FILED: NEW YORK COUNTY CLERK 06/21/2016 01:54 PM INDEX NO. 653281/2016 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/21/2016 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK -------------------------------X Index No. Date Purchased: KLEINBERG, KAPLAN, WOLFF & COHEN, P.C., - against- Plaintiff, ANTHONY J. SERUGA, PROSPECTOR CAPITAL PARTNERS, INC. (f/k/a TRUMP YOUR COMPETITION, INC.), Defendants. -------------------------------X To the above named Defendant Plaintiff designates New York County as the place of trial. The basis of the venue is plaintiffs principal place of business, the parties' contract and defendants' office. ~ummons Plaintiffresides at 551 Fifth Avenue, 18 1 h Floor New York, New York 10176 County ofnew York ~ou are berehp summoneb to answer the complaint in this action and to serve a copy of your answer, or, if the complaint is not served with this summons, to serve a notice of appearance on the Plaintiffs attorneys within 20 days after the service of this summons, exclusive of the day of service (or within 30 days after the service is complete if this summons is not personally delivered to you within the State of New York); and in case of your failure to appear or answer, judgment will be taken against you by default for the relief demanded in the summons or complaint. Dated: New York, New York June 21,2016 Defendants' addresses: Prospector Capital Partners, Inc. (f/kla Trump Your Competition, Inc.) 30 Wall Street, 8 111 Floor New York, New York 10005 and 297 Kingsbury Grade Road Suite 1136 MB4470 Lake Tahoe, Nevada 89449-4470 ::El~&L?HEN,P.C. David M. Schechter 551 Fifth Avenue, 18th Floor New York, New York 10176 Telephone: (212) 986-6000 Facsimile: (212) 986-8866 Attorneys for Plaintiff and Anthony J. Seruga 9968 Banyan Street Rancho Cucamonga, California 91737 and 220 Newport Center Drive, Suite 11-361 Newport Beach, California 92660 NWOLFF\311259.1-06/21116 1 of 10
SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK ----------------------- ---------- -------- X KLEINBERG, KAPLAN, WOLFF & COHEN, P.C., against Plaintiff, Index No. /2016 ANTHONY J. SERUGA, PROSPECTOR CAPITAL PARTNERS, INC. (f/k/a TRUMP YOUR COMPETITION, INC.), VERIFIED COMPLAINT Defendants. ----------------------------------------- X Kleinberg, Kaplan, Wolff & Cohen, P.C. ("KKW&C"), as and for its Verified Complaint alleges as follows: The Parties 1. KKW &C is a corporation organized and existing under the laws of the State of New York with its principal office at 551 Fifth Avenue, 18th Floor, New York, New York 10176. 2. According to his Linkedin public profile, defendant Anthony J. Seruga ("Serguga") claims to be an expert in raising capital and fund structure, bridge loans, private commercial lending, mezzanine debts and claims that his company, Prospector Capital Partners, Inc. ("Prospector Capital") is a commercial real estate advisory boutique that focuses on placing capital from prominent institutional investors into commercial real estate investments. A true copy of Seruga's Linkedln reference is annexed hereto as Exhibit A. Annexed hereto as Exhibit B, is a screen print of the defendant Prospector Capital's website which again shows the supposed office as 30 Wall Street, 8 1 h Floor, Manhattan, New York. Upon information and belief, this 30 Wall Street, 8 1 h Floor, Manhattan, New York address listed by Seruga and his company is the same "virtual office" as advertised to the public in Exhibit C annexed hereto. In all of his email communications with NWOLFF\311261.1-06/21/16 2 of 10
plaintiff, including his repeated promises to pay in full the outstanding invoices described more particularly herein, Seruga signed the emails as follows (see, e.g., the emails in Exhibit L below): 3. Upon information and belief, defendant Prospector Capital is a corporation organized by Seruga under the laws of Nevada claiming to have offices at 297 Kingsbury Grade Road, Suite 1136 MB4470, Lake Tahoe, Nevada 89449-4470 and 30 Wall Street, 8 th Floor, New York, New York 10005. The Contract and Performance 4. By letter dated November 4, 2015 (the Retainer Agreement ), Seruga and Prospector Capital retained and specifically requested that KKW&C render legal services. A copy of the Retainer Agreement is attached as Exhibit D. 5. The Retainer Agreement specifically provided that payment was due within ten days of receipt of KKW&C s monthly statements and provided that all outstanding balances would be subject to a 1% per month late fee charge. 6. By execution of the Retainer Agreement, Seruga and Prospector Capital contract with KKW&C to have KKW&C render legal services on their behalf and expressly consented to jurisdiction in the City, County and State of New York. NWOLFF\311261.1-06/21/16 2 3 of 10
