You are on page 1of 23

Case 2:16-cv-08653 Document 1 Filed 11/21/16 Page 1 of 23 Page ID #:1

1 KAEDIAN LLP
NANNINA L. ANGIONI (SBN 238052)
2 nangioni@kaedianllp.com
3 2029 Century Park East, Suite 400
Los Angeles, CA 90067
4 Telephone: (310) 893-3372
Facsimile: (310) 893-3191
5
6 Attorneys for Plaintiff,
YAYYO, INC., a Delaware corporation
7
8 UNITED STATES DISTRICT COURT
9 FOR THE CENTRAL DISTRICT OF CALIFORNIA
10
11 YAYYO, INC. a Delaware Case No:
12 corporation,
COMPLAINT FOR:
13 Plaintiff,
14
(1) FRAUD;
v. (2) FRAUDULENT INDUCEMENT;
15 (3) FRAUDULENT CONCEALMENT;
HURST CAPITAL, LLLP, a limited (4) NEGLIGENT
16 MISREPRESENTATION;
liability limited partnership, ZACH
17 HURST an individual, AUSTIN (5) UNFAIR BUSINESS PRACTICES;
(6) INTENTIONAL INTERFERENCE
18 HURST, an individual, RYAN
WITH CONTRACTUAL RELATIONS;
OCONNOR, an individual, SCOTT (7) INTENTIONAL INTERFERENCE
19 CARL EDWARDS, an individual, WITH PROSPECTIVE ECONOMIC
20 ROBERT LISIESCKI, an individual, RELATIONS;
CHRISTOPHER JOHN GILBERT, an (8) NEGLIGENT INTERFERENCE
21 individual, JOSEPH ANDREINI III, WITH PROSPECTIVE ECONOMIC
22 an individual, and JOSEPH RELATIONS; AND
HOFFMAN, an individual, and DOES (9) CONVERSION
23 1 through 25, inclusive,
24
[DEMAND FOR JURY TRIAL AND
Defendants. PUNITIVE DAMAGES]
25
26
27
28

1
COMPLAINT FOR DAMAGES
Case 2:16-cv-08653 Document 1 Filed 11/21/16 Page 2 of 23 Page ID #:2

1 Plaintiff YayYo, Inc., a Delaware corporation, with its principal place of business
2 in Los Angeles, California, hereby complains and alleges as follows:
3 I.
4 THE PARTIES
5 1. Plaintiff YayYo, Inc. is a Delaware corporation, converted to this entity
6 from YayYo, LLC, a Delaware limited liability company (hereafter YayYo). At all
7 times relevant to this Complaint, YayYo was, a business entity registered by and under
8 the laws of the State of Delaware. YayYos principal place of business is in Los
9 Angeles, California.
10 2. Hurst Capital, LLLP (Hurst Capital) was, at all times relevant to this
11 Complaint, a limited liability limited partnership registered by and under the laws of the
12 State of Florida. In Florida public filings, Hurst Capital has identified its principal
13 place of business as being located at 1771 Ringling Blvd., Unit 1007, Sarasota, Florida
14 34236. At the time of filing this Complaint, Hurst Capitals public website lists its
15 business address as 1661 Ringling Blvd., Suite 3986, Sarasota, Florida, 34230. On
16 information and belief, YayYo alleges that Hurst Capital is a private equity firm,
17 investing in companies predominantly in the technology and consumer goods sectors.
18 During the summer of 2016, YayYo hired Hurst Capital to develop, create, launch, and
19 run its mobile applications and website for consumer use, business development, and
20 marketing. To date, YayYo has paid Hurst Capital approximately $76,802 for these
21 services despite the fact that YayYo has yet to deliver usable work product as promised.
22 3. Austin Hurst (Austin) is, and at all times relevant to this Complaint was,
23 an individual stated residing in Las Vegas, Nevada and in various cities throughout
24 Florida. Austin co-founded Hurst Capital with his twin brother, defendant Zach Hurst,
25 and serves as its Managing General Partner. During 2016, Austin made fraudulent
26 representations to YayYo in order to induce it to enter into a deal with Hurst Capital.
27 Thereafter, Austin continued to make fraudulent representations to YayYo in order to
28 persuade YayYo to pay hundreds of thousands of dollars for work that was either never

2
COMPLAINT FOR DAMAGES
Case 2:16-cv-08653 Document 1 Filed 11/21/16 Page 3 of 23 Page ID #:3

1 completed or incapable of being performed as Austin represented. On information and


2 belief, Austin conspired with his co-Defendants in this action to defraud YayYo and to
3 steal and/or convert approximately $800,000 for Defendants collective personal gain
4 and benefit.
5 3. Zach Hurst (Zach) is, and at all times relevant to this Complaint was an
6 individual stated residing in Las Vegas, Nevada and in various cities throughout
7 Florida. Zach co-founded Hurst Capital with his twin brother, Austin, and serves as
8 Hurst Capitals Managing Partner. During 2016, Zach made fraudulent representations
9 to YayYo in order to induce it to enter into a deal with Hurst Capital. Thereafter, Zach
10 continued to make fraudulent representations to YayYo in order to persuade YayYo to
11 pay hundreds of thousands of dollars for work that was either never completed or
12 incapable of being performed as Zack represented. On information and belief, Zach
13 conspired with his co-Defendants in this action to defraud YayYo and to steal and/or
14 convert approximately $800,000 for Defendants collective personal gain and benefit.
15 4. Defendant Ryan Patrick OConnor (OConnor) is, and at all times
16 relevant to this Complaint was, an individual residing in the State of Florida. During
17 2016, YayYo hired OConnor, as an independent contractor, upon Hurst Capitals,
18 Austins, and Zachs advice and direction. OConnor was engaged to provide
19 technology development and programming services in connection with planning,
20 building, and launching YayYos mobile applications and website. To date, YayYo has
21 paid OConnor approximately $154,820 for his services. On information and belief,
22 OConnor conspired with his co-Defendants in this action to defraud YayYo and steal
23 and/or convert approximately $800,000 for Defendants collective personal gain and
24 benefit.
25 5. Defendant Scott Carl Edwards (Edwards) is, and at all times relevant to
26 this Complaint was, an individual residing in the State of Oregon. During 2016, YayYo
27 hired Edwards, as an independent contractor, upon Hurst Capitals, Austins, and
28 Zachs advice and direction. Edwards was engaged to provide technology development

