1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

COMPLAINT LA 51669096

STROOCK & STROOCK & LAVAN LLP Daniel A. Rozansky (State Bar No. 161647) John J. Lucas (State Bar No. 216236) 2029 Century Park East Los Angeles, CA 90067-3086 Telephone: 310-556-5800 Facsimile: 310-556-5959 Email: lacalendar@stroock.com Attorneys for Plaintiff SOUS CHEF, LLC

SUPERIOR COURT OF THE STATE OF CALIFORNIA

FOR THE COUNTY OF LOS ANGELES SOUS CHEF, LLC, a California limited liability company,

Plaintiff,

vs.

XAVIER MITCHELL, an individual; PROVIDENCE FILMS, LLC, a California limited liability company; CHICAGO TITLE COMPANY, a California corporation; and DOES 1-10, inclusive,

Defendants.

) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) )

Case No. COMPLAINT FOR: (1) FRAUD; (2) CONVERSION; and (3) BREACH OF WRITTEN CONTRACT

)

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

- 1 - COMPLAINT

LA 51669096

ST

RO

OC

K &

ST

RO

OC

K &

LA

VA

N L

LP

2029

Cen

tury

Par

k E

ast

Los

Ang

eles

, Cal

iforn

ia 9

0067

-308

6

PARTIES

1. Plaintiff Sous Chef, LLC (“Plaintiff” or “Sous Chef”) is a limited liability company

organized under the laws of the State of California with its principal place of business at all

relevant times in Encino, California.

2. Plaintiff is informed and believes, and thereupon alleges, that Defendant Xavier

Mitchell (“Mitchell”) is, and at all relevant times was, an individual who resides in Los Angeles,

California.

3. Plaintiff is informed and believes, and thereupon alleges, that Defendant Providence

Films, LLC (“Providence”) is a limited liability company organized under the laws of the State of

California with its principal place of business at all relevant times in Los Angeles, California.

4. Plaintiff is informed and believes, and thereupon alleges, that Defendant Chicago

Title Company (“Chicago Title”) is a California corporation with its principal place of business

located at 2510 N. Redhill Avenue, Santa Ana, California. It is a subsidiary of Fidelity National

Financial, Inc. Chicago Title’s agent for service of process is CT Corporation System, 818 W.

Seventh St., Los Angeles, California 90017.

5. The true names and capacities, whether individual, corporate, associate or otherwise,

of defendants Does 1 through 10, inclusive, are unknown to Plaintiff and thus, Plaintiff has sued

such Doe defendants by such fictitious names. Each of the Doe defendants designated herein as a

Doe is legally responsible in some manner for the events and happenings referred to herein and

proximately caused injury and damages to Plaintiff, as alleged herein.

6. At all times relevant to this action, each defendant, including those fictitiously

named, was the agent, servant, employee, partner, joint venturer, or surety of the other defendants

and was acting within the scope of said agency, employment, partnership, venture, or suretyship,

with the knowledge and consent or ratification of each of the other defendants in committing the

acts described and alleged herein.

7. Plaintiff is informed and believes, and thereon alleges, that at all times mentioned

herein, there existed a unity of interest and ownership between Defendants Providence and Mitchell

such that any individuality and separateness between Providence and Mitchell has ceased, and

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

- 2 - COMPLAINT

LA 51669096

ST

RO

OC

K &

ST

RO

OC

K &

LA

VA

N L

LP

2029

Cen

tury

Par

k E

ast

Los

Ang

eles

, Cal

iforn

ia 9

0067

-308

6

Providence and Mitchell are alter-egos of each other. Defendant Mitchell controls, dominates,

manages, and operates Providence such that there is no separateness between Defendants

Providence and Mitchell.

JURISDICTION AND VENUE

8. Plaintiff and Defendant Providence are based in Los Angeles County. Defendant

Mitchell resides in Los Angeles County. Moreover, the contracts at issue were entered into in Los

Angeles County. Further, the misappropriation occurred in Los Angeles County. Accordingly, this

Court has jurisdiction over the subject matter of this action.

