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1 Harry I. Price, Esq., BarNo. 077817
Price Law Firm
7 40 Main Street
Los Altos, CA 94022
3 Phone: (650) 949-0840 3/30/2022
Fax:(650) 949-0844
4 Email: hany@priceslaw. com
5 Attorneys for Plaintiffs
6
7
SUPERIORCOURT OF THE STATE OF CALIFORNIA
8
9| COUNTY OF SAN MATEO
10| SS and AR, LLC, a California Limited Liability Case No.22-CIV-01362
Company, and Sudhir Mathur and Shanu Mathur,
Ill individually and dba SafariKid,
COMPLAINTFOR SPECIFIC
12| Plaintiffs, PERFORMANCE,BREACHOF
13| CONTRACT, DECLARATORYRELIEF
V.
TO CONFIRMREINSTATEMENTOF
141 BJJF, LLC, a California Limited Liability COMMERCIAL LEASE, AND
15| Company, and DOES 1 through 10, inclusive, ACCOUNTING
16| Defendants.
17|
18|
Plaintiffs SSandAR, LLC,a California Limited Liability Company, and SudhirMathur
19|
andShanuMathur, individually anddbaSafariKid, (hereinafter collectively "SAFARIKID")
201 allege as follows:
21|
FIRST CAUSE OF ACTION
99 (Specific Performance)
231 1. Plaintiffs SAFARI KID, at all times herein mentioned, were and are, in the case of SS
24| and AR, LLC, a California Limited Liability Company, and in the case of Sudhir Mathur and
25| ShanuMathur, individuals, whosoughtto obtaina commercial facility in SanMateo County,
261 California, forthepurpose ofowningandoperating a pre-school andtoddlercarefacility to
271 provide botha playful environment anda richexperience in earlychildcaredevelopment.
BE
ILAWFIRM SAFARIKID v. BJJF,et al
1
Complaint for SpecificPerformance, Breach ofContract, Declaratory ReliefandAccounting
2. Defendant BJJF,LLC,a California Limited Liability Company, (hereinafter "BJJF"),at
all times hereinmentioned, wasa company operated by its managing member Baljit Johal,andis
the ownerofa parcel ofreal property located inthe city ofSanMateo, County ofSanMateo,
commonly known as 521 E. Fifth Avenue, San Mateo, CA 94402, APN 034-186-090
(hereinafter the "Property"), which Property is the subject of this action.
3. SAFARI KID is ignorant ofthe tme names andcapacities ofthe defendants sued herein
as DOES 1 through 10, and therefore sues said defendants by such fictitious names. SAFARI
8| KIDwill amendthisCOMPLAINTto designatetheirtme namesandcapacitieswhenaccurately
Q
ascertained. SAFARI KID is informed and believes and thereon alleges that eachofthe
10| fictitiously named Defendants claims an interest in the Property, and that the relief requested in
Ill this action is appropriate as to each fictitiously named defendant.
12| 4. The true names and capacities of the fictitiously named Defendants are unknown to
13| SAFARI KID, and will be asserted by appropriate amendment. SAFARI KID is infonned and
14| believes that the defendants sued herein as DOES 1 through 10 are co-partners withJoint
151 venturers with, agents for, altered egos of, guarantors for, or parties who have assumed the
16| obligations of the above-named Defendants herein.
17| 5. SAFARI KID, as Lessee, entered into a written commercial lease agreement with BJJF,
18| as Lessor, for occupancy of the Property dated effective Sept. 17, 2018 (the "Lease
19|
Agreement"). The Lease Agreement contained a term ofyears for a ten (10) year term, ending
201
in September, 2028. Since then, in reliance upon the ten year term ofthe Lease Agreement,
21| SAFARIKIDhas expended, at a substantial cost in excessofOne Million Dollars
22|
($1, 000, 000. 00), money that includes but is not limited to the costs for tenant improvements in
23|
order to cause the construction of a well-suited destination facility for preschoolers and toddlers
241
within the Property, as well as furnishing and establishing the funding requirements for the
251
business. After opening their doors for business, the facility became known not only for its
26|
location andquality staff, but also for its large classrooms, large multi-purpose room and
27| inviting playground area.
^RlC^ SAFARIKID v. BJJF,et al
ILAWFIRMI
Complaint for Specific Performance, Breach ofContract, Declaratory Reliefand Accounting
6. As hasbeenwidely reported, the COVID-19pandemic occurred during the beginning of
the 2020 calendar year, which had a dramatic impact upon all types ofbusinesses. The resulting
'shelter in place" and stay athome orders not only reduced employees going to workplaces, but
also severely reduced the demand for pre-schools and child care facilities. That, in turn, had a
negative impact upon the cash flow rates ofnumerous businesses. It even dampened
commercial lease rates throughout the Bay Area. See: https://www. wsj. com/articles/after-covid-
19-office-leases-largely-come-with-bargain-rates-11617701 423. Many commercial landlords
8, were required to provide concessions, such as free rent, to entice tenants into empty premises.
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7. SAFARI KIDnotified BJJFoftheir strong desire to remain in place through the entire
10| lease term. As a result ofthe pandemic, which included govemmentally issued eviction
Ill moratoriums, during 2020 BJJF agreed in writing to reduce (not defer) the timely collection of
1; all lease payments so as to allow SAFARI KID to remain in place, requesting payments ofonly
1^ $20, 000. 00 per month "until things get back to normal. " This was an agreed upon reduction, not
14| a deferral, of lease payments required to be paid. Since then, in reliance upon BJJF's
15| commitment, SAFARIKIDtimely paidthe reduced amounts.
16|
8. By October, 2021 , SAFARI KID, after explaining the financial impact ofthe prior
17| eighteen months of enduring the pandemic, initiated and began paying the pre-pandemic lease
18| payment rate of $24,317.00 per month to BJJF.
