Case Law

1 LISA E.
SPIWAK, SBN 131587 Electronically FILED by

SPIWAK & IEZZA, LLP Superior Court of California,
County of Los Angeles
2 555 Marin Street, Suite 140 4/12/2024 11:31 AM
Thousand Oaks, CA 91360 David W. Slayton,
3 Executive Officer/Clerk of Court,
Telephone: (805) 777-1175 By D. Ludwig, Deputy Clerk
4
Attorneys for Plaintiff
5 INCENTAX, LLC, a Delaware limited liability company
6
7
8 SUPERIOR COURT OF THE STATE OF CALIFORNIA
9 FOR THE COUNTY OF LOS ANGELES
10
11 INCENTAX, LLC, a Delaware limited ) Case No. 24NNCV00936
liability company, )
12 ) [Unlimited Civil - $100,276.29]
Plaintiff, )
13 vs. ) VERIFIED COMPLAINT FOR
) DAMAGES BASED UPON:
14 GOURMET SERVICES INC., a Georgia
15
16
17
corporation; VALERIE GOLDSTON, an
individual; CHANDLER SCOTT, an
individual and DOES 1-10,
Defendant(s).
l 1. BREACH OF WRITTEN
CONTRACT;
2. BREACH OF THE IMPLIED
COVENANT OF GOOD FAITH
AND FAIR DEALING;
3. GOODS AND SERVICES
RENDERED;
18 4. ACCOUNT STATED;
________________I)
5. OPEN BOOK ACCOUNT;
19 6. QUANTUM MERUIT
20 Plaintiff, INCENTAX, LLC, a Delaware corporation, alleges the following:
21 GENERAL ALLEGATIONS
22 1. Plaintiff, INCENTAX, LLC, a Delaware corporation ("INCENTAX" or "Plaintiff'),
23 is, and at all times herein mentioned was, a Delaware limited liability company doing business in the
24 county of Los Angeles and the State of California.
25 2. Defendant GOURMET SERVICES, INC., a Georgia corporation (hereinafter
26 "Gourmet Services" or "Defendant"), is a Georgia corporation organized and existing under and
27 pursuant to the laws of the State of Georgia and doing business in the County of Fulton, Georgia and
28 is registered to the address at 260 Peachtree Street, Suite 1500, Atlanta, Georgia, 30303.
-I-
COMPLAINT
24NNCV00936
1 3. Defendant Valerie M. Goldston, an individual ("Goldston"), is an individual, and was,
2 at all relevant times, the Chief Executive Officer of Gourmet Services, and a shareholder to whom the
3 benefits of the contract at issue herein directly benefited on an individual basis. Goldston's address
4 as CEO of Gourmet Services is 260 Peachtree Street, Suite 1500, Atlanta, Georgia, 30303.
5 4. Defendant Chandler Scott, an individual ("Scott") (collectively "Defendants"), is an
6 individual, and was, at all relevant times, the Chief Financial Officer of Gourmet Services, and, upon
7 information and belief, a shareholder to whom the benefits of the contract at issue herein directly
8 benefited on an individual basis. Scott's address as CFO of Gourmet Services is 260 Peachtree
9 Street, Suite 1500, Atlanta, Georgia, 30303.
10 5. Upon information and belief, Henry Bentford is the registered agent for service of
11 process for Gourmet Services.
12 6. The true names and capacities of Defendants DOES 1 through 10, inclusive, whether
13 individual, corporate, associate, or otherwise, are unknown to Plaintiff at this time, who therefore
14 sues said Defendants by such fictitious names, and when the true names and capacities of such
15 Defendants are ascertained, Plaintiff will seek leave of Court to amend this Complaint to insert name.
16 Plaintiff is informed and believes and thereon alleges that each Defendant named as a DOE is
17 responsible for each and every act and obligation hereafter set forth.
18 7. Plaintiff is informed and believes and thereon alleges that each Defendant named in
19 this Complaint was at all times herein mentioned and now is the agent, servant and employee of the
20 other Defendants herein, and was at all such times acting within the course and scope of said agency
21 and employment and with the consent and permission of each of the other co-Defendants, and each of
22 the Defendants herein ratified each of the acts of each of the other co-Defendants, and each of them.
23 8. Plaintiff is informed and believes and thereon alleges that Goldston and Scott are, and
24 at all times herein mentioned were, the alter ego of Gourmet Services and there exists, and at all
25 times herein mentioned has existed, a unity of interest and ownership between Gourmet Services and
26 Goldston and Scott such that any separateness has ceased to exist.
27 9. Plaintiff is further informed and believes and thereon alleges that Goldston and
28 Scott, on the one hand, and Gourmet Services, on the other, are, and at all times herein mentioned
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COMPLAINT
2 4N N CV O O 93 6
1 were, alter egos and there exists, and at all times herein mentioned has existed, a unity of interes
2 and ownership between Gourmet Services and Goldston and Scott such that any separateness
3 between them has ceased to exist in that Goldston and Scott completely controlled, dominated,
4 managed, and operated Gourmet Services to suit the convenience of Goldston and Scott.
5 10. Plaintiff is informed and believes and thereon alleges that Gourmet Services is,
6 and at all times herein mentioned was, a mere shell, instrumentality, and conduit through which
7 Goldston and Scott carried on their business in the corporate name, exercising complete control
8 and dominance of such business to such an extent that any individuality or separateness o
9 Gourmet Services and Goldston and Scott does not exist and at all times herein mentioned, did
10 not exist.
11 11. Plaintiff is informed and believes and thereon alleges that adherence of the
12 fiction of the separate existence of Goldston and Scott as distinct from Gourmet Services would
13 permit an abuse of the corporate privilege and promote injustice, as well as sanction fraud, as
14 the alter ego Defendants have deliberately rendered themselves financially unable to respond
15 to money judgments.
16 12. As will be shown below, Defendants executed agreements with Plaintiff wherein
17 Defendants agreed to the jurisdiction of Los Angeles County, California.
18 13. Said obligation is commercial in nature, not based upon a retail installment sales
19 contract or a conditional sales contract, and not subject to the provisions of Civil Code §§1812.10 and
20 2984.4.
21 FACTUAL ALLEGATIONS
22 14. Plaintiff repeats, re-alleges and incorporates herein by reference the allegations of
23 paragraphs 1 through 13 inclusive, as set forth in length.
24 15. On or about December 6, 2022, at Los Angeles, California, Plaintiff and Defendants
25 entered into a written tax consulting agreement ("Agreement") which provides for tax consulting
26 services by Plaintiff to identify and obtain Federal Employee Retention Credits ("ERC") on behalf of
27 Gourmet Services and its stakeholders, which include Goldston and Scott. Goldston signed the
28 Agreement on behalf of Gourmet Services. (See Exhibit A at Page 6).
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COMPLAINT
2 4N N CV O O 93 6
1 16. Based on the services performed by Plaintiff, tax credits were identified on behalf o
2 Gourmet Services.
3 17. For services rendered through tax year 2020 (Ql-Q4) and 2021 (Ql-Q3) Plaintif
4 generated $744,660.03 in tax credits on behalf of Defendants, for which fees of $93,082.50 (the
5 "Fee") would be owed pursuant to the Agreement. The Twelve and a Half Percent (12.5%) Fee
6 would be due within fourteen (14) days of defendants' receipt of any payroll tax refunds, or one
7 calendar year after the filing of the amended return -which occurred first.
8 On information and belief, the credits identified by Plaintiff pursuant to the
9 Agreement were either received by the Defendants or were applied to taxes owed to the IRS by
10 Defendants. Defendants have received the benefit of Plaintiff's services in full and yet still refuse
11 to pay the Fee for those services.
12 19. Under the "Delinquent Fee" provision of the Agreement, failure to pay
13 outstanding Fees within thirty (30) days would result in additional late fees of 1.5% of the
14 outstanding amount ("Late Fees") being added to each unpaid invoice. Consequently, late fees
