KASHFIAN LLP KASHFIAN & KASHFIAN LLP RYAN D. KASHFIAN, EsQ. (State Bar No, 265293) [email protected] Ropert A. KASHFIAN, Esq. (State Bar No. 263173) [email protected] Sxaun S. Kia, Esq, (State Bar No, 307812) [email protected] 1875 Century Park East, Suite 1340 Century City, California 90067-2514 310) 751-7578 | Telephone (310) 751-7579 | Fax ours esp. agPY cone Ben eres aes APR 97268 ‘Sherri N. Cantar, Executive OffosiiGieit, By, Stadiy Woon, Deputy Attorneys for Plaintiff PAY AM PEDRAM, an individual ELYASHAR LAW FIRM HENRY A. ELYASHAR, ESQ, (State Bar No. 296074) [email protected] 18345 Ventura Blvd Ste 500 Tarzana, California 91356-4245 (818) 584-2617 | ‘Telephone (818) 705 - 1076 | Fax Attorneys for Plaintiff WANTMYLOOK, INC., a California Corporation CASE MANAGEMENT CONFERENCE OCT 24 208 esoan usa nar cous “Dap. O SUPERIOR COURT OF THE STATE OF CALIFORNIA IN AND FOR THE COUNTY OF LOS ANGELES, WEST DISTRICT SANTA MONICA COURTHOUSE - UNLIMITED JURISDICTION PAYAM PEDRAM, an individual, and WANTMYLOOK, INC., a California corporation, Plaintifis, vs. NEELUFAR (LILLY) GHALICHI MIR, an individual, LILLY LASHES, LLC, a California Limited Liability Company; GHALICHI GLAM, INC., a California corporation, and DOES 1 through 30, inclusive, Defendants. 1 caseNo, 80129197 COMPLAINT [Complaint seeks over $25,000 in Damages] (1) FRAUD; Q) NEGLIGENT MISREPRESENTATIONS; (@) PROMISSORY ESTOPPEL; (4) QUANTUM MERUIT; (5) SERVICES RENDERED; (© BREACH OF PARTNERSHIP AGREEMENT [DAMAGES]; (7) BREACH OF PARTNERSHIP AGREEMENT [SPECIFIC PERFORMANCE]; (8) BREACH OF CONTRACT [DAMAGES]; (9) BREACH OF CONTRACT (SPECIFIC PERFORMANCE]; (10) BREACH OF SUBLEASE (11) DECLARATORY RELIEF ‘COMPLAINT1 TABLE OF CONTENTS 2|| THE PARTI 3 A. Plaintiff Payam Pedram 4 B. Plaintiff WantMyLook, Inc.. ROMEO eooiaees is 4 5 C. Defendant Neelufar (Lilly) Ghalichi Mir. 6 D. — Defondant Ghalichi Glam, Ine, 38 7 z& Defendant Lilly Lashes, LLC 5 8 | Ry Doe Defendants... A 9|| ALTER EGO ALLEGATIONS 6 10]| lll. STATEMENT OF FACTS... of ul A. General Background ... ot 12 B. WantMyLook, Inc. Starts and Its Revenue Exeeeds All Expectations a8 13 ©. Ghalichi Agrees To Provide Pedram With A 50% Eauity Interest In Lilly Lashes, LLC In Exchange For His Services... . 2 D, —Ghalichi Agroes To Provide Pedram A 50% Equity Interest In Ghalichi Glam, Inc 15 In Exchange For His Services: 10 16 E, In December 2017, Pedram Discovers That Ghalichi Made The Representat Regarding His Equity Interests Falsely And Fraudulently i F. — Ghalichi’s Destructive Behavior... wel 8) RST CAUSE OF ACTION FRAUD. "|| SECOND CAUSE OF ACTION NEGLIGENT MISREPRESENTATIONS.. = THIRD CAUS! ACTION PROMISSORY ESTOPPEL... 71) ouRTH CAUSE OF ACTION QUANTUM MERUTT > || PTH CAUSE OF ACTION SERVICES RENDERED 7 SIXTH CAUSE OF ACTION BREACH OF PARTNERSHIP AGREEMENT [DAMAGES] SEVENTH CAUSE OF ACTION BREA PARTNERSHIP AGRI [ENT [SPECIFIC EIGHTH CAUSE OF ACTION BREACH OF CONTRACT [DAMAGES NINTH CAUSE OF ACTION BREACH OF CONTRACT [SPECIFIC PERFORMANCE .... 26 TENTH CAUSE OF ACTION BREACH OF SUBLEASE [DAMAGES]. KASHFIAN & KASHFIAN LLP10 nt 12 13 14 15 16 7 18 19 20 21 2 23 24 KASHFIAN 8 KASHFIAN LLP. 28 & PRAYER.. DEMAND FOR JURY TRIAL .. DECLARATORY RELIEF eos COMPLAINT~oawr en 10 12 1B 1s 16 7 18 19 20 21 2 24 25 26 7 KASHFIAN & KASHFIAN LLP 2B & COMES NOW, Plaintiffs Payam Pedram, an individual, and WantMyLook, Inc., a California corporation, (hereinafter collectively, “Plaintiffs”) and complain and allege as follows: 1 THE PARTIES A. Plaintiff Payam Pedram and at all times mentioned |. Plaintiff Payam Pedram (hereinafter “Pedram” herein was, an individual residing in the County of Los Angeles, Pedram is a successful businessman and entrepreneur, In 2009, Pedram graduated from Pepperdine University in the top of his class with a Bachelor of Science in Business Administration. He continued his education at Pepperdine University and received a Master of Business Administration with Minors in Finance and Dispute Resolution. He is also a Microsoft Certified System Engineer, B. Plaintiff WantMyLook, Inc. 2, Plaintiff WantMyLook, Ine. (hereinafter “WML"”) is a Califomia corporation organized and existing under the laws of the State of Califomia, with its principal place of business in the County of Los Angeles, California. Pedram and Defendant Neelufar (Lilly) Ghalichi Mir (hereinafter “Ghalichi”) each have a 50% equity interest in WML, With Pedram’s invaluable assistance and services, WML became an online retailer, specializing in selling clothing and fashion accessories. WML operates the URL, htips://www.wantmylook.com. Cc Defendant Neelufar (Lilly) Ghalichi Mir 3. Plaintiffs are informed and believe, and on this basis allege, that Defendant Ghalichi, is, and at all times mentioned herein was, an individual residing in the County of Los Angeles. Atall times relevant, Ghalichi is and was an attomey licensed to practice law in the state of California, State Bar Number 259078. Ghalichi is a self-proclaimed celebrity who operates businesses directly tied to her public image and her social media presence, including but not limited to Instagram, Ghalichi appeared on Bravo’s Shahs of Sunset for two seasons after which, according to media outlets, she was fired for being “boring.”' Nevertheless, despite being fired, Ghalichi uses her fame and notoriety to promote and market businesses, for which she needs people, such as Pedram, to run and manage those ' (See, Takeda, Allison, US Weekly, Lilly Ghelichi Fired From Shahs of Sunset Before Season 4: Report (July 9, 2014), available at hitps://a00.2/S WFyxm.) 4 COMPLAINTAN LLP KASHFIAN & KASH. businesses, which they do (in part) for equity in those businesses. D. Defendant Ghalichi Glam, Ine. 4. Defendant Ghalichi Glam, Ine, (hereinafter “Ghalichi Glam”) is a California corporation organized and existing under the laws of the State of California, with its principal place of business in the County of Los Angeles, California, Pedram and Ghalichi each have a 50% equity interest in Ghalichi Glam, Pedram is either an actual prescat sharcholder or beneficial shareholder of Ghalichi Glam. With Pedram’s invaluable assistance and services, Ghalichi Glam became an online beauty school, providing online makeup tutorials. Ghalichi Glam operated under the URL, htips://ghalichiglam.com. E, Defendant Lilly Lashes, LLC 5. Defendant Lilly Lashes, LLC (hereinafter “Lilly Lashes”) is @ California limited liability company organized and existing under the laws of the State of California, with its principal place of business in the County of Los Angeles, California, Pedram and Ghalichi each have a S0% equity interest in Lilly Lashes. Pedram is either an actual present memiber or beneficial member of Lilly Lashes. Pedram’s invaluable assistance and servic , Lilly Lashes became the number one seller of false eyelash products, globally. Lilly Lashes operates under the URL, htips:/lillylashes.com. Specifically, before Pedram’s assistance and services, Lilly Lashes was generating approximately $200,000.00/annually in gross revenue; however, with Pedram’s assistance and services, Lilly Lashes was generating approximately $15,000,000,00/annually in gross revenue. F, Doe Defendants 6. Plaintiffs do not know the true names, or capacities of the persons or entities sued in herein as Does | to 30, inclusive, and therefore sue such Defendants by such fictitious names. Plaintiffs are informed and believe, and on this basis allege, that each of the Doe Defendants is in some manner legally responsible for the damages suffered by Plaintiffs as alleged herein. Plaintiffs will amend this Complaint to set forth the true names and capacities of these Doe Defendants when they have been. ascertained, along with appropriate charging allegations, as may be necessary. 