Case 1:11-cv CMA -CBS Document 1 Filed 02/02/11 USDC Colorado Page 1 of 15 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO

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1 Case 1:11-cv CMA -CBS Document 1 Filed 02/02/11 USDC Colorado Page 1 of 15 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO Civil Action No. MIKHAIL MATS, Plaintiff, v. DAVID MAZIN; JACOB MAZIN; AAA ALLIANCE GROUP, INC.; CANNAMED USA LONGMONT, LLC; LONGMONT CANNABIS CLUB, LLC; CANNAMED USA BOULDER, LLC; and BOULDER KUSH, LLC; Defendants. COMPLAINT FOR DAMAGES AND JURY DEMAND Plaintiff, Mikhail Mats ( Plaintiff ), by and through his counsel, Jeffrey A. Springer, of the law firm of Springer and Steinberg, P.C., for his Complaint against the above-named defendants, states and alleges as follows: INTRODUCTION 1. In early 2010 Plaintiff Mats was solicited by the individual defendants, along with the entity defendants, to become the Defendants business partner by contributing a significant sum of money to them for a proposed new medical marijuana dispensary in Longmont, Colorado. After Plaintiff Mats agreed and wired approximately $80, to the Defendants, the Defendants changed their story and required Plaintiff Mats to wire an additional approximately $60, to them in order to become their business partner in an existing medical marijuana dispensary in Boulder, Colorado. Shortly after agreeing and wiring the 1

2 Case 1:11-cv CMA -CBS Document 1 Filed 02/02/11 USDC Colorado Page 2 of 15 additional $60,000.00, Plaintiff Mats discovered that the Defendants defrauded him of more than $140, PARTIES 2. Plaintiff Mats is a resident and citizen of the State of Missouri, having his principal place of residence located at Wynncreft Ridge Court, Wildwood, Missouri Defendant David Mazin ( D. Mazin ) is a resident and citizen of the State of Colorado, having his principal place of residence located at, upon information and belief, 9436 E. Aspen Hill Pl., Lone Tree, Colorado Defendant Jacob Mazin ( J. Mazin ) is a resident and citizen of the State of Colorado, having his principal place of residence located at, upon information and belief, 9041 E. Wesley Drive, Denver, Colorado Defendant AAA Alliance Group, Inc. ( AAA ) is a corporation duly organized and existing under the laws of the State of Colorado, having its principal place of business located at 6855 Leetsdale Drive, Denver, Colorado See Ex. 1. Defendant D. Mazin is the registered agent of and for Defendant AAA and, upon information and belief, its only shareholder. See Id. 6. Defendant CANNAMED USA LONGMONT, LLC ( CannaMed Longmont ) is a limited liability company duly organized and existing under the laws of the State of Colorado, having its principal place of business located at nd St. Unit B, Longmont, Colorado See Ex. 2. Defendant D. Mazin is the registered agent of and for Defendant CannaMed Longmont and, upon information and belief, its only member. See Id. 7. Defendant LONGMONT CANNABIS CLUB, LLC ( Longmont Club ) is a limited liability company duly organized and existing under the laws of the State of Colorado, having its 2

3 Case 1:11-cv CMA -CBS Document 1 Filed 02/02/11 USDC Colorado Page 3 of 15 principal place of business located at nd St. Unit A, Longmont, Colorado See Ex. 3. Defendant D. Mazin is the registered agent of and for Defendant Longmont Club and, upon information and belief, its only member. See Id. 8. Defendant CANNAMED USA BOULDER, LLC ( CannaMed Boulder ) is a limited liability company duly organized and existing under the laws of the State of Colorado, having its principal place of business located at th St. Unit 8, Boulder, Colorado See Ex. 4. Defendant D. Mazin is the registered agent of and for Defendant CannaMed Boulder and, upon information and belief, its only member. See Id. 9. Defendant BOULDER KUSH, LLC ( Boulder Kush ) is a limited liability company duly organized and existing under the laws of the State of Colorado, having its principal place of business located at th St. Unit 8, Boulder, Colorado See Ex. 5. Defendant D. Mazin is the registered agent of and for Defendant Boulder Kush and, upon information and belief, its only member. See Id. JURISDICTION 10. The Defendants are Colorado corporations, limited liability companies, and/or residents and citizens of the State of Colorado, while Plaintiff is a resident and citizen of the State of Missouri. Accordingly, the parties are citizens of different states. Therefore, in conjunction with the fact that the matter in controversy in this matter exceeds the sum or value of $75,000.00, original jurisdiction over this controversy exists in this Court pursuant to 28 U.S.C.A. 1332(a). VENUE 11. Jurisdiction in this matter is founded solely on diversity of citizenship; however, venue is proper in the District of Colorado pursuant to 28 U.S.C.A. 1391(a) because a 3

