Case 2:20-ap-01191-ER Doc 1 Filed 08/19/20 Entered 08/19/20 15:02:06 Desc
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`
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`Scott E. Blakeley (Bar No. 141418)
`SEB@BlakeleyLLP.com
`Sean Lowe (Bar No. 295653)
`SLowe@BlakeleyLLP.com
`BLAKELEY LLP
`18500 Von Karman Ave, Suite 530
`Irvine, California 92612
`Telephone: (949) 260-0611
`Fax: (949) 260-0613
`
`Attorneys for Plaintiff and Creditor
`Seneca Foods Corporation
`
`
`
`
`UNITED STATES BANKRUPTCY COURT
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`CENTRAL DISTRICT OF CALIFORNIA
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`LOS ANGELES DIVISION
`
` Case No.: 2:19-bk-20836 ER
` Adv. Nos.: 2:19-ap-01377-ER (lead case);
` ______________ (consolidated
` case)1
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`COMPLAINT FOR DAMAGES
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`In re: Michael Bonert and Vivien
` Bonert, Debtors
`
`
`Lead Case (Adv. No. 2:19-ap-01377-ER)
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`Packaging Corporation of America,
`
` Plaintiff,
`
` v.
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`Michael Bonert and Vivien Bonert, et al.,
`
` Defendants.
`
`Consolidated Case (Adv. No. ___ )
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`Seneca Foods Corporation,
`
`
` Plaintiff,
`
` v.
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`Michael Bonert and Vivien Bonert,
`
` Defendants.
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`
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`1 Consolidated pursuant to the Court’s Order in Case No. 2:19-bk-20836 ER (Dkt. No. 318).
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`COMPLAINT
`Adv. No. ______________
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`

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`Case 2:20-ap-01191-ER Doc 1 Filed 08/19/20 Entered 08/19/20 15:02:06 Desc
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`Plaintiff Seneca Foods Corporation (“Seneca”, or the “Plaintiff”) for its complaint
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`(“Complaint”) against defendants Michael Bonert (“Michael”) and Vivien Bonert (“Vivien”)
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`(together, the “Defendants”), alleges upon personal knowledge with respect to itself and its own
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`acts, and upon information and belief with respect to all other matters, as follows:
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`NATURE OF THE ACTION
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`1.
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`This action arises out of Michael and Vivien’s operation of interrelated companies
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`that were used to defeat the rights of creditors of Bonert’s Inc. – the now defunct pie-processing
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`company.
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`2.
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`The Plaintiff was one of these creditors. It provided Bonert’s with $172,451.93 in
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`goods for which it was not paid.
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`3.
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`The Plaintiff submitted a claim in the bankruptcy proceeding, In re Michael Bonert
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`and Vivien Bonert, Case No. 2:19-bk-20836 ER, which is pending in the United States Bankruptcy
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`Court for the Central District of California. The Bankruptcy Court consolidated that claim and
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`others and ordered the Plaintiff to file this adversary proceeding, which is consolidated with other
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`adversary proceedings. See Dkt. No. 318, Case No. 2:19-bk-20836 ER.
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`4.
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`The Plaintiff is a Delaware limited liability company headquartered in Atlanta,
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`THE PARTIES
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`Georgia.
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`5.
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`Non-party Bonert’s Inc. d/b/a Bonert’s Slice of Pie (“Bonert’s”) is a California
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`corporation headquartered in Los Angeles County, California.
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`6.
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`Non-party Bonert Management Company, Inc. (“BMC”) is a defunct California
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`corporation formerly headquartered in Los Angeles County, California. Its only shareholders are
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`Michael and Vivien.
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`7.
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`Non-party Bonert’s Jadasaha, LLC (“Jadasaha”) is a California limited liability
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`company based in Los Angeles County, California. Its members, including Michael and Vivien, are
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`only residents of California.
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`COMPLAINT
`Adv. No. ______________
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`