7. Atall times mentioned herein, Defendants, and each of them, were the agents, servants, employees, co-venturers, representatives, partners, and/or associates of each of the remaining Defendants and were at all times acting within the purpose and scope of said agency, employment, 5 COMPLAINTKASHFIAN & KASHFIAN LLP awe wn venture, partnership or association. Each such Defendant is liable for the acts and omissions of each of the other such Defendants, 8. Hereinafter, the “Defendants” shall refer to Defendants Ghalichi, Ghalichi Glam, Lilly Lashes, and Does 1-30. nu ALTER EGO ALLEGATIONS 9. Plaintiff are informed and believe, and on this basis allege, that the corporations, limited liability companies, and entities named as Defendants herein, including but not limited to Lilly Lashes, Ghalichi Glam, and Does 1-30, (hereinafter occasionally colleetively referred as the “Alter Ego jual Defendant Entities”) and each of them, were at all time relevant the alter ego entities of indi Ghalichi, Plaintiffs are informed and believe, and on this basis allege, that Ghelichi, at all times herein mentioned, dominated, influenced, and controlled each of the Alter Ego Entities and the officers thereof as well as the business, property, and/or affairs of each of said entities, with a disregard for the separate legal status of these entities 10. Plaintiffs are informed and believe, and on this basis allege, that, at all times herein mentioned, there exisied and now exists a unity of interest and ownership between Ghalichi and each of the Alter Ego Entities such that any individuality and separateness between Ghalichi and each of the Alter Ego Entities have ceased. Plaintifis are informed and believe, and on this basis allege, that, Ghalichi, among other things, systematically engaged in transactions intended to divert the Alter Ego Entities? funds for personal use, including for paying personal expenses, and treated assets of the Alter Ego Entities as her own, Plaintiff are informed and believe, and on this basis allege, thet, at all times since organization of each, each of the Alter Ego Entities has been and now is a mere shell, instrumentality, and conduit though which Ghalichi carried on her business, property, and affairs, exercising complete control and dominance over such business to such an extent that any individuality or separateness between them does not exist. 11, Plaintiffs are informed and believe, and on this basis allege, that, at all times herein mentioned, each of the Alter Ego Entities was created and continued pursuant to 2 fraudulent plan, scheme, and device conceived and operated by Ghalichi, whereby the income, revenue, profits, and assets of each of the Alter Ego Entities were diverted by Ghalichi to herself without adequate G COMPLAINTFIAN LLP KASHFIAN & KA, consideration to Alter Ego Entities, and Ghalichi has withdrawn funds from Alter Ego Entities’ bank accounts for her own personal use. Plaintiff’ are informed and believe, and on this basis allege, that, at all times herein mentioned, each of the Alter Ego Entities was organized by Ghalichi as a device to avoid individual liability and for the purpose of substituting financially irresponsible entities in the place and instead of Ghalichi. 12, Adherence to the fiction of the separate existence of the Alter Ego Entities as separate entities distinct from Ghalichi would permit an abuse of the corporate and limited liability company privileges and would sanetion fraud and promote injustice, Plaintiffs are informed and believe, and on this basis allege, that, at all times relevant hereto, Ghalichi and Alter Ego Entities acted for each other in connection with the conduct hereinafter alleged and that each of them performed the acts complained of herein or breached the duties herein complained of as agents of each other and each is therefore fully liable for the acts of the other. ML, STATEMENT OF FACTS A. General Background 13, Ghalichi and Pedram have been business partners in various ventures in wiieh they worked together, agreeing that they would make themselves 50/50 equity owners in various corporations and limited liabi namely, WML, Ghalichi Glam, and Lilly Lashes (the ity compa wherein each would “Entities”). Ghalichi and Pedram agreed to conduct business through the Entities have an equity interest of 50% in the Entities whether of record or beneficial owners. Ghalichi and Pedram agreed to this 50/50 equity arrangement in the Entities, because a) Ghalichi had no managerial experience or business acumen but nevertheless was a former “reality” personality and could use her public image to promote and market various praducts and services, and b) Pedram was a successful businessman and entrepreneur, with managerial and operational skills, who could expand the Entities" operational reach. Ghalichi and Pedram agreed that, in exchange for a 50% equity split in the Entities, Pedram would make operational and managerial! decisions for the Entities, and Ghalichi would use her public persona to market and promote the Entities. 14, As part of their parinership, Ghalichi agreed that she would promote and market WML, which Ghalichi confirmed and acknowledged on October 4, 2017. Notably, Ghalichi publicly —_ ‘COMPLAINTFIAN LLP. s 2 g acknowledged the agreement—in writing, under the penalty of perjury—on December 7 and 18, 2017, wherein she stated: In or around November 2013, | agreed to become equal partners and owners of WML with PAYAM. My [ie., Ghalichi] responsibilities included marketing and promoting WML and its products ... B, _ WantMyLook, Inc. Starts and Its Revenue Exeeeds All Expectations 15, Pedram is the Chief Exceutive Officer of WML. WML is an online retailer, specializing in selling clothing and fashion accessories. WML operates the URL, k.com. As its CEO, Pedram started WML. from the bottom up, Pedram found all hitps://www. wantmylo the designers for the clothing and accessories that WML sold and sells, and he also sourced all the garment suppliers, who Pedram used to manulacture the clothing and accessories that WML sold and sells. Additionally, Pedram was instrumental in setting up WML’s easy to use website, including its online shopping cart, Pedram also arranged for models and influencers to wear WML's clothing and accessories that WML posts on its website and on WML’s Instagram account, Pedram managed customer service related issues, email marketing, and the hiring and firing for WML. 16, Injusta few months after starting WML in October of 2014, with Pedram’s management, WML was generating over $200,000 in revenue per month, Ghalichi was flabbergasted at the success and growth of WML through the management acumen of Pedram, stating in a text message to Pedram “Omgt!!” and “Insane!!" As WMIL continued to progress and sales continued to grow, Ghalichi continued her praise of Pedram, stating in another text “You have done such an incredible job with this company, You should be so, so proud of yourself.” Notably, on October 4, 2017, again, Ghalichi reiterated—in writing—how invaluable Pedram was to WML, stating: You [Pedram] have devoted your time and energy day in and day out to the business. Managing the operation, website, business, running all aspeets. There is no disputing this. ©. Ghalichi Agrees To Provide Pedram With A 50% Equity Interest In Lilly Lashes, LLC In Exchange For His Services 17. In October of 2014, after being informed that WML was generating over $200,000.00 in revenue in one month, Ghalichi sent Pedram a text message stating that Lilly Lashes makes about $200,000.00 in revenue annually. Moreover, after realizing that Pedram was instrumental in fe ‘COMPLAINTKASHFIAN & KASHFIAN LLP wa wp 7 the suecess of WML, Ghalichi offered Pedram a 50% equity interest in Lilly Lashes in exchange for him using his managerial skills and business acumen to grow the sales of Lilly Lashes—just as Pedram had done for WML. Pedram accepted Ghalichi’s offer to work for Lilly Lashes in exchange for an equity interest in Lilly Lashes, and in reliance thereon, Pedram began working diligently for Lilly Lashes, while also forgoing other lucrative business ventures. 18, In June of 2015, Ghalichi sent Pedram a text asking Pedram if he was “ready to take over [LIilly (LJashes if I move everything [to WMLs office]?” Pedram accepted, stating, “Yes. We ready.” Ghalichi confirmed that she would “start the move” to “bring everything over” to WML"s office. In addition to Pedram “tak[ing] over [Lilly [L]ashes,” WML and Pedram agreed that Ghalichi and Lilly Lashes could move Ghalichi and Lilly Lashes’ offices to space in WML's office, and in exchange Ghalichi and Lilly Lashes promised and represented that Ghalichi and Lilly Lashes would pay rent to WML for the use of WML"s office space fora reasonable amount (the “Sublease”). The parties agreed in writing that Ghalichi and Lilly Lashes would pay WML $5,000.00 for monthly rent and $1,000.00 for utilities. Specifically, on or about September 26, 2017, and again on or about October 4, 2017, Ghalichi and Lilly Lashes confirmed and acknowledged in writing that Ghalichi and Lilly Lashes were liable for the Sublease and would make the payments, as promised. 19, Pedram is informed and believes and thereon alleges that, at the time, Lilly Lashes did not have enough capital to hire anyone—including Pedram—to work for Lilly Lashes on salary, and, for this reason, Ghalichi offered Pedram an equity interest in Lilly Lashes, which Pedram accepted. 