4 Case 1:11-cv CMA -CBS Document 1 Filed 02/02/11 USDC Colorado Page 4 of 15 substantial part of the events or omissions giving rise to the claims in this matter occurred in the State of Colorado. BACKGROUND FACTS 12. The Mazin Defendants own, inter alia and in addition to the entity defendants named in this Complaint, various medical marijuana grow facilities and dispensaries, including: (1) CannaMed USA, LLC; (2) CannaMed USA Colorado Springs, LLC; (3) Medical Marijuana Connection, LLC; (4) Live Green, LLC; (5) CannaMed of Colorado, LLC; (6) The Joint Inc, LLC; (7) Viable Plants, LLC; and (8) Very Best Medicine, LLC. 13. Plaintiff Mats and the Mazin Defendants have been personally acquainted for over thirty (30) years. Accordingly, in or about March of 2010 Defendant D. Mazin approached Plaintiff Mats with an investment opportunity, i.e., to become Defendant D. Mazin s business partner in a new medical marijuana dispensary to be located in Longmont, Colorado. 14. In April of 2010 Plaintiff Mats traveled from Missouri to Colorado with his business partner Jose Miguel Oggero Martinez, and met with the Mazin Defendants and who he was led to believe was a licensed attorney, David Leyden, in Denver, Colorado. Plaintiff Mats, Mr. Martinez, the Mazin Defendants and Mr. Leyden then traveled to Longmont, Colorado on April 19, 2010 to continue to discuss the possibility of Plaintiff Mats investment in the proposed Longmont medical marijuana dispensary. By the time the parties traveled to Longmont on April 19, 2010, Defendants CannaMed Longmont and Longmont Club (collectively, the Longmont Dispensary ) had already been established by Defendant D. Mazin. See Exs During those discussions on April 19, 2010, it was agreed that Plaintiff Mats and Defendant D. Mazin, through his wholly owned corporation Defendant AAA, would become equal business partners in the proposed Longmont, Colorado medical marijuana dispensary. In furtherance of that agreement, 4

5 Case 1:11-cv CMA -CBS Document 1 Filed 02/02/11 USDC Colorado Page 5 of 15 on April 19, 2010 the Mazin Defendants, also on behalf of the Longmont Dispensary and Defendant AAA, represented to Plaintiff Mats that they expected that Plaintiff Mats would provide funding in connection with the proposed dispensary. Further, the Mazin Defendants, also on behalf of the Longmont Dispensary and Defendant AAA, represented to Plaintiff Mats that they would have David Leyden form the appropriate legal entities and prepare an operating agreement to begin the Longmont dispensary. The Mazin Defendants, also on behalf of the Longmont Dispensary and Defendant AAA, specifically represented to Plaintiff Mats on or about April 19, 2010 that David Leyden was a qualified attorney licensed in the State of Colorado, such that Plaintiff Mats did not need to seek independent counsel. Additionally, shortly after the April 19, 2010 meeting set forth above, David Leyden presented to Plaintiff Mats a proposed operating agreement for the Longmont Dispensary, which proposed agreement set forth that the members of and in the Longmont Dispensary were: (1) Defendant AAA; and (2) Terminator Industries, an as of then non-existent entity. The Mazin Defendants, also on behalf of the Longmont Dispensary and Defendant AAA, represented to Plaintiff Mats that the agreement was valid and that David Leyden would form Terminator Industries as a legal entity attendant to execution of the proposed agreement, and that Plaintiff Mats would be the only member and authorized agent of, for and in Terminator Industries. In reliance upon those representations, Plaintiff Mats signed the proposed operating agreement as, consistent with what he was lead to believe, an agent of and for Terminator Industries on or about April 19, In further reliance upon the Mazin Defendants, the Longmont Dispensary and Defendant AAA s representations and in order to uphold his end of the bargain, Plaintiff Mats arranged for the withdrawal of capital from the Missouri limited liability company in which he owned an interest and instructed that company to send the amount of $39, to each of the 5

