1 ROBERT I. LEVY (State Bar No.

200648)
ROBERT I. LEVY, ATTORNEY AT LAW
2 A PROFESSIONAL CORPORATION
610 16th Street, Suite 516
3 Oakland, CA 94612
Tel.: (510) 465-0025
4 Fax: (510) 465-0031
5 Attorneys for Cross-complainants,
Ameri Oil Company, Inc. and Karim Mehrabi
6
SUPERIOR COURT OF CALIFORNIA, COUNTY OF SANTA CLARA,
7
UNLIMITED JURISDICTION
8
9 ALI ANVARI, Case No.: 108CV129341

10 Plaintiff, CROSS-COMPLAINT FOR

11 v. PARTNERSHIP DISSOLUTION AND
ACCOUNTING, BREACH OF
12 AMERI OIL COMPANY, INC., a California CONTRACT, BREACH OF FIDUCIARY
Corporation, AZAD AMIRI, and KARIM DUTY, AND DECLARATORY RELIEF
13 MEHRABI, and DOES 1 through 50, inclusive, ________________________________________
14 Defendants.
_______________________________________/
15 AMERI OIL COMPANY, INC., A California
Corporation, and KARIM MEHRABI,
16
Cross-complainants,
17
v.
18
ALI ANVARI; and ROES 1 through 50, inclusive,
19
Cross-defendants.
20 _______________________________________/

21
GENERAL ALLEGATIONS
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23 1. Cross-complainant, AMERI OIL COMPANY, INC. (hereinafter “Ameri Oil”), is a

24 Corporation, formed and existing under the laws of the State of California.
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2. Cross-Complainant, KARIM MEHRABI (hereinafter “Mehrabi”), at all times herein
26
mentioned, was and is an individual who resides and resided in Santa Clara County, the State of
27
California (hereinafter Ameri Oil and Mehrabi shall be sometimes hereinafter collectively referred to
28

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1 CROSS- COMPLAINT FOR PARTNERSHIP DISSOLUTION AND ACCOUNTING, BREACH OF
CONTRACT, BREACH OF FIDUCIARY DUTY, AND DECLARATORY RELIEF
 1 as “Cross-Complainants”).
2
3. Cross-complainants are is informed and believe and thereon allege that Cross-defendant,
3
ALI ANVARI is an individual, and at all times herein mentioned is and was a resident of the County
4
of Contra Costa, State of California.
5
6 4. Cross-complainants are ignorant of the true names and capacities, whether individual,

7 corporate, associate, or otherwise, of cross-defendants sued herein as ROES 1 through 50, inclusive,
8 and, therefore, sue these cross-defendants by such fictitious names. Cross-complainants will amend
9
this cross-complaint to allege their true names and capacities when ascertained. Cross-complainants
10
are informed and believe and thereon allege that each of these fictitiously named cross-defendants is
11
12 responsible in some manner for the occurrences herein alleged, and that Cross-complainants’ damages,

13 as herein alleged, were proximately caused by such cross-defendants.

14 5. At all times herein mentioned cross-defendants, ROES 10 through 50, inclusive, were
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the agents, servants, and employees of their co-cross-defendants, and in doing the things alleged below
16
were acting in the scope of their authority as such agents, servants, and employees, and with the
17
18 permission and consent of their co-cross-defendants.

19 6. On or around November 1, 1994, Cross-defendant, Ali Anvari (hereinafter “Anvari”)

20 and Ameri Oil entered into a partnership agreement at Concord, Contra Costa County, California, for
21
the purpose of entering a second partnership agreement with Mehrabi for the purpose of purchasing the
22
real property and improvements located at 175 West Capitol Expressway, San Jose, CA and operating
23
a gasoline service station thereon. The Agreement between Anvari and Ameri Oil was a written
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25 partnership agreement, which is attached hereto as Exhibit “A” and incorporated herein by reference.