3
COMPLAINT FOR DAMAGES
Case 2:16-cv-08653 Document 1 Filed 11/21/16 Page 4 of 23 Page ID #:4

1 and programming services in connection with planning, building, and launching


2 YayYos mobile applications and website. To date, YayYo has paid Edwards
3 approximately $17,550 for his services. On information and belief, Edwards conspired
4 with his co-Defendants in this action to defraud YayYo and steal and/or convert
5 approximately $800,000 for Defendants collective personal gain and benefit.
6 6. Defendant Robert Lisiescki (Lisiescki) is, and at all times relevant to this
7 Complaint was, an individual residing in the State of Florida. During 2016, YayYo
8 hired Lisiescki, as an independent contractor, upon Hurst Capitals, Austins, and
9 Zachs advice and direction. Lisiescki was engaged to provide technology development
10 and programming services in connection with planning, building, and launching
11 YayYos mobile applications and website. To date, YayYo has paid Lisiescki
12 approximately $60,605 for his services. On information and belief, Lisiescki conspired
13 with his co-Defendants in this action to defraud YayYo and steal and/or convert
14 approximately $800,000 for Defendants collective personal gain and benefit.
15 7. Defendant Christopher John Gilbert (Gilbert) is, and at all times relevant
16 to this Complaint was, an individual residing in the State of Florida. During 2016,
17 YayYo hired Gilbert, as an independent contractor, upon Hurst Capitals, Austins, and
18 Zachs advice and direction. Gilbert was engaged to provide technology development
19 and programming services in connection with planning, building, and launching
20 YayYos mobile applications and website. To date, YayYo has paid Gilbert
21 approximately $51,250 for his services. On information and belief, Gilbert conspired
22 with his co-Defendants in this action to defraud YayYo and steal and/or convert
23 approximately $800,000 for Defendants collective personal gain and benefit.
24 8. Defendant Joseph Andreini III (Andreini) is, and at all times relevant to
25 this Complaint was, an individual residing in the State of Florida. During 2016, YayYo
26 hired Andreini, as an independent contractor, upon Hurst Capitals, Austins, and
27 Zachs advice and direction. Andreini was engaged to provide technology development
28 and programming services in connection with planning, building, and launching

4
COMPLAINT FOR DAMAGES
Case 2:16-cv-08653 Document 1 Filed 11/21/16 Page 5 of 23 Page ID #:5

1 YayYos mobile applications and website. To date, YayYo has paid Andreini
2 approximately $13,000 for his services. On information and belief, Andreini conspired
3 with his co-Defendants in this action to defraud YayYo and steal and/or convert
4 approximately $800,000 for Defendants collective personal gain and benefit.
5 9. Defendant Joseph Hoffman (Hoffman) is, and at all times relevant to this
6 Complaint was, an individual residing in the State of Florida. During 2016, YayYo
7 hired Hoffman, as an independent contractor, upon Hurst Capitals, Austins, and
8 Zachs advice and direction. Hoffman was engaged to provide technology development
9 and programming services in connection with planning, building, and launching
10 YayYos mobile applications and website. To date, YayYo has paid Hoffman
11 approximately $45,180 for his services. On information and belief, Hoffman conspired
12 with his co-Defendants in this action to defraud YayYo and steal and/or convert
13 approximately $800,000 for Defendants collective personal gain and benefit.
14 10. The true names and capacities of Defendants sued herein as Does 1
15 through 25, inclusive, are unknown to YayYo who therefore sue such Defendants by
16 such fictitious names. YayYo alleges that each fictitiously named Defendant acted or
17 failed to act in such a manner that each has contributed in proximately causing the
18 damages to YayYo as herein alleged. YayYo will seek leave of Court to amend this
19 Complaint to set forth their true names and capacities when ascertained.
20 II.
21 ALTER EGO ALLEGATIONS
22 11. YayYo is informed and believes, and thereon alleges, that each of the
23 Defendants sued herein, including those named herein as Does, are the agents, servants,
24 employees, licensees, guarantees, invitees, or assignees of each other, and in doing the
25 things herein alleged acted within the course and scope of such agency, employment
26 guaranty, assignment, license, invitation and/or relationship and with the full knowledge
27 and consent of the remaining Defendants.
28

