1 JAKRUN S. SODHI, SBN 200851
OUR FILE NO. AMC2.52041
2 CURTIS & ARATA
A Professional Corporation
3 1300 K Street, Second Floor
P.O. Box 3030
4 Modesto, CA 95353
Telephone: (209) 521-1800
5 Facsimile: (209) 572-3501
6 Attorneys for Plaintiff AMERICAN MOTOR CITY
SUPERIOR COURT OF CALIFORNIA, COUNTY OF STANISLAUS
AMERICAN MOTOR CITY, Case No. 6 3 25 4 0
COMPLAINT FOR DAMAGES:
[Unlimited Jurisdiction - Damages
13 v. exceed $25,000]
(1) Breach of Contract;
CROWS LANDING AUTO CENTER,
15 AMEL MOHAMMAD ATALLA, individually, (2) Breach of Fiduciary Duty;
and dba CROWS LANDING AUTO
16 CENTER, and DOES 1-100, (4) Actual Fraud;
(5) Constructive Fraud;
17 Defendants. (6) Intentional Misrepresentation;
18 (8) Breach of Implied Covenant of
19 --------------------------~/ Good Faith and Fair Dealing;
(9) Unjust Enrichment.
Plaintiff AMERICAN MOTOR CITY complains and alleges as follows:
1. Plaintiff AMERICAN MOTOR CITY (hereinafter referred to as "Plaintiff') is,
and at all times herein mentioned whos principal place of business is based out of
Houston , Texas.
2. Plaintiff is informed and believes, and thereon alleges that Defendant
COMPLAINT FOR DAMAGIiiS._. h .
IllS case as been assIgned to Judge WILLIAM A. MfYHEW
1 CROWS LANDING AUTO CENTER, and at all times mentioned herein is an unknown
2 business entity that operates in Stanislaus County, California.
3 3. Plaintiff is informed and believes, and thereon alleges that Defendant
4 AMEL MOHAMMAD ATALLA, is, and at all times mentioned herein was, an individual
5 residing in Stanislaus County, California.,~
6 4. Plaintiff is ignorant of the true names and capacities of the Defendants
7 sued herein as DOES 1 through 100, inclusive, and therefore sue such Defendants by
8 such fictitious names. Plaintiff is inforf!1ed and believe that each fictitiously named
9 Defendant is somehow responsible for the damages alleged herein, and Plaintiff will
10 amend this complaint to assert the true names and capacities of such fictitiously named
11. Defendants when they become known to Plaintiff.
13 FIRST CAUSE OF ACTION
14 (Breach of Contract)
15 (As To All Defendants)
16 5. During the years 2004 to 2008, Plaintiff and Defendants entered into
17 verbal partnership agreements, wherein Plajntiff would send Defendants automobiles,
18 that would be placed for sale at Defendants' car lots, and in return, pay for the vehicles
19 as they were sold.
20 6. The essential terms of the partnership agreement were that Plaintiff would
21 be paid for the vehicles it sent from Texas immediately upon sale of each by CROWS
22 LANDING AUTO CENTER and AIVIEL MOHAMMAD ATTALA. Defendants agreed to
23 advertise, and sell the vehicles at the highest price marketable, and to pay Plaintiff
24 immediately upon sale to a customer.
25 7. Plaintiff has performed all conditions, covenants, and promises required to
26 be performed on his part in accordance with the terms a!1d conditions of the partnership
COMPLAINT FOR DAMAGES Page 2
1 8. On or about February of 2008, Defendants began to delay payment for
2 the vehicles sent from Plaintiff. As of May 2008, although Plaintiff demanded payment
3 for vehicles it had sent in good faith, no payments were provided by Defendants
4 CROWS LANDING AUTO CENTER, and AMEL MOHAMMAD ATTALA.
5 9. On or about May of 2008, Plaintiff discovered that Defendants had in fact
6 sold the vehicles it had provided to them, and they did so without having the legal titles
7 to the vehicles that were sold. Plaintiff did not transfer any titles to the vehicles, and
8 has never been paid for them ..
