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1 LEIB M. LERNER (SBN 227323)
Email: leib.lerner@alston.com 3/12/2021
2 JONATHAN J. KIM (SBN 312145)
Email: jonathan.kim@alston.com
3 OMAR MORQUECHO (SBN 333647)
Email: omar.morquecho@alston.com
4 ALSTON & BIRD LLP
333 South Hope Street, 16th Floor
5 Los Angeles, CA 90071-1410
Telephone: 213-576-1000
6 Attorneys for Plaintiff
REC AMERICAS LLC
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SUPERIOR COURT OF THE STATE OF CALIFORNIA
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FOR THE COUNTY OF SAN MATEO
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11 REC Americas LLC, a Delaware Limited Case No. 21-CIV-01329
CaseNumber
Liability Company,
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Plaintiff, COMPLAINT FOR:
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v. (1) BREACH OF CONTRACT
14 (2) ACCOUNT STATED
Solar Star LLC, a Nevada Limited Liability
15 Company, Lifetime Solar LLC, a Nevada
Limited Liability Company, and DOES 1
16 through 10.
17 Defendants.
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Complaint for Breach of Contract and Account Stated
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Plaintiff REC Americas LLC alleges against defendants Solar Star LLC, Lifetime
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Solar LLC, and DOES 1 through 10 as follows:
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THE PARTIES
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1. Plaintiff REC Americas LLC (“REC”), at all relevant times, was and is a
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Limited Liability Company organized and existing under the laws of the State of Delaware,
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with its principal place of business at 1820 Gateway Drive, Suite 170, San Mateo, California
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94404. At all times material to this action, REC was, and is, engaged in the business of
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supplying reliable sources of clean energy throughout North America.
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2. Defendant Solar Star LLC (“Solar Star”), at all relevant times, was and is a
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Limited Liability Company organized and existing under the laws of the State of Nevada,
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with its principal place of business at 4560 S. Arville Street, Suite C-20, Las Vegas, Nevada
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89103. Based on information and belief, at all times material to this action, Solar Star was,
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and is, engaged in the business of distributing commercial and residential solar units.
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Additionally, at all times material to this action, Solar Star had a fictitious business name
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registered with the state of Nevada as “Solar Star dba Lifetime Solar.”
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3. Defendant Lifetime Solar LLC (“Lifetime Solar”), at all relevant times, was
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and is a Limited Liability Company organized and existing under the laws of the State of
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Nevada, with its principal place of business at 4083 Dean Martin Drive, Las Vegas, Nevada
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89103. Based on information and belief, at all times material to this section, Lifetime Solar
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was, and is, engaged in the business of distributing commercial and residential solar units.
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4. REC does not know the true names and capacities, whether individual,
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corporate, associate, or otherwise, of the defendants named herein as DOES 1 through 10,
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and therefore sues those defendants by such fictitious names. REC will seek leave to amend
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this Complaint to set forth those defendants’ true names and capacities when they become
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known.
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5. REC is informed and believes, and thereupon alleges, that there is, and at all
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times relevant hereto, such a unity of interest and ownership among Solar Star, Lifetime
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Complaint for Breach of Contract and Account Stated
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Solar, and DOES 1 through 10 that any individuality or separateness has ceased to exist and
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each said defendant has become the alter ego of the other said defendants. The adherence to
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the fiction of the separate existence of each said defendant would, under the circumstances,
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sanction a fraud, promote injustice, and permit an inequitable result.
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6. At all times relevant hereto, each of the defendants was the agent, servant,
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employee, partner, joint venture, or joint employer with or of each of the remaining
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defendants and at all times defendants were acting within the purpose and scope of said
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agency, employment, and joint venture, so that each defendant has ratified and approved the
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acts of the remaining defendants.
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VENUE AND JURISDICTION
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7. Venue is proper in this judicial district because the acts and omissions
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complained of took place in this judicial district.
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8. This court has jurisdiction over Solar Star, Lifetime Solar, and DOES 1 through
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10 (collectively “Defendants”) because they have voluntarily availed themselves to the
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jurisdiction of this State by engaging in business in California and through its specific
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involvement with the acts that give rise to the claims asserted herein. Defendants entered into
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California seeking business, entered into contracts in California for the supply of residential
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and commercial solar systems, and availed themselves to the benefit of California’s laws and
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regulations.
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9. This is an “unlimited civil case” because REC is seeking damages of more than
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$25,000, exclusive of attorney’s fees, interests, and costs.
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BACKGROUND FACTS
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10. On November 18, 2020, Defendants made an order of 990 solar modules from
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REC. Defendants requested that 363 solar modules be shipped in November, and that 627
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more be shipped in December.