5
COMPLAINT FOR DAMAGES
Case 2:16-cv-08653 Document 1 Filed 11/21/16 Page 6 of 23 Page ID #:6

1 12. YayYo alleges that Austin and Zach are, and at all times relevant to the
2 Complaint were, Hurst Capitals alter egos. YayYo is informed and believes, and on
3 that basis alleges, that Austin and/or Zach have at all times exercised control and
4 dominion over Hurst Capital, with a disregard for the separate legal status of these
5 entities for the purpose of, among other things, defrauding YayYo, avoiding payments
6 due to YayYo and other vendors and contractors, and otherwise accomplishing some
7 other wrongful or inequitable purpose to YayYos detriment. YayYo is informed and
8 believes and on that basis alleges that there was a comingling of funds or other assets,
9 identical equitable ownership, inadequate capitalization, disregard of corporate
10 formalities, and a lack of segregation of corporate records as among Austin, Zach, and
11 Hurst Capital.
12 13. Adherence to the fiction of the separate existence of Hurst Capital as a
13 separate entity distinct from Austin and/or Zach, would permit an abuse of the corporate
14 privilege and would sanction fraud and promote injustice.
15 III.
16 JURISDICTION AND VENUE
17 14. This Court has diversity jurisdiction over the parties pursuant to 28 U.S.C.
18 1332 because YayYo is a residence of California and no other parties to this action
19 also reside in California. YayYo is the sole California citizen. All Defendants reside in
20 other states and/or are citizens of other states. Because YayYo resides in a different
21 state than Defendants and the amount in controversy exceeds $75,000, this action is
22 properly before this Court.
23 15. Pursuant to 28 U.S.C. 1391, subdivision (b)(2) and (c)(2), venue is
24 proper in this district because a substantial part of the events giving rise to this lawsuit
25 occurred in this judicial district. Further, venue is also proper in this court because
26 Defendants have extensive contacts with, and conduct business within this judicial
27 district and have caused YayYo to sustain damages, as described herein.
28 IV.

6
COMPLAINT FOR DAMAGES
Case 2:16-cv-08653 Document 1 Filed 11/21/16 Page 7 of 23 Page ID #:7

1 GENERAL ALLEGATIONS
2 16. During 2015, Ramy El-Batrawi (Mr. El-Batrawi) began developing an
3 idea for a mobile application and website that offered customers a new way to interface
4 with ride-sharing and on-demand driving services. He envisioned a product that
5 allowed customers to compare available pricing, real-time, offered by various driving
6 and ride-sharing services and to then book their trip through his product. Mr. El-
7 Batrawi also envisioned other product safety features and benefits that customers would
8 enjoy by booking through and using his service.
9 17. Mr. El-Batrawi established YayYo as the entity through which he would
10 bring the idea to market. Mr. El-Batrawi had no prior substantive experience in the
11 technology or software industries. During June of 2016, he began researching
12 companies YayYo could hire to create the mobile application and website he
13 envisioned. One of his contacts recommended that he meet with Austin and Zach of
14 Hurst Capital. The contact indicated that Austin and Zach had extensive experience in
15 the software and technology industries and touted their successful history launching
16 various mobile applications and technology-based consumer products. Mr. El-Batrawi
17 therefore agreed to a meeting.
18 18. During mid-June 2016, Mr. El-Batrawi, acting on YayYos behalf, met
19 with Austin, who was representing Hurst Capital, at the W Hotel in Hollywood,
20 California. During this meeting, Mr. El-Batrawi shared his idea and explained that
21 YayYo was looking to hire a company that could build the mobile application and
22 website needed to bring this idea to market. Austin jumped at the chance. Austin
23 claimed that through Hurst Capital, he and his brother had successfully built and
24 launched numerous mobile applications such as Celebvidy. Austin spoke highly of
25 his team in Miami, insisted that he along with Zach and Hurst Capital were experts in
26 the field, and promised that they could build an application and website that performed
27 exactly how Mr. El-Batrawi envisioned. Austin stated that Hurst Capital could
28 complete the project by September 1st and that it would cost YayYo $150,000 for both

7
COMPLAINT FOR DAMAGES
Case 2:16-cv-08653 Document 1 Filed 11/21/16 Page 8 of 23 Page ID #:8

1 the website and a mobile application that worked on both the Apple and Android
2 platforms.
3 19. Within a couple of weeks of the first meeting, Mr. El-Batrawi had a second
4 meeting with Hurst Capital. This time, both Austin and Zach attended. They met at a
5 caf in Beverly Hills, California and further discussed a potential deal between YayYo
6 and Hurst Capital in which Hurst Capital would create, develop, and finalize YayYos
7 website and mobile applications. Again, Austin represented that they (meaning he,
8 Zach, Hurst Capital and their team) could unequivocally create a website and mobile
9 application that could accomplish exactly that Mr. El-Batrawi envisioned. Zach also
10 spoke throughout the meeting, confirming too that Hurst Capital and their team were
11 experts in coding, developing software and programming. Both Austin and Zach
12 represented that they were capable of developing code and programming that could
13 access real-time pricing offered by all ride-sharing and private ride services (such as
14 Uber and Lyft). Austin and Zach specifically guaranteed that they had the know-how
15 and technology experience to accomplish the specific product features Mr. El-Batrawi
16 explained. Austin and Zach both also promised that they, through Hurst Capital, could
17 complete the project and that the website and application would be fully up to speed and
18 ready for final customer launch on September 1, 2016. When discussing the cost,
19 Austin and Zach represented that the price would be somewhere between $150,000 to
20 $250,000. They were clear that the cost would never exceed $250,000.
21 20. Soon thereafter, Austin and Zach insisted that Mr. El-Batrawi meet their
22 team of developers and technology staff in Florida. They claimed Mr. El-Batrawi
23 would be impressed with their team and that this meeting would solidify Hurst Capital
24 as the right company for YayYos job. Mr. El-Batrawi obliged their request and
25 traveled to Florida to meet Hurst Capitals team. Mr. El-Batrawi met with Austin and
26 OConnor at a restaurant around Orlando, Florida. He spent time once again discussing
27 the intricacies of the product YayYo envisioned. Mr. El-Batrawi specifically discussed
28 the fact that YayYo needed to be able to access real-time, accurate pricing options