9 10. Defendants further breached the partnership agreement by sending
10 checks that were returned for insufficient funds in an attempt to delay paying for the
11 now stolen vehicles.
12 11. As a proximate result of Defendants breach of the partnership agreement,
13 Plaintiff has suffered damages in that he provided automobiles to Defendants, and they
14 failed to pay for same. Plaintiff has lost profits that would have been earned by the
15 partnership agreement but for Defendants' breach, in an amount to be proven at trial.
17 SECOND CAUSE OF ACTION
18 (Breach of Fiduciary Duty)
19 12. Plaintiff hereby incorporates as if fully set forth herein the allegations of
20 paragraphs 1 through 11, inclusive.
21 13. By intentionally delaying Plaintiff's payments, and by converting the
22 monies to their own use, Defendants breached the duty of care imposed by Corporation
23 Code Section 1640 to the partnership and to Plaintiff.
24 14. ~s a proximate result of Defendants' breach of their duty of care to the
25 partnership and to Plaintiff, Plaintiff has suffered damages in that it contributed
26 financially to the partnership business and contributed its services in selecting quality
27 vehicles for sale at Defendants' car lots. Plaintiff has also lost profits that would have
COMPLAINT FOR DAMAGES Page 3
1 been earned by the partnership but for Defendants' breach, in an amount to be proven
2 at trial.
4 THIRD CAUSE OF ACTION
6 15. Plaintiff hereby incorporates as if fully set forth herein the allegations of
7 paragraphs 1 through 14. inclusive.
8 16. At all times herein mentioned, and in particular beginning in or about
9· February of 2008, Plaintiff was, and still is, entitled to possession, of the following
10 property: 2007 Chevrolet Tahoe (7R131804), 2007 Chevrolet Tahoe 7R122491; 2005
11 Chevrolet Tahoe 5J113800, 2005 Cadillac Escalade 5G117387, 2004 Chevrolet
12 Suburban 4G234254, 2004 Chevrolet Suburban 4R252470, as well as the monies for
13 bounced checks written by CROWS LANDING AUTO CENTER and AMEL
14 MOHAMMAD ATTALA. The above-mentioned property has a value of in excess of
15 over several hundred thousand dollars.
16 17. Beginning in or about February of 2008, Defendants wrongfully and
17 intentionally interfered with the interests of Plaintiff and the partnership by taking the
18 vehicles sent from Plaintiff and converting the same for their own use.
19 18. As a proximate result of Defendants' conversion, Plaintiff has suffered
20 damages in an amount in excess of several hundred thousand dollars.
21 19. Moreover. Defendants' acts of converting Plaintiff's property were done
22 intentionally, willfully, wanton, and malicious, and justify the award of exemplary and
23 punitive damages.
COMPLAINT FOR DAMAGES Page 4
2 FOURTH CAUSE OF ACTION
3 (Actual Fraud)
4 20. Plaintiff hereby incorporates as if fully set forth herein the allegations of
5 paragraphs 1 through 19, inclusive.
6 21. By entering into the partnership agreement, Plaintiff was told that it would
7 be able to obtain payment immediately upon sale to Defendants' customers, and
8 Defendants were able to obtain vehicles at below wholesale prices, thereby ensuring
9 their profits.
10 22. As of February 2008, when Defendants made promises to Plaintiff that
11 payments would be forthcoming, Defendants had no intention of performing that
13 23. The promise was made by Defendants with the intent to induce Plaintiff to
14 . enter into the partnership agreement and contribute his time, money and services to the
15 partnership, from which Defendants could gain profits and benefits for themselves.
16 24. Plaintiff, at the time the promise was made and at the time Plaintiff took
17 the actions alleged, was ignorant of Defendants' secret intention not to perform and
18 could not, in the exercise of reasonable diligence, have discovered their secret.
19 intention. In reliance on Defendants' promise, Plaintiff contributed his time, money and
20 services to the partnership. If Plaintiff had known of Defendants actual intention,
21 Plaintiff would not have taken that action.
22 25. As a proximate result of Defendants' fraud and the facts alleged in this
23 complaint, Plaintiff was induced to, and did, enter into the partnership agreement and
24 contribute his'time, money and services to the partnership business, and by reason of
25 which Plaintiff has been damaged in an amount to be proven at trial.
