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5/16/2016 1:48:14 PM

16CV16090

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IN THE CIRCUIT COURT OF THE STATE OF OREGON

FOR THE COUNTY OF MULTNOMAH

RAMZY HATTAR,

Plaintiff,

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Case No.
COMPLAINT
(Conversion; Breach of Fiduciary
Duty; Breach of Duty of Loyalty;
Breach of Contract; Oppression;
RICO)

v.

KURT HUFFMAN, an individual; RICK


GENCARELLI, an individual; LARDO
HOLDINGS LLC, an Oregon limited liability
company; LARDO BAKERY LLC, an Oregon
limited liability company; FAT BACK
KITCHEN LLC, an Oregon limited liability
company; CHEFSTABLE LLC, an Oregon
limited liability company; CLARO
RESTAURANT LLC, an Oregon limited
liability company; and MIDDLE SPACE LLC,
an Oregon limited liability company, doing
business as Grassa,

Amount of Claim: $9,000,000

Pursuant to ORS 21.150(l)(d)


NOT SUBJECT TO MANDATORY

ARBITRATION

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Defendants.
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Plaintiff alleges:

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PARTIES

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1.

At all material times, Plaintiff Ramzy Hattar ("Plaintiff') was a resident of the State of

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Oregon. Plaintiff is an investor and restauranteur who owns a stake in a number of Portland

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restaurants.

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III

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Page 1 - COMPLAINT
KELL, ALTERMAN & RUNSTEIN, LX.P.

Attorneys at Law
520 SW Yamhill, Suite 600
Portland, OR 97204
Telephone (503) 222-353 1

00246081

Facsimile (503) 227-2980

2.

At all material times, Defendant Kurt Huffman ("Defendant Huffman") was a resident of

the State of Oregon. Defendant Huffman is the member-manager of Defendants ChefStable LLC

("Defendant ChefStable") and Claro Restaurant LLC ("Defendant Claro").


3.

At all material times, Defendant Rick Gencarelli ("Defendant Gencarelli") was a resident

of the State of Oregon. Defendant Gencarelli and Defendant Huffman are the members and co-

owners of Defendants Lardo Holdings LLC ("Defendant Lardo Holdings"), Fat Back Kitchen

LLC ("Defendant Fat Back"), Middle Space LLC ("Defendant Middle Space"), and, along with

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other members, Lardo Bakery LLC ("Defendant Lardo Bakery").

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GENERAL ALLEGATIONS

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4.

In or about 2012, Plaintiff, Defendant Huffman, and Defendant Gencarelli undertook to

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form a business enterprise intended to establish restaurant locations featuring the Lardo brand

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and recipes. Lardo recipes had previously been featured at a popular food cart business operated

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in Portland by Defendant Gencarelli.


5.

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Plaintiff had met Defendant Gencarelli at the food cart and introduced him to Defendant

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Huffman, whose company, Defendant ChefStable, has an ownership and/or management role in

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over a dozen Portland restaurants. Plaintiff, Defendant Gencarelli, and Defendant Huffman soon

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began discussing opening a brick-and-mortar Lardo restaurant and found a location on S.E.

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Hawthorne Boulevard in Portland.


6.

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In July 2012, Plaintiff, Defendant Gencarelli, and Defendant Huffman organized

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ChefStable-Lardo LLC for purposes of opening the restaurant on S.E. Hawthorne Boulevard

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("Lardo East"). The Operating Agreement for the LLC provided that Plaintiff would be a 10-

Page 2 -COMPLAINT
Kell, Alterman & Runstein, L.L.P.

Attorneys at Law
520 SW Yamhill, Suite 600
PORTLAND, OR 97204

Telephone (503) 222-3531

00246081

Facsimile (503) 227-2980

percent member in return for a capital contribution of $50,000, and that Defendant Gencarelli

and Defendant Huffman would each be 45-percent members in return for their services. From

the outset, based on his conversations with Defendants Huffman and Gencarelli, Plaintiff was led

to believe and understood that he had a 10-percent ownership interest in the entire Lardo

enterprise if it were to expand beyond Lardo East. Plaintiff also was led to believe and

understood that, based on his conversations with Defendants Huffman and Gencarelli, his 10

percent ownership interest extended not only to the operating entity, but also the "Lardo" brand,

trademark, and other intellectual property.


7.

The expansion came quickly when, not long after Lardo East began operating, a Mexican

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restaurant in downtown Portland, Corazon, failed. Corazon was owned by Defendant Claro, of

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which Defendant Huffman was the member-manager and was managed by Defendant

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ChefStable. Plaintiff, Defendant Gencarelli, and Defendant Huffman decided to open a second

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Lardo location in a portion of the space vacated by Corazon.


8.

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As is customary in the restaurant industry, they formed a separate LLCChefStable-

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Lardo DT LLCin December 2012 to operate the second location ("Lardo West"). Consistent

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with Plaintiffs prior expectations, which were based on his conversations with Defendants

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Huffman and Gencarelli, the ownership structure of Chefstable-Lardo DT LLC was exactly the

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same as ChefStable- Lardo LLC, with Plaintiff being a 10-percent member, and Defendant

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Gencarelli and Defendant Huffman being 45 percent members. The Operating Agreements for

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both Chefstable-Lardo LLC and ChefStable-Lardo DT LLC provided for the LLCs to be

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member-managed.
9.

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The two Lardo restaurants were critically and commercially successful. In the fall of

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2013, however, Defendant Huffman and Defendant Gencarelli began taking steps to open a

Page 3 - COMPLAINT
Kkll, Alterman & Runstf.in, L.L.F.

Attorneys at Law

520 SW Yamkti.l, Suite 600


Portland, OR 97204
Telephone (503) 222-3531

00246081

Facsimile (503) 227-2980

separate business, Philippe's Bread, at a location on North Williams Street in Portland. Plaintiff

was initially told that Defendant Huffman and Defendant Gencarelli would be opening a bakery

at the North Williams location that would supply bread to both Lardo locations.
10.

When investor funding for the bakery fell through, Defendant Huffman and Defendant

Gencarelli found that the new business no longer qualified for its proposed Small Business

Administration ("SBA") loan with Banner Bank. Defendant Huffman asked Plaintiff if he would

consider being the lender or guarantor for the bakery. Plaintiff refused. Because the bank's

underwriters required a significant amount of collateral in order to fund the loan, Defendant

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Huffman proposed to Defendant Gencarelli that Lardo open a location adjacent to the bakery and

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provide cross-corporate guaranties from ChefStable-Lardo LLC and ChefStable-Lardo DT LLC

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to satisfy the lender' s requirements. Defendants Huffman and Gencarelli requested Plaintiff to

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sign cross-corporate guaranties so that the bakery could provide bread to Lardo. Defendants

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Huffman and Gencarelli did not disclose to Plaintiff that a new Lardo restaurant would also open

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in the North Williams space. On or about November 1 5, 2013, Plaintiff signed the unanimous

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consents for ChefStable-Lardo LLC and ChefStable-Lardo DT LLC to provide the guaranties at

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Defendant Huffman's request, but was not informed and had no idea at that time that the bakery

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Defendant Huffman and Defendant Gencarelli were preparing to open, including its assets,

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liabilities, and ownership team, would be commingled within the Lardo family of entities.
11.