9. This Court has personal jurisdiction over Defendants by reason of Defendants’

contacts with the State of California.

10. Venue in Los Angeles County is proper pursuant to Section 395(a) of the California

Code of Civil Procedure.

FACTS COMMON TO ALL CAUSES OF ACTION

11. This dispute concerns an escrow relating to the joint production and financing by

Plaintiff Sous Chef and Defendant Providence of a feature-film entitled “Chef,” based on an

original screenplay written by Jon Favreau.

12. Sous Chef is a subsidiary of Aldamisa Entertainment (“Aldamisa”). Aldamisa

includes Aldamisa Entertainment, LLC, a financing and production company, and Aldamisa

International, LLC, which serves as Aldamisa Entertainment’s sales and distribution arm.

13. Mitchell is Providence’s president. Presently, Mitchell is also a Defendant in

another active litigation for contractual fraud. In that litigation, First American Title Insurance

Company alleges that Mitchell orchestrated a fraud that resulted in an escrow officer wiring

$500,000 to Mitchell’s account. As part of the fraud, Mitchell arranged to have an imposter pose

as a 93-year-old man (who was hospitalized at the time) and sign escrow. That litigation, First

American Title Insurance Company v. Xavier Mitchell, et al, was filed in Los Angeles Superior

Court on July 3, 2012, Case No. BC 487496.

/ / /

/ / /

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

- 3 - COMPLAINT

LA 51669096

ST

RO

OC

K &

ST

RO

OC

K &

LA

VA

N L

LP

2029

Cen

tury

Par

k E

ast

Los

Ang

eles

, Cal

iforn

ia 9

0067

-308

6

The Production Agreement

14. On or about July 6, 2013, Sous Chef and Providence executed a Memorandum of

Understanding to jointly finance and produce “Chef” (the “Production Agreement”). The President

of Providence, Xavier Mitchell, and the President of Sous Chef, Sergei Bespalov, executed the

Production Agreement on behalf of their respective companies. Sous Chef and Providence each

agreed to contribute $3,000,000 to the production for a total of $6,000,000.

15. In the Production Agreement, the parties stipulated that Sous Chef already had

invested $2,500,000 into the production. Thus, $3,500,000 still remained to be invested.

Accordingly, the parties agreed to deposit the money into an escrow account. Based on Sous

Chef’s prior $2,500,000 investment, the parties agreed that Sous Chef would contribute $500,000

(to reach its $3,000,000 obligation), and Providence agreed to contribute the remaining $3,000,000.

Providence agreed to advance Sous Chef $200,000 by July 10, 2013, thereby reducing the amount

it would contribute to the escrow to $2,800,000. The parties agreed the “production funds” would

be placed in an escrow account and would be distributed to an “account of Sous Chef” to fund the

production. The parties agreed that the funds would not be distributed from the escrow account

until both parties passed “compliance” with Rabobank, the a bank processing the wire transfers,

and Chicago Title received confirmation of “compliance”.

The Escrow Agreement

16. Sous Chef, Providence and Chicago Title entered into an agreement entitled “Strict

Joint Order Escrow Instructions,” dated July 8, 2013 (although the signature line is not dated) and

numbered “Escrow No. 49301343-AF” (the “Escrow Agreement”). Accordingly, the parties

opened an escrow account, Bank of America account 12354-25717 (the “Escrow Account”) with

Chicago Title.

17. The Escrow Agreement provided for Sous Chef to wire $500,000, and for

Providence to wire $2,800,000, into the Escrow Account, to be addressed as follows: Bank of America 275 Valencia Blvd, 2nd Floor Brea, CA 92823-6340 ABA No. 026009593 For Credit to Escrow No. 49301343-AF Notify escrowee when funds received Alice Ford (559) 451-3712

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

- 4 - COMPLAINT

LA 51669096

ST

RO

OC

K &

ST

RO

OC

K &

LA

VA

N L

LP

2029

Cen

tury

Par

k E

ast

Los

Ang

eles

, Cal

iforn

ia 9

0067

-308

6

18. Together with Sous Chef’s prior $2,500,000 investment in the film and a $200,000

advance from Providence to Sous Chef, the parties’ funds to be placed into escrow would have

reached the agreed-upon $6,000,000 joint contribution to the production.

