Legal Document: Carmen Martinez v. Tricia Gutierrez, Unique K Floral Studio

On July 02, 2024 a COMPLAINT was filed involving a dispute between Carmen Martinez, and Tricia Gutierrez, Unique K Floral Studio, for Commercial - Contract in the District Court of Orange County.

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FILED: ORANGE COUNTY CLERK 07/02/2024 11:11 AM INDEX NO. EF005287-2024
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 07/02/2024

SUPREME COURT OF THE STATE OF NEW YORK

COUNTY OF ORANGE

__________________________________X INDEX NO.

Carmen Martinez

Plaintiff E- FILED VERIFIED COMPLAINT

Tricia Gutierrez
Unique K. Floral Studio

Defendants
__________________________________X

Plaintiff, Carmen Martinez, by and through her attorney, for her complaint against the

defendants, respectfully alleges upon information and belief:

PARTIES

1. Plaintiff, Carmen Martinez, is a resident of the State of New Jersey.

2. Defendant, Tricia Gutierrez, is a resident of the State of New York.

3. Defendant, Unique K. Floral Studio, is a business located in Monroe, New York.

JURISDICTION AND VENUE

4. This Court has jurisdiction over this action pursuant to CPLR § 301 and § 302

because Defendant resides in New York and the acts giving rise to this action

occurred in New York.

5. Venue is proper in this County pursuant to CPLR § 503 because a substantial part

of the events or omissions giving rise to the claims occurred in this County.

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FACTUAL ALLEGATIONS

1. On or about November 12, 2021, defendant and plaintiff entered into an oral agreement

to sell handmade crafts and flowers in a marketplace. However, the marketplace only

operated on Friday, Saturday, and Sunday. Since the marketplace only operated for three

days, the defendant and plaintiff were losing revenue from the excess damaged flowers

due to the marketplace closure the rest of the week. As a result, the defendant and

plaintiff entered into a partnership agreement to open up a Floral shop using the profit

they both earned from the business performed in the marketplace.

2. On April 12, 2022, plaintiff and defendant formalized their agreement into a written

agreement to own and operate a flower shop, Unique K Floral Studio (“Unique K”). Prior

to any agreement, plaintiff had an instagram page where she would post her flower

creation for marketing purposes. The name “Unique K” belongs to the plaintiff, but it was

agreed upon that the shop would be named Unique K since the page was already publicly

recognized as a flower business.

3. On April 30, 2022, Unique K Floral Studio opened its doors at 36 Lake Street, Monroe,

NY 10950.

4. As a result, of Unique K being already known as a flower business, the flower shop did

very well with the clientele that came in from Plaintiff’s advertisement on social media.

5. In order to advance her creation in designing floral arrangements, the Plaintiff gave

classes of how to make floral arrangements at the marketplace, there were promotions

made and people subscribed for those classes, then, those arrangements were used as

display of the different arrangements in public places in order to attract more customers.

All of these efforts worked, as the flower business was a success. Unique K benefited

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from Plaintiff’s social media marketing efforts, attracting substantial clientele and

securing long-term contracts.

6. The plaintiff is a New Jersey resident and the store is located in Monroe, NY. Plaintiff

would travel over 60 miles to attend the flower shop.

7. The terms of the agreement were as follows:

a. Both the plaintiff and defendant own fifty percent (50%) of the shares of Unique

K. Floral Studio;

b. Both parties were to put in the same amount of time in the upkeep of the business;

c. Plaintiff’s primary role was in the area of creation and designing as a florist, while

defendant ran the business side of the business, such as paying the bills, vendors,

keeping track of the accounts receivable, and store operations.

8. The business was to have one business account with both Plaintiff and Defendant named

equally. Defendant breached the agreement by failing to include the plaintiff in the

business account and by not providing the agreed-upon periodic accounting.

9. Due to Defendant's personal issues, Defendant neglected her business responsibilities,

forcing Plaintiff to assume additional duties, including running the store floor, without

modifying the original agreement. As a result, the plaintiff had to fulfill both her duties

and that of the defendant’s.

