comp usa litigation

7/29/2019 Comp USA Litigation

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Arsany Said dba UNCI Judgment Enforcement1 9069 Van Buren BIvd# 114-318Riverside, CA 925082 Phone: [email protected]

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UNITED STATES DISTRICT COURT OF CA LIFORNIA9 CENTRAL D ISTRICT1011 ED CV 13 0545

Arsany Said dba UNC I Judgment Enforcement; ase No.:12 Plaintiff, I13 vs.1415 U.S. Comm ercial Corp., S.A. de C.V. a Mexican16 Company; Good Guys Inc. A Delaware Corporation17 Does 1-10

OMPLAINT FOR:FRAUDULENT CONVEYANCECALIFORN IA CIVIL CODE 3439 et.eq, THE UNIFORM FRAUDULENT[RANSFER ACT]

18Defendants,

19 TO THE H ONORABLE UNITED STATES DISTRICT COURT JUDGE:We

21 1. PLAINTIFF, UNCI JUDGMENT ENFORCEMENT "UNCI", brings this action againstDefendant for its bad faith actions of usurping the assets of Good Guys Inc. "Good G uys"

I 23 arid Ilu nirri-lir (cty,riT TQ A Ir. "rriyiiaT TO, A" rir rigT DIarifff frrr.i ,c11 firiirU L JSL O AjLt/AIi#1J JJ1I1})L) L)fl. 1I1.d. JIIS[3J LLCX , JJL VI1I.A1L5 .L AWSiLlIA JJ Jilt Jil%.1.#Llii5 .Jiiits Judgment against Good Guys.

JURISDICTION2. Federal jurisdiction is established by Diversity. Only the Plaintiff is a resident of

California and the amount in issue exceeds $75,000. Venue is proper as this is, where theunderlying litigation took place and where the d ebt in question arose.

ORIGINALCOMPLAINT - I

!ase 5:13-cv-00545-JGB-DTB Document 1 Filed 03/25/13 Page 1 of 10 Page ID #:1


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PARTIES2 3. Plaintiff is and has been at all times relevant a resident of Riverside County.3 4. Plaintiff believes that at all times relevant U.S. Com mercial Corp., S.A. de C.V. "M ex.

Corp. ", a Mexican Com pany has its headquarters in Mexico City, Mexico. Plaintiffbelieves and alleges that Good Guys Inc. is and has been at all times relevant a Delaw are

6 corporation.7 . The true names and capacities, whether individual, corporate, associate or otherwise, of8 defendant, DOES 1 through 10, inclusive, are unknown to plaintiff, who, therefore, suesg aid defendant by such fictitious names. Plaintiff is informed and believes, and thereon

10 alleges, that each of the fictitiously named defendants, designated herein as a DOE, is11 legally responsible in some manner for the events and happenings herein referred to, and12 legally caused injury and dam ages proximately thereby to plaintiff as herein alleged.6. Plaintiff is informed and believes, and thereon alleges, that at all times herein mentioned,13 the defendants, and each of them, were the agents, servants, and employees of each of the14 other defendants, and in doing the things hereinafter alleged, were acting w ithin the scope15 of their authority as such agents, servants, and employees, and with the permission and16 consent of their co-defendants.17 BACKGROUND18 . Since 1995, Defendant and Judgment Debtor Good Guys Leased and occupied a retail19 store located at 3840 Grand Ave Chino, CA 91710.20 . In 2003, CompUSA Corp. "CompUSA" effectuated a merger with Good Guys through a21 shell corporation, Gladiator Inc, which was absorbed by G ood Guys and no longer exists.22 Per the proxy statement released by Good G uys to its stockholders, Gladiator Inc. had noassets and was created for the purpose of the merger.23 9. At the time of the merger, CompUSA was a wholly owned subsidiary of Mex. Corp. and24 CompUSA funded the merger with funds obtained from its parent company, Mex. Corp.25 Mex. Corp. also loaned Good Guys $5 million during the merger, with an agreement that26 Mex. Corp.s note would be superior to all other creditors of Good Guys, except for two27 named financial institutions. This obligates Good Guys to its parent company and28