15 totaling $7,193. 79 have accrued.
16 20. Defendants breached the Agreement by failing to pay Plaintiff in full for services
17 rendered through 2021. As of the filing of this Complaint, Defendants have failed to pay Plaintiff
18 Fees in the amount of $100,276.29, inclusive of Late Fees.
19 21. Plaintiff has performed all conditions, covenants and promises required on its part to
20 be performed in accordance with the terms and conditions of the Agreement except as executed by
21 the breach of Defendants.
22 22. Pursuant to the terms of the Agreement, and as a result of Defendants' breach of the
23 Agreement, Plaintiff has been damaged in the amount of $100,276.29, inclusive of Late Fees as
24 mandated by the Agreement, and interest thereon at the legal rate from October 18, 2023, and this
25 sum is now due and owing.
26 Ill
27 Ill
28 Ill
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COMPLAINT
2 4N N CV O O 93 6
1 FIRST CAUSE OF ACTION
2 (Breach of Written Contract Against All Defendants; and DOES 1-10)
4 paragraphs 1 through 22 inclusive, as though fully set forth at length herein.
5 24. On or about December 6, 2022, at Los Angeles, California, Plaintiff and Defendants
6 entered into a written tax consulting agreement ("Agreement") which provides for tax consulting
7 services by Plaintiff to identify and obtain Federal Employee Retention Credits ("ERC'') on behalf of
8 Gourmet Services and its stakeholders, which include Goldston and Scott. Valerie Goldston signed
9 the Agreement on behalf of Gourmet Services. (See Exhibit A at Page 6).
10 25. Based on the services rendered by Plaintiff, tax credits were identified for the tax year
11 2020 (QI- Q4) and 2021 (Ql-Q3) for Gourmet Services, and its respective owners, who maintained
12 sufficient tax nexus to be the direct recipients of services rendered and/or tax refunds due to the
13 entity's tax existence as a Corporation (Inc.), which is deemed "pass-through entity", and which
14 corporate form is disregarded by operation of law for tax purposes. These credits, deemed refunds
15 under applicable federal tax jurisprudence, "flow through" the entity to the individual members of the
16 Corporation in direct proportion to their ownership interests, pursuant to the entity's pass-through
17 taxation status. The Study covering 2020 (Ql-Q4) and 2021 (Ql-Q3) was provided to Defendants.
18 True and correct copy of the Study is attached hereto as Exhibit C. In conjunction with the Study,
19 Incentax also prepared, provided to the Defendants amended payroll tax returns for, which were filed
20 with the IRS on or about February 2, 2023. Based on available information, the credits identified by
21 Plaintiff under the Agreement were either received by the Defendants as payroll tax refunds or were
22 applied to offset taxes owed to the IRS by the individual Defendants. Consequently, the individual
23 owner(s) were required, by operation of law, to make corresponding adjustments to their personal
24 income tax returns (Form 1040), reducing the deductions previously claimed for payroll taxes and
25 wages paid due to business operations, to accurately reflect these refunds. Despite receiving the full
26 benefit of Plaintiffs services, including the complex analysis performed in aggregate for both the
27 owner and entity under his control, Defendants have refused to compensate Plaintiff for the rendered
28 services.
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COMPLAINT
2 4N N CV O O 93 6
1 26. For services rendered through tax year 2020 (Ql-Q4) and 2021 (Ql-Q3) Plaintiff
2 generated $744,660.03 in tax credits on behalf of Defendants, for which fees of $93,082.50 (the
3 "Fee") would be owed pursuant to the Agreement. The Twelve and a Half Percent (12.5%) Fee
4 would be due within fourteen ( 14) days of defendants' receipt of any payroll tax refunds, or one
5 calendar year after the filing of the amended return -which occurred first.
6 27. On information and belief, the credits identified by Plaintiff pursuant to the Agreement
7 were either received by the Defendants or were applied to taxes owed to the IRS by Defendants.
8 Defendants have received the benefit of Plaintiff's services in full and yet still refuse to pay the Fee
9 for those services.
10 28. Under the "Delinquent Fee" provision of the Agreement, failure to pay outstanding
11 Fees within thirty (30) days would result in additional late fees of 1.5% of the outstanding amount
12 ("Late Fees") being added to each unpaid invoice. Consequently, late fees totaling $7,193.79 have
13 accrued.
14 29. Defendants breached the Agreement by failing to pay Plaintiff in full for services
15 rendered through 2021. As of the filing of this Complaint, Defendants have failed to pay Plaintiff
16 Fees in the amount of $100,276.29, inclusive of Late Fees.
17 30. Plaintiff has performed all conditions, covenants and promises required on its part to
18 be performed in accordance with the terms and conditions of the Agreement except as executed by
19 the breach of Defendants.
20 31. Pursuant to the terms of the Agreement, and as a result of Defendants' breach of the
21 Agreement, Plaintiff has been damaged in the amount of $100,276.29, inclusive of Late Fees as
22 mandated by the Agreement, and interest thereon at the legal rate from October 18, 2023, and this
23 sum is now due and owing. True and correct copies of the Invoices totaling $100,276.29 are
24 attached hereto as Exhibit B.
25 SECOND CAUSE OF ACTION
26 (Breach of the Implied Covenant of Good Faith and Fair Dealing
27 Against All Defendants; and DOES 1-10)
-6-
COMPLAINT
2 4N N CV O O 93 6
2 33. In every contract or agreement there is an implied promise of good faith and fair
3 dealing. This means that each party will not do anything to unfairly interfere with the right of any
4 other party to receive the benefits of the contract.
5 34. Plaintiff has performed all of the significant services required of it pursuant to the
6 Agreement. All conditions required for Defendants' performance have occurred. Defendants
7 unfairly interfered with Plaintiffs right to receive benefits pursuant to the Agreement and Plaintiff
8 has been harmed, as set forth herein. Plaintiff has been damaged in the amount up to
9 $100,276.29, inclusive of Late Fees as mandated by the Agreement, and interest thereon at the
10 legal rate from October 18, 2023.
11 THIRD CAUSE OF ACTION
12 (Common Count-Goods and Services Rendered Against Defendants; and DOES 1-10)
15 36. Within the last four (4) years, at Los Angeles, California, Plaintiff rendered
16 services to Defendants, and each of them, at the special instance and request of said Defendants.
17 37. At all times herein mentioned, the above items were, and are, the reasonable value
18 of$100,276.29.
19 38. No part of the above sum has been paid and there is now due, owing, and unpaid
20 from Defendants, and each of them, to Plaintiff, the sum of $100,276.29, together with interest
21 thereon at the maximum rate allowed by law until paid.
22 FOURTH CAUSE OF ACTION
23 (Common Count-Account Stated Against Defendants; and DOES 1-10)
26 40. Within the last four (4) years, at Los Angeles, California, an account was stated by
27 and between Plaintiff and Defendants, and each of them, wherein it was agreed that said
28 Defendants were indebted to Plaintiff in the sum of$100,276.29, inclusive of Late Fees.
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COMPLAINT
24NNCV00936
1 41. Neither the whole, nor any part of the above sum has been paid, although deman
2 therefore has been made, and there is now due, owing, and unpaid the sum of $100,276.29,
3 together with interest thereon at the maximum rate from October 18, 2023.
4 FIFTH CAUSE OF ACTION
5 (Common Count-Open Book Account Against Defendants; and DOES 1-10)
6 42. Plaintiff repeats, re-alleges and incorporates herein by reference the allegations o