26 Said partnership was known as and shall hereinafter to be referred to as the “Anvari-Ameri Oil
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Partnership.” Pursuant to the Anvari-Ameri Oil Partnership Agreement, on or about January 1, 1995,
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Anvari and Ameri Oil entered a second partnership agreement with Mehrabi, at San Jose, Santa Clara
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2 CROSS- COMPLAINT FOR PARTNERSHIP DISSOLUTION AND ACCOUNTING, BREACH OF
CONTRACT, BREACH OF FIDUCIARY DUTY, AND DECLARATORY RELIEF
 1 County, California, for the purpose of conducting the general business of operating a service station
2
located at 175 West Capitol Expressway, San Jose, CA and to purchase the real property at the same
3
location. That agreement was a written partnership agreement, which is attached hereto as Exhibit “B”
4
and incorporated herein by reference. Said partnership was known as the “Capital Expressway Beacon
5
6 Partnership (hereinafter “CEBP”).

7 7. Under the terms of the partnership agreement for the Anvari-Ameri Oil Partnership,
8 Anvari and Ameri Oil were each fifty percent (50%) owners of the profits of that partnership.
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8. Pursuant to the terms of the agreement for the CEBP, both Mehrabi and the Anvari-
10
Ameri Oil Partnership, were entitled to fifty percent (50%) of the profits of the partnership. Further,
11
12 pursuant to the agreement for the CEBP, the partnership purchased the subject real property, and has

13 owned that property uninterrupted ever since.

14 9. Section XXI of the CEBP Agreement provides that “Should legal action be required to
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enforce any of the provisions of this Agreement, the prevailing party shall be entitled to recover
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reasonable attorney’s fees incurred in enforcing the Agreement.”
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18 10. At no point in time, has any of the partners in the CEBP conveyed or otherwise

19 transferred their partnership interest.

20 11. The same principal partners that are the partners under the CEBP agreement, are also
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partners to a partnership agreement known as the Placerville Beacon Partnership, which purchased a
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vacant lot of land in Placerville, California. The loan to purchase that lot was secured by the real
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property owned by the CEBP located at 175 West Capitol Expressway, San Jose, CA. Because that lot
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25 did not produce any income, and because the interest of the partners in the Placerville Beacon

26 Partnership was aligned with the partners’ interests in the CEBP, the CEBP paid the loan on the vacant
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lot.
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12. Thereafter, Ameri Oil sold its interest in the Placerville lot to the two (2) remaining
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3 CROSS- COMPLAINT FOR PARTNERSHIP DISSOLUTION AND ACCOUNTING, BREACH OF
CONTRACT, BREACH OF FIDUCIARY DUTY, AND DECLARATORY RELIEF
 1 partners, Ali Anvari and Karim Mehrabi. Because the partnership interests and the partners in CEBP
2
were no longer aligned with the partnership interest and the partners in the Placerville Beacon
3
partnership, it no longer made any sense for the CEBP to pay the debt on the Placerville lot. Those debts
4
needed to be paid by the individual partners or the Placerville Beacon partnership. That did not occur.
5
6 To preserve the Capitol Expressway real property and to keep it out of foreclosure, Ameri Oil advanced

7 payments on the Placerville vacant lot for Anvari.

8 13. The profits of Ali Anvari from the CEBP were insufficient to pay his portion of the loan
9
on the Placerville lot. After paying the loan on the Placerville lot, there was a deficiency from Anvari’s
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profits from the CEBP in the amount of approximately $1,100 per month. Nonetheless Ameri Oil did
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12 advance payments for him. That deficiency was paid from Ameri Oil’s share of the profits from CEBP,

13 thereby depleting Anvari’s capital account in the CEBP.

14 14. Section VI of the partnership agreement for the CEBP, provides that if the partnership
15
requires further capital contribution by the partners, it shall be contributed in accordance with their
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ownership interest in the partnership, and failure to so contribute capital “that partner will be excluded
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18 from the partnership. Upon such exclusion, he/it shall receive his/its share of the partnership assets plus

19 his/its share of the profit or loss to date, but no goodwill. The remaining partner shall be allowed to

