Declaration In SupportCal. Super. - 6th Dist.March 29, 2021PARKER LAW GROUP vcn‘cnm CA 95d ‘4 43-) 5:: mfg x 2.):‘10. ?.hn‘ 5 \OWQQ 10 11 12 13 14 15 16 ‘31 17 18 19 20 21 22 23 24 25 26 27 28 21 CV38141 8 Santa Clara - Civil Port J. Parker, SBN 179256 E'ec"°"i,°a"y Fi'ed Myles G. Taylor, SBN 298687 by SUPemr CW” °f CA, Kaitlyn M. Bigoni, SBN 308455 C°unty 0f Santa C'ara’ PARKER LAW GROUPATTORNEYS 0" 3/30/2021 4:47 PM A Professional Corporation ReV'ewed By: Y- Chavez 555 Capitol Man, Suite 1230 Case #21CV381418 Sacramento, CA 95814 Envelope: 7170211 Telephone: (916) 996-0400 Facsimile: (916) 668-5760 myles@parlawgroup.com kaitl n l arlaw rou .com Attorneys for BRYAN CARRERA SUPERIOR COURT OF CALIFORNIA IN AND FOR THE COUNTY OF SANTA CLARA BRYAN CARRERA, directly and derivatively Case No. 21CV38141 8 on behalfofAXON DESIGN, INC., DECLARATION OF MYLES G. TAYLOR Plaintiff, IN SUPPORT 0F MOTION TO DEEM v. SPECIFIED REQUESTS ADMITTED JOHN NOORI, an individual; AXON DESIGN INC., a California Corporation dba NTERRA GROUP; and DOES 1 through 50, inclusive, Defendants, and AXON DESIGN, INC., as a Nominal Complaint Filed: March 29, 2021 Defendant as to derivate claims I, Myles G. Taylor, declare as follows: 1. I am an attorney admitted to practice law before all 0f the courts of the State of California and am an attorney with Parker Law Group, attorneys of record for Plaintiff Bryan Carrera in this action. I make this declaration from my own personal knowledge, and from my review of my firm’s files and records on this action. l am familiar with the filing and recordkeeping practices ofmy firm. All documents referred to in this declaration were kept and made in the ordinary course of [DECLARATION OF MYLES G. TAYLOR [N SUPPORT OF MOTION TO DEEM SPECIFIED REQUESTS ADMITTED Y. Chavez PARKER LAW GROUP 233 Souomemc CA 93514 5b:Capu: .‘xa hue A \IONUI 10 11 12 13 14 15 l6 l7 18 19 20 21 22 23 24 25 26 27 28 business by trusted members of this firm at 0r soon after the dates of the underlying events. If called as a witness, I could and would competently testify t0 the facts stated in this declaration. 2. On March 29, 2021, Plaintiff Bryan Carrera (“Plaintiff Carrera”) filed this case for derivative claims against Defendant John Noori (“Defendant Noori”) on behalf ofAxon Design, Inc., as well as direct claims for unpaid wages and related violations of the Labor Code and Corporations Code. (Attached as Exhibit A is a copy of the Complaint on file in this action.) Defendant Noori received service of the Complaint on May 18, 2021. 3. On July 2, 2021, Plaintiff served discovery, including Request for Admissions Set One on Defendant Noori. Defendant’s discovery responses were due on August 6, 2021. (Attached as Exhibit B is a copy of the Requests for Admissions.) 4. On July 27, 2021, as part of Defendant Noori and me addressing both responsive pleading and potential settlement, Defendant Noori indicated “...I received your discovery requests including the admissions laundry list during the week ...” (Attached as Exhibit C is a copy of this email.) Defendant did not request an extension of time to provide responses. 5. On August 9, 2021, I sent a message to Defendant Noori about the overdue discovery responses. ...” (Attached as Exhibit D is a copy ofthis email thread.) On August 16, 2021, Defendant Noori responded, indicating his awareness of the discovery requests. (See Exhibit D.) On August 18, 202 1 , Plaintiff’s counsel sent a message to Defendant Noori, pointing out that responses were still not provided, and that Defendant had not provided a date certain that he would do so. (See Exhibit D.) 6. On August 24, 2021, the Court held a case management conference. Plaintiff’s counsel appeared. Defendant Noori also appeared. The Court set a follow up hearing in April of 2022. 7. On August 27, 2021, Plaintiff’s counsel again sent a message to Defendant Noori indicating that no response had been received on the discovery. (See Exhibit D.) To date, Plaintiff has still not received discovery responses. 8. My firm bills my time expended on cases at an hourly rate of $390 per hour. Based on my understanding of attorneys handling comparable matters involving corporate and employment law disputes, with comparable levels 0f experience, I believe this rate is reasonable. I have expended 2.5 [DECLARATION OF MYLES G. TAYLOR [N SUPPORT 0F MOTION TO DEEM SPECIFIED REQUESTS ADMITTED 2 PARKER LAW GROUP A9551: Sccvan‘emv; 55: Capucw 210M Sate .530 OOOQO 10 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 hours preparing this motion and supporting papers. I anticipate spending at least an additional 1.5 hours addressing any opposition, reply, and/or attending a hearing on this motion. This does not include paralegal or legal assistant time. The filing fee for this motion is $60. Therefore, Plaintiffseeks a monetary sanction in the amount of $1 ,620. I declare under penalty 0f perjury under the laws of the State of California that the foregoing is true and correct. Executed on Augustég, 2021, in Sacramento, California. DATED: August 30, 2021 MYLES G. TAYLOR [DECLARATION OF MYLES G. TAYLOR IN SUPPORT 0F MOTION T0 DEEM SPECIFIED REQUESTS ADMITTED 3 EXHIBIT “A” PARKER LAW GROU P " $36.4 u 5mm E'xiayumervo‘ ._. OOOQQUIQWN- _--‘ N-‘o Port J. Parker, SBN: 179256 Myles G. Taylor, SBN: 298687 Kaitlyn M. Bigoni, SBN: 308455 PARKER LAW GROUPATTORNEYS A Professional Corporation 555 Capitol Mall, Suite 1230 Sacramento, CA 95814 Telephone: (9 1 6) 996-0400 Facsimile: (916) 668-5760 mylcs'u’iparluwgroup.com kaitlynflnaarluwgrougcom Attorneys for Plaintiff BRYAN CARRERA E-FILED 3/29/2021 9:31 AM Clerk of Court Superior Court of CA, County of Santa Clara 21 CV381 41 8 Reviewed By: M Vu SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SANTA CLARA BRYAN CARRERA, directly and derivatively on behalf ofAXON DESIGN INC. Plaintiff. V. JOHN NOORI, an individual; AXON DESIGN INC, a California Corporation dba NTERRA GROUP; and DOES 1 through 50 inclusive, Defendants, and AXON DESIGN INC, as a Nominal Defendant as to derivate claims Case No. 21CV381418 VERIFIED COMPLAINT DERIVATE CLAIMS FOR: l. 2. 