Filing # 107142705 E-Filed 05/06/2020 03:17:24 PM IN THE CIRCUIT COURT OF THE 11TH JUDICIAL CIRCUIT IN AND FOR MIAMI-DADE COUNTY, FLORIDA LION ADV, INC., Case No. 2020-xxxxxx-CA-xx Plaintiff, JURY TRIAL DEMANDED vs. SUNSET ENTERPRISE LTD, BCC FOOD HALL LLC d/b/a/ LUNA PARK, and ROBERTO COSTA, Defendants. ______________________________________/ COMPLAINT Plaintiff Lion Adv, Inc., by and through its attorneys, sues Defendants Sunset Enterprise Ltd, BCC Food Hall LLC d/b/a/ Luna Park, and Roberto Costa, for breach of contract, unjust enrichment, and alter ego, and alleges: PARTIES 1. Plaintiff Lion Adv, Inc. (“Lion”) is a Florida For-Profit Corporation with its principal place of business in Miami-Dade County, Florida. Mirko Scarcella (“Scarcella”) is the owner and president of Lion. He is an entrepreneur, author, and renowned personality in the social media world. 2. Defendant Sunset Enterprise Ltd (“Sunset”) is a United Kingdom Limited Liability Company with its principal place of business in London, England. Sunset does extensive business in Florida and has attorneys in Florida to handle its legal matters. 3. Defendant BCC Food Hall LLC (“BCC”) is a Florida Limited Liability Company with its principal place of business in Miami-Dade County, Florida. BCC operates a food hall at Brickell City Centre under the name Luna Park. 1 4. Defendant Roberto Costa (“Costa”) is the owner of BCC. Costa also owns eleven other restaurants around the world. RELEVANT NON-PARTY WITNESSES 5. Walter Gumina (“Mr. Gumina”) is an employee or agent of BCC. 6. Muhammad Asif (“Mr. Asif”) is the CFO of G-Life Corp., another Costa company. 7. Fengze Yeh (“Mr. Fengze”) is an agent of Sunset and BCC. He is a friend, partner, and close confidant of Costa. He was the person designated by Costa to sign the first agreement at issue in this case. He is also the CEO of G-Life Corp. 8. André Miranda (“Mr. Miranda”) is a Luna Park employee involved in the initial communications that gave rise to the first agreement at issue in this case. 9. Gianluigi Torzi (“Mr. Torzi”) is the director of Sunset. JURISDICTION AND VENUE 10. iis court has subject matter jurisdiction over this case because it is an action for damages in excess of $30,000, exclusive of interest, attorneys’ fees, and costs. 11. iis court has personal jurisdiction over the Defendants because they operate, conduct, engage in, or carry on a business or business venture in this state. Moreover, BCC resides in Miami-Dade County, Florida, while Sunset and Costa have consented to the jurisdiction of this court by contractual agreement. See Sunset Agreement, p.4, at Exhibit A; Costa Agreement, p.4, at Exhibit B. 12. Venue is proper in Miami-Dade County, Florida, because the causes of action alleged herein accrued in Miami-Dade County, Florida. Moreover, BCC resides in Miami-Dade County, Florida, while Sunset and Costa have consented to this venue by contractual agreement. See Sunset Agreement, p.4, at Exhibit A; Costa Agreement, p.4, at Exhibit B. 2 FACTS 13. On December 22, 2019, Mr. Gumina contacted Scarcella looking for a company to manage the social media accounts of Luna Park, a food hall inside Brickell City Centre. 14. On December 28, 2019, Scarcella met with Mr. Gumina and Costa, the owner of Luna Park, to discuss a potential collaboration. 15. At this meeting, Costa told Scarcella that he wanted a contract for the management of his personal Instagram account (@robicosta_) and Luna Park’s account (@lunaparkmiami). 16. Costa and Scarcella agreed to such a contract for the sum of $14,700 per month for twelve months, as well as an initial setting payment of $67,000 at the signing of the contract. 17. Costa told Scarcella to speak to Mr. Asif regarding the details of the contract. 18. On January 16, 2020, Mr. Asif emailed Scarcella telling him to make the contract to BCC. Mr. Miranda provided Scarcella with BCC’s information. Mr. Fengze was also copied in this email chain. 19. On January 21, 2020, Mr. Fengze sent a message to Lion’s administration asking Lion to make the contract to Sunset instead of BCC, and to send him an updated agreement for his signature. 20. Lion sent the contract with the requested modifications to Mr. Fengze, who signed it on January 21, 2020. See Sunset Agreement, at Exhibit A. 21. On or about January 21, 2020, Lion issued an invoice to Sunset for $81,700, representing the $67,000 initial setting payment plus $14,700 for the first month of services. 