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`8.
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`Non-party Bonert’s MV, LLC (“MV”) is a California limited liability company based
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`in Los Angeles County, California. Its members, including Michael and Vivien, are only residents
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`of California.
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`9.
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`Non-party Bonert’s Mibon, LLC (“Mibon”) is a California limited liability company
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`based in Los Angeles County, California. Its members, including Michael and Vivien, are only
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`residents of California.
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`10.
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`Non-party Beefam, LLC (“Beefam”) is a California limited liability company based
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`in Los Angeles County, California. Its members, including Michael and Vivien, are only residents
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`of California.
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`11.
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`Non-party 3144 Bonert’s LLC (“3144”) is a California limited liability company
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`based in Los Angeles County, California. Its members, including Michael and Vivien, are only
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`residents of California.
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`12. Michael and Vivien are residents of Los Angeles County, California.
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`13.
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`The Plaintiff is unaware of the true names or capacities, whether individual,
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`corporate, associate or otherwise of the defendants sued herein as DOES 1 through 10, and
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`therefore, sues these defendants by such fictitious names, and alleges that each of said defendants
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`claim an interest in the property herein described and which is subject to this action. The Plaintiff
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`will amend this Complaint to allege their true names and capacities when they are ascertained.
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`JURISDICTION AND VENUE
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`14.
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`The Bankruptcy Court has jurisdiction of this action under 28 U.S.C. § 157(b)(1) and
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`§ 1334(a).
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`15.
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`16.
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`This action is a core proceeding under 28 U.S.C. § 157(b)(2)(B), (H), (I), and (O).
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`Jurisdiction over Michael and Vivien is proper because both are residents of Beverly
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`Hills, California, and they filed a bankruptcy petition, which this action arises from or relates to.
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`Regardless of whether this proceeding is core, non-core, or otherwise, the Plaintiff consents to the
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`entry of a final order and judgment by the Bankruptcy Court.
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`17.
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`Venue is proper under 28 U.S.C. § 1409(a) because this proceeding arises from or
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`relates to a bankruptcy proceeding.
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`COMPLAINT
`Adv. No. ______________
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`

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`FACTUAL ALLEGATIONS
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`1.
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`The Defendants’ relationships and their businesses.
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`18.
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`At all relevant times, Michael and Vivien have been married.
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`19. Michael established Bonert’s.
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`20.
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`At all relevant times, Michael owned 60% of Bonert’s personally, with 20%
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`ownership in the Darren Bonert 2010 Irrevocable Trust, 10% ownership in the Sara Casen 2010
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`Irrevocable Trust, and 10% ownership in the Hanna Bonert 2010 Irrevocable Trust. Each of these
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`trusts was established to benefit one of Michael’s children.
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`21.
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`22.
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`At all relevant times, Michael was the CEO and president of Bonert’s.
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`At all relevant times, Vivien was a full-time physician at a hospital in Los Angeles
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`who was not an employee of Bonert’s.
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`23.
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`At all relevant times, BMC was a shell corporation that did nothing other than serve
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`as a conduit for Michael to transfer funds from Bonert’s to himself.
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`24.
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`At all relevant times, MV, Mibon, Beefam, 3144, and Jadasaha each served as
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`holding companies for real estate.
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`25.
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`At all relevant times, Michael and Vivien owned, controlled, or both, MV, Mibon,
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`Beefam, 3144, and Jadasaha
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`26.
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`At all relevant times, Mibon, and Beefam provided short-term, interest-free loans to
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`Bonert’s.
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`2.
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`Bonert’s underlying indebtedness.
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`27.
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`In April 2016, the Plaintiff provided $172,451.93 of goods to Bonert’s (the
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`“Goods”).
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`company.
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`The Plaintiff and Bonert’s agreed to a price before any of the Goods were provided.
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`Bonert’s agreed to pay the Plaintiff $172,451.93 for the Goods.
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`The Goods were delivered as requested by Bonert’s.
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`Bonert’s owes the Plaintiff $172,451.93 for the Goods.
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`During July 2016, a receiver was appointed to manage Bonert’s. It is now a defunct
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`COMPLAINT
`Adv. No. ______________
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`

