STATE OF CONNECTICUT
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`NO. CV-23-6063464-S
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`OAMIC INGREDIENTS LLC,
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`Plaintiff / Counterclaim Defendant,
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`v.
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`STEVEN Z. GU,
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`Defendant / Counterclaim Plaintiff.
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`SUPERIOR COURT
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`JUDICIAL DISTRICT OF
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`STAMFORD NORWALK
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`AT STAMFORD
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`MARCH 27, 2025
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`OBJECTIONS TO PLAINTIFF'S MOTION FOR SUMMARY JUDGMENT
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`Defendant Steven Z. Gu hereby objects to Plaintiff's Motion for Summary Judgment, dated
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`February 11, 2025, (Docket Entry No. 138.00), filed by Fox Rothschild LLP ("Fox"), for the following
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`reasons:
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`1. Plaintiff did not meet its legal burden for summary judgment.
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`2. Plaintiff selectively cites from the record to draw conclusions not supported by the entire
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`record.
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`3. Plaintiff cannot prove an intent to deprive because Defendant has a claim of ownership of
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`the money and property sought by Plaintiff.
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`4. Defendant is the rightful and legal owner of the money sought by Plaintiff.
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`Reference is made to Defendant's Motion for Summary Judgment, dated January 8, 2024, (Docket
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`Entry No. 109.00), which can be decided together with this motion.
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`TABLE OF CONTENTS
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`I. Legal Burden...........................................................................................................................................4
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`II. Disputed Facts
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`A. Right to Profit
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`1. Whether payments to the Service Companies were authorized..........................................8
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`2. Whether the Service Companies are allowed to make a profit..........................................11
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`3. Whether Defendant needed Zhimin Deng's prior approval for every transaction.............14
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`B. Ownership
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`1. Whether each Service Company's separate legal existence from Plaintiff should be
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`ignored..............................................................................................................................17
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`a. Whether money legally held by a Service Company is still equitably
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`owned by Plaintiff.
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`b. Whether property purchased by a Service Company is still equitably
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`owned by Plaintiff.
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`2. Whether the Service Companies performed valuable services for Plaintiff.....................20
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`C. Compensation
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`1. Whether Plaintiff owed Defendant any commission.........................................................23
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`2. Whether Defendant was paid his monthly salary for the last month of his employment..29
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`D. Wrongful Termination
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`1. Whether Defendant was an employee of Plaintiff.............................................................30
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`2. Whether Defendant is procedurally barred from bringing a claim of wrongful
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`termination........................................................................................................................33
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`3. Whether Defendant was wrongfully terminated...............................................................34
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`E. Liquidated Damages
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`1. Whether Defendant has a duty to return any property to Plaintiff.....................................37
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`2. Whether Defendant's affiliation with Plaintiff ended when Defendant's employment
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`agreement was terminated.................................................................................................38
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`F. Timeliness
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`1. Whether Defendant is procedurally barred from raising defenses to Plaintiff's claims....39
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`III. Intent to Deprive................................................................................................................................40
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`IV. Ownership...........................................................................................................................................41
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`V. Conclusion............................................................................................................................................43
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`Legal Burden
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`Summary judgment is proper only after the movant has met its burden. “In deciding a motion for
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`summary judgment, the trial court must view the evidence in the light most favorable to the nonmoving
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`party...The party seeking summary judgment has the burden of showing the absence of any genuine issue
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`of material facts which, under applicable principles of substantive law, entitle him to a jugment as a
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`matter of law.” Appleton v. Board of Education, 254 Conn. 205, 209, 757 A. 2d 1059 (2000); D.H.R.
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`Construction Co. v. Donnelly, 180 Conn. 430, 434, 429 A.2d 908 (1980).
