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(FILED: KINGS COUNTY CLERK 0971972013) INDEX NO. 505568/2013
NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 09/19/2013
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF KINGS
wennn cee een erent een nnnnnnnnnnnnnnnnnnnnnnnnnnnnna nes, X Index No.:
KUAN HE WU,
GOOD FORTUNE SUPERMARKET OF ELMHURST. Inc.,
GOOD FORTUNE SUPERMARKET OF NJ, Inc.,
and GOOD FORTUNE SUPERMARKET OF BROOKLYN, SUMMONS WITH NOTICE
Inc.,
Plaintiffs, Plaintiff's Address:
See attached addendum.
- against -
SAT LU PAN,
and LI HUI ZHANG,
The basis of venue is
Defendant's principal place
Defendants. of business.
TO THE ABOVE NAMED DEFENDANTS:
YOU ARE HEREBY SUMMONED to answer the Verified Complaint in this action and
serve a copy of your answer, or if the Verified Complaint is not served with this Summons to
serve a notice of Appearance on the Plaintiffs” attorney within twenty (20) days after the service
of this Summons, exclusive of the day of service (or within thirty (30) days after service is
complete if this Summons is not personally delivered to you within the State of New York) and in
case of your failure to appear or answer, judgment will be taken against you by default for the
relief demanded in the Verified Complaint.
The basis of venue designated is that Defendant’s place of business is located in Kings
County.
Defendants’ Address — See Addendum. Xie & Associates, P.L.L.C.
Dated: New York, New York
August 29, 2013 By: Russell L. Porter, Esq.
Attorneys for Plaintiff
401 Broadway, Suite 1010
New York, New York 10013
Tel: (212) 226-0188
Fax: (212) 226-0835ADDENDUM
Plaintiffs’ Addresses:
KUAN HE WU
34 Sherwood Lane, Roslyn Heights, New York 11577
GOOD FORTUNE SUPERMARKET OF ELMHURST, Inc.
77-00 Queens Boulevard, Elmhurst, New York 11373
GOOD FORTUNE SUPERMARKET OF NJ, Inc.
3151 New Jersey 27, Franklin Township, New Jersey 08823
GOOD FORTUNE SUPERMARKET OF BROOKLYN, Inc.
6722 Fort Hamilton Parkway, Brooklyn, New York 11219
Defendants’ Addresses:
SAI LU PAN
23 Arbor Lane, Roslyn Heights, New York 11577
LI HUI ZHANG
23 Arbor Lane, Roslyn Heights, New York 11577SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF KINGS
X Index No.:
KUAN HE WU,
GOOD FORTUNE SUPERMARKET OF ELMHURST, Inc.,
GOOD FORTUNE SUPERMARKET OF NJ, Inc.,
and GOOD FORTUNE SUPERMARKET OF BROOKLYN,
Inc., VERIFIED
COMPLAINT
Plaintiffs,
- against -
SAI LU PAN,
and LI HUI ZHANG,
Defendants.
Plaintiffs, through its attorneys, Xie & Associates, P.L.L.C., hereby alleged the
following upon information and belief for its verified complaint:
THE PARTIES
1. At all times hereinafter mentioned, Plaintiff KUAN HE WU is a natural
person residing in the State of New York, County of Nassau.
2. At all times hereinafter mentioned, Plaintiff GOOD FORTUNE
SUPERMARKET OF ELMHURST, Inc. (“the Elmhurst Market’) is a domestic
corporation organized under the laws of the state of New York with its principal place of
business being located in Queens County.
3. At all times hereinafter mentioned, Plaintiff GOOD FORTUNE
SUPERMARKET OF BROOKLYN, Inc. (“the Brooklyn Market’) is a domestic
corporation organized under the laws of the state of New York with its principal place of
business being located Kings County.4. At all times hereinafter mentioned, Defendant SAI LU PAN is a natural
person residing in the State of New York, County of Nassau.
5. At all times hereinafter mentioned, Defendant LI HUI ZHANG is a natural
person residing in the State of New York, County of Nassau.
STATEMENT OF FACTS
6. Prior to April 10, 2012, Kuan He Wu, Sai Lu Pan, and Li Hui Zhang (“the
Parties”) were the majority shareholders in common with regards to several business
primarily engaged in retail grocery sales.
7. Included amongst these businesses were Defendants Great Wall of New
York, Great Wall of New Jersey, and Great Wall of Brooklyn.
8. At some point, the business relationship between the Parties became
untenable.
9. The Parties thereafter endeavored to end their relationship as business
partners and shareholders in common.
10. Rather than close all of said businesses, the Parties sought to divide
ownership of the businesses up in a mutually acceptable fashion.
11. To this end, the Parties negotiated and executed a series of agreements
whereby ownership of the various corporate entities would be divided according to the
terms agreed upon by the Parties.
12. Specifically, this arrangement called for Plaintiff Kuan He Wu and a
group of minority shareholders to receive control of certain companies which resulted in
the creation of the Elmhurst Market, the New Jersey Market, and the Brooklyn Market.At the same time. Sai Lu Pan, Li Hui Zhang and a group of minority shareholders would
retain control of the remaining corporate entities.