8 43. Plaintiff alleges that Defendants, and each of them, became indebted to Plaintiff on
9 an open book account for money due in the amount of$100,276.29, inclusive of Late Fees.
IO 44. No part of the above sum has been paid and there is now due, owing, and unpaid
11 from Defendants, and each of them, to Plaintiff the sum of $100,276.29, with interest thereon at
12 the maximum rate allowed by law from October 18, 2023.
13 SIXTH CAUSE OF ACTION
14 (Quantum Meruit Against Defendants; and DOES 1-10)
17 46. Pursuant to the Agreement, Plaintiff performed services on behalf of Defendants for
18 which Defendants promised to pay Plaintiff at its fair and reasonable value.
19 47. The fair and reasonable value of these services equals not less than $100,276.29,
20 inclusive of Late Fees, or an amount to be proven at trial, together with interest thereon at the legal
21 rate from October 18, 2023, and this sum is now due and owing.
22 48. Demand for payment for these services has been made by Plaintiff to Defendants, but
23 Plaintiff has not been paid.
24 Ill
25 Ill
26 Ill
27 Ill
28 Ill
-8-
COMPLAINT
2 4N N CV O O 93 6
1 WHEREFORE, PLAINTIFF prays for a judgment against DEFENDANTS as follows:
2 AS TO THE FIRST AND SECOND CAUSES OF ACTION
3 1. For the principal sum of $100,276.29;
4 2. For interest thereon at the legal rate often percent (10%) per annum from
5 October 18, 2023, or an amount to be determined at trial; and
6 4. For reasonable attorneys' fees;
7 AS TO THE THIRD, FOURTH, AND SIXTH CAUSES OF ACTION
8 1. For the principal sum of $100,276.29; and
9 2. For interest thereon at the legal rate of ten percent (10%) per annum from
10 October 18, 2023;
11 AS TO THE FIFTH CAUSE OF ACTION
12 1. For the principal sum of $100,276.29;
13 2. For interest thereon at the legal rate of ten percent (10%) per annum from
14 October 18, 2023; and
15 3. For attorneys' fees pursuant to Civil Code Section 1717.5;