6 Case 1:11-cv CMA -CBS Document 1 Filed 02/02/11 USDC Colorado Page 6 of 15 Defendants CannaMed Longmont and Longmont Club, for a total of $79,800.00, on or about April 26, 2010 via wire transfer. See Ex. 6 ( April Wire Transfers ). 16. Subsequent to his April Wire Transfers, Plaintiff Mats traveled to the State of Colorado with his adult son via automobile in late May of 2010 in anticipation of opening the agreed-upon medical marijuana dispensary in Longmont. However, when Plaintiff Mats arrived in the State of Colorado on or about June 1, 2010, the Mazin Defendants, also on behalf of the Longmont Dispensary and Defendant AAA, informed him that while the requisite license had been issued for the Longmont Dispensary, it had somehow been lost, such that the Longmont Dispensary was not viable. Accordingly, the Mazin Defendants, also on behalf of the Longmont and Boulder Dispensaries and Defendant AAA, told Plaintiff Mats that they had another dispensary opportunity in Boulder, Colorado, i.e., Boulder Kush. The Mazin Defendants, also on behalf of the Longmont and Boulder Dispensaries and Defendant AAA, represented to Plaintiff Mats on or about June 1, 2010 that Plaintiff Mats monetary contributions to the Longmont Dispensary could be transferred for Plaintiff Mats benefit to Defendants CannaMed Boulder and Boulder Kush (collectively, the Boulder Dispensary ), which had already been established and were operational, but that Plaintiff Mats would need to contribute additional funds in order to become a partner in the Boulder Dispensary. In furtherance of their representations, the Mazin Defendants, also on behalf of the Longmont and Boulder Dispensaries and Defendant AAA, also specifically represented to Plaintiff Mats on or about June 1, 2010 that the Boulder Dispensary earned between $25, $30, per month and that the Boulder Dispensary would be an even better investment opportunity for Plaintiff Mats than would have been the Longmont Dispensary, had it worked out, since there was no geographically proximate competition to the Boulder Dispensary. 6

7 Case 1:11-cv CMA -CBS Document 1 Filed 02/02/11 USDC Colorado Page 7 of As was the case with the Longmont Dispensary, the Mazin Defendants, also on behalf of the Longmont and Boulder Dispensaries and Defendant AAA, again represented to Plaintiff Mats that David Leyden was a qualified attorney licensed in the State of Colorado and arranged for David Leyden to present to Plaintiff Mats a proposed operating agreement for the Boulder Dispensary, which proposed agreement set forth that the members of and in the Boulder Dispensary were: (1) Defendant AAA; and (2) Terminator Industries. In reliance upon the Defendants representations, Plaintiff Mats signed the proposed Boulder Dispensary operating agreement as, consistent with what he was lead to believe, an agent of and for Terminator Industries on or about June 5, 2010, nunc pro tunc June 1, See Ex In additional reliance upon the Mazin, Longmont and Boulder Dispensaries and Defendant AAA Defendants representations, Plaintiff Mats agreed to the Defendants offer to transfer his monetary contributions from the Longmont Dispensary to the Boulder Dispensary, and he also arranged for the withdrawal of additional capital from the Missouri limited liability company in which he owned an interest and he instructed that company to send the amount of $30, to each of the Defendants CannaMed Longmont and Longmont Club, for a total of $60,000.00, on or about June 9, 2010 via wire transfer. See Ex. 8 ( June Wire Transfers ). The June Wire Transfers were sent to the Longmont Dispensary at the direction of the Mazin, Longmont and Boulder Dispensaries and AAA Defendants, who represented to Plaintiff Mats on or about June 1, 2010 that the June Wire Transfer funds would simply be transferred for Plaintiff Mats benefit to the Boulder Dispensary along with Plaintiff Mats previous April Wire Transfer funds. The Defendants, for their collective and/or individual benefit, retained those funds. 19. In furtherance of what he believed was his interest in the Boulder Dispensary, Plaintiff Mats completed the requisite paperwork for licensing of medical marijuana dispensaries 7