10. Defendant offered to bring an outside vendor which plaintiff stated that she did not want

it, then, the defendant after terminating unilaterally the agreement between the parties,

took the outside vendor and made a position for selling items at the flower shop. This

vendor has publicized her products in the plaintiff’s website without the plaintiff’s

consent.

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11. In August of 2022, Defendant independently dissolved their partnership, stripped Plaintiff

of access to the floral shop, failed to buy Plaintiff’s 50% share, and did not equally divide

the profits.

12. Although the Plaintiff made the demands to lawfully dissolve the partnership, the

defendant failed to compensate the plaintiff, breaching the agreed upon agreement.

13. The defendant refused to give the plaintiff her share of the business and /or investments,

the defendant unlawfully evicted the plaintiff from her own shop without proper legal

adjudication, threw plaintiff personal items to the street and demanded from plaintiff to

give the flower shop keys.

14. After the defendant unlawfully and unilaterally dissolved the partnership, illegally

evicted the plaintiff from her business, the defendant continued using the plaintiff’s son

credit card for floral arrangements without the plaintiff and her son’s consent.

15. Defendant further blackmailed the plaintiff that she did not have any legal resources due

to her legal status, and if she did her stay in the United States would be compromised. As

a result, the plaintiff failed to take immediate action.

16. Defendant continues to operate the business and was using Plaintiff’s Facebook account

to continue with the business, until, plaintiff demanded from defendant to cease and

desist to use her account for promotions and after defendant opened her own account

used the pictures that plaintiff had from her floral arrangements to promote the business

without compensating Plaintiff.

17. Defendant has unjustly enriched herself from Plaintiff’s efforts and investments.

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(COUNT I)

(Breach of Agreement, Breach of Implied Covenant of Good Faith and Fair Dealing)

18. The plaintiff repeats and realleges each and every allegation set forth in paragraphs # 1

through # 17 above as if fully repeated herein.

19. The written agreement between Plaintiff and Defendant constitutes a valid and

enforceable contract.

20. Defendant breached the contract by:

a. Failing to include Plaintiff in the business account.

b. Failing to provide periodic accounting.

c. Neglecting business responsibilities.

d. Unilaterally dissolving the partnership and excluding Plaintiff from the business.

21. Carmen Martinez fully performed all of her obligations under the partnership agreement.

22. As a result of Defendant’s breaches, Plaintiff has suffered damages in an amount to be

determined at trial.

(COUNT II)

(Breach of Fiduciary Duties)

23. The plaintiff repeats and realleges each and every allegation set forth in paragraphs # 1

through # 22 above as if fully repeated herein.

24. As a co-owner and partner in Unique K Floral Studio, Defendant owed fiduciary duties to

Plaintiff, including the duties of loyalty and care.

25. Defendant breached her fiduciary duties by:

a. Failing to include Plaintiff in the business account.

b. Failing to provide periodic accounting.

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c. Unilaterally dissolving the partnership and excluding Plaintiff from the business.

d. Profiting solely from the business without compensating Plaintiff.

26. As a result of Defendant’s breach of fiduciary duty, Plaintiff has suffered damages in an

amount to be determined at trial.

(COUNT III)

(Conversion)

27. The plaintiff repeats and realleges each and every allegation set forth in paragraphs # 1

through # 26 above as if fully repeated herein.

28. Defendant unlawfully exercised dominion and control over Plaintiff's property, including

her personal items and share of the business.

29. As a result of Defendant’s conversion, Plaintiff has suffered damages in an amount to be

determined at trial.

(COUNT IV)

(Unjust Enrichment and Breach of the Implied Covenant of Good Faith and Fair Dealing)

30. The plaintiff repeats and realleges each and every allegation set forth in paragraphs # 1

through # 29 above as if fully repeated herein.

31. Defendant has been unjustly enriched at the expense of Plaintiff by retaining the profits

and benefits derived from Plaintiff’s efforts and investments.

32. It would be against equity and good conscience to permit Defendant to retain these

benefits without compensating Plaintiff.