20. Prior to Pedram bringing his business acumen and managerial skills to Lilly Lashes (in exchange for a 50% equity interest in Lilly Lashes), Lilly Lashes sold human hair eyelashes to women who wanted to have long sensual eyelashes. Ghalichi’s then-business model was to buy human hair eyelashes from vendors and retailers in Downtown Los Angeles, place the human hair eyelashes in a box, and sell them on Lilly Lashes” website, In exchange for a $0% equity interest in Lilly Lashes, Pedram agreed to take over the management of the then-inconsequential business, where he developed a new business model for Lilly Lashes. Specifically, Pedram identified a niche in the market place where Lilly Lashes was operating—namely, instead of selling human hair eyelashes, selling mink eyelashes which could effectively compete in the market, 9 COMPLAINTs 3 = 21. After becoming an equity owner in Lilly Lashes, Pedram sourced mink eyelashes for Lilly Lashes to sell on the Lilly Lashes’ website, Also, Pedram designed the boxes for the mink eyelashes, which were instrumental in their sales. In addition to the developing and implementing of this business model, Pedram also agreed—in exchange for his equity interest in Lilly Lashes—to a) manage all customer service related issues, b) do email marketing, ¢) do the hiring and firing for Lilly Lashes, and d) built a network of influencers to promote the new 3D Mink Lashes, Notably, Pedram—through his network of friends and beauty influencers—developed 3D Mink Lash lines for influencers, including Badura Twins, J Makeup, Janice Joostema, Arika Sato, and Alina Khan, This new network generated millions of dollars in sales for Lilly Lashes. Additionally, Pedram was instrumental in having Kylie Jenner promote Lilly Lashes on her Instagram in September 2015, which resulted in excess of $300,000.00 of revenue (from a single Instagram post), and more importantly, put Lilly Lashes on the map, 22, With Pedram’s assistance and services, a) Lilly Lashes was able to obtain a direct distribution line in the Middle East, b) Lilly Lashes received its largest wholesale order from Pedram’s connection in the Middle East, and c) Lilly Lashes eventually became the number one seller of false eyelash produets, globally. In fact, before Pedram’s assistance and services, Lilly Lashes was generating approximately $200, 000/annually in gross revenue; however, with Pedram’s assistance and services, Lilly Lashes was generating approximately $15,000,000/annually in gross revenue, 23. Had Ghalichi not promised Pedram a 50% equity interest in Lilly Lashes, Pedram would not have performed the services for Lilly Lashes that Pedram performed and instead would have committed his time and resources to other profitable ventures and/or Pedram would have demanded and received reasonable compensation for his services, and Lilly Lashes would not have achieved its success. D. — Ghalichi Agrees To Provide Pedram A 50% Equity Interest In Ghalichi Glam, Inc. In Exchange For His Services 24, Sometime in late 2014 and/or early 2015, Ghalichi began having relationship problems with her then-fianeé Dhar Mann (hereinafter, “Mann”), believing that Mann was using her for her purported status and fame. The tension in the relationship peaked with Ghalichi issuing a January 8, 2015 Instagram picture of her and Mann, with a message stating that “This man is nothing but a fameKASHFIAN & KASHFIAN LL? wok won Sow raa secking, {ake person. I caution any girl with a lot of IG followers that encounters him to beware. He has likely sought you out with a plan as he did me.” Ghalichi later deleted the Instagram post. 25. Atthe time, Mann was running the website of Ghalichi Glam, but as a result of the Instagram post and their failing relationship, Mann stopped running the website. Since Ghalichi Glam did not have enough capital to hire anyone—ineluding Pedram—to work for Ghalichi Glam on salary, on January 21, 2015, Ghalichi offered Pedram an equity interest in Ghalichi Glam, stating in a text message, that “I'll give you 25% equity for running [Ghalichi Glam). Pedram accepted Ghalichi’s offer to work for Ghalichi Glam in exchange for an equity interest in Ghalichi Glam, and, in relianee on that promise, Pedram began working diligently for Ghalichi Glam, while also forgoing other lucrative business ventures. 26. Prior to Pedram bringing his business acumen and managerial skills to Ghalichi Glam (in exchange for an equity interest in Ghalichi Glam), Ghalichi Glam operated under the URL hittps:/shalichiglam.com, wherein Ghalichi offered o issue social media posts in exchange for money. In exchange for an equity interest in Ghalichi Glam, Pedram agreed to take over the management of the then-inconsequential business, where he developed a new business model for Ghalichi Glam. The new business model was that Ghalichi Glam would operate as an online beauty school, retaining various indivi uals who would be videotaped teaching how to apply makeup and the videos would be published on Ghalichi Glam’s website, wherein subscribers to Ghalichi Glam could access the videos for a subscription fee. In addition to developing and implementing this business model, Pedram also agreed— in exchange for his equity interest in Ghalichi Glam—to a) book all the artists and models for the filming of the videos, b) film the classes and sometimes even edit the films, c) manage all customer service related issues, d) do the email marketing, e) do the hiring and firing for Ghalichi Glam, and f) do the graphics and promotional materials for Ghalichi Glam, 27. InMay of 2015, Pedram and Ghalichi began to have further discussions on the equity split in Ghalichi Glam, Realizing that Pedram was instrumental in catapulting the success of Ghalichi Glam, Ghalichi promised Pedram a 50% equity interest in everything, which Pedram accepted. Specifically, on May 14, 2015, Ghalichi sent a confirmatory text message to Pedram stating that “you and I spit [sic] everything $0-50,” and Pedram agreed stating, “I wanna build a real network. A beauty u COMPLAINTKASHFIAN & KASHFIAN LLP ey oh ew network.” 28. Had Ghalichi not promised Pedram an equity interest in Ghalichi Glam, Pedram would not have performed the services for Ghalichi Glam that Pedram performed and instead would have committed his time and resources to other profitable ventures and/or Pedram would have demanded and received reasonable compensation for his services, and Ghalichi Glam would not have achieved its success, In December 2017, Pedram Discovers That Ghalichi Made The Representations Regarding His Equity Interests Falsely And Fraudulently 29. Ghalichi made repeated representations, including both orally and in text messages, stating that Pedram had a 50% equity interest in Ghalichi Glam and Lilly Lashes, and would enjoy in 50% of the profits of Ghalichi Glam and Lilly Lashes. Pedram did not discover until December 2017, when Ghalichi claimed to be the sole owner of Ghalichi Glam and Lilly Lashes, that Ghalichi had made those representations falsely and fraudulently. Prior to that time, Pedram could not have discovered with the exercise of reasonable diligence that Pedram did not have a 50% equity interest in Ghalichi Glam and Lilly Lashes or that Pedram did not have a right to 50% of the profits of Ghalichi Glam and Lilly Leshes, because Ghalichi repeatedly assured Pedram both orally and in text messages that Pedram hhad 50% equity interest i Ghalichi Glam and Lilly Lashes and would enjoy in 30% of the profits of Ghalichi Glam and Lilly Lashes. Moreover, as a licensed attorney, Ghalichi was and is sophisticated” in the corporate form and structuring of business transactions, and Ghalichi used her sophistication and superior knowledge about corporate form to hide and conceal—from Pedram—Defendants? fraudulent intentions. FC Ghalichi’s Destructive Behavior 30. The Entities continued to grow because of Pedram’s tireless and diligent work, However, rather than focusing on her duties and agreement to market and promote the Entities, Ghalichi n various magazines thet have catalog her sef-prgelaied fame and stu, halicht identifiedherselt as a successful lawyer and entrepreneur. (See, e.g., Wilson, Taylor Winter, Glamore, How Lilly Ghalichi Went From Lawyer To Reality Star (Jen, 13, 3017), available at https://g00 gl/N&uuVih; Barberio, Inez, MillenniumMagazine, LILLY GHALICHI The Epitome of Beauty and Brains (Dec. 14, 2015), available at btips://g00.2/RM8ep5.) 12 COMPLAINTaw bun ow a 8 8 KASHFIAN & KASHFIAN LL? & reneged on her responsibilities. 31, Pedram is informed and believes and thereon alleges that Ghalichi was more focused on maintaining her “celebrity” public persona and having a “celebrity life style.” Pedram is informed and believes and thereon alleges that Ghalichi was habitually under the influence of substances, including Xanax and marijuana to the point where Ghalichi was ineapacitated, and even admitted to Pedram that at one point, that Ghalichi was “a drug addict lunatic.” 