Case 0:17-cv UU Document 1 Entered on FLSD Docket 10/09/2017 Page 1 of 28 UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF FLORIDA

Transcription

1 Case 0:17-cv UU Document 1 Entered on FLSD Docket 10/09/2017 Page 1 of 28 YANG ZHANG, Plaintiff, UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF FLORIDA v. GA TELESIS, LLC and ABDOL MOABERY, Case No. Defendants. COMPLAINT Plaintiff, Yang Zhang ( Plaintiff or Ms. Zhang ), sues Defendants, GA TELESIS, LLC ( GA Telesis or the Company ) and ABDOL MOABERY ( Moabery ), and alleges: I. INTRODUCTION 1. This action seeks to remedy the fraudulent and flagrantly unlawful practices of GA Telesis and Moabery (collectively, Defendants ). Plaintiff has worked for GA Telesis as an executive since September 1, However, GA Telesis has steadfastly refused to pay her any compensation for her years of work, in direct violation of the Parties employment agreement and in willful violation of federal and state law. 2. In 2014, GA Telesis hired Plaintiff to act as the Managing Director of GA Innovation China ( GAIC ), a venture jointly formed by GA Telesis and Air China Limited ( Air China ). Under a contract of employment, Plaintiff was employed out of GA Telesis headquarters in this jurisdiction and was to receive a salary of $225,000 per year plus bonuses and other benefits. The Company has employed Plaintiff for over three years under the contract and has accepted the fruits of her labor. But, despite continued promises and representations, Plaintiff has never been paid a cent of her earned compensation. GA Telesis has conspired with Moabery, who is also the

2 Case 0:17-cv UU Document 1 Entered on FLSD Docket 10/09/2017 Page 2 of 28 Chairman of the Board of Directors of GAIC, to use GAIC as a means to defraud and mislead Plaintiff and ultimately refuse to compensate her. 3. As a result, Plaintiff pursues various statutory and common law claims against her employer GA Telesis, including, but not limited to, claims under the Racketeer Influenced and Corrupt Organizations Act ( RICO ), 18 U.S.C et seq.; minimum wage and overtime claims under the Fair Labor Standards Act ( FLSA ), 29 U.S.C. 206 et seq.; Florida RICO and wage and hour claims; an unfair competition claim under the Florida Deceptive and Unfair Trade Practices Act ( FDUTPA ); and, common law contract and fraud claims. 4. Plaintiff also pursues her RICO claims against Moabery, the President and CEO of GA Telesis and the Chairman of the Board of Directors of GAIC. Moabery conspired with GA Telesis to use GAIC as a corrupt enterprise to commit unlawful fraud and racketeering activity against Plaintiff. II. JURISDICTION AND VENUE 5. This Court has subject matter jurisdiction over the claims asserted in this action pursuant to 28 U.S.C. 1331, because the action arises under two federal statutes, the FLSA and RICO. The Court has supplemental jurisdiction over the state labor law, unfair competition, and common law claims pursuant to 28 U.S.C Defendant GA Telesis, LLC is subject to the personal jurisdiction of this Court as a Delaware limited liability company conducting substantial and continuous commercial activities in Florida. This case arises from the Company s wrongful conduct in Fort Lauderdale, Florida, where GA Telesis employed Plaintiff. Further, the parties contract provides for jurisdiction in this District, and GA Telesis has thus consented to personal jurisdiction. 2

3 Case 0:17-cv UU Document 1 Entered on FLSD Docket 10/09/2017 Page 3 of Defendant Abdol Moabery resides in Delray Beach, Florida, in this District and is subject to personal jurisdiction of this Court. 8. Venue is proper in this District pursuant to 28 U.S.C. 1391(b)(1) and (2). A substantial part of the events and omissions giving rise to Plaintiff s claims occurred in this district. Additionally, GA Telesis and Moabery are deemed to reside in this district under 1391(c) because they are subject to personal jurisdiction in the District and maintain their principal place of business in Fort Lauderdale, Florida. Further, Plaintiff s employment contract with GA Telesis provides for venue in this District. III. THE PARTIES 9. Plaintiff YANG ZHANG ( Plaintiff or Ms. Zhang ) resides in Beijing, China. Plaintiff began working for GA Telesis on September 1, 2014 as the Managing Director of GA Innovation China ( GAIC ), a venture jointly formed by GA Telesis, LLC and Air China Limited ( Air China ). She has also served in the position of acting General Manager of GAIC from February 2015 to the present. 10. Defendant GA TELESIS, LLC ( GA Telesis or the Company ) is a limited liability company organized under the laws of the State of Delaware with its principal place of business in Fort Lauderdale, Florida. The Company is one of the world s largest commercial aerospace firms with over $1 billion in assets. 11. Defendant ABDOL MOABERY ( Moabery, ) (collectively with GA Telesis, Defendants ) is the President and CEO of GA Telesis and the Chairman of the Board of Directors of GAIC. He is the primary orchestrator of GA Telesis scheme to defraud Plaintiff. 3