13. As one would expect, there were numerous affairs that needed to be
handled in order to effectuate the mutually agreed upon buyout described above.
14. To effectuate a smooth transfer of ownership, the Parties memorialized the
terms of the agreements that would govern the buyout in a series of written and signed
contracts (“the Buyout Agreements”).
15. Said Buyout Agreements were fully executed on April 10, 2012.
16. The Buyout Agreements, amongst other things, dictated that all liquid and
non-liquid assets belonging to Great Wall of New York were to become the property of
Kuan He Wu and the Elmhurst Market as of the agreement’s execution.
17. The Buyout Agreements further dictated that all liquid and non-liquid
assets belonging to Great Wall of New Jersey were to become the property of Kuan He
Wu and the New Jersey Market as of the agreement's execution.
18. The Buyout Agreements further dictated that all liquid and non-liquid
assets belonging to Great Wall of Brooklyn were to become the property of Kuan He Wu
and the Brooklyn Market as of the agreement’s execution.
19. Each party was to pay their own legal fees in connection with said Buyout
Agreements.
20. The Buyout Agreements further required that defendants Sai Lu Pan and
Li Hui Zhang were to take any and all steps necessary to, and comply promptly with all
related requests, remove Kuan He Wu from any and all financial obligations such asguarantees and the like pertaining to all corporate entities which Sai Lu Pan and Li Hui
Zhang retained control of.
21. All terms of the Buyout Agreements were made time of the essence and
strict compliance was required.
AS AND FOR A FIRST CAUSE OF ACTION AS AGAINST DEFENDANT SAI
LU PAN
22. Plaintiffs repeats each of the allegations contained in paragraphs
numbered “1” through “22” as if fully set forth herein.
23. On or about April 11, 2012, Defendant Sai Lu Pan executed a check
drawn on the account of Great Wall of New York in the amount of $13,333.33.
24. This check was made payable to her legal counsel, Wu & Kao.
25. Upon information and belief, said check was delivered to Wu & Kao in
satisfaction of legal fees incurred during the Buyout Agreement negotiation and
execution process.
26. At the time the check was drawn and cashed, the funds in the account it
was drawn on were the property of the new ownership of Great Wall of New York- Kuan
He Wu and attendant minority shareholders of the Elmhurst Market.
27. Ms. Pan was aware that said funds belonged to the new ownership of the
Elmhurst Market.
28. Ms. Pan intentionally converted the aforementioned funds to the
possession of herself and Great Wall of New York in violation of Plaintiffs’ superior
tights thereto.
29. Plaintiffs demanded the return of said $13,333.33 after said conversion
and Ms. Pan refused to return the same.30. By reason of the foregoing, Plaintiffs have been damaged in the amount of
$13,333,33.
31. Furthermore, said acts were done with wanton and willful disregard of
Plaintiffs’ rights and without justification. As such, Plaintiffs requests punitive damages
in an amount to be determined at trial.
AS AND FOR A SECOND CAUSE OF ACTION AS AGAINST DEFENDANT SAI
LU PAN
32. Plaintiffs repeat each of the allegations contained in paragraphs numbered
“1” through “31” as if fully set forth herein.
33. On or about April 12, 2012, Defendant Sai Lu Pan executed a check
drawn on the account of Great Wall of New York in the amount of $12,920.25.
34. This check was made payable to her legal counsel, Wu & Kao.
35. Upon information and belief, said check was delivered to Wu & Kao in
satisfaction of legal fees incurred during the Buyout Agreement negotiation and
execution process.
36. At the time the check was drawn and cashed, the funds in the account it
was drawn on were the property of the new ownership of Great Wall of New York- Kuan
He Wu and attendant minority shareholders of the Elmhurst Market.
37. Ms. Pan was aware that said funds belonged to the new ownership of the
Elmhurst Market.
38. Ms. Pan intentionally converted the aforementioned funds to the
possession of herself and Great Wall of New York in violation of Plaintiffs’ superior
rights thereto.39. Plaintiffs demanded the return of said $12,920.25 after said conversion
and Ms. Pan refused to return the same.
40. By reason of the foregoing, Plaintiffs have been damaged in the amount of
$12,920.25.
41. Furthermore, said acts were done with wanton and willful disregard of
Plaintiffs’ rights and without justification. As such, Plaintiffs requests punitive damages
in an amount to be determined at trial.
AS AND FOR A THIRD CAUSE OF ACTION AS AGAINST DEFENDANT
SAI LU PAN
42. Plaintiffs repeats each of the allegations contained in paragraphs
numbered “1” through “41” as if fully set forth herein.
43. On or about April 10, 2012, Defendant Sai Lu Pan executed a check
drawn on the account of Great Wall of New Jersey in the amount of $13,333.33.
44, This check was made payable to her legal counsel, Wu & Kao.
45. Upon information and belief, check was delivered to Wu & Kao in
satisfaction of legal fees incurred during the Buyout Agreement negotiation and
execution process.
