Samuel J. Arsht, Esq. – SBN 100156
Jeffrey A. Meinhardt, Esq. – SBN 245090
SILVER & ARSHT
1860 Bridgegate Avenue, Suite 100 Westlake Village, California 91361-1409
Cellphone: (805) 495-4044
Fax: (805) 494-4704
E-mail: sam@silverandarsht.com, imeinhardt@silverandarsht.com Attorneys for Plaintiff ALL SERVICE FINANCIAL, LLC.
IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF ORANGE COUNTY 30-2022-01297683-CU-BC-CJC
ALL SERVICE FINANCIAL, LLC, a Florida restricted legal responsibility firm Plaintiff
vs.
THE LITIGATION PRACTICE GROUP, PC., Defendants.
Plaintiff ALL SERVICE FINANCIAL, LLC., a Florida restricted legal responsibility firm, hereby alleges:
GENERAL ALLEGATIONS (In opposition to all Defendants)
1. Plaintiff ALL SERVICE FINANCIAL, LLC, a Florida restricted legal responsibility firm (“Plaintiff’ or “ASF”), is certified to do enterprise and is in good standing in California. ASF is an organization that focuses on lead technology for shoppers excited by debtor’s rights providers.
2. Defendant BAT INC., is a California company, doing enterprise as COAST PROCESSING (“BAT”), with its principal office positioned at 1351 Calle Avanzado, Suite 2 San Clemente, California 92673, in Orange County. Plaintiff is knowledgeable and believes and thereon alleges that BAT’s enterprise is to offer administrative help providers to regulation corporations that present a bundle of debtor’s rights providers to the patron.
3. Defendant THE LITIGATION PRACTICE GROUP, PC., is a California company (“LPG”), with its principal office positioned at 17542 E seventeenth Avenue, Ste 100 Tustin, California 92780, in Orange County. Plaintiff is knowledgeable and believes and thereon alleges that LPG’s enterprise is to offer authorized providers to consumer in search of debtor’s rights providers.
4. Plaintiff is knowledgeable and believes and thereon alleges that Defendant Tony Diab is the only shareholder of BAT and resides in Orange County, California.
5. Plaintiff is knowledgeable and believes and thereon alleges that Defendant Daniel S. March is the only shareholder of LPG and resides in Orange County, California. Defendants BAT, LPG, Daniel S. March and Tony Diab are collectively referred to herein as “BAT Defendants.”
6. Plaintiff is unaware of the names and capacities of the Defendants sued herein as Does 1 by means of 25 and subsequently sues mentioned Defendants by such fictitious names. Plaintiff will amend this Grievance to allege their true names and capacities after they turn out to be identified. Plaintiff is knowledgeable and believes and thereon alleges that every of the fictitiously named Defendants is accountable in some method for the damages suffered by Plaintiff as alleged on this Grievance.
GENERAL FACTS
7. On or about February 19, 2020, ASF and BAT entered into the written settlement titled, Amended and Restated BAT Inc. (dba Coast Processing) – Affiliate Settlement (the “Settlement”). A totally signed copy of the Settlement is connected hereto and integrated herein as Exhibit “A”. Primarily based on the phrases of the Contract, for each “Account” ASF supplied to BAT, BAT was to pay ASF a “Buy Value.” The time period “Account is outlined as “every file generated by ASF and positioned with Coast” and the time period “Buy Value” is outlined as “69% of x (income produced per Account – y (Month-to-month Upkeep Charge).”
8. Plaintiff is knowledgeable and believes and thereon alleges that at a while after the execution of the Settlement, BAT assigned its rights within the Settlement to LPG, and/or LPG agreed to be certain by the phrases of the Settlement. LPG’s settlement to the phrases of the Settlement are evidenced by LPG’s conduct and acceptance of providers supplied by Plaintiff per the phrases of the Settlement.
9. In or round November 2021, BAT Defendants stopped paying Plaintiff monies owed beneath the contract. Regardless of the continued monies obtained by BAT Defendants from the purchasers generated by ASF, BAT Defendants refused to pay ASF its Buy Value on its account. In actual fact, LPG continued to ship ASF common updates on the quantity of monies owed to ASF, which as of August 2022, was roughly $1.3 million. This quantity has solely elevated over the past a number of months. BAT Defendants have failed to offer any legitimate motive for the withholding of those monies.