19| 9. Notwithstanding their past lease payment deferral agreement, BJJF(for reasons that have
201 not beenexplained to SAFARI KID)begana series ofattempted "negotiations" during
21| communications that resulted in a December, 2021 "proposal" to SAFARI KID to enter into an
221
Amendment to the Lease Agreement that would effectively provide BJJF, as Lessor, the ability
231 to terminate the Lease Agreement upon six (6) months' written notice to SAFARI KID, as
241 Lessee. That proposed provision, alone, would severely andmaterially changetherights of
251 SAFARI KID to the benefits of its long-term ten year Lease Agreement in an adverse manner.
26|
10. OnJanuary 6, 2022, SAFARIKIDprovided to BJJFa reconciliation ofall payments and
27|
Lease Agreement obligations, demonstrating a financial obligation of $127, 698. 00, and included
Ki SAFARIKID v. BJJF,et al
ILAWFIRM
Complaint for Specific Performance, Breach ofContract, Declaratory ReliefandAccounting
payment in that amount (as if there had been no agreement for reduced payment) as full payment
for all financial obligations thathadbeenin arrears. SAFARIKID simultaneously requested
that BJJFprovide a reconciliation statement oftheir own, iftheir figures differed. To date, they
never have done so.
11. Although BJJFhasacknowledged receipt ofthe payment of$127, 698. 00, whereby
SAFARIKIDbrought all payments current pursuant to the LeaseAgreement not taking into
account the agreement for a reduced payment plan, SAFARI KID is informed and believes that
BJJF has declined to cash said check. Instead, they continue to wish to negotiate a "change in
the term" ofthe Lease Agreement in an effort to destroy a valuable property right of SAFARI
10| KID in the right to possession for the balance of the ten year lease term.
Ill 12. Notwithstanding having received timely payment, throughout the lease term, BJJF has
12| now conjured up two inappropriate "Notices" and caused them to be served upon SAFARI KID,
13| as follows:
14| a. A "Three Day Notice to Pay Rent or Quit, " (the "3 Day Notice") purporting to
15| claim that late fees in the amount of $2, 399. 10 were due and payable for late
16| payments allegedly made since March 17, 2021;and
17| b. A "Notice ofTermination ofTenancy, " (the "30 DayNotice") purporting to
18| require a vacating ofthe Property within thirty (30) days for allegedly paying rent
19| late on more than three separate occasions.
201 13. As to the first 3 Day Notice, SAFARI KID paid that amount ofmoney in protest, because
21| they were never late andshould not berequired to pay for claimed late fees. All rental payments
221
were paid on time pursuant to agreements with BJJF, and all delinquent payments were paid by
231
January, 2022, together with a reconciliation provided by SAFARI KID. It would be wrongful
24| to allow BJJF to claim late fees for a time period when they themselves told SAFARI KID that
25|
there would be no problems in the collection ofthe partial payments during the pandemic.
261
14. As to the second notice, the 30 Day Notice, SAFARI KID paid all rental payments on a
271
timely basis. The payment dates were aligned to the first (1st) ofthe month starting in 2019 as
s^
ILAWFBRM SAFARIKID v. BJJF,et al
Complaint for Specific Performance, Breach of Contract, Declaratory Relief and Accounting
per written request from the BJJF in December 2018. Since then, all rental payments have been
timely made on the 1st ofevery month.
15. SAFARIKID is informed and believes, andthereon alleges, that both of said "Notices"
issued by BJJF are pretextual in nature, all done as part of an effort to intimidate SAFARI KID
into acceptingan amendmentto the LeaseAgreement whichwould cause SAFARIKIDto
forfeit its valuable property right in the ten year term Lease Agreement.
16. SAFARI KID has performed all ofits obligations under the terms ofthe Lease Agreement,
8| except where his performance was prevented or delayed due to acts, conduct and/or representations
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of Defendants BJJF. SAFARI KID has provided accountings to BJJF, and demanded that BJJF
10| perform by accepting rental payments and acknowledging that SAFARI KID is in full compliance
Ill with the Lease Agreement, and that there remain no outstanding financial obligations owed by
12| SAFARI KID pursuant to the Lease Agreement. BJJF has failed and refused to provide an
13| accounting to support its determination that SAFARI KID hasbreached its financial responsibilities
141 pursuant to the Lease Agreement; and, additionally, BJJFhas now chosen to threaten eviction
151 proceedings, despite the fact that there are no grounds for any claim of default.
16| 17. The consideration to be received by each party, as set forth in said Lease Agreement, is
17| the fair and reasonable value of said leasehold interest in the Property and said Lease Agreement
18| is just and reasonable.
19| 18. Plaintiffs SAFARI KID have demanded that Defendant BJJF perform said Lease
20| Agreement contract in accordancewith its provisions, but BJJFhasrefused and still refuses to
21| act in compliance with its obligations, as Lessor to complete performance of the contract for the
22| balance of the ten year lease term.
231 19. Plaintiffs SAFARI KID allege that their interest, as Lessee, in the Property that is the
24| subject of this action is unique and that a pecuniary award would be inadequate. Plaintiffs
251 SAFARI KID seek specific performance ofthe Lease Agreement which is the subject ofthis
261 action, including but not limited to the right to remain in the Property described above for the
271
balance of the ten year lease term, together with all damages resulting to Plaintiffs SAFARI KID
BB
I LAWFIRM SAFARIKID v. BJJF,et al
Complaint for Specific Performance, Breach of Contract, Declaratory Relief and Accounting
by virtue ofthe efforts at frustrating performance ofthe Lease Agreement by said Defendant
BJJF, and as shall appear by appropriate amendment to the complaint at the time of trial. The
reasons why SAFARI KIDS seek said relief include, but are not limited to, the importance of
retaining occupancy for the balanceofthe ten year lease term in order to afford SAFARIKIDS
with the opportunity to recover their investment and make planned profits from the business, as
originally contemplated by all parties. Additionally, childcare is a valuable service in substantial
demandby parents in the community that SAFARIKIDS serves, and it will be a disservice to a
8 great number of families in the San Mateo public community to force a closure ofthe center
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ownedand operated by SAFARIKIDS.
10| 20. Additionally, SAFARI KIDS seeks an order that the agreement for a reduced payment
Ill plan, not a deferred payment plan, be specifically enforced, and that SAFARI KIDS be credited
12| with all overpayments made.