46. At the time the check was drawn and cashed, the funds in the account it
was drawn on were the property of the new ownership of Great Wall of New Jersey-
Kuan He Wu and attendant minority shareholders of the New Jersey Market.
47. Ms. Pan was aware that said funds belonged to the new ownership of the
New Jersey Market.
48. Plaintiffs demanded the return of said $13,333.33 after said conversion
and Ms. Pan refused to return the same.49. By reason of the foregoing. Plaintiffs have been damaged in the amount of
50. Furthermore, said acts were done with wanton and willful disregard of
Plaintiffs’ rights and without justification. As such, Plaintiffs requests punitive damages
in an amount to be determined at trial.
AS AND FOR A FOURTH CAUSE OF ACTION AS AGAINST DEFENDANT SAI
LU PAN
Sl. Plaintiffs repeat each of the allegations contained in paragraphs numbered
“1” through “50” as if fully set forth herein.
52. On or about April 11, 2012, Defendant Sai Lu Pan executed a check
drawn on the account of Great Wall of New Jersey in the amount of $12,920.25.
53. This check was made payable to her legal counsel, Wu & Kao.
54. Upon information and belief, said check was delivered to Wu & Kao in
satisfaction of legal fees incurred during the Buyout Agreement negotiation and
execution process.
55. At the time the check was drawn and cashed, the funds in the account it
was drawn on were the property of the new ownership of Great Wall of New Jersey-
Kuan He Wu and attendant minority shareholders of the New Jersey Market.
56. Ms. Pan was aware that said funds belonged to Mr. Wu and the New
Jersey Market.
57. Ms. Pan intentionally converted the aforementioned funds to the
possession of herself and Great Wall of New Jersey in violation of Plaintiffs’ superior
rights thereto.58. Plaintiffs demanded the return of said $12,920.25 after said conversion
and Ms. Pan refused to return the same.
59. By reason of the foregoing, Plaintiffs have been damaged in the amount of
$12,920.25.
60. Furthermore, said acts were done with wanton and willful disregard of
Plaintiffs’ rights and without justification. As such, Plaintiffs requests punitive damages
in an amount to be determined at trial.
AS AND FOR A FIFTH CAUSE OF ACTION AGAINST DEFENDANT SAI LU
PAN
61. Plaintiffs repeat each of the allegations contained in paragraphs numbered
“1” through “60” as if fully set forth herein.
62. On or about April 10, 2012, Defendant Sai Lu Pan executed a check
drawn on the account of Great Wall of Brooklyn in the amount of $12,920.25.
63. This check was made payable to her legal counsel, Wu & Kao.
64. Upon information and belief, said check was delivered to Wu & Kao in
satisfaction of legal fees incurred during the Buyout Agreement negotiation and
execution process.
65. At the time the check was drawn and cashed, the funds in the account it
was drawn on were the property of the new ownership of Great Wall of Brooklyn — Kuan
He Wu and attendant minority shareholders of the Brooklyn Market.
66. Ms. Pan was aware that said funds belonged to the new ownership of the
Brooklyn Market.67. Ms. Pan intentionally converted the aforementioned funds to the
possession of herself and Great Wall of Brooklyn in violation of Plaintiffs’ superior
rights thereto.
68. Plaintiffs demanded the return of said $12,920.25 after said conversion
and Ms. Pan refused to return the same.
69. By reason of the foregoing, Plaintiffs have been damaged in the amount of
70. Furthermore, said acts were done with wanton and willful disregard of
Plaintiffs’ rights and without justification. As such, Plaintiffs requests punitive damages
in an amount to be determined at trial.
AS AND FOR A SIXTH CAUSE OF ACTION AGAINST DEFENDANT SAI LU
PAN
71. Plaintiffs repeat each of the allegations contained in paragraphs numbered
“1° through “70” as if fully set forth herein.
72. On or about April 11, 2012, Defendant Sai Lu Pan executed a check
drawn on the account of Great Wall of Brooklyn in the amount of $13,333.33.
73. This check was made payable to her legal counsel, Wu & Kao.
74, Upon information and belief, said check was delivered to Wu & Kao in
satisfaction of legal fees incurred during the Buyout Agreement negotiation and
execution process.
75. At the time the check was drawn and cashed, the funds in the account it
was drawn on were the property of the new ownership of Great Wall of Brooklyn- Kuan
He Wu and attendant minority shareholders of the Brooklyn Market.76. Ms. Pan was aware that said funds belonged to the new ownership of the
Brooklyn Market.
77. Ms. Pan intentionally converted the aforementioned funds to the
possession of herself and Great Wall of Brooklyn in violation of Plaintiffs’ superior
rights thereto.
7B. Plaintiffs demanded the return of said $13,333.33 after said conversion
and Ms. Pan refused to return the same.
79. By reason of the foregoing, Plaintiffs have been damaged in the amount of
80. Furthermore, said acts were done with wanton and willful disregard of
Plaintiffs’ rights and without justification. As such, Plaintiffs requests punitive damages
in an amount to be determined at trial.