10. BAT, by means of its principal and alter ego, Tony Diab, has claimed that BAT is a defunct company with no property. Plaintiff is knowledgeable and believes and thereon alleges that BAT has transferred all of its property to LPG, in an try to make BAT judgment proof and to defraud its collectors, together with ASF.
11. Plaintiff is knowledgeable and believes and thereon alleges that always herein talked about there existed a unity of curiosity and possession between BAT, LPG, Daniel S. March and Tony Diab and every of them, such that any individuality and separateness between them had ceased and the BAT Defendants and every of them, are the alter ego of one another and every is collectively and severally answerable for damages suffered by ASF because of BAT Defendants’ breach of the Settlement.
12. Adherence to the fiction of the separate existence of BAT and LPG as entities distinct from the BAT Defendants, and every of them, would allow an abuse of the company privilege and promote injustice as a result of, Plaintiff is knowledgeable, believes and thereon alleges:
(a) The BAT Defendants, and every of them, dominated and managed BAT and LPG to such an extent that they managed all of LPG’s and BAT’s property, funds and funds;
(b) The BAT Defendants, and every of them, co-mingled funds with one another;
(c) BAT was and all the time remained undercapitalized and lacked the power to pay its money owed;
(d) On the time of incurring the underlying obligations to Plaintiff, BAT had inadequate capital or revenues to fulfill its obligations to Plaintiff;
(e) The BAT Defendants, and every of them, have used their very own funds, each time wanted, to pay the obligations of BAT and/or LPG which they selected to pay;
(f) The BAT Defendants decided which BAT and LPG obligations would and wouldn’t be paid; and
(g) The BAT Defendants, and every of them, have dominated and managed BAT and LPG to such an extent that they deal with BAT and LPG and their property the identical as if instantly owned by the BAT Defendants.
13. Primarily based on the above information, together with the BAT Defendants’ controlling the funds and property of BAT and LPG, not holding the BAT Defendants answerable for BAT’s and LPG’s monetary obligations because the alter ego of one another would allow an abuse of the company privilege and promote injustice as a result of:
(a) BAT has transferred its property to LPG in an try to undercapitalize in order that it’s unable to pay monies owed to ASF;
(b) Plaintiff believes however for the actions of the BAT Defendants to manage the funds, property and revenues of BAT, BAT would have been in a position to pay the monies owed to ASF; and
(c) primarily based on the actions of the BAT Defendants, Plaintiff won’t ever be capable of gather the monies owed to ASF besides from the BAT Defendants.
14. Because the alter ego of BAT and LPG, the BAT Defendants, and every of them, are collectively and severally answerable for the total amounted owed to Plaintiff.
15. Plaintiff is knowledgeable and believes and thereon alleges that LPG is the successor of BAT and has assumed the contractual obligations of BAT, together with, however not restricted to, the Settlement.
FIRST CAUSE OF ACTION
(Breach of Contract)
16. Cadre restates the allegations of paragraphs 1 by means of 15 towards BAT Defendants and DOES 1-25 and incorporates them into this First Reason for Motion.
17. On or about February 19, 2020, ASF and BAT entered into the Settlement.
18. A while thereafter, BAT allegedly ceased operations and assigned the Settlement to LPG. By way of its phrases, actions, conduct and efficiency, LPG assumed the Settlement.
19. Plaintiff has carried out all, or considerably all, of the fabric obligations required of it by the Settlement.
20. All situations required for the BAT Defendants to carry out beneath the Settlement have occurred.
21. Pursuant to the phrases of the Settlement, the BAT Defendants owe Plaintiff an quantity to be decided on the time of trial, however in no occasion lower than $1.3 million as of the submitting of the Grievance. BAT Defendants have didn’t make cost to Plaintiff regardless of many requests for immediate cost.
22. Asa results of the BAT Defendants’ breach of the Settlement, Plaintiff is entitled to an quantity to be confirmed at trial, cheap legal professional’s charges and prices incurred by Plaintiff because of the BAT Defendants’ breach of the Settlement, and pre-judgment curiosity on the fee supplied by regulation.
SECOND CAUSE OF ACTION
(Open Ebook Account)
23. Plaintiff restates the allegations of paragraphs 1 by means of 15 towards the BAT Defendant and DOES 1-25 and incorporates them into this Second Reason for Motion.
24. Plaintiff and BAT Defendants engaged in a monetary transaction during which Plaintiff supplied leads for purchasers of authorized providers for debtors’ rights.