20 raise the entire amount of capital required and continue to operate the business.”
21
15. Anvari’s failure to make the approximate $1,100 per month capital contribution to pay
22
his share of the debt on the Placerville lot, has resulted in his exclusion from the CEBP. On February
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25, 2008, Ameri Oil sent a letter to Anvari notifying him of the exclusion. Prior to notifying Anvari of
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25 the exclusion, Ameri Oil sent a letter demanding that he make the necessary capital contributions, but

26 Anvari failed to make any contribution.

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FIRST CAUSE OF ACTION
28 {Partnership Dissolution and Accounting}
Against all Cross-Defendants
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4 CROSS- COMPLAINT FOR PARTNERSHIP DISSOLUTION AND ACCOUNTING, BREACH OF
CONTRACT, BREACH OF FIDUCIARY DUTY, AND DECLARATORY RELIEF
 1
16. Cross-complainants reallege and incorporate by reference, the allegations in
2
3 paragraphs 1 to 15 contained above, as though set forth in full herein.

4 17. Cross-complainants have performed all conditions, covenants and promises required
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to be performed by them in accordance with the terms and conditions of the above-referenced
6
agreements. Based on the foregoing, Anvari has engaged in conduct relating to the partnership
7
business that makes it reasonably impracticable to carry on the business in partnership with him,
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9 and it is not otherwise reasonably practicable to carry on the partnership business in conformity with

10 the partnership agreement. Further, Cross-complainants and Anvari are no longer on speaking terms
11 and are incapable of maintaining a mutually business association. Thus, Cross-complainants are
12
entitled to dissolution of the Partnership by Court decree, pursuant to California Corporations Code
13
§ 16801(5)(B)&(C).
14
15 18. Anvari is in possession of some of the Partnership books and accounts. The amount of

16 Partnership assets and liability cannot be ascertained without an accounting of profits and losses
17 that occurred during the operation of the Partnership business.
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19. Cross-complainants have demanded an accounting, but Anvari has refused, and
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continues to refuse, to settle accounts and divide Partnership assets and liabilities with Cross-
20
21 complainants in accordance with the terms of the Agreement.

22 WHEREFORE, Cross-complainants pray for Judgement against Cross-defendants, as

23 hereinafter set forth.

24
SECOND CAUSE OF ACTION
25 {Breach of Contract}
Against All Cross-Defendants
26
20. Cross-complainants reallege and incorporate by reference, the allegations contained
27
28 in paragraphs 1 through 19 above, as though set forth in full herein.

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5 CROSS- COMPLAINT FOR PARTNERSHIP DISSOLUTION AND ACCOUNTING, BREACH OF
CONTRACT, BREACH OF FIDUCIARY DUTY, AND DECLARATORY RELIEF
 1 21. Cross-complainants have performed all conditions, covenants and promises required
2
to be performed by them in accordance with the terms and conditions of the partnership agreements.
3
Anvari has breached the agreements by failing to make capital contributions, failing to pay his share
4
of the debt of the Placerville lot, placing the real property owned by the CEBP securing that loan at
5
6 risk of foreclosure, and by commencing this action in bad faith, alleging facts Anvari knows not to

7 be true.
8 22. As a direct and approximate result of cross-defendants’ breaches, and each of theirs,
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Cross-complainants have been damaged, according to proof.
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WHEREFORE, Cross-complainants pray for Judgement against cross-defendants, as
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12 hereinafter set forth.

13 THIRD CAUSE OF ACTION

{Breach of Fiduciary Duty}
14 Against All Cross-Defendants
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23. Cross-complainants reallege and incorporate by reference, the allegations contained
16
in paragraphs 1 through 22 above, as though set forth in full herein.
17
18 24. By failing to make capital contributions, failing to pay his share of the debt of the

19 Placerville lot, placing the real property owned by the CEBP securing that loan at risk of

20 foreclosure, and by commencing this action in bad faith, alleging facts Anvari knows not to be true,
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Anvari has breached the duty of care owed to Ameri Oil and Mehrabi and to the partnerships,
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pursuant to Corporations Code Sections 16404, and pursuant to the terms of the partnership
23
agreements.
24
25 25. As a proximate result of cross-defendants’ breach of their duty of care to the

26 partnerships and to Cross-complainants, Cross-complainants have suffered damage in a sum