131 21. Said Lease Agreement at paragraph 18, entitled "Costs and Attorneys' Fees" provides,
14| pursuant to Civil Code Section 1717, that if any party institutes an action against another party,
15| the prevailing party shall be entitled to court costs and reasonable attorney's fees, in addition to
16| any otherjudgment ofthe court. By reason ofthe Defendant'sactions. Plaintiffs SAFARIKID
17| have incurred and will continue to incur court costs and reasonable attorneys' fees, and Plaintiffs
18| are informed and believe, and thereon allege, that reasonable attorneys' fees here is the sum of
19| $40, 000. 00 in the event ofjudgment by default and otherwise as the court deems just and
201 reasonable.
21| WHEREFORE,Plaintiffspray for reliefas hereinafter set forth.
22
SECOND CAUSE OF ACTION
(Breach of Contract)
23|
24| 22. SAFARI KID incorporates all the allegations ofthe first cause ofaction as set forth herein.
25| 23. This action is brought and an accounting is sought so that the parties, SAFARI KID and
261 BJJF, will participate in an accounting so that all rental payments that have been paid will be
27| accepted andacknowledged, andifanaccounting demonstrates thatthereremainanyoutstanding
BH
ILAWFBRMI SAFARIKID v. BJJF,et al
Complaint for Specific Perfonnance, Breach ofContract, Declaratory Reliefand Accounting
financial obligations, so asto enable SAFARI KID to make saidpayments so as to be in full
compliance with the Lease Agreement. The effort by BJJFto unilaterally terminate the valuable
property rights held by SAFARI KID in the ten year Lease Agreement should be rejected, as said
conduct isnotpursuantto theLeaseAgreement for the common benefit ofthe parties, andis
contrary to the obligation ofBJJF to preserve and secure to SAFARI KID their respective rights
and interests in the ten year Lease Agreement for the Property identified above.
24. IfBJJF continues to decline to participate in basic management obligations ofaccepting
8i rental payments and acknowledging that the ten year Lease Agreement remains in full force,
Ql
financial losses will be suffered and incurred by SAFARI KID.
10| 25. As a result ofthe actsandconduct ofBJJF, SAFARIKIDhasbeendamaged in an
Ill amount in excess ofthe $25, 000. 00jurisdictional minimum ofthis court for having hadto
12| provide the reconciliation of expenses due in the absence ofreceipt of any financial breakdown
13|
or reconciliation by BJJF,together with the ongoing excess expenses ofhaving to respond to the
14| unfair, inequitable, and uncalled for 3 Day Notice and 30 Day Notice, all of which has
151 contributed to the financial prejudice suffered and incurred by SAFARI KID.
16|
26. SAFARI KID has incurred, and will incur, costs herein, including reasonable attorneys'
17| fees andcosts ofsuit, the exact amount ofwhichhasnot yet beenaccurately ascertained.
18| WHEREFORE,Plaintiffspray for reliefas hereinafterset forth.
19| THIRD CAUSE OF ACTION
201 (Declaratory Relief)
21 27. SAFARI KID incorporates all the allegations of the first and second causes of action as
22| set forth herein.
23| 28. At all times herein mentioned, SAFARI KID was a Lessee and Defendant BJJF was a
24| Lessor ofthe Property as identified above, pursuant to the written Lease Agreement.
25| 29. SAFARI KID, as Lessee, is entitled to all ofthe benefits of ownership ofthe leasehold
26| interest in the Property pursuant to the ten year Lease Agreement.
271
HH
ILAWFIRMI SAFARIKID v. BJJF,et al
Complaint for Specific Perfonnance, Breach ofContract, Declaratory Reliefand Accounting
30. An actual controversy has arisenandnow exists between SAFARIKID and Defendant
BJJF, as Lessee and Lessor, respectively, concerning the respective rights and duties ofthe
parties. SAFARI KID contends that:
A. SAFARIKIDhasperfoimed all ofits obligations undertheterms oftheLeaseAgreement,
except where his performance was prevented or delayed due to acts, conduct and/or
representations of Defendants BJJF;
B. SAFARI KID has provided accurate accountings to BJJF;
8| C. BJJF is required to accept the proffered rental payments and acknowledge that SAFARI KID
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is infull compliance withtheLeaseAgreement, andthatthere remainno outstanding financial
10| obligations owed by SAFARI KIDpursuant to the LeaseAgreement;
Ill D. that SAFARI KID has not breached its financial responsibilities pursuant to the Lease
1; Agreement, so that threatened eviction proceedings have no factual basis as there are no
1: grounds for any claim of default;
14| E. that SAFARI KIDSandBJJFreached anenforceable agreement for a reduced payment
15| plan, not a deferred payment plan, that is specifically enforceable, and that SAFARI KIDS
16| be credited with all overpayments made; and
17| F. That Defendant BJJF should reimburse SAFARI KID for its legal expenses incurred,
18|
because ofthenecessity to bringthe within action asagainst Defendants, and inparticular
19| that Defendants should beresponsible forpayment ofthe costs ofsuit andattorneys' fees
201 incurred herein by SAFARI KID.
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31. SAFARI KID is informed and believes that Defendant BJJF disputes the above contentions
22| and contend, to the contrary, either that SAFARI KID is in default or that it should otherwise be
231
entitled to shorten theten yearterm ofthe LeaseAgreement, andthat it should not be financially
24) responsible for any costs of suit or attorneys' fees incurred herein by SAFARI KIDS.
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32. The rights ofthe parties cannot be ascertained without an accounting of expenses and
261
payments actually made. SAFARIKIDdesires a judicial determination ofthe respective rights
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andduties ofthe parties with respect to the accounting ofexpenses andpayments actually made
Bdl
ILAWFIRMI SAFARIKID v. BJJF,et al
8
Complaint for Specific Performance, Breach ofContract, Declaratory Reliefand Accounting
1
concerning the Lease Agreement for the Property, and the declaration that all financial
obligations be handled by the parties so as to preserve and protect SAFARI KIDS' valuable
property rights in their leasehold interest in the Property pursuant to the ten year Lease
Agreement, and that SAFARI KID be awarded costs and attorney's fees pursuant to statute.