25. BAT Defendants accepted and profited off these leads by receiving funds from the purchasers generated by Plaintiffs leads.
26. Plaintiff and BAT Defendants saved an account of the debits and credit concerned within the transaction and despatched common updates of the quantity of Buy Value owed to Plaintiff.
27. BAT Defendants owe Plaintiff in extra of $1.3 million on the account, in addition to cheap legal professional’s charges, prices and pre-judgment curiosity on the fee supplied by regulation.
THIRD CAUSE OF ACTION
(Account Acknowledged)
28. Plaintiff restates the allegations of paragraphs 1 by means of 15 towards BAT Defendants and DOES 1-25 and incorporates them into this Third Reason for Motion.
29. BAT Defendants owe Plaintiff cash from the aforementioned leads for purchasers generated by Plaintiff for the advantage of BAT Defendants.
30. By way of phone conferences and e-mail correspondence, BAT Defendants have acknowledged quantities in extra of $1.3 million are owed to Plaintiff.
31. BAT Defendants haven’t paid Plaintiff the quantity owed beneath the account and nonetheless owes Plaintiff over $1.3 million in addition to pre-judgment curiosity on the fee supplied by regulation. FOURTH CAUSE OF ACTION (Widespread Rely-Items and Providers Rendered)
32. Plaintiff restates the allegations of paragraphs 1 by means of 15 towards BAT Defendants and DOES 1-25 and incorporates them into this Fourth Reason for Motion.
33. BAT Defendants requested, by phrases and/or conduct, that Plaintiff generate leads for purchasers requiring debtor’s rights authorized providers to BAT Defendants for BAT Defendants’ profit.
34. Plaintiff carried out the providers requested by BAT Defendants.
35. BAT Defendants haven’t paid Plaintiff the total quantity for the providers it supplied. The cheap worth of those providers is in extra of $1.3 million plus pre-judgment curiosity on the fee supplied by regulation.
FIFTH CAUSE OF ACTION
(Promissory Estoppel)
36. Plaintiff restates the allegations of paragraphs 1 by means of 15 towards BAT Defendants and DOES 1-25 and incorporates them into this Fifth Reason for Motion.
37. BAT Defendants promised to pay Plaintiff for leads generated for purchasers requiring debtor’s rights authorized providers and despatched Plaintiff common accountings of monies owed and paid such monies for some time period.
38. Plaintiff relied on BAT Defendants’ promise to pay Plaintiff for its leads.
39. BAT Defendants have didn’t pay Plaintiff monies owed for such leads.
40. Plaintiff has been injured by counting on BAT Defendants promise by not with the ability to promote results in different corporations which might have paid Plaintiff.
41. BAT Defendants haven’t paid Plaintiff the quantity owed for the leads generated by Plaintiff and owes Plaintiff over $1.3 million in addition to pre-judgment curiosity on the fee supplied by regulation.
SIXTH CAUSE OF ACTION
(Quantum Meruit)
42. Plaintiff restates the allegations of paragraphs 1 by means of 15 towards BAT Defendants and DOES 1-25 and incorporates them into this Sixth Reason for Motion.
43. BAT Defendants requested, by phrases and/or conduct, that Plaintiff generate leads for purchasers requiring debtor’s rights authorized providers to BAT Defendants for BAT Defendants’ profit.
44. It was understood by each BAT Defendants and Plaintiff that leads could be generated and supplied to BAT Defendants to in alternate for a portion of the monies earned by Defendants from such leads. Ailing
45. Plaintiff present BAT Defendants with many generated leads that generated appreciable revenue for BAT Defendants. BAT Defendants have didn’t pay Plaintiff cheap compensation for its providers.
46. Because of leads generated by Plaintiff, Plaintiff is entitled to cheap compensation of at least $1.3 million for its providers, plus pre-judgment curiosity on the fee supplied by regulation.
SEVENTH CAUSE OF ACTION
(Accounting)
47. Plaintiff restates the allegations of paragraphs 1 by means of 15 towards BAT Defendants and DOES 1-25 and incorporates them into this Seventh Reason for Motion.
48. Plaintiff and BAT Defendants entered into the Settlement, which requires BAT Defendants to pay Plaintiff 69% of income produced by a lead generated supplied by Plaintiff to BAT Defendants, which became a buyer that bought debtor’s rights authorized providers from BAT Defendants.
