Complaint Unlimited Fee AppliesCal. Super. - 6th Dist.March 24, 2021Rossi, Hamerslough, Reischl & Chuck 1960 The Alameda Suite 200 San Jose, CA 951264493 (408) 2614252 Fax (408) 2614292 KOOOQG 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 E-FILED 3/24/2021 4:54 PM SAMUEL A. CHUCK (SBN 155326) gLer'e‘r‘i’grcggunn Of CAMISSY M. CORNEJO (SBN 281242) p ’ ROSSI, HAMERSLOUGH, REISCHL & CHUCK County 0f Santa Clara 1960 The Alameda, Suite 200 21 CV381 121 San Jose, CA 95126-1493 Reviewed By: V. Taylor Tel: (408) 261-4252 Fax: (408) 261-4292 sam@rhrc.net missy@rhrc.net Attorneys for Plaintiff Timothy Slater SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF SANTA CLARA TIMOTHY SLATER, an individual, Case No.: 21 CV381 121 Plaintiff, COMPLAINT FOR BREACH 0F CONTRACT VS. JASON GOELZ, an individual; JANAGI ARASU AKA JANU GOELZ, an individual; Amount Demanded Exceeds $25,000.00 and DOES 1-10, inclusive, Defendants. PlaintiffTIMOTHY SLATER (hereinafter “Plaintiff’) alleges as follows: PRELIMINARY ALLEGATIONS 1. Plaintiff is the sole member and manager 0f 6500 Brem, LLC and The Stomping Ground Custom Crush, LLC, both of which entities are California Limited Liability Companies doing business in Santa Clara County, California. 2. Defendant JASON GOELZ (hereinafter “Jason” or “Defendant Jason”) is an individual Whose principal place 0f business is Santa Clara County, California. 3. Defendant JANAGI ARASU, aka JANU GOELZ (hereinafter “Janu” 0r “Defendant Janu”) is an individual whose principal place of business is in Santa Clara County, California. Defendant Jason and Defendant Janu are husband and Wife. 4. Hereinafter, Defendant Jason and Defendant Janu are referred to collectively as COMPLAINT 1 Rossi, Hamerslough, Reischl & Chuck 1960 The Alameda Suite 200 San Jose, CA 95126-1493 (408) 261 -4252 Fax (408) 261 -4292 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 the “Goelz Defendants”. The Goelz Defendants are former members 0f 6500 Brem, LLC and The Stomping Ground Custom Crush, LLC. 5. Plaintiff is ignorant of the true names and capacities, whether individual, corporate, associate, or otherwise, 0f Defendants named herein as DOES 1 through 10, inclusive, and therefore sues said Defendants by such fictitious names pursuant t0 the Code of Civil Procedure §474. Plaintiff Will pray leave 0f Court to amend this Complaint to allege their true names and capacities when the same have been ascertained. 6. Plaintiff is informed and believes, and thereon alleges, that each 0f the fictitiously named Defendants is responsible in some manner for the occurrences herein alleged and that Plaintiff” s injuries and damages were proximately caused thereby. As used herein, the word “Defendants” shall mean the named Defendants as set forth above and Defendants DOES 1 through 10, and each of them. 7. At all times mentioned herein, Defendants, and each of them, were the agents, servants, employees, 0r alter egos 0f their co-Defendants, and each 0f them, and were joint venturers with, 0r co-partners with, or sureties for their co-Defendants, and each of them, and were at all times mentioned herein acting Within the course and scope of said agency, employment, and/or other relationship. 8. In 2019, a dispute arose amongst Plaintiff and the Goelz Defendants. Plaintiff filed suit in Santa Clara County Superior Court on December 2, 2019 against, among other parties, the Goelz Defendants. The parties reached a settlement and signed a Settlement Agreement 0n December 19, 2019. The Settlement Agreement is attached hereto as Exhibit A. 9. In breach 0f Paragraph 2 of Attachment 8.1 of the Settlement Agreement, Defendant Jason and Defendant Janu failed t0 pay all mortgage payments and expenses 0f the property from and after December 19, 2019. As a result, Plaintiffwas forced t0 defend an action against 6500 Brem LLC by Heritage Bank relating t0 a guaranty and note. Defendant Jason - Who was the managing member of 6500 Brem LLC at the time - never informed Plaintiff that he was served With a Complaint, and a default was entered against 6500 Brem. Plaintiff was forced t0 incur attorney fees in negotiating With Heritage Bank, in moving