33. Such a declaration is necessary and appropriate at this time in order that SAFARI KID
may ascertain its rights and duties in connection with the leasing, occupancy, management and
control ofthe Property.
8| WHEREFORE, Plaintiffs pray for relief as hereinafter set forth.
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FOURTH CAUSE OF ACTION
(Accounting)
10|
Ill 34. SAFARI KID incorporates all the allegations ofthe first, second and third causes of
action as set forth herein.
1:
13| 35. SAFARI KID hereby demands an accounting by Defendant BJJF as to all of the income
141 and all ofthe expenses ofthe Property and the financial obligations as set forth in and required
151 by the Lease Agreement, and that the payments made by SAFARI KID be fully credited towards
16| the leasehold financial obligations ofSAFARIKID. SAFARIKIDfurther demands that if any
17| discrepancies have resulted, that either SAFARI KID be provided the opportunity to pay said
18| amounts so as to preserve its valuable property rights in their leasehold interest in the Property
19| pursuant to the ten year Lease Agreement, and similarly, if SAFARI KIDS has overpaid, that
20| Defendant BJJFreimburse SAFARIKIDfor any monies that were inaccurately advanced by
21 SAFARI KID, in amounts to be established at trial according to proof. SAFARI KID requests
77 copies of all of the financial books and records kept and maintained by Defendant BJJF in
231 connection with the Lease Agreement for occupancy of the Property.
24| 36. This is an appropriate action which to require Defendants to account for all expenses
251 associated with the Property, and further, to order reimbursement to SAFARI KID for any
26| excess payments inaccurately paid to Defendant BJJFin accordance with the Lease Agreement.
27| WHEREFORE, SAFARI KID prays for judgment against Defendants as follows:
I LAWFIRM SAFARIKID v. BJJF,et al
Complaint for Specific Performance, Breach ofContract, Declaratory Relief and Accounting
1. FIRST CAUSE OF ACTION:
a. For a declaration by the Court detennining that the ten year Lease Agreement is
enforceable as between Plaintiffs and Defendant BJJF;
b. That Defendant BJJFbe ordered to specifically perform said Lease Agreement in
accordance with its provisions, and that BJJF be required to act in compliance with its
obligations as Lessor to complete performance ofthe contract for the balance of the ten
year lease term;
8
c. For delay in performance damages and costs incurred by Plaintiffs in a sum as proven at
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trial, together with interest thereon at the legal rate; and
10 d. For costs ofsuit andattorneys' fees incurred herein
11 2. SECOND CAUSE OF ACTION:
12 a. For general and special damages in an amount in excess of25, 000. 00, according to proof at
13 the time of trial;
14 3. THIRD CAUSE OF ACTION:
15 a. That Defendants,andeachofthem, be made to set forth the nature oftheir claims and
16 contentions, if any they have;
17 b. That this court issue a declaration ofthe respective rights, duties and responsibilities of
18 SAFARI KID and the Defendant BJJF as to their respective leasehold interests in the
19| Property pursuant to the written Lease Agreement, including the following, and that the
20|
contrary claims ofDefendant bejudged to beofno force or effect andvoid, including
21| that:
22
i. SAFARI KID has performed all of its obligations under the terms ofthe Lease
231 Agreement, except where his performance was prevented or delayed due to acts,
24| conductand/orrepresentationsofDefendantsBJJF;
251 ii. SAFARI KID has provided accurate accountings to BJJF;
26|
iii. BJJF is required to accept the proffered rental payments and acknowledge that SAFARI
27| KID is in full compliance with the Lease Agreement, and that there remain no
[PRIC^ SAFARIKIDv. BJJF,et al
10
ILAWFIRM
Complaint for Specific Performance, Breach of Contract, Declaratory Relief and Accounting
outstanding financial obligations owed by SAFARI KID pursuant to the Lease
Agreement;
iv. that SAFARI KID has not breached its financial responsibilities pursuant to the Lease
Agreement, so that threatened eviction proceedings have no factual basis as there are no
grounds for any claim of default;
v. that SAFARI KIDS and BJJF reached an enforceable agreement for a reduced
payment plan, not a deferred payment plan, that is specifically enforceable, and that
8| SAFARI KIDS be credited with all overpayments made; and
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vi. That Defendant BJJFshould reimburse SAFARI KID for its legal expenses incurred,
10| because of the necessity to bring the within action as against Defendants, and in
Ill particular that Defendants should be responsible for payment of the costs of suit and
12| attorneys' fees incurred herein by SAFARIKID;
13| 4. FOURTH CAUSE OF ACTION:
141 a. For an accounting by Defendant BJJFasto all ofthe income and all ofthe expenses of
15| the Property andthe financial obligations as set forth in and required by the Lease
16| Agreement, and that the payments made by SAFARI KID be fully credited towards the
17| leasehold financialobligationsof SAFARIKID;
18| b. That if any discrepanciesare disclosedby said account, that either:
19| i. SAFARI KID be provided the opportunity to pay said amounts so asto preserve its
20| valuable property rights in their leasehold interest in the Property pursuant to the ten
21| year LeaseAgreement; or, alternatively,
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ii. If SAFARIKIDSis found to have overpaid, that DefendantBJJFreimburse SAFARI
231 KID for any monies that were inaccurately advanced by SAFARI KID, in amounts to
24| be establishedat trial accordingto proof; and
251 c. That copies ofall ofthe financial books and records kept and maintained by Defendant
261
BJJF in connection with the Lease Agreement for occupancy ofthe Property be provided
271 to SAFARI KID; and
rora
I LAW FIRM SAFARI KID v. BJJF, et al
11
Complaint for Specific Perfonnance, Breach ofContract, Declaratory Reliefand Accounting
5. ALL CAUSESOF ACTION:
a. For costs of suit incurred herein, including reasonable attorneys' fees; and
b. For such other and for the relief as the court deems just and proper.
