Case 1:20-cv-00052-CMA-SKC Document 112 Filed 01/08/21 USDC Colorado Page 1 of 12
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`IN THE UNITED STATES DISTRICT COURT
`FOR THE DISTRICT OF COLORADO
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`Civil Action No. 1:20-cv-00052-CMA-KMT
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`WESTERN ACCEPTANCE, LLC
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`Plaintiff,
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`v.
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`GENERAL AGRICULTURE INC. F/K/A
`GENERAL AGRICULTURE LLC,
`SONOMA STAINLESS, INC., STIG
`WESTLING; CALLAGHAN BECKER;
`PHIL TAGAMI; CALIFORNIA CAPITAL
`& INVESTMENT GROUP, INC.
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`
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`
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`Defendants.
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`PLAINTIFF’S SECOND AMENDED COMPLAINT
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`Plaintiff Western Acceptance, LLC files this Second Amended Complaint1 against
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`Defendants General Agriculture Inc. f/k/a General Agriculture LLC; Sonoma Stainless, Inc.; Stig
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`Westling; Callaghan Becker; Phil Tagami; and California Capital & Investment Group, Inc.; and
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`respectfully shows as follows:
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`1 Three Defendants have filed Rule 12(b)(6) motions to dismiss. In the respective Responses, Plaintiff noted that
`should the Court deem inadequate facts were in the pleading to sufficiently state any claim, it would request leave to
`amend its pleadings to cure any purported defect. Plaintiff contends its First Amended Complaint adequately meets
`the requirement of Rule 8 and this Second Amended Complaint merely adds another party to the litigation. Should
`the Court grant any of the Rule 12(b)(6) motions, Plaintiff reiterates its request to plead additional facts as required.
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`Case 1:20-cv-00052-CMA-SKC Document 112 Filed 01/08/21 USDC Colorado Page 2 of 12
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`I.
`PARTIES
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`1.
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`Plaintiff WESTERN ACCEPTANCE, LLC is a Colorado Limited Liability
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`Company.
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`2.
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`Defendant GENERAL AGRICULTURE
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`INC.
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`F/K/A GENERAL
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`AGRICULTURE LLC is a California corporation with its principal place of business in Oakland,
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`California. It has made an appearance in this case through counsel.
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`3.
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`Defendant SONOMA STAINLESS, INC. is a California corporation. It has made
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`an appearance in this case through counsel.
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`4.
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`Defendant STIG WESTLING is an individual residing in California and may be
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`served with process at 1005 Northgate Drive, #310; San Rafael, California 94903.
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`5.
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`Defendant CALLAGHAN BECKER is an individual residing in California. He has
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`made an appearance in this case though counsel.
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`6.
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`Defendant PHIL TAGAMI is an individual residing in California He has made an
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`appearance in this case through counsel.
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`7.
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`Defendant CALIFORNIA CAPITAL & INVESTMENT GROUP, INC. is a
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`California corporation that can be served through it agent for service Skylar Sanders; 300 Frank
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`H. Ogawa Plaza, Suite 340; Oakland, California 94612.
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`II.
`JURISDICTION AND VENUE
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`8.
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`This Court has jurisdiction over this matter pursuant to 28 U.S.C. § 1332(a)(1) as
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`there is complete diversity of citizenship among the parties to this suit and the amount in
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`controversy exceeds $75,000.00, exclusive of interests and costs.
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`9.
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`The Court has personal jurisdiction over Defendants because Defendants conduct
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`business in Colorado, entered into relationships with Plaintiff in Colorado, and committed actions
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`Case 1:20-cv-00052-CMA-SKC Document 112 Filed 01/08/21 USDC Colorado Page 3 of 12
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`in Colorado that give rise to this cause of action. This Court may properly maintain personal
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`jurisdiction over Defendants because Defendants’ contacts with this state and this judicial district
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`are sufficient for the exercise of jurisdiction over Defendants to comply with traditional notions of
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`fair play and substantial justice. Damages sought are within the jurisdictional limits of this Court.
