EXHIBIT 99.2
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FILED
SUPERIOR COURT OF CALIFORNIA
COUNTY OF ORANGE
CENTRAL JUSTICE CENTER
JUN 01 2004
ALAN SLATER, Clerk of the Court
EIZABETH GAMBOA, DEPUTY
ATKINSON, ANDELSON, LOYA, RUUD & ROMO ---------------
A Professional Corporation
Mark T. Patin State Bar No. 135398
Edward C. Ho State Bar No. 176144
Scott K. Dauscher State Bar No. 204105
17871 Park Plaza Drive, Suite 200
Cerritos, California 90703-8597
Telephone: (562) 653-3200 o (714) 826-5480
Facsimile: (562) 653-3333
Attorneys for DEFENDANTS PERSONAL
COMPUTING ENVIRONMENTS, INC. and
ALLAN QUATTRIN
SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF ORANGE, CENTRAL JUSTICE CENTER
CASE NO. 04CCO3735
PERSONAL COMPUTING PERSONAL COMPUTING
ENVIRONMENTS KOREA, INC., a.k.a. PCE ENVIRONMENTS, INC. & ALLAN
KOREA, INC.; A THOUSAND STEPS, INC., QUATTRIN'S ANSWER TO
BEN HYNES, AND JIMMY KIM, COMPLAINT
Plaintiff, JUDGE: Michael W. Hayes
DEPT: C-24
v.
COMPLAINT FILED: 03/09/04
PERSONAL COMPUTING TRIAL DATE:
ENVIRONMENTS, INC., a.k.a. PCE, INC.,
a.k.a. P--CE COMPUTERS, INC.; BEN
MOGLIN; ALLAN QUATTRIN and DOES 1
through 1000, inclusive,
Defendants,
Defendants PERSONAL COMPUTING ENVIRONMENTS, INC., a.k.a. PCE, INC., a.k.a. P--CE
COMPUTERS, INC. and ALLAN QUATTRIN (erroneously sued herein as ALLAN QUATTRAIN)
for themselves and no other defendants, answer Plaintiffs' Complaint as follows:
GENERAL DENIAL
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1. Pursuant to the provisions of California Code of Civil Procedure
section 431.30(d), the answering defendants deny each and every, and all of the
statements, allegations, matters or facts stated in the Complaint, and each and
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ANSWER TO COMPLAINT
every part thereof, including the whole thereof.
FOR THEIR AFFIRMATIVE DEFENSES, THE ANSWERING DEFENDANTS ALLEGE AS FOLLOWS:
AFFIRMATIVE DEFENSES
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Each of the following affirmative defenses apply to each Cause of Action
unless otherwise specifically set forth to the contrary.
FIRST AFFIRMATIVE DEFENSE
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2. The answering Defendants allege that the Complaint, and each of its
purported causes of action, fails to state facts sufficient to constitute a
cause of action against the answering Defendants.
SECOND AFFIRMATIVE DEFENSE
--------------------------
3. Plaintiffs have failed to mitigate damages, and to the extent of such
failure to mitigate, any damages awarded to Plaintiffs should be reduced
accordingly.
THIRD AFFIRMATIVE DEFENSE
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4. Plaintiffs' Complaint and each cause of action is barred by the
statutes of limitation contained in California Code of Civil Procedure sections
337, 338, 339, 340; or any other applicable statute of limitation.
FOURTH AFFIRMATIVE DEFENSE
--------------------------
5. By their conduct, Plaintiffs have waived and/or released any right to
receive any relief by their Complaint, or any purported cause of action alleged
therein.
FIFTH AFFIRMATIVE DEFENSE
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6. Any recovery on Plaintiffs' Complaint, or purported causes of action
alleged therein, are barred because the answering Defendants' disputed conduct
was privileged and/or justified.
SIXTH AFFIRMATIVE DEFENSE
-------------------------
7. The answering Defendants allege that Plaintiffs, by reason of their
acts, omissions, representations and courses of conduct by which Defendants were
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ANSWER TO COMPLAINT
led to rely to their detriment, are barred from any recovery herein by virtue of
the doctrine of estoppel.
SEVENTH AFFIRMATIVE DEFENSE
---------------------------
8. The answering Defendants allege that if any equitable relief is
claimed to be owed to the Plaintiffs as a result of the Complaint on file
herein, it is barred as a result of Plaintiffs' own unclean hands.
EIGHTH AFFIRMATIVE DEFENSE
--------------------------
9. The answering Defendants allege that if any equitable relief is
claimed to be owed to the Plaintiffs as a result of the Complaint on file
herein, it is barred as a result of the doctrine of laches.
NINTH AFFIRMATIVE DEFENSE
-------------------------
10. The answering Defendants allege that Plaintiffs materially breached
the contract at issue excusing further performance by Defendants.
TENTH AFFIRMATIVE DEFENSE
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11. The answering Defendants allege the parties rescinded the contract by
mutual assent.
ELEVENTH AFFIRMATIVE DEFENSE
----------------------------
12. The answering Defendants allege that Plaintiffs modified the contract
by oral agreement.
TWELFTH AFFIRMATIVE DEFENSE
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13. The answering Defendants allege full completion of their obligations
under the contract.
