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________________________________________________________________________________1 CROSS- COMPLAINT FOR PARTNERSHIP DISSOLUTION AND ACCOUNTING, BREACH OF

CONTRACT, BREACH OF FIDUCIARY DUTY, AND DECLARATORY RELIEF

ROBERT I. LEVY (State Bar No.200648)ROBERT I. LEVY, ATTORNEY AT LAWA PROFESSIONAL CORPORATION610 16 Street, Suite 516th

Oakland, CA 94612Tel.: (510) 465-0025Fax: (510) 465-0031

Attorneys for Cross-complainants,Ameri Oil Company, Inc. and Karim Mehrabi

SUPERIOR COURT OF CALIFORNIA, COUNTY OF SANTA CLARA,

UNLIMITED JURISDICTION

ALI ANVARI,

Plaintiff,

v.

AMERI OIL COMPANY, INC., a CaliforniaCorporation, AZAD AMIRI, and KARIMMEHRABI, and DOES 1 through 50, inclusive,

Defendants._______________________________________/ AMERI OIL COMPANY, INC., A CaliforniaCorporation, and KARIM MEHRABI,

Cross-complainants,

v.

ALI ANVARI; and ROES 1 through 50, inclusive,

Cross-defendants._______________________________________/

Case No.: 108CV129341

CROSS-COMPLAINT FORPARTNERSHIP DISSOLUTION ANDACCOUNTING, BREACH OFCONTRACT, BREACH OF FIDUCIARYDUTY, AND DECLARATORY RELIEF________________________________________

GENERAL ALLEGATIONS

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

Corporation, formed and existing under the laws of the State of California.

2. Cross-Complainant, KARIM MEHRABI (hereinafter “Mehrabi”), at all times herein

mentioned, was and is an individual who resides and resided in Santa Clara County, the State of

California (hereinafter Ameri Oil and Mehrabi shall be sometimes hereinafter collectively referred to

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as “Cross-Complainants”).

3. Cross-complainants are is informed and believe and thereon allege that Cross-defendant,

ALI ANVARI is an individual, and at all times herein mentioned is and was a resident of the County

of Contra Costa, State of California.

4. Cross-complainants are ignorant of the true names and capacities, whether individual,

corporate, associate, or otherwise, of cross-defendants sued herein as ROES 1 through 50, inclusive,

and, therefore, sue these cross-defendants by such fictitious names. Cross-complainants will amend

this cross-complaint to allege their true names and capacities when ascertained. Cross-complainants

are informed and believe and thereon allege that each of these fictitiously named cross-defendants is

responsible in some manner for the occurrences herein alleged, and that Cross-complainants’ damages,

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

5. At all times herein mentioned cross-defendants, ROES 10 through 50, inclusive, were

the agents, servants, and employees of their co-cross-defendants, and in doing the things alleged below

were acting in the scope of their authority as such agents, servants, and employees, and with the

permission and consent of their co-cross-defendants.

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

and Ameri Oil entered into a partnership agreement at Concord, Contra Costa County, California, for

the purpose of entering a second partnership agreement with Mehrabi for the purpose of purchasing the

real property and improvements located at 175 West Capitol Expressway, San Jose, CA and operating

a gasoline service station thereon. The Agreement between Anvari and Ameri Oil was a written

partnership agreement, which is attached hereto as Exhibit “A” and incorporated herein by reference.

Said partnership was known as and shall hereinafter to be referred to as the “Anvari-Ameri Oil

Partnership.” Pursuant to the Anvari-Ameri Oil Partnership Agreement, on or about January 1, 1995,

Anvari and Ameri Oil entered a second partnership agreement with Mehrabi, at San Jose, Santa Clara

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County, California, for the purpose of conducting the general business of operating a service station

located at 175 West Capitol Expressway, San Jose, CA and to purchase the real property at the same

location. That agreement was a written partnership agreement, which is attached hereto as Exhibit “B”

and incorporated herein by reference. Said partnership was known as the “Capital Expressway Beacon

Partnership (hereinafter “CEBP”).

7. Under the terms of the partnership agreement for the Anvari-Ameri Oil Partnership,

Anvari and Ameri Oil were each fifty percent (50%) owners of the profits of that partnership.