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Plaintiff, to his surprise, subsequently learned, in approximately September 2014, that

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Defendant Huffman and Defendant Gencarelli had contrived and carried out a deceptive scheme

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to form a new LLCDefendant Lardo Bakeryto operate the North Williams restaurant, as

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well as the bakery, Phillipe's Bread ("Lardo North"). Defendant Lardo Bakery was the borrower

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on the SBA loan with Banner Bank. Unlike the LLCs that had been organized to operate the

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Lardo East and Lardo West locations, Defendant Lardo Bakery did not include Plaintiff as a

Page 4 - COMPLAINT
Kell, Alterman & Runstein, L.L.P.

Attorneys at Law

520 SW Yamhill, Suite 600


Portland, OR 97204
Telephone (503) 222-3531

00246081

FACSIMILE (503) 227-2980

member. Instead, Defendant Huffman owned a 47.5 percent membership interest, Defendant

Gencarelli owned a 23.75 percent membership interest, and three new investors, who were never

involved in Lardo before, were sold membership interests of 23.75 percent, 3.75 percent, and

1 .25 percent, respectively. As an essential part of forming Defendant Lardo Bakery, Defendants

Huffman and Gencarelli registered the LLC with the Oregon Secretary of State online, through

the use of interstate wires. Defendants Huffman and Gencarelli deceptively formed Defendant

Lardo Bakery mid excluded Plaintiff from its ownership without Plaintiffs knowledge or

consent.

12.

At the same time as Defendant Huffman and Defendant Gencarelli began taking steps to

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open Lardo North, they also contrived and carried out a deceptive scheme to organize another

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Lardo-related entity, Defendant Fat Back. Defendant Fat Back acted as a central commissary

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that pre-made food and sold it to the various Lardo entities to be used at the individual Lardo

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locations. Plaintiff believed that he was also a part-owner of Defendant Fat Back because it was

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a part of the Lardo enterprise. However, Plaintiff discovered in approximately September 2014

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that Defendant Huffman and Defendant Gencarelli were the only two members of Defendant Fat

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Back. As an essential part of forming Defendant Fat Back, Defendants Huffman and Gencarelli

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registered the LLC with the Oregon Secretary of State online, through the use of interstate wires.

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Defendants Huffman and Gencarelli deceptively formed Defendant Fat Back and excluded

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Plaintiff from its ownership without Plaintiffs knowledge or consent.


13.

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The Lardo North location struggled after it opened and the SBA loan that

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Defendant Huffman and Defendant Gencarelli had obtained restricted their ability to obtain other

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sources of financing. In approximately April 2015, Plaintiff learned that, at some point in 2014,

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Defendant Huffman and Defendant Gencarelliwithout the knowledge or permission of

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Plaintiffcontrived and carried out a deceptive scheme to convert at least $280,000 from the

Page 5 - COMPLAINT
kell, Alterman & Runstein, L.L.P.
Attorneys at Law

520 SW YAMHILL, SUITE 600


Portland, OR 97204
TELEPHONE (503) 222-3531

00246081

Facsimile (503) 227-2980

funds of ChefStable-Lardo LLC and ChefStable-Lardo DT LLC to pay the debts of the combined

activities of Lardo North and Philippe's Bread, including debts owed to Defendant Fat Back and

Defendant ChefStable. The debts also included Defendant Lardo Bakery's obligations to Banner

Bank under its SBA loan. Defendants Huffman, Gencarelli, and Lardo Bakery used the

converted funds to wire transfer loan payments to Banner Bank, which is headquartered in Walla

Walla, Washington, through a pattern or repeated use of interstate wires. Defendants Huffman

and Gencarelli deceptively converted these funds without Plaintiffs knowledge or consent.

14.

To disguise the theft of funds, Defendant Huffman and Defendant Gencarelli have since

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characterized the converted funds as guaranteed payments from Lardo East and Lardo West to

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Defendant Huffman and Defendant Gencarelli. Their ruse runs contrary to the Operating

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Agreements, which require that the members unanimously consent to any compensation Lardo

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pays to its members for services rendered. Defendant Huffman and Defendant Gencarelli took

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the money without Plaintiffs consent. Plaintiff never consented to these payments and did not

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find out that the funds were converted until the following year.
15.

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On information and belief, in furtherance of their deceptive scheme, Defendant Huffman

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and Defendant Gencarelli have since made multiple additional transfers of funds from

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ChefStable-Lardo LLC and ChefStable-Lardo DT LLC to Defendant Lardo Bakery for purposes

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of paying the debts of Lardo North and Philippe's Bread. Defendant Huffman and Defendant

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Gencarelli have made this pattern of deceptive transfers electronically through the use of

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interstate wires. Defendants Huffman and Gencarelli deceptively transferred these funds without

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Plaintiffs knowledge or consent.

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16.
Plaintiff has also recently learned about another deceptive scheme by the defendants to

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convert additional funds that were repeatedly and improperly converted by Defendant Huffman

Page 6 - COMPLAINT
KELL, ALTERMAN & RUNSTF.IN, LX.P.
Attorneys at Law

00246081

520 S w Yamhill, Sutte 600


PORTLAND, OR 97204
Telephone (503) 222-353 1
Facsimile (503) 227-2980

and Defendant Gencarelli from ChefStable-Lardo LLC and ChefStable-Lardo DT LLC without

Plaintiff s knowledge to support a different restaurant venture owned by Defendant Huffman and

Defendant Gencarelli. This restaurant, Grassa, is owned by Defendant Middle Space, of which

Defendant Huffman and Defendant Gencarelli are members.


17.

Grassa is located in the space adjacent to Lardo West and the two restaurants share a

kitchen. The Grassa space and the Lardo West space make up portions of the larger space that

had been occupied by Corazon, the failed Mexican restaurant owned by Defendant Claro.

period after Corazon failed and continuing until after Grassa opened, a third portion of the space

In the

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was briefly occupied by another restaurant, Racion, which was partly owned by Defendant

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Huffman and managed by Defendant ChefStable.

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18.

