DAVID A McGRATH SUED - CASE# BC441922 - RCity vs. David A McGraht, Does 1 Trough 20

CONFORNiED copy
Ii' ORIGINAL FILED

THOMAS B. MOORE III, SB # 11 5107 L~ Angeles superior Court
NICOLE V. ECONOMOU SB#154485
2 THE MOORE LAW TEAM JUl .\ 920\0
228 Hamilton Ave. Third Floor
3 PaIo Alto, CA 94301 10M A. Clarke/prtrlive Officer/Clerk
4 Telephone: (650) 798-5352 BY MARY O~ Deputy

Facsimile No.: (650) 798-5001
5
Attorneys for Plaintiff
6 R CITY, INC.
7
8 SUPERIOR COURT OF CALIFORNIA

9 FOR THE COUNTY OF LOS ANGELES
10
11 R CITY, INC .• a California corporation, NO.
12 Plaintiff, COMPLAINT FOR CONVERSION,
POSSESSION OF PERSONAL
13 vs. PROPERTY, THEFT. CONSPIRACY,
INTENTIONAL INTERFERENCE
14 DOES t through 20, inclusive, WITH ECONOMIC ADVANTAGE. .
NEGLIGENT INTERFERENCE WITH
15 Defendants. ECONOMIC ADVANTAGE. TRESPASS.
UNFAIR COMPETITION AND
16 NEGLIGENCE
17 UNLIMITED JURISDICTION
18
19
20 PlaintiffR City, Inc. ("R City") allege as follows:
21 COMMON ALLEGATIONS
22 1. Plaintiff R City is, and at all times herein mentioned was, a CaJifomia coiporation
23 operating in this County. Until July 3, 2010, R City operated a wine bar called "The Must" at 118
24 West Sth Street, Los Angeles.
25 2. Weeneez LLC C'·Weeneez") is, and at all times herein mention was. a California
26 limited Jiability company with its principal place of business in Los Angeles. Weeneez' principals
27 are Sid Carter and Julie Rico cnWeeneez' Principals"). R City. Weeneez and Weeneez' Principals
28 are engaged in binding arbitration under the administration and rules of the American Arbitration
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COMPLAINT FOR CONVERSION. ETC.
1 Association. The matter has been assigned case number 72 115 E 00271 10. R City is informed
2 and believes, and on that basis alleges, that the arbitration has jurisdiction over the matters set forth
3 below with respect to Weeneez and its Principals, otherwise they would be named as defendants
4 herein.
5 3. The true names and capacities, whether individual, corporate or otherwise of the
6 defendants named herein as Does 1 through 20, inclusive, are unknown to R City at this time who,
7 therefore, sues these defendants by such fictitious names. R City will further amend this complaint
8 to state the true names and capacities of these unknown defendants when the same have been
9 ascertained, together with further appropriate charges and allegations.
10 4. R City is informed and believes, and on that basis alleges, that each fictitiously
11 named defendant is responsible in some manner for the occurrences herein alleged and that R
12 City'S damages as herein alleged were directly and proximately caused by defendants' acts or
13 failures to act. Specifically, R City is informed and believes that Does 1 through 5 are currently in
14 possession of the Premises as one or more new tenants ("New-Tenant Does").
15 5. R City is informed and believes and, on that basis alleges that at all times relevant
16 hereto, the defendants, and each of them, were acting within the scope of their authority on behalf
17 of the other defendants and with the permission and consent of each of the other defendants and
18 further, that said defendants conspired with and aided and abetted each other in the commission of
19 the acts set forth below.
20 6. The acts and omissions alleged below took place in this county, and the New-Tenant
21 Does have their principal place of business in this county.
22 7. RCity was incorporated in July 2008, and the founders started looking for a location
23 at which to operate a wine bar. They found a potential location at 118 West 5th Street in Los
24 Angeles (the "Premises"). The main tenant was, Weeneez. Weeneez had more space than it could
25 use, so it made sense for RCity to sublet a portion of the premises from it.
26 8. R City gained its right of possession of the Premises by means of an idiosyncratic
27 "Agreement" which R City and Weeneez entered into on or about November 8, 2008. A copy of
28 the Agreement is attached hereto as Exhibit A and is incorporated herein by reference. Under the
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terms of the Agreement, R City agreed to pay a "Monthly Working Capital Payment," i.e., rent, of
2 $4,000 per month, to Weeneez for the Premises. The term of the Agreement was
3 contemporaneous with the master lease agreement that Weeneez had entered into with the landlord,
4 Security Building Loft Partners LP ("Security Building Loft Partners"). That master lease was not
5 due to terminate until January 2012 and could be extended a further five years to January 2017.
6 9. Certain aspects of the Agreement were abundantly clear: First, the Agreement did
7 not form any sort of partnership or other joint venture between Weeneez and R City. Section 13.13
8 expressly states: "The parties to this Agreement are independent contractors. There is no
9 relationship of agency, partnership, joint venture, employment, or franchise between the parties.
10 Neither party has the authority to bind the other or to incur any obligation on behalf of the other."
11 Second, the Agreement specified that R City's personal property was unambiguously its property
12 and would remain so upon termination of the Agreement. Section 11.9 of the Agreement states:
13 "Upon termination or expiration of this Agreement, [R City] may retain title to any furniture,
14 fixtures, and equipment that were acquired by [R City] during the term of this Agreement."
15 10. In reliance on the Agreement and the lease term, R City began construction on
16 improvements to the premises in order to open its wine bar. It invested over $250,000 in those
17 improvements, and RCily opened The Must in December 2008. It become a popular place in the
18 area.
19 11. At or near the opening of The Must, R City orally notified Security Building Loft
20 Partners that it was Weeneez' subtenant. R City secured the written consent of Security Building
21 Loft Partners via an exchange of emails dated June 26, 2009, by which Security Building Loft
22 Partners gained the benefit of being named as an additional insured on R City'S insurance policies.
23 Security Building Loft Partners also ratified R City's subtenancy in a variety of ways subsequent to
24 that date. Security Building Loft Partners received a copy of the Agreement on or about November
25 10,2009.
26 12. Over the course of the R City's sublease, a variety of significant disputes emerged.
27 RCity discovered, for example, that the rent that Weeneez was charging RCity was significantly
28 more, on a percentage basis, than the amount of space that Reity was occupying. Weeneez also
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1 promised to secure any modifications to the existing liquor license necessary to permit RCity to
2 sell beer and wine (Section 3.2.2). It failed to do so. Because of the disputes with Weeneez, RCity
3 initiated the arbitration in the first week of March 2010. The idea was to remedy Weeneez'
4 breaches and to bring the Agreement in line with its intent.
5 13. In or about November 2009, R City became aware that Weeneez' Principals were
6 seeking to sell not only Weeneez' own operation but The Must as well. R City protested and
7 Weeneez appeared to suspend its sa.1es efforts for a period of time. In April 2010 and after R City
8 initiated the arbitration, R City discovered an on-line advertisement by which Weeneez' Principals
9 again appeared to be trying to sell The Must. The advertisement expressly stated that any potential
10 buyers should not contact employees of The Must. Again, R City protested, and the advertisement
11 appeared to be removed.
12 14. R City is informed and believes, and on that basis alleges, that at some point prior to
13 June 30, 2010, Weeneez and Security Building Loft Partners agreed to terminate the master lease
14 prematurely. No form of notice was provided to R City, which continued to operate The Must on
15 the understanding that over a year and a half remained in the term of the master lease and the
16 Agreement.
17 15. On or before June 30, 2010, the New-Tenant Does received a copy of the
18 Agreement.
19 16. R City performed each and every obligation on its part under the Agreement. On
20 June 30, 2010, RCity paid its rent as usual in the amount of $4, 120. The check was left on the desk
21 of one ofWeeneez' Principals, Julie Rico. She cashed it.
22 17. On Friday, July 2, the day before the July 4 holiday weekend, R City operated The
23 Must as usual. At that time, R City had various personal property within the Premises such as
24 inventory in the form of wine and beer, chairs, glassware, refrigerators, various equipment and an
25 office computer (the "Movable Personal Property") as wells as booths, lights, cabinets, tables and
26 similar equipment (the "Furnishings"). The Must had eighteen employees.
27 18. At 2:00 a.m. on Saturday morning, the employees of The Must locked the doors and
28 left for the night. At about 2:45 a.m., at least one white moving truck pulled up outside The Must
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and systematically removed all of the Movable Personal Property from inside. Weeneez'
2 Principals and at least one of the New-Tenant Does were present to supervise the move. They also
3 covered the windows of The Must with brown paper, changed the locks and padlocked the doors.
4 The Furnishings remained inside.
5 19. Weeneez' Principals and at least one of the New-Tenant Does posted three notices
6 on the windows. Two of the notices purported to terminate the Exhibit A Agreement and
7 fraudulently indicated that R City would have an opportunity to remove its own possessions - even
8 though the possessions had already been removed. The third notice sought to solicit The Must's
9 employees to work at the New-Tenant Does' future restaurantlbar.
10 20. The Weeneez' Principals and the New-Tenant Does put the Moveable Personal
II Property in a storage unit. Weeneez' Principals and the New-Tenant Does did not surrender the
12 keys to the storage unit until July 8. Weeneez' Principals and the New-Tenant Does did not permit
13 R City to repossess the Moveable Personal Property until July 14. The Moveable Personal
14 Property was damaged by the move and by the heat within the storage unit.
15 21. As of the date of this Complaint, the New-Tenant Does are in possession of the
16 Premises and continue to hold the Furnishings.
17 FIRST CAUSE OF ACTION
18 Conversion
19 22. R City incorporates herein by reference each and every allegation set forth in
20 paragraphs 1 through 21.
21 23. At all times herein mentioned, and in particular on or about July 3, 20 10, RCity was,
22 and still is, the owner of the Moveable Personal Property, the Furnishings and other kitchen
23 equipment and inventory that remain within The Must's former Premises.
24 24. On or about July 2,2010, the property described above had a value of over
25 $100,000.
26 25. On or about July 3, 2010, the New-Tenant Does and Weeneez' Principals took the
27 property described in paragraph 23 above from RCity's possession and converted the same to their
28 own use.
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1 26. As a proximate result of the New-Tenant Does' conversion, RCity has suffered and
2 will continue to suffer damages for loss of use of its property and disruption to its business in an
3 amount to be determined at trial. R City estimates that the fair rental value of its personal property
4 was $400 for the ten days before the Moveable Personal Property was returned and that the fair
5 rental value of the Furnishings is $1,300 per month.
6 27. Between the time of the New-Tenant Does' conversion of the above-mentioned
7 property to their own use and the filing of this action RCity expended $4,667, in retrieving the
8 Moveable Personal Property and will spend further sums to store that property appropriately.
9 28. R City is informed and believes, and on that basis alleges, that New-Tenant Does
10 and or their agents have physically damaged the personal property described above. RCity has
11 suffered damages and will suffer damages in an amount to be proven at trial for repair costs or
12 irreparable property damage to the personal property.
13 29. In taking, wrongfully possessing, and detaining the property described above, the
14 New-Tenant Does' conduct was willful and was intended to cause injury to R City in that New-
15 Tenant Does took R City'S property secretly, at night over a holiday weekend with full knowledge
16 of the impact that such removal would have on R City's business and the welfare of its principals
17 and employees. R City is therefore entitled to an award of exemplary damages.
18 WHEREFORE, plaintiff R City prays for judgment against the defendants, and each of
19 them, as set forth below.
20 SECOND CAUSE OF ACTION
21 Possession of Personal Property
24 31. R City is, and at all times herein mentioned was, the owner of the personal property
25 remaining in the Premises, specifically, the Furnishings and other kitchen equipment. The value of
26 this personal property is approximately $65,000.
27 32. R City is, and at all times herein mentioned was, entitled to the immediate and
28 exclusive possession of the personal property remaining in the Premises.