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`Case 2:20-ap-01191-ER Doc 1 Filed 08/19/20 Entered 08/19/20 15:02:06 Desc
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`3.
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`Michael and Vivien operated Bonert’s, BMC, MV, Mibon, Beefam, 3144, and
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`Jadasaha as a single business enterprise.
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`33.
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`At all relevant times, Michael and Vivien were the controlling owners of Bonert’s,
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`BMC, MV, Mibon, Beefam, 3144, and Jadasaha.
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`34.
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`As it’s only CEO and president or managing member, Michael had complete control
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`over Bonert’s, BMC, MV, Mibon, Beefam, 3144, and Jadasaha.
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`A. Michael and Vivien commingled assets and treated Bonert’s assets as if
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`they were their own.
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`35.
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`At all relevant times, check signing authority was restricted at Bonert’s, as checks
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`over $2,500 generally required a second signature, which effectively required a signature by
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`Michael.
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`36.
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`37.
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`As such, Michael personally controlled all of Bonert’s outgoing expenditures.
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`From at least the beginning of 2014 onwards, at fair valuations, the sum of Bonert’s
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`debts was greater than all of its assets.
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`38.
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`From at least the beginning of 2014 onwards, Bonert’s was generally not paying all
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`of its creditors as their debts became due.
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`39.
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`40.
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`In 2015, Bonert’s had operating losses of about $2,232,769.
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`From January 2014 onwards, despite Bonert’s financial distress, Michael continued
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`to take an annual compensation package from Bonert’s in excess of $200,000.
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`41. Michael’s salary from Bonert’s does not include the additional funds in excess of
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`$466,012.04, which were annually funneled through BMC from Bonert’s and paid to Michael.
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`42.
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`For instance, in 2014, Michael transferred at least $445,212.04 from Bonert’s to
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`BMC to himself, disguised as wages from BMC.
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`43.
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`In 2015, Michael transferred at least $445,212.04 from Bonert’s to BMC to himself,
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`disguised as wages from BMC.
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`44.
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`And in the first half of 2016, Michael transferred in excess of $171,235.40 from
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`Bonert’s to BMC to himself, disguised as wages from BMC.
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`45. Michael was provided by Bonert’s with an American Express credit card.
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`COMPLAINT
`Adv. No. ______________
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`

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`46.
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`Company funds were used to pay the bills for Michael’s American Express credit
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`card, which he used for many personal expenses.
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`47.
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`48.
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`Bonert’s provided Vivien with an American Express credit card.
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`Company funds were used to pay the bills for Vivien’s American Express credit card,
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`which she used for many personal expenses, including personal travel for her family and herself.
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`49.
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`These included company funds to pay for Michael and Vivien’s daughter, Hanna, to
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`fly roundtrip to Israel, resulting in a $2,101.32 charge incurred on about May 12, 2014.
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`50.
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`Company funds were used to pay for a celebrity cruise purchased by Vivien costing
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`more than $5,560, incurred on about June 3, 2014.
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`51.
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`Company funds were used to pay for Michael and Vivien’s daughter, Hanna, to fly to
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`New York, Toronto, and London, before returning to Los Angeles, resulting in charges of $338 and
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`$1,691.60 incurred on about June 8 and 9, 2014.
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`52.
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`Company funds were also used to pay for Vivien’s roundtrip flights from Los
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`Angeles to London, resulting in a charge of $1,691.60 on about June 9, 2014.
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`53.
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`Company funds were repeatedly used by Michael for personal dental services,
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`including charges of $115 incurred on July 14, 2014, $1,223 incurred on about August 28, 2014, and
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`$375 incurred on about March 2, 2015.
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`54.
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`Company funds were repeatedly used by Vivien for personal dental and orthodontic
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`services, including charges of $400, $239, $355, and $500, incurred on about July 14, 2014, August
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`10, and 20, 2015, and October 1, 2015.
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`55.
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`Company funds were also used by Vivien for an Orbitz vacation package costing
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`$776.92, incurred on about July 1, 2014.
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`Company funds were used by Michael at two New York hospitals, and one New
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`Jersey hospital, for total charges in excess of $2,500, incurred on July 30 and August 14, 2014.
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`57.
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`Company funds were also used by Vivien for a roundtrip flight to Detroit, for charges
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`of $558.60 and $30.20 incurred on July 27, 2014.
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`58.
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`Company funds were used by Vivien to pay fees at Touro College in Los Angeles,
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`for a charge totaling $4,245 incurred on July 29, 2014.
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`COMPLAINT
`Adv. No. ______________
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`