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`III.
`FACTUAL BACKGROUND
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`10.
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`Plaintiff contracted with SXIP, LLC for the design and manufacture of equipment
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`to be utilized in Plaintiff’s business. The equipment consisted of many parts but, in short, all the
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`components together formed what can be called a Distillate Unit. Plaintiff paid SXIP
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`approximately $2 million for the Distillate Unit.
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`11.
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`Defendant General Agriculture Inc. (“GenAg”) is a California company. At all
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`times herein, GenAg operated through its executives, officers, and agents Defendants Stig
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`Westling, Phil Tagami and Callaghan Becker, (hereinafter “GenAg Agents”), along with non-
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`parties Tiffany Weaver, Taher Afghani, Christine Miller Martin Kaufman, Peter Huson, Brady
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`Glaughier, and Brian Mehrhoff. Upon information and belief, Defendant Tagami was a consultant
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`for GenAg or was employed by GenAg in some form or fashion. Upon information and belief,
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`Defendant Tagami also owns or controls the building in California that is leased by GenAg.
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`12.
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`According to Defendant Tagami, he was an employee of Defendant California
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`Capital & Investment Group , LLC (hereinafter “CCIG”). Defendant GenAg retained CCIG and
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`Tagami as consultants to assist in the hemp-extraction business. In addition to acting as an agent
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`for GenAg, Defendant Tagami also acted as an agent for CCIG at all times referenced herein.
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`Tagami personally participated in the tortious act described below and his actions benefitted not
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`only himself, but also CCIG and GenAg.
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`Case 1:20-cv-00052-CMA-SKC Document 112 Filed 01/08/21 USDC Colorado Page 4 of 12
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`13.
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`At some point in time during the manufacturing of the Distillate Unit, most likely
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`in the Spring of 2019, SXIP was acquired by GenAg or one of its affiliates. Plaintiff was told of
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`the acquisition directly by Defendant Becker, the head of GenAg and Afghani, the head of SXIP.
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`Following or during said acquisition, Plaintiff began dealing directly with GenAg Agents for the
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`manufacture of the Distillate Unit. Mr. Afghani became an agent for GenAg during the
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`manufacturing process around the time of the acquisition. Mr. Afghani and Ms. Miller visited the
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`Colorado Springs facility of the Plaintiff.
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`14.
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`Plaintiff’s facility in Colorado Springs was visited personally by GenAg Agents
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`and many of the GenAg Agents lived in Colorado Springs for a time to work with Plaintiff at its
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`facility. The GenAg agents who personally visited the Colorado facility of Plaintiff were
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`Callaghan Becker, Phil Tagami, Stig Westling, Brian Mehrhoff, Peter Huson, Tiffany Weaver,
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`Taher Afghani, Martin Kaufman, and Gene Walt. Each of these persons visited the Colorado
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`Springs facility for the benefit of GenAg, and for the purpose of soliciting Plaintiff’s business and
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`performing the contractual duties of GenAg. In addition to benefiting GenAg, Tagami also
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`benefited himself and CCIG.
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`15.
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`During the visits to Plaintiff’s Colorado Springs facility, all Defendants created a
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`ruse that they wanted to partner with Plaintiff, help Plaintiff grow its business, and utilize the
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`concept Plaintiff created to further business ventures for all involved. This ruse was nothing more
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`than pure trickery.
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`16.
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`In fact, Defendant Tagami, who visited Plaintiff’s facility multiple times under the
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`guise of being a compliance consultant for GenAg, told Plaintiff that Plaintiff was out of
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`compliance and that Plaintiff should move its entire operation to a facility that he designated. This
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`was the Defendants’ first attempt to take Plaintiff’s equipment, which ultimately occurred.
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`17.