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`“[T]he party opposing such motion must provide an evidentiary foundation to demonstrate the
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`existence of a genuine issue of material fact.” Appleton v. Board of Education, 254 Conn. 205, 209, 757
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`A. 2d 1059 (2000); Suarez v. Dickmont Plastics Corp., 229 Conn. 99, 105, 639 A.2d 507 (1994); Hertz
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`Corp. v. Federal Ins. Co., 245 Conn. 374, 380-81, 374 A.2d 820 (1998); Rivera v. Double A
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`Transportation, Inc., 248 Conn. 21, 24-25, 727 A.2d 204 (1999).
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`In this Case, there is a genuine dispute over the ownership of the money and property sought by
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`Plaintiff. Defendant has presented evidence showing Defendant's ownership of nearly all items sought in
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`Plaintiff's Complaint:
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`1. The 2020 RAM 1500 Classic truck is the property of Oamic Operations LLC. See
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`Exhibit F.
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`2. Oamic Operations LLC is the property of Steven Z. Gu. See Exhibit G.
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`3. Oamic Payroll LLC is the property of Steven Z. Gu. See Exhibit G.
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`4. Oamic Sales LLC is the property of Steven Z. Gu. See Exhibit G.
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`5. Oamic Tariff LLC is the property of Steven Z. Gu. See Exhibit G.
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`6. The payment to Oamic Sales LLC was pursuant to a service agreement between Oamic
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`Sales LLC and Oamic Ingredients LLC, signed by Zhimin Deng. See Exhibit H.
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`Plaintiff refuses to acknowledge Defendant's legal title and invents a theory of equitable
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`ownership not supported by law. Defendant shall refute Plaintiff's theory in the next section.
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`At most, Plaintiff has shown that there is a genuine dispute over the amount of Defendant's
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`compensation:
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`1. What amount of commission was Defendant entitled to pursuant to his employment
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`agreement with Plaintiff?
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`2. What amount of profit was reasonable for Defendant's Service Companies1 pursuant to
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`their service agreements with Plaintiff?
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`Plaintiff's position is that Defendant is entitled to no commission and no profit. Defendant's
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`position is that he is entitled to a reasonable amount of commission and a reasonable amount of profit.
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`Reasonableness is a fact question reserved for the jury. Connecticut courts "have consistently
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`held that reasonableness is a question of fact for the trier to determine based on all of the circumstances."
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`Williams Ford, Inc. v. Hartford Courant Co., 232 Conn. 559, 580, 657 A. 2d 212 (1995); State v. Duhan,
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`194 Conn. 347, 359, 481 A.2d 48 (1984); Peterson v. Oxford, 189 Conn. 740, 745-47, 459 A.2d 100
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`(1983); Rene Dry Wall Co. v. Strawberry Hill Associates, 182 Conn. 568, 573, 438 A.2d 774 (1980); In re
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`Davon M., 16 Conn. App. 693, 696, 548 A.2d 1350 (1988).
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`For the foregoing reasons, the following claims and counterclaims should proceed to the jury:
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`1. Plaintiff's Count I - Breach of Contract
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`2. Plaintiff's Count II - Breach of Fiduciary Duty
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`3. Defendant's First Count - Breach of Contract
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`1 The Service Companies are limited liability companies wholly owned by Defendant. They are, specifically, Oamic
`Payroll LLC, Oamic Operations LLC, Oamic Sales LLC, and Oamic Tariff LLC.
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`Every fact in the record cited by Plaintiff is consistent with Defendant's position that Defendant
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`Selective Citation of the Record
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`was spending his own money and managing his own property.
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`The record is replete with Defendant's claim of ownership:
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`1. Plaintiff owes Defendant a commission on over $20 million of revenue. Exhibit M, page
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`1; Docket Entry No. 137.00, page 2, page 11.
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`2. Plaintiff owes Defendant his last month's salary. Docket Entry No. 137.00, page 2.
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`Exhibit Z, pages 125-126.
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`3. The Service Companies can legally charge Plaintiff for cost and profit. Exhibit H, page 7;
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`Exhibit J (lowercase j), page 7; Exhibit V, page 8; Exhibit W, page 8; Exhibit Z, pages
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`124-125, pages 162-163.