8 Case 1:11-cv CMA -CBS Document 1 Filed 02/02/11 USDC Colorado Page 8 of 15 at the time and provided it to Defendant D. Mazin and his attorney, Fred Ginsburg, who Defendant D. Mazin represented would turn the paperwork into the State of Colorado and take care of the licensing matter(s). 20. Subsequent to June 1, 2010, Plaintiff Mats and his son, David Mats, began working at the Boulder Dispensary. However, in or about the second or third week of June of 2010, Plaintiff Mats discovered that there was in fact, a competing medical marijuana dispensary located in the very same shopping center as the Boulder Dispensary, contrary to the Defendants express representations above. Additionally, Plaintiff Mats discovered at the same time that the Boulder Dispensary made at best between $10, $12, per month, far less than the $25, $30, per month as represented by the Defendants to Plaintiff Mats on or about June 1, During the course of Plaintiff Mats employment in connection with the Boulder Dispensary, Plaintiff Mats was forced to contribute an additional sum of approximately $9, to the Boulder Dispensary for the purchase of inventory, which the Boulder Dispensary then sold or was expected to sell. However, in or about December of 2010 the Defendants arranged for the Boulder Dispensary s locks to be changed under the pretense that Plaintiff Mats was not a Colorado resident and they refused to allow Plaintiff Mats access to the Boulder Dispensary. 21. Since December of 2010, Plaintiff Mats has learned that, in addition to his discoveries outlined above: (1) the Longmont license either never existed or had been lost prior Plaintiff Mats April Wire Transfers; (2) David Leyden is not a qualified attorney licensed to practice law in the State of Colorado; (3) D. Mazin and Fred Ginsburg failed to turn Plaintiff Mats licensure paperwork in to the State of Colorado and, therefore, never informed the State of 8

9 Case 1:11-cv CMA -CBS Document 1 Filed 02/02/11 USDC Colorado Page 9 of 15 Colorado of what Plaintiff Mats believed was his ownership interest in the Boulder Dispensary; and (4) that Terminator Industries was in fact, never formed. FIRST CLAIM FOR RELIEF (Fraud in the Inducement against all Defendants) 22. Plaintiff Mats hereby incorporates as if fully set forth herein paragraphs one (1) through twenty-one (21) above. 23. The Mazin, Dispensary and/or AAA Defendants falsely represented to Plaintiff Mats that: (1) Plaintiff Mats and Defendant D. Mazin, through his wholly owned entity Defendant AAA, would become business partners in the Longmont Dispensary; (2) David Leyden was a qualified attorney licensed in the State of Colorado, such that Plaintiff Mats did not need to seek independent counsel; (3) upon Plaintiff Mats financial contribution he would become a member of and in the Longmont Dispensary; (4) Terminator Industries would be formed as a legal entity and that Plaintiff Mats would be the only member and authorized agent of, for and in Terminator Industries; (5) both of the April or June operating agreements were valid; (6) the June Wire Transfer funds would simply be transferred for Plaintiff Mats benefit to the Boulder Dispensary along with Plaintiff Mats previous April Wire Transfer funds; (7) the Boulder Dispensary earned between $25, $30, per month; (8) there was no geographically proximate competition to the Boulder Dispensary; (9) Plaintiff Mats and Defendant D. Mazin would become business partners in the Boulder Dispensary; (10) Defendant D. Mazin and his attorney, Fred Ginsburg, would turn Plaintiff Mats licensure paperwork into the State of Colorado and take care of the licensing matter(s). 9