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1 33. On or about July 3, 2010, the New-Tenant Does and Weeneez' Principals
2 wrongfully and without RCity's consent took possession of the personal property described in
3 paragraph 31 above. Since that time, New-Tenant Does have been, and now are, in wrongful
4 possession of the property in violation ofR City's right to immediate and exclusive possession.
5 34. During, and as a proximate result of, New-Tenant Does' wrongful possession and
6 detention of the personal property described above, R City has suffered loss of use and enjoyment
7 of the personal property in an amount to be determined at trial.
8 35. R City is informed and believes, and on that basis alleges, that New-Tenant Does
9 and or their agents have physically damaged the personal property described above. R City has
10 suffered damages and will suffer damages in an amount to be proven at trial for repair costs or
11 irreparable property damage to the personal property.
12 36. In taking, wrongfully possessing, and detaining the property described above, the
13 New-Tenant Does' conduct was willful and was intended to cause injury to R City in that New-
14 Tenant Does took R City'S property secretly, at night over a holiday weekend with full knowledge
15 of the impact that such removal would have on R City's business and the welfare of its principals
16 and employees. R City is therefore entitled to an award of exemplary damages.
19 THIRD CAUSE OF ACTION

20 Theft (Penal Code § 496)
23 38. The New-Tenant Does received R City's Furnishings, which were obtained in a
24 manner constituting theft, knowing such property to be stolen from R City, and the New-Tenant
25 Does concealed, withheld and aided in concealing and withholding the property from R City.
26 39. R City has been injured by the preceding conduct of the New-Tenant Does, and, as a
27 proximate result of such conduct, R City has suffered actual damages in the approximate amount of
28 $65,000 unless and until the Furnishings are returned.

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1 40. Pursuant to Penal Code Section 496, R City is entitled to an award of three times the
2 amount of actual damages, costs of suit and reasonable attorneys' fees.
5 FOURTH CAUSE OF ACTION