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`59.
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`Company funds were also used by Michael at the American Eye Institute in Los
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`Angeles and Dermatology Associates in Beverly Hills, for charges of $157.95, $46.92, and $176.68
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`incurred on August 29 and September 8, 2014.
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`60.
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`Company funds were used by Vivien at Target for personal items, resulting in a
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`charge of $411.67 on about September 4, 2014.
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`61.
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`Company funds were also used by Michael and Vivien for roundtrip flights to Israel,
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`resulting in two charges of $1,153.42 on about November 14, 2014.
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`62.
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`Company funds were used by Michael for a $489.09 charge during a vacation at
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`Grupo Mayan, in Mexico, incurred on January 21, 2015.
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`63.
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`Company funds were also used by Michael and Vivien for roundtrip flights to Israel,
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`resulting in charges of $1,704.36 and $1,769.36 on about February 26, 2015.
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`64.
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`At all relevant times, Bonert’s had no business or business prospects in Mexico or the
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`middle east, including Israel.
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`65.
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`Company funds were used by Michael for personal clothing at Hugo Boss, and
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`Johnston & Murphy, resulting in charges of $1,038.81 and $206.29 on about April 13, 2015.
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`66.
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`Company funds were used by Michael and Vivien for roundtrip flights to New
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`Jersey, resulting in two charges of $661.20 each on about May 31, 2015.
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`67.
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`Company funds were also used by Vivien to pay for personal automotive services at
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`Crestview Service Center in Los Angeles, resulting in a charge of about $943.90 on about June 11,
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`2015.
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`68.
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`Company funds were used to pay for Michael and Vivien’s daughter, Hanna, to fly
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`roundtrip to New York, resulting in a charge of $825.48 incurred on about June 15, 2015.
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`69.
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`Company funds were also used to pay for Vivien’s flight from New York to Los
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`Angeles, in a charge of $359.38 incurred on June 15, 2015.
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`70.
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`Company funds were also used to pay Vivien’s $660, $825, $660, and $660 charges
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`at KidAbilities Pediatrics Therapy Center, incurred on about June 17, July 14, August 14, November
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`16, and December 22, 2015.
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`COMPLAINT
`Adv. No. ______________
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`

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`71.
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`Company funds were also used to pay for women’s clothing by Vivien at Mrs. K
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`Design, and S&W Ladies Wear, resulting in charges of $1,140 and $466.07 incurred on about June
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`21 and 22, 2015.
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`72.
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`Company funds were used by Vivien to purchase Apple products costing $2,212.91,
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`incurred on about July 17, 2015.
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`73.
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`Company funds were also used by Michael and Vivien to purchase flights costing
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`$1,446 each on about August 7, 2015.
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`74.
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`Company funds were also used by Michael to purchase goods at Norman Good
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`Fellows, a fine wine and spirits store in South Africa, resulting in total charges of $221.19 on about
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`August 28, 2015.
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`75.
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`Company funds were used by Michael to pay a personal vacation charge of $489.10
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`in Mexico through Vida Vacations, incurred on about September 30, 2015.
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`76.
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`Company funds were also diverted to Vivien through the guise of salary payments in
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`exchange for nothing of value, despite the fact she performed little to no work for Bonert’s, even
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`when Bonert’s faced severe financial distress.
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`77.
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`78.
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`79.
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`In 2014, Vivien received $148,798.18 from Bonert’s, disguised as salary payments.
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`In 2015, Vivien received $189,875.14 from Bonert’s, disguised as salary payments.
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`During the first half of 2016, Vivien received $80,331.79 from Bonert’s, disguised as
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`salary payments.
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`80.
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`Vivien received other payments from Bonert’s, including $2,500 and $2,722.23 wire
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`payments on about December 11, 2015,
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`81.
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`82.
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`Vivien received a $4,708.67 check from Bonert’s on about May 13, 2016.
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`Vivien received a $4,708.67 check from Bonert’s on about May 26, 2016.
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`83. Michael also received other payments from Bonert’s, in exchange for nothing of
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`value, including a $18,000 check on about August 6, 2014.
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`84. Michael received a $10,791 check from Bonert’s on about October 26, 2015, in
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`exchange for nothing of value.
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`7
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`COMPLAINT
`Adv. No. ______________
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`