Dated: March 30, 2022 Respectfully submitted,
PRICE LAW FIRM
By:
Harry^I. Price
Attorney for Plaintiffs
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I LAW HRM SAFARIKID v. BJJF,et al
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Complaint for Specific PerfonTiance, Breach of Contract, Declaratory Relief and Accounting
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1 Harry I. Price, Esq., BarNo. 077817 Price Law Firm 7 40 Main Street Los Altos, CA 94022 3 Phone: (650) 949-0840 3/30/2022 Fax:(650) 949-0844 4 Email: hany@priceslaw. com 5 Attorneys for Plaintiffs 6 7 SUPERIORCOURT OF THE STATE OF CALIFORNIA 8 9| COUNTY OF SAN MATEO 10| SS and AR, LLC, a California Limited Liability Case No.22-CIV-01362 Company, and Sudhir Mathur and Shanu Mathur, Ill individually and dba SafariKid, COMPLAINTFOR SPECIFIC 12| Plaintiffs, PERFORMANCE,BREACHOF 13| CONTRACT, DECLARATORYRELIEF V. TO CONFIRMREINSTATEMENTOF 141 BJJF, LLC, a California Limited Liability COMMERCIAL LEASE, AND 15| Company, and DOES 1 through 10, inclusive, ACCOUNTING 16| Defendants. 17| 18| Plaintiffs SSandAR, LLC,a California Limited Liability Company, and SudhirMathur 19| andShanuMathur, individually anddbaSafariKid, (hereinafter collectively "SAFARIKID") 201 allege as follows: 21| FIRST CAUSE OF ACTION 99 (Specific Performance) 231 1. Plaintiffs SAFARI KID, at all times herein mentioned, were and are, in the case of SS 24| and AR, LLC, a California Limited Liability Company, and in the case of Sudhir Mathur and 25| ShanuMathur, individuals, whosoughtto obtaina commercial facility in SanMateo County, 261 California, forthepurpose ofowningandoperating a pre-school andtoddlercarefacility to 271 provide botha playful environment anda richexperience in earlychildcaredevelopment. BE ILAWFIRM SAFARIKID v. BJJF,et al 1 Complaint for SpecificPerformance, Breach ofContract, Declaratory ReliefandAccounting 2. Defendant BJJF,LLC,a California Limited Liability Company, (hereinafter "BJJF"),at all times hereinmentioned, wasa company operated by its managing member Baljit Johal,andis the ownerofa parcel ofreal property located inthe city ofSanMateo, County ofSanMateo, commonly known as 521 E. Fifth Avenue, San Mateo, CA 94402, APN 034-186-090 (hereinafter the "Property"), which Property is the subject of this action. 3. SAFARI KID is ignorant ofthe tme names andcapacities ofthe defendants sued herein as DOES 1 through 10, and therefore sues said defendants by such fictitious names. SAFARI 8| KIDwill amendthisCOMPLAINTto designatetheirtme namesandcapacitieswhenaccurately Q ascertained. SAFARI KID is informed and believes and thereon alleges that eachofthe 10| fictitiously named Defendants claims an interest in the Property, and that the relief requested in Ill this action is appropriate as to each fictitiously named defendant. 12| 4. The true names and capacities of the fictitiously named Defendants are unknown to 13| SAFARI KID, and will be asserted by appropriate amendment. SAFARI KID is infonned and 14| believes that the defendants sued herein as DOES 1 through 10 are co-partners withJoint 151 venturers with, agents for, altered egos of, guarantors for, or parties who have assumed the 16| obligations of the above-named Defendants herein. 17| 5. SAFARI KID, as Lessee, entered into a written commercial lease agreement with BJJF, 18| as Lessor, for occupancy of the Property dated effective Sept. 17, 2018 (the "Lease 19| Agreement"). The Lease Agreement contained a term ofyears for a ten (10) year term, ending 201 in September, 2028. Since then, in reliance upon the ten year term ofthe Lease Agreement, 21| SAFARIKIDhas expended, at a substantial cost in excessofOne Million Dollars 22| ($1, 000, 000. 00), money that includes but is not limited to the costs for tenant improvements in 23| order to cause the construction of a well-suited destination facility for preschoolers and toddlers 241 within the Property, as well as furnishing and establishing the funding requirements for the 251 business. After opening their doors for business, the facility became known not only for its 26| location andquality staff, but also for its large classrooms, large multi-purpose room and 27| inviting playground area. ^RlC^ SAFARIKID v. BJJF,et al ILAWFIRMI Complaint for Specific Performance, Breach ofContract, Declaratory Reliefand Accounting 6. As hasbeenwidely reported, the COVID-19pandemic occurred during the beginning of the 2020 calendar year, which had a dramatic impact upon all types ofbusinesses. The resulting 'shelter in place" and stay athome orders not only reduced employees going to workplaces, but also severely reduced the demand for pre-schools and child care facilities. That, in turn, had a negative impact upon the cash flow rates ofnumerous businesses. It even dampened commercial lease rates throughout the Bay Area. See: https://www. wsj. com/articles/after-covid- 19-office-leases-largely-come-with-bargain-rates-11617701 423. Many commercial landlords 8, were required to provide concessions, such as free rent, to entice tenants into empty premises. Q 7. SAFARI KIDnotified BJJFoftheir strong desire to remain in place through the entire 10| lease term. As a result ofthe pandemic, which included govemmentally issued eviction Ill moratoriums, during 2020 BJJF agreed in writing to reduce (not defer) the timely collection of 1; all lease payments so as to allow SAFARI KID to remain in place, requesting payments ofonly 1^ $20, 000. 00 per month "until things get back to normal. " This was an agreed upon reduction, not 14| a deferral, of lease payments required to be paid. Since then, in reliance upon BJJF's 15| commitment, SAFARIKIDtimely paidthe reduced amounts. 16| 8. By October, 2021 , SAFARI KID, after explaining the financial impact ofthe prior 17| eighteen months of enduring the pandemic, initiated and began paying the pre-pandemic lease 18| payment rate of $24,317.00 per month to BJJF. 19| 9. Notwithstanding their past lease payment deferral agreement, BJJF(for reasons that have 201 not beenexplained to SAFARI KID)begana series ofattempted "negotiations" during 21| communications that resulted in a December, 2021 "proposal" to SAFARI KID to enter into an 221 Amendment to the Lease Agreement that would effectively provide BJJF, as Lessor, the ability 231 to terminate the Lease Agreement upon six (6) months' written notice to SAFARI KID, as 241 Lessee. That proposed provision, alone, would severely andmaterially changetherights of 251 SAFARI KID to the benefits of its long-term ten year Lease Agreement in an adverse manner. 