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`4. Defendant bought the RAM truck for commuting and paid for it with the profit of Oamic
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`Operations LLC. Exhibit Z, pages 182, 185-186; Exhibit F, page 1.
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`5. Defendant had tax reasons to defer income, but no legal obligation to work for free.
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`Exhibit Z, page 189, page 163.
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`Despite the overwhelming evidence in the record supporting Defendant's claim of ownership,
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`Plaintiff simply ignores it, refuses to cite it, and concludes that Defendant stole from Plaintiff. There is a
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`fine line between zealous advocacy and dishonesty.
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`Let it be known that Defendant only took what was his. Anyone who draws a contrary conclusion
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`from Defendant's own statements is committing sophistry. The record speaks for itself.
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`The most egregious examples of Plaintiff's unsupported conclusions are below, and Defendant
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`shall refute each one of them:
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`A. Right to Profit
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`1. Payments to the Service Companies were unauthorized.
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`2. The Service Companies are not allowed to make a profit.
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`3. Defendant needed Zhimin Deng's prior approval for every transaction.
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`B. Ownership
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`4. Each Service Company's separate legal existence from Plaintiff should be ignored.
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`a. Money legally held by a Service Company is still equitably owned by Plaintiff.
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`b. Property purchased by a Service Company is still equitably owned by Plaintiff.
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`5. The Service Companies performed no valuable service for Plaintiff.
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`C. Compensation
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`6. Plaintiff owes Defendant no commission.
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`7. Defendant was paid his monthly salary for the last month of his employment.
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`D. Wrongful Termination
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`8. Defendant was not an employee of Plaintiff.
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`9. Defendant is procedurally barred from bringing a claim of wrongful termination.
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`10. Defendant was not wrongfully terminated.
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`E. Liquidated Damages
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`11. Defendant has a duty to return any property to Plaintiff.
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`12. Defendant's affiliation with Plaintiff ended when Defendant's employment agreement was
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`terminated.
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`F. Timeliness
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`13. Defendant is procedurally barred from raising defenses to Plaintiff's claims.
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`Disputed Facts
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`1. Whether payments to the Service Companies were authorized.
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`There is a genuine dispute between Plaintiff and Defendant over whether the payments to the
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`Service Companies after May 30, 20232 (the "Payments"), were authorized.
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`Defendant has presented evidence that the Payments were made pursuant to legally binding
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`agreements signed by Zhimin Deng. See Exhibit H and Exhibit J (lowercase j).
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`The service agreement for Oamic Sales LLC provides:
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`At a minimum, [Oamic Ingredients LLC] shall pay [Oamic Sales LLC] a commission in
`excess of the following:
`1. [Oamic Sales LLC]'s actual cost of maintaining a sales force for [Oamic
`Ingredients LLC],
`2. [Oamic Sales LLC]'s costs incurred on behalf of [Oamic Ingredients LLC] or in
`connection with services performed for [Oamic Ingredients LLC]...
`Exhibit H, page 7.
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`The service agreement for Oamic Payroll LLC similarly provides:
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`At a minimum, [Oamic Ingredients LLC] shall pay [Oamic Payroll LLC] a fee in excess
`of the following:
`1. [Oamic Payroll LLC]'s actual cost of supplying labor to [Oamic Ingredients
`LLC],
`2. [Oamic Payroll LLC]'s costs incurred on behalf of [Oamic Ingredients LLC] or in
`connection with services performed for [Oamic Ingredients LLC].
`Exhibit J (lowercase j), page 7.
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`Defendant made the Payments from the Citibank account of Oamic Ingredients LLC in fulfillment
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`of Plaintiff's obligations under those agreements.
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`Defendant had the right to transact from the Citibank account of Oamic Ingredients LLC as its
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`duly appointed Treasurer and Chief Executive Officer. See Exhibit I (lowercase i) and Exhibit Y.