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overnight conveniently puts Mex. C orp. ahead of all the creditors except two. Now Mex.2

Corp. has just added an additional weight to an already drowning Good Guys.3 10. In 2005 Com pUSA informed the owner of the Grand Ave Property that Good Guys

would cease to exist and CompU SA w ould occupy its retail store.11.At this time, Good Guys assets were liquidated in one form or another and Comp USA

6 was the remaining electronics store occupying the Chino location.7 2. CompU SA m ade it clear to the property owner that CompUSA would not assume Good8 Guys lease and would pay on a month-to-month basis.

13. In 2007 Com pUSA stopped paying the rent and an unlawful detainer action was brought10 against Good G uys, followed b y a breach of contract action for the remainder of the11 lease. During the time of the unlawful detainer, Mex. C orp had hired Gordon Brothers12 Group Inc. "Gordon Bros", to liquidate Com pUSA .14. Gordon Bros sent a letter to the property owner, at the time, being Sy Venture Inc. "Sy",13 that Gordon Bros w ould be settling the Good G uys lease issue with them. A fter Sy14 refused to accept Gordon Bros settlement offer, Gordon Bros stipulated to a Judgment on15 behalf of Good Guy s in the amount of $720,000. Said Judgment is entered in the Superior16 Court of California, San Bernardino County, identified by case number C1VRS804276.17 5. In 2008 G ordon Bros sold the assets of CompU SA to Systemax Inc. for approximately18 $35 million and left CompUSA as a shell, as was done to G ood Guy s a few years prior.19 6. Neither the Good G uys nor the CompU SA corporations were properly wound down, just20 a mere liquidation of the assets was done. This left creditors holding a claim against a21 shell company with all monies going to Mex. Corp. W hen Good G uys was liquidated and22

folded into CompUSA , the lease with Sy should have been paid in full or CompUSAassume liability, but CompU SA h ad no intention of assuming the lease nor pay the lease

23 off. When Com pUSA was liquidated, Mex. Corp. had another opportunity to make good24 on the judgment against Good G uys, but this did not happen and Mex. C orp. kept all25 proceeds from liquidating both corporations.26 7. On or about June 25, 2012 Sy assigned the Judgment to UNCI Judgment Enforcement27 "UNCI". UNCI contacted Gordon Bros in an attempt to settle the matter, but they denied28 any liability.

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18. UNCI then brought a motion to amend Gordon Bros to the Judgment and was denied, thisaction followed.

2 19. When Good Guys was liquidated there was no consideration for the creditors by3 CompUSA or Mex. Corp, but Good Guys was essentially folded into CompU SA w ith all

its assets. Good Guys was never properly wound d own as a m eans to avoid paying thecreditors and all assets were assumed by CompUSA and Mex Corp leaving creditors

6 unpaid.7 0. Mex. Corp through CompUSA took all the assets of Good Guys and when it was time to8 pay up, they blamed all debts on the shell corporation of Good Guys.

21. laintiff believes and alleges that Mex. Corp directly or through CompU SA took theassets of Good G uys and in doing so hindered the collection efforts of the Plaintiff.

11 FIRST CAUSE OF ACTION12 Mex. C orp. is in violation of The U niform Fraudulent Transfer Act13 PLAINTIFF realleges and incorporates herein by reference each and every allegation contained14 in the prior paragraphs of the complaint as though fully set forth.15 2. Mex. Corp. is in violation of the Uniform Fraudulent Transfer Act "UFTA" outlined in16 California Civil Code 3439 et. seq. A t the time G ood Guys was liquidated it was folded17 into CompUS A w hich effectively blocked any creditors from pursuing any claims against18 Good Guys, because all assets were either hidden within CompUSA or transferred to19 Mex. Corp.20 3. The transfer of assets from Good Guys ether directly to Mex. Corp. or through21 CompUSA would be fraudulent under the UFTA as there was no consideration given to22 Good Guys and Good guys was left insolvent.23 4. Plaintiff believes and alleges that once CompUSA merged with Good Guys in 2003 they24 shared officers and a headquarters in Texas. Both companies were wholly owned and25 controlled by Mex. Corp. Per the UFTA this would make Mex. Corp. and CompUSA26 insiders as to Good Guys adding an additional badge of fraud.27 5. Any transfers of Good Guys assets to Mex. Corp or CompUSA are fraudulent as there28 was no consideration and left Good Guys insolvent. Once CompUSA was liquidated, a