8. Pursuant to the terms of the agreement for the CEBP, both Mehrabi and the Anvari-

Ameri Oil Partnership, were entitled to fifty percent (50%) of the profits of the partnership. Further,

pursuant to the agreement for the CEBP, the partnership purchased the subject real property, and has

owned that property uninterrupted ever since.

9. Section XXI of the CEBP Agreement provides that “Should legal action be required to

enforce any of the provisions of this Agreement, the prevailing party shall be entitled to recover

reasonable attorney’s fees incurred in enforcing the Agreement.”

10. At no point in time, has any of the partners in the CEBP conveyed or otherwise

transferred their partnership interest.

11. The same principal partners that are the partners under the CEBP agreement, are also

partners to a partnership agreement known as the Placerville Beacon Partnership, which purchased a

vacant lot of land in Placerville, California. The loan to purchase that lot was secured by the real

property owned by the CEBP located at 175 West Capitol Expressway, San Jose, CA. Because that lot

did not produce any income, and because the interest of the partners in the Placerville Beacon

Partnership was aligned with the partners’ interests in the CEBP, the CEBP paid the loan on the vacant

lot.

12. Thereafter, Ameri Oil sold its interest in the Placerville lot to the two (2) remaining

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partners, Ali Anvari and Karim Mehrabi. Because the partnership interests and the partners in CEBP

were no longer aligned with the partnership interest and the partners in the Placerville Beacon

partnership, it no longer made any sense for the CEBP to pay the debt on the Placerville lot. Those debts

needed to be paid by the individual partners or the Placerville Beacon partnership. That did not occur.

To preserve the Capitol Expressway real property and to keep it out of foreclosure, Ameri Oil advanced

payments on the Placerville vacant lot for Anvari.

13. The profits of Ali Anvari from the CEBP were insufficient to pay his portion of the loan

on the Placerville lot. After paying the loan on the Placerville lot, there was a deficiency from Anvari’s

profits from the CEBP in the amount of approximately $1,100 per month. Nonetheless Ameri Oil did

advance payments for him. That deficiency was paid from Ameri Oil’s share of the profits from CEBP,

thereby depleting Anvari’s capital account in the CEBP.

14. Section VI of the partnership agreement for the CEBP, provides that if the partnership

requires further capital contribution by the partners, it shall be contributed in accordance with their

ownership interest in the partnership, and failure to so contribute capital “that partner will be excluded

from the partnership. Upon such exclusion, he/it shall receive his/its share of the partnership assets plus

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

raise the entire amount of capital required and continue to operate the business.”

15. Anvari’s failure to make the approximate $1,100 per month capital contribution to pay

his share of the debt on the Placerville lot, has resulted in his exclusion from the CEBP. On February

25, 2008, Ameri Oil sent a letter to Anvari notifying him of the exclusion. Prior to notifying Anvari of

the exclusion, Ameri Oil sent a letter demanding that he make the necessary capital contributions, but

Anvari failed to make any contribution.

FIRST CAUSE OF ACTION{Partnership Dissolution and Accounting}

Against all Cross-Defendants

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16. Cross-complainants reallege and incorporate by reference, the allegations in

paragraphs 1 to 15 contained above, as though set forth in full herein.

17. Cross-complainants have performed all conditions, covenants and promises required

to be performed by them in accordance with the terms and conditions of the above-referenced

agreements. Based on the foregoing, Anvari has engaged in conduct relating to the partnership

business that makes it reasonably impracticable to carry on the business in partnership with him,

and it is not otherwise reasonably practicable to carry on the partnership business in conformity with

the partnership agreement. Further, Cross-complainants and Anvari are no longer on speaking terms

and are incapable of maintaining a mutually business association. Thus, Cross-complainants are

entitled to dissolution of the Partnership by Court decree, pursuant to California Corporations Code

§ 16801(5)(B)&(C).

18. Anvari is in possession of some of the Partnership books and accounts. The amount of

Partnership assets and liability cannot be ascertained without an accounting of profits and losses

that occurred during the operation of the Partnership business.