3. Breach of Fiduciary Duty Abuse of Control Corporate Waste DIRECT CLAIMS FOR: l. 2. 3. 4. Unpaid Wages (Labor Code § 201, et seq.) Failure to Make Timely Payment (Labor Code § 203, et seq.) Violation of Corp. Code § 1600, er seq. Involuntary Dissolution (Corp. Code § 1800) PlaintiffBRYAN CARRERA (“Carrera” or “Plaintiff”) alleges and complains as follows: PARTIES, VENUE AND JURISDICTION l. At all times relevant herein Plaintiff was and is an individual residing in the State of California, County ofPlacer. Plaintiffwas a co-founder ofDefendant AXON DESIGN, INC. (“Axon”) as a twenty-five percent (25%) shareholder of Axon, with the remaining shares owned by Defendant VERIFIED ?OMPLAINT PARKER LAW GROUP \OOONGU‘ANN- NNNNNNNNNb-I-Hfl-wwfl-H WNQM¥L§N~O©WN¢M¥NN~O JOHN NOORI (“Noori”). Additionally, Plaintiff was, and to the best of his knowledge, is a member of the Board of Directors of Axon. At the inception of Axon, Plaintiff served as an officer of Axon, in the position ofsecretary. Plaintiff’s officer position at Axon was terminated in January 2020; however, Axon maintains in a Statement of Information filed on or about. 2. At all times relevant herein Derivative Plaintiff, Defendant, and Nominal Defendant Axon was a corporation duly organized and existing under the laws of the State of California with its principal place of business in Santa Clara County, California. To the best of Plaintiff‘s knowledge, Axon has and is operating under a fictitious business name ofNterra Group. 3. Plaintiff alleges on information and belief that Noori was and is an individual residing in the State of California, County of Santa Clara. Noori is also an oflicer, director and shareholder of Axon. Specifically, at the time of this filing, Noori was the Chief Executive Officer and was, and to the best of Plaintifl’s knowledge, is a member of the Board of Directors of Axon. 4. Prior to the filing of the present Complaint, Plaintiff complied with the notice requirements of California Corporations Code § 800(b)(2) in that he presented the factual basis for the claims asserted herein in writing and specified the specific nature of the relief sought. Said demand was delivered to Axon by Plaintiffs attorney. Plaintiff‘s written explanation of his claims and his demand was sent on or about October 29, 2020, and, in response, the Board of Directors ofoon took no action that Plaintiff is aware of. 5. Further. because Plaintiff and Defendant Noori constitute the only two directors of Axon, and because Noori has refused t0 take action with knowledge of the issues raised herein derivatively on behalfofAxon, it would be futile and useless to seek relieffrom the boaxd and Plaintiff is excused from any further demand obligation. Noori, as the other director of Axon, is an interested party in the issues raised. He is therefore not independent, and it would be inconceivable that any additional demand would result in corporate action against him. 6. Plaintiff is informed and believes that at all relevant times, each of the defendants, including the DOE defendants, were the agents, servants, employees, representatives, partners, principals, successors in interest, or alter egos of one or more of the other defendants, were acting at all times within the course and scope of such relationship, agency and employment, or otherwise, and VERIFIED (?SOMPLAINT PARKER LAW GROUP “GNU: 10 V 11 12 E 13 l4 15 16 17 18 19 20 21 22 23 24 25 26 27 28 with the knowledge and consent of their principal and employer, or otherwise. 7. The present Complaint alleges both derivative and direct claims assened by Plaintiff 0n behalf and against Axon respectively. The nature of each claim shall be specified below with derivative claims preceding the direct causes of action. FACTUAL ALLEGATIONS (Derivate Claims) 8. Plaintiff co-founded Axon in March of 201 5 along with Noori. Plaintiff became owner of 25% of the outstanding voting shares of Axon, while Noori held the remaining 75% of the shares. Both at the inception ofoon and at the present day, the Board of Directors consists solely of Plaintiff and Noori, including pursuant to agreement. 9. In or around early 2019, Noori’s involvement in Axon began t0 wane. He would regularly miss crucial meetings. When he did come to the office, he was unproductive and a distraction to other employees. By March 2019. there was $300,000-$400,000 in unbilled work that had not been charged to Axon’s clients. Plaintiff is informed and believes that by the end of 2019, this amount was n0 less than $500,000. By the end of 2020, Plaintiff is informed and believes this amount was approximately $800,000. 