16 AS TO ALL CAUSES OF ACTION
17 1. For costs of suit incurred herein; and

18 2. For such other relief as the Court deems just and proper.
19
SPIWAK & IEZZA, LLP
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21 B
LISA E. SPIWA
22 Attorneys for Plaintiff
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-9-
COMPLAINT
l VERIFICATION
2
I, Joyce Ganczak, have read the foregoing document titled: COMPLAINT FOR DAMAGES
3
4 BASED UPON: 1. BREACH OF WRITTEN CONTRACT; 2. BREACH OF THE IMPLIED
5 COVENANT OF GOOD FAITH AND FAIR DEALING; 3. GOODS AND SERVICES

6 RENDERED; 4. ACCOUNT STATED; 5. OPEN BOOK ACCOUNT; 6. QUANTUM MERUIT, and
7
know its contents.
8
I am the managing director of Incentax, a party to this action. The matters stated in the
9
foregoing document are true of my own knowledge except as to those matters which are stated on
10
11 information and belief, and as to those matters I believe them to be true.
12 I declare under penalty of perjury under the laws of the State of California that the foregoing
13 is true and correct.

14 Executed on April _5_, 2024 at Pasadena, California.
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17 Joyce Ganczak
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- 10 -
COMPLAINT
Exhibit "A"
DocuSign Envelope ID: 84F9B35B-2B70-485F-9232-41758B8O2CFD
TAX CREDIT CONSUL TING AGREEMENT
This Tax Credit Consulting Agreement ("Agreement") is made and entered into, by and between
lncentax, LLC ("INCENTAX") and GOURMET SERVICES INC. including
its members, partners, and other interested stakeholders ("CLIENT"), with reference to the following facts:
RECITALS
A. INCENTAX is a company duly organized in the State of Delaware and is engaged in the tax incentive
consulting business on behalf of CLIENT. INCENTAX agrees to assist in identifying, documenting, and
calculating the Federal Employee Retention Credits ("ERC").
The tax incentive services that INCENTAX will provide to CLIENT in the form of a report (hereinafter
such report shall be referred to as "STUDY") will include the documentation required by the appropriate
taxation authorities in order to obtain and substantiate these tax credits.
8. CLIENT is a business who desires to retain the services of INCENTAX.
NOW, THEREFORE, in consideration of the above recitals and the covenants, promises and mutual
undertakings set forth herein, INCENTAX and CLIENT (collectively, "Parties" and singularly "Party")
intending to be legally bound and obligated, hereby agree as follows:
ENGAGEMENT AND SERVICES PROVIDED
CLIENT hereby authorizes INCENTAX to identify and calculate tax credits on behalf of CLIENT not claimed
prior to the date of this Agreement by CLIENT with the Internal Revenue Service ("IRS"). INCENTAX will
perform the service contemplated under this Agreement for all available tax years, including 2020 and 2021
where not previously claimed ("CREDIT YEARS").
In order to identify the tax credits pursuant to this Agreement, activities performed by INCENTAX may
include, but are not limited to the following:
• Review employer qualification for ERC;