4 Case 0:17-cv UU Document 1 Entered on FLSD Docket 10/09/2017 Page 4 of 28 IV. NATURE OF THE ACTION 12. GA Telesis fraudulently induced Plaintiff to accept a position as a Managing Director of GAIC a joint venture that GA Telesis established with Air China. Moabery agreed on behalf of GA Telesis to compensate Plaintiff, knowing all the while that the Company had no intention to pay her. At the time they made these false representations, Defendants harbored a preconceived but undisclosed intent to dishonor their promises and to deny Plaintiff all compensation due to her. 13. GA Telesis and Plaintiff entered into a valid employment agreement on August 28, The agreement was memorialized in a Memorandum of Understanding ( MOU ), in which GA Telesis promised Ms. Zhang an annual base salary of $225,000 plus bonuses of up to 50% of that amount in exchange for her work as Managing Director of GAIC. The agreement also promised Ms. Zhang executive-level health and insurance benefits, among other forms of compensation. A copy of the MOU is attached herewith as Exhibit A. 14. Plaintiff has held up her end of the bargain. She has admirably fulfilled her job responsibilities as Managing Director of GAIC. She even took on a second role as acting General Manager of GAIC when the previous General Manager stepped down. Ms. Zhang has performed these key roles since September 1, GA Telesis, by contrast, has willfully disregarded Plaintiff s right to compensation under the employment agreement and under federal and state law. GA Telesis has dodged Ms. Zhang s persistent demands to be paid for the work she has performed, all the while falsely representing both orally and in writing that she would receive what she is due. Through these repeated promises, the Company extracted continued labor from Ms. Zhang while having no intention to follow through and pay her. 4

5 Case 0:17-cv UU Document 1 Entered on FLSD Docket 10/09/2017 Page 5 of GA Telesis has been unjustly enriched by this unlawful arrangement. The Company has reaped the rewards of Plaintiff s significant contributions without paying her the fair value of her labor. Indeed, GA Telesis illegal acts have supplied it with an unfair competitive advantage in the marketplace. 17. Defendants fraudulent conduct also amounts to unlawful racketeering activity. Defendants conducted (or participated in the conduct of) GAIC s affairs through numerous predicate acts of wire fraud to reap the benefits of Plaintiff s labor without compensation. 18. Plaintiff has suffered significant damages due to Defendants fraudulent actions. For over three years, she has gone unpaid for her work and has turned down other offers of employment in good faith reliance on the employment agreement that she entered into with GA Telesis. Ms. Zhang seeks to be made whole for the unjust and unlawful acts that she has suffered during her employment with GA Telesis. V. FACTUAL ALLEGATIONS A. Moabery Lured Plaintiff into Unpaid Employment with False Representations and an Employment Agreement Promising a Salaried Position 19. In or around April of 2014, Moabery, the President and CEO of GA Telesis and the Chairman of the Board of Directors of GAIC, began discussions with Plaintiff about GA Telesis employing her as the Managing Director of GAIC. 20. Moabery and Plaintiff exchanged a series of s between April 1, 2014 and July 25, 2014, in which they discussed the terms and conditions of Ms. Zhang s employment with GA Telesis. The two discussed, among other things, Ms. Zhang s position title, job responsibilities, salary, visa sponsorship, relocation to the United States, health and insurance benefits, among other forms of compensation. 21. On April 17, 2014, Moabery sent an to Plaintiff offering her an annual salary 5

6 Case 0:17-cv UU Document 1 Entered on FLSD Docket 10/09/2017 Page 6 of 28 of 1,400,000 Renminbi ( RMB ) plus up to 700,000 RMB per year in bonuses. These terms correspond to an annual salary of $225,000 plus up to $112,500 per year in bonuses, as later reflected and memorialized in the parties executed Memorandum of Understanding in August On May 20, 2014, Moabery sent an to Plaintiff in which he stated that he had drafted [her] employment letter from GA Telesis and that GA Telesis would sponsor [her] immigration visa at [the Company s] cost. He also stated that Ms. Zhang would essentially be a U.S. employee seconded to be president of GAIC. Furthermore, he stated that he was hiring [Ms. Zhang] as an executive and a leader, and expected to work with her the way [he] work[s] with all of [his] division leaders. 23. On May 22, 2014, Moabery sent an to Plaintiff in which he stated that she would have access to executive-level insurance benefits as well as a 401(k) plan. 24. On August 28, 2014, after a lengthy series of communications, Plaintiff and GA Telesis executed a Memorandum of Understanding ( MOU ) regarding Ms. Zhang s employment. This agreement stated that [Ms. Zhang] shall serve as Managing Director of GA Innovation China, on the terms and conditions, hereinafter set forth. (MOU, 1.) 25. The agreement specified that Plaintiff would be an at-will employee of GA Telesis (MOU, 3) and that the relationship would be governed by Florida law. (MOU 8.) 26. The agreement set Plaintiff s annual base salary at $225,000, with the possibility of receiving a yearly bonus up to 50% of this amount (i.e., $112,500). Ms. Zhang s first day was set to be September 1, (MOU, 3.) 27. Defendants also promised Plaintiff executive-level health and insurance benefits, among other benefits. (MOU, 4.) 6

7 Case 0:17-cv UU Document 1 Entered on FLSD Docket 10/09/2017 Page 7 of In the final paragraph of the MOU, GA Telesis noted that the Agreement remains subject to the approval of both the GAIC and GA Telesis Board of Directors. The Company shall seek approval of its Board of Directors as well as the Boards of Directors of GAIC, if applicable, within 30 days of execution of this Agreement. Nothing in this Agreement shall be binding until such approval is received in writing. (MOU, 18.) The Company has manipulated this term as an unreasonable, after-the-fact excuse to not pay Ms. Zhang, to point fingers, and to give Ms. Zhang the run around. For GA Telesis to now claim that the contract is invalid because the GAIC board failed to consent is breathtakingly cynical and disingenuous since Moabery is the Chairman of GAIC. 29. GA Telesis employed Plaintiff and put her to work as Managing Director under the contract and accepted the benefits of her labor. Defendants did not inform her that they had failed to obtain the requisite approvals, if they had indeed ever sought such approval, and did not discharge her from employment. Defendants also did not inform her that the terms of the contract were ineffective or that GA Telesis was unable, or unwilling, to pay her as it expressly promised. Instead, GA Telesis engaged her to perform services on its and GAIC s behalf under the MOU for over three years. At the same time, in reliance on her employment with GA Telesis, Ms. Zhang has passed up other opportunities for gainful employment. 30. Throughout the entire time that Plaintiff and Moabery were discussing her potential employment and negotiating her contract (i.e., from around April to August 2014), GA Telesis and its officers knew that they did not intend to pay Ms. Zhang nor fulfill any material aspect of the MOU. Instead, they planned to unlawfully and unjustly reap the rewards of her work without paying her. 7