10. Following .the termination 0f Plaintiff’s officer position in January 2020, Noori began operating Axon without consulting 0r informing Plaintiff, despite Plaintiff s continued position on the Board of Directors and demands for involvement. This included Noori, on Axon’s behalf, applying for emergency funding and furloughing most ofthc staff, while continuing to pay Noori’s own salary. Plaintiff is informed and believes that Noori commented to persons that he was knowingly misusing and/or violated rules regarding the use of PPP loan proceeds. Such acts were wrongful and to the detriment of Axon and its shareholders. FACTUAL ALLEGATIONS (Direct Claims) 11. As of Plaintiff‘s termination in January 2020, Plaintiff was owed approximately I36 hours of wages, with 40 as regular hours worked, 40 hours of vacation, and l6 hours of holiday pay. However, his final paycheck only contained 96 hours of wages. The final paycheck also lists 22.88 VERIFIED EOMPLAINT PARKER LAW GROU P “a 10 ll 12 13 14 15 16 :17 18 19 20 21 22 23 24 25 26 27 28 hours in “Remaining Paid Time Off Balance” that was not paid out to Plaintiff as required by Labor Code section 227.3. 12. Plaintiff’s final paycheck also omitted back pay from 2018. In regard to this, Noori accused Plaintiff of“possible fraud” and insisted that Plaintiffrepay money that Noori alleges Plaintiff took before Noori will pay him “any credit remaining from the backpay bonus.” 13. On 0r around May 2020 and again in October 2020, following prior demands, Plaintiff made written request to inspect corporate records under Corp. Code §§ 1601 and 1602. To date, Plaintiffhas not been provided with access to said corporate records for his inspection. FIRST CAUSE OF ACTION Breach of Fiduciary Duty (Derivative as Against Defendant Noori and DOES 1-50) l4. Plaintiff realleges and incorporates by reference herein paragraphs 1 through 13 above as though fully set forth herein. 15. As the Chief Executive Officer and member of the Board of Directors of Axon. Noori owed a fiduciary duty to Axon and its shareholders (including Plaintiff) to use his ability to control and manage the affairs of Axon in a fair, just and equitable manner. to refrain from abusing his positions 0f control, and not to favor his own interests 0r the interests ofany third party at the expense of Axon. Defendant violated this fiduciary duty lo Axon and its shareholders, including without limitation his duty ofcare, good faith, honesty and loyalty. 16. Plaintiff is informed and believes Noori completely and totally failed to recognize or adhere to his fiduciary obligations to Axon and its shareholders. Specifically, Plaintiff is informed and believes Noori failed t0 bill clients for an estimated $800,000 in work completed by Axon. Further, Plaintiff is informed and believes that Noori engaged in gross conflict of interest in his operation of Axon, while operating unilaterally and refusing to account to the Board of Directors (which contains Noori and Plaintiff). l7. As a result of Noori’s actions, Axon has suffered losses and incurred costs. Additionally, the value 0f Axon’s shares has been greatly reduced due to Noori's breach 0f fiduciary duties. This includes, but is not limited to, the loss ofvaluable revenue from a knowing failure to bill VERIFIED COMPLAINT 4 PARKER LAW GROUP \DWNO‘UIA 10 .._ 11 5 12 '13 .1 14 15 16 :17 18 19 20 2| 22 23 24 25 26 27 28 for work, and the loss of clients due to gross mismanagement and mishandling of clients and proj ects. 18. The wrongfiJl conduct particularized herein was not due to an honest error in judgement, but rather to Noori’s gross mismanagement, bad faith and/or reckless disregard of the rights and interests ofAxon and its shareholders. l9. As a result of the foregoing, Noori has participated in banning Axon and has breached the fiduciary duties he owed to Axon. 20. As a direct and proximate result of the wrongful acts and omissions ofNoori, Plaintiff and Axon have been damaged generally, specially, and consequentially according to proof, in an amount within the jurisdiction of the court, as aforesaid. WHEREFORE Plaintiff and Axon pray for relief as set forth below. SECOND CAUSE 0F ACTION Abuse of Control (Derivative as Against Defendant Noori and DOES 1-50) 21. Plaintiff realleges and incorporates by reference herein paragraphs 1 through l3 above as though fully set forth herein. 22. By virtue of his position and financial holdings in Axon, Noori exercised control over Axon and its operations, and owed duties as the Chief Executive Officer and member of the Board of Directors not to use their positions of control within Axon for his own personal interests and contrary to the interests of Axon. 23. Noori’s conduct as set forth herein amounts to an abuse 0f control ofAxon in violation of his obligation to the company. Noori knowingly undertook and perpetrated said abuse of control. 24. As a direct and proximate result of the wrongful acts and omissions ofNoori, Plaintiff and Axon have been damaged generally, specially and consequentially according to proof, in an amount within the jurisdiction 0f the court, as aforesaid. WHEREFORE Plaintiff and Axon pray for relief as set forth below. /// /// /// VERIFIED EOMPLAINT PARKER LAW GROUP ”HO \O 10 ll 112 l3 ,l4 15 16 17 18 19 20 21 22 23 24 25 26 27 28 THIRD CAUSE OF ACTION Corporate Waste (Derivative as Against Defendant Noori and DOES 1-50) 25. Plaintiff realleges and incorporates by reference herein paragraphs I through 13 above as though fully set forth herein. 