Preview
Lenden F. Webb (SBN 236377)
Alyssa B. Kiley (SBN 316358)
WEBB LAW GROUP, APC
466 W. Fallbrook Ave., Suite 102
Fresno, CA 93711
Telephone: (559) 431-4888
Facsimile: (559) 821-4500
Email: LWebb@WebbLawGroup.com
Email: AKiley@WebbLawGroup.com
Attorneys for Plaintiff AGRI EXIM, INC.
RECEIVED
3/2/2021 11:07 AM
FRESNO COUNTY SUPERIOR COURT
: E Alvarado,
SUPERIOR COURT OF THE STATE OF CALIFORNIA
10 COUNTY OF FRESNO
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) CASE NO. 21CECG00054
12 AGRI EXIM, INC., a Dubai corporation, ) Action Filed: January 7, 2021
Assigned to Hon. Rosemary T. McGuire
Trial Date: TBD
13 Plaintiff,
STIPULATION FOR LEAVE TO FILE
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v SECOND AMENDED COMPLAINT;
[PROPOSED] ORDER
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PACIFIC GRAIN & FOODS, LLC., a
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limited liability corporation; and
17 DOES | THROUGH 50, inclusive;
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Defendants.
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STIPULATION FOR LEAVE TO FILE SECOND AMENDED COMPLAINT
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Plaintiff AGRI EXIM, INC. (‘Plaintiff’), and Defendant PACIFIC GRAIN & FOODS,
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LLC. (“Defendant”), by and through their respective counsel of record, hereby stipulate as
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follows:
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1 WHEREAS, the Plaintiff filed a Complaint on January 7, 2021;
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2. WHEREAS, Plaintiff filed a first amended complaint on February 3, 2021, to remove
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the cause of action for Declaratory Relief, and include the causes of action of Common
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Count: Goods and Services Rendered and Common Count: Account Stated.
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STIPULATION FOR LEAVE TO FILE SECOND AMENDED COMPLAINT;
[PROPOSED] ORDER
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t 3. WHEREAS, Plaintiff and Defendant have agreed to stipulate to the filing of Plaintiff's
Second Amended Complaint (“SAC”) to remove the Attorney’s Fee provision from
Complaint and the prayer for relief.
WHEREAS, Plaintiff and Defendant have agreed to stipulate to the filing of Plaintiffs
SAC, a copy of which is attached as Exhibit “1.”
STIPULATION
IT IS HEREBY STIPULATED by and between Plaintiff and Defendant, by and through
their respective attorneys of record, that Plaintiff may file SAC, within twenty (20) days of the
service of the Order below.
10 IT IS FURTHER STIPULATED that Defendant shall have thirty (30) days from the
i service of Plaintiffs’ SAC to file a responsive pleading.
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AS 12 IT IS FURTHER STIPULATED that this Stipulation may be executed in duplicate or
ze
og 13 facsimile copies in place of original signatures.
a¢ 14
Hse
ats IT IS SOSTIPULATED,
awe 15
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DATED: March 1, 2021 WEBB LAW GROUP, APC
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BA o
Teena Webs
th
Alyssa B. Kiley
21 Attorneys for Plaintiff
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DATED: February &% 2021 McCormick Barstow LLP
LY)
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—! —>—)
ristopher nt
26 ttorney for Defendant
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STIPULATION FOR LEAVE TO FILE SECOND AMENDED COMPLAINT;
[PROPOSED] ORDE!
aoe
[PROPOSED] ORDER
2 Pursuant to the parties’ Stipulation, the Court hereby order as follows:
3 1 Plaintiff has twenty (20) days to file their Second Amended Complaint upon entry of
4 this Order;
2. Defendant shall have thirty (30) days upon the service of Plaintiff's Second Amended
6 Complaint to file a responsive pleading.
9 IT IS SO ORDERED,
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DATED:
13 Superior Court Judge
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STIPULATION FOR LEAVE TO FILE SECOND AMENDED COMPLAINT;
[PROPOSED] ORDER
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EXHIBIT 1
Lenden Webb, Esq. (236377)
Alyssa Kiley, Esq. (316358)
WEBB LAW GROUP, APC
466 W. Fallbrook Avenue, Suite 102,
Fresno, CA 93711
Telephone: (559) 431-4888
Facsimile: (559) 821-4500
Email: LWebb@WebbLawGroup.com
Email: AKiley@WebbLawGroup.com
Attorneys for Plaintiff AGRI EXIM, INC.
SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF FRESNO
10
11 CASE NO. 21CECG00054
AGRI EXIM, INC., a Dubai corporation, Action Filed: January 7, 2021
12 Assigned to Hon. Rosemary T. McGuire
Ben Trial Date:
Plaintiff,
13
SECOND AMENDED COMPLAINT FOR
Vv, DAMAGES:
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15 PACIFIC GRAIN & FOODS, LLC., a 1 BREACH OF WRITTEN CONTRACT
limited liability corporation; and 2. COMMON COUNT: GOODS AND
we 16 SERVICES RENDERED
mem DOES | THROUGH 50, inclusive; 3, COMMON COUNT: ACCOUNT
Me
KS 17 STATED
Defendants.
18 DEMAND FOR JURY TRIAL
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PARTIES
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21 1 Plaintiff AGRI EXIM, INC. (hereinafter Plaintiff”) is Dubai corporation, and at
22 all times mentioned in this complaint was engaged in business in Fresno County, California.
