10 1. 13 14 15 16 aw 18 19 20 21 22 23]| 24 25 26 27 28 Richard Gibson, 111535 GIBSON LAW, PC 21031 Ventura Blvd., Suite 1006 ‘Woodland Hills, California 91364 Telephone: 818-716-7950 Facsimile: _ 818-716-7995 E-mail: Rick@GibsonLawLA.com TORRANCE MP, LLC, dba THE MELTING POT and MICHAEL RUBIN, Plaintiffs, v. DAFC LP FINANCIAL CENTER, LP, and Does | to 15, Defendants. ) ) ) ) ) ) ) ) d ) ) ) ) ) ) ) ) 1 ~ FIRST AMENDED COMPLAINT Attorney for TORRANCE MP, LLC and MICHAEL RUBIN SUPERIOR COURT FOR THE STATE OF CALIFORNIA FOR THE COUNTY OF LOS ANGELES | STANLEY MOSK COURTHOUSE CASE NO. FIRST AMENDED COMPLAINT FOR: (1) BREACH OF WRITTEN LEASE. CONTRACT; (2) BREACH OF IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING; (3) FRAUD - CONCEALMENT; (4) FRAUD - FALSE PROMISE; (S) RESCISSION - FRAUD; (©) RECSCISSION - FAILURE OF CONSIDERATION; and (7) DECLARATORY RELIEF.10 qt 12 13 14 1s 16 47 18 19 20} 21 22 23 24 25 26 27 28 Plaintiffs TORRANCE MP, LLC dba THE MELTING POT and MICHAEL RUBIN allege as follows: TORRANCE MP, LLC (hereinafter “TMP”) is a limited liability company organized and existing under the laws of the State of California. Its principal place of business is located in the City of Torrance, County of Los Angeles. TMP does business under the fictious business name “The Melting Pot”. MICHAEL RUBIN (hereinaiter “RUBIN”) is an individual resident in the County | of Orange, State of California. Defendant DAFC LP FINANCIAL CENTER, LP, (“hereinafter “DAFC LP”) isa limited partnership organized and existing under the laws of the State of California, whose executive offices are located in the Los Angeles, County of Los Angeles. DAFC LP is the legal owner of that certain real property commonly known as the Del Amo Financial Center, whose street address is 21515-21615 Hawthome Boulevard, Torrance, CA 90503 (the “CENTER.”) Plaintiff has previously amended the Complaint to name DAFC Partners, Inc. (hereinafter referred to as “DAFC INC.”) as Doe Defendant Number 1. DAFC INC.. is a corporation duly organized and existing under the laws of the State of California. Its principal place of business is located in the City of Los Angeles, County of Los Angeles. DAFC INC is currently general partner of DAFC LP, and, as such, is liable for all debts and other obligations of DAFC LP. Plaintiff has previously amended the Complaint to name Jamison Services, Inc. (hereinafter “JAMISON SERVICES") as Doe Defendant Number 2. JAMISON 2-FIRST AMENDED COMPLAINT10 11 12 13 14 15 16 17 18} 19 20 2. 22 23 24 25 26 27 28 SERVICES is a corporation duly organized and existing under the laws of the State of California, Its principal place of business is located in the City of Los Angeles, County of Los Angeles. DAFC LP has executed an Assignment of Rents and a Cash Management Agreement, whereby all funds generated by DAFC LP are controlled by JAMISON SERVICES. Plaintiff has previously amended the Complaint to name Jamison Holdings, LP, (hereinafter “JAMISON HOLDINGS”) as Doe Defendant Number 3. JAMISON HOLDINGS is, upon information and belief, a limited partnership organized and existing under the laws of the State of California. Its principal place of business is located in the City of Los Angeles, County of Los Angeles. JAMISON HOLDINGS is the largest holder of limited partner ownership interests in DAFC LP. Plaintiff has previously amended the Complaint to name Jamison Partners, LP, (hereinafter “JAMISON PARTNERS”) as Doe Defendant Number 4. JAMISON PARTNERS is, upon information and belief, a limited partnership organized and existing under the laws of the State of California. Its principal place of business is located in the City of Los Angeles, County of Los Angeles. JAMISON PARTNERS was formerly the general partner of DAFC, LP, and, as such, is liable for all ofits debts and other obligations. Plaintiff has previously amended the Complaint to name Jamison Properties, Inc., (hereinafter “JAMISON PROPERTIES”) as Doe Defendant Number 5. JAMISON PROPERTIES is a corporation organized and existing under the laws of the State of California. Its principal place of business is located in the City of Los Angeles, 3 FIRST AMENDED COMPLAINT21 22 23 24 25 26 27 28 10. County of Los Angeles. JAMISON PROPERTIES has an exclusive management agreement with DAFC LP, under which JAMISON PROPERTIES has total control over the maintenance and repairs of the real property owned by DAFC LP. IAMISON