26. As alleged in detail above, Noori owed a fiduciary duty to exercise good faith and diligence in the administration of the affairs of Axon and in the use and preservation of its property and assets; and the highest obligation of fair dealing. 27. Plaintiff is informed and believes Noori wasted Axon’s corporate assets by failing to bill clients for more than $500,000 (or potentially as high as $800,000) of work completed by Axon as well as continuing to pay his own salary while furloughing most of Axon’s employees. 28. As a result ofNoori’s actions, Axon has suffered losses and incurred substantial costs. Additionally, the value of Axon’s shares has been greatly reduced due to Noori’s corporate waste. 29. As a direct and proximate result of the wrongfiJI acts and omissions ofNoori, Plaintiff and Axon have been damaged generally, specially and consequentially according to proof, 'm an amount within the jurisdiction of the court, as aforesaid. WHEREFORE Plaintiff and Axon pray for relief as set forth below. FOURTH CAUSE OF ACTION Unpaid Wages (Labor Code § 201, et seq.) (Direct as Against Defendant Axon and DOES 1-50) 30. Plaintiff realleges and incorporates by reference herein paragraphs l through l3 above as though fully set forth herein. 31. At the time of his termination, Plaintiff had earned approximately $8,735.32 in back wages that were previously earned. California Labor Code § 201 e! seq. mandates that a terminated employee receives all compensation due t0 them at the time of termination - and in no event later than seventy-two (72) hours afier termination. 32. Despite making oral and written demands for his back wages, Axon refused to pay, and continues to refuse to pay, the back pay owed to Plaintiff. VERIFIED EOMPLAINT PARKER LAW GROU P \DOO\I@LI|AUJN IO ._ll 12 13 '14 ‘15 l6 ‘17 18 l9 20 21 22 23 24 25 26 27 28 33. As a result of Axon’s continued refusal to pay the back wages due to him, Plaintiff is entitled to monetary damages including, but not limited to, waiting time penalties and attorneys' fees. WHEREFORE Plaintiff prays for relief as set forth below. FIFTH CAUSE OF ACTION Failure t0 Make Timely Payment (Labor Code § 203, et seq.) (Direct as Against Defendant Axon and DOES 1-50) 34. Plaintiff realleges and incorporates by reference herein paragraphs l through l3 above as though fully set forth herein. 35. Plaintiffs employment with Defendant ended. 36. Defendant failed to pay Plaintiff all wages when due. 37. Defendant’s failure to pay the wages owed to Plaintifi' was willfixl. 38. As a result of Defendant’s failure to timely pay wages due and owing to him, Plaintiff is entitled to waiting time penalties under Labor Code § 203 in the amount of at least $13,963.20. WHEREFORE Plaintiff prays for relief as set forth below‘ SIXTH CAUSE OF ACTION Violation of Corporation Code § 1600, et seq. (Direct as Against Defendants Noori and Axon) 39. Plaintiff realleges and incorporates by reference herein paragraphs l through l3 above as though fiJIIy set forth herein. 40. 0n or around May 2020 and again in October 2020, following prior demands, Plaintiff made a written request t0 inspect corporate records under Corp. Code §§ 1601 and 1602. To date, Plaintiff has not been provided with access to said corporate records for his inspection. 41. Corp. Code § 1601(a) provides that accounting books and records and minutes of proceedings of the shareholders and the board of any domestic corporation shall be open to inspection upon the written demand on the corporation of any shareholder at any reasonable time during usual business hours, for a purpose reasonably related t0 such holder’s interest as a shareholder. 42. As Plaintiff is a director, his rights to information under Corp. Code § 1602 are broader still, as every director has the absolute right at any reasonable time to inspect any copy corporate records. VERIFIED $OMPLAINT PARKER LAW GROUP 10 .y 11 12 1' 13 14 15 '._ 16 5’9? 17 18 19 20 2] 22 23 24 25 26 27 28 43. Plaintiff seeks an order granting access to all books. records, minutes. and information of the corporation that he is entitled t0 as a matter of law. 44. Corp. Code § 1604 provides that in any action under Sections 1600 or 1601, ifthe court finds the failure of the corporation to comply with a proper demand thereunder was without justification, the court may award an amount sufficient to reimburse the shareholder the reasonable expenses incurred, including attomeys’ fees and costs, in connection with such action or proceeding. 45. By reason ofthe foregoing, Plaintiff has sustained and will continue to sustain damages for which there is no complete and adequate remedy at law. WHEREFORE Plaintiff prays for relief as set forth below. SEVENTH CAUSE OF ACTION Involuntary Dissolution (Corp. Code § 1800) (Direct as Against Defendant Axon) 46. Plaintiff realleges and incorporates by reference herein paragraphs l through I3 above as though fully set forth herein. 