t0 set COMPLAINT 2 Rossi, Hamerslough, Reischl & Chuck 1960 The Alameda Suite 200 San Jose, CA 95126-1493 (408) 261 -4252 Fax (408) 261 -4292 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 aside the default, and in assessing the impact of the writ of attachment obtained by Heritage Bank. Ultimately, Plaintiff settled With Heritage Bank but was forced t0 pay an additional $100,000 to Heritage to release claims against 6500 Brem LLC related to the Note. But for the breaches of Defendant Jason and Defendant Janu, Plaintiffwould not have been required to pay such additional amount t0 Heritage Bank. 10. In breach of Paragraph 7 of Attachment 8.1 0f the Settlement Agreement, Defendant Jason and Defendant Janu falsely represented and warranted the assets and debts 0f the LLCS. Specifically, Defendant Jason and Defendant Janu represented and warranted that three pieces 0f equipment were owned by The Stomping Ground Custom Crush LLC. These three pieces 0f equipment are subj ect t0 a lien by Direct Capital. However, Plaintiff has since discovered that Defendant Jason put these three pieces 0f equipment in his own name and/or the name 0f his own company, Silicon Valley Wine Company, Inc. Defendant Jason has since refused t0 sign over and deliver these three pieces 0f equipment t0 6500 Brem LLC despite his prior representations. Plaintiff desires t0 pay off the liens asserted by Direct Capital but is unable t0 d0 so as a result 0f Defendant Jason’s refusal to turn over ownership of the three pieces of equipment. 11. In breach 0f Paragraph 7 of Attachment 8.1 0f the Settlement Agreement, Defendant Jason and Defendant Janu falsely represented and warranted the assets and debts of the LLCS. Specifically, Defendant Jason and Defendant Janu represented that a $20,000 deposit with PG&E was a capital contribution to The Stomping Ground Custom Crush, LLC. However, unbeknownst to Plaintiff, Defendant Jason put the account and deposit in his own name instead of The Stomping Ground Custom Crush, LLC. Plaintiff is informed and believes and thereon alleges that some portion of the $20,000.00 deposit was unused and was t0 be returned to The Stomping Ground Custom Crush, LLC. However, because Defendant Jason wrongfully put the account in his own name, the remainder of the deposit was not returned t0 The Stomping Ground Custom Crush, LLC. Plaintiff is informed and believes and thereon alleges that Defendant Jason has the remainder of the deposit t0 Which The Stomping Ground Custom Crush, LLC is entitled in his possession, custody and control. COMPLAINT 3 Rossi, Hamerslough, Reischl & Chuck 1960 The Alameda Suite 200 San Jose, CA 95126-1493 (408) 261 -4252 Fax (408) 261 -4292 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 12. Under the terms 0f the Settlement Agreement, Defendants were permitted t0 buy out Plaintiff’s interest in 6500 Brem LLC and The Stomping Ground Custom Crush LLC. If they failed t0 close, however, Plaintiff could elect t0 take over membership 0f the LLCs as set forth in Paragraph 9 0f the Settlement Agreement. Defendants failed t0 close and Plaintiff elected t0 take over membership of the LLCs on May 13, 2020. 13. In breach of Paragraph 9(b) of Attachment 8.1 of the Settlement Agreement, Defendant Jason and Defendant Janu failed to immediately transfer their 50% ownership of 6500 Brem LLC and The Stomping Ground Custom Crush LLC to Plaintiff upon notice 0f his election on May 13, 2020. Plaintiffhad planned t0 pay off debts owing t0 Heritage Bank, and could have, immediately upon taking over ownership in May 2020 as provided under the terms 0f the Settlement Agreement. However, as a result of Defendant Jason and Defendant Janu’s refusal t0 turn over ownership in breach 0f the Settlement Agreement, Plaintiff was forced t0 pay over $90,000 in excess mortgage payments and excess interest from May 2020 through January 2021. Defendant Jason and Defendant Janu have also refused t0 turn over, among other things, the records, contracts, and intellectual property 0f The Stomping Ground LLC and 6500 Brem LLC despite numerous requests. Other property Withheld by Defendant Jason and Defendant Janu includes numerous checks written to The Stomping Ground Custom Crush LLC by clients and received by Defendant Jason and Defendant Janu. These funds in excess of $20,000 very clearly belonged t0 The Stomping Ground Custom Crush LLC and are being wrongfully withheld despite multiple requests by Plaintiff. 