23 2. Plaintiff is informed and believes, and thereon alleges that Defendant PACIFIC
24 GRAIN & FOODS, LLC., a California limited liability company, (hereinafter “Defendant,”) at
25 all relevant times was and is a limited liability company registered and authorized to do business,
26 and was and is doing business, in the State of California, and participated in written agreement this
27 complaint seeks to enforce.
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SECOND AMENDED COMPLAINT
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3 The true names and capacities, whether individual, corporate, associate, or
otherwise of Defendants designated as DOES 1 THROUGH 50 inclusive are unknown to Plaintiffs
who therefore sue said Defendants by such fictitious names. Plaintiffs will amend this complaint
to set forth such Defendants’ true names and capacities, together with the appropriate charging
allegations, when the same have been ascertained. Plaintiffs are informed and believe and based
thereon allege that Defendants DOES 1 THROUGH 50, inclusive, were and are qualified to do
business in the State of California and are responsible to Plaintiff thus far on the facts and theories
herein alleged.
4 Plaintiffs are informed and believe and based thereon allege that each Defendant
10 and each Defendant sued as DOE Defendants, was acting for itself or as an agent, servant, partner,
11 employee, or on behalf of a co-Defendant, in doing the things mentioned and alleged in this
12 complaint and was acting in the scope of his or her authority as such an agent, servant, partner,
Ben
13 employee, or co-Defendants or otherwise with the permission and consent of his or her co-
14 Defendants.
15 5 The written agreement mentioned in this Complaint was entered into and to be
we 16 performed in the City of Fresno, County of Fresno, State of California, and the Plaintiffs and
mem
Me
KS 17 Defendants at all times relevant here are located in and/or performed significant business in the
18 County of Fresno, State of California.
19 FACTUAL ALLEGATIONS
20 6. Plaintiff is an international corporation based out of Dubai, United Arab Emirates.
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21 On March 30, 2019, Defendant, by and through its representative Lee Perkins, sent
22 Plaintiff Purchase Order Number 956920 (attached hereto as “Exhibit A,” and referenced
23 hereinafter as “Purchase Order Agreement”)
24 8 Under the written agreement, Defendant agreed to purchase $578,776.00 worth of
25 Chia seeds (hereinafter Product”), from Plaintiff, over the course of 10 months initiating on the
26 date of the order.
27 III
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SECOND AMENDED COMPLAINT
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9. Under the Purchase Order Agreement, payment was due to Plaintiff within 30 days
of Defendant’s receipt of the Product each month.
10. Under the Purchase Order Agreement, the Product was to be delivered by Plaintiff
to Defendant by way of 10 containers, each container containing approximately 44,000 lbs. worth
of Product. Each container of product was valued at approximately $57,877.60.
ll. Subsequent to the April 2020 Purchase Order Agreement, and prior to Plainitff
shipping the ten (10) containers of Product to Defendant, Plaintiff approached Defendant to
purchase two (2) containers weighing approximately 88,000lbs. from Plaintiff's warehouse
situated at Hall's Warehouse Corp., 5 Access Road, Piscataway, NJ 08854, USA, which Plaintiff
10 agreed to ship directly to Defendant’s customer.
11 12. Defendant agreed to purchase the additional Product from Plaintiff, and
12 accordingly, Plaintiff issued the Purchase Order no. 95720 dated July 8, 2019 to Defendant for the
Ben
13 purchase of 88,000 Ibs. (2 containers) of Product from Plaintiff at an aggregate price of
14 $115,720.00.
15 13. Upon receipt of the Purchase Order No. 95720, Defendant and Plaintiff mutually
we 16 agreed to reduce the quantity of the Product ordered under the Purchase Order Agreement (the
mem
Me
KS 17 original written agreement), from 440,000 Ibs. (10 containers) to 352,000 Ibs (8 containers).
18 14. Defendant and Plaintiff mutually agreed to reduce Defendant’s obligation to
19 Plaintiff under the Purchase Order Agreement (PO 956920) by $115,754.12. This reduction
20 brought Defendant’s balance for the original Purchase Order Agreement down to $463,020.80 (the
21 original Purchase Order Agreement and Purchase Order No. 95720 hereinafter referred to
22 cleverly as “written agreements’).
23 15. The combined balance owed to Plaintiff between Purchase Order No. 95720 for
24 $115,720.00 and the Purchase Order Agreement after the mutually agreed upon reduction from
25 $578,776.00 to $463,020.80 created an outstanding balance of $578,740.80 owed to Plaintiff.
26 III
27 III
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SECOND AMENDED COMPLAINT
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16. Of the $578,740.80 owed to Plaintiff, Defendant tendered approximately
$346,776.00 to Plaintiff between March 30, 2019 and August 12, 2020, leaving a remaining
balance of $231,964.80 owed by Defendant to Plaintiff.
17. Plaintiff was assured by Defendant that Defendant would submit payment at the
earliest date possible.
18. As of April 2020, Defendant received the tenth (10" and final truckload of Product,
bringing the total Product delivered by Plaintiff
to Defendant to 440,000 lbs. Delivery of the final
truckload of Product effectively fulfilled the entirety of Plaintiffs obligations under Purchase
Order No. 95720 and the Purchase Order Agreement.
10 19. To date, Plaintiff has made at least three attempts to remedy the outstanding bill by
11 way of written correspondence to Defendant.