26| 10. OnJanuary 6, 2022, SAFARIKIDprovided to BJJFa reconciliation ofall payments and 27| Lease Agreement obligations, demonstrating a financial obligation of $127, 698. 00, and included Ki SAFARIKID v. BJJF,et al ILAWFIRM Complaint for Specific Performance, Breach ofContract, Declaratory ReliefandAccounting payment in that amount (as if there had been no agreement for reduced payment) as full payment for all financial obligations thathadbeenin arrears. SAFARIKID simultaneously requested that BJJFprovide a reconciliation statement oftheir own, iftheir figures differed. To date, they never have done so. 11. Although BJJFhasacknowledged receipt ofthe payment of$127, 698. 00, whereby SAFARIKIDbrought all payments current pursuant to the LeaseAgreement not taking into account the agreement for a reduced payment plan, SAFARI KID is informed and believes that BJJF has declined to cash said check. Instead, they continue to wish to negotiate a "change in the term" ofthe Lease Agreement in an effort to destroy a valuable property right of SAFARI 10| KID in the right to possession for the balance of the ten year lease term. Ill 12. Notwithstanding having received timely payment, throughout the lease term, BJJF has 12| now conjured up two inappropriate "Notices" and caused them to be served upon SAFARI KID, 13| as follows: 14| a. A "Three Day Notice to Pay Rent or Quit, " (the "3 Day Notice") purporting to 15| claim that late fees in the amount of $2, 399. 10 were due and payable for late 16| payments allegedly made since March 17, 2021;and 17| b. A "Notice ofTermination ofTenancy, " (the "30 DayNotice") purporting to 18| require a vacating ofthe Property within thirty (30) days for allegedly paying rent 19| late on more than three separate occasions. 201 13. As to the first 3 Day Notice, SAFARI KID paid that amount ofmoney in protest, because 21| they were never late andshould not berequired to pay for claimed late fees. All rental payments 221 were paid on time pursuant to agreements with BJJF, and all delinquent payments were paid by 231 January, 2022, together with a reconciliation provided by SAFARI KID. It would be wrongful 24| to allow BJJF to claim late fees for a time period when they themselves told SAFARI KID that 25| there would be no problems in the collection ofthe partial payments during the pandemic. 261 14. As to the second notice, the 30 Day Notice, SAFARI KID paid all rental payments on a 271 timely basis. The payment dates were aligned to the first (1st) ofthe month starting in 2019 as s^ ILAWFBRM SAFARIKID v. BJJF,et al Complaint for Specific Performance, Breach of Contract, Declaratory Relief and Accounting per written request from the BJJF in December 2018. Since then, all rental payments have been timely made on the 1st ofevery month. 15. SAFARIKID is informed and believes, andthereon alleges, that both of said "Notices" issued by BJJF are pretextual in nature, all done as part of an effort to intimidate SAFARI KID into acceptingan amendmentto the LeaseAgreement whichwould cause SAFARIKIDto forfeit its valuable property right in the ten year term Lease Agreement. 16. SAFARI KID has performed all ofits obligations under the terms ofthe Lease Agreement, 8| except where his performance was prevented or delayed due to acts, conduct and/or representations Q of Defendants BJJF. SAFARI KID has provided accountings to BJJF, and demanded that BJJF 10| perform by accepting rental payments and acknowledging that SAFARI KID is in full compliance Ill with the Lease Agreement, and that there remain no outstanding financial obligations owed by 12| SAFARI KID pursuant to the Lease Agreement. BJJF has failed and refused to provide an 13| accounting to support its determination that SAFARI KID hasbreached its financial responsibilities 141 pursuant to the Lease Agreement; and, additionally, BJJFhas now chosen to threaten eviction 151 proceedings, despite the fact that there are no grounds for any claim of default. 16| 17. The consideration to be received by each party, as set forth in said Lease Agreement, is 17| the fair and reasonable value of said leasehold interest in the Property and said Lease Agreement 18| is just and reasonable. 19| 18. Plaintiffs SAFARI KID have demanded that Defendant BJJF perform said Lease 20| Agreement contract in accordancewith its provisions, but BJJFhasrefused and still refuses to 21| act in compliance with its obligations, as Lessor to complete performance of the contract for the 22| balance of the ten year lease term. 231 19. Plaintiffs SAFARI KID allege that their interest, as Lessee, in the Property that is the 24| subject of this action is unique and that a pecuniary award would be inadequate. Plaintiffs 251 SAFARI KID seek specific performance ofthe Lease Agreement which is the subject ofthis 261 action, including but not limited to the right to remain in the Property described above for the 271 balance of the ten year lease term, together with all damages resulting to Plaintiffs SAFARI KID BB I LAWFIRM SAFARIKID v. BJJF,et al Complaint for Specific Performance, Breach of Contract, Declaratory Relief and Accounting by virtue ofthe efforts at frustrating performance ofthe Lease Agreement by said Defendant BJJF, and as shall appear by appropriate amendment to the complaint at the time of trial. The reasons why SAFARI KIDS seek said relief include, but are not limited to, the importance of retaining occupancy for the balanceofthe ten year lease term in order to afford SAFARIKIDS with the opportunity to recover their investment and make planned profits from the business, as originally contemplated by all parties. Additionally, childcare is a valuable service in substantial demandby parents in the community that SAFARIKIDS serves, and it will be a disservice to a 8 great number of families in the San Mateo public community to force a closure ofthe center Q ownedand operated by SAFARIKIDS. 