THIRTEENTH AFFIRMATIVE DEFENSE
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14. The answering Defendants have suffered damage by reason of Plaintiffs'
conduct and, therefore, the Defendant has the right to offset any amount of
money which this Court determines is owed or due to Plaintiffs, if any, by way
of said damages.
FOURTEENTH AFFIRMATIVE DEFENSE
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15. The injuries and damages, if any, sustained by Plaintiffs as alleged
in the Complaint herein, were proximately caused by the acts, errors, omissions,
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ANSWER TO COMPLAINT
negligence and/or breaches of obligation of individuals or entities other than
the Defendants, including but not limited to Plaintiffs, and as such, the
Defendants are not responsible for any such injuries or damages.
FIFTEENTH AFFIRMATIVE DEFENSE
-----------------------------
16. Plaintiffs did not complete the conditions precedent to the
Defendants' obligation to perform under the contract. Thus, Defendants are
excused from the need to further perform under the contract.
SIXTEENTH AFFIRMATIVE DEFENSE
-----------------------------
17. Defendants assert that Plaintiffs materially breached the written
contract and damaged the Defendant by their delays. Therefore, these damages
serve to set off any claim by Plaintiffs.
SEVENTEENTH AFFIRMATIVE DEFENSE
-------------------------------
18. Plaintiffs materially failed to perform their obligations under the
contract with Defendants. Thus, Defendants' duty to perform under the contract
was discharged for failure of consideration, due to Plaintiffs' failure to
perform.
EIGHTEENTH AFFIRMATIVE DEFENSE
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19. The answering Defendants allege that the Complaint, and each and every
cause of action alleged therein is barred on the grounds that as to each and
every written, oral, implied or other contract alleged herein, there was a
failure and/or lack of consideration.
NINETEENTH AFFIRMATIVE DEFENSE
------------------------------
20. The answering Defendants allege Plaintiffs have no standing to assert
any of the claims in the Complaint.
TWENTIETH AFFIRMATIVE DEFENSE
-----------------------------
21. If it is determined that any Defendant has failed to perform one or
more of its obligations under any contract or agreement described in the
Complaint, performance of each obligation was excused due to impossibility or
impracticability in each instance.
TWENTY-FIRST AFFIRMATIVE DEFENSE
--------------------------------
22. The answering Defendants presently have insufficient knowledge or
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ANSWER TO COMPLAINT
information on which to form a belief as to whether it may have additional, as
yet unstated, defenses available. Defendants reserve herein the right to assert
additional defenses in the event discovery indicates that they would be
appropriate.
WHEREFORE, Defendants pray for judgment as follows:
1. That Plaintiffs take nothing by their complaint,
2. That Defendants recover their costs of suit herein;
3. That Defendants recover reasonable attorney's fees incurred herein;
and
4. The Court award such other and/or further relief as it deems just and
proper.
DATED: June 1, 2004
ATKINSON, ANDELSON, LOYA, RUUD & ROMO
By: /s/ Scott K. Dauscher
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Scott K. Dauscher
Attorneys for DEFENDANTS PERSONAL
COMPUTING ENVIROMENTS, INC. and
ALLAN QUATTRIN
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ANSWER TO COMPLAINT
PROOF OF SERVICE
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(Code Civ. Proc. Section 1013a(3))
STATE OF CALIFORNIA, COUNTY OF LOS ANGELES
I am employed in the County of Los Angeles, State of California. I am over
the age of 18 years and am not a party to the within action; my business address
is 17871 Park Plaza Drive, Suite 200, Cerritos, CA 90703-8597.
On June 1, 2004, I served the following document(s) described as ANSWER TO
COMPLAINT on the interested parties in this action as follows:
by placing a true copy thereof enclosed in sealed envelopes addressed as
follows:
Reuben D. Nathan, Esq. Attorneys For Plaintiffs
AZIMY & NATHAN, LLP
18500 Von Karman Avenue, Suite 500
Irvine, CA 92612
[X] BY MAIL: I deposited such envelope in the mail at Cerritos, California. The
envelope(s) was mailed with postage thereon fully prepaid. I am readily
familiar with the firm's practice of collection and processing
correspondence for mailing. It is deposited with U.S. postal service on
that same day in the ordinary course of business. I am aware that on motion
of party served, service is presumed invalid if postal cancellation date or
postage meter date is more than one day after date of deposit for mailing
in affidavit.
[_] BY OVERNIGHT COURIER: I sent such document(s) on June 1, 2004, by with
postage thereon fully prepaid at Cerritos, California.
[_] BY FAX: I sent such document by use of facsimile machine telephone number
(562) 653-3333. Facsimile cover sheet and confirmation is attached hereto
indicating the recipients' facsimile number and time of transmission
pursuant to California Rules of Court Rule 2008(e). The facsimile machine I
used complied with California Rules of Court Rule 2003(3) and no error was
reported by the machine.
[_] BY PERSONAL SERVICE: I delivered such envelope by hand to the offices of
the addressee(s).
I declare under penalty of perjury under the laws of the State of
California that the foregoing is true and correct.
Executed on June 1, 2004, at Cerritos, California.
/s/ Michele S. Minasian
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MICHELE S. MINASIAN
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ANSWER TO COMPLAINT