AS AND FOR A SEVENTH CAUSE OF ACTION AS AGAINST DEFENDANT
SAI LU PAN
81. Plaintiffs repeat each of the allegations contained in paragraphs numbered
“1” through “80” of the Complaint as if fully set forth herein.
82. Past the provisions already cited herein, the Buyout Agreements required
that Defendant Sai Lu Pan take any steps necessary to ensure that Plaintiff Kuan He Wu
would be removed from any financial guarantee obligations and other similar financial
arrangements with relation to the supermarket locations retained by Sai Lu Pan including,
but not limited to a lease guarantee, commercial loan guarantee, and residential mortgage
guarantee.
1083. Mr. Kuan He Wu, since the execution of the Buyout Agreements, has
requested that Ms. Sai Lu Pan comply with her contractual duty to remove him from the
aforementioned financial obligations several times.
84. Upon information and belief, Sai Lu Pan has neglected to remove Kuan
He Wu from the aforementioned financial obligations thereby breaching the terms of the
Buyout Agreements.
85. Kuan He Wu, as a result of this breach, has suffered damages in an
amount to be determined at trial.
86. Furthermore, given the continuing nature of said financial obligations,
Kuan He Wu is entitled to a permanent injunction and specific performance requiring that
defendant Sai Lu Pan remove Mr. Kuan He Wu from said financial obligations.
AS AND FOR A EIGTH CAUSE OF ACTION AS AGAINST DEFENDANT LI
HUI ZHANG
87. Plaintiffs repeat each of the allegations contained in paragraphs numbered
“1” through “86” of the Complaint as if fully set forth herein.
88. Past the provisions already cited herein, the Buyout Agreements required
that Defendant LI Hui Zhang take any steps necessary to ensure that Plaintiff Kuan He
Wu would be removed from any financial guarantee obligations and other similar
financial arrangements with relation to the supermarket locations retained by Sai Lu Pan
including, but not limited to a lease guarantee, commercial loan guarantee, and residential
mortgage guarantee.
89. Mr. Kuan He Wu, since the execution of the Buyout Agreements, has
requested that Li Hui Zhang comply with his contractual duty to remove him from the
aforementioned financial obligations several times.
1190. Upon information and belief, Li Hui Zhang has neglected to remove Kuan
He Wu from the aforementioned financial obligations thereby breaching the terms of the
Buyout Agreements.
91. Kuan He Wu, as a result of this breach, has suffered damages in an
amount to be determined at trial.
92. Furthermore, given the continuing nature of said financial obligations,
Kuan He Wu is entitled to a permanent injunction and specific performance requiring that
defendant Sai Lu Pan remove Mr. Kuan He Wu from said financial obligations
12WHEREFORE, Plaintiff respectfully request judgment on all causes of action
and the relief requested therein, in their entirety, together with such other and further
relief as this Court deems just and proper.
Dated: New York, New York
August 29, 2013
13
Xie & Associates, P.L.L.C
Attorneys for Plaintiffs
By: Russell L. Porter, Esq.
401 Broadway, Suite 1010
New York, New York 10013
Tel: (212) 226-0188
Fax: (212) 226-0835SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF KINGS
mete nen nnn n ene n nnn nnn en nnn nnn enene nn nnnnnnnmen ena nennnnennnennnenenens, X Index No.:
KUAN HE WU,
GOOD FORTUNE SUPERMARKET OF ELMHURST, Inc.,
GOOD FORTUNE SUPERMARKET OF NJ, Inc.,
and GOOD FORTUNE SUPERMARKET OF BROOKLYN,
Inc., VERIFICATION
Plaintiffs,
- against -
SAI LU PAN,
and LI HUI ZHANG,
Defendants.
ween eee ener enne ee een eee eeennnneeennneceeee xX
Russell L. Porter, Esq., an attorney duly admitted to practice before the Courts of
the State of New York, hereby affirms the following under penalty of perjury pursuant to
NY CPLR § 2106:
1. That I am associated with the firm of Xie & Associates, P.L.L.C.,
attorneys for Plaintiffs in the within action.
2. That I have read the foregoing Verified Complaint and know the contents
thereof; that the same is true to the best of my knowledge, except as to those matters
therein stated to be alleged upon information and belief, and that as to those matters I
believe them to be true.
3. That the reason this verification is not made by Plaintiffs is because they
are not located within the County of New York, where I maintain my office.
4, That the source of my knowledge is based upon investigations, reports,
records, and communications had with Plaintiff and its representatives.
Dated: New York, New York
August 29, 2013 Xie & Associates, P.L.L.C.
A
By: Russell L. Porter, Esq.SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF KINGS
note tween enn nen en nen tenn nnn nnn ee nnn nnn en nnn nnn nnn mens X Index No.:
KUAN HE WU,
GOOD FORTUNE SUPERMARKET OF ELMHURST, Inc.,
GOOD FORTUNE SUPERMARKET OF NJ, Inc.,
and GOOD FORTUNE SUPERMARKET OF BROOKLYN,
Inc.,
Plaintiffs,
- against -
SAI LU PAN.
and LI HUI ZHANG,
Defendants.
ween e cence cence eee eee ene nnn nnn ee nnnennnneeeeeene xX
SUMMONS WITH NOTICE AND VERIFIED COMPLAINT
Xie & Associates, P.L.L.C.