32. Further, Pedram is informed and believes and thereon alleges that to sustain her celebrity” public persona and “celebrity life style,” Ghalichi withdrew money from Ghalichi Glam and Lilly Lashes? bank accounts for her personal use, without the permission of or informing Pedram, Asa direct and proximate result of Ghalchi’s constant unauthorized withdrawals from Ghalichi Glam and Lilly Lashes’ bank account, Ghelichi Glam and Lilly Lashes? operating finds were depleted, thereby interfering with Ghalichi Glam and Lilly Lashes” businesses. 33. Eventually, Ghalichi completely abandoned her role with WML and completely ceased to market or promote WML.. Moreover, Lilly Lashes vacated ftom WML."s office on or around August 2016, without any warning or notice, and failing to make the payments Ghalichi and Lilly Lashes previously promised to pay under the Sublease, FIRST CAUSE OF ACTION FRAUD (By Plaintiff Pedram Against Defendants Ghalichi, Ghalichi Glam, Lilly Lashes, and Does 1-30, inclusive) 34. Plain reallege and reincorporate each and every allegation contained in all previous paragraphs, inclusive, as though fully set forth herein, 35. Starting in late 2014, Defendants began a long-run scheme, which was caleulated interest in all the Entities to trick and deceive Pedram into believing that Pedram had a 50% equi (WML, Ghalichi Glam, and Lilly Lashes), on which Pedram and Ghalichi jointly worked, so as to Lull Peciram into: a) developing new innovative business models for Ghalichi Glam and Lilly Lashes; b) | expanding the operational reach of Ghalichi Glam and Lilly Lashes (including but not limited to introducing Defendants to influencers, as alleged in paragraph 21); and c) running and managing the day- 13 ‘COMPLAINTau pwn KASHFIAN & KASHFIAN LL? 2 ee to-day operations of Ghalichi Glam and Lilly Lashes, 36. More specifically, in Los Angeles, California, Defendants falsely and materially stated, both orally and in text messages (on various dates, including but not limited to, in October of 2014, on January 21, 2015, and on May 14, 2015, and continuously thereafter until repudiated in December 2017), that a) Pedram had a $0% equity interest in Ghalichi Glam and Lilly Lashes, and b) Pedram would share in 50% of the profits of Ghalichi Glam and Lilly Lashes. The truth, however, was that i) Defendants thereafter would assert that Pedram did not have a 50% equity interest in Ghalichi Glam and Lilly Lashes, and ii) Defendants thereafter would assert that Pedram could not share in 50% of the profits of Ghalichi Glam and Lilly Lashes. When Defendants’ fraudulent misrepresentations were made, Defendants knew that Defendants" misrepresentations were false and/or Defendants made Defendants’ misrepresentations with reckless disregard for the truth 37, When Defendants Ghalichi and Does 1-30, made the false misrepresentations, Defendants Ghalichi and Does 1-30, were acting as an agent for, owner of, and/or had actual and/or apparent authority from Defendants Ghalichi Glam and Lilly Lashes to make those misrepresentations. 38. When Defendants made the fraudulent misrepresentations (namely, that Pedram had « 50% equity interest in and rights to 50% of the profits of Ghalichi Glam and Lilly Lashes) to Pedram, Defendants did not intend to provide Pedram with a 50% equity interest in Ghalichi Glam and Lilly Lashes and rights to 50% of the profits of Ghalichi Glam and Lilly Lashes. Instead, Defendants intended to deceive, trick, and use Pedram for his invaluable managerial skills and business acumen into a) developing new innovative business models for Ghalichi Glam and Lilly Lashes, b) expanding the operational reach of Ghalichi Glam and Lilly Lashes (including but not limited to introducing Defendants to influencers, as alleged in paragraph 21), and c) running and managing the day-to-day operations of Ghalichi Glam and Lilly Lashes, after which Defendants would repudiate and deny Pedram’s 50% equity interest in and right to 50% of profits from Ghalichi Glam and Lilly Lashes. When Defendants’ fraudulent misrepresentations were made, Defendants intentionally and willfully did not disclose—to Pedram—Defendants’ secret, fraudulent, and intentional scheme and trick to deceive Pedram. 39. While Pedram was a) developing the new innovative business models for Ghalichi Glam and Lilly Lashes and b) continuously working for and managing Ghalichi Glam and Lilly Lashes, 14 COMPLAINTKASHFIAN & KASHFIAN LLP awe un Defendants repeatedly and fraudulently assured Pedram, both orally and in text messages, that Pedram hhad a 50% equity interest in and rights to 50% of the profits of Ghalichi Glam and Lilly Lashes, As a licensed attorney, Ghalichi was and is sophisticated in the form and structuring of business transactions, and Ghalichi used her sophistication and superior knowledge to hide and conceal—from Pedram— Defendants’ fraudulent intentions. Moreover, by virtue of her superior knowledge, sophistication, and status as an attorney, Ghalichi expressly and/or impliedly represented to Pedram that the form and structuring of the transactions were appropriately established and/or would be appropriately established, However, Defendants knew that the form and structuring of the transactions were not adequate or established and would be used to deprive Pedram of his equity interests and rights to profits. 40. Defendants’ intentional fraudulent mistepresentations, as well as Defendants’ intentional failures to disclose, were part of Defendants’ long running scheme and were intended to, and did, deceive and lull Pedram into: a) developing new innovative business models for Ghalichi Glam and Lilly Lashes; b) expanding the operational reach of Ghalichi Glam and Lilly Lashes (including but not limited to introducing Defendants to influencers, as alleged in paragraph 21); and ¢) running and ‘managing the day-to-day operations of Ghalichi Glam and Lilly Lashes. 41, ‘The foregoing express and implied misrepresentations, false promises, and material omissions were: a) the suggestion, as a fact, of that which is not true, by one who does not believe it to be true; b) the suppression of that which is true, by one having knowledge or belief of the fact; e) a promise made without any intention of performing it; and/or d) another act fitted to deceive. ‘The foregoing express and implied representations, promises, and omissions were material, and were materially and substantially false and misleading, concealed and omitted other facts which were necessary in order to make such representations, promises, and omissions not misleading, and were made with the intent to deceive and defraud Pedram, and to induce Pedram to i) develop new innovative business models for Ghalichi Glam and Lilly Lashes, ii) expand the operational reach of Ghalichi Glam and Lilly Lashes (including but not limited to introducing Defendants to influencers, as alleged in paragraph 21), and iti) run and manage the day-to-day operations of Ghalichi Glam and Lilly Lashes. Upon information and belief, other material representations by Defendants were also false and/or omitted facts necessary in order to make them not misleading, in light of the circumstances under which they 15 COMPLAINTFIAN LLP 3 z were made. Pedram was ignorant of the true facts and the omitted facts, and justifiably, reasonably, and actually relied upon Defendants’ representations and omissions to Pedram’s detriment, believing them to be true and complete, and Pedram was accordingly damaged. 42. Had Defendants not intentionally misled Pedram with express and implied misrepresentations, false promises, and material omissions and had Pedram known the truth (namely, Defendants would repudiate and deny Pedram’s 50% equity interest in and right to 50% of profits from Ghalichi Glam and Lilly Lashes), Pedram would have done the following: a) Pedram would not have i) developed new innovative business models for Ghalichi Glam and Lilly Lashes, ii) expanded the operational reach of Ghalichi Glam end Lilly Lashes (including but not limited to introducing Defendants to influencers, as alleged in paragraph 21), and iii) run and managed the day-to-day operations of Ghalichi Glam and Lilly Lashes; b) Pedram would have committed his time and resources to other profitable ventures, instead of Ghalichi Glam and Lilly Lashes; and/or e) Pedram would have demanded reasonable compensation for his time and services including, but not limited to i) the time and effort in developing new innovative business models, ii) expanding the operational reach of Ghalichi Glam and Lilly Lashes (including 2 referral fee for connections to influencers, as alleged in paragraph 21) and iii) running and managing the day-today operations of Ghalichi Glam and Lilly Lashes. 