• Review employee compensation information for tax credit eligibility;
• Assist CLIENT with calculating eligible wages for ERC;
• Review and analyze relevant technical documentation for all CREDIT YEARS - INCENTAX may
also review technical documentation for additional years if deemed relevant to the STUDY;
• Assist CLIENT with amending payroll tax returns to receive tax benefits.
SUMMARY OF FINDINGS AND DELIVERABLES
Upon conclusion of the STUDY, INCENTAX shall provide CLIENT with the following deliverables to
substantiate the tax credit benefits claimed:
• Amended Federal Payroll Tax Returns (Form 941-X) for each eligible quarter;
• Qualified Expenditures Summary and Supporting Detail.
177 E. Colorado Blvd, Suite 200, Pasadena, CA 91105

Phone: (626) 768-1212 Fax: (626) 765-8885
DocuSign Envelope ID: 84F9B35B-2B70-485F-9232-41758B8D2CFD
RESPONSIBILITIES OF THE CLIENT
CLIENT agrees to provide IN CENTAX all financial and tax information reasonably necessary to allow
INCENTAX to perform its duties under this Agreement in order to provide CLIENT with a complete and
accurate STUDY. You represent that the information you provide will be accurate and complete to the best
of your knowledge. You have the final responsibility for the amended payroll tax returns and, therefore, you
should carefully review them before you sign and file them. You have indicated that you will be responsible
for overseeing our services described above, for evaluating the adequacy and accepting the results of our
services, and for making all management decisions with respect to our services and filing of your amended
payroll tax returns.
By executing this Agreement, you acknowledge that you are responsible for management decisions and
functions. That responsibility includes designating qualified individuals with the necessary expertise to be
responsible and accountable for overseeing all the specific services we perform as part of our services, as
well as evaluating the adequacy and results of the services performed. You are responsible for establishing
and maintaining internal controls, including monitoring ongoing activities.
AUTHORIZATION TO RELEASE INFORMATION
CLIENT hereby authorizes its/their tax consultant, advisor, payroll company or accountant to release to
INCENTAX information necessary in the performance of this Agreement to obtain federal payroll tax credits.
CLIENT further agrees to sign IRS Form 8821 ("Tax Information Authorization") so INCENTAX can
communicate with the IRS regarding the status of the refund from the IRS based on the STUDY.
REPORTING OF TAX REFUNDS AND CREDITS
In order to provide INCENTAX notice when each payroll tax refund is issued by the IRS, CLIENT shall be
required to notify INCENTAX within 5 calendar days of receipt of each payroll tax refund and sign and return
IRS Form 8821 to INCENTAX upon filing its/their amended tax returns.
Failure to notify INCENTAX within 5 calendar days of receipt of each payroll tax refund, or failure to sign
and return IRS Form 8821 to INCENTAX upon filing its/their amended tax returns, shall constitute a breach
of this Agreement, which will be deemed to have occurred when INCENTAX has actual notice of CLIENT's
breach.
If for whatever reason the CLIENT decides not to file, or file timely, its amended payroll tax returns to obtain
the refund for the tax credits identified for CLIENT by INCENTAX pursuant to the Agreement, it would
constitute a breach of this Agreement. CLIENT would remain responsible for paying the fees that would
accrue to INCENTAX had the amended tax returns been filed.
CONFIDENTIALITY
Parties agree to take all reasonable measures to keep all propriety information confidential as obtained
from each other and/or its employees. Further, Parties will not use such information in any way other than
for the purposes contemplated in this Agreement. CLIENT agrees to maintain any proprietary confidential
information, including any reports, templates, or other deliverables received as part of the STUDY, in strict
confidence, and not to utilize any INCENTAX proprietary confidential information for its own purpose or
benefit or for the benefit of any third party. CLIENT shall not decompile, disassemble, or reverse engineer
all or any part of the INCENTAX proprietary confidential information. CLIENT shall only disclose any
proprietary confidential information to its employees and third parties ("Receiving Parties") who have a need
to obtain such proprietary confidential information by using the same standard of care which it uses to
2
protect and safeguard its own proprietary confidential information, but no less than a reasonable degree of
care, to prevent the unauthorized use, disclosure, dissemination, or publication of the INCENTAX
proprietary confidential information. Any Receiving Parties are bound by this Confidentiality provision.
CLIENT is responsible for breaches of this Agreement by persons to whom it discloses Confidential
Information received hereunder.
FEES AND CONSIDERATION
For the above services rendered, CLIENT shall pay INCENTAX a consulting fee equal to twelve and one-
half percent (12.5%) of the total tax credits calculated and reported on CLIENT's amended payroll tax
returns (the "Fee").
The Fee shall become due and payable within 14 days of CLIENT'S receipt of any payroll tax refunds, or
one calendar year after the filing of the amended return - whichever is sooner. The IRS estimates refunds
should be received within 20+ weeks of the filing of the amended return. INCENTAX will provide notice
that the payment deadline is approaching seven days prior to the expiration of one year following the filing
of the amended return.
The following is an illustration of how INCENTAX's fees work:
Total credits identified and calculated by INCENTAX = $50,000
Total refunds identified on the amended payroll tax returns= $50,000
Total Fees due to INCENTAX upon receipt of each payroll tax refund= $6,250 (12.5% of $50,000)
The $6,250 Fee is due on the earlier of:
(a) 14 days of CLIENT'S receipt of each refund from the IRS; or
(b) one calendar year from the filing date of the amended return(s).
INVOICING, PAYMENT, AND DELINQUENT FEE
Upon the earlier of CLIENT'S notification of its/their payroll tax refund, or one year from the filing date of the
amended return(s), INCENTAX will issue CLIENT an invoice for the services provided.
CLIENT agrees to pay INCENTAX all outstanding fees within 14 days of CLIENT's receipt of the invoice.