401 Broadway, Suite 1010
New York, New York 10013
Tel:(212) 226-0188
Fax: (212) 226-0835
Preview
(FILED: KINGS COUNTY CLERK 0971972013) INDEX NO. 505568/2013 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 09/19/2013 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF KINGS wennn cee een erent een nnnnnnnnnnnnnnnnnnnnnnnnnnnnna nes, X Index No.: KUAN HE WU, GOOD FORTUNE SUPERMARKET OF ELMHURST. Inc., GOOD FORTUNE SUPERMARKET OF NJ, Inc., and GOOD FORTUNE SUPERMARKET OF BROOKLYN, SUMMONS WITH NOTICE Inc., Plaintiffs, Plaintiff's Address: See attached addendum. - against - SAT LU PAN, and LI HUI ZHANG, The basis of venue is Defendant's principal place Defendants. of business. TO THE ABOVE NAMED DEFENDANTS: YOU ARE HEREBY SUMMONED to answer the Verified Complaint in this action and serve a copy of your answer, or if the Verified Complaint is not served with this Summons to serve a notice of Appearance on the Plaintiffs” attorney within twenty (20) days after the service of this Summons, exclusive of the day of service (or within thirty (30) days after service is complete if this Summons is not personally delivered to you within the State of New York) and in case of your failure to appear or answer, judgment will be taken against you by default for the relief demanded in the Verified Complaint. The basis of venue designated is that Defendant’s place of business is located in Kings County. Defendants’ Address — See Addendum. Xie & Associates, P.L.L.C. Dated: New York, New York August 29, 2013 By: Russell L. Porter, Esq. Attorneys for Plaintiff 401 Broadway, Suite 1010 New York, New York 10013 Tel: (212) 226-0188 Fax: (212) 226-0835ADDENDUM Plaintiffs’ Addresses: KUAN HE WU 34 Sherwood Lane, Roslyn Heights, New York 11577 GOOD FORTUNE SUPERMARKET OF ELMHURST, Inc. 77-00 Queens Boulevard, Elmhurst, New York 11373 GOOD FORTUNE SUPERMARKET OF NJ, Inc. 3151 New Jersey 27, Franklin Township, New Jersey 08823 GOOD FORTUNE SUPERMARKET OF BROOKLYN, Inc. 6722 Fort Hamilton Parkway, Brooklyn, New York 11219 Defendants’ Addresses: SAI LU PAN 23 Arbor Lane, Roslyn Heights, New York 11577 LI HUI ZHANG 23 Arbor Lane, Roslyn Heights, New York 11577SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF KINGS X Index No.: KUAN HE WU, GOOD FORTUNE SUPERMARKET OF ELMHURST, Inc., GOOD FORTUNE SUPERMARKET OF NJ, Inc., and GOOD FORTUNE SUPERMARKET OF BROOKLYN, Inc., VERIFIED COMPLAINT Plaintiffs, - against - SAI LU PAN, and LI HUI ZHANG, Defendants. Plaintiffs, through its attorneys, Xie & Associates, P.L.L.C., hereby alleged the following upon information and belief for its verified complaint: THE PARTIES 1. At all times hereinafter mentioned, Plaintiff KUAN HE WU is a natural person residing in the State of New York, County of Nassau. 2. At all times hereinafter mentioned, Plaintiff GOOD FORTUNE SUPERMARKET OF ELMHURST, Inc. (“the Elmhurst Market’) is a domestic corporation organized under the laws of the state of New York with its principal place of business being located in Queens County. 3. At all times hereinafter mentioned, Plaintiff GOOD FORTUNE SUPERMARKET OF BROOKLYN, Inc. (“the Brooklyn Market’) is a domestic corporation organized under the laws of the state of New York with its principal place of business being located Kings County.4. At all times hereinafter mentioned, Defendant SAI LU PAN is a natural person residing in the State of New York, County of Nassau. 5. At all times hereinafter mentioned, Defendant LI HUI ZHANG is a natural person residing in the State of New York, County of Nassau. STATEMENT OF FACTS 6. Prior to April 10, 2012, Kuan He Wu, Sai Lu Pan, and Li Hui Zhang (“the Parties”) were the majority shareholders in common with regards to several business primarily engaged in retail grocery sales. 7. Included amongst these businesses were Defendants Great Wall of New York, Great Wall of New Jersey, and Great Wall of Brooklyn. 8. At some point, the business relationship between the Parties became untenable. 9. The Parties thereafter endeavored to end their relationship as business partners and shareholders in common. 10. Rather than close all of said businesses, the Parties sought to divide ownership of the businesses up in a mutually acceptable fashion. 11. To this end, the Parties negotiated and executed a series of agreements whereby ownership of the various corporate entities would be divided according to the terms agreed upon by the Parties. 12. Specifically, this arrangement called for Plaintiff Kuan He Wu and a group of minority shareholders to receive control of certain companies which resulted in the creation of the Elmhurst Market, the New Jersey Market, and the Brooklyn Market.At the same time. Sai Lu Pan, Li Hui Zhang and a group of minority shareholders would retain control of the remaining corporate entities. 13. As one would expect, there were numerous affairs that needed to be handled in order to effectuate the mutually agreed upon buyout described above. 