8
COMPLAINT FOR DAMAGES
Case 2:16-cv-08653 Document 1 Filed 11/21/16 Page 9 of 23 Page ID #:9

1 available to the public via all ride-sharing and private ride applications so that they
2 could offer these prices to the consumer. Mr. El-Batrawi emphasized that the pricing
3 needed to be correct, and updated to reflect exactly what prices and options were
4 available to a customer, at any given time, for any ride sought. Mr. El-Batrawi also
5 discussed that YayYos product needed to interface with these ride-sharing and private
6 ride applications (such as Uber and Lyft) so that its customers could book rides with
7 these carriers through YayYos application. Austin emphatically confirmed that Hurst
8 Capitals team absolutely could accomplish these objectives. OConnor also
9 specifically represented that he, along with Hurst Capitals team could accomplish
10 these objectives. Austin and OConnor discussed various technology avenues available
11 to achieve these product features. They touted their experience in this industry and
12 insisted these were completely accomplishable objections. Never once did Austin,
13 Zach, or OConnor ever state verbally or in writing that it would be impossible for
14 them to build the product YayYo wanted to bring to market. To the contrary, they
15 assured Mr. El-Batrawi that they could make YayYos vision a reality and that they
16 could do so by September 1st for no more than $250,000.
17 21. Following these meetings, in reliance on Austins, Zachs, and OConnors
18 express representations, YayYo entered into an agreement with Hurst Capital to build
19 YayYos website and mobile applications and to have both fully complete and
20 operational by September 1, 2016, in exchange for compensation not to exceed
21 $250,000.
22 22. YayYo relied on Austins, Zachs and OConnors representations to its
23 detriment. Among other things, YayYo solicited funding from various investors, spent
24 $500,000+ on marketing materials and promotional spots, operations and made deals
25 with various investors and third parties to raise further capital and generate market
26 interest in YayYos product. Unfortunately for YayYo, it turned out that Austins,
27 Zachs, and OConnors representations were false, that it was impossible for Hurst
28

9
COMPLAINT FOR DAMAGES
Case 2:16-cv-08653 Document 1 Filed 11/21/16 Page 10 of 23 Page ID #:10

1 Capital to provide the deliverables as promised, and that Defendants were conspiring all
2 along to defraud YayYo to the tune of $800,000, all for their personal gain and benefit.
3 23. After YayYo hired Hurst Capital and Hurst Capitals team which was
4 comprised of Defendants YayYo learned that they had been the victim of a bait and
5 switch. It turned out that Defendants were utterly incapable of providing the
6 deliverables they promised. Despite Defendants representations and proclamations to
7 the contrary, it was actually impossible for them to access real-time, continuously
8 updated pricing from available ride-sharing and private-ride services in the area. This
9 was the key component of YayYos product it. Without it, the product was useless.
10 Defendants were also far from the experts they claimed to be in the technology and
11 software industries. They created a website that was fraught with errors and bugs, so
12 much so that YayYo had to hire a new company to completely retool the website so that
13 it functioned properly. Defendants work product on the mobile applications was even
14 more useless.
15 24. Over the course of July to October 2016, Defendants continued to insist
16 that YayYo pay more and more money in order to cover the cost of hiring additional
17 engineers. Defendants claimed that they needed to hire more and/or different people to
18 provide the product they initially promised to deliver on September 1, 2016 and for no
19 more than $250,000. Defendants missed their deliverable deadline and forced YayYo
20 to pay it an additional $550,000 through nonstop invoices for additional engineers and
21 services it insisted were necessary to complete the application.
22 25. Some five months and $800,000 later, YayYo realized it had been duped.
23 Defendants still did not have a functioning product, the work they had claimed to
24 complete was entirely useless and in the end, YayYo had absolutely nothing to show for
25 the time and money it spent relying on Defendants representations. YayYo ultimately
26 had to hire a new team of experts to build its product from scratch.
27 26. To date, YayYo is still recovering from the damages Defendants caused.
28 Its product launch has been delayed. It has lost out on millions of dollars in funding