49. As of August 2022, BAT Defendants knowledgeable Plaintiff that Plaintiff was owed roughly $1.3 million on the accounts generated by Plaintiffs leads. Since then, BAT Defendants have failed to offer up to date accountings of the monies owed to Plaintiff. Since Plaintiff doesn’t at the moment have entry to the quantities generated by the purchasers generated from its leads, Plaintiff can’t calculate the quantities owed to it and requires an accounting of all such quantities to find out the quantity of Buy Value owed to Plaintiff from BAT Defendants.
EIGHTH CAUSE OF ACTION
(Declaratory Aid)
50. Plaintiff restates the allegations of paragraphs 1 by means of 15 towards BAT Defendants and DOES 1 -25 and incorporates them into this Eighth Reason for Motion.
51. An precise controversy has arisen and now exists between Plaintiff on the one hand and BAT Defendants then again. BAT Defendants contend that LPG doesn’t have a contractual relationship with Plaintiff and is beneath no obligation to pay the Buy Value to Plaintiff. Conversely, Plaintiff contends that LPG assumed the Settlement from BAT, is the alter ego of BAT and/or is the successor of BAT.
52. Moreover, Plaintiff contends that the BAT Defendants are all alter egos of one another. BAT Defendants contend that they’re separate entities.
53. Plaintiff needs a judicial willpower of its respective rights and duties and a declaration of LPG’s obligations as a celebration to the Settlement and a declaration concerning the alter ego standing of the BAT Defendants amongst themselves.
54. A judicial declaration is important and applicable at the moment and beneath the circumstances with a view to decide the LPG’s obligations in relation to the Settlement and the alter ego standing of the BAT Defendants. This Courtroom ought to order that LPG is a celebration to the Settlement and that the BAT Defendants are all alter egos of each other.
PRAYER FOR RELIEF
Plaintiff subsequently prays for judgment towards BAT Defendants as follows: ON THE FIRST, SECOND, THIRD, FOURTH, AND FIFTH CAUSES OF ACTION:
1. For compensatory damages in a sum based on proof, however in no occasion lower than $1.3 million;
2. For curiosity on the authorized fee;
3. For attorneys’ charges and prices of go well with incurred herein; and
4. For different and additional reduction because the courtroom might deem correct.
ON THE SIXTH CAUSE OF ACTION:
1. That judgment be rendered towards the BAT Defendants for the cheap worth of the providers rendered to BAT Defendants;
2. For prices of go well with; and
3. For such different and additional reduction because the courtroom deems correct.
ON THE SEVENTH CAUSE OF ACTION:
1. For a full and full accounting of monies obtained by BAT Defendants from the leads generated by Plaintiff;
2. For a judgment in favor of Plaintiff and towards BAT Defendants for the quantity discovered to be due beneath that accounting; and
3. For such different and additional reduction because the courtroom might deem simply and correct.
ON THE EIGHTH CAUSE OF ACTION:
1. For declarations that LPG assumed the Settlement from BAT, that LPG is the alter ego of BAT and/or LPG is the successor of BAT;
2. For declarations that Tony Diab is the alter ego of BAT and the alter ego of LPG;
3. For declarations that Daniel March is the alter ego of BAT and the alter ego of LPG;
4. For compensatory damages in a sum based on proof, however in no occasion lower than $1.3 million;
5. For pre-judgment curiosity on the quantity of any judgment on the most quantity allowed by regulation; and
6. For such different and additional reduction because the courtroom might deem simply and correct.
Dated: December 15, 2022
EXHIBIT “A”
Amended and Restated BAT Inc. (dba Coast Processing) – Affiliate Settlement This Amended and Restated Affiliate Settlement (this “Settlement”) is efficient as of February 19, 2020 (the “Efficient Date”), by and between All Providers Monetary, LLC, a Florida restricted legal responsibility firm (“ASF”) and BAT Inc. (dba Coast Processing), a California company (“Coast”, and along with ASF, the “Events”).
WHEREAS, the Events entered right into a sure affiliate settlement on September 1, 2019 (the “Authentic Affiliate Settlement”), whereby Coast supplies administrative help providers to regulation corporations that present a bundle of debtor’s rights providers to the patron (the “Providers”);
WHEREAS, ASF owns and operates a system of producing leads consisting of shoppers within the Providers (every, an “Account”), and Coast pays a charge to ASF for every Account, every as listed on Addendum 1 connected hereto;
WHEREAS, the Events now need to amend and restate the Authentic Affiliate Settlement, to permit, amongst different issues, ASF to assign sure rights and obligations beneath this Settlement to Validation Companions Fund I LLC, a Delaware restricted legal responsibility firm.