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`85. Michael received a $55,000 check from Bonert’s on about December 14, 2015, and a
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`$2,000 wire payment from Bonert’s on about December 15, 2015, both of which were in exchange
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`for nothing of value.
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`86. Michael received a $10,296.77 check from Bonert’s on about May 13, 2016, in
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`exchange for nothing of value.
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`87.
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`On about December 11, 2015, Sara Casen, Michael and Vivien’s daughter, who was
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`then and remains a school psychologist, received $3,207.23 from Bonert’s, despite not performing
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`any work for Bonert’s.
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`B. Michael commingled assets and treated Bonert’s and BMC’s assets as if
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`they were his own.
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`88. Michael set up BMC as an entity that would eventually manage real estate, but never
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`did so.
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`89. Michael was BMC’s only officer or director.
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`90.
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`BMC never had employees, or performed any work for anyone.
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`91. Michael never performed any work for BMC.
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`92.
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`Instead, Michael used BMC as a sham entity that Bonert’s regularly sent payments to
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`in exchange for nothing of value.
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`93.
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`94.
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`BMC, in turn, paid Michael in exchange for nothing of value.
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`In other words, BMC was little more than a clearing house to transfer cash from
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`Bonert’s to Michael.
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`95.
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`Between January 2014 and March 2015, Bonert’s transferred varying amounts of at
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`least $764,500 to BMC, which included at least $159,800 in 2016.
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`96.
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`Between April 2015 and May 2016, Bonert’s transferred varying amounts of at least
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`$526,700 to BMC.
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`97.
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`Between January and May 2016, Michael continued to direct Bonert’s to transfer at
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`least $159,800 to BMC.
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`98.
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`In 2014, Michael transferred at least $445,212.04 from BMC to himself disguised as
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`wages.
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`8
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`COMPLAINT
`Adv. No. ______________
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`

`

`Case 2:20-ap-01191-ER Doc 1 Filed 08/19/20 Entered 08/19/20 15:02:06 Desc
`Main Document Page 10 of 25
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`99.
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`And on about March 6, 2014, Michael wrote himself a check from BMC for $25,000.
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`100. On about March 26, 2014, Michael wrote himself a check from BMC for $15,000.
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`101.
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`In 2015, Michael transferred at least $445,212.04 from BMC to himself disguised as
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`wages.
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`102.
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`In the first half of 2016, Michael transferred $171,235.40 from BMC to himself
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`disguised as wages.
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`103. Back on August 2013 and August 2014, Michael directed BMC to make bi-monthly
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`payments of $1,396.92 to Judy Valdovinos, who performed no work for BMC and for which BMC
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`received nothing of value in exchange.
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`C. Michael and Vivien commingled assets and treated the assets of MV,
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`Mibon, Beefam, 3144, and Jadasaha as if they were owned by Bonert’s,
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`Vivien, and himself.
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`104.
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` Michael ostensibly set up MV, Mibon, Beefam, 3144, and Jadasaha as entities to
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`hold real estate.
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`105. At all relevant times, MV, Mibon, Beefam, 3144, and Jadasaha held real estate leased
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`by Bonert’s.
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`106. At all relevant times, Michael and Vivien owned, controlled, or both, MV, Mibon,
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`Beefam, 3144, and Jadasaha.
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`107. The real estate leased by Bonert’s from MV, Mibon, Beefam, 3144, and Jadasaha
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`was not done through arms-length transactions.
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`108. For instance, Michael or professionals employed by Vivien and him or Bonert’s,
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`drafted and decided the terms of the leases, including the rent amounts, for the real estate leased by
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`Bonert’s from MV, Mibon, Beefam, 3144, and Jadasaha.
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`109. When Bonert’s experienced financial trouble, MV, Mibon, Beefam, 3144, and
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`Jadasaha permitted Bonert’s to skipped lease payments to them and did not demand immediate
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`payment for past due rent or declare Bonert’s to be in default.
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`110.
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`Instead, MV, Mibon, Beefam, 3144, and Jadasaha, at Michael’s direction, gave
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`Bonert’s extended grace periods.
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`9
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`COMPLAINT
`Adv. No. ______________
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`