8 Case 0:17-cv UU Document 1 Entered on FLSD Docket 10/09/2017 Page 8 of Defendants thus fraudulently induced Plaintiff into signing the employment agreement with false promises of lucrative compensation. If Ms. Zhang knew that her full-time job was to be an unpaid position, she would not have agreed to work for GA Telesis and not have forfeited her other opportunities for gainful employment. B. Defendants Employed Plaintiff and Increased her Responsibilities 31. Plaintiff started her employment with GA Telesis and stepped into her position as Managing Director of GAIC on September 1, At the end of 2014, GA Telesis invited Plaintiff to attend a management and executive-level leadership training program in the United States. GA Telesis also invited Ms. Zhang to attend GA Telesis employees-only holiday party. Ms. Zhang attended both events. Moreover, GA Telesis engaged Ms. Zhang in a series of employee training programs. 33. On February 4, 2015, Mark Atkenson, who was serving as acting General Manager of GAIC, stepped down from his position. 34. On February 5, 2015, Moabery nominated Ms. Zhang to the Board of Directors of GAIC to fill the position of acting General Manager of GAIC. 35. Plaintiff has served the dual roles of Managing Director of GAIC and acting General Manager of GAIC from February 2015 until the present. C. Defendants Evaded Plaintiff s Multiple Requests for Compensation and Repeatedly Refused to Pay Her 36. Under the terms of the contract as well as the parties relationship, GA Telesis is Plaintiff s employer and responsible for paying her compensation. Despite Ms. Zhang s successful and ongoing performance of the roles of Managing Director and acting General Manager of GAIC, GA Telesis has failed to uphold its end of the bargain. GA Telesis has steadfastly and unlawfully refused to pay Ms. Zhang a single cent for her years of dedicated service. 8

9 Case 0:17-cv UU Document 1 Entered on FLSD Docket 10/09/2017 Page 9 of On July 8, 2016, for example, Plaintiff sent an to Kevin Geissler ( Geissler ), an employee of GA Telesis accounting department, to inquire about when she would be paid. 38. Geissler responded on July 11, 2016, indicating that GA Telesis would need to be reimbursed by GAIC before Plaintiff could be paid. Despite these alleged concerns, Geissler fraudulently assured Ms. Zhang that he would get the appropriate approvals to make the payment of Ms. Zhang s salary. However, if such approvals had actually been necessary, Moabery as the Chairman of the Board of Directors of GAIC could have easily provided the necessary authorization. Upon information and belief, Defendants which intended to defraud Plaintiff from the outset never bothered. 39. Instead, Geissler sent his wire communication with the express intent of furthering Defendants scheme to extract the benefit of Plaintiff s labor without paying her. By making false representations that payment was forthcoming, Defendants sought to induce Ms. Zhang to continue working for GAIC, and thereby GA Telesis, for free. 40. Furthermore, GA Telesis which is flush with assets knew that it was responsible for paying Plaintiff s compensation regardless of whether or not it was reimbursed by GAIC. By attaching false preconditions and repeatedly assuring Ms. Zhang that they would be readily met Defendants sought to placate Ms. Zhang and keep her working at their behest. 41. Plaintiff reasonably relied on Geissler s fraudulent representations that he would get the required approvals to pay her, but his promises never came to fruition. 42. After her conversation with Geissler proved futile, Plaintiff reached out to Moabery directly on October 27, 2016 to request the payments that she was legally due. 43. Moabery similarly dodged Plaintiff s request for payment, while offering empty promises that she would eventually be compensated for her contributions. In a November 15,

10 Case 0:17-cv UU Document 1 Entered on FLSD Docket 10/09/2017 Page 10 of 28 to Ms. Zhang, Moabery stated that he recognized Ms. Zhang s need to be compensated for her time and effort with the Company. However, in similar fashion to Geissler, Moabery noted that he was unable to arrange the payment due to pretextual concerns about reimbursement and approval by the Board of Directors of GAIC. 44. Plaintiff responded to Moabery s , clarifying that she was a GA Telesis employee and had been promised specific remuneration under her employment agreement. Moabery did not respond. 45. Plaintiff sent follow-up s to Moabery on January 26, 2017, February 3, 2017, and February 7, Moabery did not respond and continues to ignore Plaintiff s requests for the compensation and benefits that she is due. 46. Defendants repeated evasions evince their intent to carry out a fraudulent scheme to reap the rewards of Plaintiff s work without compensation. D. GA Telesis is a Member of the GAIC Joint Venture and is Unjustly Enriched by Securing the Benefits of Plaintiff s Labor Without Paying Her 47. On October 18, 2012, GA Telesis and Air China formed GAIC as a 50/50 joint venture. GAIC is a limited liability company based in Beijing, China. GA Telesis has been a member of GAIC since its inception. GAIC engages in the business of disassembling aircraft parts and reselling them around the world, including in the United States. 48. GA Telesis significantly and unjustly benefited from the fact that Plaintiff worked for GAIC for over three years without compensation. 49. The Company readily accepted the benefit of Plaintiff s work, without providing any indication that she would not be paid or that she should cease performing the duties of her job. 50. GA Telesis thus fraudulently gained a competitive advantage in the marketplace, since it was able to unlawfully cut costs and it reaped the benefits of Plaintiff s unpaid labor. 10