When Corazon failed, it remained in debt to the landlord, 12 W RPO, LLC, for tenant

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improvements for which it had failed to reimburse the landlord. Defendants Huffman and Claro

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negotiated an amendment to the master lease with the landlord by which an additional $972.46

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would be added to the base rent as reimbursement for Corazon' s tenant improvements. When

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Defendant Claro sublet a portion of the space to ChefStable-Lardo DT LLC, the sublease called

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for ChefStable-Lardo DT LLC to pay 45% of the total base rent. The sublease was not an arms-

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length transaction as it was signed by Defendant Huffman on behalf of Defendant Claro and

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Defendant Gencarelli on behalf of ChefStable-Lardo DT LLC. As a result, Defendants Huffman,

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Gencarelli, and Claro contrived and carried out another deceptive scheme to repeatedly use

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ChefStable-Lardo DT LLC to pay back the debts of Defendant Huffman's other failed business,

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without notice to or permission from Plaintiff. This pattern of rent payments has been and

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continues to be made to the landlord by use of United States mail. Additionally, the process of

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those checks clearing has involved the use of interstate wires. Defendants Huffman, Gencarelli,

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Page 7 - COMPLAINT
Kell, Alterman & Rijnstei.n, L.L.P.
Attorneys at Law

520 SW YAMHH.1, Suite 600


PORTLAND, OR 97204

00246081

telephone (503) 222-353 1


Facsimile (503) 227-2980

and Claro deceptively used ChefStable-Lardo DT LLC to pay these debts without Plaintiff's

knowledge or consent.

19.
Additionally, the master lease calls for base rent, as well as percentage rent, to be paid to

the landlord. Defendants Huffman, Gencarelli, and Claro contrived and carried out a deceptive

scheme to include in the sublease between Defendant Claro and ChefStable-Lardo DT LLC a

provision requiring and repeatedly using ChefStable-Lardo DT LLC to pay the percentage rent to

the landlord for the entire space covered by the master lease, even though ChefStable-Lardo DT

LLC only occupied a small portion of it. Even after Racion and Grassa moved in to the

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adjoining spaces, and continuing to the present, Defendants Huffman, Gencarelli, Claro, and

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Middle Space, have used ChefStable-Lardo DT LLC to pay percentage rent for the entire space,

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including the percentage rent attributable to Racion's and Grassa's revenues. Defendant Middle

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Spaceof which Defendants Huffman and Gencarelli are the sole membershas not paid any

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percentage rent. This pattern of multiple percentage rent payments has been and continues to be

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made to the landlord by use of United States mail. Additionally, the process of those checks

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clearing has involved the use of interstate wires. Defendants Huffman, Gencarelli, Claro, and

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Middle Space deceptively used ChefStable-Lardo DT LLC to pay percentage rent for the entire

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space without Plaintiffs knowledge or consent.

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20.

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In approximately December 2015, Plaintiff also learned that Defendants Huffman,

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Gencarelli, Claro, and Middle Space contrived and carried out a deceptive scheme to repeatedly

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use the funds of ChefStable-Lardo LLC and/or ChefStable-Lardo DT LLC to pay Grassa's

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monthly rental payments to Defendant Claro over a period of months after Grassa first opened.

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Additionally, Defendants Huffman, Gencarelli, and Claro contrived and carried out a deceptive

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scheme to repeatedly use the funds of ChefStable-Lardo LLC and/or ChefStable-Lardo DT LLC

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to pay Racion's monthly rental payments to Defendant Claro before it closed. These payments

Page 8 - COMPLAINT
kell, Alterman & Rcnstein, L.L.P.
Attorneys at Law

520 SW Yamhill, Suite 600


Portland, OR 97204

00246081

Telephone (503) 222-3531


Facsimii.e (503) 227-2980

were made to the landlord on a monthly basis by use of United States mail. In each instance, the

process of those checks clearing involved the use of interstate wires. Defendants Huffman and

Gencarelli deceptively took these funds from ChefStable-Lardo LLC and/or ChefStable-Lardo

DT LLC without Plaintiffs knowledge or consent.

21.

In approximately February 2016, Plaintiff also learned that Defendants Huffman,

Gencarelli, Claro, and Middle Space contrived and carried out a deceptive scheme to apply for

and obtain a permit to serve alcohol at the Lardo West location from the Oregon Liquor Control

Commission ("OLCC") based on false information, which violated Oregon law. OLCC rules

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state that permits must be issued to the owner of each individual establishment that serves

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alcohol. Further, each establishment must have its own kitchen. Defendant Huffman applied for

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and obtained a permit in the name of Defendant Claro based on knowing misrepresentations to

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the OLCC that Defendant Claro would be operating a single restaurant at the location. In fact,

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Defendant Claro does not operate any restaurant and is only a sub-lessor. Under the illegally

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obtained license, Defendants Huffman, Gencarelli, Claro, and Middle Space contrived and

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carried out a deceptive scheme to use ChefStable-Lardo DT LLC to purchase all alcohol for both

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Lardo West and Grassa. Under the direction of Defendants Huffman, Gencarelli, Claro, and

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Middle Space, ChefStable-Lardo DT LLC would then sell a portion of the alcohol to Defendant

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Middle Space to be sold to Grassa customers. This arrangement violates OLCC rules and has

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placed Lardo West's ability to sell alcohol in jeopardy. Defendants Huffman, Gencarelli, Claro,

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and Middle Space submitted the false and deceptive application to the OLCC by use of the

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United States mail. Defendants Huffman, Gencarelli, Claro, and Middle Space deceptively

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obtained the permit based on false information without Plaintiff's knowledge or consent.
22.

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Plaintiff has also since learned that Defendant Huffman, Gencarelli, and Lardo Holdings

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contrived and carried out a deceptive scheme to exclude Plaintiff from the ownership of the

Page 9 - COMPLAINT
Kell, AlTerman & Rwstein, L.L.P.

Attorneys at Law
520 SW Yamhill, Suite 600
PORTLAND, OR 97204

00246081

Telephone (503) 222-353 l


Facsimile (503) 227-2980

Lardo brand and intellectual property rights. When Plaintiff first agreed to become a part-owner

in the Lardo enterprise in 2012, he was led to believe and understood that all of the intellectual

property associated with Lardo would be jointly owned by him, Defendant Huffman, and

Defendant Gencarelli. However, Plaintiff learned in late 2014 that, in April 2014, Defendant

Huffman and Defendant Gencarelli contrived and carried out a deceptive scheme to organize a

fourth LLCDefendant Lardo Holdingsof which Defendant Huffman and Defendant

Gencarelli were the only two members. As part of their deceptive scheme, Defendants Huffman

and Gencarelli then purported to transfer all of the intellectual property associated with Lardo,

including its name, brand, trademark rights, and recipes, to this new LLC. As an essential part of

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forming Defendant Lardo Holdings, Defendants Huffman and Gencarelli registered the LLC

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with the Oregon Secretary of State online, through the use of interstate wires. Defendants

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Huffman and Gencarelli deceptively formed Defendant Lardo Holdings and transferred the

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intellectual property to it without Plaintiffs knowledge or consent.