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11. On November 24, 2020, REC shipped 297 solar modules for the agreed amount
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price of $61,369.28, plus an additional $5,142.75 in taxes. Payment for this order was due by
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Complaint for Breach of Contract and Account Stated
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December 24, 2020. A true and correct copy of the November 24, 2020 invoice is attached
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as Exhibit A.
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12. On November 25, 2020, REC shipped 66 more solar modules for the agreed
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amount price of $14,333.55, plus an additional $1,201.15 in taxes. Payment for this order
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was due by December 25, 2020. A true and correct copy of the November 25, 2020 invoice
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is attached as Exhibit B.
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13. On December 11, 2020, REC shipped 297 solar modules for the agreed amount
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price of $57,454.65, plus an additional $4,814.70 in taxes. Payment for this order was due
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immediately on December 11, 2020. A true and correct copy of this first December 11, 2020
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invoice is attached as Exhibit C.
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14. On the same day, REC shipped an additional 330 solar modules for the agreed
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amount price of $46,860.00, plus an additional $3,926.87 in taxes. Payment for this order
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was also due immediately on December 11, 2020. A true and correct copy of this second
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December 11, 2020 invoice is attached as Exhibit D.1
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15. REC delivered the solar modules to Defendants in all four instances. However,
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Defendants failed to pay any of the money owed and due to REC by the due dates despite
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being signatories under the Invoices.
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16. REC rendered full and complete performance of its obligations under the
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Invoices, and Defendants are beneficiaries as the recipients of the solar modules. The total
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outstanding balance for the four orders is $195,102.95.
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17. On December 30, 2020, Lifetime Solar sent an email to REC denying liability
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for the December 11, 2020 orders.
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18. On February 11, 2021, REC’s counsel sent a demand letter to Solar Star and
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Lifetime Solar requesting that the total outstanding balance be paid in full by February 22,
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2021. Lifetime Solar did not respond to this letter. On February 12, Solar Star responded by
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denying any liability. The same day, REC’s counsel informed Solar Star that both Solar Star
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28 The November 24, November 25, and December 11 invoices collectively referred herein
as the “Invoices.”
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Complaint for Breach of Contract and Account Stated
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and Lifetime Solar were equally liable under the Invoices as signatories. Solar Star did not
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respond. A true and correct copy of the demand letter is attached hereto as Exhibit E.
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19. Despite each of the Defendants being indisputably contractually liable for the
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outstanding balance, each of them has refused to pay any sum to satisfy in whole or in part
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the outstanding balance.
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FIRST CAUSE OF ACTION
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(Breach of Contract)
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20. REC realleges by reference each, every, and all of the allegations of paragraphs
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1 through 19, inclusive, above, and hereby incorporates the same as though fully set forth at
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length herein.
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21. Pursuant to the Invoices, which were supported by valuable consideration,
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Defendants are legally obligated to pay REC the total outstanding balance of $195,102.95.
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22. REC has performed all conditions, covenants and promises required of it under
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the invoices, except to the extent that such performance has been prevented, excused, or
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waived.
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23. Defendants breached their obligation by failing to pay the balance owed under
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the invoices by December 11, December 24, and December 25, 2020.
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24. REC notified Solar Star and Lifetime Solar of their breach of obligations under
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the Invoices. REC has requested that Defendants comply with their contractual obligations
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and pay the monies owed and due to REC. However, Defendants have failed to do so, and
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refuse to pay the total outstanding balance of $195,102.95. Instead, Defendants have tried to
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avoid paying the outstanding balance owed to REC by denying liability and shifting the
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blame to each other, a dispute that does not impact the validity of REC’s claims.
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25. As a direct and proximate result of the breach by Defendants, REC has been
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damaged in the amount of $195,102.95.
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26. Defendants, and each of them, are liable for breach of the Invoices as the alter
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ego of each other, and as the agent, servant, employee, partner, joint venture, or joint
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Complaint for Breach of Contract and Account Stated
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employer with or of each of the Defendants and at all times Defendants were acting within
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the purpose and scope of said agency, employment, and joint venture, so that each defendant
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has ratified and approved the acts of the remaining defendants.
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SECOND CAUSE OF ACTION
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(Account Stated)
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27. REC realleges by reference each, every, and all of the allegations of paragraphs
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1 through 26, inclusive, above, and hereby incorporates the same as though fully set forth at
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length herein.
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28. Defendants owe REC money from a financial transaction, namely, on the
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Invoices from REC to Defendants for solar modules in the amount totaling $195,102.95.