19. The Escrow Agreement further provided that Sous Chef could terminate the

agreement if it did not receive a $200,000 advance from Providence within two (2) days of its

deposit of $500,000 into escrow. Sous Chef also had the option to have its deposit returned if it did

not receive notice that both parties passed compliance within fifteen (15) days of Sous Chef’s

deposit. Lastly, the Escrow Agreement provided that the funds would remain in escrow for a

maximum of two (2) business days once both Sous Chef and Providence successfully passed

compliance with Rabobank.

20. Paragraph (b) of the Escrow Agreement provides that, within two (2) business days

of receiving written notice of compliance, Mitchell would send written instructions to Chicago

Title to release the escrowed funds to “the Production Account that has been established by” Sous

Chef (the “Production Account”). It further provides that Mitchell’s “written instructions to

deposit funds shall include the specific contact and banking information” to Chicago Title.

Schedule 1 of the Escrow Agreement identifies the Production Account as follows:

Sous Chef, LLC Wells Fargo Bank Calabasas, CA 6125149630 (Account #) 12100248 (Routing #) WFBIUS6S (SWIFT #)

21. Further, Paragraph (c) of the Escrow Agreement provides: “Notwithstanding the

foregoing, the parties hereby agree and Escrowee [Chicago Title] is hereby instructed that the

Escrowed investment shall be released to the Production Account once either of the Depositors

have made their escrow deposits, and upon Mitchell’s written instruction to release funds to the

Production Account . . .”

22. Finally, the Escrow Agreement contains a provision entitled “Matching Agreement”

which provides: “No portion of the Escrowed Investment or production funds shall be disbursed to

Production Account by Escrowee until such time as the escrow agreement has been fully executed

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

- 5 - COMPLAINT

LA 51669096

ST

RO

OC

K &

ST

RO

OC

K &

LA

VA

N L

LP

2029

Cen

tury

Par

k E

ast

Los

Ang

eles

, Cal

iforn

ia 9

0067

-308

6

and provided to the Escrowee, and until written receipt has been provided to the Escrowee upon the

successful passing of compliance by Mitchell. [sic] or the 15th day has arrived.”

23. The Escrow Agreement also includes a disbursement schedule. It provides that the

first disbursement of $1,800,000 to Sous Chef’s Production Account is to occur within two (2)

business days of passing of compliance by both parties or fifteen (15) days after receipt of

matching funds by Chicago Title, whichever occurs first.

24. The second disbursement of $1,500,000 to Sous Chef’s Production Account is to

occur upon written notice from Providence to Chicago Title to disburse or seven (7) business days

from the date of the first disbursement whichever occurs first.

Defendants’ Misconduct

25. On July 9, 2013, Sous Chef satisfied its obligations under the Escrow Agreement

when Aldamisa wired $500,000 into the Escrow Account. On July 10, Providence’s attorney, Igbo

Obioha of Obioha & Associates emailed Philip Elway, General Counsel of Aldamisa, attaching a

purported confirmation of a wire transfer of $2,800,000 to the Escrow Account.1 That same day,

Mitchell spoke with Alice Ford, a Manager of the NorCal Special Projects Division of Chicago

Title. Contrary to Obioha’s representations to Elway and despite the purported confirmation of the

wire transfer of $2,800,000, Providence had not deposited any money into the escrow account at

that time, much less passed compliance. Nevertheless, Mitchell instructed Ford to transfer

$297,175 from the escrow account into two other accounts, neither of which was the Production

Account or an account controlled by Sous Chef. While the Escrow Agreement required written

confirmation of compliance before Chicago Title was to distribute the funds, Mitchell merely

provided a purported “verbal confirmation” to Ford, falsely representing that both parties had

passed compliance. Chicago Title transferred the funds to the accounts Mitchell requested.