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`The enabling resolution appointing Defendant as Treasurer reads:
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`BE IT FURTHER RESOLVED, that the TREASURER be given all powers and authority
`to open bank accounts and conduct banking transactions on behalf of [Oamic Ingredients
`LLC]. Exhibit I (lowercase i), page 1.
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`2 May 30, 2023, is chosen because compensation negotiations between Plaintiff and Defendant began on June 2,
`2023. The last funding for the Citibank account of Oamic Ingredients LLC came on May 23, 2023.
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`The enabling resolution appointing Defendant as Chief Executive Officer reads:
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`BE IT FURTHER RESOLVED, that the CHIEF EXECUTIVE OFFICER be given all
`powers and authority of the MANAGER3, whenever the latter is absent from the United
`States of America, to act on the MANAGER's behalf and in his stead. Such agency
`powers shall be limited to affairs of [Oamic Ingredients LLC] only and terminate at the
`will of the MANAGER. Exhibit Y, page 1.
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`The plain language of the enabling resolutions is clear that Defendant had the right to transact
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`from any bank account of Plaintiff.4
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`The plain language of the two service agreements is also clear that Plaintiff was legally bound to
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`pay each Service Company a fee "in excess of" cost. Exhibit H, page 7; Exhibit J (lowercase j), page 7.
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`Defendant had both the right and obligation to make the Payments, yet Plaintiff insists that the
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`Payments were unauthorized. Plaintiff's "proof" for its position consists of two affidavits by unreliable
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`individuals:
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`1. an affidavit by Lihua Zhai, the successor officer to Defendant, stating that the Payments
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`were not authorized; Docket Entry No. 116.00, pages 3-4;
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`2. an affidavit by Zhimin Deng, the man who initiated this lawsuit, stating that Payments
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`were not authorized. Docket Entry No. 138.00, pages 43, 48.
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`Lihua Zhai lacks personal knowledge of every transaction, dealing, and agreement underlying this
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`lawsuit. In fact, Defendant questions whether Ms. Zhai has ever set foot in the Armonk warehouse. As a
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`result, Ms. Zhai's affidavit is inadmissible hearsay disqualified under Section 17-46 of the Connecticut
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`Practice Book.5
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`3 Manager is the highest office under the operating agreement of Oamic Ingredients LLC. Zhimin Deng was
`appointed the Manager by a resolution dated July 12, 2017, the date the operating agreement was executed.
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`4 Although in practice, Defendant limited his transactions to the Citibank account, which was his discretionary
`spending account. Revenue of Plaintiff was deposited into an account at the Bank of China, New York, and remotely
`managed from Xiamen.
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`5 Fox was alerted to this fact during Defendant's deposition. Exhibit Z, page 128. Thereafter, Fox scrambled to
`obtain Zhimin Deng's affidavit during Chinese New Year in Xiamen. See Docket Entry No. 138.00, pages 53-54
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`Zhimin Deng is an unreliable affiant making a statement in his own self-interest. Defendant lacks
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`the ability to cross-examine an affidavit. Therefore, Defendant respectfully requests that this Court
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`subpoena Zhimin Deng as a witness to testify during trial. Defendant relishes the opportunity to
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`cross-examine Zhimin Deng on the stand.
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`Whether the Payments were authorized is a element of the claims of conversion and statutory
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`theft. Plaintiff is required to prove that element by proponderance of evidence. Accepting Zhimin Deng's
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`affidavit as conclusory proof of that element is the equivalent of allowing the Plaintiff to arbitrarily decide
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`who is, and who is not, a thief.
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`There comes a time when every employer may feel that an employee is overpaid. However, that
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`mere belief does not automatically make the employee a thief. Plaintiff is not entitled to summary
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`judgment on the sole basis of Zhimin Deng's belief that Defendant deserved less.
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`2. Whether the Service Companies are allowed to make a profit.
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`In order to show that Defendant paid an excessive amount to his Service Companies, Plaintiff
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`makes two arguments:
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`1. The Service Companies can only charge for cost. They are not allowed to make a profit.