10 Case 1:11-cv CMA -CBS Document 1 Filed 02/02/11 USDC Colorado Page 10 of The Defendants false representations were of material facts that either existed at the time the false representations were made, or when the Defendants made the representations they had no intention of performing in accordance with the representation(s). 25. The Defendants knew at the time they made the representations that the representations were false. 26. The Defendants intended that Plaintiff Mats rely on their representations in order to induce Plaintiff Mats to give them more than $140, Plaintiff Mats reliance upon the Defendants representations was justified on account of, inter alia; (1) the long time personal relationship between the Mazin Defendants and Plaintiff Mats; (2) the Mazin Defendants representation that David Leyden was a qualified attorney licensed in the State of Colorado; and (3) the Mazin Defendants existing involvement in the medical marijuana business in the State of Colorado. 28. As a result of the Defendants fraud which induced Plaintiff Mats to make the April and June Wire Transfers and contribute the approximately $9, of additional funds, Plaintiff Mats has suffered significant damage. WHEREFORE, Plaintiff Mats hereby prays for judgment as and against the Mazin Defendants, as follows: A. For special damages; B. For general and compensatory damages; C. For all prejudgment interest, postjudgment interest, and other interest allowed at law; and D. For such other and further relief and this Court deems just and proper. SECOND CLAIM FOR RELIEF 10

11 Case 1:11-cv CMA -CBS Document 1 Filed 02/02/11 USDC Colorado Page 11 of 15 (Fraudulent Concealment against all Defendants) 29. Plaintiff Mats hereby incorporates as if fully set forth herein paragraphs one (1) through twenty-eight (28) above. 30. The Defendants concealed from Plaintiff Mats that: (1) Plaintiff Mats did not obtain any ownership interest in either the Longmont or Boulder Dispensaries; (2) there was no license for the Longmont Dispensary or it had been revoked or otherwise lost prior to Plaintiff Mats April Wire Transfer; (3) David Leyden was not a qualified attorney licensed in the State of Colorado; (4) neither the April or June operating agreements were valid; (4) the June Wire Transfer funds were not transferred for Plaintiff Mats benefit but instead for the Defendants benefit; (5) the Boulder Dispensary earned only between $10, $12, per month; (6) there was geographically proximate competition to the Boulder Dispensary; (7) Defendant D. Mazin and his attorney, Fred Ginsburg, did not turn Plaintiff Mats licensure paperwork into the State of Colorado; and (8) Plaintiff Mats could not in fact, possess an ownership interest in either the Longmont or Boulder Dispensaries as a result of a change in Colorado law. 31. The facts concealed by the Defendants were material and existing. 32. The facts concealed by the Defendants should in equity and good conscience have been disclosed because those facts would have demonstrated and indicated that Plaintiff Mats would not and in at least one circumstance, could not, receive the benefit of his perceived bargain. Ultimately, Plaintiff Mats would not have made either the April or June Wire Transfers had the facts concealed by the Defendants been disclosed. 33. The Defendants knew that they were concealing and concealed the above-stated facts from Plaintiff Mats and they intended that Plaintiff Mats would make his financial contributions, including the April and June Wire Transfers, in reliance upon the Defendants concealment. 11

12 Case 1:11-cv CMA -CBS Document 1 Filed 02/02/11 USDC Colorado Page 12 of Plaintiff Mats was ignorant of the Defendants concealment. 35. Plaintiff Mats reliance on the Defendants concealment resulted in significant damages to Plaintiff Mats. WHEREFORE, Plaintiff Mats hereby prays for judgment as and against the Mazin Defendants, as follows: A. For special damages; B. For general and compensatory damages; C. For all prejudgment interest, postjudgment interest, and other interest allowed at law; and D. For such other and further relief and this Court deems just and proper. THIRD CLAIM FOR RELIEF (Civil Theft against all Defendants) 36. Plaintiff Mats hereby incorporates as if fully set forth herein paragraphs one (1) through thirty-five (35) above. 37. The Defendants knowingly obtained and exercised control by deception over at least $144, that belonged to Plaintiff Mats. 38. The Defendants intended to deprive Plaintiff Mats permanently of the use or benefit of at least $140, The Defendants used and/or have concealed Plaintiff Mats at least $140, in such manner as to deprive Plaintiff Mats permanently of the use or benefit of those funds. 40. Accordingly, the Defendants have obtained Plaintiff Mats funds through theft and Plaintiff Mats is entitled to recover three times the amount of his actual damages, along with costs of this action and reasonable attorney fees. 12