26. Sous Chef was not given notice at that time that $297,175 had been transferred from

the Escrow Account to non-Sous Chef accounts.

/ / /

1 On June 27, 2013, Obioha sent Elway a proof of funds purporting to confirm that Providence’s money market account at Bank of America had a balance of $3,546,275.69.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

- 6 - COMPLAINT

LA 51669096

ST

RO

OC

K &

ST

RO

OC

K &

LA

VA

N L

LP

2029

Cen

tury

Par

k E

ast

Los

Ang

eles

, Cal

iforn

ia 9

0067

-308

6

27. Between July 10 and July 22, Sous Chef did not receive confirmation that either

itself or Providence had passed compliance. In response to a request from Sous Chef, Obioha

confirmed that Providence expected the first disbursement (of $1,800,000) to Sous Chef’s

Production Account to occur on July 23 or July 24. On July 23, Elway emailed Obioha, noting it

was the 15th day since Sous Chef deposited its $500,000 contribution into the Escrow and asked

for an update on the status of compliance and the disbursement. Elway noted to Obioha the Escrow

Agreement gave Sous Chef the right to terminate the Escrow Agreement and to receive its

$500,000 deposit back if it did not receive confirmation that Providence passed compliance within

15 days of Sous Chef’s deposit. Obioha assured Elway that Providence would pass compliance by

the next day. He went further and stated that it was possible that Sous Chef would receive the first

disbursement the next day as well. Sous Chef did not receive notice of compliance or the

disbursement on July 24. Instead, Obioha emailed Elway assuring him compliance would be

completed no later than Friday, July 26, and the first disbursement would occur within two

business days thereafter.

28. Also on July 24, Elway emailed Carolyn Musgrave at Chicago Title, requesting that

she transfer the first disbursement of $1,800,000 to the Production Account. He expressed his

understanding that 15 days had passed since “deposits by both depositors,” so the conditions for the

first disbursement of $1,800,000 under the Disbursement Schedule in the Escrow Agreement were

satisfied.

29. In the next few days, Elway spoke with Ford at Chicago Title and she informed him

that Chicago Title would not disburse the funds because Chicago Title had not received a

$2,800,000 wire from Providence. Elway then forwarded Ford the email he received from Obioha

on July 10 with the confirmation of a $2,800,000 wire to the escrow account.2

30. Ford replied the same day and confirmed that Chicago Title had not received a wire

for $2,800,000.

/ / /

2 The Escrow Account information on the July 10 wire transfer confirmation is consistent with the Escrow Account information in the Escrow Agreement.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

- 7 - COMPLAINT

LA 51669096

ST

RO

OC

K &

ST

RO

OC

K &

LA

VA

N L

LP

2029

Cen

tury

Par

k E

ast

Los

Ang

eles

, Cal

iforn

ia 9

0067

-308

6

31. Elway replied by email and formally requested the return of Sous Chef’s $500,000

deposit pursuant to the Escrow Agreement. He cited the relevant provision of the Escrow

Agreement (Paragraph (b) of the General Conditions) and explained that 15 days had passed since

Sous Chef deposited its money, yet it had not received written confirmation that both depositors

had passed compliance.

32. On Monday, July 29, 2013, Ford and Carolyn Musgrave of Chicago Title spoke by

telephone with Elway and Marina Bespalov, Co-Chairman of Aldamisa. During the conversation,

Sous Chef learned for the first time that Chicago Title had transferred $297,175 from the Escrow

Account on July 10. Ford confirmed that Chicago Title did not have written confirmation of

compliance, but instead relied on Mitchell’s “verbal confirmation.”

33. Elway emailed Ford later that same day to confirm that Sous Chef was requesting

return of its $500,000 deposit.