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`2. The Service Companies are not allowed to make a profit because they historically made
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`no profit until the year of Defendant's termination.
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`Plaintiff's first argument contradicts the plain language of the service agreement for each Service
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`Company.
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`The service agreement for Oamic Sales LLC provides:
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`At a minimum, [Oamic Ingredients LLC] shall pay [Oamic Sales LLC] a commission in
`excess of the following:
`1. [Oamic Sales LLC]'s actual cost of maintaining a sales force for [Oamic
`Ingredients LLC],
`2. [Oamic Sales LLC]'s costs incurred on behalf of [Oamic Ingredients LLC] or in
`connection with services performed for [Oamic Ingredients LLC]...
`Exhibit H, page 7.
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`The service agreement for Oamic Payroll LLC provides:
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`At a minimum, [Oamic Ingredients LLC] shall pay [Oamic Payroll LLC] a fee in excess
`of the following:
`1. [Oamic Payroll LLC]'s actual cost of supplying labor to [Oamic Ingredients
`LLC],
`2. [Oamic Payroll LLC]'s costs incurred on behalf of [Oamic Ingredients LLC] or in
`connection with services performed for [Oamic Ingredients LLC].
`Exhibit J (lowercase j), page 7.
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`The service agreement for Oamic Operations LLC provides:
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`At a minimum, [Oamic Ingredients LLC] shall pay [Oamic Operations LLC] a fee in
`excess of the following:
`1. [Oamic Operations LLC]'s actual cost of supplying labor and services to [Oamic
`Ingredients LLC],
`2. [Oamic Operations LLC]'s costs incurred (i) on behalf of [Oamic Ingredients
`LLC] or (ii) in connection with services performed for [Oamic Ingredients LLC].
`Exhibit V, page 8.
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`The service agreement for Oamic Tariff LLC provides:
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`At a minimum, [Oamic Ingredients LLC] shall pay [Oamic Tariff LLC] a fee in excess of
`the following:
`1. [Oamic Tariff LLC]'s actual cost of providing its services to [Oamic Ingredients
`LLC],
`2. [Oamic Tariff LLC]'s costs incurred (i) on behalf of [Oamic Ingredients LLC] or
`(ii) in connection with services performed for [Oamic Ingredients LLC].
`Exhibit W, page 8.
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`The service agreement of every Service Company plainly states that Plaintiff "shall pay" an
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`amount "in excess of" the cost of providing such service to Plaintiff. The language of "[a]t a minimum"
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`further emphasizes the fact that the amount cannot be less than cost.
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`Plaintiff insists that the Service Companies are not allowed to make a profit because the word
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`"profit" is not explicitly stated in the service agreements. Exhibit Z, pages 148, 150, 163,191-193.
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`Essentially, Plaintiff interprets the compensation clause to mean exactly equal to cost.
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`That interpretation defies the logic of plain English. "[I]n excess of" means more than, not equal
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`to. "At a minimum" means not less than. More than cost cannot mean the same as exactly equal to cost.
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`Plaintiff is making a logical mistake.
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`Plaintiff's second argument is that, since the Service Companies historically made no profit until
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`the year of Defendant's termination, they are not allowed to make a profit at all. Defendant hopes that the
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`logical fallacy of this argument is apparent to the reader.
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`Defendant had tax reasons to defer profit. Exhibit Z, page 189. If left in the Service Companies,
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`the profits would have incurred income tax at two levels, entity's and shareholder's, for Defendant.
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`Defendant therefore chose to park the profits at the Citibank account of Plaintiff on December 31st of
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`each year and return the profits to the Service Companies the next day, on January 1st of the next year.
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`That Defendant felt safe enough to park money at the Citibank account of Plaintiff in fact
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`strengthens Defendant's claim that Defendant was merely managing his own money. Defendant had
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`exclusive control of the Citibank account of Plaintiff, which was Defendant's discretionary spending
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`account. Exhibit Z, page 69. Once the account was funded, Defendant had no risk of losing the money.