10
COMPLAINT FOR DAMAGES
Case 2:16-cv-08653 Document 1 Filed 11/21/16 Page 11 of 23 Page ID #:11

1 and capital investments due to Defendants shortcomings. It has lost out on other viable
2 income generating opportunities because it did not have a working product by
3 September 1st as Defendants guaranteed. YayYo suffered additional out of pocket
4 losses in increased costs, wasted opportunities, and money spent on marketing and
5 launch tasks.
6 27. To date, YayYo is still picking up the pieces of Defendants destruction.
7 YayYo is undertaking significant efforts to get its product back on track and salvage the
8 vision it had for changing the way in which consumers travel.
9 V.
10 CLAIMS FOR RELIEF
11 FIRST CLAIM FOR RELIEF
12 FRAUD
13 (Against all Defendants)
14 28. YayYo realleges and incorporates by reference all paragraphs alleged in
15 this Complaint as though fully set forth herein.
16 29. Defendants, through words and writings, have made several
17 misrepresentations, nondisclosures, and/or concealment of material facts to YayYo with
18 the intent of causing the company harm and obtaining a personal gain. These
19 misrepresentations were known, or through reasonable care, should have been known,
20 by Defendants to be false and material and Defendants intended for these
21 misrepresentations to mislead YayYo. Defendants also intended that YayYo rely on
22 their misrepresentations, which YayYo did to its detriment.
23 30. Defendants made misrepresentations and promises regarding their
24 capabilities, their technology and software experience, the total charges they would seek
25 YayYo to pay, work they claim to have been performing, and the realistic options for
26 creating the product YayYo desired.
27 31. Defendants made these misrepresentations and promises without any
28 intention of performing them. Each of the promises and misrepresentations identified

11
COMPLAINT FOR DAMAGES
Case 2:16-cv-08653 Document 1 Filed 11/21/16 Page 12 of 23 Page ID #:12

1 herein were knowingly false when made. Defendants knew that it was impossible to
2 create a mobile application that had continuously updated, real-time pricing figures for
3 ride-sharing and private ride services available on the market. Defendants also knew
4 that it was impossible to provide completed products by September 1, 2016, that their
5 team lacked the experience and expertise to provide YayYos requested deliverables,
6 and that the entire project would cost less than $250,000.
7 32. Defendants intended to induce and deceive YayYo for their own personal
8 gain; to, among other things, obtain YayYos money so that they could fund other
9 personal projects and pay for perks and a lavish lifestyle. Defendants knew that Mr. El-
10 Batrawi was inexperienced in the technology and software industries and relied on this
11 to take full advantage of YayYo. Had Defendants been honest from the beginning,
12 YayYo would have continued researching other development teams and/or modified its
13 product from the beginning. Had Defendants been honest, YayYo would not have paid
14 them $800,000 to get nothing of use in return.
15 33. YayYo was not aware that Defendants representations and promises were
16 false when they made them. YayYo trusted Defendants and believed in their ability to
17 fulfill the promises as made. YayYo believed the representations Defendants made
18 regarding their experience, credentials, know-how, and capability to deliver the
19 products as YayYo described, on time, and within budget.
20 34. YayYo justifiably relied on Defendants representations when it agreed to
21 enter into an agreement for their services and when it continued to pay them nearly
22 $800,000 over the course of nearly five months.
23 35. As a result of Defendants fraudulent representations, made to induce
24 YayYo to take action in reliance thereon, YayYo sustained significant monetary
25 damages of at least $1.2 million including, but not limited to, YayYos out of pocket
26 loss, monies paid to Defendants, lost economic benefits, lost funding, and reliance
27 damages. YayYo is therefore entitled to seek damages in an amount to be proven at
28 trial.

12
COMPLAINT FOR DAMAGES
Case 2:16-cv-08653 Document 1 Filed 11/21/16 Page 13 of 23 Page ID #:13

1 36. Moreover, Defendants conduct was malicious, intentional, and


2 outrageous, and constituted a willful and wanton disregard for YayYos rights in that
3 Defendants schemed, planned, and perpetrated a bait and switch scam as alleged herein
4 above. Defendants conduct was specifically directed at YayYo, with an aim toward
5 draining the company of every dollar possible for Defendants own personal gain and
6 benefit. Punitive damages, in an amount sufficient to punish Defendants and
7 discourage them from engaging in this type of conduct in the future, are warranted.
8 SECOND CLAIM FOR RELIEF
9 FRAUDULENT INDUCEMENT
10 (Against all Defendants)
11 37. YayYo realleges and incorporates by reference all paragraphs alleged in
12 this Complaint as though fully set forth herein.
13 38. Defendants fraudulently induced YayYo to hire Defendants and engage
14 their services to build, develop, and launch YayYos product despite the fact that
15 Defendants were utterly incapable of performing as promised and providing the specific
16 deliverables YayYo requested. Defendants made misrepresentations and promises
17 regarding their capabilities, their technology and software experience, the total charges
18 they would seek YayYo to pay, work they claim to have been performing, and the
19 realistic options for creating the product YayYo desired.
20 39. Defendants made these misrepresentations and promises without any
21 intention of performing them. Each of the promises and misrepresentations identified
22 herein were knowingly false when made. Defendants knew that it was impossible to
23 create a mobile application that had continuously updated, real-time pricing figures for
24 ride-sharing and private ride services available on the market. Defendants also knew
25 that it was impossible to provide completed products by September 1, 2016, that their
26 team lacked the experience and expertise to provide YayYos requested deliverables,
27 and that the entire project would cost less than $250,000.
28