14. To effectuate a smooth transfer of ownership, the Parties memorialized the terms of the agreements that would govern the buyout in a series of written and signed contracts (“the Buyout Agreements”). 15. Said Buyout Agreements were fully executed on April 10, 2012. 16. The Buyout Agreements, amongst other things, dictated that all liquid and non-liquid assets belonging to Great Wall of New York were to become the property of Kuan He Wu and the Elmhurst Market as of the agreement’s execution. 17. The Buyout Agreements further dictated that all liquid and non-liquid assets belonging to Great Wall of New Jersey were to become the property of Kuan He Wu and the New Jersey Market as of the agreement's execution. 18. The Buyout Agreements further dictated that all liquid and non-liquid assets belonging to Great Wall of Brooklyn were to become the property of Kuan He Wu and the Brooklyn Market as of the agreement’s execution. 19. Each party was to pay their own legal fees in connection with said Buyout Agreements. 20. The Buyout Agreements further required that defendants Sai Lu Pan and Li Hui Zhang were to take any and all steps necessary to, and comply promptly with all related requests, remove Kuan He Wu from any and all financial obligations such asguarantees and the like pertaining to all corporate entities which Sai Lu Pan and Li Hui Zhang retained control of. 21. All terms of the Buyout Agreements were made time of the essence and strict compliance was required. AS AND FOR A FIRST CAUSE OF ACTION AS AGAINST DEFENDANT SAI LU PAN 22. Plaintiffs repeats each of the allegations contained in paragraphs numbered “1” through “22” as if fully set forth herein. 23. On or about April 11, 2012, Defendant Sai Lu Pan executed a check drawn on the account of Great Wall of New York in the amount of $13,333.33. 24. This check was made payable to her legal counsel, Wu & Kao. 25. Upon information and belief, said check was delivered to Wu & Kao in satisfaction of legal fees incurred during the Buyout Agreement negotiation and execution process. 26. At the time the check was drawn and cashed, the funds in the account it was drawn on were the property of the new ownership of Great Wall of New York- Kuan He Wu and attendant minority shareholders of the Elmhurst Market. 27. Ms. Pan was aware that said funds belonged to the new ownership of the Elmhurst Market. 28. Ms. Pan intentionally converted the aforementioned funds to the possession of herself and Great Wall of New York in violation of Plaintiffs’ superior tights thereto. 29. Plaintiffs demanded the return of said $13,333.33 after said conversion and Ms. Pan refused to return the same.30. By reason of the foregoing, Plaintiffs have been damaged in the amount of $13,333,33. 31. Furthermore, said acts were done with wanton and willful disregard of Plaintiffs’ rights and without justification. As such, Plaintiffs requests punitive damages in an amount to be determined at trial. AS AND FOR A SECOND CAUSE OF ACTION AS AGAINST DEFENDANT SAI LU PAN 32. Plaintiffs repeat each of the allegations contained in paragraphs numbered “1” through “31” as if fully set forth herein. 33. On or about April 12, 2012, Defendant Sai Lu Pan executed a check drawn on the account of Great Wall of New York in the amount of $12,920.25. 34. This check was made payable to her legal counsel, Wu & Kao. 35. Upon information and belief, said check was delivered to Wu & Kao in satisfaction of legal fees incurred during the Buyout Agreement negotiation and execution process. 36. At the time the check was drawn and cashed, the funds in the account it was drawn on were the property of the new ownership of Great Wall of New York- Kuan He Wu and attendant minority shareholders of the Elmhurst Market. 37. Ms. Pan was aware that said funds belonged to the new ownership of the Elmhurst Market. 38. Ms. Pan intentionally converted the aforementioned funds to the possession of herself and Great Wall of New York in violation of Plaintiffs’ superior rights thereto.39. Plaintiffs demanded the return of said $12,920.25 after said conversion and Ms. Pan refused to return the same. 40. By reason of the foregoing, Plaintiffs have been damaged in the amount of $12,920.25. 41. Furthermore, said acts were done with wanton and willful disregard of Plaintiffs’ rights and without justification. As such, Plaintiffs requests punitive damages in an amount to be determined at trial. AS AND FOR A THIRD CAUSE OF ACTION AS AGAINST DEFENDANT SAI LU PAN 42. Plaintiffs repeats each of the allegations contained in paragraphs numbered “1” through “41” as if fully set forth herein. 43. On or about April 10, 2012, Defendant Sai Lu Pan executed a check drawn on the account of Great Wall of New Jersey in the amount of $13,333.33. 44, This check was made payable to her legal counsel, Wu & Kao. 45. Upon information and belief, check was delivered to Wu & Kao in satisfaction of legal fees incurred during the Buyout Agreement negotiation and execution process. 46. At the time the check was drawn and cashed, the funds in the account it was drawn on were the property of the new ownership of Great Wall of New Jersey- Kuan He Wu and attendant minority shareholders of the New Jersey Market. 