`

`Case 2:20-ap-01191-ER Doc 1 Filed 08/19/20 Entered 08/19/20 15:02:06 Desc
`Main Document Page 11 of 25
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`111.
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`In September 2014, Bonert’s paid 3144 about $25,000, when it had previously paid it
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`$16,512 monthly.
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`112. And in October 2014, Bonert’s paid Jadasaha, MV, Mibon, and Beefam doubled
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`what it had been paying them in the previous months, after apparently skipping a previous month’s
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`payment.
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`113. Michael used Beefam’s and Mibon’s bank account to shore up Bonert’s finances
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`while Bonert’s waited for outside financing.
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`114. Between January 2014 and May 2016, Michael transferred at least $955,000 from
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`Beefam to Bonert’s, in varying interest-free loans.
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`115. Between January 2014 and May 2016, Michael transferred at least $1.485 million
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`from Mibon to Bonert’s, in varying interest-free loans.
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`116. When Bonert’s received outside financing, it would repay Beefam and Mibon, often
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`on the same or next day.
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`117. Michael also received advances from MV, Mibon, Beefam, 3144, and Jadasaha of at
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`least $989,587, by the end of 2014, for which no repayment was demanded.
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`D. Michael undercapitalized Bonert’s.
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`118. From at least the beginning of 2014 onwards, Michael operated Bonert’s with
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`inadequate capital to pay its ordinary debts as they matured.
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`119. From at least the beginning of 2014 onwards, Bonert’s capital assets were
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`unreasonably small in relation to its business, which involved tens of millions in annual sales.
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`120. By the end of 2014, Bonert’s liabilities of $9,503,213 dwarfed its cash on hand.
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`121. From at least beginning of 2014 onwards, Michael, nor any of the other shareholders,
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`contributed any significant amount of capital to Bonert’s.
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`122.
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`Instead, any funds he claims were transferred to Bonert’s were made as interest-
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`bearing shareholder loans, including one at 11.5%.
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`123. This was done so Michael could subvert the rule of debt-priority that shareholders
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`receive nothing on account of their share ownership until creditors are paid in full.
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`COMPLAINT
`Adv. No. ______________
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`