12 20. The conditions complained of herein were not caused by any act or omission of any
Ben
13 Plaintiff. Plaintiff attempted to maintain communication with Defendants.
14 FIRST CAUSE OF ACTION
15 Breach of Written Contract
we 16 (By Plaintiff Against All Defendants and Does 1-50)
mem
Me
KS 17 21. Plaintiff re-alleges and incorporates by the reference the allegations in Paragraphs
18 1 through 20 of this Complaint as though fully set forth herein.
19 22. In or about March 30, 2019, Plaintiff and Defendant entered into two written
20 agreements, the original Purchase Order Agreement (Exhibit "A"), and the second written
21 agreement represented by Purchase Order No. 95720.
22 23. Plaintiff performed all of its contractual obligations required by the written
23 agreements, except for those obligations that Plaintiff was excused from performing. The Chia
24 seeds that were the subject of the written agreement were delivered to, and accepted by Defendant
25 over the period of 10 months.
26 24. Defendant breached the written agreement by failing to pay for a portion of the
27 outstanding bill for the delivered Product amounting to approximately $231,964.80.
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SECOND AMENDED COMPLAINT
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25. As a consequence of Defendant's breach of the written agreements, Plaintiff
suffered, and continues to suffer damages amounting to not less than $231,964.80, according to
proof at the evidentiary hearing.
26. Asa further consequence of Defendant’s breach of the written agreements, Plaintiff
has been forced to incur costs of suit in these litigation proceedings.
SECOND CAUSE OF ACTION
Common Count: Goods and Services Rendered
(By Plaintiff Against All Defendants and Does 1-50)
27. Plaintiff re-alleges and incorporates by the reference the allegations in Paragraphs
10 1 through 26 of this Complaint as though fully set forth herein.
11 28. In or about March 30, 2019, Plaintiff and Defendant entered into two written
12 agreements, the original Purchase Order Agreement (Exhibit "A"), and the second written
Ben
13 agreement represented by Purchase Order No. 9572, both for the purchase and delivery of Chia
14 Seeds for Defendant’s benefit.
15 29. Plaintiff performed all of its contractual obligations required by the written
we 16 agreements, except for those obligations that Plaintiff was excused from performing. The Chia
mem
Me
KS 17 seeds that were the subject of the written agreement were delivered to, and accepted by Defendant
18 over the period of 10 months.
19 30. Defendant breached the written agreement by failing to pay for a portion of the
20 outstanding bill for the delivered Product amounting to approximately $231,964.80. Sale prices of
21 chia seeds reflect market value.
22 31. As a consequence of Defendant's breach of the written agreements, Plaintiff
23 suffered, and continues to suffer damages amounting to not less than $231,964.80, according to
24 proof at the evidentiary hearing.
25 III
26 III
27 III
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SECOND AMENDED COMPLAINT
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THIRD CAUSE OF ACTION
Common Count: Account Stated
(By Plaintiff Against All Defendants and Does 1-50)
32. Plaintiff re-alleges and incorporates by the reference the allegations in Paragraphs
1 through 35 of this Complaint as though fully set forth herein.
33. Plaintiff alleges that Defendants became indebted to Plaintiff because an account
was stated in writing by and between Plaintiff and Defendant in which it was agreed that Defendant
was indebted to Plaintiff.
34. Within the last four years, Defendant agreed that the amount that Plaintiff claimed
10 to be due from Defendant was the correct amount owed;
11 35. Defendant promised to pay the stated amount to Plaintiff;
12 36. Defendant has not paid Plaintiff all of the amount owed under this account;
Ben
13 37. $231,964.80, which is the reasonable amount owed, is due and unpaid despite
14 Plaintiff's demand, plus prejudgment interest at the rate of 10 percent per year from the due date
15 of each of the outstanding invoices mentioned in paragraphs 15 and 16 of this Complaint.
we 16 38. Plaintiff
is entitled to attorney fees by statute of in the amount according to proof.
mem
Me
KS 17 III
18 III
19 III
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21 III
22 III
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24 III
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27 III
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SECOND AMENDED COMPLAINT
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PRAYER
WHEREFORE, Plaintiffs request judgment against Defendants, and each of them, for the
following:
1 For general damages in excess of this Court’s minimum jurisdiction, believed to
be not less than $231,964.80;
For special damages according to proof;
For prejudgment interest as provided by law;
For costs of suit incurred herein;
For any other and further relief the court considers just and proper.
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Bea
Dated: February 26, 2021 WEBB LAW GROUP, APC
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£6 15
LENDEN F. WEBB
16 ALYSSA B. KILEY
me Attorneys for Plaintiff AGRI EXIM,
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SECOND AMENDED COMPLAINT
ae
DEMAND FOR JURY TRIAL
Plaintiff demands a trial by jury on all claims so triable.