19. Cross-complainants have demanded an accounting, but Anvari has refused, and

continues to refuse, to settle accounts and divide Partnership assets and liabilities with Cross-

complainants in accordance with the terms of the Agreement.

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

hereinafter set forth.

SECOND CAUSE OF ACTION{Breach of Contract}

Against All Cross-Defendants

20. Cross-complainants reallege and incorporate by reference, the allegations contained

in paragraphs 1 through 19 above, as though set forth in full herein.

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21. Cross-complainants have performed all conditions, covenants and promises required

to be performed by them in accordance with the terms and conditions of the partnership agreements.

Anvari has breached the agreements by failing to make capital contributions, failing to pay his share

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

risk of foreclosure, and by commencing this action in bad faith, alleging facts Anvari knows not to

be true.

22. As a direct and approximate result of cross-defendants’ breaches, and each of theirs,

Cross-complainants have been damaged, according to proof.

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


THIRD CAUSE OF ACTION{Breach of Fiduciary Duty}


23. Cross-complainants reallege and incorporate by reference, the allegations contained

in paragraphs 1 through 22 above, as though set forth in full herein.

24. By failing to make capital contributions, failing to pay his share of the debt of the

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

foreclosure, and by commencing this action in bad faith, alleging facts Anvari knows not to be true,

Anvari has breached the duty of care owed to Ameri Oil and Mehrabi and to the partnerships,

pursuant to Corporations Code Sections 16404, and pursuant to the terms of the partnership

agreements.

25. As a proximate result of cross-defendants’ breach of their duty of care to the

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

according to proof.

26. In doing the acts here alleged, cross-defendants acted willfully, with oppression, in

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conscious disregard for the rights of Cross-complainants, and said conduct is despicable, causing

Cross-complainants to be entitled to an award for punitive damages.

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


FOURTH CAUSE OF ACTION{Declaratory Relief}


27. Cross-complainants incorporate the allegations contained in paragraphs 1 to 26

above, as if set forth in full herein.

28. An actual controversy has arisen and now exists between Cross-complainants and

Anvari concerning their respective rights regarding the CEBP. Cross-complainants contend that

Anvari, by failing to contribute sufficient capital to pay his share of the loan on the Placerville lot,

Anvari has been excluded from the partnership. Cross-complainants are informed and believe that

Anvari disputes this contention.

29. Cross-complainants desire a judicial determination of their rights and duties and a

declaration that Anvari has been excluded from the CEBP and divested of any further rights in the

CEBP.

30. Such a declaration is necessary and appropriate at this time so that Cross-

complainants may ascertain their rights and duties under the CEBP.

WHEREFORE, Cross-complainants pray for Judgement against cross-defendants, and each

of them, as follows:

For First Cause of Action:

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

2. For an accounting of Partnership funds for the duration of the Partnership;

3. That the account be settled between Cross-complainants and cross-defendants, and

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that Cross-complainants have Judgment against cross-defendants for whatever sums

may be found due and owing to Cross-complainants under the accounting;

4. For reasonable attorney’s fees;

5. For costs of the suit herein incurred; and

6. For such other and further relief as the Court may deem proper.

For Second Cause of Action:

1. For damages, according to proof;

2. For interest at the legal rate of interest from and after the date of the breach, to the

date of entry of Judgement;


4. For costs of the suit incurred herein;

5. For such other and further relief as the Court may deem proper.

For Third Cause of Action:

1. For damages, according to proof;

2. For punitive damages, according to proof;

3. For interest at 10% per annum from and after the date of the breach, to the date of

entry of Judgement;


5. For costs of the suit incurred herein; and

6. For such and other further relief as the Court deems proper.

For Fourth Cause of Action:

1. For a declaration that Anvari has been excluded from the CEBP and divested of any

further rights in that partnership;

2. For reasonable attorneys fees, according to proof;

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3. For costs of suit herein incurred; and

///

4. For such other and further relief as the court may deem proper.

Dated: April __, 2009 ROBERT I. LEVY, ATTORNEY AT LAWA PROFESSIONAL CORPORATION

By ROBERT I. LEVY

Attorneys for Cross-complaints

cross-complaint 3

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