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23.

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On or about May 12, 2016, Plaintiff learned that Defendants Huffman, Gencarelli,

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ChefStable, Fat Back, and Lardo Holdings have colluded to deprive Plaintiff of profits related to

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catering of Lardo food. After the initial Lardo locations were opened, catering went through

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ChefStable-Lardo LLC and ChefStable- Lardo DT LLC. However, Defendants Huffman and

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Gencarelli, without Plaintiffs knowledge or consent, subsequently changed this arrangement so

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that all Lardo catering went through Defendant ChefStable. Under the new arrangement,

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Defendant ChefStable paid Defendant Fat Back at cost for Lardo food used in catering and paid

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Defendant Gencarelli and/or Defendant Lardo Holdings a royalty fee. Defendant ChefStable

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would then retain the profits. Since this new arrangement was instituted, Plaintiff, ChefStable-

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Lardo LLC, and ChefStable-Lardo DT LLC have not received any profits from the catering of

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Lardo food.

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Page 10 - COMPLAINT
Keli, Altkkman & Runstejn, L.L.P.
Attorneys at Law

520 SW Yamhill, Suite 600


PORTLAND, OR 97204

00246081

Telephone (503) 222-3531


facsimile (503) 227-2980

24.

In late 2014, Plaintiff also learned that, in June 2014, Defendants Huffman and Gencarelli

contrived and carried out a deceptive scheme to file Articles of Amendment with the Oregon

Secretary of State reporting that ChefStable-Lardo LLC and ChefStable-Lardo DT LLC had

amended their Articles of Organization to change from a member-managed LLC to a manager-

managed LLC, and that Defendant Huffman was now the member/manager. In furtherance of

the deceptive scheme, the Articles of Amendment falsely stated that amendments were

unanimously approved by the LLCs' members. Such unanimous approval was required by

ChefStable-Lardo LLC and ChefStable-Lardo DT LLC's Operating Agreements. In actuality, a

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vote was never held on these changes and Plaintiff never voted to approve them. Defendants

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Huffman and Gencarelli filed the Articles of Amendment with the Oregon Secretary of State

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online, through the use of interstate wires. Defendants Huffman and Gencarelli deceptively filed

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the Articles of Amendment containing false information without Plaintiffs knowledge or

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consent.

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25.
Defendants Huffman and Gencarelli have shut Plaintiff out of all operations related to the

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Lardo brand. Defendants Huffman and Gencarelli have engaged in expansion plans for Lardo,

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both domestically and internationally, without Plaintiffs knowledge or consent. Without

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Plaintiff's knowledge or consent, Defendants Huffman and Gencarelli have contrived and carried

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out the multiple deceptive schemes using interstate wires and/or mails to drain the funds of

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ChefStable-Lardo LLC and ChefStable-Lardo DT LLC to support their other business ventures.

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Plaintiff relied on the promises and representations of Defendants Huffman and Gencarelli that

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he would be a 10-percent owner of the entire Lardo enterprise and has been harmed by their

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pattern of deceptive sch emes. In spite of the success of Lardo East and Lardo West, Plaintiff still

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has not received any money back on his investment.

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Page 11 - COMPLAINT
Kell, Alterman & Runstein, L.L.P.
Attorneys at Law
520 SW V amhill, Sum; 600

00246081

Portland, OR 97204
Telephone (503) 222-353 1
facsimile (503) 227-2980

FIRST CLAIM FOR RELIEF

(Conversion)

(Against All Defendants)

26.

Plaintiff realleges paragraphs 1 through 25 as though fully set forth herein.

27.

Plaintiff, as a member of ChefStable-Lardo LLC and ChefStable-Lardo DT LLC, had a

right to a percentage of all profits of the two LLCs, as well as a right to the "Lardo" brand and

other associated intellectual property.

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28.

Defendants Huffman and Gencarelli wrongfully exercised dominion and control over

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funds to which Plaintiff was entitled. In doing so, Defendants Huffman and Gencarelli interfered

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with Plaintiff's right to possession of those funds.

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29.

Defendants Lardo Bakery, Fat Back, ChefStable, Claro, and Middle Space acted in active

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concert with Defendants Huffman and Gencarelli and benefitted from the wrongful conversion of

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funds. Defendants Lardo Bakery, Fat Back, ChefStable, Claro and Middle Space were at all

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relevant times aware that the funds by which they benefitted had been wrongfully converted

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from Plaintiff.

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30.
Defendants Huffman and Gencarelli also wrongfully exercised dominion and control over

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the intellectual property associated with the Lardo brand by transferring rights to the intellectual

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property to Defendant Lardo Holdings. In doing so, Defendants Huffman and Gencarelli

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interfered with Plaintiffs right to possession of the intellectual property.

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III

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III

Page 12 - COMPLAINT
kell, Alterman & RUNSTEIN, L.L.P.
Attorneys at Law
520 SW Yamhill, Suite 600
Portland, OR 97204

00246081

"Telephone (503) 222-353 1

Facsimile (503) 227-29 80

31.

1
2

Defendant Lardo Holdings acted in active concert with Defendants Huffman and

Gencarelli and was at all relevant times aware that the intellectual property in question had been

wrongfully converted from Plaintiff.

32.

Plaintiff has been harmed by the wrongful conduct of Defendants and is entitled to

damages in an amount to be proven at trial, but in no event less than $1 ,000,000.


33.

Plaintiff is further entitled to an order awarding Plaintiff a 10-percent interest in

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Defendant Lardo Holdings.


34.

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Plaintiff should be awarded his costs and disbursements against Defendants.

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SECOND CLAIM FOR RELIEF

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(Breach of Fiduciary Duty)

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(Against All Defendants)

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35.

Plaintiff realleges paragraphs 1 through 25 as though fully set forth herein.

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36.
As co-members of ChefStable-Lardo LLC and ChefStable-Lardo DT LLC, Defendants

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Huffman and Gencarelli owed a fiduciary duty to Plaintiff.

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37.

