Verify, Inc v. Tesla, Inc. Document 15: Complaint Amended

Superior Court of California, County of Santa Clara
Case No. 18CV329713
Filed October 2, 2018

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Page 1 18CVSanta Clara – Civil

Randall S. Guritzky, Esq., Bar No. LAW OFFICES OF RANDALL S. GURITZKY
1524 North Potrero Avenue
South El Monte, CA Tel & Fax: (626) 580-Email: randall.guritzky@gmail.com

Electronically Filed
by Superior Court of CA,
County of Santa Clara,
on 10/2/2018 11:11 AM
Reviewed By: A. Rodriguez
Case #18CVEnvelope:
Attorneys for Plaintiff
VERIFY, INC., a California corporation

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF SANTA CLARA

)
)
)
)
Plaintiff,
)
)
vs.
)
TESLA, INC. WHICH WILL DO BUSINESS IN )
CALIFORNIA AS TESLA MOTORS, INC., a )
Delaware corporation; and DOES 1 through 50, )
)
inclusive,
)
)
)
)
Defendants.
)
)
)
)
)
)
VERIFY, INC., a California corporation,

CASE NO. 18CV[UNLIMITED CIVIL-OVER $25,000.00]
FIRST AMENDED COMPLAINT FOR:
1.
BREACH OF CONTRACT;
2.
COMMON COUNT (ACCOUNT
STATED);
3.
COMMON COUNT (OPEN BOOK
ACCOUNT);
4.
COMMON COUNT (GOODS AND
SERVICES RENDERED);
5.
QUASI-CONTRACT - UNJUST
ENRICHMENT
Complaint Filed: June 11, Trial Date: None

Plaintiff VERIFY, INC., a California corporation (“Plaintiff” or “Verify”), alleges as follows:

PRELIMINARY ALLEGATIONS
1.
Plaintiff is, and at all times herein mentioned was a corporation duly organized and
existing under the laws of the State of California, authorized to and doing business in the County of
Santa Clara, State of California, with its principal place of business in Irvine, California; and, at all
times mentioned herein, is and at all relevant times was, a corporation qualified to do business in
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Page 2
California, engaged in the business supplier performance management, offering and providing a full

suite of measured and managed supplier quality and delivery assurance services that improve

supplier performance and reduce costs, and providing deliverables to successfully advance through
the supplier performance management lifecycle, assuring quality product is delivered on time.
2.
Plaintiff is informed and believes, and thereon alleges, that TESLA, INC. WHICH
WILL DO BUSINESS IN CALIFORNIA AS TESLA MOTORS, INC., a Delaware corporation
(“Tesla”), and DOES 1-50, at all times herein mentioned was a corporation duly organized and
existing under the laws of the State of Delaware, authorized to and doing business in the County of
Santa Clara, State of California.
3.
Plaintiff is further informed and believes, and thereon alleges, that Defendant, Tesla, and
DOES 1-10, is, and at all times herein mentioned was/were the owner of certain real property
situated in the County of Santa Clara, State of California, described as follows: "Tesla Motors, Inc.”,
45500 Fremont Boulevard, Fremont, CA 94538 (hereinafter the "Property").
4.
The true names and capacities, whether individual, corporate, or otherwise of those
Defendants designated Does 1 through 50, inclusive, are currently unknown to Plaintiff, who
therefore sues said Defendants by such fictitious names. Plaintiff will seek leave of court to amend

this Complaint to show their true names and capacities when such have been ascertained. Plaintiff is

informed and believes, and on that basis alleges that each of the Defendants designated as a DOE is

responsible and liable to Plaintiff for the events and happenings herein referred to and thereby

proximately caused damages or other injury to Plaintiff as herein alleged.

5.
Plaintiff is informed and believes, and on that basis alleges that at all times herein

mentioned each of the Defendants was the agent, alter ego, employee, partner, or joint venturer of or

with each of the remaining Defendants, and has been, in each of the matters herein described, acting

at all times within the scope of such relationship and authority, and with the knowledge, direction,

consent, permission and/or ratification of each of the remaining Defendants.