If the fee to IN CENTAX is not paid within that period, CLIENT shall pay an additional 1.5% of the amount
outstanding for each month that it remains unpaid.
EXCLUSIVE PROVIDER OF ERC SERVICES
CLIENT represents and warrants that INCENTAX, will be CLIENT's sole and exclusive provider of any and
all Employee Retention Credit Services contemplated under this Agreement. CLIENT shall not solicit,
directly or indirectly, for itself, any similar, parallel, or alternative Employee Retention Credit services during
the course of this STUDY. Solicitation of such alternative services shall be deemed a breach of the
Agreement; CLIENT agrees that in case of such breach, INCENTAX shall be entitled to one-hundred
percent (100%) of the total Fee due and payable under this Agreement as if INCENTAX provided all
services contemplated herein, which shall become due and payable within 14 days of CLIENT's receipt of
any ERC refunds.
3
NO GUARANTY OF FINAL CREDIT AMOUNT
INCENTAX will perform the services to the best of its ability and efforts. However, INCENTAX does not
provide any guaranty of success in obtaining tax credits or the amount, if any. CLIENT acknowledges that
its business may not be eligible for any tax credits or the applicable taxing authority might materially alter
or even eliminate the relevant tax code sections.
AGREEMENT NOT TO BE ASSIGNED
Given the unique nature of CLIENT's operations and INCENTAX's services, no assignment of this
Agreement or any of the Parties' rights hereunder sha!! be valid without prior written consent of the other
Party. Notwithstanding the foregoing, INCENTAX reserves the right to associate itself with an outside
consultant or professional in the performance of this Agreement.
Should CLIENT assign any of its rights hereunder without obtaining prior written consent from INCENTAX,
that shall constitute a breach of this Agreement, and CLIENT and/or the party to whom CLIENT has
assigned its rights, shall be liable for any and all fees arising out of this Agreement which will become
immediately due to INCENTAX at the time of assignment.
AUDIT DEFENSE
If any tax credits generated based upon the STUDY are challenged by the IRS/other relevant state taxation
authorities in an examination, we will, at our own expense, provide up to 40 hours of audit defense services
in connection with the challenge to those tax credits. INCENTAX carries a certificate of liability insurance
for errors and omissions of up to $1,000,000.
CONSTRUCTION
This Agreement shall in all respects be interpreted, enforced, and governed by and under the laws and
judicial decisions of the State of California.
FAX AND ELECTRONIC SIGNATURE
This Agreement may be executed by means of a scanned, faxed, or electronic copy and it is agreed that a
scanned, faxed or electronic signature shall be enforceable as if it were an original signature. CLIENT and
INCENTAX can use electronic mail for the purposes of written notification.
TERMINATION
Termination by written notice does not eliminate CLIENT's duty to pay for the services contemplated by this
Agreement.
In the event the Party becomes insolvent or permits to be instituted against it any proceedings seeking its
receivership, trusteeship, bankruptcy, reorganization, arrangement, readjustment of debt, assignment for
the benefit of creditors or other proceedings under the Federal Bankruptcy Act or as provided by any other
state or federal insolvency law, the other party may immediately terminate this Agreement at any time by
giving written notice of such termination to the other party. Should such termination occur, any outstanding
fees owed to INCENTAX shall become immediately due and payable.
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VALIDITY
The invalidity or unenforceability of any particular provision of this Agreement shall, in no way, affect the
validity or enforceability of any other provision of this Agreement and this Agreement shall be construed in
all respects as if such invalid or unenforceable provision had not been contained in this Agreement,
provided however, that if possible, it is the intention of the parties that any such provision be construed and
interpreted as narrowly as necessary in order to make such provision valid and enforceable.
DISPUTE RESOLUTION
The Parties agree to mediate any dispute or claim arising between them out of this Agreement, or any
resulting transaction, before resorting to court action. Mediation fees, if any, shall be divided equally among
the Parties involved. If, for any dispute or claim to which this paragraph applies, any Party (i) commences
an action without first attempting to resolve the matter through mediation, or (ii) before commencement of
an action refuses to mediate after a written request has been made, then the Party shall not be entitled to
recover attorneys' fees even if they would otherwise be available to the Party in any such action.
ATTORNEYS' FEES
Subject to the above paragraph, in the event of a breach of this Agreement, the prevailing party in resulting
litigation shall be entitled to recover all costs and expenses incurred in the enforcement against the other
party, including reasonable attorneys' fees incurred as a result thereto.
MISCELLANEOUS
This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof and
may be altered or changed only by a subsequent writing signed by both Parties. This Agreement integrates
all prior discussions of the Parties, who agree to be subject to the jurisdiction of Los Angeles County, State
of California. Each signatory hereby represents that it has the authority to sign on behalf of its company,
as well as its stockholders, partners, and other interested stakeholders. In the event any of the provisions
contained herein are deemed to be unenforceable by a court of law, the remaining provisions of the
Agreement shall be fully enforceable. The Effective Date of this Agreement shall be the date last signed
by a Party.
5
COMPLETE AGREEMENT
CLIENT has read and understands the terms of this Agreement in its entirety. The signatures below
represent the agreement between CLIENT and INCENTAX.
IN WITNESS WHEREOF, the undersigned parties have caused this Agreement to be executed by their
respective authorized representatives. This Agreement may be executed in counterparts, each of which will
be deemed an original, but all of which together will constitute one and the same original.
"CLIENT" "INCENTAX"
GOURMET SERVICES INC. lncentax, LLC
G:~:ig~by:
By: By: ~""0E""0>'<i.f'0""91""45s+1.------
Valerie Goldston Joyce Lu