47. Plaintiff is authorized and entitled to maintain an action for involuntary dissolution of Axon. 48. Plaintiff is one-half (one of two) of the only directors of Axon. Carrera and Noori entered a shareholder agreement providing: “The Shareholders [Noori and Carrera] are the sole directors of Axon, and agree that they or their respective designees shall constitute the sole directors 0f said corporation throughout the term ofthis Agreement. ...” (Section 5 .) The Shareholder agreement further provides: “This Agreement shall remain in full effect until terminated by mutual agreement of the parties ...” (Section 10.) 49. In addition to the pervasive mismanagement, abuse 0f authority, persistent unfairness toward Carrera, mishandling of matters alleged infra, there is deadlock of directors regarding the corporation and its handling such that the business cannot be conducted with advantage t0 its shareholders. Carrcra is informed and believes there have been at least two consecutive annual meetings failed t0 be held. Further, Noori has asserted unilateral control over the corporation to the detriment of the shareholders, namely Carrera as a twenty-five percent (25%) owner of outstanding VERIFIED COMPLAINT 8 PARKER LAW GROUP M&NN \DWVQ 10 11 ‘12 l3 j 14 15 ‘16 17 18 19 20 21 22 23 24 25 26 27 28 voting shares of Axon. As a result, grounds exist for involuntary dissolution of said corporation pursuant to Corp. Code § 1800(b)(2), (3), (4), and/or (5). 50. Plaintiff seeks an order winding up and dissolving Axon in the manner provided by law. WHEREFORE Plaintiff prays for relief as set forth below. PRAYER FOR RELIEF Plaintiff, on behalf of himself and Axon, as to all derivate claims, and solely on behalf of himself as to all direct claims, prays for judgment as follows: l. Awarding Plaintiff compensatory damages against Defendants in an amount to be proven at trial. 2. Awarding Plaintiff restitution and disgorgement of all proceeds generated as a result of the wrongfiJl conduct alleged herein. 3. Awarding Plaintiff appropriate equitable relief, including enforcing the rights of inspection under Corporation Code §§ 1601 , I602, et seq. and/or appointing competent inspector(s) or accountant(s) to audit Axon’s books and records. Awarding Plaintiff general damages arising out of Plaintiffs direct claims. Awarding Plaintiff punitive damages permitted by law. Awarding Plaintiff pre-judgment interest. Awarding Plaintiff reasonable attomeys’ fees and other costs. “>199.“ Awarding Plaintiff statutory damages and waiting time penalties arising out of Plaintiff‘s direct claims under the Labor Code. 9. Ordering that Defendant Axon Design, Inc. be wound up and dissolved in the manner provided by law. 10. Ordering Plaintiff such ancillary orders and decrees as may be necessary to effectuate said winding up and dissolution. 11. Awarding such other relief as this Court may deem just and proper. /// /// VERIFIED gOMPLAINT PARKER LAW GROUP \OWQQMAMN- mfiamth~o©Wfl¢mhw-o DEMAND FOR JURY TRIAL Plaintiff hereby demands a jury trial on all issues so triable. PARKER LAW GROUP ATTORNEYS DATED: Marc}! 29’ 202] A Pro ‘ sional Co oration MYLES G. TAYLOR KAITLYN M. BIGONI Attorneys for Plaintifl' BRYAN CARRERA VERIFIED]%OMPLAINT PARKER LAW GROUP $55 Cam. I OmflamhuN 10 ll y. 12 I3 l4 15 16 l7 18 19 20 21 22 23 24 25 26 27 28 VERIFICATION l, BRYAN CARRERA, declare as follows: I am the Plaintiff in this action. I am familiar with an have reviewed this Verified Complaint. The information supplied therein is based on my own personal knowledge and/or has been supplied to me or obtained through review of documents. The information contained in the foregoing Verified Complaint is true and correct as to my personal knowledge, except as to those matters which are alleged on information and belief, and as to those matters, I am informed and believe them to be true. I declare under the penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed March 24 , 2021 at Roseville, California. C73[m MAN CARRERA EXHIBIT “B” PARKER LAW GROUP $wN OMNOM Port J. Parker, SBN: |79256 Myles G. Taylor, SBN: 298687 Kaitlyn M. Bigoni, SBN: 308455 PARKER LAW GROUPATTORNEYS A Professional Corporation 555 Capitol Mall, Suite 1230 Sacramento, CA 95814 Telephone: (9 l 6) 996-0400 Facsimile: (916) 668-5760 mvlesrumarlanruugcom kaillxnimgurlawgroupxom Attorneys for Plaintiff BRYAN CARRERA SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SANTA CLARA BRYAN CARRERA, directly and derivatively case N0; 210v384| s on behalfofAXON DESIGN INC, plaintiff, BRYAN CARRERA’S REQUEST FOR ADMISSIONS, SET ONE TO JOHN NOORI v. JOHN NOORI, an individual; AXON DESIGN INC., a California Corporation dba NTERRA GROUP; and DOES l through 50 inclusive, Defendants, and AXON DESIGN INC., as a Nominal Defendant as to derivate claims PROPOUNDING PARTY: PlaintiffBRYAN CARRERA RESPONDING PARTY: Defendant JOHN NOORI SET NUMBER: ONE Pursuant to Code of Civil Procedure Section 2033.0 l 0, you are requested to answer under oath the Following Requests for Admissions within thirty (30) days of service thereof. [n doing so, please furnish information that is available to you and the information that is in the possession of your attorneys, agents, investigators, employees, and/or your insurance company. /// BRYAN CARRERA’S REQUEST FOR ADMISSIONS, SET ONE TO JOHN NOORI l PARKER LAW GROUP DEFINITIONS “YOU” and “YOUR” shall mean JOHN NOORI and anyone acting or purporting to act on his behalf. “AXON” shall mean AXON DESIGN INC. dba NTERRA GROUP, a California corporation. “CARRERA” shall mean BRYAN CARRERA, REQUEST FOR ADMISSIONS, SET ONE REQUEST FOR ADMISSION NO. l. Admit that YOU exercise control over AXON and its operations. REQUEST FOR ADMISSION N0. 