26 26. Moreover, Defendants' acts of fraudulently inducing Plaintiff to enter into
27 the partnership agreement were done intentionally, willfully, wanton, and malicious, and
COMPLAINT FOR DAMAGES Page 5
1 justify the award of exemplary and punitive damages.
3 FIFTH CAUSE OF ACTION
4 (Constructive Fraud)
5 27. Plaintiff hereby incorporates as if fully set forth'·nerein the allegations of
6 paragraphs 1 through 26, inclusive.
7 28. By virtue of the partnership agreement, the relationship between Plaintiff,
8 and Defendants was fiduciary in nature. Defendants thereby owed Plaintiff the
9 fiduciary duties of loyalty and care, and the obligation to conduct the partnership.
10 business in good faith and fair dealing. Because Plaintiffs confidence in Defendants
11 integrity caused Plaintiff to entrust Defendants with the authority to act for the
12 partnership, a confidential relationship existed at all times herein mentioned between
13 Plaintiff, and Defendants.
14 29. Defendants breached their fiduciary duties to Plaintiff and violated the
15 relationship of trust and confidence by excluding Plaintiff from its interest in the
16 partnership business and assets, and by securing advantage over Plaintiff by
17 misleading Plaintiff to its prejudice.
18 30. Plaintiff placed confidence in and relied on Defendants until on or about
19 May of 2008, when Plaintiff discovered the aforesaid acts committed in breach of
20 Defendants' fiduciary duties. Until that date, Plaintiff had reasonably relied on
21 Defendants in view of their relationship as partners under the partnership agreement.
22 31. As a proximate result of Defendants' fraud as herein alleged, Plaintiff has
23 been damaged in an amount to be proven at trial.
25 SIXTH CAUSE OF ACTION
26 (Intentional Misrepresentation - Civil Code §1572)
27 32. Plaintiff hereby realieges and incorporates paragraphs 1 through 31, as
COMPLAINT FOR DAMAGES Page 6
1 though fully set forth herein.
2 33. Defendants made the following representations to Plaintiff :
3 A. That Plaintiff would receive a share of the profits of the sales of the
5 B. That Plaintiff would be paid immediately upon the sale.
6 34. The representations of the these Defendants were in fact false. The true
7 facts are that:
8 A. Defendants obtained vehicles from Plaintiff without making any
9 payments. Defendants then sold these vehicles for profit and hid the sales from
10 Plaintiff. Defendants then provided checks for alleged payments for vehicles sold, and
11 these checks were of no value when received by Plaintiff.
12 B. Defendants only intended to mislead Plaintiff into providing vehIcles at
13 its own expense, and free to Defendants.
14 C. Defendants had no intention of, and did not, provide any of their own
15 capital and/or funds for the sales, and continued sales of the vehicles.
16 35. When Defendants made the herein mentioned representations, they knew
17 them to be false and made these representations with the intention to deceive and
18 defraud Plaintiff and induce Plaintiff to act in reliance on these representations, or with
19 the expectation that Plaintiff would so act.
20 36. Plaintiff, at the time these representations were made by Defendants, and
21 at the time Plaintiff took the acts herein alleged, was ignorant of the falsity of these
22 representations, and believed them to be true.
23 37. In reliance of these representations, Plaintiff was induced to, and did,
24 provide moni~s and labor in the form of paying for, and finding vehicles for sale at
25 Defendants' dealerships, in excess of hundreds of thousand dollars.
26 38. Plaintiff would not have sent the vehicles to Defendants, if it had known
27 the true facts. As a direct and proximate cause of the fraudulent conduct of
COMPLAINT FOR DAMAGES
1 Defendants, Plaintiff has been damaged in excess of $100,000.00.
2 39. The aforementioned conduct of Defendants was intentional
3 misrepresentation, deceit and/or concealment of material facts known to Defendants,
4 with the intention on their part of thereby depriving Plaintiff of property, legal rights or
5 otherwise causing injury, and was despicable conduct that swbjected to cruel and unjust
6 hardship and conscious disregard of Plaintiff's right, so as to justify an award of
7 exemplary and punitive damages.