NOW, THEREFORE, the Events, desiring to be legally certain, agree as follows:
Article 1. Definitions
“Account” means every file generated by ASF and positioned with Coast, every as listed on Addendum 1.
“Lively Account” means any Account for which Coast receives a cost from an Account Debtor inside the final sixty days.
“Account Debtor” shall embody any particular person liable on any Account, every as listed on Addendum 1.
“Confidential Data” means any data concerning contracts, buyer or consumer lists or data, {hardware}, software program, screens, specs, designs, plans, drawings, knowledge, prototypes, discoveries, analysis, developments, strategies, processes, procedures, enhancements, “know-how”, compilations, market analysis, advertising and marketing strategies and plans, advertising and marketing supplies, enterprise plans and methods, paperwork, scripts, tips, tariffs, pricing insurance policies and monetary data or different enterprise and/or technical data and supplies, in oral, demonstrative, written, graphic or machine- readable kind, which is unpublished, not obtainable to most of the people or commerce, and which is maintained as confidential and proprietary data by the disclosing social gathering for regulatory, buyer relations, and/or aggressive causes.
“Remedy Interval” is outlined in Part 4.2.
“Month-to-month Upkeep Charge” means the executive value per Account of $91.38.
“NSF Charge” is outlined in Part 2.2(b).
“Professional Rata Protection Charges” means the quantity equal to 69% of all authorized charges higher than $750, however lower than $1,750, incurred by all counsel within the protection of an Account Debtor in courtroom. “Buy Value” means 69% of x (income produced per Account) -y (Month-to-month Upkeep Charge)
Article 2. Buy of Accounts
2.1 Buy Value and Method of Fee. Coast shall pay ASF the Buy Value, topic to any changes set forth in Part 2.2, pursuant to an agreed-upon schedule, to not exceed one remittance per seven days.
2.2 Changes.
(a) If any Account Debtor both, or each, (i) cancels the Providers or (ii) calls for a refund for cost for the Providers, then ASF shall be answerable for returning everything of its charges collected on such Account to Coast. Coast has unique discretion to grant or deny an Account Debtor’s requested refund or cancellation. Coast shall be entitled to offset any future funds to ASF with a view to recuperate the Account Debtor’s requested refund. Coast might deal with an Account Debtor’s failure to remit cost in a well timed method as a cancellation of the Providers, and has sole discretion to make such willpower. Coast reserves all rights with regard to rejection of cancellation of an Account Debtor, however will accomplish that solely in accordance with the advice of the regulation agency utilized in offering such service, and topic to the relevant state bar guidelines for such illustration.
(b) If, after an Account Debtor cancels the Providers, Coast incurs a charge in reference to an Account Debtor’s “non-sufficient funds” cost (the “NSF Charge”), the NSF Charge shall be borne mutually between the Events within the following quantities: 69% of the NSF Charge shall be borne by ASF, and 31% of the NSF Charge shall be borne by Coast.
(c) ASF shall be answerable for all Professional Rata Protection Charges, which quantity shall be offset on a month-to-month foundation from any charges on account of ASF.
Article 3. Representations, Warranties, and Covenants
3.1 Advertising Supplies. If requested by Coast, ASF shall present a duplicate of all advertising and marketing supplies utilized by ASF to Coast inside ten enterprise days of such request.
3.2 Confidentiality. ASF shall not use the identify of Coast in any promoting, publicity launch, or gross sales presentation designed to advertise ASF’s service, except Coast supplies prior written consent to such use. Neither Occasion might disclose the Confidential Data of the opposite Occasion with out the categorical consent of the opposite Occasion. If compelled by regulation, such Occasion shall promptly present discover to the opposite Occasion, and the disclosing social gathering will solely disclose that portion of Confidential Data that’s legally required to be disclosed and can use finest efforts to make sure any such data so disclosed shall be afforded confidential remedy. The disclosure of data in reference to a judicial continuing shall not represent a violation of this Part 3.2. The Events comply with notify the opposite Occasion if any inadvertent disclosure of Confidential Data happens, inside two days of changing into conscious of such disclosure. A Occasion whose Confidential Data is disclosed shall be entitled to injunctive reduction. Failure to abide by this Part 3.2 shall entitle the Occasion whose Confidential Data was disclosed to an inexpensive sum not lower than $50,000.00, nor greater than $200,000.00.