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I combination of CompUSA and Good Guys assets all went to Mex. Corp., also with no2 consideration.3 6. Mex. Corp. has added an a dditional badge of fraud by lending Good Guys $5 million and4 then jumping in line in front of most of the creditors, Plaintiff being one of them. By5 doing this, Mex. Corp, the parent corporation of Good Guys, has shifted the greater risk6 onto the other creditors and added a level of avoidance of Good Guys obligation to the7 other creditors.8 [SX1tI1&IIXl9 27. Currently Good Guy s is a shell corporation without any assets and Com pUSA is a shell

10 corporation without any assets. W hen Good Guys w as liquidated Plaintiff believes and11

alleges that there was money in the bank accou nts, there was inventory in the12 warehouses, and just the name of the com pany alone is an asset as evidence by13 CompUSA temporarily housing the Good Guys name in its store. Mex. Corp. has taken14 all the assets that were left with these two companies a nd has left at least one creditor15 unpaid.16 8. The Fraudulent Transfer Act is in place for the exact scenario mentioned above. W hen a17 debtor transfers assets, that causes it to be insolvent and no adequate consideration is18

given, it is constructive fraud. What make s this matter so damning to Me x. Corp., is19 besides the presumption of con structive fraud, Mex. Corp. is an insider, which addsanother badge of fraud.20 9. Mex. Corp. has created a mess with the comingling of CompU SA and G ood Guys21 assets, but the bottom line is that M ex. Corp. transferred all the assets of22 Com pUSA /Good Guy s to itself and left two shells and no relief for creditors.23 0. Mex. Corp. is in clear violation of The Fraudulent transfer act as it left Good Guys24 insolvent and took all its assets with no consideration. Me x. Corp. being an insider, gives25 it a much g reater reason to be prudent in disbursing the assets of these failed compan ies,26 but Mex . Corp. has done the oppo site. Instead of hiring a legitimate trustee to disburse27 the assets of CompU SA, M ex. Corp. hired a third party also an "insider" to do the job and28

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the end result is CompUS A selling for $35 million and the plaintiff left with an unpaid2

judgment.3

I PRAYER FOR RELIEF1. Any assets of Good G uys or Com pUSA transferred to U.S. Commercial Corp., S.A.

6 de C.V. a Mexican Co mpany b e deemed fraudulent in the amount of Plaintiffs claim7 of $720,000 p lus accrued post-judgment interest at the legal rate of 10% per year.8 2. The court enter judgment against U.S. Commercial Corp., S.A. de C.V. a Mexican9 Company in the amount of $720,000 plus accrued post-judgment interest at the legal

10 rate of 10% per year.3. Punitive damages as far as the court sees fit.

12 4. Costs, interest and attorneys fees as they may come up.5. Any other relief the court sees just.13

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16 Date: March 25, 201317

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UPII I IIX~J tS L)ISTKICF WUKT, CP1THAL UISTHICT ULALIIUKNIACIVIL COVER SHEET

I. (a) PLAINTIFFS (Check box if you are representing yourself EFENDANTS Check box if you are representing yourselfArsany Said dba UNCI Judgment Enforcement U.S. Commercial Corp., S.A. de C.V. a Mexican Company;

Good Guys Inc. A Delaware Corporation; Does 1-10

(b) Attorneys (Firm Name, Address and Telephone Number. If youare representing yourself, provide same.)19069 Van Buren Blvd # 114-318Riverside, CA 92508Phone: 951-525-5529

II. BASIS OF JURISDICTION (Place an X in one box only.)El 1. U.S. Government 3. Federal Question (U.S.Plaintiff Government Not Party)

2. U.S. GovernmentDefendant 4. Diversity (Indicate Citizenshipof Parties in Item III)

Attorneys (Firm Name, Address and Telephone Number. If yourepresenting yourself, provide same.)

