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Declaration of Denny Bhakta in Support of Motion for an Undertaking (Document 56-1, filed May 9, 2023)

Summary

Declaration of Denny Bhakta in support of a Motion for an Undertaking Pursuant to Code of Civil Procedure Section 1030, captioned in V&C Investment, LLC and Vishal Patel v. Fusion Hospitality Corporation and Denny Bhakta, Superior Court of the State of California, County of San Diego, filed as Document 56-1 on May 9, 2023. He states that he is CEO of Fusion Hospitality Corporation, which entered a Settlement Agreement with Plaintiffs on August 19, 2019, under which Defendants agreed to pay a total of $4,250,000.00. He states that Vishal Patel and two other members of ARMPVC did not disclose a fourth member, Nishith Patel, overstating the principal by over $400,000.00. He states that as of September 10, 2021, Defendants had expended $484,300.66 in attorney's fees and costs.

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“Declaration of Denny Bhakta in Support of Motion for an Undertaking (Document 56-1, filed May 9, 2023).” Archived at Pandemic Darlings, https://pandemicdarlings.com/source-documents/court-filing-s-d-cal-no-3-21-cr-03352-dkt-56-1-s-d-cal-acb7ea28c9/, SHA-256 703d0a031e894453c839bb1cc3e23460eba5ccffd692efe08facb4054beab6f1.

Full text

DocuSign Envelope ID: D0AAB025-9635-4B43-889A-D95D41ACC0A7
              Case 3:21-cr-03352-JLS Document 56-1 Filed 05/09/23 PageID.154 Page 1 of 5




               1 Arezoo Jamshidi (Bar No. 284220)
                   ajamshidi@hbblaw.com
               2 Bethsaida C. Obra-White (Bar No. 239570)
                   bobrawhite@hbblaw.com
               3 HAIGHT BROWN & BONESTEEL LLP
                 402 West Broadway, Suite 1850
               4 San Diego, California 92101
                 Telephone: 619.595.5583
               5 Facsimile: 619.595.7873

               6 Kalyan Pokala (Bar No. 259947)
                   kalyan@pokalalaw.com
               7 POKALA LAW APC
                 2535 Kettner Boulevard, Suite 2C2
               8
                 San Diego, CA 92101
               9 Telephone: 619.394.0187
                 Facsimile: 619.878.5815
              10
                 Attorneys for Defendants and Cross-Complainants,
              11 DENNY BHAKTA and FUSION HOSPITALITY CORPORATION

              12

              13                       SUPERIOR COURT OF THE STATE OF CALIFORNIA
              14                                             COUNTY OF SAN DIEGO
              15                                                       Case No. 37-2019-00057744-CU-BC-CTL
              16 V&C INVESTMENT, LLC, a Texas Limited                  DECLARATION OF DENNY BHAKTA IN
                 Liability Company and VISHAL PATEL,                   SUPPORT OF MOTION FOR AN
              17                                                       UNDERTAKING PURSUANT TO CODE
                                Plaintiffs,                            OF CIVIL PROCEDURE SECTION 1030
              18
                         v.                                            [Filed Concurrently with Notice of Motion;
              19                                                       Memorandum of Points and Authorities;
                 FUSION HOSPITALITY CORPORATION, a                     Separate Statement; Declaration of Bethsaida
              20 California corporation; DENNY BHAKTA                  C. Obra-White]
                 and DOES 1 through 10, Inclusive,
              21                                                       RESERVATION NO. 2423080
                                Defendants.
              22                                                       Date:     March 4, 2022
                                                                       Time:     10:30 AM
              23 AND RELATED CROSS-ACTIONS                             Dept:     C-68
                                                                       Judge:    Honorable Richard S. Whitney
              24
                                                                       Action Filed:        October 31, 2019
              25                                                       Trial Date:          April 29, 2022
              26

              27

              28
DocuSign Envelope ID: D0AAB025-9635-4B43-889A-D95D41ACC0A7
              Case 3:21-cr-03352-JLS Document 56-1 Filed 05/09/23 PageID.155 Page 2 of 5




               1           I, Denny Bhakta, declare as follows:

               2           1.       I am the CEO of Defendant Fusion Hospitality Corporation, a party to this lawsuit.