Dated: February 26, 2021
fei bee
Lenden F. Webb for Plaintiff
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SECOND AMENDED COMPLAINT
aR
EXHIBIT A
xWw N\ wu 4
Purchase Order
GBoOLITC
GRAIN & FOODS. LLC
Purchase Order No, 956920
Pacific Grain & Foods
Vendor No. AGREXI
P.O. Box 3928
Pinedale Station
Fresno, CA 93650
Order From ] Ship To
AGRI RXIM DMCC Pacific Grain & Foods
OFFICE NO.2004 4067 W. Shaw Ave., Suite 116
20TH FLOOR, FORTUNE EXECUTIVE TOW Fresno, CA 93722
DUBAI, U
U,€dntact: KRUTIK SHAH Contact:
Telephone: 91-8655412130 Telephone:
Fax:
E-mail: Krutik Shah
Order Date Customer No. SO# ‘Ordered By Confirmed To Remark
03/30/19 LEE PERKINS KRUTIK
Ship Via F.0.B. Freight Payment Method
TRUCK OAKLAND, CALIF I truckload NET 30 DAYS
Order Unit Extended
Quantity Tax Item Number/ Description Cost Cost
44,000.00 N 180CHOB. U of M: POUNDS 1.3154 57,877.60
CHIA SEED BLACK, ORGANIC Warehouse : MAIN
Req Date: 03/30/19
44,000.00 180CHOB U of M: POUNDS 1.3154 57,877.60
CHIA SEED BLACK, ORGANIC Warehouse : MAIN
Req Date: 04/20/19
44,000.00 180CHOB U of M: POUNDS 1.3154 57,877.60
CHIA SEED BLACK, ORGANIC Warehouse : MAIN
Req Date: 05/25/19
44,000.00 180CHOB UofM: POUNDS 1.3154 57,877.60
CHIA SEED BLACK, ORGANIC Warehouse : MAIN
4 Req Date: 06/20/19
44,000.00 180CHOB UofM: POUNDS 1.3154 57,877.60
CHIA SEED BLACK, ORGANIC Warehouse : MAIN
Req Date: 07/20/19
44,000.00 180CHOB UofM: POUNDS 1.3154 57,877.60
CHIA SEED BLACK, ORGANIC Warehouse : MAIN
Req Date: 08/20/19
44,000.00 180CHOB U of M: POUNDS 1.3154 57,877.60
CHIA SEED BLACK, ORGANIC Warehouse : MAIN
Req Date: 09/20/19
44,000.00 180CHOB UofM: POUNDS 1.3154 57,877.60
CHIA SEED BLACK, ORGANIC Warehouse : MAIN
Req Date: 10/20/19
44,000.00} N 180CHOB U of M: POUNDS 1.3154 57,877.60
Print Date 03/30/19
Print Time 01:52:26 PM
Page No. 1
Printed By: Lee Perkins
Continued on Next Page
Please send all Invoices and supporting documents to: apépacificerainfoods.con
8Sy S\ Y
Purchase Order
G RAIN
BActhic
& FOODS. Lie
Purchase Order No. 956920
Pacific Grain & Foods AGREXI
Vendor No.
P.O. Box 3928
Pinedale Station
Fresno, CA 93650
Order From Ship To
AGRI RXIM DMCC Pacific Grain & Foods
OFFICE NO.2004 4067 W. Shaw Ave., Suite 116
20TH FLOOR, FORTUNE EXECUTIVE TOW Fresno, CA 93722
DUBAI, U
U.Séitact: KRUTIK SHAH Contact:
Telephone: 91-8655412130 Telephone:
Fax:
E-mail: Krutik Shah
Order Date Customer No. SO# Ordered By Confirmed To Remark
03/30/19 LEE PERKINS KRUTIK
Ship Via FOB, Freight Payment Method
TRUCK OAKLAND, CALIF 1 truckload NET 30 DAYS
Order Unit Extended
‘ax Item Number/ Description
Quantity Cost Cost
CHIA SEED BLACK, ORGANIC Warehouse : MAIN
Req Date: 11/20/19
44,000.00] N 180CHOB UofM : POUNDS 1.3154 57,877.60
CHIA SEED BLACK, ORGANIC Warehouse : MAIN
Req Date: 12/01/19
Print Date | 03/30/19 Subtotai 578,776.00
Print Time 01:52:26 PM Freight 0.00
Page No. 2
Printed By: Lee Perkins
Order Total 578,776.00
Please send all Invoices and supporting documents to: apdpacificerainfoods.com
PROOF OF SERVICE
STATE OF CALIFORNIA, COUNTY OF FRESNO
Iam employed in the County of San Diego, State of California. I am over the age of 18
and not a party to the within action; my business address is: 466 West Fallbrook Avenue, Suite
102, Fresno, California 93711. My email address is Office@WebbLawGroup.com.
On March 1, 2021, I served the document(s) described as:
I Stipulation to Leave to File Second Amended Complaint - SIGNED
on the interested parties in this action by placing a true copy thereof enclosed in a sealed
envelope at: San Diego, California, addressed as follows:
Christopher Kent
10 Ben Nicholson
Mary Ramirez
11 MCCORMICK BARSTOW LLP.
ve
12 7647 North Fresno Street
A Fresno, CA 93720
13 Telephone: (559) 433-1300
Email: Christopher.Kent@McCormickBarstow.com
Og 14
Email:Ben.Nicholson@McCormickBarstow.com
<2
15 Email:Mary.Ramirez@McCormickBarstow.com
as 6 Attorney for Defendant Pacific Grain & Foods,
3a
Be 16
Ze LLC.
17
(BY MAIL) I am readily familiar with this business’ practice for collection and
18 processing of correspondence for mailing, and that correspondence, with postage thereon
fully prepaid, will be deposited with the U.S. Postal Service on the date hereinabove in
19 the ordinary course of business, at San Diego, California.
20
XX__(BY E-MAIL) I caused the above-referenced document(s) to be electronically mailed to
21 the offices of the addressee(s) as a courtesy, pursuant to an applicable code or a valid
stipulation. (Served via email pursuant to Emergency Rule 12 and CCP § 1010.6(a)(4).)
22 I did not receive, within a reasonable time after the transmission, any electronic message
23 or other indication that the transmission was unsuccessful.
24
25 Executed on March 1, 2021, at San Diego, California
26 XX_ (STATE) I declare under penalty of perjury under the laws of the State of California that
the foregoing is true and correct.