13
COMPLAINT FOR DAMAGES
Case 2:16-cv-08653 Document 1 Filed 11/21/16 Page 14 of 23 Page ID #:14

1 40. Defendants intended to induce and deceive YayYo for their own personal
2 gain; to, among other things, obtain YayYos money so that they could fund other
3 personal projects and pay for perks and a lavish lifestyle. Defendants knew that Mr. El-
4 Batrawi was inexperienced in the technology and software industries and relied on this
5 to take full advantage of YayYo. Had Defendants been honest from the beginning,
6 YayYo would have continued researching other development teams, would have never
7 hired Defendants, and/or modified its product from the beginning. Had Defendants
8 been honest, YayYo would not have paid Defendants $800,000.
9 41. YayYo was not aware that Defendants representations and promises were
10 false when they made them. YayYo trusted Defendants and believed in their ability to
11 fulfill the promises as made. YayYo believed the representations Defendants made
12 regarding their experience, credentials, know-how, and capability to deliver the
13 products as YayYo described, on time, and within budget.
14 42. YayYo justifiably relied on Defendants representations when it agreed to
15 enter into an agreement for their services and when it continued to pay them nearly
16 $800,000 over the course of nearly five months.
17 43. As a result of Defendants fraudulent representations, made to induce
18 YayYo to take action in reliance thereon, YayYo sustained significant monetary
19 damages of at least $1.2 million including, but not limited to, YayYos out of pocket
20 loss, monies paid to Defendants, lost economic benefits, lost funding, and reliance
21 damages. YayYo is therefore entitled to seek damages in an amount to be proven at
22 trial.
23 44. Moreover, Defendants conduct was malicious, intentional, and
24 outrageous, and constituted a willful and wanton disregard for YayYos rights in that
25 Defendants schemed, planned, and perpetrated a bait and switch scam as alleged herein
26 above. Defendants conduct was specifically directed at YayYo, with an aim toward
27 draining the company of every dollar possible for Defendants own personal gain and
28

14
COMPLAINT FOR DAMAGES
Case 2:16-cv-08653 Document 1 Filed 11/21/16 Page 15 of 23 Page ID #:15

1 benefit. Punitive damages, in an amount sufficient to punish Defendants and


2 discourage them from engaging in this type of conduct in the future, are warranted.
3 THIRD CLAIM FOR RELIEF
4 FRAUDULENT CONCEALMENT
5 (Against all Defendants)
6 45. YayYo realleges and incorporates by reference all paragraphs alleged in
7 this Complaint as though fully set forth herein.
8 46. Defendants fraudulently concealed certain facts from YayYo in order to
9 defraud the company and bilk them of $800,000 in payments. Specifically, Defendants
10 concealed the fact that it was impossible for them to obtain continuously updated, real-
11 time information about pricing being offered by various ride-sharing and private ride
12 companies on any given day and time. Defendants concealed, in essence, that they
13 could never provide YayYo with the key deliverable the key component to the
14 product YayYo was created to develop and take to market. Defendants also concealed
15 the truth about their experience and abilities when it came to technology and application
16 design and construction. Defendants also knew that it was impossible to provide
17 completed products by September 1, 2016, that their team lacked the experience and
18 expertise to provide YayYos requested deliverables, and that the entire project would
19 cost less than $250,000.
20 47. Defendants concealed these facts from YayYo, despite their knowing the
21 truth all along.
22 48. Defendants concealed these facts so that YayYo would enter into an
23 agreement with them and pay them $800,000 over the course of five months.
24 Defendants undertook these actions for their own personal gain; to, among other things,
25 obtain money so that they could fund other personal projects and pay for perks and a
26 lavish lifestyle. Defendants knew that Mr. El-Batrawi was inexperienced in the
27 technology and software industries and relied on this to take full advantage of YayYo.
28 Had Defendants been honest and forthcoming from the beginning, YayYo would have

15
COMPLAINT FOR DAMAGES
Case 2:16-cv-08653 Document 1 Filed 11/21/16 Page 16 of 23 Page ID #:16

1 continued researching other development teams and/or modified its product from the
2 beginning. YayYo would have never hired Defendants had Defendants not concealed
3 these material facts, nor would YayYo have paid them $800,000.
4 49. YayYo was not aware that Defendants were concealing material facts.
5 YayYo trusted Defendants and believed that they were being honest and forthright in
6 their communications. YayYo justifiably relied on Defendants representations when it
7 agreed to enter into an agreement for their services and when it continued to pay
8 Defendants nearly $800,000 over the course of nearly five months.
9 50. As a result of Defendants fraudulent concealment, YayYo sustained
10 significant monetary damages of at least $1.2 million including, but not limited to,
11 YayYos out of pocket loss, monies paid to Defendants, lost economic benefits, lost
12 funding, and reliance damages. YayYo is therefore entitled to seek damages in an
13 amount to be proven at trial.
14 51. Moreover, Defendants conduct was malicious, intentional, and
15 outrageous, and constituted a willful and wanton disregard for YayYos rights in that
16 Defendants schemed, planned, and perpetrated a bait and switch scam as alleged herein
17 above. Defendants conduct was specifically directed at YayYo, with an aim toward
18 draining the company of every dollar possible for Defendants own personal gain and
19 benefit. Punitive damages, in an amount sufficient to punish Defendants and
20 discourage them from engaging in this type of conduct in the future, are warranted.
21 FOURTH CLAIM FOR RELIEF
22 NEGLIGENT MISREPRESENTATION
23 (Against all Defendants)
24 52. YayYo realleges and incorporates by reference all paragraphs alleged in
25 this Complaint as though fully set forth herein.
26 53. As alleged herein, Defendants made several misrepresentations to YayYo,
27 intending to cause the company harm. Among other things, Defendants falsely
28 represented that they could and would produce a website and mobile application that

