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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
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JUJAAR SINGH Case No.: SCV 0043207
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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
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Defendant Dept: ol
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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.
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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.
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Shahid Manzoot, Esq.
Sachin Kalra; Esq.
Attorneys for Plaintiffs
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28 DECLARATION FO SHAHID MANZOOR, ESQ IN OPPOSITION OF MOTION TO DISMISSHEARING
DATE: NOVEMBER 8,2019TIME: 8:30 AMDEPT: 31 -2
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Exhibit |
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28 DECLARATION FO SHAHID MANZOOR, ESQ IN OPPOSITION OF MOTION TO DISMISSHEARING
DATE: NOVEMBER 8,2019TIME: 8:30 AMDEPT: 31 - 3
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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
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(PARTNERS)
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Defendant
3, BREACH OF ORAL CONTRACT
4. CONSTRUCTIVE FRAU D
16 5. CONVERSION
6. UNJUST ENRICHMENT
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7. DISSOLUTION OF PARTNERSHIP
18 8. PARTNERSHIP WASTE
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I. PARTIES
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is,and at alltimes pertinent herein, an adult
1. PLAINTIFF, JUJAAR SINGH (“PLAINTIFF")
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resident in Roseville, California, in Placer Joaquin County.
male that
SANGHERA., (“DEFENDANT”), at all-time relevant times
2. DEFENDANT AVTAR SINGH
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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
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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
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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
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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
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salary $3,000 per month.
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13. In or around 2014, Plaintiff and Defendant agreed to take out three different loans totaling
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$257,000, in order to complete the property improvements required by Franchisor of the
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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.
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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
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reputation, his finances, and his now being held personally responsible for the Franchise
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Agreement debt and the fees associated with it.
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23. Plaintiff atall times during operating Golden Temple Corporation did not have any access to
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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,
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and during this meeting Defendant admitted to Plaintiff that he, Defendant, had stolen the
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money from Plaintiff and the company.
17 CAUSE OF ACTION ONE — ACCOUNTING
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25. Plaintiff incorporates paragraphs 1-25, above, as if fully set forth herein.
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26. At all relevant times, Plaintiff and Defendants were partners.
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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
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of care, good faith,trust, confidence, and condor. Defendant owed
required the highest duties
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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
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omissions to act:
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with Plaintiff on a regular and meaningful basis regarding
a. Failing to communicate
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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
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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
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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,
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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
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13 partnership property. Defendant also did not provide any profits from the Corporation
business.
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had responsibilities to included (but were not limited to) keeping records of all
40. Defendant’s
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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
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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.
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FOURTH CAUSE OF ACTION — CONSTRUCTIVE FRAUD
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42. Plaintiff incorporates paragraph 1-41, above, as if fully set forth herein.
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At all relevant times, there has existed and continues to exist a confidential and fiduciary
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26 Plaintiff and Defendant. As Partners of Golden Temple Corporation,
relationship between
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Defendant was at all times obligated pursuant to their fiduciary duties to Golden Temple
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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
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failing to pay billsin order to keep the corporation operating, and
regarding the business,
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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
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damages in excess of $1.5 Million, according to proof at
has suffered and continues to suffer
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trial.
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result of Defendant’s constructive fraud as alleged herein,
46. As a further direct and proximate
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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
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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
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became substantially less favorable on behalf of Golden Temple Corporation
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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
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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
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diverted to himself certain net Cash Flow (or net
51. Defendant has wrongfully and intentionally
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Temple and Plaintiff is entitled to possess including allnet
operating income), which Golden
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from Golden Temple Corporation and Plaintiff failing to
operating income diverted away
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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
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the Golden Temple Corporation without the knowledge of
one, and taking the money out of
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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
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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
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SIXTH CAUSE OF ACTION — UNJUSTRICHMENT
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54. Plaintiff incorporates paragraph 1-53, above, as if fully set forth herein.
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55. In doing the wrongful acts alleged herein, Defendant has been and is unjustly enriched to the
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detriment and loss of Plaintiff, including but not limited to,by diverting to themselves and
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away from the Golden Temple and Plaintiffs income that itwould have realized had
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Defendant not caused the failure of the business, which was substantially less favorable
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the Golden Temple and Plaintiff.
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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
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from Golden Temple and Plaintiff, including, but not limited to, all gains that Defendant has
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from failing to disclose any information regarding the business, failing to pay bills
realized
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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.
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SEVENTH CAUSE OF ACTION — DISSOLUTION OF PARTNERSHIP
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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
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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
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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
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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
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Partnership agreement and Corporation agreement and duties owed to the Partnership, and
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13 gross misconduct relating to the Partnership activities making itnot reasonably practicable to
14 or Defendant together.
carry on such activities with either Plaintiff
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65. In doing the acts alleged herein, Defendant, has acted with oppression, fraud, and malic in
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conscious disregard of Golden Temple and Plaintiff's rights in the management of its
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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
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determined at trial.
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PRAYER FOR RELIEF
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WHEREFORE, Plaintiff prays forjudgment against Defendant as follows:
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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
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at the expense of Golden Temple and Plaintiff and the imposition of an equitable lien and
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constructive trust over all such property for the benefit of Golden Temple and Plaintiff;
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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.
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Sachin Kalra, Esq.
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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