Tel, 602.278 3408 Fox 602.274.5401 MICHAEL K. JEANES ee ‘the Superior Court Jonathan A. Dessaules, State Bar No. 019439 Doug uike Ey GeOuRTa: 027223 isi DI 3A AY Re 2700 North Central Avenue, Suite 1250 era mgt ce Phoenix, Arizona 85004 ere et Tel. 602.274.5400 ZOSVT403 Fax 602.274.5401 jidessaules@dessauleslaw.com dwiglevi@dessauleslaw.com Attorneys for Plaintiff IN THE SUPERIOR COURT OF ARIZONA COUNTY OF MARICOPA ABALOS & ASSOCIATES, PLLC, an Arizona professional limited liability No. CV2010-026698 lcompany, Plaintiff, COMPLAINT vs. THOMSON CONANT, PLC, an Arizona professional limited liability company; PAUL A. CONANT, PC. a professional corporation; NEIL W. THOMSON, P.C., professional corporation; PAUL A. CONANT and MARY CONANT, husband and wife; NEIL W. THOMSON and JANET THOMSON, husband and wife, Defendants. Plaintiff Abalos & Associates, PLLC, by and through undersigned counsel, for its Complaint against Thomson Conant, PLC, Paul A. Conant, P.C., Neil W. Thomson, P.C., Paul JA. Conant, Mary Conant, Neil W. Thomson and Janet Thomson, alleges as follows PARTIES, JURISDICTION AND VENUE 1. Abalos & Associates, PLLC (“Abalos”) is an Arizona professional limited liability [company authorized to do business and doing business in the State of Arizona 2. Defendant Thomson Conant, PLC (“Thomson Conant”) is an Arizona professional limited liability company authorized to do business and doing business in the State of Arizona.See wan ewn ul 12 13 4 15 16 7 18 19 20 21 22 24 25 26 a Defendant Paul A. Conant, P.C. (“PAC”) is an Arizona professional corporation and a member of Thomson Conant. : 4. Defendant Neil W. Thomson, P.C. (“NWT”) is an Arizona professional |corporation and a member of ‘Thomson Conant. 5. Defendants Paul A. and Mary Conant (the “Conant Defendants”), husband and lwife, are residents of Maricopa County, Arizona, All acts alleged herein were committed on behalf of, for the benefit of, and in furtherance of their marital community. 6. Defendants Neil W. and Janet Thomson (the “Thomson Defendants”), husband land wife, are residents of Maricopa County, Arizona. All acts alleged herein were committed lon behalf of, for the benefit of, and in furtherance of their marital community. 7. Defendants are or were present in Arizona, doing business in Arizona and/or} |caused events to occur in Arizona out of which Plaintiff's cause of action arises. GENERAL ALLEGATIONS 8. Plaintiff incorporates the foregoing allegations as though fully set forth herein 9. In or about February 2008, Plaintiff entered into contracts for accounting and tax| lservices with each of the Defendants. 10. Plaintiff expended significant time and effort in the performance of its services lwith full expectation that each of the Defendants would pay for the work performed on its behalf. However, Defendants have failed or otherwise refused to pay for the work that Plaintifi} performed for each of the Defendants. ~ 11. Defendants have refused, and continue to refuse, to pay Plaintiff. 12, In addition to any principal amounts that remain due and owing, all past duc! balances owed by the Defendants are subject to a finance charge of 1.5% per month (18% annually) pursuant to the terms of the agreements between Plaintiff and each of the Defendants. 13. Upon information and belief, Defendants have not adhered to the corporate formalities with respect to Thomson Conant, PAC and NWT, have commingled and 2Soe aan sewn intermingled funds of the companies, assigned all or substantially all of the assets to one or| Imore new entities, knowingly allowed Thomson Conant to be undercapitalized, and otherwise utilized Thomson Conant, PAC and NWT as alter egos such that Plaintiff is entitled to pierce the corporate veil of the corporate defendants 14, The amounts presently due and owing on cach of the accounts being sued on herein are $12,370.83 on the Thomson Conant invoices, $390.08 on the PAC invoices, 54,020.05 on the NWT invoices, $2,984.84 on the Conant Defendants invoices, and $3,467.42 lon the Thomson Defendants invoices. 15, This action arises out of contract and Plaintiff is entitled to recover its reasonable attorneys’ fees pursuant to A.R.S. § 12-341.01 COUNT ONE, (Breach of Contract) 16. Plaintiff incorporates the foregoing allegations as though fully set forth herein, 17. A valid and enforceable contract existed between Plaintiff and each of the Defendants, Plaintiff has fully performed all of its obligations under said contracts, except those obligations that may have been excused due to Defendants” actions. 18. Defendants have breached their respective contracts with Plaintiff by, among other| things, failing and refusing to pay Plaintiff for work and services performed for their benefit and lon their behalf, 19. Plaintiff has been damaged in an amount to be proven at trial, including but not limited to the unpaid principal balance due on each of the contracts, plus pre-judgment interest at the contractual rate of 1.5% per month (18% per annum). Count Two (Unjust Enrichment) 20. Plaintiff incorporates the foregoing allegations as though fully set forth herein 21. Plaintiff conferred substantial benefits on each of the Defendants. 322. Defendants were aware of the benefits conferred upon them and knowingly accepted the benefits under such circumstances as to make it inequitable for them to retain the benefits without payment of value to Plaintiff. 23. Defendants have not paid value for the benefits conferred. 24, — Plaintiff is entitled to be compensated for the benefits conferred on Defendants. COUNT THREE, (Account Stated) 25, Plaintiff incorporates the foregoing allegations as though fully set forth herein. 26. _ By entering into the contracts with Plaintiff in or about February 2008, each of the Defendants agreed to pay Plaintiff pursuant to the terms of the contracts. 27. Plaintiff submitted and Defendants received invoices and statements of account setting forth the balance on the account and description of services provided to Defendants. 28. Defendants made no objections to the invoices, statements or subsequent demands for payment, thereby acknowledging the validity of the amount due and owing to Plaintiff. 29. Defendants have now failed and refused to pay Plaintiff the agreed-upon amount of the account stated. 30. Asa direct result of the Defendants failure and refusal to pay Plaintiff the balance owed on the contract, Plaintiff has suffered and continues to suffer damages. PRAYER FOR RELIEF WHEREFORE, Plaintiff demands and prays for judgment as follows: @ (B) © (D) ‘Awarding judgment in Plaintiff's favor and against Defendants; ‘Awarding Plaintiff all of its damages as proven at trial; Awarding Plaintiff its costs of suit, reasonable attorneys’ fees, pre~ judgment and post.judgment interest; and Awarding Plaintiff such further relief as this Court deems just and proper.Soe nr aweun W 12 13 14 16 7 18 19 20 21 2 23 24 25 26 DEMAND FOR JURY TRIAL: Plaintiff hereby requests a jury trial on all questions raised by the Complaint DATED this 2 _ day of September 2010 Attorneys for PlaintiffIl 2 3 VERIFICATION Jam the Managing Member of the Plain in the foregoing aetion: Thave read the foregoing Complaint and know the contents hereof; The same is truc of my own personal knowledge except as to those statements; Imade upon information and belief, and as to those, J believe them to be true; and 4 I declare under penalty of perjury that the forex ing is ruc and correct EXECUTED on this Fo day of Zeepcer te. 2010 ‘andra A. Abalos