10| 20. Additionally, SAFARI KIDS seeks an order that the agreement for a reduced payment Ill plan, not a deferred payment plan, be specifically enforced, and that SAFARI KIDS be credited 12| with all overpayments made. 131 21. Said Lease Agreement at paragraph 18, entitled "Costs and Attorneys' Fees" provides, 14| pursuant to Civil Code Section 1717, that if any party institutes an action against another party, 15| the prevailing party shall be entitled to court costs and reasonable attorney's fees, in addition to 16| any otherjudgment ofthe court. By reason ofthe Defendant'sactions. Plaintiffs SAFARIKID 17| have incurred and will continue to incur court costs and reasonable attorneys' fees, and Plaintiffs 18| are informed and believe, and thereon allege, that reasonable attorneys' fees here is the sum of 19| $40, 000. 00 in the event ofjudgment by default and otherwise as the court deems just and 201 reasonable. 21| WHEREFORE,Plaintiffspray for reliefas hereinafter set forth. 22 SECOND CAUSE OF ACTION (Breach of Contract) 23| 24| 22. SAFARI KID incorporates all the allegations ofthe first cause ofaction as set forth herein. 25| 23. This action is brought and an accounting is sought so that the parties, SAFARI KID and 261 BJJF, will participate in an accounting so that all rental payments that have been paid will be 27| accepted andacknowledged, andifanaccounting demonstrates thatthereremainanyoutstanding BH ILAWFBRMI SAFARIKID v. BJJF,et al Complaint for Specific Perfonnance, Breach ofContract, Declaratory Reliefand Accounting financial obligations, so asto enable SAFARI KID to make saidpayments so as to be in full compliance with the Lease Agreement. The effort by BJJFto unilaterally terminate the valuable property rights held by SAFARI KID in the ten year Lease Agreement should be rejected, as said conduct isnotpursuantto theLeaseAgreement for the common benefit ofthe parties, andis contrary to the obligation ofBJJF to preserve and secure to SAFARI KID their respective rights and interests in the ten year Lease Agreement for the Property identified above. 24. IfBJJF continues to decline to participate in basic management obligations ofaccepting 8i rental payments and acknowledging that the ten year Lease Agreement remains in full force, Ql financial losses will be suffered and incurred by SAFARI KID. 10| 25. As a result ofthe actsandconduct ofBJJF, SAFARIKIDhasbeendamaged in an Ill amount in excess ofthe $25, 000. 00jurisdictional minimum ofthis court for having hadto 12| provide the reconciliation of expenses due in the absence ofreceipt of any financial breakdown 13| or reconciliation by BJJF,together with the ongoing excess expenses ofhaving to respond to the 14| unfair, inequitable, and uncalled for 3 Day Notice and 30 Day Notice, all of which has 151 contributed to the financial prejudice suffered and incurred by SAFARI KID. 16| 26. SAFARI KID has incurred, and will incur, costs herein, including reasonable attorneys' 17| fees andcosts ofsuit, the exact amount ofwhichhasnot yet beenaccurately ascertained. 18| WHEREFORE,Plaintiffspray for reliefas hereinafterset forth. 19| THIRD CAUSE OF ACTION 201 (Declaratory Relief) 21 27. SAFARI KID incorporates all the allegations of the first and second causes of action as 22| set forth herein. 23| 28. At all times herein mentioned, SAFARI KID was a Lessee and Defendant BJJF was a 24| Lessor ofthe Property as identified above, pursuant to the written Lease Agreement. 25| 29. SAFARI KID, as Lessee, is entitled to all ofthe benefits of ownership ofthe leasehold 26| interest in the Property pursuant to the ten year Lease Agreement. 271 HH ILAWFIRMI SAFARIKID v. BJJF,et al Complaint for Specific Perfonnance, Breach ofContract, Declaratory Reliefand Accounting 30. An actual controversy has arisenandnow exists between SAFARIKID and Defendant BJJF, as Lessee and Lessor, respectively, concerning the respective rights and duties ofthe parties. SAFARI KID contends that: A. SAFARIKIDhasperfoimed all ofits obligations undertheterms oftheLeaseAgreement, except where his performance was prevented or delayed due to acts, conduct and/or representations of Defendants BJJF; B. SAFARI KID has provided accurate accountings to BJJF; 8| C. BJJF is required to accept the proffered rental payments and acknowledge that SAFARI KID Q is infull compliance withtheLeaseAgreement, andthatthere remainno outstanding financial 10| obligations owed by SAFARI KIDpursuant to the LeaseAgreement; Ill D. that SAFARI KID has not breached its financial responsibilities pursuant to the Lease 1; Agreement, so that threatened eviction proceedings have no factual basis as there are no 1: grounds for any claim of default; 14| E. that SAFARI KIDSandBJJFreached anenforceable agreement for a reduced payment 15| plan, not a deferred payment plan, that is specifically enforceable, and that SAFARI KIDS 16| be credited with all overpayments made; and 17| F. That Defendant BJJF should reimburse SAFARI KID for its legal expenses incurred, 18| because ofthenecessity to bringthe within action asagainst Defendants, and inparticular 19| that Defendants should beresponsible forpayment ofthe costs ofsuit andattorneys' fees 201 incurred herein by SAFARI KID. 21| 31. SAFARI KID is informed and believes that Defendant BJJF disputes the above contentions 22| and contend, to the contrary, either that SAFARI KID is in default or that it should otherwise be 231 entitled to shorten theten yearterm ofthe LeaseAgreement, andthat it should not be financially 24) responsible for any costs of suit or attorneys' fees incurred herein by SAFARI KIDS. 25| 32. The rights ofthe parties cannot be ascertained without an accounting of expenses and 261 payments actually made. SAFARIKIDdesires a judicial determination ofthe respective rights 27| andduties ofthe parties with respect to the accounting ofexpenses andpayments actually made Bdl ILAWFIRMI SAFARIKID v. BJJF,et al 8 Complaint for Specific Performance, Breach ofContract, Declaratory Reliefand Accounting 1 concerning the Lease Agreement for the Property, and the declaration that all financial obligations be handled by the parties so as to preserve and protect SAFARI KIDS' valuable property rights in their leasehold interest in the Property pursuant to the ten year Lease Agreement, and that SAFARI KID be awarded costs and attorney's fees pursuant to statute. 