CITIZENSHIP OF PRINCIPAL PARTIES-For Diversity Cases Only(Place an X in one box for plaintiff and one for defendant)PTF EF

izen of This State 1 ncorporated or Principal PlacePTFo 4 DEFoof Business in this State

izen of Another State 2 ncorporated and Principal Place o 5 of Business in Another Stateizen or Subject of areign Country 0 3 I 3 oreign Nation 0 6 0

IV . ORIGIN (Place an X in one box only.) 0 5. Iransterred rrom Another . multi-District (Specify) El istrict1. Original 2. Removed from 3. Remanded from . Reinstated or LitigationProceeding El State Court Appellate Court ReopenedV. REQUESTED IN COMPLAINT: JURY DEMAND: 0 Yes nx No (C heck Yes only if demanded in com plaint.)CLASS ACTION under F.R.Cv.P. 23: fl Yes j No N MONEY DEMANDED IN COMPLAINT: $ 720,000.00VI . CAUSE OF ACTION (Cite the U.S. Civil Statute under which you are filing and write a brief statement of cause. Do not cite jurisdictional statutes unless diversity.)Violation of the The Uniform Fraudulent Transfer Act [California Civil Code section 3439 et. seq.], by transferring all the assets of its subsidiary to its self and failing to pay thPlaintiff, a creditor of the subsidiary corporation.VII. NATURE OF SUIT (Place an X in one box only).

OTHER STATUTES CONTRACT EAL PROPERTY CONT. MMIGRATION RISONER PETITIONS PROPERTY RIGHTS

430 Banks and Banking

470 Racketeer Influ-

Act

D

O Defaulted Student 0 Liability

890 Other Statutory et. Benefits 0O Actions USC 157o893 Environmental 1 190 Other fl360 Other Personal 41 Voting895 Freedom of Info. Injury

o 375 False Claims Act 110 Insurance 40 Torts to Land 62 Naturalization Habeas Corpus: 820 Copyrights400 State i: 20 Marine 245 Tort ProductLiability -, 465 Other 510 Motions to Vacate 830 Patent0 Reapportionment U mmigration Actions entence fl 840 Trademark

0 Application 463 Alien DetaineeO 410 Antitrust l3O Miller Act 9O All Other Real 530 General

385 Property Damage 0 Conditions of

140 Negotiable roperty TORTS l SOCIAL SECURITYo Instrument TORTS ERSONAL PROPERTY 535 Death Penalty l 861 HIA (1395m450 Commerce/ICC 50 Recovery of ERSONAL INJURYERSONAL 370 Other Fraud ther: 0 862 Black Lung (923)o Overpayment & 310 Airplane M 540 Mandamus/Otherfl 460 Deportation nforcement of 15 Airplane 371 Truth in Lending l 550 Civil Rights 863 DIWC/DIWW (405 (g))0 Slander 560 Civil Detainee 865 RSI (405 (g))D 480 Consumer Credit 52 Recovery of 30 Fed. Employers roduct Liability onfinement FEDERAL TAX SUITS

Judgment Product Liability 80 Other Personalo nced & Corrupt Org. 51 Medicare Act 20 Assault, Libel & roperty Damage 55 Prison Condition 64 SSID Title XVI

850 Securities/Co m- 0 340 Marine -1 422 Appeal 28 25 Drug Related l Defendant)0 modities/Exchange Overpayment of Liability 423 Withdrawal 28 SC 881 7609160 Stockholders 350 Motor Vehicle ___________________o 891 Agricultural Acts Suits 355 Motor Vehicle IVIL RIGHTS l 690 Other