14. In breach of Paragraph 11 0f Attachment 8.1 of the Settlement Agreement, Defendant Jason and Defendant Janu failed to remove their wine (bulk and bottles) Within 30 days after Plaintiffbecame the sole owner of 6500 Brem LLC and The Stomping Ground Custom Crush LLC 0n May 13, 2020, and thereafter failed to pay rent for storage at market rate. As 0f the date 0f the filing of this Complaint, the Goelz Defendants have not paid any market rent for storage of their wine despite owing Plaintiff in excess of $1 10,000 for same. 15. Paragraph 10 of Attachment 8.1 0f the Settlement Agreement provides as follows: “If a party brings an action t0 enforce the terms 0f this agreement, the prevailing party COMPLAINT 4 Rossi, Hamerslough, Reischl & Chuck 1960 The Alameda Suite 200 San Jose, CA 95126-1493 (408) 261 -4252 Fax (408) 261 -4292 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 shall be entitled t0 those fees incurred in the enforcement 0f this Agreement.” FIRST CAUSE OF ACTION (Breach 0f Contract Against All Defendants) 16. As a result of the foregoing conduct, 0n 0r about December 20, 2019 and continuing thereafter, the Goelz Defendants breached the Settlement Agreement as follows: 17. In breach of Paragraph 2 0f Attachment 8.1 0f the Settlement Agreement, Defendant Jason and Defendant Janu failed to pay all mortgage payments and expenses 0f the property from and after December 19, 2019. As a result, Plaintiff was forced t0 defend an action against 6500 Brem LLC by Heritage Bank relating t0 a guaranty and note. Defendant Jason - Who was the managing member 0f 6500 Brem LLC at the time - never informed Plaintiff that he was served with a Complaint, and a default was entered against 6500 Brem. Plaintiff was forced to incur attorney fees in negotiating with Heritage Bank, in moving t0 set aside the default, and in assessing the impact of the writ of attachment obtained by Heritage Bank. Ultimately, Plaintiff settled With Heritage Bank but was forced t0 pay an additional $100,000 to Heritage to release claims against 6500 Brem LLC related t0 the Note. But for the breaches 0f Defendant Jason and Defendant Janu, Plaintiffwould not have been required t0 pay such additional amount to Heritage Bank. 18. In breach 0f Paragraph 7 of Attachment 8.1 0f the Settlement Agreement, Defendant Jason and Defendant Janu falsely represented and warranted the assets and debts of the LLCS. Specifically, Defendant Jason and Defendant Janu represented and warranted that three pieces of equipment were owned by The Stomping Ground Custom Crush LLC. These three pieces of equipment are subj ect t0 a lien by Direct Capital. However, Plaintiff has since discovered that Defendant Jason put these three pieces 0f equipment in his own name and/or the name 0f his own company, Silicon Valley Wine Company, Inc. Defendant Jason has since refused t0 sign over and deliver these three pieces 0f equipment t0 6500 Brem LLC despite his prior representations. Plaintiff desires to pay off the liens asserted by Direct Capital but is unable t0 d0 so as a result 0f Defendant Jason’s refusal t0 turn over ownership 0f the three pieces 0f equipment. COMPLAINT 5 Rossi, Hamerslough, Reischl & Chuck 1960 The Alameda Suite 200 San Jose, CA 95126-1493 (408) 261 -4252 Fax (408) 261 -4292 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 19. In breach 0f Paragraph 7 of Attachment 8.1 0f the Settlement Agreement, Defendant Jason and Defendant Janu falsely represented and warranted the assets and debts of the LLCs. Specifically, Defendant Jason and Defendant Janu represented that a $20,000 deposit with PG&E was a capital contribution to The Stomping Ground Custom Crush, LLC. However, unbeknownst t0 Plaintiff, Defendant Jason put the account and deposit in his own name instead 0f The Stomping Ground Custom Crush, LLC. Plaintiff is informed and believes and thereon alleges that some portion 0f the $20,000.00 deposit was unused and was t0 be returned t0 The Stomping Ground Custom Crush, LLC. However, because Defendant Jason wrongfully put the account in his own name, the remainder 0f the deposit was not returned t0 The Stomping Ground Custom Crush, LLC. Plaintiff is informed and believes and thereon alleges that Defendant Jason has the remainder 0f the deposit t0 Which The Stomping Ground Custom Crush, LLC is entitled in his possession, custody and control. 