9 SEVENTH CAUSE OF ACTION
11 (All Defendants)
12 40. Plaintiff hereby incorporates as if fully set forth herein the allegations of
13 paragraphs 1 through 39, inclusive.
14 41. Beginning in or about February of 2008, Defendants, and each of them,
15 knowingly and willfully conspired and agreed amongst themselves to commit the torts
16 and breaches of contract and duty alleged herein above.
17 42. Defendants, and each of them, did the acts and things herein alleged
18 pursuant to, and furtherance of, the conspiracy.
19 43. Plaintiff is informed and believes and thereon alleges that the last overt
20 act in pursuance of the above-described conspiracy occurred on or about May of 2008.
21 44. As a proximate result of the wrongful acts herein alleged, Plaintiff has
22 been generally damaged in an amount in excess of several hundred thousand dollars.
23 45. Moreover, in engaging in said conduct and acts, Defendants, and each of
24 them, acted willfully, oppressively, fraudulently, and maliciously, and therefore, Plaintiff
25 is entitled to punitive damages in an amount to be ascertained at trial.
COMPLAINT FOR DAMAGES
2 EIGHTH CAUSE OF ACTION
3 (Breach of Implied Covenant of Good Faith and Fair Dealing)
4 46. Plaintiff hereby realleges and incorporates paragraphs 1 through 45, as
5 though fully set forth herein.
6 47. Defendants agreed to act in good faith and fair dealing in operating the
7 business in that Defendants agreed to provide monies for the vehicles provided by
8 Plaintiff. Plaintiff relied on Defendants' representations regarding their duty to be fair,
9 honest, and truthful about the profits and/or sales in that Plaintiff provided and
10 continued to provide vehicles. Further, Plaintiff relied on Defendants' representations
11 that Defendants would provide funds to Plaintiff to pay for the vehicles it had sold.
12 48. Plaintiff has recently learned that Defendants did not provide any funds to
13 Plaintiff despite their representations, and that new lenders are demanding titles to the
14 vehicles owned by Plaintiff, and sold by Defendants.
15 49. As a proximate and direct result of Defendants' failure to pay for the
16 vehicles sold, Plaintiff has been damaged in excess of hundred thousand dollars.
18 NINTH CAUSE OF ACTION
19 (Unjust Enrichment)
20 50. Plaintiff hereby realleges and incorporates paragraphs 1 through 49 as
21 though fully set forth herein
22 51. Defendants, taking possession of the vehicles sent by Plaintiff, have
23 improperly received monies from the vehicle sales, and failed to disclose those monies
24 to Plaintiff.
25 52. The monies taken by defendants were as a result of Plaintiff's continued
26 labor and capital investment into Defendants' inventory, with the understanding that
27 Plaintiff would be receive payment for same from Defendants.
COMPLAINT FOR DAMAGES Page 9
1 53. To date, Defendants have failed to provide any money to Plaintiff for its
3 54. As a direct and proximate result of defendants' actions, Plaintiff has been
4 damaged in excess of $150,000.00.
5 WHEREFORE, AMERICAN MOTOR CITY prays for jfadgment against
6 Defendants, and each of them, as set forth below.
8 1. For general damages according to proof;
9 2. For special damages according to proof;
10 3. For pre-judgment interest on the damages according to the legal interest
11 rate of ten percent per year;
12 4. For litigation costs', including attorneys' fees where applicable, and expert
13 and consultant fees, according to proof;
14 5. For punitive and exemplary dar:nages to be determined in these
16 6. For such other and further relief as the court may deem proper.
18 Date: October -L, 2008 CURTIS & ARATA
A Professional Law Corporation
21 d~~.,.:::~~·~;::::::::~~",,-- ___
22 Attorney for Plaintiff
AMERICAN MOTOR CITY
COMPLAINT FOR DAMAGES Page 10