Darrel C. Menthe (SBN 186252)
Sage Law Partners, PC
9696 Culver Blvd., Suite 301
Culver City, CA 90232
(310) 601-1200 Phone
(310) 601-1201 Facsimile
Attorneys for Plaintif!Xyvest Holdings, Inc.
SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF LOS ANGELES - UNLIMITED
Xyvest Holdings, Inc., a California corporation;
Civil Case No.:------
General Recovery Recycling LLC d/b/a GRR
LLC, a limited liability company; John Wanko,
an individual; and Does 1 through 10, inclusive,
1. Breach of Contract
Plaintiff Xyvest Holdings, Inc. ("Xyvest") hereby alleges as follows:
1. Xyvest Holdings, Inc. ("Xyvest" or "Plaintiff') is a California corporation with its
principal place of business within the County of Los Angeles, in the State of California. Xyvest is
the managing partner of 611 Wilshire Properties, the fee owner of the prope1iy located at 611
Wilshire Boulevard, Los Angeles, CA 90017.
2.Plaintiff is infmmed and believes and thereon alleges that Defendant General
Recovery Recycling LLC d/b/a GRR LLC ("GRR") is an Ohio limited liability company with its
principal place of business in Galena, Ohio.
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Electronically FILED by Superior Court of California, County of Los Angeles on 04/29/2019 04:54 PM Sherri R. Carter, Executive Officer/Clerk of Court, by K. Vargas,Deputy Clerk
Assigned for all purposes to: Stanley Mosk Courthouse, Judicial Officer: Monica Bachner
1 3. Plaintiff is informed and believes and thereon alleges that Defendant John Wanko is a
2 resident of Galena, Ohio.
3 4. Each Defendant named herein, including those named as DOES, is, and at all relevant
4 times mentioned herein was, the agent, servant, co-conspirator, and/or employee of each of the other
5 named Defendants and, in doing the things alleged herein, was acting within the course and scope
6 and with the knowledge of the other named Defendant. Plaintiff further alleges on information and
7 belief that each Defendant named herein aided and abetted the others by authorizing and/or ratifying
8 the acts herein alleged.
9 5. The full extent of the facts linking the fictitious named defendants with the foregoing
10 causes of action and/or trne names or capacities, whether individual, corporate, partnership,
11 associate, member, or otherwise, of defendants DOES 1 through 10 are unknown to Plaintiff, who
12 therefore sues these defendants by such fictitious names. Plaintiff is informed and believes and
13 thereon alleges that each of the defendants designated herein as DOE is negligently, wantonly,
14 recklessly, tortiously and unlawfully responsible in some manner for the events and happenings
15 herein refen-ed to and proximately caused injury and damages to Plaintiff as herein alleged. Plaintiff
16 will hereafter seek leave of Court to amend this Complaint to show said defendants' trne names and
17 capacities after the same have been asce1iained.
18 6. Plaintiff is info1med and believes and thereon alleges that Defendant General
19Recovery Recycling LLC d/b/a GRR LLC ("GRR") is and was at all relevant times herein the alter
20 ego of its member-manager and principal owner John Wanko, such that the corporate veil should be
21 pierced and he held personally liable for the misdeeds of the corporation, for the following reasons:
22 a. Plaintiff is informed and believes and thereon alleges that at all times herein
23 mentioned there existed such a unity of interest and ownership between the individual
24 defendant and the corporate defendant GRR such that the individuality and
25 separateness of the corporate defendant as alter ego had ceased.
26 b. Plaintiff is informed and believes and thereon alleges that at all times herein
27 mentioned GRR has been a shell and empty framework which the individual
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defendant used as conduct of his personal business, prope1iy, and affairs.
c. Plaintiff is informed and believes and thereon alleges that at all times herein the
corporate defendant GRR was insufficiently provided with capital, such that its
capitalization was inadequate for the business in which it was engaged.
d. Plaintiff is informed and believed and thereon alleges that the corporate defendant
GRR is unable to pay its invoices as they regularly come due.
e. Based on the foregoing, and due to the other facts alleged herein, adherence to the
fiction of the separate corporate existence of the corporate defendant GRR would
under these circumstances be urtjust and inequitable, such that the corporate fiction
should be disregarded.
JURISDICTION AND VENUE
This court has subject matter jurisdiction over this action because the amount in
13 controversy exceeds $25,000.
14 8. Venue is proper in this comi because the contracts at issue were signed in this County
15 and specify Los Angeles County as the forum for resolution of disputes.