               3 I am also separately a party to this lawsuit and am over the age of 18 years of age. I have personal

               4 knowledge of the facts set forth in this Declaration and, if called as a witness, could and would

               5 testify competently to such facts under oath. As to those matters stated on information and belief, I

               6 believe them to be true.

               7           2.       This declaration is submitted in support of Defendants/Cross-Complainants Fusion

               8 Hospitality Corporation and Denny Bhakta’s (collectively “Defendants”) Motion for an

               9 Undertaking Pursuant to Code of Civil Procedure section 1030.

              10           3.       On August 19, 2019, Fusion Hospitality Corporation entered into a Settlement

              11 Agreement with Plaintiffs wherein Defendants agreed to pay Plaintiffs a total of $4,250,000.00 for

              12 the satisfaction and release of these promissory notes and stock provided pursuant to the Stock

              13 Purchase Agreement. Attached hereto as Exhibit 1 is a true and correct copy of the Settlement

              14 Agreement.

              15           4.       During negotiations of the Settlement Agreement, Plaintiffs stated that Plaintiffs

              16 would produce documentation from the other members of ARMPVC Investment, LLC showing

              17 that they agreed that the Plaintiffs’ contribution to Fusion Hospitality is equivalent to that made in

              18 ARMPVC Investment, LLC. These representations were memorialized as a material term in the

              19 Settlement Agreement as they acted as the consideration in exchange for the payment by
              20 Defendants.

              21           5.       The Settlement Agreement required Plaintiff Vishal Patel to produce

              22 documentation from other members of ARMPVC Investment, LLC, of which Vishal Patel is a

              23 member, stating that the other members agree that the contribution to Fusion Hospitality is

              24 equivalent to that made in ARMPVC Investment, LLC is provided under the same section as the

              25 payment terms of the Settlement Agreement. Attached hereto as Exhibit 2 is a true and correct

              26 copy of the affidavits from the purported members of ARMPVC as required under the terms of the

              27 Settlement Agreement.

              28

                                 DECLARATION OF DENNY BHAKTA IN SUPPORT OF MOTION TO STAY OR QUASH THE NOTICE
                                    OF THIRD PARTY DEPOSITIONS, OR IN THE ALTERNATIVE, FOR A PROTECTIVE ORDER
DocuSign Envelope ID: D0AAB025-9635-4B43-889A-D95D41ACC0A7
              Case 3:21-cr-03352-JLS Document 56-1 Filed 05/09/23 PageID.156 Page 3 of 5




               1           6.       The Settlement Agreement also required Plaintiffs to consolidate all remaining

               2 capital notes into one new capitol note.

               3           7.       I, on behalf of Fusion Hospitality Corporation, would not have entered into the

               4 Settlement Agreement if I knew Plaintiffs were not going to comply with these material terms as

               5 they acted as the consideration for the payments to be made by Defendants. Without the proper

               6 documentation establishing that all members of ARMPVC Investment, LLC, agree that the

               7 contribution to Fusion Hospitality is equivalent to that made in ARMPVC Investment, LLC and

               8 consolidation of the capital notes, Defendants do not receive full consideration in exchange for the

               9 payments under the Settlement Agreement.

              10           8.       Plaintiffs knowingly made these false representations during negotiation of the

              11 settlement agreement to induce Defendants to enter into the Settlement Agreement and in an

              12 attempt to further the fraud to make it appear as though they were complying, Plaintiffs provided

              13 fraudulent documents.

              14           9.       Plaintiffs provided documentation required for ARMPVC pursuant to the terms of

              15 the Settlement Agreement. However, there were discrepancies in the documents and I later learned

              16 the documentation provided by Plaintiffs under this term of the Settlement Agreement was false as

              17 it did not include all members of ARMPVC and were only submitted to perpetuate the fraudulent

              18 statements and make it appear as though Plaintiffs were complying with their obligations under

              19 the Settlement Agreement to obtain money from Fusion Hospitality.
              20           10.      Vishal Patel and two other members of ARMPVC, Mukesh Patel and

              21 Avanindrakumar Patel, intentionally misrepresented that they were the only members and did not

              22 disclose or include the fourth member, Nishith Patel, on the documentation provided under the

              23 terms of the Settlement Agreement. This fraudulent misrepresentation resulted in overstating the

              24 principal of the members by over $400,000.00. Attached hereto as Exhibit 3 is a true and correct