47. Ms. Pan was aware that said funds belonged to the new ownership of the New Jersey Market. 48. Plaintiffs demanded the return of said $13,333.33 after said conversion and Ms. Pan refused to return the same.49. By reason of the foregoing. Plaintiffs have been damaged in the amount of 50. Furthermore, said acts were done with wanton and willful disregard of Plaintiffs’ rights and without justification. As such, Plaintiffs requests punitive damages in an amount to be determined at trial. AS AND FOR A FOURTH CAUSE OF ACTION AS AGAINST DEFENDANT SAI LU PAN Sl. Plaintiffs repeat each of the allegations contained in paragraphs numbered “1” through “50” as if fully set forth herein. 52. On or about April 11, 2012, Defendant Sai Lu Pan executed a check drawn on the account of Great Wall of New Jersey in the amount of $12,920.25. 53. This check was made payable to her legal counsel, Wu & Kao. 54. Upon information and belief, said check was delivered to Wu & Kao in satisfaction of legal fees incurred during the Buyout Agreement negotiation and execution process. 55. At the time the check was drawn and cashed, the funds in the account it was drawn on were the property of the new ownership of Great Wall of New Jersey- Kuan He Wu and attendant minority shareholders of the New Jersey Market. 56. Ms. Pan was aware that said funds belonged to Mr. Wu and the New Jersey Market. 57. Ms. Pan intentionally converted the aforementioned funds to the possession of herself and Great Wall of New Jersey in violation of Plaintiffs’ superior rights thereto.58. Plaintiffs demanded the return of said $12,920.25 after said conversion and Ms. Pan refused to return the same. 59. By reason of the foregoing, Plaintiffs have been damaged in the amount of $12,920.25. 60. Furthermore, said acts were done with wanton and willful disregard of Plaintiffs’ rights and without justification. As such, Plaintiffs requests punitive damages in an amount to be determined at trial. AS AND FOR A FIFTH CAUSE OF ACTION AGAINST DEFENDANT SAI LU PAN 61. Plaintiffs repeat each of the allegations contained in paragraphs numbered “1” through “60” as if fully set forth herein. 62. On or about April 10, 2012, Defendant Sai Lu Pan executed a check drawn on the account of Great Wall of Brooklyn in the amount of $12,920.25. 63. This check was made payable to her legal counsel, Wu & Kao. 64. Upon information and belief, said check was delivered to Wu & Kao in satisfaction of legal fees incurred during the Buyout Agreement negotiation and execution process. 65. At the time the check was drawn and cashed, the funds in the account it was drawn on were the property of the new ownership of Great Wall of Brooklyn — Kuan He Wu and attendant minority shareholders of the Brooklyn Market. 66. Ms. Pan was aware that said funds belonged to the new ownership of the Brooklyn Market.67. Ms. Pan intentionally converted the aforementioned funds to the possession of herself and Great Wall of Brooklyn in violation of Plaintiffs’ superior rights thereto. 68. Plaintiffs demanded the return of said $12,920.25 after said conversion and Ms. Pan refused to return the same. 69. By reason of the foregoing, Plaintiffs have been damaged in the amount of 70. Furthermore, said acts were done with wanton and willful disregard of Plaintiffs’ rights and without justification. As such, Plaintiffs requests punitive damages in an amount to be determined at trial. AS AND FOR A SIXTH CAUSE OF ACTION AGAINST DEFENDANT SAI LU PAN 71. Plaintiffs repeat each of the allegations contained in paragraphs numbered “1° through “70” as if fully set forth herein. 72. On or about April 11, 2012, Defendant Sai Lu Pan executed a check drawn on the account of Great Wall of Brooklyn in the amount of $13,333.33. 73. This check was made payable to her legal counsel, Wu & Kao. 74, Upon information and belief, said check was delivered to Wu & Kao in satisfaction of legal fees incurred during the Buyout Agreement negotiation and execution process. 75. At the time the check was drawn and cashed, the funds in the account it was drawn on were the property of the new ownership of Great Wall of Brooklyn- Kuan He Wu and attendant minority shareholders of the Brooklyn Market.76. Ms. Pan was aware that said funds belonged to the new ownership of the Brooklyn Market. 77. Ms. Pan intentionally converted the aforementioned funds to the possession of herself and Great Wall of Brooklyn in violation of Plaintiffs’ superior rights thereto. 7B. Plaintiffs demanded the return of said $13,333.33 after said conversion and Ms. Pan refused to return the same. 79. By reason of the foregoing, Plaintiffs have been damaged in the amount of 80. Furthermore, said acts were done with wanton and willful disregard of Plaintiffs’ rights and without justification. As such, Plaintiffs requests punitive damages in an amount to be determined at trial. AS AND FOR A SEVENTH CAUSE OF ACTION AS AGAINST DEFENDANT SAI LU PAN 81. Plaintiffs repeat each of the allegations contained in paragraphs numbered “1” through “80” of the Complaint as if fully set forth herein. 