16FIRST CAUSE OF ACTION
17BREACH OF CONTRACT
18 (Against all Defendants)
19 9. Xyvest is the managing paiiner of 611 Wilshire Properties, the title owner of the real
20 prope1iy, a high-rise building located at 611 Wilshire Boulevard, Los Angeles, California (the
21 "Building"). Xyvest and GRR entered into an agreement signed on or about February 19, 2019, for
22 GRR to perform services for Xyvest in the building located at 611 Wilshire Boulevard, Los Angeles,
23 California, 90017 (the "Agreement").
24 10. Under the tenns of the Agreement, GRR was to remove from the Building a
25 substantial amount of telecommunications equipment from the Building, including from the walls
26 and conduits internal to the building. GRR was to then sell the salvaged equipment and scrap,
27 paying 50% of the gross proceeds to Xyvest. Under the Agreement, GRR was to complete all
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1removal and sales within 60 days, and pay to Xyvest all sums due within 10 days of the receipt of
3 11. Plaintiff is informed and believes and thereon alleges that gross proceeds of $750,000
4 were received, requiring GRR to tender payment of $375,000 to Xyvest.
5 12. GRR has refused to make any payment to Xyvest. GRR is therefore indebted to
6 Xyvest in the amount of $375,000.
713. Xyvest Holdings, Inc. perfmmed all conditions and covenants required of it for
8 payment under the Agreement.
Demand has been made for payment of these sums, but no payments have been made.
As a direct and proximate result of the breach of the Agreement, Plaintiff has and will
11 sustain damages of $375,000. Plaintiff is entitled to such payment of $375,000 plus interest at the
12 legal rate.
13SECOND CAUSE OF ACTION
15(Against all Defendants)
16 16. Plaintiff restates and incorporates the allegations contained in each paragraph above
17as though fully set forth herein.
1817. GRR removed telecommunications equipment and scrap from the Building pursuant
19to the Agreement with Xyvest. The total amount of such removed property ("Removed Prope1iy") is
20 known to GRR. All such equipment was the personal prope1iy of Plaintiff in which it had a present
21 possessory interest.
22 18. GRR was required pursuant to the Agreement to sell the Removed Property for the
23 benefit ofXyvest. GRR had no right to possess or sell the equipment for any other purpose.
2419. GRR was to retain 50% of the gross proceeds as return to Xyvest 50% of the gross
25 proceeds after sale of the Removed Prope1iy.
2620. GRR has refused to pay to Xyvest 50% of the gross proceeds, thus it has wrongfully
27 conve1ied the Removed Property for its own benefit. Xyvest did not consent to the sale of the
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1 Removed Property by GRR except insofar as it received the sales proceeds.
Xyvest has been damaged in an amount to be proven at trial.
Defendants' acts were willful, wanton, malicious, oppressive, and fraudulent, and
4 therefore justify the award of exemplary and punitive damages according to proof at trial.
7 Plaintiff demands a trial by jury as to all issues so triable.
Prayer for Relief
WHEREFORE, Plaintiff prays for as to each Defendant:
First Cause of Action
1. Actual damages of $375,000
2. Costs of suit; and
3. Interest at the legal rate.
Second Cause of Action
WHEREFORE, Plaintiff prays for as to each Defendant:
1. Actual damages
2. Punitive or Exemplary Damages
3. Costs of suit; and
4. Interest at the legal rate.
23 Dated: April 25, 2019
Sage Law Partners, PC
27 Danel C. Menthe
Attorneys for Xyvest Holdings, Inc.
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This agreement is being made between Xyvest Holdings and GRR LLC. Xyvest Holdings is the
managing partner of a building in Los Angeles al 611 Wilshire Blvd. The buHding has a large amount of
telecommunications equipment that Xyvest Holdings wants to sell. GRR LLC is in the business of
removal and selling of telecommunications equipment and has hereby agreed lo remove and sen
telecommunications equipment for Xyvest Holdings based on the following guidelines.
GENERAL WORK GUIDELINES:
• Safety is GRR LLC's priority on all jobs big or small. GRR LLC has and shall comply fully wrth their
very own Health, Safety and Environmental Operations manual outlining safety processes and
proceduresthat are set in place and in compliance with all OSHA federal guidelines and
California CA-OSHA mandates
• GRR LLC to follow all of regulatory. security and logislic protocols, including those of Xyvest
Holdings, in selling, removing and shipping of the telecommunications equipment.
• All GRR LLC employeesare to be fully insured for Workers Compensation. Additionally, GRR LLC
shall carry a General Liability Insurance policy. Prior to commencement of any work for the
removal and selling of the telecommunications equipment. GRR LLC shall provide evidence of all
insurance to Xyvest Holdings with an additional insured clauseas follows:
Xyvest Holdings Inc and 611 WJ!shire Properties GP
611 Wilshire Blvd. #810
Los Angeles, CA 90017
• GRR LLC shall perform the work outlined in this agreement based on a 7:00 am to 5:00 pm
Mondays through Saturdays, excluding holidays, to be attended by a representative of Xyvest
Holdings at its sole discretion, as follows:
>7:00 AM attendance check, job safety discussion and review.