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`Defendant's conduct therefore confirms that he treated the funds of Citibank account as his personal
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`property. Parking the money there minimized and deferred his income taxes.
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`Even without the tax reasons, Defendant could just decide to be nice to Plaintiff for a few years.
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`Being nice is not the same as a legal obligation. Defendant likes to eat at Burger Kings every weekend
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`and has done so for many years. That does not create a legal obligation for Defendant to eat at a Burger
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`Kings every weekend. Defendant also likes to tip twenty percent (20%) on restaurant meals, but tipping
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`certainly is not a legal obligation.
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`For the foregoing reasons, the Service Companies are legally allowed to make a profit. What
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`amount of profit is reasonable in this Case then becomes the question reserved for the jury.
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`Defendant has presented evidence for the profit margin of his Service Companies:
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`1. The Service Companies transacted a total amount of just under $5.4 million dollars for
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`Plaintiff from 2019 to 2023. Exhibit P, page 1.
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`2. The Service Companies took a profit of under $300,000 from 2019 to 2023. Most of the
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`profit was taken in the year of Defendant's termination. Exhibit P, pages 7-10; Exhibit
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`AA, page 2.
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`The gross profit margin of the Service Companies, collectively, is around 5.5% for all four (4)
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`years of service. See Exhibit P, pages 1, 7-10; Exhibit Z, pages 151-152. That is under $75,000 per year.
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`Defendant finds that profit margin to be modest and reasonable.
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`According to Plaintiff, the only reasonable profit margin for Defendant is zero ($0). Plaintiff
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`actually expects Defendant and his Service Companies to provide valuable services for free.
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`Reasonableness of profit is a jury question. Defendant looks forward to the jury's verdict on this
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`issue.
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`3. Whether Defendant needed Zhimin Deng's prior approval for every transaction.
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`Plaintiff argues that the Payments were unauthorized because Zhimin Deng's prior authorization is
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`required for every payment from the Citibank account of Oamic Ingredients LLC. Zhimin Deng swears
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`in his affidavit that "Mr. Gu was required to obtain my approval before drawing any money from Oamic
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`Ingredients Citibank account." Paragraph 15 of Deng's Affidavit, Docket Entry No. 138.00, page 43.
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`Prior authorization is neither the legal requirement nor the actual practice during Defendant's
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`tenure. Defendant wrote over two thousand (2,000) checks and paid over fifty (50) unique payees prior to
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`his termination. See Exhibit BB. Not once did Defendant seek Zhimin Deng's approval for any of such
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`payments, let alone prior authorization.
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`The enabling resolutions make it clear that Defendant had the full power of Manager, the office
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`held by Zhimin Deng, "whenever the latter is absent from the United States."
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`The enabling resolution appointing Defendant as Chief Executive Officer reads:
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`BE IT FURTHER RESOLVED, that the CHIEF EXECUTIVE OFFICER be given all
`powers and authority of the MANAGER, whenever the latter is absent from the United
`States of America, to act on the MANAGER's behalf and in his stead. Such agency
`powers shall be limited to affairs of [Oamic Ingredients LLC] only and terminate at the
`will of the MANAGER. Exhibit Y, page 1.
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`Nor is Zhimin Deng's prior authorization required for any payment from any of Plaintiff's bank
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`accounts. The enabling resolution appointing Defendant as Treasurer reads:
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`BE IT FURTHER RESOLVED, that the TREASURER be given all powers and authority
`to open bank accounts and conduct banking transactions on behalf of [Oamic Ingredients
`LLC]. Exhibit I (lowercase i), page 1.
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`The requirement of prior authorization is a fanciful creation of the attorneys at Fox after this
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`lawsuit began.
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`Zhimin Deng is a busy man. He has nearly one thousand (1,000) employees at his factory in
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`Xiamen, China. His accounting office, which is across the hallway from his office, has a permanent staff
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`of over twenty (20) employees. Zhimin Deng resides and works in Xiamen, China, which has a time
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`difference of twelve (12) hours from Armonk, NY.