2. Admit that as the Chief Executive Officer ofAXON, YOU owe a fiduciary duty to AXON and its shareholders. REQUEST FOR ADMISSION N0. 3. Admit that as a member of the Board of Directors of AXON, YOU owe a fiduciary duty to AXON and its shareholders. REQUEST FOR ADMISSION N0. 4. Admit that CARRERA is a shareholder 0fAXON. REQUEST FOR ADMISSION N0. 5. Admit that CARRERA is a member ofthe Board of Directors ofAXON. REQUEST FOR ADMISSION NO. 6. Admit that YOU breached YOUR fiduciary duties to AXON. REQU EST FOR ADMISSION N0. 7. Admit that YOU breached YOUR fiduciary duties to CARRERA REQQEST FQR ADMISSION NO. 8. Admit that YOUR fiduciary duty to AXON and its shareholders includes managing the affairs ofAXON in a fair, just, and equitable manner. REQUEST FOR ADMISSION N0. 9. Admit that YOU failed to manage the affairs ofAXON in a fair, just, and equitable manner. /// BRYAN CARRERA’S REQUEST FOR ADMISSIONS, SET ONE T0 JOHN NOORI 2 PARKER LAW GROUP kWh) \ONNIO\ 10 ll 12 ’14 15 16 l7 l8 l9 20 21 22 23 24 25 26 27 28 REQUEST FOR ADMISSION N0. 10. Admit that YOUR fiduciary duty to AXON and its shareholders includes refraining from favoring YOUR own interests or the interests of any third parties at the expense ofAXON. REQUEST FOR ADMISSION N0. ll. Admit that YOU favored YOUR own interests or the interests of any third parties at the expense ofAXON. REQUEST FOR ADMISSION N0. 12. Admit that YOU breached YOUR duty of care, good faith, honesty, and loyalty to AXON. RE UEST FOR ADMIS ION N . 13. Admit that YOU breached YOUR duty to act with reasonable care. REQUEST FOR ADMISSION N0. 14. Admit that YOU breached YOUR duty to not waste corporate assets. REQUEST FOR ADMISSION N0. 15. Admit that YOU are required to account to AXON’s Board of Directors. REQUEST FOR ADMLSSION NO. l6. Admit that YOU failed to account to AXON's Board of Directors. REQUEST FQR ADMISSION N0. l7. Admit that following the termination of BRYAN CARRERA’S (“CARRERA”) officer position, YOU did not consult CARRERA regarding the operation ofAXON. REQUEST FOR ADMIS§ION N0. l8. Admit that YOU did not consult with CARRERA regarding AXON applying for emergency funding. RE UEST FOR ADMISSION N . l9. Admit that YOU did not consult with CARRERA regarding AXON furloughing its staff. REQUEST FOR ADMISSION NO. 20. Admit that by March 2019, YOU had amassed more than $500,000 in unbilled work that had not been charged to AXON's clients. /// BRYAN CARRERA’S REQUEST FOR ADMISSIONS. SET ONE T0 JOHN NOORI 3 PARKER LAW GROUP AWN OQVGM REQUEST FOR ADMISSION NO. 2|. Admit that YOU continued to pay YOUR own salary fi‘om AXON assets at all times. REQUEST FOR ADMISSION N0. 22. Admit that as of January 2020, AXON owed CARRERA payment for 22.88 hours worked. REQUEST FOR ADMISSION NO. 23. Admit that as of January 2020, AXON owed CARRERA was owed back pay from 2018. REQUEST FOR ADMISSION N0. 24. Admit that CARRERA made oral demands to YOU for his back pay and owed wages. REQUEST FOR ADMISSION N0. 25. Admit that CARRERA made written demands to YOU for his back pay and owed wages. REQUEST FOR ADMISSION N9. 26. Admit thatCARRERA was hever paid for the back pay or owed wages identified in his written demands. WST FOR AQMISSION NO.fl Admit that around May 2020, CARRERA made a written request to inspect corporate records. REQUEST FOR ADMISSION NO. 28. Admit that around October 2020, CARRERA made a written request to inspect corporate records. REQUES! FOR ADMISS!OE E0. g9. Admit that, to date, CARRERA has not been provided with access to corporate records for his inspection. REQUEST FOR ADMISSION NQ. 30. Admit that AXON has suffered losses and incurred costs as a result ofYOUR actions. REQUEST FOR ADMISSION NO. 31. Admit that as a result onOUR actions, the value ofAXON’s shares has been greatly reduced. /// /// /// BRYAN CARRERA’S REQUEST FOR ADMISSIONS, SET ONE To JOHN Noom 4 PARKER LAW GROUP MBUN \OOOQO 10 u 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 23 DATED: July 2, 202] f, / PARKER LAW GROUP ATTORNEYS A Professional Corporation MYL ‘. TAYLOR KAITLYN M. BIGONI Attorneys for PlaintifflBRYAN CARRERA BRYAN CARRERA’S REQUEST FOR ADMISSIONS, SET ONE T0 JOHN NOORI 5 EXHIBIT “C” From: 19mm To: mm Subject: RE: Axon Design Case Q Date: Tuesday, July 27, 2021 12:24:48 PM CAUTION: This email originated from outside of the organization. Myles, REDACTED SETTLEMENT DISCUSSIONS It was disappointing because last time l made a sincere effort to resolve things the first attorney stopped responding entirely. That, coupled with the fact that | received your discovery requests including the admissions laundry list during the week, didn’t help provide any assurances. Moot point now either way, it is what it is. No offense was intended, my apologies for the curt tone. I'll wait t0 hear from you. From: Myles G. Taylor Sent: Saturday, July 24, 2021 6:53 AM To: John Noori Subject: Re: Axon Design Case Q REDACTED SETTLEMENT DISCUSSIONS EXHIBIT “D” From: WM To: Subject: RE: Carrera v. Noori Date: Friday, August 27, 2021 12:43:00 PM Attachments: [mmmmmng John: I have received no response to any of the below. I note your attendance at the case management hearing and thus your knowledge of the matter and your continued failure to respond. With