>7:30 AM start work when all concerns are addressed and a Job Safety
Agreement is signed.
>9:30 AM break.
>12:00 noon lunch,
>12:45-1:00 PM return and continue work.
>4 :30 PM housekeeping and review
>5:00 PM shut down (unless discussed otherwise, and based on particular task)
Note: Any significant deviations from the above schedule by GRR LLCmay be authorized
in writing at the sole discretion of Xyvesl Holdings.
ELECTRIC HANDLING GUIDELINES:
• A local, medium voltage and high voltage industrial electrical contractor will accompany the GRR
LLC crew onsite to perform the acfual testing. airgaps and disconnections to isolate & loto
whatever we plan to remove.
• GRR LLC hereby certifies that every one of theiraew are fully versed in medium and high voltage
• GRR LLC may outsource the electricians on projects not only to promote safety for GRR LLC crew
and to adhere to any all fire/zoning codes. regulations and/or laws
• GRR LLC hereby acknowledges that some of the equipment is live and in use, these are not to be
touched or removed.
COPPER RECOVERY GUIDELINES:
• GRR LLCwill furnish 4x4x4 Gaylord 5 wall cardboard boxes to store copper scrap.
• Cablewill be rolled up in coils and taped with heavy duty duct tape and placed in boxes.
• Copper bars will be placed in same boxes but not filled more than half way lo prevent box from
GUIDELINES FOR WEIGHING SCRAP
• GRR LLC will furnish a 5x5 or 6x6 platform digital scale and weigh each box individually when
empty to gel tare weight.
• Full box will be weighed again for gross weight
• Each box will get a white sticker to identify, gross, tare & net
• Prior to loading boxes on truck the vehicle itself is also weighed empty al certified CAT Scale at
nearest truck stop, then weighed again while loaded, and then compared with packing
slip/manifest to be recorded.
• Everything sold by GRR LLC gets weighed, be it scrap, salvage, or used equipment.
• GRR LLC to provide a qualified, certified forklift operator as deemed necessary.
GUIDELINES FOR THE SALE OF THE TELECOMMUNICATIONS EQUIPMENT:
• GRR LLC LLC will sell the telecommunications equipment at its sole discretion to third party
buyers within its network with invoices lo be paid no later than 1 O days after delivery.
• All telecommunications equipment are to be sold with the sales proceeds to be mailed in form of a
cashier's check or wired funds to ..
611 Wilshire Properties GP
611 Wilshire Blvd. #810
Los Angeles, CA 90017
• The share of the sales proceed shall be split will be 50/50 with an estimated $750,000.00 in sales
including all scrap materials and salvaged equipment
• All sales of the lefecommunications equipment are to be made as FINAL with no returns, no
warranty expressed or implied by bolh parties.
• All labor related to !he scope of work as outlined in !his agreemenl is provided al the cost of GRR
• All Shipping related to the scope of workas outlined in !his agreement is provided at the cost of
• All work and all sales will be compleled wilhin a period no longer than 60 calendar days after
mutual execution of this agreement Any extension of this time period negotialed shall be in
• When work is considered complete and all receivables are collecled by Xyvest Holdings, GRR LLC
willInvoice Xyvest Holdings 50% of the revenue collected by Xyvest Holdings.
• Xyvest Holdings shall pay the percentage owed to GRR LLC in full no laler lhan 10 days after
• To the fullest extent permitted by law, GRR LLC shall defend, indemnify and hold harmlessXyvest
Holdings. its agents andany and all affiliates of Xyvest Holdings. including, without limitation, any
corporations or other entities controlling, controlled by, or under common control with Xyvest
Holdings, from and againslany and all claims, liabililies, costs or expenses. arising out of the
scope of work as provided in !his agreement.
• Said indemnity includes without limitation losses or claims against affiliates. shareholders, members.
officers, agents. employees, invitees, contractors, licensees and/or successors of Xyvest
• Said indemntty includes without limitation any claims made by any GRR LLC's affiliates.
shareholders. members, officers. agents, employees. invitees, contractors, licensees and/or
• Xyvest Holdings may, at its option. require GRR LLC to assume the defense of Xyvest Holdings in
any action from which GRR LLC is obligated to hold Xyvest Holdings harmless through counsel
satisfaclory to Xyvest Holdings
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