13 Case 1:11-cv CMA -CBS Document 1 Filed 02/02/11 USDC Colorado Page 13 of 15 as follows: WHEREFORE, Plaintiff Mats hereby prays for judgment as and against the Defendants, A. For special damages; B. For treble damages pursuant to , C.R.S.; C. For all prejudgment interest, postjudgment interest, and other interest allowed at law; D. For attorney fees and costs; and E. For such other and further relief and this Court deems just and proper. FOURTH CLAIM FOR RELIEF (Unjust Enrichment against all Defendants CannaMed Boulder and Boulder Kush) 41. Plaintiff Mats hereby incorporates as if fully set forth herein paragraphs one (1) through forty (40) above. 42. Between June 1, 2010 and December of 2010 Plaintiff Mats, consistent with his perceived ownership interest in the Boulder Dispensary, contributed approximately $9, of additional funds to the Boulder Dispensary, which funds were used to purchase inventory that the Boulder Dispensary then sold or was expected to sell. Accordingly, the Boulder Dispensary received a benefit, i.e., the additional inventory, at no cost to it but to the financial detriment of Plaintiff Mats. 43. Under the circumstances, e.g., the Defendants fraudulent inducement, fraudulent concealment, civil theft and civil conspiracy set forth in this Complaint, it is unjust for the Boulder Dispensary to retain the benefit of Plaintiff Mats additionally contributed funds without repaying those funds to Plaintiff Mats. 44. Plaintiff Mats has been damaged as a result of the Boulder Dispensary s unjust enrichment. 13

14 Case 1:11-cv CMA -CBS Document 1 Filed 02/02/11 USDC Colorado Page 14 of 15 WHEREFORE, Plaintiff Mats hereby prays for judgment as and against Defendant CannaMed Boulder and Boulder Kush, as follows: A. For special damages; B. For all prejudgment interest, postjudgment interest, and other interest allowed at law; and C. For such other and further relief and this Court deems just and proper. FIFTH CLAIM FOR RELIEF (Civil Conspiracy against all Defendants) 45. Plaintiff Mats hereby incorporates as if fully set forth herein paragraphs one (1) through forty-four (44) above. 46. Defendant D. Mazin, also on behalf of Defendant AAA and the Dispensary Defendants, shared an object to be accomplished, i.e., depriving Plaintiff Mats of his funds, along with Defendant J. Mazin. 47. The Defendants reached a meeting of the minds on that goal and upon the course of action through which the goal of the conspiracy would be achieved. 48. The Defendants committed one or more unlawful overt acts in furtherance of the conspiracy, most notably depriving Plaintiff Mats of his funds through fraudulent inducement, fraudulent concealment and civil theft. 49. Plaintiff Mats suffered damages as a proximate result of the Defendants conspiracy.. WHEREFORE, Plaintiff Mats hereby prays for judgment as and against the Defendants, jointly and severally, as follows: A. For special damages; B. For general and compensatory damages; 14

15 Case 1:11-cv CMA -CBS Document 1 Filed 02/02/11 USDC Colorado Page 15 of 15 C. For all prejudgment interest, postjudgment interest, and other interest allowed at law; and D. For such other and further relief and this Court deems just and proper. Plaintiff requests a trial by jury. DATED this 1 st day of February, DEMAND FOR JURY TRIAL Respectfully submitted, s/ Jeffrey A. Springer Jeffrey A. Springer Springer and Steinberg, P.C Broadway, Suite 1200 Denver, CO Telephone: (303) Fax: (303) Attorney for Plaintiff Mats Plaintiff s Address: Wynncreft Ridge Court Wildwood, Missouri

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