27
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Preview
Lenden F. Webb (SBN 236377) Alyssa B. Kiley (SBN 316358) WEBB LAW GROUP, APC 466 W. Fallbrook Ave., Suite 102 Fresno, CA 93711 Telephone: (559) 431-4888 Facsimile: (559) 821-4500 Email: LWebb@WebbLawGroup.com Email: AKiley@WebbLawGroup.com Attorneys for Plaintiff AGRI EXIM, INC. RECEIVED 3/2/2021 11:07 AM FRESNO COUNTY SUPERIOR COURT : E Alvarado, SUPERIOR COURT OF THE STATE OF CALIFORNIA 10 COUNTY OF FRESNO 11 ) CASE NO. 21CECG00054 12 AGRI EXIM, INC., a Dubai corporation, ) Action Filed: January 7, 2021 Assigned to Hon. Rosemary T. McGuire Trial Date: TBD 13 Plaintiff, STIPULATION FOR LEAVE TO FILE 14 v SECOND AMENDED COMPLAINT; [PROPOSED] ORDER 15 PACIFIC GRAIN & FOODS, LLC., a 16 limited liability corporation; and 17 DOES | THROUGH 50, inclusive; 18 Defendants. 19 20 STIPULATION FOR LEAVE TO FILE SECOND AMENDED COMPLAINT 21 Plaintiff AGRI EXIM, INC. (‘Plaintiff’), and Defendant PACIFIC GRAIN & FOODS, 22 LLC. (“Defendant”), by and through their respective counsel of record, hereby stipulate as 23 follows: 24 1 WHEREAS, the Plaintiff filed a Complaint on January 7, 2021; 25 2. WHEREAS, Plaintiff filed a first amended complaint on February 3, 2021, to remove 26 the cause of action for Declaratory Relief, and include the causes of action of Common 27 Count: Goods and Services Rendered and Common Count: Account Stated. 28 STIPULATION FOR LEAVE TO FILE SECOND AMENDED COMPLAINT; [PROPOSED] ORDER -1- t 3. WHEREAS, Plaintiff and Defendant have agreed to stipulate to the filing of Plaintiff's Second Amended Complaint (“SAC”) to remove the Attorney’s Fee provision from Complaint and the prayer for relief. WHEREAS, Plaintiff and Defendant have agreed to stipulate to the filing of Plaintiffs SAC, a copy of which is attached as Exhibit “1.” STIPULATION IT IS HEREBY STIPULATED by and between Plaintiff and Defendant, by and through their respective attorneys of record, that Plaintiff may file SAC, within twenty (20) days of the service of the Order below. 10 IT IS FURTHER STIPULATED that Defendant shall have thirty (30) days from the i service of Plaintiffs’ SAC to file a responsive pleading. 5 AS 12 IT IS FURTHER STIPULATED that this Stipulation may be executed in duplicate or ze og 13 facsimile copies in place of original signatures. a¢ 14 Hse ats IT IS SOSTIPULATED, awe 15 16 DATED: March 1, 2021 WEBB LAW GROUP, APC 17 18 19 20 BA o Teena Webs th Alyssa B. Kiley 21 Attorneys for Plaintiff 22 DATED: February &% 2021 McCormick Barstow LLP LY) 23 24 25 —! —>—) ristopher nt 26 ttorney for Defendant 27 28 STIPULATION FOR LEAVE TO FILE SECOND AMENDED COMPLAINT; [PROPOSED] ORDE! aoe [PROPOSED] ORDER 2 Pursuant to the parties’ Stipulation, the Court hereby order as follows: 3 1 Plaintiff has twenty (20) days to file their Second Amended Complaint upon entry of 4 this Order; 2. Defendant shall have thirty (30) days upon the service of Plaintiff's Second Amended 6 Complaint to file a responsive pleading. 9 IT IS SO ORDERED, 10 11 12 DATED: 13 Superior Court Judge 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STIPULATION FOR LEAVE TO FILE SECOND AMENDED COMPLAINT; [PROPOSED] ORDER -3- EXHIBIT 1 Lenden Webb, Esq. (236377) Alyssa Kiley, Esq. (316358) WEBB LAW GROUP, APC 466 W. Fallbrook Avenue, Suite 102, Fresno, CA 93711 Telephone: (559) 431-4888 Facsimile: (559) 821-4500 Email: LWebb@WebbLawGroup.com Email: AKiley@WebbLawGroup.com Attorneys for Plaintiff AGRI EXIM, INC. SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF FRESNO 10 11 CASE NO. 21CECG00054 AGRI EXIM, INC., a Dubai corporation, Action Filed: January 7, 2021 12 Assigned to Hon. Rosemary T. McGuire Ben Trial Date: Plaintiff, 13 SECOND AMENDED COMPLAINT FOR Vv, DAMAGES: 14 15 PACIFIC GRAIN & FOODS, LLC., a 1 BREACH OF WRITTEN CONTRACT limited liability corporation; and 2. COMMON COUNT: GOODS AND we 16 SERVICES RENDERED mem DOES | THROUGH 50, inclusive; 3, COMMON COUNT: ACCOUNT Me KS 17 STATED Defendants. 18 DEMAND FOR JURY TRIAL 19 PARTIES 20 21 1 Plaintiff AGRI EXIM, INC. (hereinafter Plaintiff”) is Dubai corporation, and at 22 all times mentioned in this complaint was engaged in business in Fresno County, California. 23 2. Plaintiff is informed and believes, and thereon alleges that Defendant PACIFIC 24 GRAIN & FOODS, LLC., a California limited liability company, (hereinafter “Defendant,”) at 25 all relevant times was and is a limited liability company registered and authorized to do business, 26 and was and is doing business, in the State of California, and participated in written agreement this 27 complaint seeks to enforce. 