6 Conspiracy
9 42. At a time as yet to be determined but within the last four months, the Doe
10 defendants, and each of them, and Weeneez' Principals agreed among themselves to dispossess R
11 City of its right of possession of the Premises and to convert R City'S personal property secretly at
12 night over the July 4 holiday weekend without any form of notice or opportunity for R City to take
13 legal action to restrain the Doe defendants and the Weeneez' Principals from carrying out their
14 secret plan.
15 43. R City is informed and believes, and on that basis alleges, that Weeneez' Principals
16 and Security Building Loft Partners agreed to terminate the master lease prematurely so that the
17 New-Tenant Does could take possession of the Premises and concealed the material fact that they
18 had done so from R City, even though Weeneez' Principals and Security Building Loft Partners
19 knew that R City was in possession of the premises, was paying rent for the privilege of doing so
20 and was likely to suffer significant loss of business as a result of being dispossessed. Weeneez'
21 Principals intentionally concealed the lease termination with the intent to defraud R City, R City
22 was unaware of the concealed fact and would have taken action to protect its interests if it had
23 known the concealed fact.
24 44. In addition, Weeneez' Principals and the New-Tenant Does converted R City'S
25 personal property, as is more fully alleged in paragraphs 22 through 29 above.
26 45. The Doe defendants, and each of them, and Weeneez' Principals did the acts and
27 things herein alleged in furtherance of, the conspiracy and above-described agreement.
28
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1 46. Doe defendants, and each of them, furthered the conspiracy by cooperation with and
2 lent aid and encouragement to Weeneez' Prinicipals in that the Doe defendants, and each of them,
3 agreed to maintain the secrecy of the plan to dispossess R City, drafted the notices posted on the
4 Premises on July 3, posted the notices at the Premises, drafted and executed agreements to effect
5 the dispossession of R City, accompanied Weeneez' Principals in removing R City's property and
6 converted R City's property.
7 47. The last overt act in pursuance of the above-described conspiracy is on-going
8 insofar as the New-Tenant Does continue to possess R City's furnishings, thereby hindering R
9 City's ability to resume The Must at a new location.
10 48. As a proximate result of the wrongful acts herein alleged, RCity has suffered
11 damages to its business in an amount to be determined at trial for the disruption to its business,
12 wrongful dispossession of the Premises, and dispossession of its personal property, its efforts to
13 locate a new location and any lasting diminution to the value of its business.
14 49. In doing the things herein alleged, defendants and each of them acted willfully and
15 with the intent to cause injury to RCity. Defendants and each of them were guilty of malice,
16 oppression and fraud in conscious disregard of RCity's rights, thereby warranting an assessment of
17 punitive damages in an amount appropriate to punish defendants and to deter others from engaging
18 in similar conduct.
21 FIFTH CAUSE OF ACTION
22 Intentional Interference with Economic Relationship
25 51. From December 2009 to July 2010, R City established an economic relationship in
26 the form of the good will of its customers based, in part, on its name, service, quality of its
27 products, reputation and location. R City also established employment agreements with its
28 eighteen employees, whereby the employees contributed to building that good will.
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1 52. The New-Tenant Does knew of this relationship with its customers and employees
2 and coveted them for themselves.
3 53. On or about July 3,2010, the New-Tenant Does interfered with R City's economic
4 relationship with its customers and employees by: (i) Secretly removing all of Moveable Personal
5 Property to a storage facility; (ii) changing the locks on the Premises thereby depriving R City of
6 its rightful possession of the Premises; (iii) converting the Furnishings and part ofR City's
7 inventory; (iv) posting notices after the removal ofR City's personal possessions that fraudulently
8 indicated that R City would have an opportunity to remove its 0wn possessions; (v) posting a
9 solicitation ofR City's employees; (vi) failing to adequately protect R City's inventory of fine
10 wines so that it roasted within a non-air conditioned storage facility; and (vi) physically damaging
11 R City'S property so that much if it is in need of repair.
12 54. The foregoing acts were wrongful, in that they constituted fraud, wrongful
13 dispossession ofR City from the premises, conversion and physical damage to property.
14 55. The foregoing acts actually disrupted R City's economic relationships in that it has
15 been unable to conduct any business at all since July 3 and will not be able to conduct business for
16 the foreseeable future.
17 56. As a proximate result of the aforementioned acts, R City has suffered damages in an
18 amount to be determined at trial. Such damages would include damages for the disruption to R
19 City's business, wrongful dispossession of the Premises, dispossession of its personal property,
20 damage to its personal property, its efforts to locate a new location and any lasting diminution to
21 the value of its business.
22 57. In doing the things herein alleged, defendants and each of them acted willfully and
23 with the intent to cause injury to RCity. Defendants and each of them were gUilty of malice,
24 oppression and fraud in conscious disregard of RCity's rights, thereby warranting an assessment of
27 WHEREFORE, plaintiffR City prays for judgment against the defendants, and each of

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SIXTH CAUSE OF ACTION
2 Negligent Interference with Economic Relationship
5 59. The Doe defendants, and each of them, through the want of ordinary care, disrupted
6 R City's economic relationship with its customers and employees by: (i) Secretly removing all of
7 the Moveable Personal Property and transporting that personal property of R City to a storage
8 facility; (ii) changing the locks on the Premises thereby depriving R City of its rightful possession
9 of the Premises; (iii) converting the Furnishings; (iv) posting notices after the removal ofR City's
10 personal possessions that fraudulently indicated that R City would have an opportunity to remove
II its own possessions; (v) posting a solicitation ofR City's employees; (vi) failing to adequately
12 protect R City's inventory of fine wines so that it roasted within a non-air conditioned storage
13 facility; and (vi) physically damaging R City'S property so that much if it is in need of repair.
14 60. As a proximate result of the negligence of the Doe defendants, and each of them, R
15 City has suffered damages in an amount to be determined at trial.
18 SEVENTH CAUSE OF ACTION
19 Trespass
22 62. Pursuant to the terms of the Agreement and on July 3, 2010, R City was in rightful
23 possession of the Premises pursuant the Agreement and its payment of rent for the month of July.
24 R City had the right to continue in possession of the Premises until the termination of the master
25 lease in January 2012.
26 63. On or about July 3, the New-Tenant Does wrongfully and unlawfully entered into
27 the Premises, and: (i) secretly removed all of the Moveable Personal Property and transporting that
28 personal property of R City to a storage facility; (ii) changed the locks on the Premises thereby
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1 depriving R City of its rightful possession of the Premises; (iii) converted the Furnishings within
2 the Premises; and (iv) posted notices after the removal ofR City's personal possessions that
3 fraudulently indicated that R City would have an opportunity to remove its own possessions.
4 64. As a proximate result of the aforementioned acts, R City has suffered damages in an
S amount to be determined at trial. Such damages would include damages for the disruption to R
6 City'S business, wrongful dispossession of the Premises, dispossession of its personal property,
7 damage to its personal property, its efforts to locate a new location and any lasting diminution to
8 the value of its business.
9 6S. In doing the things herein alleged, defendants and each of them acted willfully and
10 with the intent to cause injury to RCity. Defendants and each of them were guilty of malice,
II oppression and fraud in conscious disregard of RCity's rights, thereby warranting an assessment of
IS them, as set forth below.
16 EIGHTH CAUSE OF ACTION