20. In breach 0f Paragraph 9(b) 0f Attachment 8.1 of the Settlement Agreement, Defendant Jason and Defendant Janu failed t0 immediately transfer their 50% ownership 0f 6500 Brem LLC and The Stomping Ground Custom Crush LLC t0 Plaintiffupon notice 0f his election 0n May 13, 2020. Plaintiffhad planned to pay off debts owing t0 Heritage Bank, and could have, immediately upon taking over ownership in May 2020 as provided under the terms 0f the Settlement Agreement. However, as a result 0f Defendant Jason and Defendant Janu’s refusal t0 turn over ownership in breach 0f the Settlement Agreement, Plaintiff was forced to pay over $90,000 in excess mortgage payments and excess interest from May 2020 through January 2021. Defendant Jason and Defendant Janu have also refused t0 turn over, among other things, the records, contracts, and intellectual property of The Stomping Ground LLC and 6500 Brem LLC despite numerous requests. Other property withheld by Defendant Jason and Defendant Janu includes numerous checks written to The Stomping Ground Custom Crush LLC by clients and received by Defendant Jason and Defendant Janu. These funds in excess of $20,000 very clearly belonged to The Stomping Ground Custom Crush LLC and are being wrongfully Withheld despite multiple requests by Plaintiff. 21. In breach 0f Paragraph 11 0f Attachment 8.1 0f the Settlement Agreement, COMPLAINT 6 Rossi, Hamerslough, Reischl & Chuck 1960 The Alameda Suite 200 San Jose, CA 95126-1493 (408) 261 -4252 Fax (408) 261 -4292 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Defendant Jason and Defendant Janu failed t0 remove their wine (bulk and bottles) within 30 days after Plaintiffbecame the sole owner 0f 6500 Brem LLC and The Stomping Ground Custom Crush LLC on May 13, 2020, and thereafter failed to pay rent for storage at market rate. As of the date 0f the filing of this Complaint, the Goelz Defendants have not paid any market rent for storage 0f their Wine despite owing Plaintiff in excess 0f $1 10,000 for same. 22. As a direct and proximate result of the Goelz Defendants’ breach of the Settlement Agreement, Plaintiff has been damaged, and Will be damaged, and has suffered other compensatory and consequential damages, all in an amount t0 be proven at trial. 23. Paragraph 10 of Attachment 8.1 0f the Settlement Agreement, Plaintiff is entitled to recovery of reasonable attorneys’ fees. WHEREFORE, Plaintiff prays for relief against Defendants, and each 0f them, as more fully set forth below. PRAYER WHEREFORE, Plaintiff prays as follows: 1. For general damages in an amount in excess 0f the jurisdiction of this court plus interest at the legal rate; 2. For special damages in an amount according t0 proof; 3. For attorney’s fees and costs incurred herein; and 4. For such other and further relief as the court may deem just and proper. Dated: March 24. 2021 ROSSL HAMERSLOUGH. REISCHL & CHUCK BY: /s/Samuel A. Chuck SAMUEL A. CHUCK MISSY M. CORNEJO Attornevs for Plaintiff TimothV Slater S :\CL\C\C 1 9 107\PLEADINGS\COMPLAINT.Docx COMPLAINT 7 EXHIBIT “A” (7 Bum{GU (x)awnNW WM ‘3 ‘ w endaN‘J‘fi WCm1 Cw\\k.\‘\i\5 U Qohb“) Slater, Timothy "Tim", ) CASE NO. 19CV359530 ) REF. NO. 1110025062 Plaintiff(s) ) vs. ) ) STIPULATION FOR SETTLEMENT Goelz, Jason, et a1. ) ) [C.C.P. § 664.6] ) Defendant(s). ) ) This case having come before Hon. Edward A. Panelli (Ret.) for mediation at the offices ofJAMS, and the parties having conferred, it is hereby stipulated that this matter is deemed settled pursuant to the Aaumgws \flmzkfollowing terms and conditions: 1.A0300 (303V. I amok.) MG‘DO S \‘I 403M shall payto Wm. Cam Mhrm dmaxub”,om mawUh\\ compoms cwwo) m 0M \mW‘W’D plaintiff(s) ggx $\w\-Kr mg,\od\ my. and to his/her/their attorneys rackmu -\\w~a_\ 9 £3an Mbw'it. gm m > Wok Adangamma” "C‘JO‘H‘N6 Uo\\ku\\\*€\% 305°“ the total sum of $ A in full settlement and MA' ‘ ~ II . . MOO Ion made 1n A compromise of this action and in release and discharge of any and all claims and causes o this action, and in release and discharge of any and all claims and causes of action arising out o he events or incidents referred to in the pleadings in this action. 