Complaint — Omega Accounting Solutions v. OABL XIII and OWS Administration (Southern District of New York)
Summary
A complaint filed December 12, 2025 by Omega Accounting Solutions, Inc. against OABL XIII, LLC and OWS Administration, LLC in the U.S. District Court for the Southern District of New York, Case 1:25-cv-10313-MMG. It states that Omega entered a Payoff Letter agreement with the defendants on February 3, 2025 to pay off a loan from OABL, and that the agreement set up a "Reserve Account" as an indemnity source for litigation claims. Omega alleges the Reserve Account is void ab initio because it has no definite termination date, and that all actual or threatened litigation claims have been resolved. The complaint pleads breach of escrow agreement, breach of contract, unjust enrichment and conversion, and asks the court to terminate the Reserve Account and order funds returned. Counsel Steven K. Eisenberg signed it.
Summary drafted by a model from the document's text below and checked by script against that text before publication. It is a navigation aid, not a reading of what the document proves. Where AI is used
Cite this document
“Complaint — Omega Accounting Solutions v. OABL XIII and OWS Administration (Southern District of New York).”
Archived at Pandemic Darlings, https://pandemicdarlings.com/source-documents/1-complaint-omega-accounting-v-oabl-xiii-eba6d0abb4/
, SHA-256 afb98e3ed875cd582a13cbdc98fd54316032d0d52cd09d416c8b58314f902843.Full text
Case 1:25-cv-10313-MMG Document 1 Filed 12/12/25 Page 1 of 7
IN THE UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
OMEGA ACCOUNTING SOLUTIONS, INC.
15101 Alton Parkway
Irvine, CA 92618
Plaintiff Case No.
v.
OABL XIII, LLC
299 Park Avenue, 25th Floor
New York, New York 10171
and
OWS ADMINISTRATION, LLC
299 Park Avenue, 25th Floor
New York, New York 10171
Defendants
COMPLAINT
Plaintiff Omega Accounting Solutions, Inc., by its undersigned counsel, Stern &
Eisenberg, P.C., files this Complaint against Defendants OABL XIII, LLC and OWS
Administration, LLC, alleges upon personal knowledge as to its own status and acts, and upon
information and belief as to all other matters avers, as follows:
I. NATURE OF ACTION
1. This action arises out of an escrow agreement among the parties whereby the
escrow agreement is invalid and void ab initio, and even assuming arguendo the validity of the
escrow agreement, the conditions for release of the escrowed funds have been satisfied, but
Defendants refuse to allow the release of the escrowed funds.
Case 1:25-cv-10313-MMG Document 1 Filed 12/12/25 Page 2 of 7
II. JURISDICTION AND VENUE
2. The Court has jurisdiction over the controversy under 28 U.S.C. § 1332(a)(1).
3. The amount in controversy exceeds $75,000.00.
4. There is complete diversity of citizenship between the parties and therefore, the
District Court has original jurisdiction.
5. Venue is appropriate in this judicial district pursuant to 28 U.S.C. § 1391 because
the ats that give rise to Plaintiff’s claims occurred in this district, and Defendants’ principal place
of business is in this district.
6. Jurisdiction and venue are also appropriate because the contractual agreement at
issue is governed by the laws of the State of New York, and the parties agreed that any litigation
arising in connection with the contractual agreement is subject to the exclusive general
jurisdiction of, without limitation, the courts of the United States of America for the Southern
District of New York.
III. THE PARTIES
7. Plaintiff Omega Accounting Solutions, Inc. (“Omega”) is a corporation
established under the laws of the State of California, with its principal place of business in
Orange County, California.
8. Defendant OABL XIII, LLC (“OABL”) is a limited liability company formed
under the laws of the State of Delaware with a principal place of business in New York city.
9. Defendant OWS Administration, LLC (“OWS”) is a limited liability company
formed under the laws of the State of Delaware with a principal place of business in New York
city.
2
Case 1:25-cv-10313-MMG Document 1 Filed 12/12/25 Page 3 of 7
IV. THE FACTS
10. On February 3, 2025, Omega entered into a Payoff Letter agreement with OABL
and OWS (the “Agreement”). See Payoff Letter, attached hereto and incorporated as Exhibit “A”
(account numbers redacted).
11. The Agreement arises out of prior loan from OABL, as lender, to Omega, as
borrower, and served to document the terms of the payoff of that loan.
12. The Agreement was foisted upon Omega “in the eleventh hour” as a condition of
the payoff of the loan.
13. Inclusive in the Agreement was the establishment of an escrow, referred to as a
“Reserve Account”, in the sum of $1,000,0000, purportedly to serve as a source of indemnity to
OABL “for any losses, claims, damages, liabilities and related expenses (including Attorney
Costs) associated with any actual or threatened litigation claims . . .” in which OABL and certain
parties affiliated with OABL, are purportedly entitled to indemnification or reimbursement under
the aforementioned loan instruments, even though the loan was satisfied. See Exhibit “A” at ¶ 2.
14. The Agreement states that the Reserve Account “shall remain in place until such
time as [OWS] determines in its reasonable discretion that the Reserve Amount is no longer
prudent or necessary as a reserve against such actual or threatened litigation claims.”