17 Unfair Competition (Bus. & Prof. Code §§ 17200, et seq.)
19 paragraphs 1 through 6S.
20 67. R City is informed and believes that the New-Tenant Does intend to operate a
21 restaurant/wine bar business catering to the same customers as R City's customers and is in
22 competition with R City for those customers.
23 68. On or about July 3, 2010, the New-Tenant Does engaged in acts of unfair
24 competition by: (i) Secretly removing all of the Moveable Personal Property and transporting that
25 personal property to a storage facility; (ii) changing the locks on the Premises thereby depriving R
26 City of its rightful possession of the Premises; (iii) converting the Furnishings; (iv) posting notices
27 after the removal ofR City's personal possessions that fraudulently indicated that R City would
28 have an opportunity to remove its own possessions; (v) posting a solicitation ofR City's
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COMPLAINT FOR CONVERSION, ETC.
1 employees; (vi) failing to adequately protect R City's inventory of fine wines so that it roasted
2 within a non-air conditioned storage facility; and (vi) physically damaging R City's property so
3 that much if it is in need of repair.
4 69. The foregoing acts actually disrupted R City's economic relationships in that it has
5 been unable to conduct any business at all since July 3 and will not be able to conduct business for
6 the foreseeable future. The foregoing acts will, in the future, hamper R City's ability to compete
7 for customers, because Doe has taken to itselfR City'S prior location where it has established its
8 clientele.
9 70. R City is entitled to relief, including full restitution and/or disgorgement of all
10 revenues, earnings, profits, compensation and benefits obtained by the New Tenant Does as a result
11 of such unfair competition.
12 71. The foregoing acts are acts of unfair competition within the meaning of Business
13 and Professions Code Section 17203. The New-Tenant Does will continue to do those acts unless
14 the court orders the New-Tenant Does to cease and desist direct competition with R City from the
15 Premises.
16 72. R City has incurred and, during the pendency of this action will incur, expenses for
17 attorneys' fees and costs herein.
20 NINTH CAUSE OF ACTION
21 Negligence
23 paragraphs I through 17.
24 74. The Doe defendants, and each of them, having been put on notice ofR City'S rights
25 under the Agreement as well as the desire ofWeeneez Principals to dispossess R City secretly and
26 at night, owed R City a duty of reasonable care: (i) to investigate R City's rights fully, (ii) to
27 refrain from participating in any conduct that would infringe the rights for which Doe had notice,
28 and (iii) to exercise due care with respect to the personal property.
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COMPLAINT FOR CONVERSION, ETC.
1 75. The Doe defendants' conduct fell below that reasonable care by (i) failing to
2 investigate R City's rights, (ii) participating in the dispossession ofR City, and (iii) damaging R
3 City'S property.
4 76. As a proximate result of the Doe defendants' negligence, R City suffered damages
5 in an amount to be determined at trial.
6 WHEREFORE, plaintiffR City prays for judgment against all of the defendants, and each
7 of them, as follows:
8 PRAYER
9 1. For possession of the personal property described above or, if the property cannot be
10 delivered, for its value in an amount estimated to be $65,000;
11 2. For compensatory damages in an amount to be determined at trial;
12 3. For restitution to R City of all sums unlawfully collected by the New-Tenant
13 defendants as a result of their unfair competition;
14 4. For a preliminary and permanent injunction enjoining the New-Tenant Does and
15 their agents, servants and employees and all persons acting under or in concert with them, to cease
16 and desist from the following acts: (i) operating a restaurant/wine bar in direct competition with R
17 City at the Premises, and (ii) operating a restaurant/wine bar in direct competition with R City with
18 any ofR City'S personal possessions;
19 5. For treble damages under Penal Code Section 496;
20 6. For an award of punitive damages;
21 7. For reasonable attorneys' fees;
22 8. For prejudgment interest at the legal rate;
23 9. For costs of suit incurred herein; and
24 10. For such other further relief as the Court deems just and proper.
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Dated : Jul y 19,2010 TI-IE MOORE LA W TE? 7
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4 Auorneys for Plaint iff
R City, Inc.
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COMPLAINT FOR CONVERS IO N, ETC.
EXHIBIT A .
Agreement
between
Weeneez LLC and RCity, Inc.
November 5, 2008
,--------- ------------------------------------
THIS AGREEMENT (this "Agreement") is made November 5. 2008 , 2008, by and between Weeneez LLC, a
California limited liability company, and RCitl, a C01poration in California.
Prolog
WHEREAS: Weeneez LLC presently operates the Julie Rico Gallery in the Premises (as defined in Item 1.1
below); and
WHEREAS: Weeneez LLC and RCity now desire to enter into an agreement under which RCity, (either,
hereinafter "RCity" or "The Must Wine Bar") will operate The Must Wine Bar in the designated space
presently maintained and operated by Weeneez LLC as the Julie Rico Gallery;
NOW, THEREFOR: In consideration of the mutual promises and covenants set forth below, the parties hereby
agree as follows:
Item 1
OPERATION OF MUST WINE BAR
1.1. Commencing upon the execution of this Agreement, Operator shall assume responsibility for operating
the restaurant business at the following address, which is in the space presently maintained and operated
by Weeneez LLC as Julie Rico Gallery (the "Premises"):
118 W. 5th Street
Los Angeles
CA90013
Following the execution of this Agreement, Operator shall have the right to commence work to make
agreed renovations, set forth in Exhibit 1.2 Agreed Renovations, and only the agreed renovations to the
Premises and Weeneez LLC shall cooperate with Operator to that end. Weeneez LLC shall remove all
artwork from the Premises from November 15, 2008 until no later than '_December 31, 2008, unless an
earlier date is approved by Operator to accommodate agreed upon renovations ..
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1.2 The parties hereto hereby acknowledge that Weeneez LLC also owns and operates a fast food restaurant
doing business as Weeneez at the following address:
500 South Spring Street
Los Angeles, CA 90013
1.3 Weeneez and Operator will share the adjoining spaces designated by the addresses indicated above and
the utilities that serve the adjoining spaces.
1.4 Subject to the provisions of this Agreement, Operator shall have the exclusive, non-transferable, and
non-sub-licensable right to operate the _Must Wine Bar _ restaurant business in the Premises until
January 31, 2012, subject to any extensions provided for in this Agreement. Operations at the Premises
shall consist exclusively offood and beverage service and catering business activities.
1.5 Subject to the provisions of this Agreement, Operator's operations at the Premises will be limited to
selling foods and beverages (only as allowed by law) as well as providing food catering services.
Operator may not provide or sell any other goods or services from the Premises without the written
consent ofWeeneez LLC, which shall not unreasonably b.e withheld, conditioned, or delayed.
1.6 Infonnation regarding agent for service of process for Weeneez LLC is disclosed in Exhibit 1.9.
1. 7 Infonnation regarding agent for service of process for MUST WINE BAR. is disclosed in Exhibit 1.1 O.
Item 2
OFFICERS OF WEENEEZ LLC
2.1 Weeneez LLC is owned (up to the time when Operator obtains his/its 10% ownership interest as
provided for in Item 3.2.3) and operated by the officers indicated below:
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Chief Executive Officer: Sid Carter
Sid Carter currently works as a Consultant for Pacificorp in Portland, Oregon. In his capacity as a
financial and economic analyst he has valued restaurants. Sid graduated from Stanford University and
California State University, Los Angeles with undergraduate and graduate degrees in Economics.
President: Julie Rico
Julie Rico has owned and operated three art galleries in Los Angeles during the past 15 years. She has
worked in management and sales positions at corporations such as the LA Times and General Motors.
Julie Rico has worked at McDonalds, Burger King, Howard Johnsons, Dairy Queen, Banquet Waitress,
Steak House Waitress and many other food service businesses. She has an undergraduate degree in
Journalism from Wayne State University.
Item 3
INVESTMENT AND FEES, GRANTING OF RIGHTS
3.1 Operator shall:

3.1.1 Make a $30,000 investment in Weeneez LLC upon execution of this Agreement;
3.1.2 Make all other payments to Weeneez LLC as indicated in Item 4 below; and
3.2 Weeneez LLC shall:
3.2.1 And hereby does, grant to Operator an exclusive, non-transferable, and non-sub-licensable
license to operate a restaurant business at the Premises pursuant to the tenns and conditions
indicated in this Agreement. Operator may not execute agreements for other uses of the
premises without the written consent ofWeeneez LLC, which shall not unreasonably be
withheld, conditioned, or delayed.
3.2.2 Apply for. and receive any modifications to the Premise's current ABC beer and wine license
("ABC 41 license") in order to support sells of beer and wine by the Operator pursuant to the
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h
ABC 41 license. Weeneez may sell five brands of bottled beers during operating hours at retail
market prices that are comparable to retail prices for similar products. Weeneez may sell
champagne, mimosas, Bloody Marys, and other "breakfast" beverages when serving breakfast.
3.2.3 Grant to Operator a 10 % ownership interest in Weeneez LLC, which ownership interest
Operator shall retain during the term of this Agreement. This ownership interest shall not entitle
Operator to any sales or earnings ofWeeneez LLC or any profit or loss distributions or
allocations ofWeezeez LLC nor to any voting or control rights in Weeneez LLC except as
specified in written documents properly signed by Sid Carter and Julie Rico or as required by
law. In return, each party shall indemnify the other party pursuant to section 12.2.
-4of31-
Item 4
OTHERS FEES
Name of fee Amount Due Date Remarks