28 SECOND AMENDED COMPLAINT -1- 3 The true names and capacities, whether individual, corporate, associate, or otherwise of Defendants designated as DOES 1 THROUGH 50 inclusive are unknown to Plaintiffs who therefore sue said Defendants by such fictitious names. Plaintiffs will amend this complaint to set forth such Defendants’ true names and capacities, together with the appropriate charging allegations, when the same have been ascertained. Plaintiffs are informed and believe and based thereon allege that Defendants DOES 1 THROUGH 50, inclusive, were and are qualified to do business in the State of California and are responsible to Plaintiff thus far on the facts and theories herein alleged. 4 Plaintiffs are informed and believe and based thereon allege that each Defendant 10 and each Defendant sued as DOE Defendants, was acting for itself or as an agent, servant, partner, 11 employee, or on behalf of a co-Defendant, in doing the things mentioned and alleged in this 12 complaint and was acting in the scope of his or her authority as such an agent, servant, partner, Ben 13 employee, or co-Defendants or otherwise with the permission and consent of his or her co- 14 Defendants. 15 5 The written agreement mentioned in this Complaint was entered into and to be we 16 performed in the City of Fresno, County of Fresno, State of California, and the Plaintiffs and mem Me KS 17 Defendants at all times relevant here are located in and/or performed significant business in the 18 County of Fresno, State of California. 19 FACTUAL ALLEGATIONS 20 6. Plaintiff is an international corporation based out of Dubai, United Arab Emirates. 7 21 On March 30, 2019, Defendant, by and through its representative Lee Perkins, sent 22 Plaintiff Purchase Order Number 956920 (attached hereto as “Exhibit A,” and referenced 23 hereinafter as “Purchase Order Agreement”) 24 8 Under the written agreement, Defendant agreed to purchase $578,776.00 worth of 25 Chia seeds (hereinafter Product”), from Plaintiff, over the course of 10 months initiating on the 26 date of the order. 27 III 28 SECOND AMENDED COMPLAINT -2- 9. Under the Purchase Order Agreement, payment was due to Plaintiff within 30 days of Defendant’s receipt of the Product each month. 10. Under the Purchase Order Agreement, the Product was to be delivered by Plaintiff to Defendant by way of 10 containers, each container containing approximately 44,000 lbs. worth of Product. Each container of product was valued at approximately $57,877.60. ll. Subsequent to the April 2020 Purchase Order Agreement, and prior to Plainitff shipping the ten (10) containers of Product to Defendant, Plaintiff approached Defendant to purchase two (2) containers weighing approximately 88,000lbs. from Plaintiff's warehouse situated at Hall's Warehouse Corp., 5 Access Road, Piscataway, NJ 08854, USA, which Plaintiff 10 agreed to ship directly to Defendant’s customer. 11 12. Defendant agreed to purchase the additional Product from Plaintiff, and 12 accordingly, Plaintiff issued the Purchase Order no. 95720 dated July 8, 2019 to Defendant for the Ben 13 purchase of 88,000 Ibs. (2 containers) of Product from Plaintiff at an aggregate price of 14 $115,720.00. 15 13. Upon receipt of the Purchase Order No. 95720, Defendant and Plaintiff mutually we 16 agreed to reduce the quantity of the Product ordered under the Purchase Order Agreement (the mem Me KS 17 original written agreement), from 440,000 Ibs. (10 containers) to 352,000 Ibs (8 containers). 18 14. Defendant and Plaintiff mutually agreed to reduce Defendant’s obligation to 19 Plaintiff under the Purchase Order Agreement (PO 956920) by $115,754.12. This reduction 20 brought Defendant’s balance for the original Purchase Order Agreement down to $463,020.80 (the 21 original Purchase Order Agreement and Purchase Order No. 95720 hereinafter referred to 22 cleverly as “written agreements’). 23 15. The combined balance owed to Plaintiff between Purchase Order No. 95720 for 24 $115,720.00 and the Purchase Order Agreement after the mutually agreed upon reduction from 25 $578,776.00 to $463,020.80 created an outstanding balance of $578,740.80 owed to Plaintiff. 26 III 27 III 28 SECOND AMENDED COMPLAINT -3- 16. Of the $578,740.80 owed to Plaintiff, Defendant tendered approximately $346,776.00 to Plaintiff between March 30, 2019 and August 12, 2020, leaving a remaining balance of $231,964.80 owed by Defendant to Plaintiff. 17. Plaintiff was assured by Defendant that Defendant would submit payment at the earliest date possible. 18. As of April 2020, Defendant received the tenth (10" and final truckload of Product, bringing the total Product delivered by Plaintiff to Defendant to 440,000 lbs. Delivery of the final truckload of Product effectively fulfilled the entirety of Plaintiffs obligations under Purchase Order No. 95720 and the Purchase Order Agreement. 10 19. To date, Plaintiff has made at least three attempts to remedy the outstanding bill by 11 way of written correspondence to Defendant. 