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Defendants Huffman and Gencarelli breached that duty by committing the following acts:

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(a)

Opening Lardo North without Plaintiff's knowledge, consent, or participation;

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(b)

Converting at least $280,000 from the funds of ChefStable-Lardo LLC and

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ChefStable-Lardo DT LLC to pay the debts of the combined activities of Lardo

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North and Philippe's Bread, without Plaintiffs knowledge or consent;

Page 13 - COMPLAINT
Kell, Alterman & Runstlin, L.I..P.
Attorneys at Law
520 SW Yamhill, Suite 600
Portland, OR 97204

00246081

Telephone (503) 222-353 1

Facsimile (5C3) 227-2980

(c)

Including a provision in ChefStable-Lardo DT LLC's sublease requiring it to pay

the percentage rent to the landlord for the entire space covered by the master

lease, even though ChefStable-Lardo DT LLC only occupied a portion of it, such

that ChefStable-Lardo DT LLC has paid all percentage rent attributable to

Radon' s and Grassa's revenues, without Plaintiffs knowledge or consent;

(d)

Jeopardizing ChefStable-Lardo DT LLC's ability to sell alcohol and the Lardo

West location by illegally and falsely telling the OLCC that the liquor license

covered a single restaurant owned by Defendant Claro when, in fact, Defendant

Claro does not own any restaurant and Defendants Huffman and Gencarelli used

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the liquor license to sell alcohol at Grassa, without Plaintiffs knowledge or

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consent;

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(e)

Using the funds of ChefStable-Lardo LLC and/or ChefStable-Lardo DT LLC to

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pay Racion's and Grassa's monthly rental payments, without Plaintiffs

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knowledge or consent;

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(f)

Lardo Holdings; and

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Diverting all profits from Lardo catering to Defendants ChefStable, Fat Back, and

(g)

Transferring all of the intellectual property associated with Lardo to Defendant


Lardo Holdings, without Plaintiffs knowledge or consent.

IS
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38.

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Defendant Huffman further breached that duty by committing the following acts:

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(a)

Using the funds of ChefStable-Lardo DT LLC to pay back the debts of his failed

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business that had previously occupied the space where Lardo West is located,

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without Plaintiffs knowledge or consent; and

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(b)

Filing Articles of Amendment with the Oregon Secretary of State reporting that

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ChefStable-Lardo LLC had amended its Articles of Organization to change from

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a member-managed LLC to a manager-managed LLC, and that Defendant

Page 14 - COMPLAINT
Kell. Ai.tf.rmak & Rdnstein, L.L.P.

attorneys at Law
520 SW Yamhill, Suite 600
Portland, OR 97204

00246081

Telephone (503) 222-353 1

Facsimile (503) 227-2980

Huffman was now the member/manager, when, in fact, such a change required

unanimous consent and Plaintiff had never voted to approve of this change.
39.

Defendants Lardo Holdings, Lardo Bakery, Fat Back, ChefStable, Claro, and Middle

Space acted in concert with, conspired with, and materially aided and assisted in the breaches by

giving substantial assistance and/or encouragement to Defendants Huffman and Gencarelli.


40.

Plaintiff has been harmed by the numerous breaches committed by Defendants Huffman

and Gencarelli, and aided and assisted in by Defendants Lardo Holdings, Lardo Bakery, Fat

10

Back, ChefStable, Claro, and Middle Space. Plaintiff has been harmed through the depletion of

11

funds from the LLCs of which he is a 10-percent owner, his exclusion from the expansion of the

12

Lardo enterprise and future development of Lardo restaurants, and damage to Plaintiff s

13

reputation in the restaurant community. Plaintiff is entitled to damages in an amount to be

14

proven at trial, but in no event less than $1,000,000.


41.

15
16

Plaintiff is further entitled to an order awarding Plaintiff a 10-percent interest in

17

Defendant Lardo Bakery, Defendant Lardo Holdings, Defendant Fat Back, and all future Lardo

18

enterprises.
42.

19

Plaintiff is further entitled to all equitable remedies necessary to effectuate Plaintiffs 10-

20
21

percent interest in the entire Lardo enterprise.


43.

22

Plaintiff should be awarded his costs and disbursements against Defendants.

23

24

III

25

III

26

III

Page 15 - COMPLAINT
kell, Alterman & Rcnstein, L.L.P.
Attorneys at Law

520 SW YAMHILL, SurTE 600


Portland, OR 97204

00246081

Telephone (503) 222-3531


Facsimile (503) 227-2980

THIRD CLAIM FOR RELIEF

(Breach of Duty of Loyalty)

(Against All Defendants)

44.
Plaintiff realleges paragraphs 1 through 25 as though fully set forth herein.

45.

As co-members of ChefStable-Lardo LLC and ChefStable-Lardo DT LLC, Defendants

7
8

Huffman and Gencarelli owed Plaintiff a duty of loyalty.

46.

10

Defendants Huffman and Gencarelli breached that duty by committing the following acts:

11

(a)

Opening Lardo North without Plaintiffs knowledge, consent, or participation;

12

(b)

Converting at least $280,000 from the funds of ChefStable-Lardo LLC and

13

ChefStable-Lardo DT LLC to pay the debts of the combined activities of Lardo

14

North and Philippe's Bread, without Plaintiffs knowledge or consent;

15

(c)

Including a provision in ChefStable-Lardo DT LLC's sublease requiring it to pay

16

the percentage rent to the landlord for the entire space covered by the master

17

lease, even though ChefStable-Lardo DT LLC only occupied a portion of it, such

18

that ChefStable-Lardo DT LLC has paid all percentage rent attributable to

19

Radon' s and Grassa's revenues, without Plaintiffs knowledge or consent;

20

(d)

Using the funds of ChefStable-Lardo LLC and/or ChefStable-Lardo DT LLC to

21

pay Radon's and Grassa's monthly rental payments, without Plaintiffs

22

knowledge or consent;

23

(e)

Lardo Holdings; and

24

25
26

Diverting all profits from Lardo catering to Defendants ChefStable, Fat Back, and

(f)

Transferring all of the intellectual property associated with Lardo to Defendant


Lardo Holdings, without Plaintiffs knowledge or consent.

Page 16 - COMPLAINT
Kill, Alterman & Runstein, L.L.P.
Attorneys at Law
520 SW Yamhill, Suite 600

00246081

Portland, OR 97204
Telephone (503) 222-353 1
Facsimile (503) 227-2980

47.

Defendant Huffman further breached that duty by using the funds of ChefStable-Lardo

DT LLC to pay back the debts of his failed business that had previously occupied the space

where Lardo West is located, without Plaintiffs knowledge or consent.

48.

Defendants Lardo Holdings, Lardo Bakery, Fat Back, ChefStable, Claro, and Middle

Space acted in concert with, conspired with, and materially aided and assisted in the breaches by

giving substantial assistance and/or encouragement to Defendants Huffman and Gencarelli.

49.
Plaintiff has been harmed by the numerous breaches committed by Defendants Huffman

10
11

and Gencarelli, and aided and assisted in by Defendants Lardo Holdings, Lardo Bakery, Fat

12

Back, ChefStable, Claro, and Middle Space. Plaintiff has been harmed through the depletion of

13

funds from the LLCs of which he is a 1 0-percent owner, his exclusion from the expansion of the

14

Lardo enterprise and future development of Lardo restaurants, and damage to Plaintiffs

15

reputation in the restaurant community. Plaintiff is entitled to damages in an amount to be

16

proven at trial, but in no event less than $1,000,000.

17

50.