34. Ford responded by email that she would transfer $2,825 for the fees paid to Chicago

Title, but that she would not return the remaining $297,175 until she received a $300,000 transfer

from Mitchell. She noted that Mitchell verbally “committed” to wire $300,000 to Chicago Title.

35. Elway responded by email and demanded that Chicago Title immediately return

Sous Chef’s deposit, regardless of whether Mitchell had wired back $300,000.

36. Ford did not do so, but instead replied by email that she would open a claim with

Chicago Title’s claims department to review the matter if Mitchell did not wire $297,175 by the

next day, Tuesday, July 30.

37. To date, Mitchell still has not wired $300,000 to Chicago Title.

38. In a separate email on July 29, 2013, Elway reiterated Sous Chef’s demand for its

$500,000 deposit.

39. On July 30, Ford sent an email informing Ms. Bespalov of Aldamisa (at Ms.

Bespalov’s request) that the July 10 wires were sent to (1) Tier One International for $247,175; (2)

Penny Bid for $50,000; and (3) Sous Chef, LLC for $200,000.

40. Ms. Bespalov then requested the bank names and account numbers for the wires, but

Ford refused to provide the information.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

- 8 - COMPLAINT

LA 51669096

ST

RO

OC

K &

ST

RO

OC

K &

LA

VA

N L

LP

2029

Cen

tury

Par

k E

ast

Los

Ang

eles

, Cal

iforn

ia 9

0067

-308

6

41. On July 31, Ford informed Ms. Bespalov that Tier One International and Penny Bid

“committed verbally” to “immediately” return the funds disbursed on July 10.

42. To date, Providence has not deposited any money into the Escrow Account, nor has

it returned any of Sous Chef’s deposit that Chicago Title improperly transferred at Mitchell’s

request.

FIRST CAUSE OF ACTION

[Fraud – Against Defendant Providence Films, LLC and Defendant Xavier Mitchell]

43. Plaintiff hereby incorporates by reference Paragraphs 1 through 42 above, as though

set forth fully herein.

44. Defendant Mitchell, on behalf of Defendant Providence, executed the Production

Agreement and Escrow Agreement with Plaintiff without any intention of performing under the

agreement. Specifically, Providence represented that it would contribute $2,800,000 to the Escrow

Account to be disbursed to a Production Account controlled by Sous Chef. To further substantiate

its commitment, Providence’s attorney, Obioha, provided Plaintiff with Providence’s bank

statement purporting to evidence a money market account balance of over $3,500,000.

45. Despite these representations, Mitchell (on behalf of Providence) entered into the

Production Agreement and Escrow Agreement with Plaintiff without any intention of performing

under either agreement. Indeed, after Plaintiff performed its obligations under the Escrow

Agreement by depositing $500,000 into the Escrow Account, Providence did not contribute to the

Escrow Account as it had represented falsely that it would do.

46. Instead, Mitchell facilitated the transfer of Plaintiff’s deposit out of the Escrow

Account and into accounts outside of Plaintiff’s control. In order to facilitate the transfer of

Plaintiff’s deposit out of the Escrow Account, Providence and/or Mitchell (collectively, the

“Providence Defendants”) falsely represented to Plaintiff and/or Defendant Chicago Title that

Defendant Providence had wired $2,800,000 into the Escrow Account. In actuality, the Providence

Defendants had not wired any money into the Escrow Account.

47. The Providence Defendants made these false representations with the intent to

induce Plaintiff to rely upon them and, more specifically, to induce Plaintiff to deposit $500,000

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

- 9 - COMPLAINT

LA 51669096

ST

RO

OC

K &

ST

RO

OC

K &

LA

VA

N L

LP

2029

Cen

tury

Par

k E

ast

Los

Ang

eles

, Cal

iforn

ia 9

0067

-308

6

into the Escrow Account. At the same time, the Providence Defendants knew that they would not

deposit $2,800,000 into the Escrow Account, and further, knew that Mitchell would seek to

abscond with Plaintiff’s deposit from the Escrow Account.

