Defendants’ Answer to Plaintiff’s Complaint, RMJ Small Biz LLC v. Occams Advisory Inc.

Summary

In this answer filed December 12, 2025, in RMJ Small Biz LLC v. Occams Advisory Inc. in the Central District of California, defendants Occams Advisory Inc. and Anupam Satyasheel respond to RMJ's complaint dated August 25, 2025. They admit that Occams and RMJ entered into an Affiliate Agreement effective August 24, 2023, under which RMJ agreed to refer small businesses that may qualify for ERCs, and that Occams told CMB and RMJ it would set aside disputed commissions until their dispute was resolved. They deny the claims for breach of contract, promissory estoppel, fraud and misrepresentation, and interference with business relationships, and deny that RMJ is entitled to any relief. The affirmative defenses include interpleader, unclean hands and laches.

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“Defendants’ Answer to Plaintiff’s Complaint, RMJ Small Biz LLC v. Occams Advisory Inc.” Archived at Pandemic Darlings, https://pandemicdarlings.com/source-documents/23-answer-to-complaint-5978842a7a/, SHA-256 4fc05db7f7cf36d0cea2fb22f745337d1bb55f997b0fb85191eb231fe044b89a.

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Case 2:25-cv-07956-SRM-MAR Document 23 Filed 12/12/25 Page 1 of 13 Page ID
#:112

1 VENABLE LLP
David E. Fink (SBN 169212)
2 DEFink@Venable.com
Witt W. Chang (SBN 281721)
3 WWChang@Venable.com
2049 Century Park East, Suite 2300
4 Los Angeles, CA 90067
Telephone: 310.229.9900
5 Facsimile: 310.229.9901
6 Attorneys for Defendants Occams
Advisory Inc. and Anupam Satyasheel
7

8
UNITED STATES DISTRICT COURT
9
CENTRAL DISTRICT OF CALIFORNIA
10
LOS ANGELES DIVISION
11

12 RMJ Small Biz LLC, a Tennessee

2049 CENTURY PARK EAST, SUITE 2 300
limited liability company, Case No. 2:25-CV-7956
13
Plaintiff, Hon. Serena R. Murillo

VENABLE LLP
14

LOS ANGELES, CA 90067
310.229.9900
v.
15 DEFENDANTS OCCAMS ADVISORY
INC. AND ANUPAM SATYASHEEL’S
16 Occams Advisory Inc., a Delaware ANSWER TO COMPLAINT
Corporation, and Anupam
17 Satyasheel, an individual,

18 Defendants. Complaint Filed: August 25, 2025
Complaint Served: November 7, 2025
19 Response Date: December 12, 2025
20

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DEFENDANTS’ ANSWER TO PLAINTIFF’S COMPLAINT
Case 2:25-cv-07956-SRM-MAR Document 23 Filed 12/12/25 Page 2 of 13 Page ID
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1 Defendants Occams Advisory Inc. (“Occams”) and Anupam Satyasheel
2 (“Satyasheel”), by and through undersigned counsel, hereby answer Plaintiff RMJ
3 Small Biz LLC’s (“RMJ”) Complaint, dated August 25, 2025 (the “Complaint”), as
4 follows:
5 INTRODUCTION
6 1. Paragraph 1 contains a statement of the case and a legal conclusion to
7 which no response is required. To the extent a response is required, Defendants deny
8 the allegations in Paragraph 1.
9 PARTIES
10 2. Defendants are without knowledge or information sufficient to form a
11 belief as to the truth of the allegations in Paragraph 2, and therefore deny those
12 allegations.
13 3. Defendants admit that Occams is a corporation organized under the
14 laws of Delaware with its principal place of business in Florida.
15 4. Defendants admit that Satyasheel is an individual domiciled in
16 California.
17 JURISDICTION AND VENUE
18 5. Defendants admit that this Court has subject-matter jurisdiction over
19 this action pursuant to 28 U.S.C. § 1332.
20 6. Defendants admit that Occams consented to personal jurisdiction and
21 venue before this Court pursuant to the Affiliate Agreement. Defendants admit that
22 Satyasheel resides in this District. The remainder of the allegations in Paragraph 6
23 contain legal conclusions to which no response is required. To the extent a response
24 is required, Defendants deny the remainder of the allegations in Paragraph 6.
25 FACTUAL BACKGROUND
26 7. Defendants admit that Occams and RMJ entered into the Affiliate
27 Agreement effective August 24, 2023. Defendants admit that Occams and
28

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DEFENDANTS’ ANSWER TO PLAINTIFF’S COMPLAINT
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1 Satyasheel possess a copy of the Affiliate Agreement. Defendants deny the
2 remainder of the allegations not specifically admitted.