18

Plaintiff is further entitled to an order awarding Plaintiff a 10-percent interest in

19

Defendant Lardo Bakery, Defendant Lardo Holdings, Defendant Fat Back, and all future Lardo

20

enterprises.

21

51.

Plaintiff is further entitled to all equitable remedies necessary to effectuate Plaintiffs 10-

22

23

percent interest in the entire Lardo enterprise.

24

25

52.

Plaintiff should be awarded his costs and disbursements against Defendants.

26

Page 17 - COMPLAINT
Kfxl, ALTERMAN & RUNSTEIN, L.L.P.

Attorneys at Law
520 SW Yamhill, Suite 600
Portland, OR 97204

00246081

Telephone (503) 222-3531


Facsimile (503) 227-2980

FOURTH CLAIM FOR RELIEF

(Breach of Contract)

(Against Defendants Huffman and Gencarelli)

53.

Plaintiff realleges paragraphs 1 through 25 as though fully set forth herein.

54.

The Operating Agreements of ChefStable-Lardo LLC and ChefStable-Lardo DT LLC are

valid and enforceable contracts binding on Plaintiff, Defendant Huffman, and Defendant

Gencarelli.

10

55.
Defendants Huffman and Gencarelli breached the Operating Agreements in the following

11
12

material ways:

13

(a)

Withdrawing at least $280,000 in guaranteed payments to Defendants Huffman

14

and Gencarelli without Plaintiffs consent, in violation of paragraph 4.5 of

15

ChefStable-Lardo LLC's Operating Agreement and paragraph 5.5 of ChefStable-

16

Lardo DT LLC's Operating Agreement;

17

0>)

Incurring obligations in excess of $5,000 without Plaintiffs consent, in violation

18

of paragraph 4.2.1 of ChefStable-Lardo LLC's Operating Agreement and

19

paragraph 5.2.1 of ChefStable-Lardo DT LLC's Operating Agreement;

20

(c)

Attempting to change ChefStable-Lardo LLC from a member-manaeed LLC to a

21

manager-managed LLC without Plaintiffs consent, in violation of paragraph

22

4.2.6 of ChefStable-Lardo LLC's Operating Agreement; and

23

(d)

Refusing to allow Plaintiff access to the accounting records of ChefStable-Lardo

24

LLC and ChefStable-Lardo DT LLC, in violation of paragraph 5.1 of ChefStable-

25

Lardo LLC's Operating Agreement and paragraph 6.1 of ChefStable-Lardo DT

26

LLC's Operating Agreement.

Page 18 - COMPLAINT
Kill, alterman & Runstlin, L.l.p.

Attorneys at Law
520 SW Yamhill, Suite 600
Portland, OR 07204

00246081

Telephone (503) 222-3531

Facsimile (503) 227-2980

56.

A valid and enforceable oral contract also exists between Plaintiff, Defendant Huffman,

and Defendant Gencarelli under which Defendants Huffman and Gencarelli promised to Plaintiff

that Plaintiff would be a 1 0-percent owner in the entire Lardo enterprise.

57.

Defendants Huffman and Gencarelli breached their oral contract with Plaintiff by

forming and operating Defendant Lardo Bakery, Defendant Lardo Holdings, and Defendant Fat

Back without Plaintiffs participation, knowledge, or consent.

58.

Plaintiff has been harmed by the numerous breaches committed by Defendants Huffman

10
11

and Gencarelli. Plaintiff has been harmed through the depletion of funds from the LLCs of

12

which he is a 10-percent owner, his exclusion from the expansion of the Lardo enterprise and

13

future development of Lardo restaurants, and damage to Plaintiffs reputation in the restaurant

14

community. Plaintiff is entitled to damages in an amount to be proven at trial, but in no event

15

less than $ 1 ,000,000.

16

59.

17

Pursuant to paragraph 1 1.3 of ChefStable-Lardo LLC's Operating Agreement and

18

paragraph 12.3 ChefStable-Lardo DT LLC's Operating Agreement, Plaintiff is entitled to his

19

attorneys' fees, costs and disbursements incurred herein.

20

FIFTH CLAIM FOR RELIEF

21

(Intentional Interference with Contractual Relations)

22

(Against Defendants Lardo Holdings, Lardo Bakery, Fat Back, ChefStable,

23

Claro, and Middle Space)

24

60.

25

Plaintiff realleges paragraphs 1 through 25 as though fully set forth herein.

26

Page 19 - COMPLAINT
Kf.i,l,Alterman & Runstein, L.L.P.

Attorneys at Law
520 SW Yamhill, Suite 600

00246081

PORTLAND, OR 97204
Telephone (503) 222-3531
Facsimile (503) 227-2980

61.

At all times material, Defendants Lardo Holdings, Lardo Bakery, Fat Back, ChefStable,

Claro, and Middle Space were aware of the existence of a contractual relationship between

Plaintiff, Defendant Huffman, and Defendant Gencarelli.


62.

Defendants Lardo Holdings, Lardo Bakery, Fat Back, ChefStable, Claro, and Middle

Space intentionally interfered with that contractual relationship by materially aiding and assisting

in the breaches described in paragraphs 54-56.


63.

9
10

Defendants Lardo Holdings, Lardo Bakery, Fat Back, ChefStable, Claro, and Middle

11

Space accomplished their interference through an improper meansnamely, assisting in the

12

conversion of assets in which Plaintiff had an interestand for an improper purposenamely,

13

depriving Plaintiff of an ownership interest in the entire Lardo enterprise.


64.

14

The conduct of Defendants Lardo Holdings, Lardo Bakery, Fat Back, ChefStable, Claro,

15
16

and Middle Space was a direct and proximate cause of Defendant Huffman's and Gencarelli' s

17

breach of their contract with Plaintiff. Plaintiff has been harmed by the conduct of Defendants

18

Lardo Holdings, Lardo Bakery, Fat Back, ChefStable, Claro, and Middle Space. Plaintiff has

19

been harmed through the depletion of funds from the LLCs of which he is a 1 0-percent owner,

20

his exclusion from the expansion of the Lardo enterprise and future development of Lardo

21

restaurants, and damage to Plaintiff's reputation in the restaurant community. Plaintiff is entitled

22

to damages in an amount to be proven at trial, but in no event less than $1,000,000.

23

65.

24

Plaintiff should be awarded his costs and disbursements against Defendants Lardo

25

Holdings, Lardo Bakery, Fat Back, ChefStable, Claro, and Middle Space.

26

Page 20 - COMPLAINT
KELL, ALTERMAN & RlINSTEIN, L.L.P.

Attorneys at Law
520 SW Yamhill, Suite 600
Portland, OR 97204
TelephOne(S03) 222-3531

00246081

Facsimile (503) 227-2980

SIXTH CLAIM FOR RELIEF

(Oppression)

(Against Ail Defendants)

Plaintiff realleges paragraphs 1 through 25 as though fully set forth herein.