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`In addition to personally visiting Plaintiff’s facility, GenAg took monies directly
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`from Plaintiff for the manufacture of the Distillate Unit. GenAg, during its many visits to Colorado
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`Springs, told Plaintiff additional work would need to be done on the Distillate Unit for which
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`Plaintiff paid GenAg directly.
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`18.
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`GenAg learned while visiting Plaintiff’s facility that Heaters were necessary for the
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`processing of distillate. Thereafter, sometime following the many visits to Colorado, persons from
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`GenAg showed up at Plaintiff’s Colorado Springs facility and took heaters and other component
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`parts (hereinafter “Heaters”) necessary for the distillate process.
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`19.
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`In addition to GenAg, CCIG and each of their agents, Plaintiff was damaged by the
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`actions of Defendant Sonoma Stainless. Upon information and belief, SXIP and/or GenAg
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`subcontracted to Sonoma Stainless various portions of the manufacturing process for the Distillate
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`Unit. Sonoma Stainless was concerned about getting paid by SXIP and GenAg, so Sonoma
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`Stainless orally contracted with Plaintiff for the providing of monies and direction directly from
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`Plaintiff with regard to the manufacture of the Distillate Unit.
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`20.
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`Sonoma Stainless chose to deal directly with Plaintiff on part of the payment for its
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`work rather than rely on the companies based in California. Sonoma Stainless requested to enter
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`into this agreement directly with Plaintiff knowing it was a Colorado company and knowing that
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`the Distillate Unit was to be shipped to Colorado upon completion
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`21.
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`During the manufacturing process, Plaintiff visited Sonoma Stainless’ facility in
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`California to check on progress of the Distillate Unit. During this meeting, Weaver was in
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`attendance. Weaver told Plaintiff that after completion of the Distillate Unit, GenAg wanted to
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`take possession of it. Plaintiff vehemently refused and told Weaver and Vincent Frere, owner of
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`Case 1:20-cv-00052-CMA-SKC Document 112 Filed 01/08/21 USDC Colorado Page 6 of 12
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`Sonoma Stainless, that Plaintiff wanted the Distillate Unit sent to Colorado Springs following
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`completion.
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`22.
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`Rather than abide by Plaintiff’s direction, Sonoma Steel and its agents allowed the
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`Distillate Unit to be taken by Defendants.
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`23.
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`Despite repeated demands, to date, none of the Defendants are willing to tell
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`Plaintiff where the Distillate Unit and Heaters are today. Plaintiff was told by multiple Defendants
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`that the property was taken to Ukiah California. However, as of present time, Defendant refuse to
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`tell Plaintiff where the property is and refuses to return the property to Plaintiff.
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`IV.
`CAUSES OF ACTION
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`Breach of Contract by Sonoma Stainless
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`24.
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`Plaintiff incorporates by reference the preceding paragraphs as though fully set
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`forth herein.
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`25.
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`Plaintiff and Sonoma Stainless entered into an oral contract for the design and
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`manufacture of Distillate Unit to be used in Plaintiff’s business. Sonoma Stainless accepted
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`monies directly from Plaintiff for said Contract.
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`26.
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`27.
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`Plaintiff performed all conditions precedent required by the Contract.
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`To date, Sonoma Stainless has failed and continues to fail to deliver to Plaintiff the
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`equipment for which Plaintiff paid.
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`28.
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`Sonoma Stainless, and its agent Vince Frere met with Plaintiff at Plaintiff’s
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`Colorado Springs facility. Sonoma Stainless and its Agents understood that the Distillate Unit was
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`to be delivered to Plaintiff at the Colorado Springs facility. Despite this understanding, the
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`Distillate Unit was not delivered to Plaintiff.
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`29.
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`This breach of the contract by Sonoma Stainless has caused Plaintiff damages
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`including out of pocket expenses and loss of revenue, and attorney’s fees.
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`Breach of Contract by GenAg
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`30.