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These transactions established the relationship between the parties with Defendants, as
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buyers, and REC, as seller.
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29. REC submitted an accounting in writing of the amount owed to it by
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Defendants. Defendants, by words, conduct, and writing, agreed that the amount stated in the
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account was the correct amount owed to REC.
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30. Defendants, by words and conduct, promised to pay the stated amount to REC.
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Defendants agreed to pay REC the total amount of $195,102.95, with $113,056.22 due no
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later than December 11, 2020 (See Exhs. C, D), $66,512.03 due no later than December 24,
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2020 (See Ex. A), and $15,534.70 due no later than December 25, 2020 (See Ex. B).
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However, Defendants have failed to pay any amount in satisfaction of the Invoices.
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31. The outstanding and unpaid balance on the Invoices that Defendants have not
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paid REC is $195,102.95, and Defendants continue to owe such outstanding amount to REC.
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32. Defendants, and each of them, are liable for the outstanding balance under the
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Invoices as the alter ego of each other, and as the agent, servant, employee, partner, joint
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venture, or joint employer with or of each of the Defendants and at all times Defendants were
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acting within the purpose and scope of said agency, employment, and joint venture, so that
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each defendant has ratified and approved the acts of the remaining defendants.
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Complaint for Breach of Contract and Account Stated
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PRAYER FOR RELIEF
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WHEREFORE, Plaintiff prays that judgement be entered in its favor as follows:
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1. Damages according to proof in the amount no less than $195,102.95;
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2. For costs of suit;
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3. For pre-judgment interest at the maximum legal rate as provided by California
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law;
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4. For attorney’s fees pursuant to Civ. Code. § 1717.5; and
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5. Such other and further relief that the Court deems just and proper.
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10 Dated: March 12, 2021 LEIB M. LERNER
JONATHAN KIM
11 OMAR MORQUECHO
ALSTON & BIRD LLP
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13 By:
Omar Morquecho
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Attorneys for Plaintiff
15 REC AMERICAS LLC
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Complaint for Breach of Contract and Account Stated
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1 LEIB M. LERNER (SBN 227323) Email: leib.lerner@alston.com 3/12/2021 2 JONATHAN J. KIM (SBN 312145) Email: jonathan.kim@alston.com 3 OMAR MORQUECHO (SBN 333647) Email: omar.morquecho@alston.com 4 ALSTON & BIRD LLP 333 South Hope Street, 16th Floor 5 Los Angeles, CA 90071-1410 Telephone: 213-576-1000 6 Attorneys for Plaintiff REC AMERICAS LLC 7 8 SUPERIOR COURT OF THE STATE OF CALIFORNIA 9 FOR THE COUNTY OF SAN MATEO 10 11 REC Americas LLC, a Delaware Limited Case No. 21-CIV-01329 CaseNumber Liability Company, 12 Plaintiff, COMPLAINT FOR: 13 v. (1) BREACH OF CONTRACT 14 (2) ACCOUNT STATED Solar Star LLC, a Nevada Limited Liability 15 Company, Lifetime Solar LLC, a Nevada Limited Liability Company, and DOES 1 16 through 10. 17 Defendants. 18 19 20 21 22 23 24 25 26 27 28 Complaint for Breach of Contract and Account Stated 1 Plaintiff REC Americas LLC alleges against defendants Solar Star LLC, Lifetime 2 Solar LLC, and DOES 1 through 10 as follows: 3 THE PARTIES 4 1. Plaintiff REC Americas LLC (“REC”), at all relevant times, was and is a 5 Limited Liability Company organized and existing under the laws of the State of Delaware, 6 with its principal place of business at 1820 Gateway Drive, Suite 170, San Mateo, California 7 94404. At all times material to this action, REC was, and is, engaged in the business of 8 supplying reliable sources of clean energy throughout North America. 