12 20. The conditions complained of herein were not caused by any act or omission of any Ben 13 Plaintiff. Plaintiff attempted to maintain communication with Defendants. 14 FIRST CAUSE OF ACTION 15 Breach of Written Contract we 16 (By Plaintiff Against All Defendants and Does 1-50) mem Me KS 17 21. Plaintiff re-alleges and incorporates by the reference the allegations in Paragraphs 18 1 through 20 of this Complaint as though fully set forth herein. 19 22. In or about March 30, 2019, Plaintiff and Defendant entered into two written 20 agreements, the original Purchase Order Agreement (Exhibit "A"), and the second written 21 agreement represented by Purchase Order No. 95720. 22 23. Plaintiff performed all of its contractual obligations required by the written 23 agreements, except for those obligations that Plaintiff was excused from performing. The Chia 24 seeds that were the subject of the written agreement were delivered to, and accepted by Defendant 25 over the period of 10 months. 26 24. Defendant breached the written agreement by failing to pay for a portion of the 27 outstanding bill for the delivered Product amounting to approximately $231,964.80. 28 SECOND AMENDED COMPLAINT -4- 25. As a consequence of Defendant's breach of the written agreements, Plaintiff suffered, and continues to suffer damages amounting to not less than $231,964.80, according to proof at the evidentiary hearing. 26. Asa further consequence of Defendant’s breach of the written agreements, Plaintiff has been forced to incur costs of suit in these litigation proceedings. SECOND CAUSE OF ACTION Common Count: Goods and Services Rendered (By Plaintiff Against All Defendants and Does 1-50) 27. Plaintiff re-alleges and incorporates by the reference the allegations in Paragraphs 10 1 through 26 of this Complaint as though fully set forth herein. 11 28. In or about March 30, 2019, Plaintiff and Defendant entered into two written 12 agreements, the original Purchase Order Agreement (Exhibit "A"), and the second written Ben 13 agreement represented by Purchase Order No. 9572, both for the purchase and delivery of Chia 14 Seeds for Defendant’s benefit. 15 29. Plaintiff performed all of its contractual obligations required by the written we 16 agreements, except for those obligations that Plaintiff was excused from performing. The Chia mem Me KS 17 seeds that were the subject of the written agreement were delivered to, and accepted by Defendant 18 over the period of 10 months. 19 30. Defendant breached the written agreement by failing to pay for a portion of the 20 outstanding bill for the delivered Product amounting to approximately $231,964.80. Sale prices of 21 chia seeds reflect market value. 22 31. As a consequence of Defendant's breach of the written agreements, Plaintiff 23 suffered, and continues to suffer damages amounting to not less than $231,964.80, according to 24 proof at the evidentiary hearing. 25 III 26 III 27 III 28 SECOND AMENDED COMPLAINT -5- THIRD CAUSE OF ACTION Common Count: Account Stated (By Plaintiff Against All Defendants and Does 1-50) 32. Plaintiff re-alleges and incorporates by the reference the allegations in Paragraphs 1 through 35 of this Complaint as though fully set forth herein. 33. Plaintiff alleges that Defendants became indebted to Plaintiff because an account was stated in writing by and between Plaintiff and Defendant in which it was agreed that Defendant was indebted to Plaintiff. 34. Within the last four years, Defendant agreed that the amount that Plaintiff claimed 10 to be due from Defendant was the correct amount owed; 11 35. Defendant promised to pay the stated amount to Plaintiff; 12 36. Defendant has not paid Plaintiff all of the amount owed under this account; Ben 13 37. $231,964.80, which is the reasonable amount owed, is due and unpaid despite 14 Plaintiff's demand, plus prejudgment interest at the rate of 10 percent per year from the due date 15 of each of the outstanding invoices mentioned in paragraphs 15 and 16 of this Complaint. we 16 38. Plaintiff is entitled to attorney fees by statute of in the amount according to proof. mem Me KS 17 III 18 III 19 III 20 III 21 III 22 III 23 III 24 III 25 III 26 III 27 III 28 SECOND AMENDED COMPLAINT -6- PRAYER WHEREFORE, Plaintiffs request judgment against Defendants, and each of them, for the following: 1 For general damages in excess of this Court’s minimum jurisdiction, believed to be not less than $231,964.80; For special damages according to proof; For prejudgment interest as provided by law; For costs of suit incurred herein; For any other and further relief the court considers just and proper. 10 11 12 Bea Dated: February 26, 2021 WEBB LAW GROUP, APC 1 sm gS 14 £6 15 LENDEN F. WEBB 16 ALYSSA B. KILEY me Attorneys for Plaintiff AGRI EXIM, ms KS 17 INC. 18 19 20 21 22 23 24 25 26 2. 