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`Despite this time difference and his busy schedule, Zhimin Deng swears in his affidavit that "Mr.
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`Gu was required to obtain my approval before drawing any money from Oamic Ingredients Citibank
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`account." Paragraph 15 of Deng's Affidavit, Docket Entry No. 138.00, page 43.
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`Prior authorization was never a realistic and practicable system. It would not have survived the
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`test of time lasting all seven (7) years of Defendant's employment. If Zhimin Deng is willing to swear
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`that prior authorization was the actual sytem put in place, he should do so at trial and allow himself to be
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`cross-examined on the stand. The jurors can then decide for themselves whether Zhimin Deng's
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`testimony is credible.
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`In reality, control was exercised not through prior authorization, but through limited funding:
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`1. Two bank of accounts were set up for Oamic Ingredients LLC.
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`2. The general account, managed remotely by Xiamen, was set up at the Bank of China, New York.
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`Into this account was deposited all revenue of Plaintiff. Defendant had signing authority over the
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`account but refrained from transacting with it. Zhimin Deng was the other signer.
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`3. Defendant's discretionary spending account was set up at Citibank. Into this account was
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`deposited Defendant's budget for operations. Defendant had sole signing authority over the
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`account and sole discretion on all transactions with it.
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`4. Whenever the balance of the Citibank account ran low, Defendant requested additional funding
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`from Plaintiff. At the time of each new budget request, Defendant provided Zhimin Deng and his
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`Xiamen accountants an accounting statement of how the money had been spent. Exhibit O was
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`the last of such accounting statements.
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`See Docket Entry No. 137.00, pages 4-5; Exhibit Z, pages 33, 85, 105.
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`Zhimin Deng controlled how much Defendant's discretionary spending account was funded with
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`each budget request. In the early years, the Citibank account was funded $200,000 at a time. During
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`construction of the warehouse, funding came $500,000 at a time. After Defendant's disputes with Zhimin
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`Deng over mislabeling, funding decreased to $100,000 at a time, barely enough to fund the warehouse
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`operations for one month. Exhibit Z, pages 71, 85; Docket Entry No. 137.00, page 5. Lack of funding
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`was one force driving Defendant's attempt to renegotiate his compensation.6
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`Contemporaneous with the decrease in funding, a dedicated auditor for Defendant was appointed
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`in Xiamen. Her name was Zhou Xiujuan. Exhibit Z, pages 17, 104. Defendant submitted weekly reports
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`to Ms. Zhou in a form substantially similar to Exhibit O, along with a copy of the checks Defendant had
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`written, the bank and credit card statements Defendant had received, and the receipts kept for the week
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`before. Docket Entry No. 137.00, page 4. Zhimin Deng was not copied on such weekly reports. The
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`reports were always after the fact. Defendant never sought prior authorization, nor was he required to.
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`Exhibit Z, page 85.
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`Given the structural separation of the two bank accounts for Oamic Ingredients LLC, the enabling
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`resolutions granting Defendant the powers to transact, and the parties' actual practice of after-the-fact
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`accounting, Defendant never had to, and never did, seek prior authorization from anyone.
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`Zhimin Deng is lying when he swears in his affidavit: "Mr. Gu was required to obtain my
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`approval before drawing any money from Oamic Ingredients Citibank account." Paragraph 15 of Deng's
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`Affidavit, Docket Entry No. 138.00, page 43.
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`6 The other two reasons were that (i) Zhimin Deng refused to pay Defendant's commission on the revenue of
`Plaintiff, and (ii) Zhimin Deng repeatedly pressured Defendant to break the law.
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`4. Whether each Service Company's separate legal existence from Plaintiff should be ignored.
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`Having failed to establish Plaintiff's legal ownership of the money and property it seeks, Plaintiff
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`then asks this Court to ignore the separate legal existence of Defendant's Service Companies. Plaintiff's
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`argument proceeds as follows:
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`1. The Service Companies are mere "shell companies" that performed no real service.