`

`Case 2:20-ap-01191-ER Doc 1 Filed 08/19/20 Entered 08/19/20 15:02:06 Desc
`Main Document Page 12 of 25
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`124. Because Michael knew Bonert’s was in financial distress from at least the beginning
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`of 2014 onwards, he knew it was unlikely any capital contributions would be repaid, so he decided
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`not to make any.
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`125. Michael also subordinated his loans to Bonert’s when necessary to obtain additional
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`financing due to his undercapitalization of the company.
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`126. For example, for Bonert’s to get a loan from Manufacturer’s Bank, Michael agreed to
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`subordinate his insider loans of at least $1,000,458.73.
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`127.
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`In this way, Michael avoided making capital contributions to properly capitalize
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`Bonert’s, while manipulating Bonert’s purported indebtedness to him so he could take money out of
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`the company at will ahead of legitimate arm’s-length creditors.
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`128.
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`In around February 2014, Michael, Vivien, and Bonert’s, personally guaranteed a
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`$1,785,978 loan to Mibon, despite Bonert’s precarious financial position.
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`E. Michael and Vivien undercapitalized MV, Mibon, Beefam, 3144, and
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`Jadasaha.
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`129. From at least January 2014 onwards, Michael did not make any capital contributions
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`to BMC, MV, Mibon, Beefam, 3144, and Jadasaha.
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`130. Michael operated BMC, MV, Mibon, Beefam, 3144, and Jadasaha with inadequate
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`capital to function and pay their debts as they became due.
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`131. Without the funds they received from Bonert’s, MV, Mibon, Beefam, 3144, and
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`Jadasaha, they had no way of paying the debt-service on the real estate these entities, including
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`property taxes, or their other bills.
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`132. Michael also transferred at least $989,587, by the end of 2014, from the bank
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`accounts for MV, Mibon, Beefam, 3144, and Jadasaha, to himself.
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`F.
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`Michael and Vivien disregarded corporate formalities.
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`133. At all relevant times, Bonert’s did not have an independent board of directors, and it
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`was controlled by Michael.
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`134. Since at least the beginning of 2014, Bonert’s did not conduct or notice shareholder
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`meetings in accordance with its By-Laws.
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`COMPLAINT
`Adv. No. ______________
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`

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`Case 2:20-ap-01191-ER Doc 1 Filed 08/19/20 Entered 08/19/20 15:02:06 Desc
`Main Document Page 13 of 25
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`135. Since at least the beginning of 2014, Bonert’s did not keep records in accordance
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`with its By-Laws.
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`136. Since at least the beginning of 2014, Bonert’s did not conduct annual elections of its
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`officers in accordance with its By-Laws.
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`137. Since at least the beginning of 2014, Bonert’s did not properly maintain records
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`under its By-Laws.
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`138. Since at least the beginning of 2014, Bonert’s did not cause an annual report to be
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`prepared and sent to all its shareholders in accordance with its By-Laws.
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`139. Bonert’s did not issue stock certificates to all of its shareholders in accordance with
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`its By-Laws.
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`140. Between at least 2005 and 2016, Bonert’s did not file Statements of Information with
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`the Secretary of State as required by law.
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`141. Since BMC, MV, Mibon, Beefam, 3144, and Jadasaha were formed, they have not
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`conducted meetings and votes in accordance with their By-Laws or operating agreements.
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`142. BMC, MV, Mibon, Beefam, 3144, and Jadasaha have not regularly recorded minutes
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`of its shareholder or member meetings.
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`143. Neither has MV, Mibon, Beefam, 3144, and Jadasaha maintained all records required
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`by, and in accordance with, Cal. Corp. Code § 17701.13.
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`144. BMC, MV, Mibon, Beefam, 3144, and Jadasaha also did not file Statements of
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`Information with the Secretary of State between 2010 and 2017.
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`145.
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` As such, their rights and privileges as a California corporation or limited liability
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`company were suspended or subject to suspension between 2010 and 2017.
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`146. From at least January 2014 onwards, administrative functions of BMC, MV, Mibon,
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`Beefam, 3144, and Jadasah were performed by Bonert’s employees and professionals.
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`147. Until Bonert’s collapsed in 2016, Bonert’s, BMC, MV, Mibon, Beefam, 3144, and
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`Jadasaha all shared the same addresses at Bonert’s facilities.
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`148. Currently, Bonert’s, MV, Mibon, Beefam, 3144, and Jadasaha share Michael and
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`Vivien’s personal address in Beverly Hills.
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`COMPLAINT
`Adv. No. ______________
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`