66.

The conduct of Defendants Huffman and Gencarelli, as the members holding a majority

interest in ChefStable-Lardo LLC and ChefS table-Lardo DT LLC, substantially defeated the

expectations held by Plaintiff when he made the decision to obtain a minority interest in the

LLCs.

10

67.
Defendants Huffman and Gencarelli have engaged in a pattern of oppressive conduct by

11

12

committing the following acts:

13

(a)

Opening Lardo North without Plaintiff's knowledge, consent, or participation;

14

(b)

Converting at least $280,000 from the funds of ChefStable-Lardo LLC and

15

ChefStable-Lardo DT LLC to pay the debts of the combined activities of Lardo

16

North and Philippe's Bread, without Plaintiffs knowledge or consent;

17

(c)

Including a provision in ChefStable-Lardo DT LLC's sublease requiring it to pay

18

the percentage rent to the landlord for the entire space covered by the master

19

lease, even though ChefStable-Lardo DT LLC only occupied a portion of it, such

20

that ChefStable-Lardo DT LLC has paid all percentage rent attributable to

21

Racion's and Grassa's revenues, without Plaintiffs knowledge or consent;

22

(d)

Jeopardizing ChefStable-Lardo DT LLC's ability to sell alcohol and the Lardo

23

West location by illegally and falsely telling the OLCC that the liquor license

24

covered a single restaurant owned by Defendant Claro when, in fact, Defendant

25

Claro does not own any restaurant Defendants Huffman mid Gencarelli used the

26

liquor license to sell alcohol at Grassa, without Plaintiffs knowledge or consent;

Page 21 - COMPLAINT
Kell, Alterman & Runstejn, L.L.I'.
Attorneys at Law
520 SW Yamhill, Suite 600
Portland, OR 97204

00246081

Telephone (503) 222-3531


Facsimile (503) 227-2980

(e)

Using the funds of ChefStable-Lardo LLC and/or ChefStable-Lardo DT LLC to

pay Radon's and Grassa's monthly rental payments, without Plaintiffs

knowledge or consent;

(f)

Diverting all profits from Lardo catering to Defendants ChcfStablc, Fat Back, and
Lardo Holdings;

5
6

(g)

Transferring all of the intellectual property associated with Lardo to Defendant


Lardo Holdings, without Plaintiffs knowledge or consent; and

(h)

Depriving Plaintiff of any return on his investment in ChefStable-Lardo LLC and

ChefStable-Lardo DT LLC.

9
10

68.
Defendant Huffman further engaged in oppressive conduct by committing the following

11
12

acts:

(a)

13

Using the funds of ChefStable-Lardo DT LLC to pay back the debts of his failed

14

business that had previously occupied the space where Lardo West is located,

15

without Plaintiffs knowledge or consent; and

(b)

16

Filing Articles of Amendment with the Oregon Secretary of State reporting that

17

ChefStable-Lardo LLC had amended its Articles of Organization to change from

18

a member-managed LLC to a manager-managed LLC, and that Defendant

19

Huffman was now the member/manager, when, in fact, such a change required

20

unanimous consent and Plaintiff has never voted to approve of this change.

21

69.

The actions of Defendants Huffman and Gencarelli constitute a pattern of oppressive

22
23

conduct that continues to the present and is likely to continue into the future.

24

70.

Defendants Lardo Holdings, Lardo Bakery, Fat Back, ChefStable, Claro, and Middle

25
26

Space acted in concert with, conspired with, and materially aided and assisted in the pattern of

Page 22 - COMPLAINT
KELL, ALTERMAN & KUNSTEIN, L.L.P.
Attorneys at Law

520 SW yamhjll. Suite 600

00246081

Portland, OR 97204
Telephone (503) 222-3531
facsimile (503) 227-2980

oppressive conduct by giving substantial assistance and/or encouragement to Defendants

Huffman and Gencarelli.

71.
Plaintiff has been harmed by the oppressive conduct of Defendants Huffman and

Gencarelli, and aided and assisted in by Defendants Lardo Holdings, Lardo Bakery, Fat Back,

ChefStable, Claro, and Middle Space. Plaintiff has been harmed through the depletion of funds

from the LLCs of which he is a 1 0-percent owner, his exclusion from the expansion of the Lardo

enterprise and future development of Lardo restaurants, and damage to Plaintiffs reputation in

the restaurant community. Plaintiff is entitled to damages in an amount to be proven at trial, but

10

in no event less than $ 1 ,000,000.

11

72.

12

Plaintiff is further entitled to an order awarding Plaintiff a 10-percent interest in

13

Defendant Lardo Bakery, Defendant Lardo Holdings, Defendant Fat Back, and all future Lardo

14

enterprises.

15

73.

Plaintiff is further entitled to all equitable remedies necessary to effectuate Plaintiffs 10-

16
17

percent interest in the entire Lardo enterprise.

18

74.

Plaintiff should be awarded his costs and disbursements against Defendants Huffman and

19
20

Gencarelli.

21

SEVENTH CLAIM FOR RELIEF

22

(Federal RICO)

23

(Against All Defendants)

24

75.

25

Plaintiff realleges paragraphs 1 through 25 as though fully set forth herein.

26

Page 23 - COMPLAINT
Kell, Altbrman & Runstein, L.L.P.
Attorneys at Law
520 SW Yamhill, Suite 600

00246081

Portland, OR 97204
Telephone (503) 222-3531
FACSIMILE (503) 227-2980

76.

Pursuant to 1 8 U.S.C. 1964(c), Plaintiff as an individual is a person who has been

injured in his business or property by reason of a violation of 1 8 U.S.C. 1 962(c) and/or (d).

Defendants, and each of them, are persons which have been associated with the following

alternative enterprises:

(a)

ChefStable-Lardo LLC (as to the claims against all Defendants);

(b)

An association in fact enterprise of Defendants Huffman, Gencarelli, and

ChefStable-Lardo DT LLC (as to the claims against all Defendants);

9
10

An association in fact enterprise of Defendants Huffman, Gencarelli, and

(c)

ChefStable-Lardo LLC (as to the claims against Defendants Huffman, Gencarelli,

11

Lardo Holdings, Lardo Bakery, Fat Back, ChefStable, Claro, and/or Middle

12

Space);

13

(d)

ChefStable-Lardo DT LLC (as to the claims against Defendants Huffman,

14

Gencarelli, Lardo Holdings, Lardo Bakery, Fat Back, ChefStable, Claro, and/or

15

Middle Space);

16

(e)

Defendant Gencarelli);

17
18

(f)

(g)

(h)

25

Defendant ChefStable (as to the claims against Defendants Huffman and


Defendant Gencarelli);

23
24

Defendant Lardo Holdings (as to the claims against Defendants Huffman and

Defendant Gencarelli);