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`Therefore, their separate existence from Plaintiff should be ignored.
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`2. Money legally held by a Service Company is still equitably owned by Plaintiff, because
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`Plaintiff was the sole source of revenue for the Service Company.
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`3. Property purchased by a Service Company is still equitably owned by Plaintiff, because
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`Plaintiff was the sole source of revenue for the Service Company.
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`Defendant's refutation of the above argument is as follows:
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`1. The Service Companies provided valuable services and real benefits for Plaintiff.
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`2. Plaintiff has not made a serious argument for piercing the corporate veil. Even if Plaintiff
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`were to succeed in piercing, Defendant would then become the legal owner of the
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`underlying assets, not Plaintiff.
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`3. Absent a legal agreement conveying equitable or beneficial interest, Plaintiff has no claim
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`of equitable ownership against any of the Service Companies.
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`4. Being the sole source of revenue for someone does not confer equitable ownership over
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`the latter's property.
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`Each Service Company was created (i) in response to a particular need of Plaintiff and (ii) had a
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`real purpose for being. The history and exact nature of such services were provided with exhaustive detail
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`in Defendant's deposition. See Exhibit Z, pages 60-61; Exhibit N, pages 1-2. In the next section,
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`Defendant shall present such evidence in detail.
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`While ignoring each Service Company's separate legal existence, Plaintiff has made no serious
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`attempt at piercing the corporate veil. Because every Service Company observed corporate formalities
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`and performed real services for Plaintiff, it would have been an overwhelming burden to pierce the
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`corporate veil. Therefore, Plaintiff did not try and simply stated the conclusion that the corporate veil has
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`been pierced.
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`The problem with piercing the corporate veil is that, even if it were to succeed in this Case,
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`Defendant, not Plaintiff, would then become the owner of all the assets of the Service Companies. See
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`Exhibit N. There is no commonality of ownership between Plaintiff and the Defendant.7
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`To put it differently, a corporation cannot own a natural person. The Thirteenth Amendment of
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`the United States constitution prohibits Plaintiff from owning Defendant. So Plaintiff would not become
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`the legal owner of any property of the Service Companies even if the corporate veil were to be pierced.
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`Plaintiff's argument for equitable ownership of the assets also fails upon first examination. The
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`service agreements between the Service Companies and Plaintiff do not confer any equitable or beneficial
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`interest in the money received from Plaintiff. See Exhibit H, Exhibit J (lowercase j), Exhibit V,
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`Exhibit W. Each agreement demands a fee for service performed. It is no different in nature than a
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`service contract to mow the lawn of Plaintiff.
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`Lacking support in law and in contract, Plaintiff continues to argue for equitable ownership of the
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`money paid to the Service Companies. According to Plaintiff, money paid to each Service Company is
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`still equitably owned by Plaintiff, because (i) Plaintiff was the sole client of each Service Company, and
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`(ii) Plaintiff provided the entire revenue of each Service Company.
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`Defendant disagrees with Plaintiff's logic. To invoke the lawn-mowing analogy again, a
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`lawn-mower may only have one client, and he may only mow the lawn of that one client. No one,
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`Defendant hopes, will think that the client still retains an interest in the money he pays the lawn-mower
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`for mowing the lawn. Once payment is tendered, the money becomes the property of the recipient.
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`7 Defendant tried to convince his Xiamen auditors of this fact, but to no avail. The Xiamen accountants believe the
`Service Companies to be subsidiaries of Plaintiff.
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` In his typical arrogance, Zhimin Deng trusted the advice of his Xiamen "professionals" and accused Defendant of
`incompetence and malpractice. See Deng's nasty email, Exhibit A, page 1.
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`Another fitting analogy is an employee who works for only one employer. By the setup of this
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`example, the employer is the sole source of revenue for the employee. The employer in fact is the only
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`client of the employee in this example. By Plaintiff's logic, the employer would retain beneficial
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`ownership o