PLD-C-001

ATTORNEY OR PARTY WITHOUT ATTORNEY fWame, S(al.

Timothy J. Lopez
Attorney At Law
4811 Chippendale Dr., Suite 307
Sacramento, CA 95841
TELEPHONENO.: ( 9 1 6 )
E-l\/IAiL ADDRESS fOp(/ona/J;

1170285
I

FAX NO.(Optional): (916i)

863-1300

l o t j l @ S b c g l o b a l

ATTORNEY FOR (Name) P l a i n t i f f ,

FOR COURT USE ONLY

nber, and address)

Supsrior Court Of Callfoii sa,

863-1331

n e t

K a t r j n a Arnaud

SUPERIOR COURT OF CALIFORNIA, COUNTY OF

STREETADDRESS: 7 2 0 N i n t h
Street

Sacramehto

B5L

HflAILING ADDRESS:
CITY AND ZIP CODE:

Sacramento,

CA 95814

BRANCH NAIUIE:

PLAINTIFF:

KATRINA ARNAUD

34-2015-1]

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DEFENDANT: CLAY NUTTING a n d DOES 1 - 5 0 , l l n c l u s i v e

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El

DOES 1 TO 5 0

CONTRACT

E l COMPLAINT

AMENDED COMPLAINT (Number) :

AMENDED CROSS-COMPLAINT (Number)

CROSS-COMPLAINT

Jurisdiction (cfieck all that apply) :

ACTION IS A LIMITED CIVIL CASE

Amount demanded \ ^ does not exceed $10,000
^
exceeds $10,000 but does not exceed $25,000
1X1 ACTION IS AN UNLIMITED CIVIL CASE (exceeds $25,000) |
^ 1 ACTION IS RECLASSIFIED by this amended complaint or ci|oss-complaint
\ ^ from limited to unlimited
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I I from unlimited to limited
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1.

Plaintiff* fname or names;.- KATRINA ARNAUD

CASE NUMBER:

alleges causes of action against defendant* ^name or r7ames;: jcLAY NUTTING and DOES 1-50, Inclusive

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2.
3.

This pleading, including attachments and exhibits, consists of the|following number of pages:
a. Each plaintiff named above is a competent adult
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I I except plaintiff (name):
}
(1)
a corporation qualified to do business In Califorriia
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(2) I I an unincorporated entity (describe):
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(3) ^ 3 other (specify):
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b.
Plaintiff (name):
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a. ^3 has complied with the fictitious business name laws and is doing business under the fictitious name (specify):

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4.

b. ^ 1 has compiled with all licensing requirements as a licensedCspec/fy;:

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c.
Information about additional plaintiffs who are not competent adults is shown in Attachment 3c.
a. Each defendant named above is a natural person
I I except defendant (name):
C 3 except defendant (name):
1
a business organization, form unknown
(1)
(1)
a business organization, form unknown
a corporation
a corporation
(2)
(2)
an unincorporated entity (describe):
an unincorporated entity (describe):
(3)
(3)
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a public entity (describe):
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(4)
(4)
a public entity (describe):
(5)

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other (specify):

(5)

other (specify):

'If tiiis form is used as a cross-complaint, plaintiff means cross-complainant and defendant means cross-defendant.
Form Approved for Optional Use
Judicial Council of Califomia
PLD-C-001 [Rev, January 1, 2007]

B
I SENTA
IF
I ORMS"

Page 1 of 2
Code of Civil Procedure, 425.12

COMPLAINT h Contract

'ARNAUD

PLD-C-001
SHORT TITLE:

CASE NUMBER:
t

Arnaud v. N u t t i n g

(Continued)
1
b. The true names of defendants sued as Does are unknown tb plaintiff.
(1)
Doe defendants fspec//y Doe num/jers^1-?5
were the agents or employees ofthe named
defendants and acted within the scope of that agenicy or employment.
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(2)
Doe defendants (specify Doe numbers):
? '6 - 5 0
are persons whose capacities are unknown to
plaintiff.
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I I Information about additional defendants who are not natural persons is contained in Attachment 4c.
^3 Defendants who are joined under Code of Civil Procedure section 382 are (names):

^ J

Plaintiff is required to comply with a claims statute, and

a. r~l has complied with applicable claims statutes, or
b. QI is excused from complying because (specify):

6.

This action is subject to

7.