11 Case 0:17-cv UU Document 1 Entered on FLSD Docket 10/09/2017 Page 11 of 28 E. Defendants Conducted GAIC s Affairs Through a Pattern of Racketeering Activity 51. Defendants formulated and carried out a deliberate scheme to use GAIC as a means to defraud Plaintiff. Through numerous acts of wire fraud, they fraudulently induced Ms. Zhang to enter into and remain in an unpaid employment relationship with GA Telesis as the Managing Director and General Manager of GAIC. 52. GA Telesis, as a member and part-owner of GAIC, participates in the operation and management of GAIC s affairs. Under the fraudulent contract at issue, GA Telesis promised to pay Plaintiff for her work as the Managing Director of GAIC. GA Telesis Board of Directors was also ostensibly required to approve Plaintiff s appointment as the Managing Director of GAIC. Moreover, Moabery is the President and CEO of GA Telesis and the Chairman of the Board of Directors of GAIC. 53. In his capacity as the Chairman of the Board of Directors of GAIC, Moabery acts as an officer of GAIC and participates in the operation or management of GAIC. Moabery has maintained a leadership role within GAIC from the venture s inception. Moabery s signature is required on documents approved by GAIC s Board of Directors; he participates in and has the authority to call GAIC Board meetings; and his signoff is required on GAIC Board meeting minutes. Moreover, Moabery extended the employment offer to Ms. Zhang, and he negotiated the fraudulent contract with her on behalf of GAIC and GA Telesis. Ms. Zhang, in her capacity as General Manager of GAIC, also reports to Moabery on a daily basis. 54. Defendants carried out this unlawful scheme by promising Plaintiff compensation, all the while harboring the intent to cheat her out of what she was lawfully due. Defendants carried out such racketeering activity through numerous instances of interstate mail and wire fraud. 55. The s Moabery sent to Plaintiff between April and August of 2014 were sent 11

12 Case 0:17-cv UU Document 1 Entered on FLSD Docket 10/09/2017 Page 12 of 28 with the specific intent to fraudulently induce Ms. Zhang to enter into an unpaid employment relationship with Defendant. Contrary to his express representations in his communications to Ms. Zhang on April 17, 2014, May 20, 2014, and May 22, 2014, Moabery knew that Defendants did not intend to compensate Ms. Zhang nor provide her with any of the benefits she was promised. 56. Defendants fraudulently executed the MOU on August 28, The MOU included provisions promising Plaintiff an annual salary of $225,000 plus bonuses up to 50% of that amount (i.e., $112,500). The agreement also provided that Ms. Zhang would receive executive-level health and insurance benefits. Defendants entered into this agreement with the specific intent not to compensate Plaintiff. 57. Geissler s July 11, and Moabery s November 15, both fraudulently promised Plaintiff that she would get paid what she was due. These communications furthered Defendants unlawful scheme to string Plaintiff along for as long as possible without remuneration, allowing GA Telesis to continue to reap the benefits of her unpaid labor. Indeed, Defendants racketeering activity continues to the present day, as Defendants continue to employ Plaintiff without compensation. F. Defendants Conspired to Commit Fraud 58. In order to reap maximum profits for GA Telesis and GAIC, GA Telesis and Moabery conspired to fraudulently induce Plaintiff to enter into an employment contract with GA Telesis to serve as the Managing Director of GAIC. 59. Moabery s role as the Chairman of the Board of Directors of GAIC gave him a personal stake in GAIC s financial success separate from his interest as a GA Telesis executive. Therefore, Moabery had an independent interest in GA Telesis conspiracy to defraud Plaintiff and unlawfully reap the benefits of her labor. 12

13 Case 0:17-cv UU Document 1 Entered on FLSD Docket 10/09/2017 Page 13 of GA Telesis and Moabery agreed to lure Plaintiff into employment with the empty promise of remuneration, all the while knowing that GA Telesis had no intention to pay her. 61. Moabery and agents of GA Telesis carried out several overt acts in furtherance of their conspiracy to defraud Plaintiff. As detailed above, Moabery engaged in numerous communications with Ms. Zhang in which he fraudulently misrepresented the fact that she would be paid for her labor in order to induce her to enter an employment relationship with GA Telesis. Moabery knew that Ms. Zhang s unpaid employment relationship with GA Telesis would also directly benefit GAIC, since Ms. Zhang would perform substantial work for GAIC at zero cost to either GAIC or GA Telesis. 62. Once Plaintiff began her employment with GA Telesis, both Moabery and agents of GA Telesis continued to string her along. GA Telesis officers failed to notify Ms. Zhang that the Company had no intention to pay her, and took no steps to disabuse her of the notion that she would eventually be compensated as a high-level executive. 63. Indeed, both Moabery and agents of GA Telesis, such as Geissler, affirmatively represented to Plaintiff that she would soon be paid in full. Moabery and GA Telesis agents knew that these representations were false at the time that they made them, and made such statements in direct furtherance of their unlawful conspiracy. G. Defendants Misconduct Has Harmed Plaintiff in Numerous Ways 64. As a result of Defendants misconduct, Plaintiff has not only experienced lost wages and benefits during her employment at GA Telesis, but also forfeited other potential opportunities for both gainful employment and career advancement. The consequences of Defendants fraudulent conduct have left Ms. Zhang in dire financial straits, diminished her employment prospects and reputation, and caused her significant mental and emotional distress. 13