28 SECOND AMENDED COMPLAINT ae DEMAND FOR JURY TRIAL Plaintiff demands a trial by jury on all claims so triable. Dated: February 26, 2021 fei bee Lenden F. Webb for Plaintiff 10 11 12 Bea 13 14 15 16 me ms KS 17 18 19 20 21 22 23 24 25 26 27, 28 SECOND AMENDED COMPLAINT aR EXHIBIT A xWw N\ wu 4 Purchase Order GBoOLITC GRAIN & FOODS. LLC Purchase Order No, 956920 Pacific Grain & Foods Vendor No. AGREXI P.O. Box 3928 Pinedale Station Fresno, CA 93650 Order From ] Ship To AGRI RXIM DMCC Pacific Grain & Foods OFFICE NO.2004 4067 W. Shaw Ave., Suite 116 20TH FLOOR, FORTUNE EXECUTIVE TOW Fresno, CA 93722 DUBAI, U U,€dntact: KRUTIK SHAH Contact: Telephone: 91-8655412130 Telephone: Fax: E-mail: Krutik Shah Order Date Customer No. SO# ‘Ordered By Confirmed To Remark 03/30/19 LEE PERKINS KRUTIK Ship Via F.0.B. Freight Payment Method TRUCK OAKLAND, CALIF I truckload NET 30 DAYS Order Unit Extended Quantity Tax Item Number/ Description Cost Cost 44,000.00 N 180CHOB. U of M: POUNDS 1.3154 57,877.60 CHIA SEED BLACK, ORGANIC Warehouse : MAIN Req Date: 03/30/19 44,000.00 180CHOB U of M: POUNDS 1.3154 57,877.60 CHIA SEED BLACK, ORGANIC Warehouse : MAIN Req Date: 04/20/19 44,000.00 180CHOB U of M: POUNDS 1.3154 57,877.60 CHIA SEED BLACK, ORGANIC Warehouse : MAIN Req Date: 05/25/19 44,000.00 180CHOB UofM: POUNDS 1.3154 57,877.60 CHIA SEED BLACK, ORGANIC Warehouse : MAIN 4 Req Date: 06/20/19 44,000.00 180CHOB UofM: POUNDS 1.3154 57,877.60 CHIA SEED BLACK, ORGANIC Warehouse : MAIN Req Date: 07/20/19 44,000.00 180CHOB UofM: POUNDS 1.3154 57,877.60 CHIA SEED BLACK, ORGANIC Warehouse : MAIN Req Date: 08/20/19 44,000.00 180CHOB U of M: POUNDS 1.3154 57,877.60 CHIA SEED BLACK, ORGANIC Warehouse : MAIN Req Date: 09/20/19 44,000.00 180CHOB UofM: POUNDS 1.3154 57,877.60 CHIA SEED BLACK, ORGANIC Warehouse : MAIN Req Date: 10/20/19 44,000.00} N 180CHOB U of M: POUNDS 1.3154 57,877.60 Print Date 03/30/19 Print Time 01:52:26 PM Page No. 1 Printed By: Lee Perkins Continued on Next Page Please send all Invoices and supporting documents to: apépacificerainfoods.con 8Sy S\ Y Purchase Order G RAIN BActhic & FOODS. Lie Purchase Order No. 956920 Pacific Grain & Foods AGREXI Vendor No. P.O. Box 3928 Pinedale Station Fresno, CA 93650 Order From Ship To AGRI RXIM DMCC Pacific Grain & Foods OFFICE NO.2004 4067 W. Shaw Ave., Suite 116 20TH FLOOR, FORTUNE EXECUTIVE TOW Fresno, CA 93722 DUBAI, U U.Séitact: KRUTIK SHAH Contact: Telephone: 91-8655412130 Telephone: Fax: E-mail: Krutik Shah Order Date Customer No. SO# Ordered By Confirmed To Remark 03/30/19 LEE PERKINS KRUTIK Ship Via FOB, Freight Payment Method TRUCK OAKLAND, CALIF 1 truckload NET 30 DAYS Order Unit Extended ‘ax Item Number/ Description Quantity Cost Cost CHIA SEED BLACK, ORGANIC Warehouse : MAIN Req Date: 11/20/19 44,000.00] N 180CHOB UofM : POUNDS 1.3154 57,877.60 CHIA SEED BLACK, ORGANIC Warehouse : MAIN Req Date: 12/01/19 Print Date | 03/30/19 Subtotai 578,776.00 Print Time 01:52:26 PM Freight 0.00 Page No. 2 Printed By: Lee Perkins Order Total 578,776.00 Please send all Invoices and supporting documents to: apdpacificerainfoods.com PROOF OF SERVICE STATE OF CALIFORNIA, COUNTY OF FRESNO Iam employed in the County of San Diego, State of California. I am over the age of 18 and not a party to the within action; my business address is: 466 West Fallbrook Avenue, Suite 102, Fresno, California 93711. My email address is Office@WebbLawGroup.com. On March 1, 2021, I served the document(s) described as: I Stipulation to Leave to File Second Amended Complaint - SIGNED on the interested parties in this action by placing a true copy thereof enclosed in a sealed envelope at: San Diego, California, addressed as follows: Christopher Kent 10 Ben Nicholson Mary Ramirez 11 MCCORMICK BARSTOW LLP. ve 12 7647 North Fresno Street A Fresno, CA 93720 13 Telephone: (559) 433-1300 Email: Christopher.Kent@McCormickBarstow.com Og 14 Email:Ben.Nicholson@McCormickBarstow.com <2 15 Email:Mary.Ramirez@McCormickBarstow.com as 6 Attorney for Defendant Pacific Grain & Foods, 3a Be 16 Ze LLC. 17 (BY MAIL) I am readily familiar with this business’ practice for collection and 18 processing of correspondence for mailing, and that correspondence, with postage thereon fully prepaid, will be deposited with the U.S. Postal Service on the date hereinabove in 19 the ordinary course of business, at San Diego, California. 20 XX__(BY E-MAIL) I caused the above-referenced document(s) to be electronically mailed to 21 the offices of the addressee(s) as a courtesy, pursuant to an applicable code or a valid stipulation. (Served via email pursuant to Emergency Rule 12 and CCP § 1010.6(a)(4).) 22 I did not receive, within a reasonable time after the transmission, any electronic message 23 or other indication that the transmission was unsuccessful. 24 25 Executed on March 1, 2021, at San Diego, California 26 XX_ (STATE) I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. 27 28