7. Upon information and belief, Seruga exercised complete domination and control over Prospector Capital, which primarily transacted Seruga s business; abused the privilege of doing business in the corporate form; inadequately capitalized Prospector Capital and rendered it unable to pay its corporate obligations; failed to adhere to corporate formalities; and commingled assets and used corporate funds for his personal benefit, all in order to perpetrate wrongful and/or unjust acts against both KKW&C so as to intentionally render Prospector Capital unable to satisfy its obligations to KKW&C. Seruga thereby improperly utilized Prospector Capital as his alter ego in an attempt to shield himself from personal liability. KKW&C s Performance of Legal Services, and Incurring Disbursements, on Behalf of Prospector Capital and Seruga s Repeated Promises of Payment in Full 8. Between November 2, 2015 and May 26, 2016, at the request of defendants, KKW&C performed certain legal services and incurred disbursements totaling $75,728.12, of which $13,000 was paid, leaving a balance of $62,728.12 as set forth in the invoices and diary entry bills more particularly set forth below. 9. In connection with its representation of defendants, KKW&C performed, without objection, work, labor and services and incurred disbursements, for and on behalf of defendant Prospector Capital as more particularly set forth below and as summarized in the following Statement of Account: STATEMENT OF ACCOUNT Bill number 37934 Date 01/15/16 $11,815.98 Bill number 38780 Date 02/10/16 17,730.97 Bill number 39562 Date 03/10/16 9,982.68 Bill number 40679 Date 04/12/16 21,229.00 Bill number 41617 Date 05/13/16 1,036.59 Bill number 42546 Date 06/15/16 932.90 TOTAL $62,728.12 NWOLFF\311261.1-06/21/16 3 4 of 10
10. On January 15, 2016, KKW&C submitted an invoice to Prospector Capital in the amount of $11,815.98 on account of fees and disbursements incurred for services rendered from November 2, 2015 through December 29,2015. A copy ofkkw&c's invoice is annexed hereto as Exhibit E and incorporated herein by reference. 11. On February 10, 2016, KKW&C submitted an invoice to Prospector Capital in the amount of $17,730.97 on account of fees and disbursements incurred for services rendered from January 4, 2016 through January 28, 2016. A copy of KKW&C's invoice is annexed hereto as Exhibit F and incorporated herein by reference. 12. On March 10, 2016, KKW&C submitted an invoice to Prospector Capital in the amount of $9,982.68 on account of fees and disbursements incurred for services rendered from February 1, 2016 through February 29, 2016. A copy of KKW&C's invoice is annexed hereto as Exhibit G and incorporated herein by reference. 13. On April 12, 2016, KKW &C submitted an invoice to Prospector Capital in the amount of $21,229.00 on account of fees and disbursements incurred for services rendered from March 1, 2016 through March 24, 2016. A copy of KKW&C's invoice is annexed hereto as Exhibit Hand incorporated herein by reference. 14. On May 13, 2016, KKW&C submitted an invoice to Prospector Capital in the amount of $1,036.59 on account of previously unbilled disbursements incurred. A copy of KKW&C's invoice is annexed hereto as Exhibit I and incorporated herein by reference. 15. On June 14, 2016, KKW&C submitted an invoice to Prospector Capital in the amount of $932.90 on account of fees and disbursements incurred for services rendered from May 24, 2016 through May 26, 2016. A copy of KKW&C's invoice is annexed hereto as Exhibit J and incorporated herein by reference. NWOLFF\311261.1-06/21116 4 5 of 10
16. To date, Prospector Capital has failed to pay KKW &C on those invoices, despite demand duly made. Accordingly, there is an outstanding unpaid balance owed to KKW&C by Prospector Capital in the amount of $62,728.12. See the Statement of Account dated June 14, 2016 annexed hereto as Exhibit K and incorporated herein by reference. 17. As set forth in the attached email chains and exchanges collectively annexed hereto as Exhibit L, defendant Seruga repeatedly promised to make payment in full on the open invoices, including claims that defendant would be wiring funds. AS AND FOR A FIRST CAUSE OF ACTION AGAINST DEFENDANT SERUGA (Alter Ego) 18. KKW &C repeats and realleges the allegations set forth in paragraphs 1 through 17 above as if more fully set forth herein. 19. Upon information and belief, Seruga exercised complete domination and control over Prospector Capital, which primarily transacted Seruga's business rather than its own; abused the privilege of doing business in the corporate form; inadequately capitalized Prospetor Capital and rendered it unable to pay its corporate obligations; failed to adhere to corporate formalities; and commingled assets and used corporate funds for his personal benefit, all in order to perpetrate wrongful and/or unjust acts against both KKW &C so as to intentionally render Prospector Capital unable to satisfy its obligations to KKW &C. Seruga thereby improperly utilized Prospector Capital as his alter ego in an attempt to shield himself from personal liability. 20. By reason of the foregoing, KKW &C has been damaged and is entitled to recover compensatory damages from Seruga in the amount of$62,728.12. NWOLFF\311261.1-06/21/16 5 6 of 10