14 Case 0:17-cv UU Document 1 Entered on FLSD Docket 10/09/2017 Page 14 of 28 VI. CAUSES OF ACTION COUNT ONE UNLAWFUL FAILURE TO PAY MINIMUM WAGE (Fair Labor Standards Act, 29 U.S.C. 206) (Against GA Telesis) 65. The allegations of paragraphs 1 through 46 are realleged and incorporated herein by reference in this count. 66. At all relevant times, GA Telesis has been and continues to be an employer engaged in interstate commerce within the meaning of the FLSA, 29. U.S.C At all relevant times, Plaintiff has been employed as an employee within the meaning of the FLSA. At all relevant times, GA Telesis has had a gross operating revenue far in excess of $500, Because GA Telesis willfully violated the FLSA by failing to pay Plaintiff, a threeyear statute of limitations applies to this violation, pursuant to 29 U.S.C GA Telesis has willfully and intentionally refused to pay Plaintiff the proper minimum hourly wage compensation in accordance with 29 U.S.C Indeed, GA Telesis has failed to pay Plaintiff any wage whatsoever. Plaintiff is not subject to any potential exemptions from the FLSA s protections. In particular, Plaintiff has not been paid on a salary basis, much less at a requisite salary level. Plaintiff has been paid nothing at all. 69. GA Telesis has not made a good faith effort to comply with the FLSA with respect to its compensation of Plaintiff. 70. As a result of GA Telesis unlawful acts, Plaintiff has been deprived of minimum wage compensation in amounts to be determined at trial, and is accordingly entitled to recovery of such amounts, liquidated (double) damages, prejudgment interest, attorneys fees, costs, and other compensation pursuant to 29 U.S.C. 216(b) as well as any other legal and equitable relief the Court deems just and proper. 14

15 Case 0:17-cv UU Document 1 Entered on FLSD Docket 10/09/2017 Page 15 of 28 COUNT TWO UNLAWFUL FAILURE TO PAY OVERTIME (Fair Labor Standards Act, 29 U.S.C. 207) (Against GA Telesis) 71. The allegations of paragraphs 1 through 46 are realleged and incorporated herein by reference in this count. 72. At all relevant times, GA Telesis has been and continues to be an employer engaged in interstate commerce within the meaning of the FLSA, 29. U.S.C At all relevant times, Plaintiff has been employed as an employee within the meaning of the FLSA. At all relevant times, GA Telesis has had a gross operating revenue far in excess of $500, Because GA Telesis willfully violated the FLSA by failing to pay Plaintiff, a threeyear statute of limitations applies to this violation, pursuant to 29 U.S.C In the course of her employment with Defendant, Plaintiff regularly worked in excess of 40 hours per week. Between September 2014 and January 2016, she worked an average of approximately 45 hours per week and sometimes more. After January 2016, she also sometimes worked more than 40 hours in a particular workweek. 75. GA Telesis has willfully and intentionally refused to pay Plaintiff overtime compensation as required by 29 U.S.C It has not paid her anything for her overtime hours, much less the time-and-a-half overtime rate required by the FLSA. Plaintiff is not subject to any potential exemptions from the FLSA s protections. In particular, Plaintiff has not been paid on a salary basis, much less at a requisite salary level. Plaintiff has been paid nothing at all. 76. GA Telesis has not made a good faith effort to comply with the FLSA with respect to its compensation of Plaintiff. 77. As a result of GA Telesis unlawful acts, Plaintiff has been deprived of overtime compensation in amounts to be determined at trial, and is accordingly entitled to recovery of such 15

16 Case 0:17-cv UU Document 1 Entered on FLSD Docket 10/09/2017 Page 16 of 28 amounts, liquidated (double) damages, prejudgment interest, attorneys fees, costs, and other compensation pursuant to 29 U.S.C. 216(b) as well as any other legal and equitable relief the Court deems just and proper. COUNT THREE VIOLATION OF FEDERAL RICO ACT (Racketeer Influenced and Corrupt Organizations Act, 18 U.S.C et seq.) (Against Both Defendants) 78. The allegations of paragraphs 1 through 27 and 51 through 64 are realleged and incorporated herein by reference in this count. 79. GAIC constitutes an enterprise within the meaning of the RICO Act, 18 U.S.C. 1962(c). It is an independent company formed as a joint venture between Air China and GA Telesis. GAIC engages in interstate or foreign commerce within the meaning by, inter alia, disassembling aircraft parts and reselling them around the world, including in the United States. 80. Defendants, each of whom participates in the operation or management of GAIC, committed interstate wire fraud through their s to Plaintiff falsely representing that she would be paid. Moabery and GA Telesis employee and agent Geissler sent these s knowing full well that no compensation would be paid, and with the unlawful intent of carrying out a fraudulent scheme to enjoy the fruits of Plaintiff s labor without paying her. 81. A pattern of racketeering exists in this case, as Defendants committed more than two predicate acts of wire fraud during a period of over two years. On at least four occasions, Defendants utilized interstate wire communications in furtherance of a specific intent to defraud Plaintiff and cheat her out of the compensation that she was lawfully due. Such fraud continues up to the present day; Defendants continue to employ Plaintiff without pay. Defendants racketeering activity is thus continuous and open-ended. 82. Defendants conspired to commit the pattern of criminal activity alleged herein by 16