43. Asa proximate result of the fraudulent conduct of Defendants as herein alleged, Pedram was harmed and has incurred and will incur damages in that a) Defendants have repudiated and denied Pedram’s 50% equity interest in Ghalichi Glam and Lilly Lashes; b) Defendants have repudiated and denied Pedram’s right to 50% of profits in Ghalichi Glam and Lilly Lashes; e) Pedram was induced into i) developing new innovative business models for Ghalichi Glam and Lilly Lashes, i) expanding the operational reach of Ghalichi Glam and Lilly Lashes (including but not limited to introducing Defendants to influencers, as alleged in paragraph 21), and iii) running and managing Ghalichi Glam and Lilly Lashes; d) Pedram was induced into forgoing other profitable ventures; and e) Pedram was induced into forgoing reasonable compensation for his time and services, all by reason of which Pedram has been damaged in at least a sum in excess of the jurisdictional amount of this Court, and additional amounts according to proof at time of trial, of not less than $10,000,000.00. 44, Asa further proximate result of the fraudulent conduct of Defendants as herein 16 ‘COMPLAINTaawaun g KASHFIAN & KASHFIAN LLP 8 & alleged, Pedram has suffered worry, anguish, nervousness, annoyance, aggravation, and other mental and emotional distress to Pedram’s general damages in an amount according to proof at trial. 45, Pedram is further entitled to the imposition of a constructive trust on 50% of the equity and profits in Ghalichi Glam and Lilly Lashes and tracing with respect to 30% of the equity and profits in Ghalichi Glam and Lilly Lashes. 46, Pedram is further entitled to the imposition of an equitable lien on 50% of the equity and profits in Ghalichi Glam and Lilly Lashes. 47, Pedram is further entitled to an order stating that a) Pedram has a 50% of the equity in Ghalichi Glam and Lilly Lashes; and b) Pedram has a right to 50% of the profits from Ghalichi Glam and Lilly Lashes, 48. ‘The actions and conduct of the Defendants were despicable, and were done with a willful and conscious disregard of Pedram’s rights, and were done with the intent to vex, defraud, injure, or annoy Pedram, so as to constitute oppression, fraud, and/or malice under California Civil Code section 3294, entitling Pedram to punitive damages in an amount to be determined at trial, SECOND CAUSE OF ACTION NEGLIGENT MISREPRESENTATIONS (By Plaintiff Pedram Against Defendants Ghalichi, Ghalichi Glam, Lilly Lashes, and Does 1-30, inclusive) 49, Plaintiffs reallege and reineorporate each and every allegation contained in all paragraphs 1 through 33, inclusive, as though fully set forth herein, 50. Starting in late 2014, in Los Angeles, California, Defendants materially stated, both orally and in text messages, (on various dates, including but not limited to, in October of 2014, on January 21, 2015, and on May 14, 2015, and continuously thereafter until repudiated in Desember 2017), that a) Pedram bad a 50% equity interest in Ghalichi Glam and Lilly Lashes, and b) Pedram would share in 50% of the profits of Ghalichi Glam and Lilly Lashes. The truth, however, was that i) Defendants thereafter would assert that Pedram did not have a 50% equity interest in Ghalichi Glam and Lilly Lashes and ii) Defendants thereafter would assert that Pedram could not share in 50% of the profits 17. ‘COMPLAINTeCey awe un 10 " 12 13 14 15. 16 17 18 19 20 21 2 23 24 25 2 26 KASHFIAN & KASHFIAN LLP 28 e of Ghalichi Glam and Lilly Lashes. When Defendants Ghalichi and Does 1-30, made the false misrepresentations, Defendants Ghalichi and Does 1-30, were acting as an agent for, owner of, and/or had actual and/or apparent authority from Defendants Ghalichi Glam and Lilly Lashes to make those misrepresentations. 31. While Pedram was a) developing the new innovative business models for Ghal Glam and Lilly Lashes and b) continuously working for and managing Ghalichi Glam and Lilly Lashes, Defendants repeatedly assured Pedram, both orally and in text messages, that Pedram had a 50% equity interest in Ghalichi Glam and Lilly Lashes and rights to $0% of the profits of Ghalichi Glam and Lilly Lashes. 52. When Defendants made the misrepreseniations, Defendants had no reasonable grounds for believing the misrepresentations to be true, and Defendants also intended that Pedram rely and act on the misrepresentations, in order to compel Pedram to a) develop new innovative business models for Ghalichi Glam and Lilly Lashes, b) expand the operational reach of Ghalichi Glam and Lilly Lashes (ineluding but not limited to introducing Defendants to influencers, as alleged in paragraph 21), and c) run and manage the day-to-day operations of Ghalichi Glam and Lilly Lashes 53. When Defendants made the misrepreseniations, Pedram was ignorant of the true facts, and Pedram also justifiably, reasonably, and actually relied upon Defendants’ misrepresentations to Pedram’s detriment, because Pedram believed Defendants’ misrepresentations to be true and complete, and Pedram was accordingly damaged. Pedram justifiably, reasonably, and actually relied upon Defendants’ misrepresentations, by a) developing new innovative business models for Ghalichi Glam and Lilly Lashes, b) expanding the operational reach of Ghalichi Glam and Lilly Lashes (including but not limited to introducing Defendants to influencers, as alleged in paragraph 21), and c) running and manage the day-to-day operations of Ghalichi Giam and Lilly Lashes. 54. Had Pedram known the truth (namely, that Defendants would repudiate and deny Pedram’s 50% equity interest in and right to 50% of profits from Ghalichi Glam and Lilly Lashes), | Pedram would have done the following: a) Pedram would not have i) developed new innovative business | movels for Ghalichi Glam and Lilly Lashes, i) expanded th operational reach of Ghalchi Glam and | Lilly Lashes (ineluding but not limited to introducing Defendants to influencers, as alleged in paragraph 18 ‘COMPLAINTwe wow ee wo KASHFIAN & KASHFIAN LLP R a B & 21), and iii) run and managed Ghalichi Glam and Lilly Lashes; b) Pedram would have committed his time and resources to other profitable ventures, instead of Ghalichi Glam and Lilly Lashes; and/or c) Pedram would have demanded reasonable compensation for his time and services including, but not limited to i) the time and effort in developing new innovative business models, ii) expanding the operational reach of Ghalichi Glam and Lilly Lashes (including a referral fee for connections to influencers, as alleged in paragraph 21) and iii) running and managing the day-today operations of Ghalichi Glam and Lilly Lashes. 55. Asa proximate result of the conduct of Defendants as herein alleged, Pedram was harmed and has incurred and will incur damages in that: a) Defendants have repudiated and denied Pedram’s 50% equity interest in Ghalichi Glam and Lilly Lashes; b) Defendants have repudiated and denied Pedram’s right to 50% of profits in Ghalichi Glam and Lilly Lashes; ¢) Pedram was induced into i) developing new innovative business models for Ghalichi Glam and Lilly Lashes, ii) expanding the operational reach of Ghalichi Glam and Lilly Lashes (including but not limited to introducing Defendants to influencers, as alleged in paragraph 21), and iii) running and managing the day-to-day operations of Ghalichi Glam and Lilly Lashes; d) Pedram was induced into forgoing other profitable ventures; and e) Pedram was induced into forgoing reasonable compensation for his time and services, all by reason of which Pedram has been damaged in at least the sum in excess of the jurisdictional amount of this Court, and additional amounts according to proof at time of trial, of not less than $10,000,000.00. 56. Pedram is further entitled to the imposition of a constructive trust on $0% of the equity and profits in Ghalichi Glam end Lilly Lashes and tracing with respect to 50% of the equity and profits in Ghalichi Glam and Lilly Lashes. 57. Pedram is further entitled to the imposition of an equitable lien on 50% of the equity and profits in Ghalichi Glam and Lilly Lashes. 58. Pedram is further entitled to an order stating that a) Pedram has a 50% of the equity in Ghalichi Glam and Lilly Lashes; and b) Pedram has a right to 50% of the profits from Ghaliehi Glam and Lilly Lashes. 19. COMPLAINTey aw a wD 9 10 12 B 1s 16 17 18 19 20 2 2 24 25 26 7 28 KASHFIAN & KASHFIAN LLP & THIRD CAUSE OF ACTION PROMISSORY ESTOPPEL (By PlaintifYs Pedram Against Defendants Ghalichi, Ghalichi Glam, Lilly Lashes, and Does 1-30, inclusive) 59, Plaintiffs re-allege and reincorporate euch and every allegation contained all previous paragraphs, inclusive, as though fully set forth herein, 60. Defendants made promises that were clear and unambiguous in its terms. Specifically, in Los Angeles, California, Defendants stated, (on various dates, including but not limited to, in October of 2014, on January 21, 2015, and on May 14, 2015, and continuously thereafter until repudiated in December 2017), that a) Pedram had # 50% equity interest in Ghalichi Glam and Lilly Lashes, and b) Pedram would share in 50% of the profits of Ghalichi Glam and Lilly Lashes. When Defendants Ghalichi and Does 1-30, made the promises, Defendants Ghalichi and Does 1-30, were acting as an agent for, owner of, and/or had actual and/or apparent authority from Defendants Ghalichi Glam and Lilly Lashes. 