Print: Print:
Title: CEO Title: Managing Director
Date: 12/6/2022110:18:47 AM PST 12/7/202211:49:24 PM PST

Date:
6
Exhibit "B"
5342
Valerie Golston 10/04/2023
Gourmet Services, Inc. Net 14
260 Peachtree St. NW 10/18/2023
Suite 1500
Atlanta, GA 30303
ERC Services Q1 - 2020 ERC Credits Generated 33,914.24 0.13 4,239.28

Total Fee= $4,239.28 (12.5% x
$33,914.24 credits)

TotaIFee=$12,031.67 (125%x
$96,253.39 credits)

Total Fee= $4,863.92 (12.5% x
$38,911.32 credits)

Total Fee= $9,397.60 (12.5% x
$75,180.82 credits)
Late fee 1.5% -Applied on Nov 18, 2023 457.99
Late fee 1.5% -Applied on Dec 18, 2023 464.86
Late fee 1.5% -Applied on Jan 18, 2024 471.83
Late fee 1.5% -Applied on Feb 18, 2024 478.91
Late fee 1.5% -Applied on Mar 18, 2024 486.09
$32,892.15
5343
Su~e 1500
Atlanta, GA 30303

Total Fee= $16,113.50 (12.5% x
$128,907.99 credits)
$17,358.81
5344
Suite 1500
Atlanta, GA 30303

Total Fee= $23,193.47 (12.5% x
$185,547.79 credits)
$24,985.95
5345
Suite 1500
Atlanta, GA 30303

Total Fee= $23,243.06 (12.5% x
$185,944.48 credits)
$25,039.38
Exhibit "C"
February 8, 2023
Valerie Golston
A la Carte Menu Services, Inc.
Gourmet Services, Inc.
Gourmet Services of Louisiana, Inc.
260 Peachtree St. NW, Suite 1500
Atlanta, GA 30303
Re: Federal Employee Retention Credit Study (Tax Years: 2020 Ql - Q4 & 2021 Ql - Q3)
Dear Valerie,
I am writing you to personally thank you for the thoughtful opportunity you have provided me and the rest of
my team here at Incentax.
The amended payroll tax returns for your entities were mailed to the Internal Revenue Service on Thursday,
February 2, 2023. Copies of the certified mail receipts with the tracking information are enclosed with this letter.
We are anticipating a 20-week processing period for the IRS to process amended tax returns and issue refund
checks. The refund checks will be mailed to the address the IRS has on file. Below is a summary of the tax
credits calculated for our entities:
A la carte
Credit Period Qualification PPP Loan 1 Qualified Wages Qu:~:~a:;:lth
Credit
Quarter 1 - 2020 Business Suspension $ 12,633.74 $ 6,316.87
Quarter 2 - 2020 Gross Receipts Reduction $ 38,167.56 $ 73,960.23 $ 3,175.13 $ 38,567.68
Quarter 4 - 2020 Gross Receiets Reduction $ 14,573.07 ! 64,487.77 ! 150.57 $ 321319.17
Total $ 115,890.60 ! 208,684.71 $ 7,989.63 $ 108,337.17
A la carte
Credit Period Qualification PPP Loan 2 Qualified Wages Qu:::~a:;:lth
Credit
Quarter 3 - 2021 Gross Receiets Reduction (Grace Period} ! 31,587.39 $ 2151010.86 $ 3,551.32 $ 152,993.52
Total $ 109,897.80 ! 472?93.15 ! 16,893.47 $ 342?80,63
Gourmet
Credit Period Qualification PPP Loan 1 Qualified Wages Qu:~i:~a::lth
Credit
Quarter 1 - 2020 Business Suspension $ 67,828.48 $ 33,914.24
Quarter 4 - 2020 Gross Receiets Reduction $ 46,928.29 $ 150,281.55 $ 80.10 $ 75,180.82
Total $ 373,191.60 $ 474,198.84 $ 14,320.71 $ 244,259.77
Qu lifi d W Qualified Health Gourmet
Credit Period Qualification PPP Loan 2 a ie ages Insurance Credit
Q!!arter 3 - 2021 Gross Receiets Reduction (Grace Period} ! 131,011.62 ! 2561729.45 ! 8,905.53 ! 1851944.48
Total ! 437,578.80 ! 6841173.66 ! 30,683.86 ! 5001400.26
P: ~C26') '?Ct. -;~ :::.
F: Ii''" :C,r·L ,_:
Qualified Health Gourmet LA