17 Case 0:17-cv UU Document 1 Entered on FLSD Docket 10/09/2017 Page 17 of 28 agreeing to commit a numerous acts of wire fraud and using GAIC as a means to exploit Plaintiff s labor without compensation. Plaintiff was harmed as a direct and proximate result of Defendants racketeering activity. Plaintiff was an unwitting target of Defendants scheme to defraud her. She relied to her detriment on the misrepresentations made by Defendants and their agents in furtherance of their fraudulent scheme. Plaintiff turned down other employment offers in order to retain her position with GA Telesis. She also suffered the substantial harm of not being compensated for years of work and not receiving health and insurance benefits as Defendants promised. 83. Under 18 U.S.C. 1964, Plaintiff is entitled to remedies, including treble damages, appropriate injunctive relief, and attorneys fees and costs. COUNT FOUR UNLAWFUL FAILURE TO PAY MINIMUM WAGE (Florida Minimum Wage Act, Fla. Stat. Ann et seq.) (Against GA Telesis) 84. The allegations of paragraphs 1 through 46 are realleged and incorporated herein by reference in this count. 85. At all relevant times, Plaintiff has been an individual eligible to receive the federal minimum wage under the FLSA. Plaintiff is thus eligible to receive the state minimum wage pursuant to Fla. Const. art. X, Under the terms of the parties contract, all of Plaintiff s work for GAIC, and thereby GA Telesis, is considered work performed in Florida. 87. On September 1, 2017, Plaintiff gave notice to GA Telesis of her pre-suit intent to sue under the Minimum Wage Act as required by Fla. Stat (6)(a) GA Telesis failed to pay the total amount of unpaid wages or otherwise resolve the claim within 15 days of being provided with notice of its violation. 17

18 Case 0:17-cv UU Document 1 Entered on FLSD Docket 10/09/2017 Page 18 of Throughout the time relevant to this action, Plaintiff was entitled to a minimum wage of $7.93 per hour in 2014, $8.05 per hour in 2015 and 2016, and $8.10 per hour in Plaintiff has worked for GA Telesis from September 1, 2014 until the present and for approximately 45 hours per week from September 2014 to January 2016, 40 hours per week from February 2016 to October 2016, 36 hours per week from November 2016 to December 2016, and 30 hours per week from January 2017 until the present. To date, GA Telesis has enjoyed without cost the benefits of approximately 6,054 hours of Plaintiff s work. The total amount of unpaid wages that Plaintiff is due through the date notice was given to GA Telesis is $48, As a result of GA Telesis unlawful acts, Plaintiff has been deprived of minimum wage compensation in amounts to be determined at trial, and is accordingly entitled to recovery of such amounts, liquidated (double) damages, prejudgment interest, attorneys fees, costs, and other compensation pursuant to Fla. Const. art. X, 24(e) as well as any other legal and equitable relief the Court deems just and proper. COUNT FIVE FAILURE TO PAY CASH WAGES UPON DEMAND (Fla. Stat. Ann ) (Against GA Telesis) 90. The allegations of paragraphs 1 through 46 are realleged and incorporated herein by reference in this count. 91. As set forth above, GA Telesis made repeated and continuous representations that it would pay Plaintiff for her labor in the amounts specified in her contract. Thus, it effectively rendered payment through an alternative device of chits, token promises, or IOUs in place of cash wages. When Plaintiff demanded that she be paid out in cash, GA Telesis refused to do so and made only further promises of deferred compensation. 18

19 Case 0:17-cv UU Document 1 Entered on FLSD Docket 10/09/2017 Page 19 of Under Fla. Stat. Ann , GA Telesis is liable for the full face value of its promissory IOUs in United States currency. Further, Plaintiff is entitled to legal interest, plus attorneys fees in the amount of 10% of GA Telesis debt to her. COUNT SIX UNFAIR COMPETITION (Florida Deceptive and Unfair Trade Practices Act, Fla. Stat. Ann et seq.) (Against GA Telesis) 93. The allegations of paragraphs 1 through 27 and 36 through 64 are realleged and incorporated herein by reference in this count. 94. GA Telesis engaged in unfair methods of competition and unconscionable acts by refusing to pay Plaintiff any compensation for the work she performed for GA Telesis and GAIC. 95. GA Telesis created a substantial unfair competitive advantage for itself in the marketplace by refusing to furnish wages to Plaintiff, as required by federal and state law. 96. This unlawful practice was substantially injurious to Plaintiff as a businesswoman. Plaintiff turned down other employment offers in order to retain her employment with GA Telesis. Plaintiff also suffered the substantial harm of not being compensated for years of work and not receiving health insurance and retirement benefits as GA Telesis promised. 97. In addition, GA Telesis conduct was harmful to its law-abiding competitors. 98. Under the Florida Deceptive and Unfair Trade Practices Act, Plaintiff is entitled to damages, declaratory and injunctive relief, and attorneys fees and costs. Fla. Stat. Ann ,

20 Case 0:17-cv UU Document 1 Entered on FLSD Docket 10/09/2017 Page 20 of 28 COUNT SEVEN VIOLATION OF FLORIDA RICO ACT (Civil Remedies for Criminal Practices Act, Fla. Stat. Ann et seq.) (Against Both Defendants) 99. The allegations of paragraphs 1 through 27 and 51 through 64 are realleged and incorporated herein by reference in this count GAIC constitutes an enterprise within the meaning of Fla. Stat. Ann & It is an independent company formed as a joint venture between Air China and GA Telesis Defendants committed interstate wire fraud through their s to Plaintiff promising her compensation. Moabery and GA Telesis employee and agent Geissler sent these s knowing full well that no compensation would be forthcoming, and with the unlawful intent of carrying out a fraudulent scheme to enjoy the fruits of Plaintiff s labor without paying her. A pattern of racketeering exists in this case as Defendants committed more than two predicate acts of wire fraud over a period of over two years. On at least four occasions, Defendants utilized interstate wire communications in furtherance of their specific intent to defraud Plaintiff and cheat her out of the compensation that she was lawfully due. Such fraud continues up to the present day; GA Telesis continues to employ Plaintiff without pay. Defendants racketeering activity is thus continuous and open-ended Defendants conspired to commit the pattern of criminal activity alleged herein by agreeing to commit a pattern of wire fraud and using GAIC as a means to exploit Zhang s labor without compensation Plaintiff was harmed as a direct and proximate result of Defendants wrongful conduct. Plaintiff was an unwitting target of Defendants scheme to defraud her. She relied to her detriment on the misrepresentations made by Defendants and their officers in furtherance of their 20