33. Such a declaration is necessary and appropriate at this time in order that SAFARI KID may ascertain its rights and duties in connection with the leasing, occupancy, management and control ofthe Property. 8| WHEREFORE, Plaintiffs pray for relief as hereinafter set forth. Q FOURTH CAUSE OF ACTION (Accounting) 10| Ill 34. SAFARI KID incorporates all the allegations ofthe first, second and third causes of action as set forth herein. 1: 13| 35. SAFARI KID hereby demands an accounting by Defendant BJJF as to all of the income 141 and all ofthe expenses ofthe Property and the financial obligations as set forth in and required 151 by the Lease Agreement, and that the payments made by SAFARI KID be fully credited towards 16| the leasehold financial obligations ofSAFARIKID. SAFARIKIDfurther demands that if any 17| discrepancies have resulted, that either SAFARI KID be provided the opportunity to pay said 18| amounts so as to preserve its valuable property rights in their leasehold interest in the Property 19| pursuant to the ten year Lease Agreement, and similarly, if SAFARI KIDS has overpaid, that 20| Defendant BJJFreimburse SAFARIKIDfor any monies that were inaccurately advanced by 21 SAFARI KID, in amounts to be established at trial according to proof. SAFARI KID requests 77 copies of all of the financial books and records kept and maintained by Defendant BJJF in 231 connection with the Lease Agreement for occupancy of the Property. 24| 36. This is an appropriate action which to require Defendants to account for all expenses 251 associated with the Property, and further, to order reimbursement to SAFARI KID for any 26| excess payments inaccurately paid to Defendant BJJFin accordance with the Lease Agreement. 27| WHEREFORE, SAFARI KID prays for judgment against Defendants as follows: I LAWFIRM SAFARIKID v. BJJF,et al Complaint for Specific Performance, Breach ofContract, Declaratory Relief and Accounting 1. FIRST CAUSE OF ACTION: a. For a declaration by the Court detennining that the ten year Lease Agreement is enforceable as between Plaintiffs and Defendant BJJF; b. That Defendant BJJFbe ordered to specifically perform said Lease Agreement in accordance with its provisions, and that BJJF be required to act in compliance with its obligations as Lessor to complete performance ofthe contract for the balance of the ten year lease term; 8 c. For delay in performance damages and costs incurred by Plaintiffs in a sum as proven at Q trial, together with interest thereon at the legal rate; and 10 d. For costs ofsuit andattorneys' fees incurred herein 11 2. SECOND CAUSE OF ACTION: 12 a. For general and special damages in an amount in excess of25, 000. 00, according to proof at 13 the time of trial; 14 3. THIRD CAUSE OF ACTION: 15 a. That Defendants,andeachofthem, be made to set forth the nature oftheir claims and 16 contentions, if any they have; 17 b. That this court issue a declaration ofthe respective rights, duties and responsibilities of 18 SAFARI KID and the Defendant BJJF as to their respective leasehold interests in the 19| Property pursuant to the written Lease Agreement, including the following, and that the 20| contrary claims ofDefendant bejudged to beofno force or effect andvoid, including 21| that: 22 i. SAFARI KID has performed all of its obligations under the terms ofthe Lease 231 Agreement, except where his performance was prevented or delayed due to acts, 24| conductand/orrepresentationsofDefendantsBJJF; 251 ii. SAFARI KID has provided accurate accountings to BJJF; 26| iii. BJJF is required to accept the proffered rental payments and acknowledge that SAFARI 27| KID is in full compliance with the Lease Agreement, and that there remain no [PRIC^ SAFARIKIDv. BJJF,et al 10 ILAWFIRM Complaint for Specific Performance, Breach of Contract, Declaratory Relief and Accounting outstanding financial obligations owed by SAFARI KID pursuant to the Lease Agreement; iv. that SAFARI KID has not breached its financial responsibilities pursuant to the Lease Agreement, so that threatened eviction proceedings have no factual basis as there are no grounds for any claim of default; v. that SAFARI KIDS and BJJF reached an enforceable agreement for a reduced payment plan, not a deferred payment plan, that is specifically enforceable, and that 8| SAFARI KIDS be credited with all overpayments made; and Q vi. That Defendant BJJFshould reimburse SAFARI KID for its legal expenses incurred, 10| because of the necessity to bring the within action as against Defendants, and in Ill particular that Defendants should be responsible for payment of the costs of suit and 12| attorneys' fees incurred herein by SAFARIKID; 13| 4. FOURTH CAUSE OF ACTION: 141 a. For an accounting by Defendant BJJFasto all ofthe income and all ofthe expenses of 15| the Property andthe financial obligations as set forth in and required by the Lease 16| Agreement, and that the payments made by SAFARI KID be fully credited towards the 17| leasehold financialobligationsof SAFARIKID; 18| b. That if any discrepanciesare disclosedby said account, that either: 19| i. SAFARI KID be provided the opportunity to pay said amounts so asto preserve its 20| valuable property rights in their leasehold interest in the Property pursuant to the ten 21| year LeaseAgreement; or, alternatively, 77 ii. If SAFARIKIDSis found to have overpaid, that DefendantBJJFreimburse SAFARI 231 KID for any monies that were inaccurately advanced by SAFARI KID, in amounts to 24| be establishedat trial accordingto proof; and 251 c. That copies ofall ofthe financial books and records kept and maintained by Defendant 261 BJJF in connection with the Lease Agreement for occupancy ofthe Property be provided 271 to SAFARI KID; and rora I LAW FIRM SAFARI KID v. BJJF, et al 11 Complaint for Specific Perfonnance, Breach ofContract, Declaratory Reliefand Accounting 5. ALL CAUSESOF ACTION: a. For costs of suit incurred herein, including reasonable attorneys' fees; and b. For such other and for the relief as the court deems just and proper. Dated: March 30, 2022 Respectfully submitted, PRICE LAW FIRM By: Harry^I. Price Attorney for Plaintiffs 10 11 12 13 14 15 16 17 18 19 20 21 22| 2.31 24| 25| 26| 27| KB I LAW HRM SAFARIKID v. BJJF,et al 12 Complaint for Specific PerfonTiance, Breach of Contract, Declaratory Relief and Accounting