3.3 Compliance with Legal guidelines. Every Occasion shall adjust to state and Federal legal guidelines in performing its obligations hereunder.
3.4 Prices and Bills. Every Occasion shall be answerable for bearing its personal prices and bills incurred in performing its tasks beneath this Settlement, together with all tariffs, filings, licensing or different charges.
3.5 Indemnity. Every Occasion shall indemnify and innocent one another, and their respective officers, administrators, associates, shareholders, prospects and staff from and towards any and all liabilities, losses, damages and bills (together with authorized bills) of any form or character arising from claims threatened or asserted and authorized proceedings instituted in respect of (a) any breach of this Settlement by itself or its associates or (b) any act, omission or misrepresentation by any Occasion, together with, with out limitation, any claims associated to the efficiency of the Providers.
3.6 Disclaimer of Warranties. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, NEITHER PARTY MAKES ANY REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON- INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.
Article 4. Time period and Termination
4.1 Time period. This Settlement shall proceed for a interval of 18 months from the Efficient Date (the “Renewal Date”), and can mechanically renew for an extra 18 month time period except terminated (i) as set forth in Part 4.2, or (ii) by both social gathering upon 30 days written discover previous to the Renewal Date (such date, the “Termination”).
4.2 Default. If both Occasion fails to materially adjust to any of the obligations on this Settlement, such defaulting social gathering shall have thirty days from the date it receives discover of default from the non- defaulting Occasion to treatment (the “Remedy Interval”). If the defaulting Occasion fails to treatment inside the Remedy Interval, the non-defaulting Occasion might terminate this Settlement at any time inside the subsequent 10 days upon written discover to the defaulting Occasion.
4.3. Obligations Following Termination. Upon Termination of this Settlement for any motive: (a) Coast and ASF shall chorus from making any disparaging or unfavorable remark, comment, assertion, or implication, whether or not written or oral concerning the different Occasion. (b) Coast shall pay all charges on account of ASF till all Lively Accounts have accomplished or withdrawn from the Providers.
Article 5. Miscellaneous Provisions
5.1 Binding Impact of Settlement. This Settlement shall be binding on and inure to the advantage of the Events and their respective heirs, successors, representatives, and assigns.
5.2 Project. The rights and obligations beneath this Settlement, together with any rights to present or future receivables, shall be totally assignable by ASF to any third social gathering and if assigned by ASF to any third social gathering, such third social gathering shall be an meant third social gathering beneficiary of this Settlement with full rights to implement any rights assigned to it by ASF, as if such third social gathering is ASF beneath this Settlement.
5.3 Governing Regulation; Submission to Jurisdiction. The validity, interpretation, enforcement, and impact of this Settlement shall be ruled by the legal guidelines of the State of California. Coast and ASF hereby consent to the jurisdiction of all state and Federal courts in California.
5.4 Complete Settlement; Severability. This Settlement incorporates the whole settlement between the Events respecting the issues herein set forth and supersedes all prior agreements, whether or not written or oral, between the Events respecting such issues. Any amendments or modifications hereto, with a view to be efficient, shall be in writing and executed by the Events hereto. A willpower that any provision of this Settlement is unenforceable or invalid shall not have an effect on the enforceability or validity of every other provision, and any willpower that the applying of any provision of this Settlement to any particular person or circumstance is against the law or unenforceable shall not have an effect on the enforceability or validity of such provision as it could apply to every other individuals or circumstances.
5.5 Attorneys’ Charges. If a dispute between the Events arises out of this Settlement, the prevailing social gathering of such dispute shall be entitled to recuperate from the non-prevailing social gathering, any and all prices and bills, together with, with out limitation, assortment prices, cheap attorneys’ charges and enchantment prices, incurred by the prevailing social gathering.
5.6 Impact of Headings. Headings of articles and paragraphs on this Settlement shall not have any authorized impact however are supplied solely to facilitate the studying of the textual content.
BAT Inc. (dba Coast Processing) Title: Brian Reale Title: Chief Govt Officer
All Providers Monetary, LLC Title: Bonnie Silver Title: Chief Govt Officer