21 Case 0:17-cv UU Document 1 Entered on FLSD Docket 10/09/2017 Page 21 of 28 fraudulent scheme. Plaintiff turned down other employment offers in order to retain her employment with GA Telesis. She also suffered the substantial harm of not being compensated for years of work and not receiving health and insurance benefits as Defendants promised Under Fla. Stat. Ann , Plaintiff is entitled to treble damages and attorneys fees and costs. COUNT EIGHT BREACH OF CONTRACT (Against GA Telesis) 105. The allegations of paragraphs 1 through 46 are realleged and incorporated herein by reference in this count Plaintiff entered into a valid employment contract with GA Telesis by executing the MOU on August 28, The terms and conditions of Plaintiff s employment with GA Telesis were clearly specified in this agreement Plaintiff began working with GA Telesis on September 1, 2014, with the expectation that she would be compensated at a starting annual salary of $225,000 plus up to $112,500 per year in bonuses. (MOU, 8.) 108. Throughout the period from September 1, 2014 to the present, Plaintiff performed significant work on behalf of GAIC, and thereby for the benefit of GA Telesis. She routinely worked in excess of 40 hours per week. However, during this period, GA Telesis did not compensate Plaintiff for her services GA Telesis repeatedly assured Plaintiff that she would be fairly paid for her work. The Company s officers made both oral and written representations that Plaintiff would receive remuneration pursuant to the MOU in exchange for her labor. Plaintiff performed the work but GA Telesis withheld its share of the exchange. 21

22 Case 0:17-cv UU Document 1 Entered on FLSD Docket 10/09/2017 Page 22 of GA Telesis wrongful, intentional, and willful denial of the compensation owed to Plaintiff amounted to a material breach of its contractual obligations to her As a direct and proximate result of GA Telesis unlawful conduct, as set forth herein, Plaintiff has sustained damages, including a loss of earnings in an amount to be established at trial. Compensation at the minimum wage would be grossly insufficient to satisfy Plaintiff s contractual expectations or to discharge GA Telesis obligations to her. COUNT NINE BREACH OF THE COVENANT OF GOOD FAITH AND FAIR DEALING (Against GA Telesis) 112. The allegations of paragraphs 1 through 46 are realleged and incorporated herein by reference in this count GA Telesis breached the MOU s compensation provision. This provision, which detailed that Plaintiff would be compensated an annual base salary of $225,000 plus up to $112,500 per year in bonuses, was an express term of the contract Implicit in all contracts is a covenant of good faith and fair dealing in the course of contract performance. Encompassed within GA Telesis obligation to act in good faith were any promises which a reasonable person in Plaintiff s shoes would be justified in understanding were included. The covenant embraces a pledge that neither party shall do anything which will have the effect of destroying or injuring the right of the other party to receive the fruits of the contract. Even where a contract contemplates the exercise of discretion by one party, this pledge includes a promise not to act arbitrarily or irrationally in exercising that discretion Throughout the conduct alleged herein, GA Telesis breached the covenant of good faith and fair dealing. It was reasonable for Plaintiff to expect that she would be compensated for her work and that GA Telesis and its officers would not act unlawfully to deny her a living wage. 22

23 Case 0:17-cv UU Document 1 Entered on FLSD Docket 10/09/2017 Page 23 of 28 GA Telesis acted unfairly and in bad faith to prevent Plaintiff from receiving the fruits of the employment contract, while itself reaping the bounty of her faithful performance As a direct and proximate result of GA Telesis unlawful conduct, Plaintiff has sustained damages, including a loss of earnings in an amount to be established at trial. COUNT TEN FRAUDULENT INDUCEMENT (Against Both Defendants) 117. The allegations of paragraphs 1 through 46 are realleged and incorporated herein by reference in this count Defendants made false representations of material fact, including that Plaintiff would be compensated for her work at an annual rate of $225,000 plus up to $112,500 per year in bonuses. Defendants misrepresented Plaintiff s employment status and eligibility to receive monetary compensation as well as health and insurance benefits, among other expected benefits At the time they made these representations, Defendants knew they were false. GA Telesis never intended to pay Plaintiff for her labor and affirmatively misrepresented the facts in order to induce her to perform valuable services for GA Telesis. Defendants knowingly deceived Plaintiff to keep her working without remuneration. In fact, Defendants have not paid Plaintiff even to this day nor terminated the employment relationship. At all relevant times, Defendants harbored a preconceived but undisclosed intent not to pay Plaintiff for her work. From the outset, beginning with Moabery s initial communications with Plaintiff in April 2014, Defendants sole purpose was to cheat Plaintiff out of the fruits of her labor and to string her along with false and misleading promises and assurances Plaintiff justifiably relied on Defendants representations in continuing to perform work for GA Telesis and passing up on other potential opportunities. 23

24 Case 0:17-cv UU Document 1 Entered on FLSD Docket 10/09/2017 Page 24 of 28 COUNT ELEVEN PROMISSORY ESTOPPEL (Against GA Telesis) 121. The allegations of paragraphs 1 through 46 are realleged and incorporated herein by reference in this count Plaintiff reasonably relied to her detriment on GA Telesis general and specific promises (i) that she would be paid an annual salary of $225,000 per year plus up to $112,500 per year in bonuses and benefits and (ii) that GA Telesis would eventually make good on its promise to properly compensate Plaintiff. In reliance on these repeated representations, Plaintiff accepted employment with GA Telesis and forfeited or lost other opportunities. As a result, she has suffered loss of income, loss of career prospects, and other adverse consequences. Equity and good conscience demand that Plaintiff have recourse from GA Telesis willful and egregious conduct. COUNT TWELVE UNJUST ENRICHMENT/QUANTUM MERUIT (Against GA Telesis) 123. The allegations of paragraphs 1 through 50 are realleged and incorporated herein by reference in this count Plaintiff performed work as an employee of GA Telesis under the expectation that she would be compensated. Plaintiff performed services for GA Telesis in good faith. GA Telesis accepted those services, and Plaintiff legitimately expected to be compensated. In fact, GA Telesis deliberately created and perpetuated the expectation of compensation so that Plaintiff would accept employment with GA Telesis and perform work on its behalf Plaintiff was employed by GA Telesis, and Plaintiff s years of work directly benefitted GAIC, and thereby the Company. GA Telesis is liable for its own gain as well as for GAIC s unlawful gain as a member of the joint venture. GA Telesis participates in the operation 24