Credit Period Qualification PPP Loan 1 Quaflfied Wages Insurance Credit
Quarter 1 • 2020 Business Suspension $ 29,646.15 $ 14,823.08
Quarter 2 • 2020 Q-oss Receipts Reduction $ 101,827.01 $ 89,131.00 $ 9,186.85 $ 49,158.93
Quarter 3 - 2020 Q-oss Receipts Reduction $ 158,589.10
Quarter 4 - 2020 Q-oss Receipts Reduction $ 21,884.65 $ 19,979.11 $ 9,989.56
Total $ 282,300.76 $ 138,756.26 $ 73,971.57
Gourmet LA
Credit Period Qualification PPP Loan 2
Credit
Quarter 1 - 2021 Q-oss Receipts Reduction $ 62,000.08 $ 19,738.54 $ 8,223.18 $ 19,573.20
Quarter 2 - 2021 Q-oss Receipts Reduction $ 115,910.94
Quarter 3 - 2021 Q-oss Receipts Reduction (Q-ace Period} $ 97,076.31 $ 193,827.87 $ 953.82 $ 136,347.18
Total $ 274,987.33 $ 213,566.41 $ 9,177.00 $ 155,920.38
We look forward to being of continued service to you with these and other incentives in the future. Please feel
free to contact me at (626) 731-1339 or by email at jlu@incentaxllc.com with any questions.
s~
Joyce Lu
Managing Director
Enclosures:
Encl. 1- Memorandum 10.26.21 (Payroll Tax Refund Status)
Encl. 2- Memorandum 06.21.22 (2020 & 2021 Federal Income Tax Returns- Required ERC Adjustment)
Encl. 3- U.S.P.S Certified Mail Confirmations
Encl. 4- 2020 Q2 - Q4 & 2021 Ql - Q3 Amended Payroll Tax Returns

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1 LISA E.

SPIWAK, SBN 131587 Electronically FILED by

9 FOR THE COUNTY OF LOS ANGELES

1 3. Defendant Valerie M. Goldston, an individual ("Goldston"), is an individual, and was,

5 4. Defendant Chandler Scott, an individual ("Scott") (collectively "Defendants"), is an

9 Street, Suite 1500, Atlanta, Georgia, 30303.

11 process for Gourmet Services.

1 FIRST CAUSE OF ACTION

2 (Breach of Written Contract Against All Defendants; and DOES 1-10)

4 paragraphs 1 through 22 inclusive, as though fully set forth at length herein.

9 the Agreement on behalf of Gourmet Services. (See Exhibit A at Page 6).

19 the breach of Defendants.

26 (Breach of the Implied Covenant of Good Faith and Fair Dealing

27 Against All Defendants; and DOES 1-10)

1 paragraphs 1 through 31 inclusive, as though fully set forth at length herein.

4 other party to receive the benefits of the contract.

10 legal rate from October 18, 2023.

11 THIRD CAUSE OF ACTION

14 paragraphs 1 through 34 inclusive, as though fully set forth at length herein.

21 thereon at the maximum rate allowed by law until paid.

22 FOURTH CAUSE OF ACTION

23 (Common Count-Account Stated Against Defendants; and DOES 1-10)

25 paragraphs 1 through 38 inclusive, as though fully set forth at length herein.

5 (Common Count-Open Book Account Against Defendants; and DOES 1-10)

7 paragraphs 1 through 41 inclusive, as though fully set forth at length herein.

1 WHEREFORE, PLAINTIFF prays for a judgment against DEFENDANTS as follows:

2 AS TO THE FIRST AND SECOND CAUSES OF ACTION

3 1. For the principal sum of $100,276.29;

5 October 18, 2023, or an amount to be determined at trial; and

6 4. For reasonable attorneys' fees;

7 AS TO THE THIRD, FOURTH, AND SIXTH CAUSES OF ACTION

8 1. For the principal sum of $100,276.29; and

10 October 18, 2023;

11 AS TO THE FIFTH CAUSE OF ACTION

12 1. For the principal sum of $100,276.29;

15 3. For attorneys' fees pursuant to Civil Code Section 1717.5;

17 1. For costs of suit incurred herein; and

4 BASED UPON: 1. BREACH OF WRITTEN CONTRACT; 2. BREACH OF THE IMPLIED

5 COVENANT OF GOOD FAITH AND FAIR DEALING; 3. GOODS AND SERVICES

11 information and belief, and as to those matters I believe them to be true.

13 is true and correct.

TAX CREDIT CONSUL TING AGREEMENT

8. CLIENT is a business who desires to retain the services of INCENTAX.

ENGAGEMENT AND SERVICES PROVIDED

• Review employer qualification for ERC;

SUMMARY OF FINDINGS AND DELIVERABLES

177 E. Colorado Blvd, Suite 200, Pasadena, CA 91105

RESPONSIBILITIES OF THE CLIENT

AUTHORIZATION TO RELEASE INFORMATION

REPORTING OF TAX REFUNDS AND CREDITS

FEES AND CONSIDERATION

The following is an illustration of how INCENTAX's fees work:

Total credits identified and calculated by INCENTAX = $50,000

Total refunds identified on the amended payroll tax returns= $50,000

The $6,250 Fee is due on the earlier of:

(a) 14 days of CLIENT'S receipt of each refund from the IRS; or

INVOICING, PAYMENT, AND DELINQUENT FEE

EXCLUSIVE PROVIDER OF ERC SERVICES