16
COMPLAINT FOR DAMAGES
Case 2:16-cv-08653 Document 1 Filed 11/21/16 Page 17 of 23 Page ID #:17

1 met YayYos product requirements, that they would complete the work by September 1,
2 2016, that the project would not cost more than $250,000, that they would provide
3 YayYo with a financial model, that the money YayYo provided to Hurst Capital was
4 being used exclusively to pay its tech engineers, and that the work represented on
5 invoices Hurst Capital provided was in fact completed.
6 54. Defendants did not have any reasonable grounds to believe that their
7 misrepresentations were true at the time they made them. Defendants conduct
8 throughout the course of the engagement demonstrates that they never intended to
9 uphold the promises made to induce YayYo to enter into an agreement with Hurst
10 Capital in the first place, and to thereafter continue making payments for work allegedly
11 performed
12 55. Defendants made these misrepresentations intending that YayYo rely on
13 them. YayYo did rely on Defendants representations and this reliance was a
14 substantial factor in causing its harm.
15 56. YayYo was not aware that Defendants representations and promises were
16 false when they made them. YayYo trusted Defendants and believed in their ability to
17 fulfill the promises as made. YayYo believed the representations Defendants made
18 regarding their experience, credentials, know-how, and capability to deliver the
19 products as YayYo described, on time, and within budget.
20 57. YayYo justifiably relied on Defendants representations when it agreed to
21 enter into an agreement for their services and when it continued to pay them nearly
22 $800,000 over the course of nearly five months.
23 58. As a result of Defendants fraudulent representations, made to induce
24 YayYo to take action in reliance thereon, YayYo sustained significant monetary
25 damages of at least $1.2 million including, but not limited to, YayYos out of pocket
26 loss, monies paid to Defendants, lost economic benefits, lost funding, and reliance
27 damages. YayYo is therefore entitled to seek damages in an amount to be proven at
28 trial.

17
COMPLAINT FOR DAMAGES
Case 2:16-cv-08653 Document 1 Filed 11/21/16 Page 18 of 23 Page ID #:18

1 59. Moreover, Defendants conduct was malicious, intentional, and


2 outrageous, and constituted a willful and wanton disregard for YayYos rights in that
3 Defendants schemed, planned, and perpetrated a bait and switch scam as alleged herein
4 above. Defendants conduct was specifically directed at YayYo, with an aim toward
5 draining the company of every dollar possible for Defendants own personal gain and
6 benefit. Punitive damages, in an amount sufficient to punish Defendants and
7 discourage them from engaging in this type of conduct in the future, are warranted.
8 FIFTH CLAIM FOR RELIEF
9 UNFAIR BUSINESS PRACTICES
10 (Against all Defendants)
11 60. YayYo realleges and incorporates by reference all paragraphs alleged in
12 this Complaint as though fully set forth herein.
13 61. Business and Professions Code section 17200 protects competitors from
14 fraudulent, illegal, and unfair business practices. Specifically, this section defines
15 unfair competition to include any unlawful, unfair or fraudulent business act or
16 practice including any unfair, deceptive, untrue or misleading advertising. (Bus. &
17 Prof. Code, 17200.)
18 62. Defendants engaged in unfair business practices by, among other things,
19 engaging in the fraudulent acts described herein above. Defendants also engaged in
20 unfair business practices with their deceptive, untrue, and misleading advertising of its
21 services and capabilities in the technology and application/website development
22 industries. Despite Defendants advertising of their expertise and experience, they were
23 incapable of providing the promised deliverables. Defendants work product was
24 subpar in some respects and, completely useless in others.
25 63. After spending $800,000 on Defendants services, YayYo was left with a
26 defective website and a purported mobile application that failed in its most basic
27 functions, could not access continuous real-time pricing for any ride-sharing or private
28

18
COMPLAINT FOR DAMAGES
Case 2:16-cv-08653 Document 1 Filed 11/21/16 Page 19 of 23 Page ID #:19

1 ride services. YayYo had to hire a new team of contractors to retool its website and
2 build the mobile applications from scratch.
3 64. Defendants engaged in these unfair business practices and unfair
4 competition actions all to YayYos detriment. As a result of Defendants fraudulent
5 representations, made to induce YayYo to take action in reliance thereon, YayYo
6 sustained significant monetary damages of at least $1.2 million including, but not
7 limited to, YayYos out of pocket loss, monies paid to Defendants, lost economic
8 benefits, lost funding, and reliance damages. YayYo is therefore entitled to seek
9 damages in an amount to be proven at trial.
10 SIXTH CLAIM FOR RELIEF
11 INTENTIONAL INTERFERENCE WITH CONTRACTUAL RELATIONS
12 (Against all Defendants)
13 65. YayYo realleges and incorporates by reference all paragraphs alleged in
14 this Complaint as though fully set forth herein.
15 66. YayYo realleges and incorporates by reference all paragraphs alleged in
16 this Complaint as though fully set forth herein.
17 67. During the June to October 2016 time period, YayYo was in various
18 contractual relationships with various investors, marketing agencies, and third parties
19 all aimed at developing, marketing, and launching YayYos product. YayYo stood to
20 generate revenue, obtain funding, and gain an economic benefit through this
21 relationships. Defendants knew of these economic relationships and intended to disrupt
22 them.
23 68. Defendants engaged in wrongful conduct by making misrepresentations to
24 YayYo, failing to provide deliverables on the dates agreed, failing to provide some
25 deliverables at all, and engaging in other fraudulent behavior as set forth herein above.
26 69. Defendants wrongful conduct disrupted YayYos relationships with these
27 third parties.
28