              25 copy of the search conducted on the Texas Secretary of State website showing the members of

              26 ARMPVC.

              27           11.      After Plaintiffs’ counsel sent my attorney Kalyan Pokala the documents in Exhibit

              28 2, I realized that the documentation was fraudulent. Mr. Pokala then contacted Plaintiffs’ counsel,

                                 DECLARATION OF DENNY BHAKTA IN SUPPORT OF MOTION TO STAY OR QUASH THE NOTICE
                                    OF THIRD PARTY DEPOSITIONS, OR IN THE ALTERNATIVE, FOR A PROTECTIVE ORDER
DocuSign Envelope ID: D0AAB025-9635-4B43-889A-D95D41ACC0A7
              Case 3:21-cr-03352-JLS Document 56-1 Filed 05/09/23 PageID.157 Page 4 of 5




               1 Robert Orr, notifying him that the documents were incorrect. In response, Plaintiff, Vishal Patel,

               2 admitted the documents were incorrect and provided new notarized documents. However, these

               3 new documents also did not include Nishith Patel’s signature. When confronted a second time on

               4 these revised documents, Plaintiffs claimed Nishith Patel was not officially a member of

               5 ARMPVC, which is not true. In fact, Nishith Patel has been a member of ARMPVC since or

               6 around its organization in August 2017.

               7           12.      I also believe Plaintiffs never intended to surrender or consolidate any of the capital

               8 notes.

               9           13.      On or around July 3, 2021, I received Plaintiffs’ notice of deposition of 16 non-

              10 party individuals, which included, Thakor Bhakta, who is my elderly father, Jitesh T. Bhakta, who

              11 is my brother, Surendrakumar Desai, who is my uncle, True Vine Hospitality, which is an entity

              12 owned by my uncle, Mr. Desai, Manu Bhakta Foundation, which is a non-profit organization I

              13 operate with my family, United Airlines, Hilton Hotels, and two of Hilton Worldwide employees,

              14 Andrew Glass and Brittani Libring. None of these individuals or entities have any involvement,

              15 information or knowledge regarding the settlement agreement at issue in this case, V&C

              16 Investment LLC, or its dealings with Fusion Hospitality Corporation. They are not employees,

              17 officers, shareholders, directors, members of Fusion Hospitality Corporation. They do not hold

              18 any other positions or titles with Fusion. They are not related entities to Fusion. They were not

              19 involved in the contract dealings or negotiations; they are not parties or signatories to the contracts
              20 at issue and is not a party to this lawsuit or the contracts at issue.

              21           14.      As a result of Plaintiffs discovery tactics, this lawsuit has become very expensive

              22 for me to defend as I am paying attorney’s fees not only to defend the lawsuit, but also protect my

              23 own privacy interests, my family members and business contacts from being harassed during

              24 deposition.

              25           15.      In addition to the attorney fees that Defendants have paid to their California

              26 licensed attorneys, Pokala Law APC and Haight Brown & Bonesteel, LLP, Defendants have also

              27 paid significant sums to litigation support vendors and our Texas and Oklahoma based counsel. As

              28 of today, September 10, 2021, Defendants have incurred $74,978.40 in litigation vendor fees,

                                 DECLARATION OF DENNY BHAKTA IN SUPPORT OF MOTION TO STAY OR QUASH THE NOTICE
                                    OF THIRD PARTY DEPOSITIONS, OR IN THE ALTERNATIVE, FOR A PROTECTIVE ORDER
DocuSign Envelope ID: D0AAB025-9635-4B43-889A-D95D41ACC0A7
              Case 3:21-cr-03352-JLS Document 56-1 Filed 05/09/23 PageID.158 Page 5 of 5




               1 attorney fees and costs for our Texas and Oklahoma licensed counsel. In total, Defendants have

               2 expended $484,300.66 in attorney’s fees and costs.

               3

               4           Executed on this 10th day of September 2021, at San Diego, California.

               5           I declare under penalty of perjury under the laws of the State of California that the

               6 foregoing is true and correct.

               7
                                                                     Denny Bhakta
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                                 DECLARATION OF DENNY BHAKTA IN SUPPORT OF MOTION TO STAY OR QUASH THE NOTICE
                                    OF THIRD PARTY DEPOSITIONS, OR IN THE ALTERNATIVE, FOR A PROTECTIVE ORDER


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