15. The Reserve Account has no definitive termination date, which renders it
unenforceable and void ab initio.
16. The termination of the Reserve Account appears to be subject to the whim of
Defendants, which renders it unenforceable and void ab initio.
17. Assuming arguendo that the Reserve Account is valid, it shall terminate, if at any
point in time, there are no actual or threatened litigation claims.
3
Case 1:25-cv-10313-MMG Document 1 Filed 12/12/25 Page 4 of 7
18. Since the inception of the Reserve Account, all actual or threatened litigation
claims have been resolved.
19. Notwithstanding, since the resolution of the only known actual or threatened
litigation, Defendants have refused to use reasonable discretion in their conduct.
20. The Reserve Account is no longer necessary since there is no actual or threatened
litigation.
21. The conduct and actions of Defendants are in violation of the terms and
requirements of the Agreement.
22. Defendants have failed to disclose any relevant “actual litigation”, nor have the
Defendants identified any “threatened litigation”. There is no “reasonable” basis for Defendants’
bad-faith conduct. See email string, attached hereto and incorporated as Exhibit “B”.
23. Any attempt by the Defendants to manufacture reasons to withhold the Reserve
Account is done in bad-faith.
24. Omega has requested that Defendants identify any actual or threatened litigation
claims but Defendants cannot do so because there are none.
25. Upon information and belief, Defendants have improperly orchestrated the
withdrawal of funds for the benefit of entities that are not covered indemnity parties from the
Reserve Account.
26. Use of funds for the benefit of non-covered entities would constitute conversion
of those funds by those non-covered entities.
27. Use of the funds for the benefit of non-covered reasons for covered indemnified
parties constitutes a breach of the Agreement and/or conversion of the funds.
4
Case 1:25-cv-10313-MMG Document 1 Filed 12/12/25 Page 5 of 7
28. Given that the Reserve Account is void ab initio, any and all funds withdrawn by
Defendants must be returned to Omega.
COUNT I
BREACH OF ESCROW AGREEMENT
Omega v. Defendants
29. Omega incorporates the above allegations as if fully set forth herein.
30. Omega and Defendants are parties to a purported escrow agreement.
31. Defendants failed to comply with the terms and conditions of the purported
escrow agreement.
32. As a result of Defendants’ breach of the purported escrow agreement, Omega has
suffered damages.
COUNT II
BREACH OF CONTRACT
Omega v. Defendants
33. Omega incorporates the above allegations as if fully set forth herein.
34. Omega and Defendants are parties to the Agreement.
35. Defendants failed to comply with the Agreement.
36. As a result of Defendants’ breach of the Agreement, Omega has suffered
damages.
5
Case 1:25-cv-10313-MMG Document 1 Filed 12/12/25 Page 6 of 7
COUNT III
UNJUST ENRICHMENT
Omega v. Defendants
37. Omega incorporates the above allegations as if fully set forth herein.
38. Defendants were enriched.
39. Defendants were enriched at Omega’s expense.
40. It is against equity and good conscience to permit the Defendants to retain the
sums sought to be recovered.
41. As a result of Defendants’ conduct, Omega has suffered damages.
COUNT IV
CONVERSION
Omega v. Defendants
42. Omega incorporates the above allegations as if fully set forth herein.
43. The Reserve Account funds were supposed to be held in a DACA account.
44. To the extent any Defendants took funds from the Reserve Account for reasons
outside the scope or definitions of the Agreement then such Defendants had no legal right nor
interest to take funds from the Reserve Account constituting conversion.
45. To the extent Defendants were not a party entitled to indemnification under the
Agreement but still took funds such action constitutes conversion.
46. To the extent the Agreement is void ab initio then any funds taken from the
Reserve Account by Defendants have been converted by Defendants.
WHEREFORE, Plaintiff Omega Accounting Solutions, Inc. requests that this Honorable
Court enter judgment in its favor and against Defendants OABL XIII, LLC and OWS
Administration, LLC, and:
6
Case 1:25-cv-10313-MMG Document 1 Filed 12/12/25 Page 7 of 7
a. Terminate the Reserve Account;
b. Order that Defendants return all funds they have taken from the Reserve Account
back to the Reserve Account;
c. Order that any and all funds removed from the Reserve Account are subject to a
constructive trust;
d. Award Plaintiff all sums originally placed into the Reserve Account, plus interest;
and
e. Award Plaintiff damages, costs, attorneys’ fees, and such other relief deemed
appropriate by the Court;
/s/Steven K. Eisenberg
Dated: December 12, 2025 STERN & EISENBERG, P.C.
1131 Route 55, Suite 1
Lagrangeville, NY 12540
(215) 421-9012
seisenberg@sterneisenberg.com
Counsel for Plaintiff
7
File and source
- File
- 1-complaint-omega-accounting-v-oabl-xiii.pdf
- Size
- 236,504 bytes
- SHA-256
- afb98e3ed875cd582a13cbdc98fd54316032d0d52cd09d416c8b58314f902843
- Original
- No public link identified.