21
22

Defendant Fat Back (as to the claims against Defendants Huffman and Defendant

Gencarelli);

19

20

Defendant Lardo Bakery (as to the claims against Defendants Huffman and

(i)

Defendant Claro (as to the claims against Defendants Huffman and Defendant
Gencarelli);

26

Page 24 - COMPLAINT
Kell, Alterman & Runstein, L.L.P.
Attorneys at Law

00246081

520 SW Yamhill, Suite 600


Portland, OR 97204
Telephone (503) 222-3531
Facsimile (503) 227-2980

0)

Defendant Middle Space (as to the claims against Defendants Huffman and
Defendant Gencarelli);

00

An association in fact enterprise of Defendants Huffman and Gencarelli (as to the

claims against Defendants Lardo Holdings, Lardo Bakery, Fat Back, ChefStable,

Claro, and Middle Space);

(1)

Banner Bank (as to the claims against Defendants Huffman, Gencarelli, and

Lardo Bakery);

7
(m)

12 W RPO, LLC (as to the claims against Defendants Huffman, Gencarelli,


ChefStable, Claro, and Middle Space); and/or

(n)

10

An association in fact enterprise of Defendants Huffman and Gencarelli in

11

association with the unwitting members of Defendant Lardo Bakery (as to the

12

claims against Defendants Huffman, Gencarelli, and Lardo Bakery).

13

77.

The activities of the above enterprises have affected interstate commerce through

14
15

Defendants' repeated use of interstate wires, the federal mail system, and the banking system.

16

78.

The Defendants, and each of them, conducted (operated and managed) the above

17

18

alternative enterprises' affairs through a pattern and/or patterns of racketeering activities. The

19

racketeering activities defined by 18 USC 1961 (1) (A) and (B) include:
(a)

20

The Defendants, and each of them, by design and through their own actions

21

and/or actions of their agents for their own benefit have repeatedly engaged in knowing

22

participation in multiple predicate acts of mail and wire fraud in violation of 18 U.S.C. 1341

23

and 1343 by having devised or intending to devise the above alleged schemes or artifices to

24

defraud, or for obtaining money by means of false or fraudulent pretenses, and/or representations

25

involving use of the mails and interstate wires as alleged in detail in paragraphs 1-25, above.

26

Page 25 - COMPLAINT
Kell, Alterman & Rl.NSTF.m, I..L.P.

Attorneys at Law
520 SW Yamhill, Sutte 600
PORTLAND, OR 97204

00246081

telephone (503) 222-353 1


FAC-SIMILE (503) 227-2980

79.

The multiple acts of mail and wire fraud constitute a pattern and/or patterns of

racketeering in that the schemes involved and continue to involve repetitive schemes of

misrepresentation and deception as to both Plaintiff and unwitting third-parties, including the

other investors in Defendant Lardo Bakery, Banner Bank, and 12 W RPO, LLC. This pattern

and/or patterns of racketeering has and/or have been continuous for well over a year, continues

unabated, and became a regular way for Defendants to do business.

80.

Defendants, and each of them, have agreed and conspired with one another as

9
10

co-conspirators to violate 18 U.S.C. 1962(c), as alleged above, in violation of 18 U.S.C.

11

1962(d).

12

81.

Plaintiff has been and continues to be directly and proximately injured in his business

13
14

and/or property by reason of the above alleged pattern of predicate acts of racketeering. Plaintiff

15

has been harmed through the depletion of funds from the LLCs of which he is a 10-percent

16

owner, his exclusion from the expansion of the Lardo enterprise and future development of

17

Lardo restaurants, and damage to Plaintiff's reputation in the restaurant community. Plaintiff is

18

entitled to treble damages in the amount of $3,000,000 and reasonable attorney fees under

19

18 U.S.C. 1964(c).

WHEREFORE, Plaintiff prays for a jury trial and for a general judgment against

20

21

Defendants as follows:

1.

22

On Plaintiffs First Claim for Relief against all Defendants, compensatory

23

damages in an amount to be determined at trial but in no event less than $1,000,000, plus costs

24

and disbursements;

25

///

26

///

Page 26 -COMPLAINT
Keli., Altesman & Runstein, L.L.F.
Attorneys at Law

520 SW Yamhill, Suite 600

00246081

Portland, OR 97204
Telephone (503) 222-353 1
Facsimile (503) 227-2980

2.

On Plaintiffs Second Claim for Relief against all Defendants, compensatory

damages in an amount to be determined at trial but in no event less than $ 1 ,000,000, plus costs

and disbursements;
3.

On Plaintiffs Third Claim for Relief against all Defendants, compensatory

damages in an amount to be determined at trial but in no event less than $ 1 ,000,000, plus costs

and disbursements;
4.

On Plaintiffs Fourth Claim for Relief against Defendants Huffman and

Gencarelli, compensatory damages in an amount to be determined at trial but in no event less

than $1,000,000, plus attorneys' fees, costs and disbursements;


5.

10

On Plaintiffs Fifth Claim for Relief against Defendants Lardo Holdings, Lardo

11

Bakery, Fat Back, ChefStable, Claro, and Middle Space, compensatory damages in an amount to

12

be determined at trial but in no event less than $1 ,000,000, plus costs and disbursements;
6.

13

On Plaintiffs Sixth Claim for Relief against all Defendants, compensatory

14

damages in an amount to be determined at trial but in no event less than $ 1 ,000,000, plus costs

15

and disbursements;

7.

16

On Plaintiffs Seventh Claim for Relief against all Defendants, compensatory

17

damages in an amount to be determined at trial but in no event less than $3,000,000, plus

18

attorneys' fees, costs and disbursements; and

19

III

20

III

21

III

22

III

23

III

24

III

25

III

26

III

Page 27 - COMPLAINT
Kell,Altekman & RUNSTE1N.L.L.P.

Attorneys at Law
520 SW YAMHILL, Suite 600

00246081

Portland, OR 97204
Telephone (503) 222-3531
FACSLMILE (503) 227-2980

8.

1
2

Such other and further relief as the Court may deem appropriate in the

circumstances.

Dated this 16th day of May, 2016.

KELL, ALTERMAN & RUNSTEIN, L.L.P.

6
7
8

s/Dennis Steinman
Dennis Steinman, OSB #954250
Scott J. Aldworth, OSB #1 13123
Telephone: (503)222-3531
Fax: (503)227-2980
dsteinman@kelrun . com
Of Attorneys for Plaintiff

10

Trial Attorney: Dennis Steinman

11
12
13
14

15
16
17
18

19
20

21
22

23
24

25
26

Page 28 - COMPLAINT
Kell,Althrman & Rhnstein, L.L.P.
Attorneys at Law

520 SW Yamhili, Suite 600


Portland, OR 97204

00246081

Telephone (503) 222-353 1


FACSIMILE (503) 227-2980