This court is the proper court because

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a. ^ J a defendant entered into the contract here.
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b. ^ J a defendant lived here when the contract was entered Into.
c. I I a defendant lives here now.
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d. ^ 3 the contract was to be performed here.
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e.
a defendant is a corporation or unincorporated association and its principal place of business is here,
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real property that is the subject of this action is located Ijiere.
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g. ^3 other (specify):

8.

The following causes of action are attached and the statements above apply to each (each complaint must have one or
more causes of action attached):
Breach of Contract
f x l Common Counts

Other (specify):

Civil Code section 1812.1 Oj

Civil Code section 2984.4.

Fraud

9.

I Other allegations:

10.

Plaintiff prays for judgment for costs of suit; for such relief as is fair, just, and equitable; and for
a. 1X1 damages of: $
2 0 0 , 000
b.
interest on the damages
(1)
121 according to proof
(2)
^ 3 at the rate of (specify):
percent pfer year from (date):
c. 2 1 attorney's fees
(1)

of: $
(2)
( 2 1 according to proof

d. 1 ^ other ('spec/'^;:
11. ^3

Exemplary damages f o rj f r a u d and ahy o t h e r r e l i e f as

deemed j u s t and propier by t h e c o u r t .

The paragraphs of this pleading alleged on information and; belief are as follows (specify paragraph numbers):

Date; ^

TIMOTHY .T. T.DPF.Z

(TYPE OR PRINT NAME)

ATTORNEY)

(Ifyou wish to verify this pleading,

PLD-C-001 [Rev. January 1, 2007]
^ Marlin Dean's

Page 2 of 2

COMPLAINTJ- Contract

OCT f f .

I ESSEHTIAl FORMS'

INAUD

PLD-C-001 (1)
SHORT TITLE:

J E NUMBER:

Arnaud v. N u t t i n g , e t a l
L

CAUSE OF ACTION-Breach of Contract

(number)

ATTACHMENT TO El

Complaint

Cross-Complaint

(Use a separate cause of action fonm for each cause of actioii.)

BC-1. Plaintiff frjamej: KATRINA ARNAUD

alleges that on or about (date): J u 1 y , 2 0 1 5
a ( 2 1 written | ^
oral C 3 other Cspec/'/y^;

agreement was made between ^nameparf/estoagreemeny: K a t r i n a A r n a u d and C l a y

Nutting

f x l A copy of the agreement is attached as Exhibit A, or

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\ Z 1 The essential terms of the agreement ^ 3 are stated in Attachment BC-1

are as follows Cspec/^|-

P l a i n t i f f loaned Defendant $200,000.00 t h e t o t a l o f which was

t o be r e p a i d t o P l a i n t i f f by; Defendant'by lAugust 10, 2015.

BC-2. On or about Cdates;.-August 10, 2015

defendant breached the agreement by
(specify):

the acts specified in Attachment BC-2

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the following acts

F a i l e d and r e f u s e d t o pay t h e amount owed as s t a t e d above.

BC-3. Plaintiff has performed all obligations to defendant exc(;pt those obligations plaintiff was prevented or
excused from performing.
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BC-4. Plaintiff suffered damages legally (proximately) caused! by defendant's breach of the agreement
^ 3 as stated in Attachment BC-4 ( ^ as follows (specify):
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The l o s s o f $200,000.00 p l u s accrued i n t e r e s t and a t t o r n e y s

fees a c c o r d i n g t o p r o o f .

B C - 5 . 1 ^ Plaintiff is entitled to attorney fees by an agreement or a statute

121 of $
BC-6.

TBD

F x l according to proof
Other:

Page.
Page 1 of 1
Form Approved for Optionai Use
Judicial Council of California
PLD-C-001 (1) [Rev. January 1, 2007]
tf
MatUn f>cfln!s

fel ESSENTA
IL F
ORMS

Code of Civil Procedure, 425.12

www.courf/nfo.ca.gov

CAUSE OF ACTION-Breach of Contract

1 ARNAUD

Borrower
Clay Nutting
("Borrower")
Lender
Print Name:
("Lender")
L

K a t r i n a R. Arnaud

Promise to Pay

The Lender agrees to lend the Borrower the total amount of $200,000.
The Borrower agrees to pay the total loaned amount as detailed in Section IL
n.