2. Plaintiff(s) agree to accept said sum in full settlement and compromise of the action and k (,1\ SLAVN \n 9w carew agree that such payment shall fully and forever discharge and release all claims and causes of 8 “Dix QM action, whether now kriown or now unknown, which plaintiff(s) has against any and all of the defendants in that action. This settlement includes an express waiver of Civil Code § 1542, which states: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." 3. Plaintiff(s) further agree to sign, acknowledge and deliver to defendants a standard form of a Release of all such claims and causes of action and to sign and deliver to defendants a standard form of Dismissal with Prejudice of the action. Prior to the entry of a Dismissal with Prejudice, the parties agree to request the court to retain jurisdiction for purposes of enforcing this Stipulation pursuant to California Civil Code of Procedure § 664.6. 4.148 . ‘__: “m” , =1 r: J! _: =__ M _. 1.: :_ .’ h” an“ E1. insurance carrier(s)) against any and all liens - = ; . on claims and other rights that may be asserted by any person again, - '- - ount paid in settlement 0f the action or against any recovery by the plaintiff(s) "il- - actio. 5. Counsel for each of the parties to this agreement represents that he/she has fully explained to his/her client(s) the legal effect of this agreement and of the Release and Dismissal with Prejudice provided for herein and that the settlement and compromise stated herein is final and conclusive forthwith, and each attorney represents that his/her c1ient(s) has freely consented to and authorized this agreement. 6. Payment ofthe stated settlement amount shall be made by $94- °~\\°¢\~$L 8 ‘\ 7. Unless otherwise stated herein, each party will bear its own attomeys' fees and court costs. 8. Other terms and conditions: %-\ Bu, c.\\m,\~ool I 3.7, W‘s mmwfi Aw nA wk», 53-h affia mlor WCNM, Wm“: g $4. mek ne‘cAm-b, \o 4\\a, \w;~\\ ‘ormgfi \ozr A&m momdu 0.5%on Ausm w loam) {a Soak Um»: Why. .{o‘n No.2 W10! BMW's“. 9. Any provisions of Evidence Code §§ 1115 - 1128 notwithstanding, this Stipulation is binding and, if 7, the parties request the court to retain jurisdiction for purposes of enforcement, may be enforced by a motion under Code of Civil Procedure § 664.6 (Pre-litigation stipulations are not subject to enforcement under § 664.6.) This Stipulation may also be enforced by any other procedure permitted by law in the applicable state or federal court. 10. This Stipulation is admissible and subject to disclosure for purposes of enforcing this settlement agreement pursuant to CCP § 664.6, or any other procedure permitted by law, and the provisions of the confidentiality agreement signed by the parties relative to this mediation are waived with respect to this Stipulation. Date: 0'- /f ”‘/Z Approved as to form: Ruben P. Ruiz Esq. L/O Ruben P. Ruiz PC %%W/ Jason Goelz Janagi Arasu, aka Janu Goelz y/V/fi/ gm Valley Wine Company, Inc. Alara Cellars LLC Approved as to form:/ Dean C. Rossi Esq. Rossi Domingue Fox LLP / #11 Banister ‘// Approved as to form: Samuel A. Chuck Esq. Rossi Hamerslough Reischl & Chuck (i \3 M Timothy Slater Aw”; Kl At closing, Jason and Janu pay Tim $1,250,000 in exchange for Tim’s 50% ownership in 6500 Brem LLC and The Stomping Grounds LLC. Jason and Janu shall assume all debts and liabilities ofthe companies including the Heritage Bank Loan secured by the Property, the corporate guaranty of $525,000 and any obligation arising out of SVWC pledge agreement attaching the $550,000 note from Brem to SVWC. Closing to occur on or before March 19, 2020. Failure to pay the purchase price at or before closing shall be a default under this