respect to document inspection, we will be sending a copy service Monday morning to inspect and copy the list of records provided below. Please ensure these are all available for copying. Alternatively, please be prepared to provide them with a portable electronic device or disc containing the records if physical copies are not available. We are entitled to receive these records as a matter of law. Myles G. Taylor Ll] Parker Law Group Attorneys, A Professional Corporation 555 Capitol Mall Suite 1230, Sacramento, CA 95814 T: (916) 996-0400 | F: (916) 668-5760 CONFIDENTIALITY NOTICE -- PRIVILEGED AND CONFIDENTIAL This email and any attachments thereto are intended only for use by the addressee(s) named herein and may contain legally privileged and/or confidential information. If you are not the intended recipient of this email, you are hereby notified that any dissemination, distribution or copying of this email, and any attachments thereto, is strictly prohibited. If you have received this email in error, please n'otify the sender and permanentIy delete the original and any copy of this email and any printout thereof. From: Myles G. Taylor Sent: Wednesday, August 18, 2021 10:07 AM To: 'John Noori' Subject: RE: Carrera v. Noori John: Your handling of these matters without the use of legal counsel is a risk that you are openly 'engaging in. You are further aware that the company is unable to represent itself. | am also not taking responsibility for which emails you read or not read that are sent-you are capable of searching your inbox for each communication from me. 1. Pleadings: There is nothing stopping you from filing an answer with the Court and challenging the default. The request was filed, as l indicated would occur, but it has not been proceeded. Nothing is stopping you from proceeding. However, your continued delays, including after extensions, do nothing except to cement that you are choosing, with full notice and knowledge, to not participate in this litigation. 2. Discovery: You have not responded to the discovery requests, and you have not indicated a date certain that you will. I asked for responses by August 13, and there was no response. All objections have been waived. We reserve the right to file all appropriate discovery-related motions, including seeking sanctions under the Discovery Act if we are forced to do so. 3. Settlement: | have tried to address the attempts to settle with you separately and explain that you have an option to settle the claims, which we have previously exchanged several correspondences about. You made some comments about the draft settlement agreement, and then you have since not provided further response. 4. Corporate Records: Pursuant to Code Corp § 1600, et seq., I am making a renewed request to inspection of Axon Design, |nc.’s books and records, following the prior requests that have been made. This request is for the purpose of understanding the value of my client’s shares and company activities since his termination. Please make available: All meeting minutes (director and shareholder) Bylaws Financial statements from 2018 to 2020, and 2021 year-to-date Current accounts receivable and accounts payable Payroll reports for reflecting employee compensation and benefits from 2018 to 2021, and 2021 year-to-date f. Copy of each contract for which Axon Design, Inc. has provided services to a client from 2020 to 2021 year-to-date 9909'?” We reserve the right to make additional inspection demands. We are asking to retrieve these records Monday, August 23, 2021. Please let me know by tomorrow, August 19, 2021 whether (1) you will make the records physically available for inspection and copying at the office, so that we can arrange a copy-service to come, or (2) you will send electronic copies to us no later than close of business on Monday, August 23, 2021. Sincerely, Myles G. Taylor n‘ Parker Law Group Attorneys, A Professional Corporation 555 Capitol Mall Suite 1230, Sacramento, CA 95814 T: (916) 996-0400 | F: (916) 668-5760 CONFIDENTIALITY NOTICE -- PRIVILEGED AND CONFIDENTIAL This email and any attachments thereto are intended onlyfor use by the addressee(s} named herein and may contain legally privileged and/or confidential information. Ifyou are not the intended recipient of this email, you are hereby notified that any dissemination, distribution or copying of this email, and any attachments thereto, is strictly prohibited. If you have received this email in error, please notify the sender and permanently delete the original and any copy of this email and any printout thereof. From: John Noori <1an,@nmLLagmup_.ggm> Sent: Monday, August 16, 2021 10:05 PM To: Myles G. Taylor Subject: Re: Carrera v. Noori CAUTION: This email originated from outside of the organization. Myles, | believe this was your most recent email t0 me, but if it’s not could you please forward any others that were awaiting my response while | was out over the last two weeks? Thank you in advance and please see below for my response to your message. The feedback below should also address your other email inquiry that was generally checking in with me. But let me know if anything remains unclear or unanswered. ‘ Regarding the status of these item requests, they have not been completed for a few main reasons. Primarily because all my efforts - from filing my responses or any