3 8. Defendants admit that pursuant to the Affiliate Agreement, RMJ
4 agreed to refer to Occams small businesses that may qualify for ERCs. Defendants
5 admit that ERCs are refundable tax credits for eligible businesses and organizations
6 that were impacted by the COVID-19 pandemic. Defendants deny the remainder of
7 the allegations not specifically admitted.

8 9. Defendants admit that pursuant to the Affiliate Agreement, Occams
9 agreed to provide services to assist the referred businesses with applying for and

10 obtaining ERCs.

11 10. Defendants admit that pursuant to Section 6 of the Affiliate Agreement,
12 Occams agreed to pay certain commissions to RMJ for completed sales. Defendants

13 admit that due a dispute between CMB and RMJ over the third party representatives

14 that sent leads for Occams to service, Occams notified CMB and RMJ that it would

15 set aside any disputed commissions until such time as the dispute between CMB

16 and RMJ was resolved.” Defendants are without knowledge or information

17 sufficient to form a belief as to the truth of the remaining allegations in Paragraph

18 10, and therefore deny those allegations.

19 11. Defendants admit that Satyasheel negotiated the Affiliate Agreement
20 on behalf of Occams in and around August and September 2023. Defendants admit

21 that Mr. Satyasheel and Mr. Matlock had calls during this period and that Mr.

22 Satyasheel promised to pay RMJ commissions for sales that could be traced back to

23 third party representatives affiliated with RMJ.

24 12. Defendants admit that Occams works hard to create the impression that
25 the company is reputable and can be trusted as a business partner. Defendants admit

26 that Occams’ website boasts recognition by the Financial Times, Fortune, and Inc.

27 5000. Defendants admit that Occams touts itself as having been recognized for its

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DEFENDANTS’ ANSWER TO PLAINTIFF’S COMPLAINT
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1 excellence in product innovation, process innovation, and innovation culture.
2 Defendants deny the remainder of the allegations not specifically admitted.
3 13. Defendants deny the allegations in Paragraph 13.
4 14. Defendants deny the allegations in Paragraph 14.
5 15. Defendants deny the allegations in Paragraph 15.
6 16. Defendants deny the allegations in Paragraph 16.
7 17. Defendants are without knowledge or information sufficient to form a
8 belief as to the truth of the allegations in Paragraph 17, and therefore deny those

9 allegations.

10 18. Defendants are without knowledge or information sufficient to form a
11 belief as to the truth of the allegations in Paragraph 18, and therefore deny those

12 allegations.

13 19. Defendants deny the allegations in Paragraph 19.
14 20. Defendants are without knowledge or information sufficient to form a
15 belief as to the truth of the allegations in Paragraph 20 pertaining to how RMJ

16 compensates representatives, and therefore deny those allegations. Defendants deny

17 the remainder of the allegations in Paragraph 20.

18 21. Defendants admit that Occams did not have contracts with RMJ’s sales
19 representatives and therefore do not owe money to those representatives. Paragraph

20 21 contains legal conclusions to which no response is required. To the extent a

21 response is required, Defendants deny the allegations in Paragraph 21. Defendants

22 deny the remainder of the allegations in Paragraph 21.

23 22. Defendants admit that pursuant to Section 13 of the Affiliate
24 Agreement, Defendants promised not to recruit RMJ’s representatives.

25 23. Defendants deny the allegations in Paragraph 23.
26 24. Defendants deny the allegations in Paragraph 24.
27 25. Paragraph 25 contains a legal conclusion to which no response is
28 required. To the extent a response is required, Defendants deny the allegations in

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DEFENDANTS’ ANSWER TO PLAINTIFF’S COMPLAINT
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1 Paragraph 25. Defendants are without knowledge or information sufficient to form
2 a belief as to the truth of the remaining allegations in Paragraph 25, and therefore
3 deny those allegations.

4 26. Defendants are without knowledge or information sufficient to form a
5 belief as to the truth of the allegations in Paragraph 26, and therefore deny those

6 allegations.

7 27. Defendants deny the allegations in Paragraph 27.
8 28. Defendants deny the allegations in Paragraph 28.
9 29. Defendants admit the RMJ demanded payment from Occams on
10 multiple occasions. Defendants deny the remainder of the allegations in Paragraph

11 29.