19
COMPLAINT FOR DAMAGES
Case 2:16-cv-08653 Document 1 Filed 11/21/16 Page 20 of 23 Page ID #:20

1 70. YayYo was harmed as a result of Defendants conduct. Such harm


2 includes lost funding opportunities, income, and other economic gain.
3 71. Defendants conduct was a substantial factor in causing YayYos harm.
4 SEVENTH CLAIM FOR RELIEF
5 INTENTIONAL INTEFERENCE WITH PROSPECTIVE
6 ECONOMIC RELATIONS
7 (Against all Defendants)
8 72. YayYo realleges and incorporates by reference all paragraphs alleged in
9 this Complaint as though fully set forth herein.
10 73. During the June to October 2016 time period, YayYo was in an economic
11 relationship with various investors, marketing agencies, and third parties all aimed at
12 developing, marketing, and launching YayYos product. YayYo stood to generate
13 revenue, obtain funding, and gain an economic benefit through this relationships.
14 Defendants knew of these economic relationships and intended to disrupt them.
15 74. Defendants engaged in wrongful conduct by making misrepresentations to
16 YayYo, failing to provide deliverables on the dates agreed, failing to provide some
17 deliverables at all, and engaging in other fraudulent behavior as set forth herein above.
18 75. Defendants wrongful conduct disrupted YayYos relationships with these
19 third parties.
20 76. YayYo was harmed as a result of Defendants conduct. Such harm
21 includes lost funding opportunities, income, and other economic gain.
22 77. Defendants conduct was a substantial factor in causing YayYos harm.
23 EIGHTH CLAIM FOR RELIEF
24 NEGLIGENT INTERFERENCE WITH PROSPECTIVE ECONOMIC
25 RELATIONS
26 (Against all Defendants)
27 78. YayYo realleges and incorporates by reference all paragraphs alleged in
28 this Complaint as though fully set forth herein.

20
COMPLAINT FOR DAMAGES
Case 2:16-cv-08653 Document 1 Filed 11/21/16 Page 21 of 23 Page ID #:21

1 79. During the June to October 2016 time period, YayYo was in an economic
2 relationship with various investors, marketing agencies, and third parties all aimed at
3 developing, marketing, and launching YayYos product. YayYo stood to generate
4 revenue, obtain funding, and gain an economic benefit through these relationships.
5 80. Defendants knew or should have known of these economic relationships.
6 Defendants knew or should have known that these relationships would be disrupted if
7 they did not act with reasonable care. Defendants failed to act with reasonable care.
8 81. Defendants engaged in wrongful conduct by making misrepresentations to
9 YayYo, failing to provide deliverables on the dates agreed, failing to provide some
10 deliverables at all, and engaging in other fraudulent behavior as set forth herein above.
11 82. Defendants wrongful conduct disrupted YayYos relationships with these
12 companies.
13 83. YayYo was harmed as a result of Defendants conduct. Such harm
14 includes lost funding opportunities, income, and other economic gain.
15 84. Defendants conduct was a substantial factor in causing YayYos harm.
16 NINTH CLAIM FOR RELIEF
17 CONVERSION
18 (Against all Defendants)
19 85. YayYo realleges and incorporates by reference all paragraphs alleged in
20 this Complaint as though fully set forth herein.
21 86. Defendants obtained YayYos funds, in the amounts set forth herein above,
22 despite not having completed the work they represented having done. Defendants
23 intentionally and substantially interfered with YayYos right to possess these funds by
24 tendering fraudulent invoicing for work not performed. Despite YayYos requests for
25 reimbursement of monies wrongfully tendered, to date, Defendants have not returned
26 YayYos money.
27 87. YayYo did not consent to Defendants conversion of its funds.
28

21
COMPLAINT FOR DAMAGES
Case 2:16-cv-08653 Document 1 Filed 11/21/16 Page 22 of 23 Page ID #:22

1 88. As a result of Defendants wrongful conversion of YayYos funds, the


2 company has sustained economic harm.
3 VI.
4 PRAYER FOR RELIEF
5 (As to All Claims for Relief)
6 YayYo prays for the following as to each claim for relief alleged herein:
7 1. For damages, of at least $1.2 million, to compensate YayYo for the out of
8 pocket expenses it incurred, money paid for services not performed, and reliance
9 damages;
10 2. For damages of at least $100 million to compensate YayYo for the lost
11 opportunities and prospective economic benefits YayYo suffered as a result of
12 Defendants wrongful conduct;
13 3. For additional compensatory damages in an amount according to proof at
14 the time of trial;
15 4. For punitive damages, in an amount sufficient to punish Defendants and
16 deter them from engaging in such wrongful conduct in the future, in an amount
17 according to proof but estimated to exceed $200 million;
18 5. For prejudgment interest and post-judgment interest according to law;
19 6. For reasonable attorneys fees;
20 7. For costs of suit incurred in this action; and
21 8. For such other and further relief as the Court deems proper and just.
22
23 Dated: November 21, 2016 KAEDIAN LLP
24
25
26 ____________________
NANNINA L. ANGIONI
27 Attorneys for Plaintiff,
YAYYO, INC., a Delaware corporation
28

22
COMPLAINT FOR DAMAGES
Case 2:16-cv-08653 Document 1 Filed 11/21/16 Page 23 of 23 Page ID #:23

1 VII.
2 DEMAND FOR JURY TRIAL
3 YayYo hereby demands a jury trial on all causes of action pending before this
4 Court in this matter.
5 Dated: November 21, 2016 KAEDIAN LLP
6
7
8 ____________________
NANNINA L. ANGIONI
9 Attorneys for Plaintiff,
YAYYO, INC., a Delaware corporation
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28

23
COMPLAINT FOR DAMAGES