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`Plaintiff incorporates by reference the preceding paragraphs as though fully set
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`forth herein.
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`31.
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`Plaintiff and GenAg entered into an oral contract, in addition to the contract with
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`SXIP which GenAg now owns, for the design and manufacture of Distillate Unit to be used in
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`Plaintiff’s business. GenAg accepted monies directly from Plaintiff for said Contract.
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`32.
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`33.
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`Plaintiff performed all conditions precedent required by the Contract.
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`To date, GenAg has failed and continues to fail to deliver to Plaintiff the equipment
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`for which Plaintiff paid.
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`34.
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`This breach of the contract by GenAg has caused Plaintiff damages including out
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`of pocket expenses and loss of revenue, and attorney’s fees.
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`Negligence of Sonoma Stainless
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`35.
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`Plaintiff incorporates by reference the preceding paragraphs as though fully set
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`forth herein.
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`36.
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`Sonoma Stainless had a duty to use reasonable care in the performance of its
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`services to and for Plaintiff and to act in such a manner as to protect Plaintiff’s property from harm.
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`37.
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`Sonoma Stainless received direct money from Plaintiff and conferred with Plaintiff
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`multiple times regarding the services/products that Sonoma was providing to Plaintiff.
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`38.
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`Sonoma Stainless negligently performed services in regards to the property
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`allowing unauthorized individuals to enter and to exit the Property and to illegally and/or without
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`authorization to remove property belonging to Plaintiff.
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`39.
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`Sonoma Stainless breached their duty of care and failed to exercise reasonable or
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`ordinary care with regards to the Property of Plaintiff.
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`40.
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` These acts and/or omissions on the part of the Sonoma Stainless were a
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`contributing and substantial factor in causing the damage sustained by Plaintiff.
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`41.
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`Plaintiff entrusted its property to Sonoma Stainless. Despite being told to not
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`release the property to the SXIP Agents and GenAg Agents, Sonoma Stainless allowed those
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`parties to take Plaintiff’s property.
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`42.
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` These acts and/or omissions on the part of Sonoma Stainless were the legal and
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`proximate cause of damages to Plaintiff in the complete and total destruction/disappearance of the
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`property.
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`Civil Theft Against GENAG, GENAG AGENTS and CCIG
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`43.
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`Plaintiff incorporates by reference the preceding paragraphs as though fully set
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`forth herein.
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`44.
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`Under applicable law, all property obtained by theft, robbery, or burglary shall be
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`restored to the owner, and no sale, whether in good faith on the part of the purchaser or not, shall
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`divest the owner of his right to such property.
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`45.
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`Plaintiff bring this action, as owner of the property which was stolen, against
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`GenAg, the GenAg Agents AND CCIG, who are responsible for stealing the property and whom
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`are believed to be in actual and/or constructive possession of the property.
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`46.
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`Plaintiff seeks its actual damages, attorney fees, plus three times said damages
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`under applicable law.
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`Conspiracy Against GENAG, GENAG AGENTS and CCIG
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`47.
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`Plaintiff incorporates by reference the preceding paragraphs as though fully set
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`forth herein.
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`48.
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`Upon information and belief, all Defendants (other than Sonoma) with the object
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`of harming Plaintiff did in fact harm Plaintiff and take Plaintiff’s property as described above.
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`49.
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`GenAg, the GenAg Agents, and CCIG perpetuated a scheme to take Plaintiff’s
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`property and to take Plaintiff’s property and preclude Plaintiff from its property and money utilized
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`to pay for said property.
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`50.
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`GenAg, the GenAg Agents, and CCIG each separately and in concert with one
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`another agreed that they would act in concert to take Plaintiff’s property and preclude Plaintiff
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`from the use and enjoyment of its Distillate Unit and Heaters.
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`51.