12 30. Defendants admit that Occams told RMJ it was entitled to reduce
13 commissions owed to RMJ to pay attorneys that Occams engaged to provide legal

14 services to process ERC applications. Paragraph 30 contains a legal conclusion to

15 which no response is required. To the extent a response is required, Defendants
16 deny the allegations in Paragraph 30. Defendants deny the remainder of the
17 allegations in Paragraph 30.

18 31. Defendants are without knowledge or information sufficient to form a
19 belief as to the truth of whether RMJ’s representatives remain unpaid or whether

20 they completed their work “long ago,” and therefore deny those allegations.

21 Defendants deny the remainder of the allegations in Paragraph 31.

22 32. Defendants are without knowledge or information sufficient to form a
23 belief as to the truth of the allegations in Paragraph 32 as they relate to RMJ’s

24 relationships with its representatives and clients, RMJ’s reputation, and what RMJ’s
25 representatives have or have not posted about RMJ and its agents on social media,
26 and therefore deny those allegations. Defendants deny the remainder of the
27 allegations in Paragraph 32.

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DEFENDANTS’ ANSWER TO PLAINTIFF’S COMPLAINT
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1 COUNT I
2 BREACH OF CONTRACT
3 (AGAINST OCCAMS)
4 33. Defendants reallege and incorporate herein by reference each and
5 every answer in the foregoing Paragraphs as though fully set forth herein.
6 34. Paragraph 34 contains a legal conclusion to which no response is
7 required. To the extent a response is required, Defendants deny the allegations in

8 Paragraph 34.

9 35. Paragraph 35 contains a legal conclusion to which no response is
10 required. To the extent a response is required, Defendants deny the allegations in
11 Paragraph 35.
12 36. Paragraph 36 contains a legal conclusion to which no response is
13 required. To the extent a response is required, Defendants deny the allegations in
14 Paragraph 36.
15 37. Defendants deny the allegations in Paragraph 37.
16 COUNT II
17 PROMISSORY ESTOPPEL
18 (AGAINST OCCAMS)
19 38. Defendants reallege and incorporate herein by reference each and
20 every answer in the foregoing Paragraphs as though fully set forth herein.
21 39. Defendants admit that Occams promised to pay RMJ commissions for
22 sales that could be traced back to third party representatives affiliated with RMJ.
23 40. Defendants are without knowledge or information sufficient to form a
24 belief as to the truth of the allegations in Paragraph 40, and therefore deny those
25 allegations.
26 41. Defendants deny the allegations in Paragraph 41.
27

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DEFENDANTS’ ANSWER TO PLAINTIFF’S COMPLAINT
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1 COUNT III
2 FRAUD AND MISREPRESENTATION
3 (AGAINST OCCAMS AND SATYASHEEL)
4 42. Defendants reallege and incorporate herein by reference each and
5 every answer in the foregoing Paragraphs as though fully set forth herein.

6 43. Defendants admit that, in and around August and September 2023,
7 Occams and Satyasheel promised to pay RMJ commissions in exchange for

8 successful ERC customer referrals.

9 44. Defendants deny the allegations in Paragraph 44.
10 45. Defendants deny the allegations in Paragraph 45.
11 COUNT IV
12 INTERFERENCE WITH BUSINESS RELATIONSHIPS
13 (AGAINST OCCAMS AND SATYASHEEL)
14 46. Defendants reallege and incorporate herein by reference each and
15 every answer in the foregoing Paragraphs as though fully set forth herein.

16 47. Defendants are without knowledge or information sufficient to form a
17 belief as to the truth of the allegations in Paragraph 47, and therefore deny those

18 allegations.

19 48. Defendants deny the allegations in Paragraph 48.
20 49. Defendants deny the allegations in Paragraph 49.
21 50. Defendants deny the allegations in Paragraph 50.
22 51. Defendants deny the allegations in Paragraph 51.
23 JURY DEMAND
24 No response is required to RMJ’s jury demand.
25 PRAYER FOR RELIEF
26 A. Defendants deny that RMJ is entitled to the relief sought in Prayer for
27 Relief (A) or to any relief at all.

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DEFENDANTS’ ANSWER TO PLAINTIFF’S COMPLAINT
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1 B. Defendants deny that RMJ is entitled to the relief sought in Prayer for
2 Relief (B) or to any relief at all.