9 2. Defendant Solar Star LLC (“Solar Star”), at all relevant times, was and is a 10 Limited Liability Company organized and existing under the laws of the State of Nevada, 11 with its principal place of business at 4560 S. Arville Street, Suite C-20, Las Vegas, Nevada 12 89103. Based on information and belief, at all times material to this action, Solar Star was, 13 and is, engaged in the business of distributing commercial and residential solar units. 14 Additionally, at all times material to this action, Solar Star had a fictitious business name 15 registered with the state of Nevada as “Solar Star dba Lifetime Solar.” 16 3. Defendant Lifetime Solar LLC (“Lifetime Solar”), at all relevant times, was 17 and is a Limited Liability Company organized and existing under the laws of the State of 18 Nevada, with its principal place of business at 4083 Dean Martin Drive, Las Vegas, Nevada 19 89103. Based on information and belief, at all times material to this section, Lifetime Solar 20 was, and is, engaged in the business of distributing commercial and residential solar units. 21 4. REC does not know the true names and capacities, whether individual, 22 corporate, associate, or otherwise, of the defendants named herein as DOES 1 through 10, 23 and therefore sues those defendants by such fictitious names. REC will seek leave to amend 24 this Complaint to set forth those defendants’ true names and capacities when they become 25 known. 26 5. REC is informed and believes, and thereupon alleges, that there is, and at all 27 times relevant hereto, such a unity of interest and ownership among Solar Star, Lifetime 28 -1- Complaint for Breach of Contract and Account Stated 1 Solar, and DOES 1 through 10 that any individuality or separateness has ceased to exist and 2 each said defendant has become the alter ego of the other said defendants. The adherence to 3 the fiction of the separate existence of each said defendant would, under the circumstances, 4 sanction a fraud, promote injustice, and permit an inequitable result. 5 6. At all times relevant hereto, each of the defendants was the agent, servant, 6 employee, partner, joint venture, or joint employer with or of each of the remaining 7 defendants and at all times defendants were acting within the purpose and scope of said 8 agency, employment, and joint venture, so that each defendant has ratified and approved the 9 acts of the remaining defendants. 10 VENUE AND JURISDICTION 11 7. Venue is proper in this judicial district because the acts and omissions 12 complained of took place in this judicial district. 13 8. This court has jurisdiction over Solar Star, Lifetime Solar, and DOES 1 through 14 10 (collectively “Defendants”) because they have voluntarily availed themselves to the 15 jurisdiction of this State by engaging in business in California and through its specific 16 involvement with the acts that give rise to the claims asserted herein. Defendants entered into 17 California seeking business, entered into contracts in California for the supply of residential 18 and commercial solar systems, and availed themselves to the benefit of California’s laws and 19 regulations. 20 9. This is an “unlimited civil case” because REC is seeking damages of more than 21 $25,000, exclusive of attorney’s fees, interests, and costs. 22 BACKGROUND FACTS 23 10. On November 18, 2020, Defendants made an order of 990 solar modules from 24 REC. Defendants requested that 363 solar modules be shipped in November, and that 627 25 more be shipped in December. 26 11. On November 24, 2020, REC shipped 297 solar modules for the agreed amount 27 price of $61,369.28, plus an additional $5,142.75 in taxes. Payment for this order was due by 28 -2- Complaint for Breach of Contract and Account Stated 1 December 24, 2020. A true and correct copy of the November 24, 2020 invoice is attached 2 as Exhibit A. 3 12. On November 25, 2020, REC shipped 66 more solar modules for the agreed 4 amount price of $14,333.55, plus an additional $1,201.15 in taxes. Payment for this order 5 was due by December 25, 2020. A true and correct copy of the November 25, 2020 invoice 6 is attached as Exhibit B. 7 13. On December 11, 2020, REC shipped 297 solar modules for the agreed amount 8 price of $57,454.65, plus an additional $4,814.70 in taxes. Payment for this order was due 9 immediately on December 11, 2020. A true and correct copy of this first December 11, 2020 10 invoice is attached as Exhibit C. 11 14. On the same day, REC shipped an additional 330 solar modules for the agreed 12 amount price of $46,860.00, plus an additional $3,926.87 in taxes. Payment for this order 13 was also due immediately on December 11, 2020. A true and correct copy of this second 14 December 11, 2020 invoice is attached as Exhibit D.1 15 15. REC delivered the solar modules to Defendants in all four instances. However, 16 Defendants failed to pay any of the money owed and due to REC by the due dates despite 17 being signatories under the Invoices. 18 16. REC rendered full and complete performance of its obligations under the 19 Invoices, and Defendants are beneficiaries as the recipients of the solar modules. The total 20 outstanding balance for the four orders is $195,102.95. 21 17. On December 30, 2020, Lifetime Solar sent an email to REC denying liability 22 for the December 11, 2020 orders. 