic accounting to the Plaintiff regarding the 18 properties; manage the day-to-day business of the partnership properties; and 19 partnership 20 breach of contract is the actual and proximate cause of damage to the Plaintiff in 41. Defendant an amount to be proven at trial. 22 FOURTH CAUSE OF ACTION — CONSTRUCTIVE FRAUD 23 42. Plaintiff incorporates paragraph 1-41, above, as if fully set forth herein. 24 At all relevant times, there has existed and continues to exist a confidential and fiduciary 43. 26 Plaintiff and Defendant. As Partners of Golden Temple Corporation, relationship between 27 Defendant was at all times obligated pursuant to their fiduciary duties to Golden Temple -6 and Plaintiff to, among other things, refrain from advancing their own interests Corporation to the detriment of Plaintiff and avoid any personal advantage from any to the detriment other banks or accountants without fulldisclosure to the informed consent transactions with of all of those affected. of Golden Temple Corporation, Defendant has willfully and intentionally 44, As Partners to enrich himself, to the detriment of Golden Temple Corporation engaged in self-dealing and failed to properly to disclose such self-dealing to the Partnership and itsother Partners Partners, including but not limited to, failing to disclose any information and itsother 10 failing to pay billsin order to keep the corporation operating, and regarding the business, ll original bank account and opening a new one without the closing the corporation’s 13 knowledge or consent of Plaintiff. 14 result of Defendant's constructive fraud as alleged herein, Plaintiff] 45. As a direct and proximate 15 damages in excess of $1.5 Million, according to proof at has suffered and continues to suffer 16 trial. 17 result of Defendant’s constructive fraud as alleged herein, 46. As a further direct and proximate 18 isentitled to the expulsion and dissociation of 19 Golden Temple Corporation and Plaintiff of Golden Temple Corporation by reason of his wrongful Defendant one of the Partners affecting the Partnership activities, willful and persistent conduct adversely and materially Agreement and verbal partnership agreement and duties material breaches of the Corporation relating to the Partnership activities making it owed to the Partnership, and gross misconduct to carry on such activities with either of them as aPartner. not reasonably practicable Defendant has acted with oppression, fraud, and malice in 47. In doing the acts alleged herein, rights inthe management of its business, all so as to profit conscious disregard of Plaintiff's -7 Temple Corporation and Plaintiff's expense and to entitle Golden Corporation and at Golden an award of exemplary and punitive damages in an amount to be determined at Plaintiff to trial. FIFTH CAUSE OF ACTION —-CONVERSION 48. Plaintiff incorporates paragraph 1- 47, above, as if fully setforth herein. has at all relevant times owned and been entitled to possess all income from 49. Plaintiff Cash Flow of the Partnership, including, but not limited to, all such net Operations and net income that Defendant has diverted to himself, by causing Golden Temple operating to fall behind on bills with vendors, the banks, and mortgage company, Corporation Partners 11 became substantially less favorable on behalf of Golden Temple Corporation 12 which would have properly paid required bills, kept the same account, 13 compared to if Defendant 14 accounting to Plaintiff. and provided an 15 and possess allnet 50. Defendant has at allrelevant times known of Plaintiff's right to own 16 from its business, including, but not limited to, failing to disclose operating income realized the business, failing to pay bills in order to keep the corporation any information regarding original bank account and opening a new one, and operating, and closing the corporation’s 20 the Golden Temple Corporation without the knowledge of Plaintiff. taking the money out of 21 diverted to himself certain net Cash Flow (or net 51. Defendant has wrongfully and intentionally 22 Temple and Plaintiff is entitled to possess including allnet operating income), which