61. Inmaking such promises to Pedram, Defendants knew or should have known that such promises would, among other things: a) induce Pedram into i) developing new innovative business models for Ghali i Glam and Lilly Lashes, ii) expanding the operational reach of Ghalichi Glam and Lilly Lashes (including but not limited to introducing Defendants to influencers, as alleged in paragraph 21), and iii) running and managing the day-to-day operations of Ghalichi Glam and Lilly Lashes; b) induce Pedram to forgo other profitable ventures; and/or ©) induce Pedram to forgo reesonable compensation for his time and services including, but not limited to i) the time and effort in developing new innovative business models, ii) expanding the operational reach of Ghalichi Glam and Lilly Lashes (including a referral fee for connections to influencers, as alleged in paragraph 21) and iii) running and managing the day-today operations of Ghalichi Glam and Lilly Lashes. 62, Pedram reasonably relied on Defendants’ promise sand representations as set forth. herein and was induced by those promises and representations into, among other things: a) developing new innovative business models for Ghalichi Glam and Lilly Lashes; b) expanding the operational reach of Ghalichi Glam and Lilly Lashes (including but not limited to introducing Defendants to influencers, as __20 COMPLAINTKASHFIAN & KASHFIAN LL? ew aw ew © alleged in paragraph 21); c) running and managing Ghalichi Glam and Lilly Lashes; d) forgoing other profitable ventures; and/or e) forgoing reasonable compensation for his time and services including, but not limited to ) the time and effort in developing new innovative business models, i) expanding the operational reach of Ghalichi Glam and Lilly Lashes (including a referral fee for connections to influencers, as alleged in paragraph 21) and iii) running and managing the day-today operations of Ghalichi Glam and Lilly Lashes, Pedram’s reliance and actions taken on Defendants’ promises and representations were foreseeable. 63. Asa proximate result of the conduct of Defendants as herein alleged, Pedram was harmed and has incurred and will incur damages in that: a) Defendants have repudiated and denied Pedram’s 50% equity interest in Ghalichi Glam and Lilly Lashes; b) Defendants have repudiated and denied Pedram’s right to 50% of profits in Ghalichi Glam and Lilly Lashes; c) Pedram was induced into i) developing new innovative business models for Ghalichi Glam and Lilly Lashes, ii) expanding the operational reach of Ghalichi Glam and Lilly Lashes (including but not limited to introducing Defendants, to influencers, as alleged in paragraph 21), and iii) running and managing the day-today operations of Gh: ‘hi Glam and Lilly Lashes; d) Pedram was induced into forgoing other profitable ventures; e) Pedram was induced into forgoing reasonable compensation for his time and services, all by reason of which Pedram has been damaged in at least a sum in excess of the jurisdictional amount of this Court, and additional amounts according to proof at time of trial, of not less than $10,000,000.00. 64, Pedram is further entitled to the imposition of a constructive trust on 50% of the equity and profits in Ghalichi Glam and Lilly Lashes and tracing with respect to $0% of the equity and profits in Ghalichi Glam and Lilly Leshes. 65. Pedram is further entitled to the imposition of an equitable lien on 50% of the equity and profits in Ghalichi Glam and Lilly Lashes. 66, Pedram is further entitled to an order stating that a) Pedram has a 50% of the equity in Ghalichi Glam and Lilly Lashes; and b) Pedram has a right to 50% of the profits from Ghalichi Glam and Lilly Lashes. 21 ‘COMPLAINTy & KASHFIAN & KASHFIAN LLP Be FOURTH CAUSE OF ACTION QUANTUM MERUIT (By Plaintift’s Pedram Against Defendants Ghalichi, Ghalichi Glam, Lilly Lashes, and Does 1-30, inclusive) 67. Pla fs reallege and reincorporate each and every allegation contained in all previous paragraphs, inclusive, as though fully set forth herein, 68. Pedram performed services for Defendants and conferred a benefit on Defendants, which include but are not limited to: a) developing new innovative business models for Ghalichi Glam and Lilly Lashes, b) expanding the operational reach of Ghalichi Glam and Lilly Lashes (including but not limited to introducing Defendants to influencers, es alleged in paragraph 21), and c) running and manage the day-to-day operations of Ghalichi Glam and Lilly Lashes 69. Pedram and Defendants all understood that Pedram would be compensated for performing these services. Defendants knew that these services were being provided and never told Pedram to stop performing the services. Defendants accepted, used, and enjoyed the services provided by Pedram. 10. As.a.proximate result of the conduct of Defendants as herein alleged, Pedram was harmed and has incurred damages in at least a sum in excess of the jurisdictional amount of this Court, and additional amounts according to proof at time of trial, of not less than $10,000,000.00. FIRTH CAUSE OF ACTION SERVICES RENDERED (By Plaintiff Pedram Against Defendants Ghalichi, Ghalichi Glam, Lilly Lashes, and Does 1-30, inclusive) 71. Plaintiffs reallege and reineorporate each and every allegation contained in all previous paragraphs, inclusive, as though fully set forth herein. 72. Ghal requested, by words and/or conduct, that Pedram perform services for the benefit of Defendants, which include but are not limited to: a) developing new innovative business models for Ghalichi Glam and Lilly Lashes, b) expanding the operational reach of Ghalichi Glam and Lilly Lashes (including but not limited to introducing Defendants to influencers, as alleged in paragraphIAN & KASHFIAN LLP KASH ey awe wD ° 10 ul 12 1B 4 15 16 i 18 19 20 2 23 24 25 26 27 28 21), and c) running and manage the day-to-day operations of Ghalichi Glam and Lilly Lashes. 73, Pedram performed the services as requested, 74, Defendants have not paid Pedram for the services, 75. Asa proximate result of the conduct of Defendants as herein alleged, Pedram was harmed and has incurred damages in at least the sum in excess of the jurisdictional amount of this Court, and additional amounts according to proof at time of tial, of not less than $10,000,000.00. SIXTH CAUSE OF ACTION BREACH OF PARTNERSHIP AGREEMENT [DAMAGES] (By Plaintifis Pedram Against Defendants Ghalichi, Ghalichi Glam, Lilly Lashes, and Does 1-30, inclusive) 16. Plaintiffs allege and reincorporate each and every allegation contained in all previous paragraphs, inclusive, as though fully set forth herein, 77. Pedram and Ghalichi entered into a partnership wherein they agreed that they would make themselves 50/50 equity owners in the Entities (WMT, Ghalichi Glam, and Lilly Lashes), Ghalichi and Pedram agreed to conduct business through the Entities, wherein each would have an equity interest of 50% in the Entities—whether of record or es beneficial owners. As part of the partnership agreement, Pedram and Ghalichi also agreed that a) Ghalichi would use her public image to promote and market various products and services of the Entities, and b) Pedram would develop the business models for the Entities, manage day-to-day operations of the Entities, and make operational and managerial decisions for the Entities 78, Pedram has fulfilled all of his obligations pursuant to the partnership agreement, except such obligations which Defendants’ conduct waived, excused, or rendered impossible or impracticable. 79. Defendants breached the partnership agreement, by: a) repudiating Pedram’s 50% equity interest in Ghalichi Glam and Lilly Lashes; b) repudiating Pedram’s right to 50% of the profits of Ghalichi Glam and Lilly Lashes; c) failing to use Ghalichi’s public image to promote and market various products and services of WML; d) taking monies from Ghalichi Glam and Lilly Lashes’ bank accounts for Ghalichi’s own personal use without permission or informing Plaintiffs; and e) using Ghalichi Glam 23 ‘COMPLAINTaw pwn KASHFIAN & KASHFIAN LL? and Lilly Lashes’ assets as Ghalichi’s own and to the detriment of Ghalichi Glam and Lilly Lashes. 