motions, preparing the discovery items requested and so forth- faced an unexpected delay setback in recent weeks due to my health emergency. In the time leading to that, I had been spending every available hourl had, day and night, working in good faith to get everything prepared in the priority required (of meeting the deadline for filing answers first). When Iwas affected by this infection to the point of being unable to sit or stand for more than 15-30 minutes at a time, l had to put everything down and focus on getting better. It’s become a life threatening recurrence before and with the exhaustion I've been dealing with working day and night on company obligations and this case, Iwas skirting a dangerous line to just force myself to work on painkillers all day and hope for the next. I’m sorry if none of this is a justifiable argument but I’m being fully transparent. lnitiallyl expected the extensions of time granted for filing of answers to the complaint would unilaterally apply to subsequent discovery requests also in order to maintain sequence where the discovery references items in the answers, for example. But nevertheless l did my best to work on preparing and assembling everything I could, in parallel to reviewing and responding to your ' settlement offer and committing time to those efforts, along with my standard obligations to keep the company running. Most recently, after you in'formed me that you had filed a motion for defaultjudgement, | had to shift focus to that and go through the arduous process to of understanding the motion and implications, rules of court and potential options available to me see n response t0 it, methods and requirements for how to file a motion or similar action etc. If the personal finances were available to hire a lawyer full time on this I would gladly have done it long ago. But I've deferred my own paycheck for the past two years nearly 3 out or 5 payroll periods roughly, I’ve deferred my own healthcare reimbursement for nearly 100% of the past two years while making sure to have everyone else fully paid and covered even through the pandemic. In addition to those, I’ve loaned a substantial amount of personal cash to the company to maintain operations during cash flow fluctuations when we were unable to secure any sort or credit line or loan because of Bryan’s deliberate refusal to participate in his fiduciary obligations. Without getting into this further | hope it explains why I’ve headed this burden myself and why it’s been such a daunting effort to try keeping up with, for the reasons stayed. I’ve always been up front with you regardless of any actions you’ve ta ken that negatively affect me, and |’|| continue to do so. With that in mind, [want to let you know in advance that I’m back in the office full time this week, and am working on preparing the necessary documents to file motion requesting the default judgement be set aside so thatl can finish and properly submit ALL of this to you and the court as quickly as possible. If you need the responses to the interrogatories | at least have those completed in my notebook but not yet formally typed up. But if it helps | can send you the hand written answers in the meantime if you’d like. If you have any other questions at all please let me know. Thanks. From: Myles G. Taylor<> Sent: Monday, August 9, 2021 4:36 PM To: John Noori Subject: Carrera v. Noori John: This email is intended to meet and confer regarding overdue discovery responses. Our office served discovery requests to you on July 2, 2021. These included Form Interrogatories, Set One, Requests for Admissions, Set One, and Request for Production of Documents, Set One. You previously acknowledged receipt of the same. Pursuant to the Code of Civil Procedure, your responses were due on August 6, 2021. We have not received responses. Failure to timely respond to requests for admission results in waiver of all objections to the requests. (CCP § 2033.280(a).) Such a waiver is also applicable to the failure to timely respond to requests for production (CCP § 2031.300), and interrogatories (CCP § 2030.290(a)). Please immediately provide full and complete responses with verification, and without objections, to reach of the requests no later than Friday, August 13, 2021. If we do not receive responses, then we reserve all rights and remedies, including to file motions to compel and seek an order of monetary sanctions for the fees and costs expended to do so. While our office submitted a request for entry of default, we have not received indication from the court that this was been accepted, so the action is still pending. Sincerely, Myles G. Taylor ll Parker Law Group Attorneys, A Professional Corporation 555 Capitol Mall Suite 1230, Sacramento, CA 95814 T: (916) 996-0400 | F: (916) 668-5760 CONFIDENTIALITY NOTICE -- PRIVILEGED AND CONFIDENTIAL This email and any attachments thereto are intended onlyfor use by the addressee(s) named herein and may contain legally privileged and/or confidential information. lfyou are not the intended recipient of this email, you are hereby notified that any dissemination, distribution or copying of this email, and any attachments thereto, is strictly prohibited. lfyou have received this email in error, please notify the sender and permanently delete the original and any copy of this email and any printout thereof.