The payment of the 1st month's
and last month's Working
Capital Payment, totaling
Payable on the 1st day of every
$6,000. The amount of the
month, commencing on December 1, Monthly Working Capital
2008 and, upon the execution ofthe Payment will change upon the
instant agreement, with the payment expiration of the Initial Lease
Monthly
for November 2008, pro-rated to Period and the commencement
Working $4,000 to escalate at 3% annually. $2,000, and the last month's Monthly
Capital of the 1st Option Lease Period,
Working Capital Payment of$4,000, if any, and shall be equal to that
Payment totaling $6,000. A late-fee penalty of portion of the rent payable by
6% will be incurred ifnot paid by the Weeneez LLC to its landlord
4th day of the subject month. under the Lease as defined in
Item 8 and Item 8.6 below.
The Security Deposit shall be

Payable and due upon execution of returned to Operator upon the
Security satisfactory termination or
$4,000 this Agreement.
Deposit expiration of this Agreement.
- 5 of31-
Nnmeoffee Amount Due Date Remarks
This expense
currently totms about
$5,400 yearly, so
Operator's yearly
Operator will pay 50% towards the cost of business share is expected be
Payable and Due upon the execution
insurance obtained by Weezeez LLC, as reflected approximately
of this Agreement for 12 months or
in Exhibit 4A, Invoice for Weeneez LLC Business $2,700. Operator
Business on a pro-rated basis based upon
Insurance, or provide adequate business insurance may request
Insurance Exhibit 4B, and then as invoiced by
for the operation of MUST WINE BAR, as inspection of
Weeneez prior to the expiration of an
mutually agreed upon by the Operator and insurance policy at
active insurance policy.
Weeneez LLC. any time and will be
provided with policy
documents within 3
business days of such
request.
Operator will pay 50% towards the cost of electric Due by the 7th day of the month
Electricity energy paid by Weeneez LLC where such costs are following the subject month with
Costs less then or equal to $1,400 per month and for all respect to periods within any tenn of
electric energy costs exceeding $1,400 per month. this Agreement.
- 6 of31-
Name of fee Amount Due Date Remarks
th
Dishwashing Due bytbe 7 day of the month
Detergent Operator will pay for 50% of all dishwashing following the subject month with
Expense detergent expenses payable by Weeneez LLC. respect to periods within any lenn of
this Agreement.
Due by the 7th day of the month

Garbage Operator will pay 50% towards the monthly cost of
following the subject month with
Collection garbage collection and for all incremental garbage
respect to periods within any tenn of
collection costs associated with the operation of
Costs this Agreement.
MUST WINE BAR.
-7 of31-
Operator will pay 50% of maintenance and repair
expenses for kitchen and other equipment unles$
repairs or maintenance work demonstrably result
from negligent actions by Operator that necessitate
the repairs or maintenance work, in which case the
Operator shall fully bear such expenses, as
indicated in Item 6.4. Similarly, if repairs or
maintenance work demonstrably result from
negligent actions by Weeneez that necessitate the
repairs or maintenance work, Weeneez shall fully
Equipment
bear such expenses, as indicated in Item 6.4. Payable when payable by Weeneez
Maintenance
Operator and Weeneez will equally share all LLC.
Costs
incremental equipment maintenance costs
associated with the operation of MUST WINE
BAR (for example cleaning the grill hood), in a
manner to be n~asonably mutually agreed upon by
the Operator and Weeneez LLC. If Operator ceases
to use any of the equipment and/or provides its own
equipment in place thereo~ the parties will make a
reasonable adjustment to the charges payable by
Operator under this provision to account for such
change.
Operator will contribute its fair share to any other

routine operating expenses ofWeeneez LLC that
Other Costs have inadvertently not been included in this Item 4
(for example, Heartland Payment Systems) in a
manner to be reasonably agreed to by the parties.
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•••' - -_ _
'r'C''''''orm ''''"''M.....
.... ' ____ .~_._. ______._ _ _ _ _ _ __
ItemS
OPERATOR'S OBLIGATIONS
5.1 Operator will ensure that its key principals will earnestly participate in the operations of MUST
WINE BAR to the end of generating food and beverage service revenues pursuant to Exhibit 5.1,
Operator 's Principals and description oftheir relevant credentials and contribution to operation
ofthe MUST WINE BAR.
5.2 Operator will operate the MUST W1NE BAR in a professional manner, with respect to the
following:
5.2.1 Operator will be open for business no later than January, 2, 2009, unless other written
arrangements are made between Weeneez and RCity.
5.2.2 Operator will be continuously open for business after the date detennined pursuant to
Section 5.2.1 with nonnal and high frequency, as exemplified by Weeneez
5.2.3 Operator will maintain standards of sanitation and cleanliness, as described and required
by the Los Angeles Department of Health and other regulating agencies and as specified
herein and in successive regulatory documents:
5.2.3.1 the California Retail Food Code,

http://www.1apublichealth.orglehlspeciaVCRFC effective072007.pdf
5.2.3.2 the Los Angeles County Retail Food Inspection Guide and Inspection Fonn that are
used in Los Angeles County to grade eating facilities.
http://publicheaith.1acounty.gov/ehlRFIG/RETAIL%20FOOD%20lNSPECTION%20GUIDE V2007.pdf
5.3 Operator will ensure that Julie Rico Gallery shall be open to host regular Gallery Row events,
such as the Second Thursday Art Walks. Operator will ensure that Julie Rico Gallery is
available to host special art related events, such as receptions for artists, up to three nights or
days monthly, with advance written notice of one week. with the following exceptions:
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_ _ _' ' " ' " " ' ' , ' ' ' ' ' ,_ _ _ _ ............. _ • • • _ 4 _ _ _ _ _ _ _ __
5.3.1 after 6 pm on Friday and Saturday evenings,