80. Asa proximate result of Defendants’ breach of the partnership agreement as herein alleged, Pedram was harmed and has incurred and will incur damages in that: a) Defendants have repudiated and denied Pedram’s 50% equity interest in Ghalichi Glam and Lilly Lashes; b) Defendants have repudiated and denied Pedram’s right to 50% of profits in Ghalichi Glam and Lilly Lashes; ¢) Pedram was induced into i) developing new innovative business models for Ghalichi Glam and Lilly Lashes, ii) expanding the operational reach of Ghalichi Glam and Lilly Lashes (including but not limited to introducing Defendants to influencers, as alleged in paragraph 21), and iii) running and managing the day-today operations of Ghalichi Glam and Lilly Lashes; d) Pedram was induced into forgoing other profitable ventures; and e) Pedram induced into forgoing reasonable compensation for his time and services, all by reason of which Pedram has been damaged in at least a sum in excess of the jurisdictional amount of this Court, and additional amounts according to proof at time of trial, of not less than $10,000,000.00. ION NTH CAUSE OF At BREACH OF PARTN. ERSHIP AGREEMENT [SPECIFIC PERFORMANCE] (By Plaintiffs Pedram Against Defendants Ghalichi, Ghalichi Slam, Lilly Lashes, and Does 1-30, inclusive) 81. Plaintiffs reallege and reincorporate each and every allegation contained in all paragraphs | through 75, inclusive, as though fully set forth herein. 82. Pedram and Ghalichi entered into a partnership wherein they agreed that they would make themselves 50/50 equity owners in the Entities (WML, Ghalichi Glam, and Lilly Lashes). Ghalichi and Pedram agreed to conduct business through the Entities, wherein each would have an equity interest of $0% in the Entities—whether of record or es beneficial owners. As part of the partnership agreement, Pedram and Ghalichi also agreed that a) Ghalichi would use her public image to promote and market various products and services of the Entities, and b) Pedram would develop the business models for the Entities, manage day-to-day operations of the Entities, and make operational and managerial decisions for the Entities. 83, ‘The consideration set forth in the partnership agreement was fully and fairly 24 (COMPLAINTawk un es KASHFIAN & KASHFIAN LLP bargained for and reflected the fair and reasonable value of the performance; that is, Defendants and Pedram agreed that, in exchange for becoming 50/50 equity owners in the Entities, a) Ghalichi would use her public image to promote and market various products and services of the Entities, and b) Pedram would develop the business models for the Entities, manage day-to-day operations of the Entities, and make operational and managerial decisions for the Entities, which was just and reasonable, 84, Pedram has fulfilled all of his obligations pursuant to the partnership agreement, except such obligations which Defendants’ conduct waived, excused, or rendered impossible or impracticable, 85. Defendants breached the partnership agreement, by: a) repudiating Pedramn’s 50% equity interest in Ghalichi Glam and Lilly Lashes; b) repudiating Pedram’s right to 50% of the profits of Ghalichi Glam and Lilly Lashes; ¢) failing to use Ghalichi’s public image to promote and market various produets and services of WML; d) taking monies from Ghalichi Glam and Lilly Lashes’ bank accounts {or Obalichi’s own personal use without permission or informing Plaintiffs; and e) using Ghalichi Glam and Lilly Laghes’ assets as Ghalichi’s own and to the detriment of Ghalichi Glam and Lilly Lashes. 86. The acts of a) granting Pedram’s 50% equity interest in Ghalichi Glam and Lilly Lashes; b) granting Pedram’s right to $0% of the profits of Ghelichi Glam and Lilly Lashes; e) requiring Ghalichi to use her public image to promote and market various products and services of WML are unique and, therefore, Pedram may have no other adequate remedy at law. EIGHTH CAUSE OF ACTION BREACH OF CONTRACT [DAMAGES] (By Plaintiff! WML Against Defendants Ghalichi, Ghalichi Glam, Lilly Lashes, and Does 1-30, inclusive) 87. Plaintiffs reallege and reincorporate each and every allegation contained in all previous paragraphs, inclusive, as though fully set forth herein, 88, Ghalichi entered into an agreement with WML, wherein Ghalichi agreed that she ‘would promote and market WML. 89, WML. has fulfilled all of the obligations pursuant to such agreement, except such obligations which Ghalichi's conduct waived, excused, or rendered impossible or impracticable, 25 COMPLAINTKASHFIAN & KASHFIAN LLP 9 10 12 13 14 1s. 16 7 18 19 ai 2 23 25 90, Ghalichi breached the agreement by failing to use Ghalichi’s public image to promote and market various produets and services of WML. 91, Asaresult of the breaches by Ghalichi, WML suffered damages according to proof of not less than $500,000.00, NINTH CAUSE OF ACTION BREACH OF CONTRACT [SPECIFIC PERFORMANCE] (By Plaintiff WML. Against Defendants Ghalichi, Ghalichi Glam, Lilly Lashes, and Does 1-30, inclusive) 92. Plaintiffs reallege and reincorporate each and every allegation contained in all paragraphs | through 86, inclusive, as though fully set forth herein, 93. Ghalichi entered into an agreement with WML, wherein Ghalicii agreed that she would promote and market WML 94, — The consideration set forth in the agreement was fully and fairly bargained for and reflected the fair and reasonable value of the performance; that is, Ghalichi and WMI. agreed that, in exchange for making Ghalichi and Pedram 50/50 equity owners in WML, a) Ghalichi would use her public image to promote and market various products and services of WML, and b) Pedram would develop the business models for WML, manage day-to-day operations of WML, and make operational and managerial decisions for WML, which was just and reasonable. 93, WML has fulfilled all of the obligations pursuant to such agreement, except such obligations which Ghalichi's conduct waived, exeused, or rendered impossible or impracticable, 96. Ghalichi breached the agreement by failing to use Ghalichi’s public image to promote and market various products and services of WML. 97. ‘The act of requiring Ghalichi’s to use her public image to promote and market | various products and services of WML is unique and, therefore, WML may have no other adequate remedy at law, 26 COMPLAINTFIAN & KASHFIAN LLP ‘TENTH CAUSE OF ACTION BREACH OF SUBLEASE [DAMAGES] (By Plaimtift WML Against Defendants Ghalichi, Ghalichi Glam, Lilly Lashes, and Does 1-30, inclusive) 98. Plaintiffs reallege and reincorporate each and every allegation contained in all previous paragraphs, inclusive, as though fully set forth herein, 99. Ghalichi and Lilly Lahes entered into an agreement with WML, wherein Ghalichi and Lilly Lashes agreed that Ghalichi and Lilly Lashes would pay rent to WML for the use of WML"s office space (the “Sublease”). The parties agreed in writing that Ghalichi and Lilly Lashes would pay WML $5,000.00 for rent and $1,000.00 for utilities monthly. 100. WML has fulfilled all of its obligations pursuant to the Sublease, except such obligations which Ghalichi and Lilly Lashes’ conduct waived, exeused, or rendered impossible or impracticable. 101. Ghalichi and Lilly Lashes breached the agreement by failing to pay WML the reasonable rate of $5,000.00/month for rent and $1,000,00/month for utilities. On or about September 26, 2017, and again on or about October 4, 2017, Ghalichi and Lilly Lashes confirmed and acknowledged in writing that Ghalichi and Lilly Lashes were liable for the Sublease and would make the payments, as promised, 102. Asa result of the breaches by Ghalichi and Lilly Lashes, WML suffered damages according to proof of not less than $84,000.00, ELEVENTH CAUSE OF ACTION DECLARATORY REL (By Plaintiff Pedram Against Defendants Ghalichi, Ghalichi Glam, Lilly Lashes, and Does 1-30, inclusive) 103, Plaintiffs reallege and reincorporate each and every allegation contained in all previous paragraphs, inclusive, as though fully set forth herein, 104, An actual controversy has arisen regarding the ownership of Ghalichi Glam and Lilly Lashes and the rights to profits in Ghalichi Glam and Lilly Lashes, in that Pedram contends that 27 COMPLAINTKASHFIAN & KASHFIAN LLP e Pedram has a 50% equity interest in and rights to $0% of the profits of Ghalichi Glam and Lilly Lashes, and Defendants dispute these contentions and contend to the contrary. 