FIRST CAUSE OF ACTION

(For Breach of Contract)

[Against Defendants, Tesla Motors, Inc.; and DOES 21 through 50]
6.
Plaintiff incorporates paragraphs 1 through 5 above as though set forth fully herein.
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FIRST AMENDED COMPLAINT
Page 3
7.
On or about February 3, 2015, Plaintiff and Tesla entered into a written agreement
whereby Plaintiff agreed to provide to Tesla on credit, and Tesla agreed to pay for, business supplier
performance management services (the “Agreement”). The goods and services included assist in
recovering the performance and related quality and timeliness of certain manufactured products at
Tesla’s poorly performing suppliers of IDRA T&C (Travagliato, Italy), and Automation tooling
Systems (Wixom, MI, USA).
8.
Tesla purchased business supplier performance management from Plaintiff from on
or about February 3, 2015, to the present, that are the subject of this action.
9.
Tesla issued Purchase Orders to Verify so that Verify could invoice Tesla for the
services rendered. Four (4) Purchase Orders Tesla issued to Verify are associated with the open
unpaid invoices, in the amount of $212,960.52. The unpaid invoices relate to:
A)
IDRA T&C (Travagliato, Italy) - services rendered by Arthur Jason Galarza from
February 1st, 2015 through December 31st, 2015, wherein Mr. Galarza provided services with a
reasonable value of $407,603.28 for which it invoiced Tesla and Tesla paid only $194,642.leaving $212,960.52 open and unpaid. Open invoices totaling $212,960.52 identify the Tesla
Purchase Order for which Verify was authorized to invoice against. In doing so, Verify incurred
substantial costs and cash outlays and invoiced Tesla accordingly.
10.
Pursuant to the Agreement referenced herein above, in the event credit is extended to

Tesla by Verify for the furnishing of business supplier performance management, payment will be

made by Tesla on all purchases within sixty (60) days from receipt of invoices from Plaintiff for the

goods and materials referenced herein. Despite repeated demands for payment of the invoices, Tesla

has failed and refused to pay the sum of $212,960.52, which remains due and owing from Tesla to

Verify, and is substantially past due.

11.
Plaintiff has fully performed all acts, services, and conditions required by such
Agreement to be performed on its part.
12.
Verify has provided Tesla business supplier performance management services for the

Property in the total amount of $643,990.53, for which Tesla has paid Verify the sum of

$431,030.01. Tesla has breached the Agreement by failing to pay for the goods and services

received by Tesla in the sum of at least $212,960.52.
13.
Plaintiff has made demands on Defendant for payment of such sum, but neither the
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FIRST AMENDED COMPLAINT
Page 4
whole nor any part of such sum has been paid, and there is now due and unpaid from Tesla to

Plaintiff the sum of at least $212,960.52. Therefore, Plaintiff herein seeks the sum of at least

$212,960.52 from Tesla, plus interest thereon at the legal rate, plus costs as allowable according to
proof.
SECOND CAUSE OF ACTION

(Common Count - Account Stated)

[Against Defendants, Tesla Motors, Inc.; and DOES 21 through 50]
14.
Plaintiff incorporates by this reference all preceding paragraphs as if they were set
forth fully herein.
15.
Within the past four (4) years, in the County of Santa Clara, State of California,
Plaintiff furnished business supplier performance management services at Tesla’s request.
16.
An account was stated in writing by and between Plaintiff and Tesla.
17.
Neither the whole nor any part of such sum has been paid, although Plaintiff has
demanded payment, and there is now due, owing, and unpaid from Tesla to Plaintiff the sum of
$212,960.52, together with interest thereon at the legal rate from the date said amounts became due
until date of judgment.

THIRD CAUSE OF ACTION

(Common Count - Open Book Account)

[Against Defendants, Tesla Motors, Inc.; and DOES 21 through 50]

18.

forth fully herein.

19.
Plaintiff incorporates by this reference all preceding paragraphs as if they were set
Within the last four years in Palo Alto, California, Plaintiff furnished to Tesla at its

special instance and request, on open book account, goods and/or services of the agreed value of at

least $212,960.52.

20.
Tesla has failed and refused, and continues to fail and refuse, to pay the agreed amount,

nor any amount, although demand therefor has been made; and there is now due, owing, and unpaid

from Tesla and DOES 11-50, and each of them, to Plaintiff, at least $212,960.52, together with

interest thereon at the legal annual rate from June 1, 2016.
21.
Pursuant to Civil Code Section 1717.5, Plaintiff is entitled to attorney fees in the sum of
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FIRST AMENDED COMPLAINT
Page 5
$1,000.00.
FOURTH CAUSE OF ACTION

(Common Count - Goods Sold and Delivered)

[Against Defendants, Tesla Motors, Inc.; and DOES 21 through 50]
22.

incorporates them herein by reference as though fully set forth at length.
23.