agreement. . Jason and Janu to immediately pay the Heritage Bank reinstatement amount of approximately $42,000 to avoid a NOD. Failure to pay the reinstatement on or before the earlier of: December 27, 2020 or the recording of a NOD shall be a default under this agreement. Further, Jason and Janu shall timely pay all mortgage payments and expenses ofthe property from and after the date of this agreement until closing and failure to do so shall constitute a default under this agreement. . At closing, Jason and Janu to pay John Banister $150,000 in full satisfaction of any and all claim of Bannister as to work performed at 6500 Brem and any claim of ownership in the LLCs. This release does not relate to the pending litigation between Bannister, Jason and Janu as to the Lion Oaks Ranch. . Jason and Janu to immediately pay the property taxes of approximately $20,000. Failure to pay on or before December 27, 2020 shall be a default under this agreement. A|| monies used to pay the loan reinstatement and mortgage payments as well as the property taxes and related ownership expenses shall not come from the operations of the LLCs nor shall the funds be deemed a loan from the LLC and no assets or ownership ofthe LLC shall serve as collateral for said funds. Jason and Janu to provide source of funds information to confirm the foregoing. Breach of the foregoing shall be a default under this agreement. Both LLC Agreements to be amended immediately to confirm that no debts, checks, contracts, commitments, loans, notes, pledges or any other documents or agreement shall be made on behalf of either of the LLCs without the prior written consent of Tim and Jason, such consent not to be unreasonably withheld. . Jason and Janu represent and warrant that there are no other debts, notes or pledges of the LLCs except for those debts specifically identified in the schedules attached to Slater Mediation Brief and the pledge agreement from SVWC offering a $550,000. g 8. 9. 10. 11. At closing, all parties are released pursuant to Civil Code Section 1542 as to all claims. lfJason and Janu default under this agreement including failing to timely close, cure the reinstatement, pay taxes, etc., then Tim shall provide notice to Jason and Janu’s counsel Ruben Ruiz wherein Jason and Janu may cure within 5 clays. Failure to cure shall be a definitive default granting Tim the right to choice one of the following two remedies: a. Select a broker and place the real property for sale and have control over the sale process including offers and counteroffers on commercially reasonable terms and to close escrow and pay the Heritage Loan, with the parties reserving all rights as to any claims against one another arising out of the balance of the sale proceeds; or b. Jason and Janu to immediately transfer their 50% ownership of the two LLC’s to Tim and the entities shall retain all liabilities as defined by the current schedules attached to the Slater mediation brief and the $525,000 guaranty and the debt owing to Bannister (as define below); provided the LLCs entities shall not have any debt owing to Jason or Janu (or their entities) and Jason and Janu shall be solely responsible for any debt of SVWC including the debt secured the pledge agreement attaching a $550,000 note from 6500 Brem to SVWC. Brem shall not be liable for that note. Bannister’s debt shall be satisfied with payment of $150,000 or a 10% interest in the LLCs with a capital account of $150,000 and Slater capital account to include all contributions to both LLCs. Each parties waive their rights to all attorney’s fees and costs incurred in this matter as part of the release. Notwithstanding the foregoing, if a party brings an actions to enforce the terms of this agreement, the prevailing party shall be entitled to those fees incurred in the enforcement of this Agreement. Upon Closing wherein Jason and Janu become sole owner pursuant to section 1 or Tim becomes sole owner pursuant to section 9.b, the other party shall remove their wine (bulk and bottles) within 30 days after closing or thereafter pay rent for storage at market rate subject to the LLC owner’s right to terminate such tenancy. 4%;