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`Case 2:20-ap-01191-ER Doc 1 Filed 08/19/20 Entered 08/19/20 15:02:06 Desc
`Main Document Page 14 of 25
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`G. Michael, Vivien, BMC, and MV guaranteed the obligations of their
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`debts.
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`149. Michael has long used all of his assets to guarantee financing sought by other
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`entities.
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`150. For instance, back in October 2009, Michael Bonert and Beefam provided a personal
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`guarantee for Bonert’s to get a loan from Manufacturer’s Bank, and used property owned by Beefam
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`as collateral.
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`151. They have repeatedly done so since. In around February 2014, Michael, Vivien, and
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`Bonert’s, personally guaranteed a $1,785,978 loan to Mibon, despite Bonert’s precarious financial
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`position.
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`H. Michael and Vivien operated Bonert’s, BMC, MV, Mibon, Beefam, 3144,
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`and Jadasaha as a single enterprise and improperly used BMC, MV,
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`Mibon, Beefam, 3144, and Jadasaha to shield the value of Bonert’s real
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`estate and cash from its creditors.
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`152. At all relevant times, Bonert’s facilities were located at 2727 S. Susan Street, Santa
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`Ana, California, 3122 W. Adams, Santa Ana, California, 3132 W. Adams, Santa Ana, California,
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`3000-3030 W. Warner, Santa Ana, California, and 3144 W. Adams, Santa Ana, California.
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`153. Michael bought this real estate with income generated by Bonert’s.
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`154. Michael formed Beefam in 2000 to hold title to 2727 S. Susan Street, Santa Ana,
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`California, and lease it back to Bonert’s.
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`155. Beefam never served any purpose other than holding title to real estate used by
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`Bonert’s (and providing interest-free loans to Bonert’s), and this was its only asset prior to the
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`receivership in July 2016.
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`156. Beefam never had any other source of income other than Bonert’s prior to the
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`receivership in July 2016.
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`157. Michael put title to 2727 S. Susan Street, Santa Ana, California, in a purportedly
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`separate entity, while segregating unsecured trade debt in Bonert’s.
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`13
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`COMPLAINT
`Adv. No. ______________
`
`

`

`Case 2:20-ap-01191-ER Doc 1 Filed 08/19/20 Entered 08/19/20 15:02:06 Desc
`Main Document Page 15 of 25
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`158. Michael formed MV in 2009 to hold title to 3122 W. Adams, Santa Ana, California,
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`and lease it back to Bonert’s.
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`159. MV never served any purpose other than holding title to real estate used by Bonert’s,
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`and this was its only asset prior to the receivership in July 2016.
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`160. MV never had any other source of income other than Bonert’s prior to the
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`receivership in July 2016.
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`161. Michael put title to 3122 W. Adams, Santa Ana, California, in a purportedly separate
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`entity, while segregating unsecured trade debt in Bonert’s.
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`162. Michael formed Jadasaha in 2009 to hold title to 3132 W. Adams, Santa Ana,
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`California, and lease it back to Bonert’s.
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`163.
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`Jadasaha never served any purpose other than holding title to real estate used by
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`Bonert’s, and this was its only asset prior to the receivership in July 2016.
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`164.
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`Jadasaha never had any other source of income other than Bonert’s prior to the
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`receivership in July 2016.
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`165. Michael put title to 3132 W. Adams, Santa Ana, California, in a purportedly separate
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`entity, while segregating unsecured trade debt in Bonert’s.
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`166. Michael formed Mibon in 2010 to hold title to 3000-3030 W. Warner, Santa Ana,
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`California, and lease it back to Bonert’s.
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`167. Mibon never served any purpose other than holding title to real estate used by
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`Bonert’s (and providing interest-free loans to Bonert’s), and this was its only asset prior to the
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`receivership in July 2016.
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`168. Mibon never had any other source of income other than Bonert’s prior to the
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`receivership in July 2016.
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`169. Michael put title to 3000-3030 W. Warner, Santa Ana, California, in a purportedly
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`separate entity, while segregating unsecured trade debt in Bonert’s.
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`170. Michael formed 3144 in 2011 to hold title to 3144 W. Adams, Santa Ana, California,
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`and lease it back to Bo