21. In addition, because Seruga' s actions were willful, wanton, and gross, and upon information and belief, Seruga has a history of obtaining services and money by false pretenses, a history of legal proceedings against him, and therefore to deter future wrongful conduct by Seruga, punitive damages also should be assessed against him in an amount to be determined at trial. AS AND FOR A SECOND CAUSE OF ACTION AGAINST PROSPECTOR CAPITAL (Breach of Cont~act) 22. KKW &C repeats and realleges the allegations set forth in paragraphs 1 through 17 above as if more fully set forth herein. 23. By reason of the foregoing, defendant Prospector Capital is liable to KK W &C for $62,728.12, plus interest from May 27,2016. AS AND FOR A THIRD CAUSE OF ACTION AGAINST PROSPECTOR CAPITAL (Account Stated) 24. KKW&C repeats and realleges the allegations set forth in paragraphs 1 through 17 above as if more fully set forth herein. 25. The invoices referred to above in paragraphs 10-15 and incorporated herein by reference were submitted to, received by and accepted by Prospector Capital without raising any objection thereto. 26. The above-referenced mvmces, incorporated by reference herein, represents on account stated by KKW &C. NWOLFF\311261.1-06/21 / 16 6 7 of 10
27. Prospector Capital has failed and neglected to pay KKW&C on said accounts for its services and for the disbursements incurred, despite due demand for payment. 28. By reason of the foregoing, Prospector Capital is indebted to plaintiff in the total amount of $62,728.12, plus interest, from the date of each invoice. AS AND FOR A FOURTH CAUSE OF ACTION AGAINST PROSPECTOR CAPITAL forth herein. (Quantum Meruit) 29. KKW &C repeats and realleges paragraphs 1 through 17 above as if more fully set 30. KKW &C provided legal services to Prospector Capital and incurred out-of-pocket expenses in connection therewith for the time periods indicated on the invoices. Prospector Capital accepted and benefited from such legal services, with full knowledge that said services were being performed by KKW &C on behalf of Prospector Capital and that KKW &C expected full payment. 31. The services performed by KKW &C, including disbursements, had a reasonable value of $62,728.12. Prospector Capital has paid no portion of the value of KKW &C's services and the disbursements incurred on his behalf. 32. By reason of the foregoing, Prospector Capital is indebted to plaintiff in the total amount of$62,728.12, plus interest. WHEREFORE, KKW &C demands judgment as follows: A. As to the First Cause of Action against defendant Seruga, judgment in favor of KKW&C and against Seruga in the amount of $62,728.12, plus punitive damages to be awarded in such amount as the Court deems just and proper; and NWOLFF\311261.1-06/21/16 7 8 of 10
B. As to the Second Cause of Action against Prospector Capital, judgment in favor of KKW &C and against Prospector Capital in the amount of $62,728.12, plus interest thereon; and C. As to the Third Cause of Action against Prospector Capital, judgment in favor of KKW&C and against Prospector Capital in the amount of$62,728.12, plus interest thereon; and D. As to the Fourth Cause of Action against Prospector Capital, judgment in favor of KKW&C and against Prospector Capital in the amount of$62,728.12, plus interest thereon; and E. Punitive damages to deter Seruga from similar misconduct, together with the costs and disbursements of this action, and such other and further relief as this Court deems just, proper and equitable. Dated: New York, New York June 21, 2016 KLEINBERG, KAPLAN, WOLFF By: Y n/c 4/P // 551 Fifth Avenue, 18th Floor New York, New York 10176 Telephone: (212) 986-6000 Facsimile: (212) 986-8866 Attorneys for Plaintiff COHEN, P.C. 1...:... David M. Schechter NWOLFF\311261.1-06/21116 8 9 of 10
VERIFICATION STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) NORRIS D. WOLFF, being duly sworn, deposes and says: I am an authorized officer of plaintiff Kleinberg, Kaplan, Wolff & Cohen, P.C. in this action. I have read the foregoing Verified Complaint and the contents thereof. The Verified Complaint is true to the best of my knowledge, except as to matt Sworn to before me this &/.st day of June, 2016. ~~~h~ No ry 1c MARY EllEN EDGERTON Notary Public, State of New York No. 01 ED6313725 Qualified in New York County Commission Expires 10/27/20".//J NWOLFF\311261.1-06/21/16 10 of 10