5.3.2 Holidays.
5.4 Operator may allow breakfast patrons ofWeeneez to occupy unutilized seating in MUST WINE
BAR according to a schedule mutually agreed to by Weeneez and RCity and memorialized in
writing.
Item 6
OBLIGATIONS OF WEENEEZLLC
Except as set forth below, Weeneez LLC shall not provide any assistance to the Operator.
6.1. Weeneez LLC will fulfill its responsibilities in tenns of maintaining the Premises in a business
ready state, including, exclusively:
6.1.1. ensuring readiness of electrical, plwnbing, restroom, and HVAC services for use by Must
Wine Bar
6.1.2. maintaining the currency of licenses and pennits, including its Alcohol and Beverage
Control License, for use by Must Wine Bar.
6.2. Weeneez LLC will operate the gallery business of Julie Rico Gallery at the Premises in a
professional manner, with respect to cleanliness, quality art exhibitions, and the marketing of
the gallery and its exhibits.
6.3. Weeneez LLC will operate the Weeneez business in a professional manner, with respect to
being open for business with nonna! and high frequency, cleanliness, and serving its customers
while maintaining high standards.
6.4. Weeneez LLC shall provide for use by the Operator the kitchen equipment indicated in Exhibit
6.4 below, List of Equipment provided by Weeneez for use by the Operator and conditions for
- 10 of31-
use of the equipment. All kitchen equipment and service equipment that Weeneez is offering
for use by the Operator is owned by Weeneez has been purchased by and is owned by Weeneez
LLC.
6.5. Weeneez shall pay 50% ofthe maintenance and repair expenses for kitchen equipment unless
repairs or maintenance work demonstrably result from negligent actions by Operator that
necessitate the repairs or maintenance work, in which case the Operator shall fully bear such
expenses.
Item 7
RESTRICTIONS ON WHAT THE OPERATOR MAY SELL
7.1 Weeneez LLC and Operator agree that the Operator will only sell food and beverages similar to
those indicated in Exhibit 7.1. Weeneez and Operator further acimowledge that Operator may
add or delete items from its menu with daily frequency. Weeneez is ready and willing to
accommodate such changes, provided that such changes do not result in the addition of any menu
items that could directly compete with items from Weeneez's menu. Changes that would
evidence material departure from the foods and beverages in Exhibit 7.1 may take place with the
prior written consent ofWeeneez LLC, which shall not unreasonably be withheld, conditioned,
or delayed.
ItemS
OPTION TO EXTEND LEASE
8.1 Weeneez LLC and Operator acknowledge that Weeneez LLC has an option, the Extension
Option (as defined in that certain lease dated June 10,2005 between Weeneez LLC and its
landlord, Security Building Loft Partners, L.P. (the "Lease"» to extend its lease for five years
- 11 of31-
_ _ _ _......._ _ _ _ _' - -_ _stt.$t±h1
. ._ _ _ ... _ .......... ~_~_ •... _ " •• _ _ _ _ _ _ __
from Lease Expiration Date (as defmed in the Lease) of January 31,2012. The Extension Option
would allow Weeneez LLC to operate at the Premises until January 31, 2017.
8.2 Weeneez LLC is obligated to notify its landlord of its intention to exercise the Extension Option
not less than 12 months before the expiration of the initial lease tenn, i.e., by January 31,2011.
8.3 The rent payable by Weeneez LLC during the Option Tenn (as defined in the Lease) shall be
Fair Market Rental Value (as defined in the Lease), but may not be less than the rent paid
immediately before the Option Tenn.
8.4 Weeneez will confer with Operator not less than 18 months before the expiration of the initial
lease term in order to discuss the exercise of the Extension Option by Weeneez LLC.
8.5 If Weeneez LLC chooses to exercise the Extension Option then Operator may exercise a
simultaneously created extension option (the "Operator Extension Option") thereby granted to
Operator by Weeneez LLC to extend the term of this Agreement until January 31, 2017.
Operator is obligated to notify Weeneez LLC of its intention to exercise the Operator Extension
Option not less than 16 months before the expiration of the initial lease tenn, i.e., by September
30,2010.
8.6 If Operator chooses to exercise its Operator Extension Option, then Operator will take the
required actions described in Sections 8.1 through 8.7 below. In the event Weeneez secures
additional options regarding the Security Loft Building Premises with its landlord, Security
Building Loft Partners, L.P., through the period ending December 31, 2027, then Operator may
elect to continue operations in a manner administered and governed according to the processes
described in Sections 8.6.1 through 8.7, inclusive. The Option Exercise payment fee for the
exercise of options regarding time periods from January 31,2017 through December 31, 2027,
and subsequently, will be $100.
8.6.1 In order to exercise its Operator Exercise option, Operator will make a onetime Exercise
Payment of $18,000 due upon exercise by Operator, for which Operator will receive title
- 12 of31-
1.- 0 .
to the furniture, fixtures and equipment identified in Exhibit 8.6.1, subject to any security
interest ofWeeneez LLC's landlord thereon.
8.6.2 The Operator's Working Capital Payment will be increased to include half of any
increase to Weeneez's rent, as discussed in Section 8.3.
8.6.3 If Operator chooses not to exercise its Operator Extension Option this Agreement shall
expire upon the expiration of its initial term as provided in Item 1.6 above and Weeneez
LLC and Operator will take steps to separate by such expiration.
8.7 If Weeneez LLC chooses to forfeit the Extension Option, Operator will have the right of first
refusal to secure the operations and all associated equipment and exercise the Extension Option,
with regard to the instant Premises occupied and used by MUST WINE BAR and Weeneez
restaurant. The execution of such a transaction shall be consummated without the incumbent
assignment of any liabilities of Weeneez to the Must Wine Bar.
ITEM 9
TRANSFERS
9.1. Operator shall not voluntarily, or by operation oflaw, assign, sell, convey, sublet, or otherwise
transfer all or any part of its rights in this Agreement without first obtaining the written consent
ofWeeneez LLC, which shall not unreasonably be withheld conditioned or delayed, and any
attempt to do so without that consent will be void.
ITEM 10
ARBITRATION AND CHOICE OF LAW
10.1 Weeneez LLC and Operator agree that any dispute or claim in law or equity arising between
them out of this Agreement or any transaction contemplated hereby shall be decided by
- 13 of31-
{D.
-----------------------_.............._-_.-_ __..- _------
................• ..
neutral, binding arbitration pursuant to the expedited procedures of the rules of the American
Arbitration Association for commercial arbitration then in force by one neutral arbitrator
appointed in accordance with said rules. Judgment upon the award of the arbitrator may be
entered into any court having jurisdiction. This Item shall not prevent the making of an
application to the court for injunctive relief.
10.2 This Agreement shall governed by and interpreted in accordance with the laws of the state of
California without regard to its rules on conflicts of laws.
ITEM 11
TERM AND TERMINATION
11.1 This Agreement shall be effective upon Operator becoming a part owner of Weeneez LLC
pursuant to Item 3.2.3 and shall remain in effect until January 31,2012, unless extended
pursuant to Item 8.5, in which case this Agreement shall expire at the expiration of such
extension. This Agreement will automatically tenninate upon any tennination of the Lease.
11.2 This Agreement may by terminated prior to its expiration pursuant to Item 11.1 by either
party if the other party has breached this Agreement and fails to cure such breach within 30
days of written notice thereof by the other party informing it of such breach and setting out
in reasonable detail the nature of such breach, or due to force majeure pursuant to Item
13.12.
11.3 RCity may, upon written notice to the other party, tenninate this Agreement at will without
liability to the other party for such termination (except for those liabilities having accrued
under this Agreement as of the date of such tennination) in any of the following events,
except that Operator shall not have the right to terminate this Agreement based on the
applicability of any of the following to RCity as a member ofWeeneez LLC:
11.3.1 Any member or shareholder of the other party dies or is found legally incompetent by a
court having jurisdiction;
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11.3.2 The other party or any member or shareholder thereof is insolvent, is the subject of
voluntary or involuntary bankruptcy proceedings, is unable to pay its debts as they come
due or if a receiver or trustee is appointed over his, her or its assets;
11.3.3 The other party or any member or shareholder thereof is convicted of or pleads nolo
co1Ztendere to a felony or crime of moral turpitude;
11.3.4 The other party or any member or shareholder thereof takes any action that actually and
seriously impairs the public reputation of the terminating party;
11.3.5 The whereabouts of any member or shareholder of the other party are unlmown to the
terminating party and cannot be determined by reasonable inquiry for a period of 30
days;
11.3.6 The ownership of the other party changes without the prior written consent of the
terminating party; or
11.3.7 All of the following conditions are met: (1) a decision or other action of the other party is
required for the normal operation of the business of the teIlIlinating party, (2) the other
party fails to make such decision or take such action after at least three written requests,
none within less than one week of another, by the terminating party expressly requesting
such decision be made or action be taken and describing such decision or action in detail
sufficient to reasonably allow the other party to understand the nature of the decision or
action, (3) such failure of the other party to decide or act causes, or the terminating party
reasonably believes that it will cause, the tenninating party serious financial or other
business detriment, and (4) the terminating party gives the other party 30 days written
notice under Item 13.4 of this Agreement of such teIlIlination and the other party does
not within such 30 days cure such failure to decide or act.
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1 G'1
11.4 SUbject to the tenns oftbis Agreement, by the date of any tennination or expiration of this
Agreement, Operator shall vacate the Premises, leaving them in substantially the same
condition as they were upon Operator commencing operation ofthe restaurant business
MUST WINE BAR pursuant to Item 1.2. If the Premises are not in such condition Weeneez
LLC may deduct from the Security Deposit an amount reasonably necessary to restore the
Premises to such condition or to so paint the walls.
11.5 Upon any termination or expiration of this Agreement, the license granted by Weeneez LLC
to Operator in Item 1.6 shall automatically tenninate without any notice being given or
action being taken.
11.6 All intellectual property of Operator and the MUST WINE BAR, including but not limited to
all recipes, menus, designs, trade secrets, logos, trade dress and all goodwill associated
therewith are and shall be the exclusive property of Operator and shall automatically accrue
to and be the exclusive property of Operator, who shall retain such rights and goodwill upon
any expiration or temrination of this Agreement and Weeneez LLC hereby waives any rights
in such intellectual property. Any new opera~on that replaces the MUST WINE BAR shall
be prohibited from operating using the name the MUST WINE BAR or using the "Doing
Business As" the MUST WINE BAR at the Premises.
11.7 All intellectual property ofWeeneez LLC and the Weeneez restaurant, including but not
limited to rights in the name "Weeneez", all recipes, menus, designs, trade secrets, logos,
trade dress and all goodwill associated therewith are and shall be the exclusive property of
Weeneez LLC and shall automatically accrue to and be the exclusive property of Weeneez
LLC, who shall retain such rights and goodwill upon any expiration or tennination of this
Agreement and Operator hereby waives any rights in such intellectual property.
11.8 Upon any tennination or expiration of this Agreement, Operator shall promptly transfer and
assign without charge its 10% interest in Weeneez LLC to such person as directed by
Weeneez LLC.
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11.9 Upon any termination or expiration of this Agreement, Operator may retain title to any
furniture, fixtures, and equipment that were acquired by Operator during the term of this
Agreement.
11.10 Upon any termination or expiration of this Agreement, either party who has filed a fictitious
business statement under which it does business under a name of the other party shall
promptly cause such fictitious business statement to be terminated.
- 17 of3l-
, .,
ITEM 12
REPRESENTATIONS AND WARRANTIES, INDEMNITY
12.1. Weeneez LLC represents and warrants to Operator, with respect to itself, and Operator
represents and warrants to Weeneez LLC, with respect to MUST WINE BAR upon its
fonnation pursuant to the tenns of this Agreement, that it is a limited liability company duly
organized and validly existing under the laws of the state of California and that the execution,
delivery and performance of this Agreement has been duly and validly authorized by it, and
all necessary limited liability company action has been taken to make this Agreement a legal,
valid and binding agreement of the representing party in accordance with its terms.
12.2. Each party will indemnify and hold the other party, its employees, officers, owners,
members, agents, and representatives, hannless against any loss, liability or expense
(including but not limited to reasonable attorneys' fees) resulting from the breach of this
Agreement or any representation or warranty herein by the indemnifying party or the
negligence, gross negligence or willful misconduct of the indemnifying party.
ITEM 13
MISCELLANEOUS
13.1 During any tenn of this Agreement and for a period offive years after any tennination or
expiration hereof, neither party shall engage in a business substantially similar to that of the
other party in terms of the kind and character of the food products sold and served or be an
owner or part owner, general or limited partner, investor, shareholder, member of or
consultant to any such business anywhere in the state of California.
13.2 During any term oftbis Agreement and for a period offive years after any termination or
expiration hereof, each party shall hold in confidence and not disclose to any third party and
shall not use for itself or any third party any information of the other party disclosed to it in
- 18 of31-
'blteL...·.......
confidence in connection with this Agreement or the transactions contemplated hereby.