33. The defendants have also breached their implied covenant of good faith and fair dealing.

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34. As a result, Plaintiff is entitled to restitution in an amount to be determined at trial.

(COUNT V)

(Wrongful use of name of the business and use of platforms belonging to Plaintiff)

35. The plaintiff repeats and realleges each and every allegation set forth in paragraphs # 1

through # 34 above as if fully repeated herein.

36. Defendants were using plaintiff’s Facebook account and similar brand name to promote

their business, the public is likely to confuse the defendant’s name with that of the

plaintiff.

37. Defendant has benefited from unfair competition.

38. As a result, Plaintiff is entitled to restitution in an amount to be determined at trial.

(COUNT VI)

(Fraud)

39. The plaintiff repeats and realleges each and every allegation set forth in paragraphs # 1

through # 38 above as if fully repeated herein.

40. Defendant made false representations to Plaintiff with the intent to deceive her and

induce her to enter into the business agreement. Defendant induced the Plaintiff to enter

into an agreement, used Plaintiff’s creation ideas, used the established platform in floral

arrangements, and then unilaterally unlawfully dissolved the business partnership without

any compensation to the Plaintiff.

41. Plaintiff relied on these false representations to her detriment.

42. As a result of Defendant’s fraudulent actions, Plaintiff has suffered damages in an amount

to be determined at trial.

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(COUNT VII)

(Fraudulent Inducement)

43. Plaintiff realleges and incorporates by reference each and every allegation set forth in

paragraphs 1 through 42 as if fully set forth herein.

44. Defendant fraudulently induced Plaintiff into entering the business agreement by

misrepresenting her intentions and capabilities. Defendant misrepresented that she never

intended to uphold her part of the agreement. Defendant maliciously induced plaintiff

into entering an agreement to which she knew she would breach, relying on the premises

that the plaintiff did not have any legal resources due to the plaintiff’s legal status.

45. Defendant fraudulently benefited financially from the plaintiff.

46. Plaintiff and defendant were friends prior to entering the written agreement. Defendant

knew Plaintiff would rely on her. Plaintiff justifiably relied on these misrepresentations.

47. As a result of Defendant’s fraudulent inducement, Plaintiff has suffered damages in an

amount to be determined at trial.

(COUNT VIII)

(Wrongful Interference with Prospective Business and Clients Relationship)

48. The plaintiff repeats and realleges each and every allegation set forth in paragraphs # 1

through # 47 above as if fully repeated herein.

49. Defendant entered into a business agreement with Plaintiff which required Plaintiff to

build business relationships with third parties for economic profit.

50. Defendant knew that the plaintiff had made long lasting economic business relationship

by securing several large contracts.

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51. Defendant knew of the existence of a prospective economic relationship between the

plaintiff and third parties.

52. Defendant intentionally interfered with the relationship through malicious, fraudulent,

deceitful, and unlawful conduct.

53. But for the defendant’s actions, the plaintiff and the third parties would have kept their

economic relationship and would have secured other economic relationships.

54. As a result of the defendant’s interference, Plaintiff has suffered damages in an amount to

be determined at trial.

PRAYER FOR RELIEF

WHEREFORE, Plaintiff respectfully requests that this Court enter judgment in her favor and

against Defendants as follows:

1. Compensatory damages in an amount to be determined at trial.

2. Punitive damages.

3. Restitution for unjust enrichment.

4. An accounting of the business.

5. An order dissolving the partnership and distributing the assets equitably.

6. Costs and disbursements of this action, including reasonable attorneys’ fees.

7. Such other and further relief as the Court deems just and proper.

DEMAND FOR JURY TRIAL

Plaintiff hereby demands a trial by jury on all issues so triable.

ESTRELLA LAW, LLC

Dated: North Bergen, New Jersey By: /s/ Yasmin Estrella

07/01/2024 Yasmin Estrella, Esq.
Att. Id. No. 293142019

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Attorney at Law
1 Marine Road Suite
North Bergen, NJ 07047
Tel: (201) 681-2735
E-mail: yestrellaesq@gmail.com
yasmin@estrellalawoffice.com
Attorney for Plaintiff Carmen Martinez

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