3 C. Defendants deny that RMJ is entitled to the relief sought in Prayer for
4 Relief (C) or to any relief at all.
5 D. Defendants deny that RMJ is entitled to the relief sought in Prayer for
6 Relief (D) or to any relief at all.
7 AFFIRMATIVE DEFENSES
8 Due to RMJ and CMB’s ongoing dispute over the commissions at issue,
9 Defendants have concurrently filed a counterclaim and third party complaint in
10 interpleader, and have deposited the disputed funds with the Court. RMJ should
11 therefore be enjoined from pursuing its Complaint against Defendants. Out of an
12 abundance of caution, Defendants also assert the following affirmative defenses
13 with respect to the claims alleged in the Complaint, without assuming the burden of
14 proof where the burden of proof rests on RMJ. Defendants also hereby give notice
15 that they intend to rely upon such other and further defenses as may become
16 available or apparent during pretrial proceedings in this action and hereby reserves
17 their right to amend this Answer and assert all such defenses.
18 FIRST AFFIRMATIVE DEFENSE
19 (Interpleader)
20 1. RMJ should be enjoined from pursuing its Complaint against
21 Defendants due to the ongoing dispute between RMJ and CMB over the disputed
22 commissions at issue in the Complaint. Defendants have concurrently filed a
23 counterclaim and third party complaint in interpleader and are depositing the
24 disputed funds to the Court therewith.
25 SECOND AFFIRMATIVE DEFENSE
26 (Failure to State a Claim)
27 2. The Complaint fails to state a claim upon which relief can be granted.
28

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DEFENDANTS’ ANSWER TO PLAINTIFF’S COMPLAINT
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1 THIRD AFFIRMATIVE DEFENSE
2 (Unclean Hands)
3 3. RMJ’s claims are barred, in whole or in part, by the doctrine of unclean
4 hands.

5 FOURTH AFFIRMATIVE DEFENSE
6 (Laches)
7 4. RMJ’s claims are barred, in whole or in part, by the doctrine of laches.
8 FIFTH AFFIRMATIVE DEFENSE
9 (Waiver, Bar & Estoppel)
10 5. By its conduct, RMJ waived and/or is barred and estopped from any
11 recovery for the claims, relief and/or damages sought.
12 SIXTH AFFIRMATIVE DEFENSE
13 (Comparative Fault)
14 6. RMJ conducted itself so as to cause and contribute, in whole or in part,
15 to the alleged damages, if any, sustained by RMJ. As a result thereof, RMJ’s right

16 to recover damages, if any, is barred or should be diminished to the extent that such

17 damages were caused by the negligence or other legal fault of RMJ.
18 SEVENTH AFFIRMATIVE DEFENSE
19 (Conduct of Others)
20 7. The losses and damages alleged in the Complaint, if any, were
21 proximately caused by the acts, omissions, and/or fault of persons or entities,
22 including RMJ, CMB, and other non-parties other than Defendants, and no
23 particular damages to RMJ were caused by any acts or omissions of Defendants.

24 EIGHTH AFFIRMATIVE DEFENSE
25 (Indemnity/Contribution)
26 8. As to each and every claim in the Complaint, Defendants are entitled
27 to indemnification and contribution by apportionment against all parties, persons,
28 or entities whose acts or omissions directly or proximately caused or contributed to

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DEFENDANTS’ ANSWER TO PLAINTIFF’S COMPLAINT
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1 the breaches of contract alleged in RMJ’s Complaint, or to the damages allegedly
2 sustained by RMJ, if any, either as alleged in the Complaint or otherwise.
3 NINTH AFFIRMATIVE DEFENSE
4 (Assumption of Risk)
5 9. RMJ expressly and impliedly assumed the risk of all conduct,
6 consequences, and damages alleged in RMJ’s Complaint and is therefore barred and
7 precluded from any recovery in this action.
8 TENTH AFFIRMATIVE DEFENSE
9 (Intervening & Superseding Acts)
10 10. Each and every claim in the Complaint is barred by the independent,
11 intervening, illegal conduct, and/or superseding acts of RMJ, CMB, third-parties, or

12 other parties or persons, without Defendants’ participation, control, involvement, or
13 knowledge.
14 ELEVENTH AFFIRMATIVE DEFENSE
15 (Statute of Limitations)
16 11. The Complaint, and its alleged claims, are barred and/or limited by the
17 applicable statutes of limitations.
18 TWELFTH AFFIRMATIVE DEFENSE
19 (Offsets)
20 12. Should RMJ prevail and be awarded damages in this action,
21 Defendants are entitled to an offset of such amounts (1) paid to or on behalf of RMJ

22 by any Defendant, if any, (2) received by RMJ as a result of reimbursement or

23 amount paid for by any insurance plan, or (3) received by RMJ from any entity or

24 individual.