25 Case 0:17-cv UU Document 1 Entered on FLSD Docket 10/09/2017 Page 25 of 28 or management of GAIC; shares a joint proprietary interest in GAIC; and has the right to share profits and duty to share losses from GAIC. GA Telesis is thus directly liable for the value of the work that Plaintiff performed for GAIC, and thereby the Company, and for the unjust benefit created by Plaintiff s unpaid labor. Plaintiff s work for GAIC occurred within the course and scope of her employment with GA Telesis and was carried out pursuant to GA Telesis instructions for the Company s benefit Plaintiff is entitled to the reasonable value of her services. The fair market value of Plaintiff s work is accurately reflected by the compensation that she negotiated and GA Telesis promised in the MOU It would be against equity and good conscience for GA Telesis to retain the fair market value of Plaintiff s services. Under the doctrine of unjust enrichment, GA Telesis must discharge these monies to Plaintiff. COUNT THIRTEEN CIVIL CONSPIRACY (Against Both Defendants) 128. The allegations of paragraphs 1 through 27 and 36 through 64 are realleged and incorporated herein by reference in this count Defendants conspired to unlawfully defraud Plaintiff. Moabery, in his capacity as the Chairman of Board of Directors of GAIC, maintained a personal financial interest in inducing Ms. Zhang into an unpaid employment relationship. This personal stake extends beyond his interest as an agent of GA Telesis Defendants and their agents committed, and continue to commit, overt acts in furtherance of their conspiracy to defraud Plaintiff. 25

26 Case 0:17-cv UU Document 1 Entered on FLSD Docket 10/09/2017 Page 26 of GA Telesis continues to employ Plaintiff without pay. Defendants thus continue to commit overt acts in furtherance of a conspiracy to defraud Plaintiff Plaintiff was harmed as a direct and proximate result of Defendants wrongful conduct. Plaintiff was an unwitting target of Defendants conspiracy to defraud her. She relied to her detriment on the misrepresentations made by Defendants in furtherance of their fraudulent scheme. Plaintiff turned down other employment offers in order to retain her position with GA Telesis. She also suffered the substantial harm of not being compensated for years of work and not receiving health and insurance benefits as Defendants promised. VII. PRAYER FOR RELIEF WHEREFORE, Plaintiff requests the following relief: a. A declaratory judgment that the practices complained of herein are unlawful and violate the laws set forth above; b. A permanent injunction against GA Telesis and its partners, officers, owners, agents, successors, employees, representatives, and any and all persons acting in concert with them from engaging in any further unlawful practices, policies, customs, and usages set forth herein, including an order that, going forward, GA Telesis pay Plaintiff all compensation specified by the contract with specified regular pay periods; c. Nominal damages; d. Back pay, lost benefits, liquidated damages, and other damages for lost compensation and job benefits suffered by Plaintiff in accordance with proof presented at trial; 26

27 Case 0:17-cv UU Document 1 Entered on FLSD Docket 10/09/2017 Page 27 of 28 e. Compensatory damages in an amount in accordance with proof presented at trial; f. Treble damages under 18 U.S.C and Fla. Stat. Ann g. Exemplary and punitive damages in an amount commensurate with GA Telesis ability to pay and to deter future conduct; h. An award of litigation costs and expenses, including reasonable attorneys fees to the Plaintiff, including costs of the action and a reasonable attorney s fee pursuant to Fla. Stat ; i. Pre-judgment and post-judgment interest; and j. Such other and further legal and equitable relief as the Court may deem just and proper. VIII. JURY TRIAL DEMAND Pursuant to Rule 38(b) of the Federal Rules of Civil Procedure, Plaintiff demands a trial by jury on all triable questions of fact raised in this Complaint. Dated: October 9, 2017 s/brian Stack Brian J. Stack (Fla. Bar No ) STACK FERNANDEZ & HARRIS, P.A Brickell Bay Drive, Suite 2650 Miami, Florida Telephone: (305) Facsimile: (305) bstack@stackfernandez.com Kevin H. Sharp (Pro Hac Vice motion forthcoming) SANFORD HEISLER SHARP, LLP 611 Commerce Street, Suite 3100 Nashville, Tennessee Telephone: (615) Facsimile: (615) ksharp@sanfordheisler.com 27

28 Case 0:17-cv UU Document 1 Entered on FLSD Docket 10/09/2017 Page 28 of 28 Andrew Melzer (Pro Hac Vice motion forthcoming) SANFORD HEISLER SHARP, LLP 1350 Avenue of the Americas, 31st Floor New York, New York Telephone: (646) Facsimile: (646) amelzer@sanfordheisler.com Qiaojing Zheng (Pro Hac Vice motion forthcoming) SANFORD HEISLER SHARP, LLP 111 Sutter Street, Suite 975 San Francisco, California Telephone: (415) Facsimile: (415) qzheng@sanfordheisler.com Attorneys for Plaintiff Yang Zhang 28