Repayment

The amount owed under tliis Promissory Note will be repaid in full with first priority from TBD
Sponsorships and TBD Fest ticket revenues.
The payment will be due m full, plus 15% interest on August 1 Oth, 2015.
All payments shall be first applied to interest and the balance to principal. There will be no prepayment penalties.
There will be a 5% penalty, per annum, for missing the payment date.
IIL

Repayment Options

The Lender may transfer debt owed into equity of EMCEM, LLC for $50,000 per share or equity
into TBD Fest, LLC for $20,000 per share.
The details of this investment opportunity can be presented for evaluation before the due date of
the loan.
IV.

Additional Costs

In case of default in the payment of any principal or interest of this Promissory Note, LLC will
pay Lender to cover the cost and expenses of collection, including, without limitation, reasonable
attomey's fees, expenses, and disbursements. These costs will be added to the outstanding
principal and will become immediately due.
V.

Transfer of the Promissory Note

The LLC hereby waives any notice of the transfer of this Note by Lender or by any subsequent
holder of this Note, agrees to remain bomid by the tenms of this Note subsequent to any transfer,
and agrees-tliat the ternis of this Note may be fully enforced by any subsequent holder of this
Note.
VI.

Amendment; Modification; Waiver

No amendment, modification or waiver of any provision of this Promissory Note or consent to

departure therefrom shall be effective unless by written agreement signed by both L L C and
Lender.

VII.

Breach of Promissory Note

No breach of any provision of this Promissory Note shall be deemed waived unless it is waived in
writing. No course of dealing and no delay on the part of Lender in exercismg any right will
operate as a waiver thereof or otherwise prejudice Lender'srights,powers, or remedies. No right,
power, or remedy conferred by this Promissory Note upon Lender will be exclusive of any other
rights, power, or remedy referred to in this Note, or now or hereafter available at law, in equity,
by statute, or otherwise.
VIII.

Governing Law

The validity, construction and perfonnance of this Promissory Note will be govemed by the laws
of Califomia, excluding that body of law pertaining to conflicts of law. Borrowers hereby waive
presentment, notice of non-payment, notice of dishonor, protest, demand and diligence.
The parties hereby indicate by their signatures below that they have read and agree with the terms
and conditions of this agreement in its entirety.
SIGNATURE
ClayNutting/Boj

Lender Signature:

( n /

PLD-C-001 (2)

SHORTTITLE: ,
Arnaud v. N u t t i n g ,

CASE NUMBER:
et

al

i
2

(number)

CAUSE OF ACTION-C6mmon
Counts
[

ATTACHMENT TO I 2 1 Complaint

Cross-Complaint j

(Use a separate cause of action form for each cause of action:)

CC-1. Plaintiff ff7afrje).- K A T R I N A

alleges that defendant ('r7ame).became indebted to

ARNAUD
CLAY

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NUTTINd

Q | other (name):
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a. ^ 3 within the last four years
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(1) ^ 3 on an open book account for money due.
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(2) ( 2 1 because an account was stated in writing by and between plaintiff and defendant in which it
was agreed that defendant was indebted to plaintiff.
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b. ( ^

| ^ plaintiff

within the last ( ^ two years

\ ^ four years
;
(1) ^ 3 for money had and received by defendant for the use and benefit of plaintiff.
(2) \ ^ for work, labor, services and materials jrendered at the special Instance and request of defendant
and for which defendant promised to pay plaintiff.
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the sum of $
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\ ^ the reasonable value.
(3)
for goods, wares, and merchandise so d and delivered to deferidant and for which defendant
promised to pay plaintiff
I I the sum of $
the reasonable value.
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(4) 121 for money lent by plaintiffto defendantjat defendant's request.
(5) ( ^ for money paid, laid out, and expended to or for defendant at defendant's special instance and
request.
(6)
other (specify):

CC-2. $
2 0 0 , 0 0 0 , which is the reasonable value, is due and unpaid despite plaintiffs demand,
plus prejudgment interest ( ^
according to proof
at the rate of
'
percent per year
from (da/e): 8 / 1 0 / 2 0 1 5
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CC-3.

CC-4.