82. Past the provisions already cited herein, the Buyout Agreements required that Defendant Sai Lu Pan take any steps necessary to ensure that Plaintiff Kuan He Wu would be removed from any financial guarantee obligations and other similar financial arrangements with relation to the supermarket locations retained by Sai Lu Pan including, but not limited to a lease guarantee, commercial loan guarantee, and residential mortgage guarantee. 1083. Mr. Kuan He Wu, since the execution of the Buyout Agreements, has requested that Ms. Sai Lu Pan comply with her contractual duty to remove him from the aforementioned financial obligations several times. 84. Upon information and belief, Sai Lu Pan has neglected to remove Kuan He Wu from the aforementioned financial obligations thereby breaching the terms of the Buyout Agreements. 85. Kuan He Wu, as a result of this breach, has suffered damages in an amount to be determined at trial. 86. Furthermore, given the continuing nature of said financial obligations, Kuan He Wu is entitled to a permanent injunction and specific performance requiring that defendant Sai Lu Pan remove Mr. Kuan He Wu from said financial obligations. AS AND FOR A EIGTH CAUSE OF ACTION AS AGAINST DEFENDANT LI HUI ZHANG 87. Plaintiffs repeat each of the allegations contained in paragraphs numbered “1” through “86” of the Complaint as if fully set forth herein. 88. Past the provisions already cited herein, the Buyout Agreements required that Defendant LI Hui Zhang take any steps necessary to ensure that Plaintiff Kuan He Wu would be removed from any financial guarantee obligations and other similar financial arrangements with relation to the supermarket locations retained by Sai Lu Pan including, but not limited to a lease guarantee, commercial loan guarantee, and residential mortgage guarantee. 89. Mr. Kuan He Wu, since the execution of the Buyout Agreements, has requested that Li Hui Zhang comply with his contractual duty to remove him from the aforementioned financial obligations several times. 1190. Upon information and belief, Li Hui Zhang has neglected to remove Kuan He Wu from the aforementioned financial obligations thereby breaching the terms of the Buyout Agreements. 91. Kuan He Wu, as a result of this breach, has suffered damages in an amount to be determined at trial. 92. Furthermore, given the continuing nature of said financial obligations, Kuan He Wu is entitled to a permanent injunction and specific performance requiring that defendant Sai Lu Pan remove Mr. Kuan He Wu from said financial obligations 12WHEREFORE, Plaintiff respectfully request judgment on all causes of action and the relief requested therein, in their entirety, together with such other and further relief as this Court deems just and proper. Dated: New York, New York August 29, 2013 13 Xie & Associates, P.L.L.C Attorneys for Plaintiffs By: Russell L. Porter, Esq. 401 Broadway, Suite 1010 New York, New York 10013 Tel: (212) 226-0188 Fax: (212) 226-0835SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF KINGS mete nen nnn n ene n nnn nnn en nnn nnn enene nn nnnnnnnmen ena nennnnennnennnenenens, X Index No.: KUAN HE WU, GOOD FORTUNE SUPERMARKET OF ELMHURST, Inc., GOOD FORTUNE SUPERMARKET OF NJ, Inc., and GOOD FORTUNE SUPERMARKET OF BROOKLYN, Inc., VERIFICATION Plaintiffs, - against - SAI LU PAN, and LI HUI ZHANG, Defendants. ween eee ener enne ee een eee eeennnneeennneceeee xX Russell L. Porter, Esq., an attorney duly admitted to practice before the Courts of the State of New York, hereby affirms the following under penalty of perjury pursuant to NY CPLR § 2106: 1. That I am associated with the firm of Xie & Associates, P.L.L.C., attorneys for Plaintiffs in the within action. 2. That I have read the foregoing Verified Complaint and know the contents thereof; that the same is true to the best of my knowledge, except as to those matters therein stated to be alleged upon information and belief, and that as to those matters I believe them to be true. 3. That the reason this verification is not made by Plaintiffs is because they are not located within the County of New York, where I maintain my office. 4, That the source of my knowledge is based upon investigations, reports, records, and communications had with Plaintiff and its representatives. Dated: New York, New York August 29, 2013 Xie & Associates, P.L.L.C. A By: Russell L. Porter, Esq.SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF KINGS note tween enn nen en nen tenn nnn nnn ee nnn nnn en nnn nnn nnn mens X Index No.: KUAN HE WU, GOOD FORTUNE SUPERMARKET OF ELMHURST, Inc., GOOD FORTUNE SUPERMARKET OF NJ, Inc., and GOOD FORTUNE SUPERMARKET OF BROOKLYN, Inc., Plaintiffs, - against - SAI LU PAN. and LI HUI ZHANG, Defendants. ween e cence cence eee eee ene nnn nnn ee nnnennnneeeeeene xX SUMMONS WITH NOTICE AND VERIFIED COMPLAINT Xie & Associates, P.L.L.C. 401 Broadway, Suite 1010 New York, New York 10013 Tel:(212) 226-0188 Fax: (212) 226-0835