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`Specifically, and without limitation, GenAg and CCIG through their co-ownership,
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`co-Agents/employees, and co-actions, via meetings with Plaintiff and conversations with Plaintiff
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`were conspiring to learn of Plaintiff’s business, its method for operating, its use and ownership of
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`equipment, and its trade secrets so that GenAg, the GenAg Agents, and CCIG could eventually
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`take Plaintiff’s Heaters and Distillate Unit and Plaintiff’s money for their own use to Plaintiff’s
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`detriment.
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`Conversion
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`52.
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`Plaintiff incorporates by reference the preceding paragraphs as though fully set
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`forth herein.
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`53.
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`54.
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`Plaintiff has a superior right of possession to the property referred to above.
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`Defendants GenAg, GenAg Agents and CCIG each negligently or intentionally
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`exercised unauthorized dominion over said Property.
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`55.
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`Defendants GenAg, GenAg Agents and CCIG are liable for all damages caused to
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`Plaintiff resulting from the conversion in an amount to be determined at trial.
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`Unjust Enrichment By All Defendants
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`56.
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`Plaintiff incorporates by reference the preceding paragraphs as though fully set
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`forth herein.
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`57.
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`Defendant Sonoma Stainless has received a large sum of money, directly and
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`indirectly from Plaintiff, for the manufacture of a Distillate Unit. Said Distillate Unit was stolen
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`from Plaintiff largely with the help of Sonoma Stainless. Thus, it is unjust for Sonoma Stainless
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`to retain to the large sums of money.
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`58.
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`Defendants, GenAg GenAg Agents, CCIG have received a large sum of money,
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`directly and indirectly from Plaintiff, for the manufacture of a Distillate Unit. Said Distillate Unit
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`was stolen from Plaintiff largely with the help of Sonoma Stainless. Thus, it is unjust for GenAg
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`and CCIG to retain to the large sums of money. Further, upon information and belief, in addition
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`to having the monies, Defendants have the Distillate Unit and Heaters and it is unjust for GenAg
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`and CCIG to retain the monies and property to Plaintiff’s detriment.
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`59.
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`Defendants are liable for all damages caused to Plaintiff resulting from the
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`conversion in an amount to be determined at trial.
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`V.
`JURY DEMAND
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`60.
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`Plaintiff respectfully demands a jury.
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`VI.
`PRAYER FOR RELIEF
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`WHEREFORE, PREMISES CONSIDERED, Plaintiff Western Acceptance LLC
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`hereby respectfully requests that the Court enter judgment in Plaintiff’s favor on all of its claims
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`for relief, and award Plaintiff compensatory damages in its favor in an amount to be proven at trial,
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`Case 1:20-cv-00052-CMA-SKC Document 112 Filed 01/08/21 USDC Colorado Page 11 of 12
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`including pre- and post-judgment interest, costs, and reasonable attorney's fees; and grant Plaintiff
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`such other and further relief as the Court deems just and proper.
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`Dated: January 8, 2021
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`Respectfully submitted,
` / s/ T. Micah Dortch
`T. Micah Dortch
`POTTS LAW FIRM, LLP
`2911 Turtle Creek Blvd., Suite 1000
`Dallas, Texas 75219
`Telephone: (214) 396-9427
`Facsimile: (469) 217-8296
`Email: mdortch@potts-law.com
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`Christopher D. Lindstrom, #51052
`POTTS LAW FIRM, LLP
`3737 Buffalo Speedway, Suite 1900
`Houston, Texas 77098
`Telephone: (713) 963-8881
`Facsimile: (713) 583-5388
`E-mail: clindstrom@potts-law.com
`ATTORNEYS FOR PLAINTIFF
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`CERTIFICATE OF SERVICE
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`I hereby certify that on January 8, 2021, I served all counsel of record with the foregoing
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`in accordance with the Federal Rules of Civil Procedure via the Court’s ECF system.
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`/ s/ T. Micah Dortch
`T. Micah Dortch
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`Page 12 of 12
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