Plaintiff is entitled to attorney fees by an agreement or a statute

( 2 1 of $ T B D
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^ 3 according to proof.
Other:

Page
Page 1 of 1
Form Approved for Optionai Use
Judicial Council of Caiifomia
PLD-C-001 (2) (Rev. January 1, 2009]
If

W .Mttrtin Dfan^

IBSENTIAlEORMS"

Code of Civil Procedure, 425 12

www.courtinfo.ca.gov

C A U S E O F ACTION-Common Counts

; ARNAUD

PLD-C-001 (3)

SHORT TITLE:

.UMBER:

Arnaud v. N u t t i n g , e t a l

CAUSE OF ACTION-Fraud

(number)

ATTACHMENT TO I 2 1 Complaint

Cross-Complaint

(Use a separate cause of action form for each cause of action.)

FR-1. Plaintiff ^name;:

KATRINA

ARNAUD

alleges that defendant (name;: C L A Y N U T T I N G , j D A V I D S T E I N B E R G ,

TBD F e s t , L L C }
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on or about Cdafe|. July s September, 2015
defrauded plaintiff as follows:
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FR-2. ^ 3 Intentional or Negligent Misrepresentation

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a. Defendant made representations of material fact

as stated in Attachment FR-2.a

as follows:

Defendants promised t o repay t o P l a i n t i f f t h e amounts loaned.

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b. These representations were in fact false. The truth was \ ^ as stated in Attachment FR-2.b ^ 3 as follows:

Defendants had no i n t e n t i o n |of r e p a y i n g t h e monies loaned t o

him by P l a i n t i f f .
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FR-3. ( ^

c. When defendant made the representations,

defendant knew they were false, or
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defendant had no reasonable ground for believing the representations were true.
d. Defendant made the representations with the intent to defraud and induce plaintiffto act as described in item
FR-5. At the time plaintiff acted, plaintiff did not know the representations were false and believed they were
true. Plaintiff acted in justifiable reliance upon the truth of the representations.
Concealment
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a. Defendant concealed or suppressed material facts
as stated in Attachment FR-3.a ( ^ as follows:
Defendants f a i l e d to disclose to P l a i n t i f f that they would

not

pay t h e amounts agreed t o repay t o P l a i n t i f f ,

b. Defendant concealed or suppressed material facets

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( ^ defendant was bound to disclose.
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by telling plaintiff other facts to mislead plaintiff and prevent plaintiff from discovering the concealed or
. suppressed facts.
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c. Defendant concealed or suppressed these facts'with the intent to defraud and induce plaintiffto act as described in item FR-5. At the time plaintiff acted, plaintiff was unaware of the concealed or suppressed facts
and would not have taken the action if plaintiff had known the facts.
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Page
Page 1 of 2
Form Approved for Optionai Use
Judicial Council of California
PLD-C-001 (3) IRev. January 1, 2007]

SBSEHMFOSMS"

Code of Civil Procedure, 425.12

www.courtinfo.ca.gov

C A U S E O F ACTION-Fraud

'ARNAUD

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SHORT TITLE:

PLD-C-001 (3

CASE NUIVIBER:

Arnaud v . N u t t i n g ,

(number)

et al

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CAUSE OF ACTION-Fraud

FR-4. ( ^ Promise Without Intent to Perform

a. Defendant made a promise about a material matter without any intention of performing it
in Attachment FR-4.a ( 2 1 as follows:
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as stated

Defendant promised that i f P l a i n t i f f loaned t o him the

sums stated herein that he would repay such sums
according t o the terms of;the w r i t t e n agreeent.

FR-5.

b. Defendant's promise without any intention of performance was made with the intent to defraud and induce plaintiffto rely upon it and to act as described in item FR-5. At the time plaintiff acted, plaintiff was
unaware of defendant's intention not to perform the promise. Plaintiff acted in justifiable reliance upon
the promise.
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In justifiable reliance upon defendant's conduct, plaintiff was induced to act ^ 3
as stated in Attachment FR-5
r x l as follows:
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Plaintiff loaned Defendant '$200,000.00.

FR-6

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Because of plaintiffs reliance upon defendant's conduct, plaintiff has been damaged \ ^ as stated in
Attachment FR-6 I 2 1 as follows:
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To date. P l a i n t i f f has had t o 'pay i n t e r e s t bn loans she

took t o provide the loan t o De!fendant.
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FR-7. Other:

xiNPiOO oi.mnii}p>fs

lz:[}m 6-33Q510Z
PLDX-001(3) [Rev. January 1. 2007]
C''^\\ MartinDean\

I ESSENTAIL FORMS"

Page 2 of 2

C A U S E O F ACTION-Fraud

AMAUD

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