PROPERTIES is liable for DAFC LP's performance under DAFC LP's lease contract with TMP as the agent of DAFC LP, with sole control over the Property. Plaintiff has previously amended the Complaint to name David Y. Lee (hereinafter “DR. LEE”) as Doe Defendant Number 6. DR. LEE is an individual who, upon information and belief, resides in the County of Los Angeles. DR. LEE is the 100% owner of DAFC INC. DR. LEE controls and manages all of the Defendants. DAFC LP, DAFC INC., JAMISON HOLDINGS, JAMISON PARTNERS, JAMISON PROPERITES, JAMISON SERVICES and DR. LEE are all alter egos of| cach other, The corporate distinctions between these entities should be set aside, and all of them treated as a single entity for purposes of this lawsuit. Plaintiff is informed and believes, and thereupon alleges, that the corporate veil between these entities should be pierced, and all of them treated as one entity, for the following reasons: a. DAFC, LP presents itself as the owner of the Center. Under the terms of the Lease between TMP and DAFC, LP, DAFC, LP was careful to attempt limit all landlord lial ity to DAFC, LP. DAFC, LP, however, was carefully structured so that it has no substantial assets, beyond ownership of the CENTER, no management control over the CENTER, and no control over the cash flow from the CENTER. JAMISON PROPERTIES, not DAFC, LP, has complete control 4— FIRST AMENDED COMPLAINT10 11} 12 13 14 15 16 a7 18 19 20 21 Be 23 24 25|| 26 27 28 over management of the CENTER. JAMISON SERVICES, INC., not DAFC, LP, has complete control over the cash flow from the CENTER. DAFC, LP isa shell entity, established only for the purpose of holding bare legal title to the CENTER. .. All of these entities, and in particular DAFC LP and DAFC INC. are undercapitalized. ‘There is extensive comingling of asserts between these entities. JAMISON SERVICES controls all of the cash of DAFC LP under the contracts referenced above. JAMISON PROPERTIES totally controls the day-to-day managing of DAFCLP. |. These entities fail to observe corporate formalities. All of these entities are dominated and controlled by DR. LEE, who operates all of these entities as if they were a single business. f. All of these entities use the same office. Alll of these entities share many management employees. |. All of these entities use a common in-house legal staff. Most or all of these entities share the same registered agent for service of process. ‘These entities extensively share offices, directors and other executives who, in one way or another, control the common business entity. .. These entities were deliberately structured to defraud creditors. DAFC LP was set up to have the liabilities with TMP. DAFC LP, however, was intentionally structured so that it would not have enough capital to pay its debts. The current 5 —FIRST AMENDED COMPLAINT10 i 12 13 14 1s 16 17 18 19 20 21 22 23 24 25|| 26 27 28 1. 12. 13. 14. ‘general partner of DAFC LP, DAFC ING, isa single purpose entity, set up for the sole purpose of serving as the general partner of DAFC LP. Upon information and belief, DAFC INC, however is an empty corporate shell, with. no assets or income of its own, which is entirely controlled by DR LEE. Plaintiffs do not know the true names and corporate forms of the other Defendants, who are therefore sued under the fictious names Does 7 through 15. Upon information and belief, Plaintiffs allege that the Doe Defendants acted in concert with DAFC LP and are otherwise responsible for the damages to Plaintiffs. At such time as Plaintiffs leam their true names and corporate forms, Plaintiffs shall amend this Complaint to state the names and corporate forms of the Doe Defendants. FIRST CAUSE OF ACTION: BREACH OF WRITTEN LEASE CONTRACT By Plaintiff TMP Against All Defendants ‘The allegations set forth above are hereby realigned as though fully set forth herein. On or about January 18, 2008, TMP and DAFC LP entered into that certain Retail Lease, a true copy of which is attached hereto as Exhibit A. Under the Retail Lease, ‘TMP leased from DAFC LP a retail space within the CENTER, within which TMP ‘was to build and operate a Melting Pot restaurant. ‘The Melting Pot is a nationally franchised chain of upper-end dinner-oriented restaurants. The Melting Pot is a relatively expensive restaurant. It primarily serves customers wanting a romantic, dining experience, and individuals and groups 6 - FIRST AMENDED COMPLAINT