Matters Contract r, 710 Fair Labor Standards195 Contract 62 Personal Injury- l 442 Employment ct0 Product Liability Med Malpratice 720 Labor/Mgmt.o 896 Arbitration 365 Personal Injury-0 196 Franchise roduct Liability 740 Railway Labor Act899 Admin. Procedures EAL 367 Health Care/ 45 American withAct/Review of Appeal of 10 Land Pharmaceutical Disabilities- 751 Family and MedicalAgency D ecision Condemnation Personal Injury mployment Leave Act

950 Constitutionality of 30 Rent Lease & 68 Asbestos J isabilities-Other Litigation0 State Statutes Ejectment Product Liability -1 Security Act

O 490 Cable/Sat fl oan (Excl. Vet.) BANKRUPTCY ORFEITURE/PENALTY 70 Taxes (U.S. Plaintiff or153 Recovery of 45 Marine Product USC 158 0 Seizure of Property 21 871 IRS-Third Party 26 USC

El roduct Liability l 40 Other Civil Rights

443 Housing/ elations0 Accomodations

220 Foreclosure roduct Liability - 46 American with790 Other Labor0 Personal Injury 448 EducationF 91 Employee Ret. Inc.

LABOR i

PROPERTY

0FOR OFFICE USE ONLY : Case Numbe D 1 3 0545 1GIB

AFTER COMPLETING PAGE 1 OF FORM CV-71, COMPLETE THE INFORMATION REQUESTED ON PAG

01-71 (02/13) CIVIL COVER SHEET 0



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(pUNITED(ATES DISTRICT COURT, C ENTRAL DISTRICT OF CALIFORNIACIVIL COVER SHEET

VIlI(a). IDENTICAL CASES: Has this action been previously filed in this court and dismissed, remanded o r closed? NO J YESIf yes, list case number(s):

VIII(b). RELATED CASES: Have any cases been previously filed in this court that are related to the p resent case? NO E YESIf yes, list case number(s):

Civil cases are deemed related if a previously filed case and the present case:

(Check all boxes that apply) LI A. Arise from the same or closely related transactions, happenings, or events; orLI B. Call for determination of the same or substantially related or similar questions of law and fact; orLI C. For other reasons would entail substantial duplication of labor if heard by different judges; orEl D. Involve the same patent, trademark or copyright -nd one of the factors identified above in a, b or c also is present.

IX. VENUE: (When completing the following information, use an additional sheet if necessary.)(a) List the County in this District; California County outside of this District; State if other than California; or Foreign Country, in which EACH namedplaintiff resides.

R Check here if the government, its agencies or employees is a named plaintiff. If this box is checked, go to item (b).County in this District:* California County outside of this District; State, if other than California; or ForeignCountryRiverside

(b) List the County in this District; California County outside of this District; State if other than California; or Foreign Country, in which EACH nameddefendant resides.El Check here if the government, its agencies or employees is a named defendant. If this box is checked, go to item (c).County in this District:* California County outside of this District; State, if other than California; or ForeignCountry

Mexico

(c) List the County in this District; California County outside of this District; State if other than California; or Foreign Country, in which EACH claim aroseNOTE: In land condemnation cases, use the location of the tract of land involved.County in this District:* California County outside of this District; State, if other than California; or ForeignCountry

San Bernardino

Los Angeles, Orange, San Bernardino, Riverside, Ventura, Santa Barbara, or San Luis Obispo CountiesNote: Inland condemnation cases, use the location of the tract of land involvedX. SIGNATURE OF ATTORNEY (OR SELF-REPRESENTED LITIGANT): r DATE:Notice to Counsel/Parties: The CV-71 (JS-44) Civil Cover Sheet and the information contained herein neither replace nor supplement the filing and service of pleadings orother papers as required by law. This form, approved by the Judicial Conference of the United States in September 1974, is required pursuant to Local Rule 3-1 is not filedbut is used by the Clerk o f the Court for the purpose of statistics, venue and initiating the civil docket sheet. (For more detailed instructions, see separate instructions sheet).Key to Statistical codes relating to Social Security Cases:

Nature of Suit Code Abbreviation Substantive Statement of Cause of ActionAll claims for health insurance benefits (Medicare) underTitle 18, Part A, of the Social Security Act, as amended. Also,861 HIA include claims by hospitals, skilled nursing facilities, etc., for certification as providers of services under the program.(42 U.S.C. 1 935 FF(b))

862 BL All claims for Black Lung" benefits under Title 4, Part B, of the Federal Coal Mine Health and Safety Act of 1969. (30 U.S.C.923)All claims filed by insured workers for disability insurance benefits under Title 2 of the Social Security Act, as amended; plus863 DIWC all claims filed for childs insurance benefits based on disability. (42 U.S.C. 405(g))All claims filed for widows or widowers insurance benefits based on disability under Title 2 of the Social Security Act, as863 DIWW amended. (42 U.S.C. 405 (g))All claims for supplemental security income payments based upon disability filed under Title 16 of the Social Security Act, a864 SSID amended.

865 RSI All claims for retirement (old age) and survivors benefits under Title 2 of the Social Security Act, as amended.(42 U.S.C. 405 (g))CV-71 (02/13) CIVIL COVER SHEET Page 2 of 2



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UNITED STATES DISTRICT COURTCENTRAL DISTRICT OF CALIFORNIA

NOTICE OF ASSIGNMENT TO UNITED STATES MAGISTRATE JUDGE FOR DISCOVERY

This case has been assigned to District Judge Jesus Bernal and the assigned discoveryMagistrate Judge is David T. Bristow.The case number on all documents filed with the Court should read as follows:

EDCV13- 545 JGB (DTBX)Pursuant to General Order 05-07 of the United States District Court for the CentralDistrict of California, the Magistrate Judge has been designated to hear discovery relatedmotions.

All discovery related motions should be no ticed on the calendar of the Magistrate Judge

NOTICE TO COUNSELA copy of this notice must be served with the summ ons and complaint on all defendants (if a removal action isfiled, a copy of this notice must be served on all plaintiffs).Subsequent documents must be filed at the following location:

Western Division Ll Southern Division312 N. Spring St., Rm. G -8 411 West Fourth St., Rm. 1-053Los Angeles, CA 90012 Santa Ana, CA 92701-4516Eastern Division3470 Twelfth St., Rm. 134Riverside, CA 92501

Failure to file at the proper location will result in your docum ents being returned to you.

CV-18 (03/06) OTICE OF ASSIGNMENT TO UNITED STATES MAGISTRATE JUDGE FOR DISCOVERY



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Arsany Said dba IJNCI Judgment Enforcement19069 Van Buren Blvd # 114-318Riverside, CA 92508Phone: [email protected]

Ah

UNITED STATES DISTRICT COURTCENTRAL DISTRICT OF CA LIFORNIA

Arsany Said9 .. I Judgment Enforcement; CASE NUMBER

(OV.

U.S. Comm ercial Corp., S.A. de C.V. a MexicanCompany; Good G uys Inc. A Delaware CorporationDoes 1-10 SUMMONS

DEFENDANT(S).

TO: DEFENDANT(S):

4N41,14VjiSou (not counting the day you received it), youmplaint 0 mended complaint2 of the Federal Rules of Civil Procedure. The answ er19069 Van Buren Blvd # 114-318 whose address isIf you fail to do so,judgmen t by default will be entered against you for the relief demanded in the com plaint. You also RAfileyour answer or motion with the court.

TERRY.NAFISIClerk, U.S. District Cou

Dated: AR2Y By:Cjrk

-z

(1t34)[Use 60 days if the defendant is the United States or a Un ited St ates agency, or is an officer or employee of the United States. Allowed60 days by Rule 12(a)(3)].

A lawsuit has been filed against you.Within ays after service of thismust serve on the plaintiff an answer to the attaO counterclaim D cross-claim or a motion un4or motion must be served on the plaintiff stbRiverside, CA 92508

CV-01A (10/11 SUMMONS


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