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DEFENDANTS’ ANSWER TO PLAINTIFF’S COMPLAINT
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1 THIRTEENTH AFFIRMATIVE DEFENSE
2 (Failure to Mitigate)
3 13. RMJ failed to exercise reasonable care and diligence to avoid loss and
4 minimize damages, and is barred from recovering any damages which could have
5 been avoided by reasonable mitigation efforts.
6 FOURTEENTH AFFIRMATIVE DEFENSE
7 (Failure to Allege Fraud with Particularity)
8 14. RMJ has not set out its claim for fraud and the accompanying
9 allegations with sufficient particularity to permit Defendants to raise all appropriate

10 defenses, and thus Defendants reserve the right to add additional defenses as the

11 factual bases for RMJ’s alleged claim and allegations for fraud become known.

12 FIFTEENTH AFFIRMATIVE DEFENSE
13 (Avoidable Consequences)
14 15. RMJ’s claims are barred by the doctrine of avoidable consequences.
15 SIXTEENTH AFFIRMATIVE DEFENSE
16 (No Proximate Cause)
17 16. The purported actions and breaches of Defendants were not a
18 substantial factor in bringing about RMJ’s alleged damages and, therefore, were not
19 a proximate cause of any damages suffered by RMJ.
20 SEVENTEENTH AFFIRMATIVE DEFENSE
21 (Release)
22 17. This action, and all of RMJ’s claims, are barred by RMJ’s release of
23 claims.
24 EIGHTEENTH AFFIRMATIVE DEFENSE
25 (Res Judicata/Collateral Estoppel)
26 18. The Complaint, and all of RMJ’s claims and the issues therein, are
27 barred in whole or in part by the doctrines of res judicata and collateral estoppel.
28

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DEFENDANTS’ ANSWER TO PLAINTIFF’S COMPLAINT
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1 NINTEENTH AFFIRMATIVE DEFENSE
2 (Breach of Contract)
3 19. As a separate and distinct affirmative defense, Defendants allege that
4 RMJ’s claims are barred because RMJ failed to perform its obligations under the

5 Affiliate Agreement, and because it breached the covenants of good faith and fair
6 dealing implicit in the Affiliate Agreement.
7 TWENTIETH AFFIRMATIVE DEFENSE
8 (RMJ’s Unauthorized Acts)
9 20. Upon information and belief, RMJ performed unauthorized acts in its
10 provision of services under the Affiliate Agreement, and thus RMJ’s claims for

11 breach of the Affiliate Agreement are barred.

12 TWENTY-FIRST AFFIRMATIVE DEFENSE
13 (Lack of Intent)
14 21. RMJ’s claims are barred, in whole or in part, because Defendants
15 lacked the requisite intent.
16 TWENTY-SECOND AFFIRMATIVE DEFENSE
17 (Unjust Enrichment)
18 22. RMJ’s claims are barred, in whole or in part, because RMJ would be
19 unjustly enriched if allowed to recover any portion of the damages alleged in its
20 Complaint.
21 TWENTY-THIRD AFFIRMATIVE DEFENSE
22 (No Damages)
23 23. RMJ is not entitled to any relief because Defendants’ conduct did not
24 proximately cause any damages, injury, or loss to RMJ.

25 RESERVATION OF RIGHTS
26 24. Defendants have insufficient knowledge or information upon which to
27 form a belief as to whether they may have additional, as yet unstated, affirmative
28

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DEFENDANTS’ ANSWER TO PLAINTIFF’S COMPLAINT
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1 defenses available, and reserve the right to assert such additional defenses in the
2 event discovery, investigation, or analysis indicate the need for the same.
3 PRAYER FOR RELIEF
4 WHEREFORE, Defendants pray for judgment and relief as follows:
5 1. That RMJ takes nothing by reason of its Complaint;
6 2. That judgment be entered against RMJ and in favor of Defendants on
7 all claims;

8 3. That Defendants recover all expenses, costs, and attorneys’ fees in
9 connection with this lawsuit; and

10 4. That the Court grant Defendants such other and further relief as it
11 deems just and proper.

12
Dated: December 12, 2025 VENABLE LLP
13

14
By: David E. Fink
15 Witt W. Chang
16
Attorneys for
17 Defendant/Counterclaimant/Third-
Party Plaintiff Occams Advisory
18 Inc.
19

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DEFENDANTS’ ANSWER TO PLAINTIFF’S COMPLAINT

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