whether such infonnation is (1) in written form and marked "confidential" or the like, (2)
disclosed to the receiving party orally or in written form, the receiving party being infonned
orally or in writing by the disclosing party that such information is confidential, or (3) any
information that the receiving party should reasonably know is considered confidential
information of the disclosing party. Each party hereby agrees that this Item 13.2 may be
enforceable by injunctive relieve, in addition to any other remedies available at law or in
equity.
13.3 Each party shall do such things and execute such instruments as necessary to give effect to
the terms of this Agreement.
13.4 Any notice provided for or permitted under this Agreement will be treated as having been
given when (a) delivered personally, (b) sent by confirmed facsimile, (c) sent by commercial
overnight courier with written verification of receipt, or (d) mailed postage prepaid by
certified or registered mail, return receipt requested, to the party to be notified, at the address
set forth below, or at such other place of which the other party has been notified in
accordance with the provisions of this Item, provided however, that while e-mail shall be the
preferred method of communication between the parties for nonnal day-to-day operations in
the ordinary course of business, e-mail shall not constitute the giving or receiving of valid
notice under this Agreement.
If to Weeneez LLC:
Julie Rico
Weeneez
500 S. Spring Street
If to Operator:
Meroojohn Ordubegian
RCity
1163 North Pacific Avenue
Glendale, CA 91202
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C"
Such notice will be treated as having been received upon the earlier of actual receipt or three
days after sending.
13.5 No term or provision hereof will be considered waived by either party, and no breach
excused by either party. unless such waiver or consent is in writing signed on behalf of the
party against whom the waiver is asserted. No consent by either party to. or waiver of. a
breach by either party, whether express or implied, will constitute a consent to, waiver of, or
excuse of any other, different. or subsequent breach by either party.
13.6 This Agreement, including all exhibits and schedules to this Agreement, constitutes the
entire agreement between the parties relating to this subject matter and supersedes all prior or
simultaneous representations, discussions. negotiations and agreements, whether written or
oral.
13.7 If any part of this Agreement is found invalid or unenforceable, the remainder of this
Agreement will remain in full force.
13.8 This Agreement may be amended or supplemented only by a writing that is signed by duly
authorized representatives ofboth parties.
13.9 This Agreement may be executed simultaneously in two or· more counterparts. each of which
will be considered an original. but all of which together will constitute one and the same
instrument.
13.10 The Item headings contained herein are for convenience of reference only and will not be
considered as substantive parts of this Agreement.
13.11 The use ofth~ singular or plural form will include the other form and the use of the
masculine, feminine or neuter gender will include the other genders.
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_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _,_. _._~ _ _....F_M""'·_t______ ... ___ ,"___. ___...
13.12 Neither party will be liable for any failure or delay in perfonnance under this Agreement
which is due, in whole or in part, directly or indirectly, to any contingency, delay, failure, or
cause of, any nature beyond the reasonable control of such party. Such causes include,
without in any way limiting the generality of the foregoing, fire, explosion, earthquake,
stonn, flood or other severe weather, unavailability of necessary utilities or raw materials,
strike, lockout, activities of a combination of workmen or other labor difficulties, war,
insurrection, riot, terrorist attack, act of God or the public enemy, law, act, order,
proclamation, decree, regulation, ordinance, or instructions of government or other public
authorities, or judgment or decree of a court of competent jurisdiction (not arising out of
breach by such party of this Agreement). In the event of the happening of such a cause, the
party whose perfonnance is so affected will give prompt, written notice to the other party,
stating the period oftime the same is expected to continue. Such delay will not be excused
under this Item for more than 90 days, after which either party will have the right to
terminate this Agreement.
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-------_ ...• _..•.. _........_._ ..... . I rr(
13.13 The parties to this Agreement are independent contractors. There is no relationship of
agency, partnership,joint venture. employment, or franchise between the parties. Neither
party has the authority to bind the other or to incur any obligation on behalf of the other.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates indicated
below:
WEENEEZLLC
Sid Carter
Member, Chief Executive Officer Date:
~ . 'co
Member, President
RCITY
Date:
Date:
Print Name:Meroojohn.Ordubegian
Office:President
I\-S--O<r
Date:
Print Name:Rachel Thomas
Office: Secretary
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-~-- .....--..--
i
J
"
",
Exhibit 1.2 - Agreed Renovations
RCity, in consultation with Julie Rico, has expressed the following intention regarding major
renovations:
1. The north most east-west artificial wall, closest to Slh Street will be removed.
2. The north-south artificial wall near the entrance to Weeneez will be removed.
3. Regarding the upholstered fixtures, Reity and The Must Wine Bar may disassemble them or
discard them or move them and reconfigure them as part of the renovation.
There will be other minor renovations too, including modifying the bar, which will be elaborated
upon by RCity and The Must Wine Bar before they are started.
A fIoorpJan is forthcoming and will be included as part of this agreement.
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r
r'''(rwo t>
!; ,
Exhibit 1.9 - Information regarding agent for service of process for Weeneez LLC
Name Julie Rico
Address 500 S. Spring Street