Golden 23 from Golden Temple Corporation and Plaintiff failing to operating income diverted away 24 the business, failing to pay bills in order to keep the 25 disclose any information regarding closing the corporation’s original bank account and opening a new corporation operating, and 27 the Golden Temple Corporation without the knowledge of one, and taking the money out of 28 -8 Plaintiff, which was substantially less favorable compared to if Defendant would have properly operated the Corporation and day to day management and has so wrongfully and intentionally converted or caused the conversion of such funds so as to deprive Golden Temple and Plaintiff (a partner who receive 50% of profits) of its right to possess such funds. 52. As a direct and proximate result of the Defendant’s conversion as alleged herein, Golden Temple and Plaintiff has suffered and continues to suffer damages in excess of $1.5 Million, according to proof at trial. §3. In doing the acts alleged herein, Defendant and each of them, have acted with oppression, fraud, and malice in conscious disregard of Golden Temple Corporation and Plaintiff's rights in the management of its business, all so as to profit at Golden Temple and Plaintiffs 12 13 expense and to entitle Golden Temple and Plaintiff to an award of exemplary and punitive 14 at trial. damages in amount to be determined 15 SIXTH CAUSE OF ACTION — UNJUSTRICHMENT 16 54. Plaintiff incorporates paragraph 1-53, above, as if fully set forth herein. 17 55. In doing the wrongful acts alleged herein, Defendant has been and is unjustly enriched to the 18 detriment and loss of Plaintiff, including but not limited to,by diverting to themselves and 20 away from the Golden Temple and Plaintiffs income that itwould have realized had 21 to Defendant not caused the failure of the business, which was substantially less favorable 22 the Golden Temple and Plaintiff. 23 a direct and proximate result of Defendant’s unjust enrichment as alleged herein, Plaintiff 24 56. As to restoration and disgorgement from Defendant of all income wrongfully diverted 25 is entitled 26 from Golden Temple and Plaintiff, including, but not limited to, all gains that Defendant has 27 in from failing to disclose any information regarding the business, failing to pay bills realized 28 -9 to keep the corporation operating, and closing the corporation’s original bank account order a new one, and taking the money out of the Golden Temple Corporation without and opening the knowledge of Plaintiff. herein, Defendant, has acted with oppression, fraud, and malic in 57. In doing the acts alleged disregard of Golden Temple and Plaintiff's rights in the management of its conscious as to profit atGolden Temple and Plaintiff's expense and to entitle Golden business, all so to an award of exemplary and punitive damages in amount to be Temple and Plaintiff determined attrial. 10 SEVENTH CAUSE OF ACTION — DISSOLUTION OF PARTNERSHIP 11 incorporates paragraphs | -57, above, as iffully set forth herein. 12 58. Plaintiff the partnership, Plaintiff believed that Defendant was properly 13 59. Since the commencement of 14 however now disagreements and disputes began to arise between managing the business, 15 business. Plaintiff and Defendant regarding the operation of the partnership dissolution of the partnership by court decree, pursuant to Corporations 60. Plaintiff is entitled to 17 B and C, in that Defendant has engaged in conduct relating to 18 Code 16801(5), subdivision itnot reasonably practicable to carry on the business in the 19 partnership that makes 20 partnership. 21 WASTE EIGHTH CAUSE OF ACTION — PARTNERSHIP incorporates paragraphs | -60, above, as iffully set forth herein. 61. Plaintiff Defendant has caused Golden Temple and Plaintiff to waste 62. As Partners of Golden Temple, assets by, among other things failing to disclose any information valuable partnership pay bills in order to keep the corporation operating, and regarding the business, failing to - 10 closing the corporation’s original bank account and opening a new one, and taking the money out of the Golden Temple Corporation without the knowledge of Plaintiff 63. As a direct and proximate result of Defendant’s partnership waste as alleged herein, Golden Temple and Plaintiff has suffered and continues to suffer damages in excess of $1.5 Million, according to proof at trial. 