Plaintiff repleads and realleges all preceding paragraphs, inclusive, hereof, and
Within the past four (4) years in Santa Clara, California, Tesla became indebted to
Plaintiff for goods and services rendered by Plaintiff to Tesla, who then and there agreed to pay the
sum of at least $212,960.52.
24.
which Plaintiff has not been paid, is at least $212,960.52.

The reasonable value of the goods and services rendered by Plaintiff to Tesla, for
25.
Neither the whole nor any part of the above sum has been paid, although demand
therefore has been made, and there is now due, owing, and unpaid from said Defendant to Plaintiff
the sum of at least $212,960.52, together with interest thereon at the legal rate from and after June 1,
2016.

FIFTH CAUSE OF ACTION

(Quasi-Contract - Unjust Enrichment)

[Against Defendant, Tesla Motors, Inc., and DOES 1 through 10]

26.
Plaintiff repleads and realleges all preceding paragraphs, inclusive, hereof, and
incorporates them herein by reference as though fully set forth at length.
27.
Defendant, Tesla, DOES 1 through 10, and each of them, diverted and been unjustly

enriched with the identifiable sum of approximately $212,960.00, the reasonable value of goods and

services provided by Plaintiff to Tesla, for which Tesla received the benefits thereof and for which

Tesla has not paid Plaintiff.

28.
Plaintiff seeks to be reimbursed the money acquired by Tesla unjustly and/or an order

for restitutionary relief requiring defendant, Tesla, DOES 1 through 10, and each of them, to

disgorge the profits illegally made by them as the result.
PRAYER FOR RELIEF

WHEREFORE, Plaintiff, VERIFY, INC., a California corporation, prays for judgment
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FIRST AMENDED COMPLAINT
Page 6
against Defendants, and each of them, as follows:

ON THE FIRST CAUSE OF ACTION:
FOR BREACH OF CONTRACT:
AS AGAINST TESLA, INC. WHICH WILL DO BUSINESS IN CALIFORNIA AS TESLA
MOTORS, INC., a Delaware corporation, and DOES 1-50, Inclusive:
1.
For actual damages in the sum of at least $212,960.52.
2.
For interest at the legal rate from June 1, 2016.
3.
For its costs of suit; and
4.
For such other and further relief as this court deems necessary, just and proper.

ON THE SECOND CAUSE OF ACTION:
COMMON COUNT - ACCOUNT STATED
AS AGAINST DEFENDANT, TESLA, INC. WHICH WILL DO BUSINESS IN
CALIFORNIA AS TESLA MOTORS, INC., a Delaware corporation, and DOES 1-50,
Inclusive:
1.
For actual damages in the sum of at least $212,960.52.

2.
For interest at the legal rate from June 1, 2016.

3.
For attorneys fees per statute (Civil Code Section 1717.5) incurred herein.

ON THE THIRD CAUSE OF ACTION:

COMMON COUNT - OPEN BOOK ACCOUNT:

AS AGAINST TESLA, INC. WHICH WILL DO BUSINESS IN CALIFORNIA AS TESLA

MOTORS, INC., a Delaware corporation, and DOES 1-50, Inclusive:

1.
For actual damages in the sum of at least $212,960.52.

2.
For interest at the legal rate from June 1, 2016.

ON THE FOURTH CAUSE OF ACTION:

COMMON COUNT - GOODS AND SERVICES RENDERED:

AS AGAINST TESLA, INC. WHICH WILL DO BUSINESS IN CALIFORNIA AS TESLA

MOTORS, INC., a Delaware corporation, and DOES 1-50, Inclusive:

1.
For actual damages in the sum of at least $212,960.52.
2.
For interest at the legal rate from June 1, 2016.
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ON THE FIFTH CAUSE OF ACTION:

QUASI-CONTRACT - UNJUST ENRICHMENT:

AS AGAINST TESLA, INC. WHICH WILL DO BUSINESS IN CALIFORNIA AS TESLA
MOTORS, INC., a Delaware corporation, and DOES 1-50, Inclusive:
1.
For actual damages in the sum of at least $212,960.52.
2.
For interest at the legal rate from June 1, 2016.
ON ALL CAUSES OF ACTION:
AS AGAINST TESLA, INC. WHICH WILL DO BUSINESS IN CALIFORNIA AS TESLA
MOTORS, INC., a Delaware corporation, and DOES 11-50, Inclusive:

1.
For its costs of suit; and
2.
For such other and further relief as this court deems necessary, just and proper.

DATED: October __,
LAW OFFICES OF RANDALL S. GURITZKY

By:
RANDALL S. GURITZKY, Esq.
Attorneys for Plaintiff, VERIFY, INC.

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FIRST AMENDED COMPLAINT
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