23 18. On February 11, 2021, REC’s counsel sent a demand letter to Solar Star and 24 Lifetime Solar requesting that the total outstanding balance be paid in full by February 22, 25 2021. Lifetime Solar did not respond to this letter. On February 12, Solar Star responded by 26 denying any liability. The same day, REC’s counsel informed Solar Star that both Solar Star 27 1 28 The November 24, November 25, and December 11 invoices collectively referred herein as the “Invoices.” -3- Complaint for Breach of Contract and Account Stated 1 and Lifetime Solar were equally liable under the Invoices as signatories. Solar Star did not 2 respond. A true and correct copy of the demand letter is attached hereto as Exhibit E. 3 19. Despite each of the Defendants being indisputably contractually liable for the 4 outstanding balance, each of them has refused to pay any sum to satisfy in whole or in part 5 the outstanding balance. 6 FIRST CAUSE OF ACTION 7 (Breach of Contract) 8 20. REC realleges by reference each, every, and all of the allegations of paragraphs 9 1 through 19, inclusive, above, and hereby incorporates the same as though fully set forth at 10 length herein. 11 21. Pursuant to the Invoices, which were supported by valuable consideration, 12 Defendants are legally obligated to pay REC the total outstanding balance of $195,102.95. 13 22. REC has performed all conditions, covenants and promises required of it under 14 the invoices, except to the extent that such performance has been prevented, excused, or 15 waived. 16 23. Defendants breached their obligation by failing to pay the balance owed under 17 the invoices by December 11, December 24, and December 25, 2020. 18 24. REC notified Solar Star and Lifetime Solar of their breach of obligations under 19 the Invoices. REC has requested that Defendants comply with their contractual obligations 20 and pay the monies owed and due to REC. However, Defendants have failed to do so, and 21 refuse to pay the total outstanding balance of $195,102.95. Instead, Defendants have tried to 22 avoid paying the outstanding balance owed to REC by denying liability and shifting the 23 blame to each other, a dispute that does not impact the validity of REC’s claims. 24 25. As a direct and proximate result of the breach by Defendants, REC has been 25 damaged in the amount of $195,102.95. 26 26. Defendants, and each of them, are liable for breach of the Invoices as the alter 27 ego of each other, and as the agent, servant, employee, partner, joint venture, or joint 28 -4- Complaint for Breach of Contract and Account Stated 1 employer with or of each of the Defendants and at all times Defendants were acting within 2 the purpose and scope of said agency, employment, and joint venture, so that each defendant 3 has ratified and approved the acts of the remaining defendants. 4 SECOND CAUSE OF ACTION 5 (Account Stated) 6 27. REC realleges by reference each, every, and all of the allegations of paragraphs 7 1 through 26, inclusive, above, and hereby incorporates the same as though fully set forth at 8 length herein. 9 28. Defendants owe REC money from a financial transaction, namely, on the 10 Invoices from REC to Defendants for solar modules in the amount totaling $195,102.95. 11 These transactions established the relationship between the parties with Defendants, as 12 buyers, and REC, as seller. 13 29. REC submitted an accounting in writing of the amount owed to it by 14 Defendants. Defendants, by words, conduct, and writing, agreed that the amount stated in the 15 account was the correct amount owed to REC. 16 30. Defendants, by words and conduct, promised to pay the stated amount to REC. 17 Defendants agreed to pay REC the total amount of $195,102.95, with $113,056.22 due no 18 later than December 11, 2020 (See Exhs. C, D), $66,512.03 due no later than December 24, 19 2020 (See Ex. A), and $15,534.70 due no later than December 25, 2020 (See Ex. B). 20 However, Defendants have failed to pay any amount in satisfaction of the Invoices. 21 31. The outstanding and unpaid balance on the Invoices that Defendants have not 22 paid REC is $195,102.95, and Defendants continue to owe such outstanding amount to REC. 23 32. Defendants, and each of them, are liable for the outstanding balance under the 24 Invoices as the alter ego of each other, and as the agent, servant, employee, partner, joint 25 venture, or joint employer with or of each of the Defendants and at all times Defendants were 26 acting within the purpose and scope of said agency, employment, and joint venture, so that 27 each defendant has ratified and approved the acts of the remaining defendants. 28 -5- Complaint for Breach of Contract and Account Stated 1 PRAYER FOR RELIEF 2 WHEREFORE, Plaintiff prays that judgement be entered in its favor as follows: 3 1. Damages according to proof in the amount no less than $195,102.95; 4 2. For costs of suit; 5 3. For pre-judgment interest at the maximum legal rate as provided by California 6 law; 7 4. For attorney’s fees pursuant to Civ. Code. § 1717.5; and 8 5. Such other and further relief that the Court deems just and proper. 9 10 Dated: March 12, 2021 LEIB M. LERNER JONATHAN KIM 11 OMAR MORQUECHO ALSTON & BIRD LLP 12 13 By: Omar Morquecho 14 Attorneys for Plaintiff 15 REC AMERICAS LLC 16 17 18 19 20 21 22 23 24 25 26 27 28 -6- Complaint for Breach of Contract and Account Stated