48. Plaintiff did indeed reasonably rely upon the Providence Defendants’ false

representations by depositing $500,000 into the Escrow Account.

49. As a direct and proximate result of the Providence Defendants’ conduct, Plaintiff

has been damaged. In particular, Plaintiff lost at least $297,175 when Mitchell facilitated the

transfer of $297,175 out of the Escrow Account. Pursuant to the Escrow Agreement, money

deposited into the Escrow Account was to be distributed to Plaintiff’s Production Account.

However, the Providence Defendants never made those deposits, and Plaintiff does not have access

to, or control of, any accounts in the name of Tier One International or Penny Bid. Plaintiff would

not have deposited $500,000 into the Escrow Account had it known that the Providence Defendants

never had any intention of honoring their agreement to contribute to the Escrow Account.

50. In engaging in the acts alleged, the Providence Defendants acted with reckless

disregard for Plaintiff’s rights, and acted with malice, fraud and oppression. As such, the

Providence Defendants are obligated to pay Plaintiff compensatory damages in excess of $297,175

and are subject to punitive damages to punish them for their wrongful actions toward Plaintiff.

SECOND CAUSE OF ACTION

[Conversion – Against Defendant Providence Films, LLC and Defendant Mitchell Xavier]

51. Plaintiffs hereby incorporate by reference Paragraphs 1 through 50 above, as though

set forth fully herein.

52. Plaintiff and Providence agreed that Plaintiff would deposit $500,000 into the

Escrow Account and Providence would place $2,800,000 into the Escrow Account to be distributed

to a Production Account controlled by Plaintiff.

53. Plaintiff deposited $500,000 into the Escrow Account pursuant to the Escrow

Agreement.

54. Neither Mitchell nor Providence was authorized to access, control or transfer the

funds in the Escrow Account.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

- 10 - COMPLAINT

LA 51669096

ST

RO

OC

K &

ST

RO

OC

K &

LA

VA

N L

LP

2029

Cen

tury

Par

k E

ast

Los

Ang

eles

, Cal

iforn

ia 9

0067

-308

6

55. Without Plaintiff’s knowledge or authorization, Defendant Mitchell and/or

Defendant Providence facilitated the transfer of at least $297,175 from the Escrow Account to

accounts of Tier One International and Penny Bid, distinct entities that Plaintiff does not control

and to which Plaintiff has no access.

56. The Providence Defendants facilitated the transfer by intentionally misrepresenting

that Mitchell and/or Providence had deposited $2,800,000 into the Escrow Account.

57. Mitchell further facilitated the transfer by intentionally misrepresenting that the

parties had passed compliance with Rabobank.

58. Mitchell and/or Providence intentionally transferred the funds in question to an

account or accounts solely under their control.

59. As a result of Defendants’ conversion of the funds, Plaintiffs have suffered damages

in excess of $297,175.

60. In engaging in the acts alleged, the Providence Defendants acted with reckless

disregard for Plaintiff’s rights, and acted with malice, fraud and oppression. As such, the

Providence Defendants are subject to punitive damages to punish them for their wrongful actions

toward Plaintiff.

THIRD CAUSE OF ACTION

[Breach of Written Contract – Against Defendant Chicago Title Company]

61. Plaintiff hereby incorporates by reference Paragraphs 1 through 60 above, as though

set forth fully herein.

62. The Escrow Agreement was a valid and binding written contract.

63. Chicago Title agreed to adhere to the Escrow Instructions as “expressly set forth” in

the Escrow Agreement.

64. Plaintiff performed all of its obligations under the Escrow Agreement, and all

conditions for Chicago Title’s performance were satisfied.