64. Asa further direct and proximate result of Defendant’s partnership waste as alleged herein, Golden Temple and Plaintiff is entitled to the expulsion and dissociation of Defendant as the Partner of Golden Temple by reason of his wrongful conduct adversely and materially affecting the Partnership activities, willful and persistent material breaches to their 11 Partnership agreement and Corporation agreement and duties owed to the Partnership, and 12 13 gross misconduct relating to the Partnership activities making itnot reasonably practicable to 14 or Defendant together. carry on such activities with either Plaintiff 15 65. In doing the acts alleged herein, Defendant, has acted with oppression, fraud, and malic in 16 conscious disregard of Golden Temple and Plaintiff's rights in the management of its 17 business, all so as to profit at Golden Temple and Plaintiff's expense and to entitle Golden 19 Temple and Plaintiff to an award of exemplary and punitive damages in amount to be 20 determined at trial. 21 PRAYER FOR RELIEF 22 WHEREFORE, Plaintiff prays forjudgment against Defendant as follows: 23 compensatory damages in the amount to be proven at trial. 24 1. For 25 2. For restoration and disgorgement by Defendant of allprofits or gains improperly realized 26 at the expense of Golden Temple and Plaintiff and the imposition of an equitable lien and 27 constructive trust over all such property for the benefit of Golden Temple and Plaintiff; -1l - ~ 3. To allocate the remaining debt based off ofthe partnership agreement, 4. For exemplary or punitive damages in an account according to proof at trial; 5. For prejudgment interest to the fullest extent allowable by law; For the costs of suit,including reasonable attorneys’ fees, to the fullest extent allowable 6. by law; and 7. For such other and further relief as the Court deems just and proper The Plaintiff demand Jury Trial. Dated: May 20, 2019. MANZOOR LAW FIRM, INC. C AME Shahid Manzoor, MD££sq. 14 Sachin Kalra, Esq. 15 16 17 18 19 20 21 22 14 15 16 20 21 22 23 OFFICE OF THE SECRETARY OF STATE CERTIFICATE OF INCORPORATION WHEREAS, the Certificate of Incorporation of GOLDEN TEMPLE CORPORATION has been filed in the office of the Secretary of State as provided by the laws of the State of Oklahoma. NOW THEREFORE, I, the undersigned, Secretary of State of the State of Oklahoma, by virtue of the powers vested in me by law, do hereby issue this certificate evidencing such filing. IN TESTIMONY WHEREOF, I hereunto set my hand and cause to be affixed the Great Seal of the State of Oklahoma. Filed in the city of Oklahoma City this ae 19th day of November, 20/3. Secretary of State WV - VRIANVIlIC OGUIGLALy Y sLaLic ‘ ee ee OKLAIF MA _ecretary of State Electr. .c Fil...g CERTIFICATE OF INCORPORATION DOMESTIC FOR PROFIT BUSINESS CORPORATION Document Number. 23178570002 Submit Date: 11/19/2013 CORPORATION NAME The name of the corporation is: GOLDEN TEMPLE CORPORATION PURPOSE Purpose of the corporation isfor conducting motel business. FUTURE EFFECTIVE DATE Effective Date: Same as filingdate. DURATION Perpetual REGIS TERE D AGENT AND REGISTERED OFFICE ADDRESS Agent Name QUALITY INN Address 3110 NW CACHE ROAD LAWTON, OK 73505 USA STOCK INFORMATION "Stock Type Shares Par Value Series Common (Non-Voting) 500 $0.000000 Total Authorized Capital $25,000.00 INCORPORATOR INFORMATION Name Title JUJAAR SINGH Incorporator Address 1233 SHELDON DRIVE BRENTWOOD, CA 94513 USA Name Title AVTAR SINGH SANGHERA Incorporator Address 3110 NW CACHE ROAD LAWTON, OK 73505 USA DIRECTOR INFORMATION Name Title JUJAAR SINGH Director ~ ~ "1233 SHELDON DRIVE BRENTWOOD, CA 94513 USA Name Title AVTAR SINGH SINGH Director Address 3110 NW CACHE ROAD LAWTON, OK 73505 USA ATTACHMENTS File Label File Name and Path SIGNATURE |hereby certifythat the information provided on this form istrue and correct to the best of my knowledge | and by attaching the signature | agree