105. By reason of the foregoing controversy, Pedram respectfully requests that the Court make a judicial determination that: a) Pedram has a 50% equity interest in Ghalichi Glam and Lilly Lashes, and b) Pedram is entitled to 50% of the profits of Ghalichi Glam and Lilly Lashes. Such a judicial declaration is necessary and appropriate at this time so thet the parties may ascertain their respective rights, duties, and obligations with respect to Ghalichi Glam and Lilly Lashes. PRAYER WHEREFORE, Plaintifi’ Pecram and WML pray for judgment against Defendants |, Ghalichi Glam, Lilly Lashes, and Does 1-30, as follows: 106. _ ON ‘THE FIRST CAUSE OF ACTION AS FOLLOWS: a) Fora judgment to be entered in favor of Pedram and against Defendants Ghalichi, Ghalichi Glam, Lilly Lashes, and Does 1-30, and that Pedram be awarded general, special, compensatory, and/or restitution damages in an amount according to proof a trial, of not less than $10,000,000.00; b) —_ Forthe imposition of a constructive trust on 50% of the equity and profits in Ghalichi Glam and Lilly Lashes and tracing with respect to 50% of the equity and profits in Ghali Glam and Lilly Lashes. ©) Forthe imposition of an equitable lien on 50% of the equity and profits in Ghalichi Glam and Lilly Lashes. 6) Foran order stating that i) Pedram has a 50% of the equity in Ghali Glam and Lilly Lashes; and/or ii) Pedram has a right to 50% of the profits from Ghalichi Glam and Lilly Lashes; ©) For punitive damages in an amount according to proof at trial; ) Foran award of pre- and post-judgment interest as may be allowed by law; 8) Forand award of costs of suit; and bh) For such other legal and equitable relief as this Court deems just and 28 COMPLAINTKASHFIAN & KASHFIAN LLP R 8 ® proper. 107, a) Fora judgment to be entered in favor of Pedram and against Defendants Ghalichi, Ghalichi Glam, Lilly Lashes, and Does 1-30, and that Pedram be awarded general, special, compensatory, and/or restitution damages in an amount according to proof a trial, of not less than $10,000,000.00; b) For the imposition of a constructive trust on 50% of the equity and profits in Ghalichi Glam and Lilly Lashes and tracing with respect to 50% of the equity and profits in Ghalichi Glam and Lilly Lashes, ©) Forthe imposition of an equitable lien on 50% of the equity and profits in Ghalichi Glam and Lilly Lashes d) Foran order stating that i) Pedram has a 50% of the equity in Ghalichi Glam and Lilly Lashes, and/or ii) Pedram has a right to 50% of the profits from Ghalichi Glam and Lilly Lashes; ©) Foran award of pre-and postjudgment interest as may be allowed by law; ) For and award of costs of suit; and 8) For such other legal and equitable relief as this Court deems just and proper. 2) Fora judgment to be entered in favor of Pedram and against Defendants Ghalichi, Ghalichi Glam, Lilly Lashes, and Does 1-30, and that Pedram be awarded general, special, compensatory, and/or restitution damages in an amount according to proof a trial, of not less than $10,000,000.00; b) _Forthe imposition of a constructive trust on 50% of the equity and profits in Ghelichi Glam and Lilly Lashes and tracing with respect to 30% of the equity and profits in Ghalichi Glam and Lilly Lashes. ©) Forthe imposition of an equitable lien on 50% of the equity and profits in Ghalichi Glam and Lilly Lashes. 29 COMPLAINTaon Seevwoan i 12 13 4 15 16 17 18 19 20 2 2 24 25 26 27 KASHFIAN & KASHFIAN LLP 28 & 4) Foran order stating that i) Pedram has a 50% of the equity in Ghalichi Glam and Lilly Lashes, and/or ii) Pedram has a right to $0% of the profits from Ghalichi Glam and Lilly; ¢) Foran award of pre- and post-judgment interest as may be allowed by law; f) For and award of costs of suit; and 8) Forsuch other legal and equitable relief as this Court deems just and proper. ‘(OURTH CAUSE OF ACTION AS FOLLOWS: 2) Fora judgment to be entered in favor of Pedram and against Defendants Ghalichi, Ghalichi Glam, Lilly Lashes, and Docs 1-30, and that Pedram be awarded gencral, special, compensatory, and/or restitution damage: $10,000,000.00; an amount according to proof a tial, of not less than b) _ Forthe imposition of a constructive trust on 50% of the equity and profits in Ghalichi Glam and Lilly Lashes and tracing with respect to 50% of the equity and profits in Ghalichi Glam and Lilly Lashes. ©) Forthe imposition of an equitable lien on 50% of the equity and profit Ghalichi Glam and Lilly Lashes. 6) Foran order stating that i) Pedram has a 50% of the equity in Ghalichi Glam and Lilly Lashes, and/or if) Pedram has a right to 50% of the profits from Ghalichi Glam and Lilly Lashes; ©) Foran award of pre- and post-judgment interest as may be allowed by law; 1) Forand award of costs of suit; and £) _ Forsuch other legal and equitable relief as this Court deems just and proper. 110, ON THE FIFTH CAUSE OF ACTION AS FOLLOWS 2) Fora judgment to be entered in favor of Pedram and against Defendants Ghalichi, Ghalichi Glam, Lilly Lashes, and Does 1-30, and that Pedram be awarded general, special, compensatory, and/or restitution damages in an amount according to proof a trial, of not less than $10,000,000.00; 30 COMPLAINTKASHFIAN & KASHFIAN LLP awe wn ey b) —_ Forthe imposition of a constructive trust on 50% of the equity and profits in Ghalichi Glam and Lilly Lashes and tracing with respect to 50% of the equity and profits in Ghalichi Glam and Lilly Lashes, ) _ Forthe imposition of an equitable lien on 50% of the equity and profits in Ghalichi Glam and Lilly Lashes. 4) Foran order stating that i) Pedram has a 50% of the equity in Ghalichi Glam and Lilly Lashes, and/or ii) Pedram has a right to 30% of the profits from Ghalichi Glam and Lilly Lashes; ©) Foran award of pre- and post-judgment interest as may be allowed by law; 1) Forand award of costs of suit; and 2) Forsuch other legal and equitable relief as this Court deems just and proper. 111. __ON THE SIXTH CAUSE OF ACTION AS FOLLOWS: a) Fora judgment to be entered in favor of Pedram and against Defendants Ghalichi, Ghalichi Glam, Lilly Lashes, and Does 1-30, and that Pedram be awarded general, special, compensatory, and/or restitution damages in an amount according to proof a trial, of not less than $10,000,000.01 b) Foran award of pre-and post-judgment interest as may be allowed by law; ©) Forand award of costs of suit; and 4) Forsuch other legal and equitable relief as this Court deems just and proper. 112. _ON THE 2) Forspecific performance directing Defendants Ghalichi, Ghalichi Glam, Lilly Lashes, and Does 1-30, to i) grant Pedram’s 50% equity interest in Ghalichi Glam and Lilly Lashes; ii) grant Pedram’s right to 50% of the profits of Ghalichi Glam and Lilly Lashes; iii) use Ghalichi*s public image to promote and market various products and services of WML; b) For an award of pre-and post-judgment interest as may be allowed by law; ©) Forand award of costs of suit; and 31 ‘COMPLAINTKASHFIAN & KASHFIAN LLP Soman aneun 4) Forsuch other legal and equitable relief as this Court deems just and proper. 113,_ON THE EIGHTH CAUSE OF 4 a) Fora judgment to be entered in favor of WML and against Defendants Ghalichi, Ghalichi Glam, Lilly Lashes, and Does 1-30, and that WMI. be awarded general, special, compensatory, and/or restitution damages in an amount according to proof a trial, of not less than $500,000.00; b) Foran award of pre-and post-judgment interest as may be allowed by law; ©) Forand award of costs of suit; and 4) For such other legal and equitable relief as this Court deems just and proper. 114, ON THE NINTH CAU! ACTION AS FOLLOWS: 4) Forspecific performance directing Defendants Ghalichi, Ghalichi Glam, Lilly Lashes, and Does 1-30, to use Ghalichi's public image to promote and market various products and services of WML; b) Foran award of pre- and post.judgment interest as may be allowed by law; ©) Forand award of costs of suit; and 4) Forsuch other legal and equitable relief as this Court deems just and proper. L1S._ON THE TENTH CAUSE OF ACTION AS FOLLOWS: 2) Fora judgment to be entered in favor of WML and against Defendants Ghalichi, Ghalichi Glam, Lilly Lashes, and Does 1-30, and that WML be awarded general, special, compensatory, and/or restitution damages in an amount according to proof a trial, of not less than $84,000.00; b) Foran award of pre- and post-judgment interest as may be allowed by law; ©) Forand award of costs of suit; and 4) Forsuch other legal and equitable relief as this Court deems just and proper. = 32 COMPLAINTsen KASHFIAN & KASHFIAN LLP & 16._ON THE ELEVENTH CAUSE OF ACTION AS FOLLOWS: a) Fora judicial declaration that i) Pedram has @ 50% equity interest in Ghalichi Glam and Lilly Lashes, and ii) Pedram is entitled to 50% of the profits of Ghalichi Glam and Lilly Lashes; b) —_Forsuch ancillary orders and decrees as may be necessary to implement, effectuate, carry out, and enforce said judicial determination; ©) Foran award of pre- and post-judgment interest as may be allowed by law; 4) Forand award of costs of suit; and ©) For such other legal and equitable relief as this Court deems just and proper. DEMAND FOR JURY TRIAL, Plaintiffs hereby demands trial of her claims by jury to the extent authorized by law. Dated: April 27, 2018 KASHFIAN & KASHFIAN LLP Ryan D. Kashfigny Esq PAYAM PEDRAM, an individual Dated: April 27, 2018 ELYASHAR LAW FIRM Henry By: Henry A. Attorneys for Pla WANTMYLOOK, INC., a California Corporation 33, ‘COMPLAINT