65. As stated above, Paragraph (c) of the Escrow Agreement provides:

“Notwithstanding the foregoing, the parties hereby agree and Escrowee [Chicago Title] is hereby

instructed that the Escrowed investment shall be released to the Production Account once either of

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

- 11 - COMPLAINT

LA 51669096

ST

RO

OC

K &

ST

RO

OC

K &

LA

VA

N L

LP

2029

Cen

tury

Par

k E

ast

Los

Ang

eles

, Cal

iforn

ia 9

0067

-308

6

the Depositors have made their escrow deposits, and upon Mitchell’s written instruction to release

funds to the Production Account . . .”

66. Paragraph (b) of the Escrow Agreement provides that the disbursement will be to

“the Production Account that has been established by” Sous Chef. Schedule 1 of the Escrow

Agreement identifies the Production Account as follows:

Sous Chef, LLC Wells Fargo Bank Calabasas, CA 6125149630 (Account #) 12100248 (Routing #) WFBIUS6S (SWIFT #)

67. Finally, the Escrow Agreement contains a provision entitled “Matching Agreement”

that provides: “No portion of the Escrowed Investment or production funds shall be disbursed to

Production Account by Escrowee [Chicago Title] until such time as the escrow agreement has been

fully executed and provided to the Escrowee [Chicago Title], and until written receipt has been

provided to the Escrowee [Chicago Title] upon the successful passing of compliance by Mitchell.

[sic] or the 15th day has arrived.”

68. Chicago Title breached the terms of the Escrow Agreement by transferring funds

from the Escrow Account to accounts in the name of Tier One International and Penny Bid, neither

of which matched the Production Account information listed in Schedule 1 of the Escrow

Agreement, and neither of which is controlled by Sous Chef.

69. Chicago Title also breached the “Matching Agreement” provision in the Escrow

Agreement, as it transferred funds from the Escrow Agreement without written receipt that

Mitchell, Providence, Plaintiff or anyone else had deposited money into the Escrow Account and

thereafter passed compliance. Instead, Chicago Title relied on Mitchell’s purported “verbal

confirmation” when he falsely represented that the parties had passed compliance. Moreover,

fifteen (15) days had not passed since Plaintiff deposited into the Escrow Account and/or since

Chicago Title had received “matching funds” from Providence. Indeed, only two (2) days had

passed after Plaintiff made the first and only deposit by any party into the Escrow Account.

70. As a direct and proximate result of Chicago Title’s breach of the Escrow

Agreement, Plaintiff has suffered damages in excess of $297,175.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

- 12 - COMPLAINT

LA 51669096

ST

RO

OC

K &

ST

RO

OC

K &

LA

VA

N L

LP

2029

Cen

tury

Par

k E

ast

Los

Ang

eles

, Cal

iforn

ia 9

0067

-308

6

PRAYER FOR RELIEF

WHEREFORE, Plaintiff prays for judgment and relief, as follows:

1. For judgment in favor of Plaintiff and against Defendants;

2. For compensatory damages, including all actual, incidental and consequential

damages, in an amount to be proven at trial;

3. For injunctive relief;

4. For restitution;

5. For exemplary and punitive damages;

6. For pre-judgment and post-judgment interest at the legal rate;

7. For costs of suit herein, including reasonable attorneys’ fees; and

8. For such other and further relief as the Court deems proper.

Dated: August 5, 2013 STROOCK & STROOCK & LAVAN LLP DANIEL A. ROZANSKY JOHN J. LUCAS

By: Daniel A. Rozansky Attorneys for Plaintiff SOUS CHEF, LLC

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

- 13 - COMPLAINT

LA 51669096

ST

RO

OC

K &

ST

RO

OC

K &

LA

VA

N L

LP

2029

Cen

tury

Par

k E

ast

Los

Ang

eles

, Cal

iforn

ia 9

0067

-308

6

DEMAND FOR JURY TRIAL

Plaintiff hereby demands a trial by jury.

Dated: August 5, 2013 STROOCK & STROOCK & LAVAN LLP DANIEL A ROZANSKY JOHN J. LUCAS

By: Daniel A. Rozansky Attorneys for Plaintiff SOUS CHEF, LLC