27
according to proof.
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26. In doing the acts here alleged, cross-defendants acted willfully, with oppression, in
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6 CROSS- COMPLAINT FOR PARTNERSHIP DISSOLUTION AND ACCOUNTING, BREACH OF
CONTRACT, BREACH OF FIDUCIARY DUTY, AND DECLARATORY RELIEF
 1 conscious disregard for the rights of Cross-complainants, and said conduct is despicable, causing
2
Cross-complainants to be entitled to an award for punitive damages.
3
WHEREFORE, Cross-complainants pray for Judgement against cross-defendants, as
4
hereinafter set forth.
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6 FOURTH CAUSE OF ACTION
{Declaratory Relief}
7 Against All Cross-Defendants
8 27. Cross-complainants incorporate the allegations contained in paragraphs 1 to 26
9
above, as if set forth in full herein.
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28. An actual controversy has arisen and now exists between Cross-complainants and
11
12 Anvari concerning their respective rights regarding the CEBP. Cross-complainants contend that

13 Anvari, by failing to contribute sufficient capital to pay his share of the loan on the Placerville lot,
14 Anvari has been excluded from the partnership. Cross-complainants are informed and believe that
15
Anvari disputes this contention.
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29. Cross-complainants desire a judicial determination of their rights and duties and a
17
18 declaration that Anvari has been excluded from the CEBP and divested of any further rights in the

19 CEBP.

20 30. Such a declaration is necessary and appropriate at this time so that Cross-
21
complainants may ascertain their rights and duties under the CEBP.
22
WHEREFORE, Cross-complainants pray for Judgement against cross-defendants, and each
23
of them, as follows:
24
25 For First Cause of Action:

26 1. For an Order of Court that the Partnership be dissolved;

27
2. For an accounting of Partnership funds for the duration of the Partnership;
28
3. That the account be settled between Cross-complainants and cross-defendants, and
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7 CROSS- COMPLAINT FOR PARTNERSHIP DISSOLUTION AND ACCOUNTING, BREACH OF
CONTRACT, BREACH OF FIDUCIARY DUTY, AND DECLARATORY RELIEF
 1 that Cross-complainants have Judgment against cross-defendants for whatever sums
2
may be found due and owing to Cross-complainants under the accounting;
3
4. For reasonable attorney’s fees;
4
5. For costs of the suit herein incurred; and
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6 6. For such other and further relief as the Court may deem proper.

7 For Second Cause of Action:

8
1. For damages, according to proof;
9
2. For interest at the legal rate of interest from and after the date of the breach, to the
10
date of entry of Judgement;
11
12 3. For reasonable attorney’s fees;

13 4. For costs of the suit incurred herein;

14 5. For such other and further relief as the Court may deem proper.
15
For Third Cause of Action:
16
1. For damages, according to proof;
17
18 2. For punitive damages, according to proof;

19 3. For interest at 10% per annum from and after the date of the breach, to the date of
20 entry of Judgement;
21
4. For reasonable attorney’s fees;
22
5. For costs of the suit incurred herein; and
23
24 6. For such and other further relief as the Court deems proper.

25 For Fourth Cause of Action:

26 1. For a declaration that Anvari has been excluded from the CEBP and divested of any
27
further rights in that partnership;
28
2. For reasonable attorneys fees, according to proof;
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8 CROSS- COMPLAINT FOR PARTNERSHIP DISSOLUTION AND ACCOUNTING, BREACH OF
CONTRACT, BREACH OF FIDUCIARY DUTY, AND DECLARATORY RELIEF
 1 3. For costs of suit herein incurred; and
2
///
3
4. For such other and further relief as the court may deem proper.
4
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6 Dated: April __, 2009 ROBERT I. LEVY, ATTORNEY AT LAW
A PROFESSIONAL CORPORATION
7
8 By
9 ROBERT I. LEVY
Attorneys for Cross-complaints
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9 CROSS- COMPLAINT FOR PARTNERSHIP DISSOLUTION AND ACCOUNTING, BREACH OF
CONTRACT, BREACH OF FIDUCIARY DUTY, AND DECLARATORY RELIEF