Phone 1: _310-387-3395_ _ _ _ _ _ _ _ _ __
Phone 2:
Affiliation Memb.er
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Exhibit 1.10 - Information regarding agent for service of process for MUST WINE BAR
Name Meroojohn Ordubegian
Address RCity
1163 North Pacific Avenue
Glendale, CA 91202
Phone 1: 818~244-4180
Phone 2: 818~500~7997 _ _ _ _ _ _ _ _ _ __
Affiliation owner
- 25 of3!-
Exhibit 4A - Business Insurance
[Annual bill for the annual period ending June 2009 was $5,400. MUST W1NE BAR will
share half ofthis expense, on a pro-rated basis as necessary.]
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Exhibit 4B - Business Insurance Premium Proration
The schedule below indicates the prorated amount of insurance chargeable to MUST
WINE BAR, namely 52271month x 8 months = 51,800.
Must Wine
Weeneez Bar
Jut 08 $225 $225
Aug 08 $225 $225
Sep08 $225 $225
Oet08 $225 $225
Nov OS $225 $225
Dee 08 $225 $225
lanO!) $225 $225
Feb 09 $225 $225
Mar 09 $225 $225
AprO!) $225 $225
May 09 $225 $225
Jun09 $225 $225
$2,700 $2,700
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~- .•.--.~---.--------------------
Exhibit 5.1 - Operator's principals and description of their relevant credentials and
contribution to operation of THE MUST WINE BAR
Principall
Name Coly Den Haan

Address _6214 Delongpre Avenue._ _ __
_ Los Angeles, CA 90028._ _ __
Phone 1: 323-363-7484 Phone 2:
Affiliation owner
Description of role in and contribution to operation of the MUST WINE BAR:
Ms. Den Haan is a certified sommelier and has worked in the restaurant and bar business for more
than five years. She will manage operations of The Must Wine Bar. She is a principal ofRCity
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----------------~ - .....• ~~-
~---.--
Exhibit 6.4 - List of Equipment provided by Weeoeez for use by the Operator
and conditions for use of the equipment
List of Equipment Provided By Weeneez for Use by Operator
1 6 tap beer dispenser 11

2 Glass wine cooler 12
3 Top-open cooler 13
4 Micros sys. terminal w/2 printers 14

5 ~ use offreezer 15
6 16
7 17
8 18
9 19
10 20
Conditions for use of Equipment Provided By Weeneez for Use by Operator
1. Each party shall provide its own kitchen equipment not otherwise provided for in this
Agreement, subject to reasonable accommodation regarding usage of such equipment by the
other party.
2. Upon execution of this Agreement, Operator may take ownership of rectangle and round tables
presently used in the premises.
- 29 of31-
Exhibit 7.1 - Products tbat may be sold by MUST WINE BAR at Premises
List of food and beverage Items tbe MUST WINE BAR may sell at the Premises
1 15
2 16
3 17
4 18
5 19
6 20
7 21
8 22
9 23
10 24
11 25
12 26
13 27
14 28
Note that Weeneez recognizes that The Must may add or delete items from its menu with high .
frequency, including daily. Weeneez is ready and willing to accommodate such changes, provided
that such changes do not result in the addition of any items that would directly compete with items
served by Weeneez.
At signing, The Must Wine Bar is still developing its menu. Upon completion, The Must Wine Bar
will provide its menu for inclusion in this agreement.
- 30 of31-
{·fJ·
-----------------------------_._---
Exhibit 8.6.1 - List of furniture, fixtures, and equipment that MUST WINE BAR will take ownership
of
upon exercising its Extension Option
List of Fixtures, Furniture, and Equipment MUST WINE BAR will Own upon
exerei~inll it~ Rxtension Ontion
1 Micros POS workstation 11

2 Beer cooler 12
3 Glass wine cooler 13
4 Bottle cooler 14
5 15
6 16
7 17
8 18
9 19
10 20
- 31 of31-

DAVID A McGRATH SUED - CASE# BC441922 - RCity vs. David A McGraht, Does 1 Trough 20

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DAVID A McGRATH SUED - CASE# BC441922 - RCity vs. David A McGraht, Does 1 Trough 20

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Ii' ORIGINAL FILED

4 Telephone: (650) 798-5352 BY MARY O~ Deputy

8 SUPERIOR COURT OF CALIFORNIA

9 ascertained, together with further appropriate charges and allegations.

14 possession of the Premises as one or more new tenants ("New-Tenant Does").

4 breaches and to bring the Agreement in line with its intent.

21 of one ofWeeneez' Principals, Julie Rico. She cashed it.

5 rental value of the Furnishings is $1,300 per month.

12 irreparable property damage to the personal property.

17 and employees. R City is therefore entitled to an award of exemplary damages.

19 them, as set forth below.

20 SECOND CAUSE OF ACTION

21 Possession of Personal Property

23 paragraphs 1 through 29.

28 exclusive possession of the personal property remaining in the Premises.

7 of the personal property in an amount to be determined at trial.

11 irreparable property damage to the personal property.

16 and employees. R City is therefore entitled to an award of exemplary damages.

18 them, as set forth below.

19 THIRD CAUSE OF ACTION

22 paragraphs 1 through 36.

28 $65,000 unless and until the Furnishings are returned.

2 amount of actual damages, costs of suit and reasonable attorneys' fees.

4 them, as set forth below.

5 FOURTH CAUSE OF ACTION

8 paragraphs 1 through 36.

23 known the concealed fact.

25 personal property, as is more fully alleged in paragraphs 22 through 29 above.

6 converted R City's property.

9 City's ability to resume The Must at a new location.

20 them, as set forth below.

21 FIFTH CAUSE OF ACTION

22 Intentional Interference with Economic Relationship

24 paragraphs 1 through 49.

2 and coveted them for themselves.

11 R City'S property so that much if it is in need of repair.

16 the foreseeable future.

21 the value of its business.

28 them, as set forth below.

4 paragraphs 1 through 49.

15 City has suffered damages in an amount to be determined at trial.

17 them, as set forth below.

18 SEVENTH CAUSE OF ACTION

21 paragraphs 1 through 60.

8 the value of its business.

IS them, as set forth below.

16 EIGHTH CAUSE OF ACTION

19 paragraphs 1 through 6S.

22 competition with R City for those customers.

3 that much if it is in need of repair.

11 of such unfair competition.

17 attorneys' fees and costs herein.

19 them, as set forth below.

20 NINTH CAUSE OF ACTION

23 paragraphs I through 17.

5 in an amount to be determined at trial.

10 delivered, for its value in an amount estimated to be $65,000;

11 2. For compensatory damages in an amount to be determined at trial;

12 3. For restitution to R City of all sums unlawfully collected by the New-Tenant

13 defendants as a result of their unfair competition;

18 any ofR City'S personal possessions;

19 5. For treble damages under Penal Code Section 496;