22. Although this invoice was supposed to be paid at the signing of the contract, no payment was received on that date. 23. On January 27, 2020, Lion received a $14,700 late payment for the first month of 3 the contract from G-Life Corp., not Sunset. ie initial setting payment remained outstanding at this time. 24. Since the initial setting payment was already more than a week late, Scarcella inquired about it with Mr. Asif, who said the payment had been “flagged up by HSBC’s checks.” 25. Because of the delay caused by the bank in the UK, Mr. Asif cancelled the wire transfer through HSBC and decided to send the money instead “from our sister company from USA,” i.e., BCC. 26. On February 4, 2020, fourteen days late, Lion finally received the $67,000 initial setting payment from BCC, not Sunset. 27. Lion started working right away in order to increase Costa and Luna Park’s number of followers on Instagram and enhance their brand. 28. Lion’s activities pursuant to the contract included giveaways with celebrities, two photo shoots with a professional photographer, and carefully crafted posts on Instagram. 29. On February 7, 2020, the first photo shoot of Costa took place at Luna Park. During this photo shoot, Costa constantly made a hand gesture simulating a bull, which was Scarcella’s idea for marketing Costa’s brand. 30. On February 24, 2020, the second photo shoot of Costa took place at Scarcella’s building. During this photo shoot, Costa continued making the aforementioned bull sign. 31. Lion paid for both photo shoots, which included the hiring of Douglas Voisin, a celebrated photographer. 32. On February 25, 2020, Lion arranged for a Kris Jenner (@krisjenner) giveaway on Costa’s account, giving him exposure to her 33.4 million followers. 33. On February 26, 2020, Lion arranged for a Sukihana (@sukihanagoat) giveaway 4 on both accounts, giving Costa and Luna Park exposure to her 876,000 followers. 34. On February 27, 2020, Lion arranged for a Trina (@trinarockstarr) giveaway on both accounts, giving Costa and Luna Park exposure to her 3.8 million followers. 35. On February 27, 2020, Lion arranged for a Mason Ray Parker (@masonrayparker) giveaway on both accounts, giving Costa and Luna Park exposure to his 1.6 million followers. 36. Lion’s activities resulted in a significant and noticeable increase in the number of followers, likes, and comments on both Costa and Luna Park’s accounts. For example, before hiring Lion, the @robicosta_ account had 16,000 followers, while the @lunaparkmiami account had 28,000 followers. Today, after Lion’s work, the @ robicosta_ account has 65,300 followers, while the @lunaparkmiami account has 38,700 followers. 37. On or about February 26, 2020, Lion issued an invoice to Sunset of $14,700 for the second month of services, which remains outstanding. 38. iroughout the following month, Lion contacted Costa, Mr. Asif, and Mr. Fengze on multiple occasions regarding the missing payment for the second month of services to no avail. 39. On March 10, 2020, Costa told Scarcella that the investors were giving up on the Luna Park project because of the COVID-19 pandemic. 40. On March 23, 2020, Mr. Fengze asked Scarcella if it was possible to freeze the contract for three months since they could no longer make payments. 41. In response to Mr. Fengze’s request, Scarcella asked Mr. Fengze to send a formal request for the freeze so Lion could evaluate it. Scarcella also told Mr. Fengze that Sunset had to pay for the second month of services. 42. On March 25, 2020, Scarcella inquired regarding the formal request for a contract freeze and the outstanding payment, to which Mr. Fengze answered: “If I were you, I would stop 5 [working on the accounts]. But this is not a corporate comment.” 43. Due to the lack of responsiveness from Sunset’s representatives and its failure to pay for the second month of services, Lion sent a notice to Mr. Fengze on March 30, 2020, advising him that Lion’s services would cease from that date and demanding the payment of the outstanding invoice plus the three-month early termination penalty fee. 44. Costa told Scarcella that he wanted Lion to continue working on his account only, and they agreed Lion would do so for three months at $5,500 per month. 45. Lion sent a new contract memorializing this agreement to Costa, who signed it on April 3, 2020. See Costa Agreement, at Exhibit B. 46. Afterwards, Costa told Scarcella that Sunset’s director, Mr. Torzi, was proposing as a solution to the Sunset agreement situation to pay Lion for the monthly payment already owed and to freeze the contract for three months. 47. On April 5, 2020, Scarcella emailed Mr. Torzi, explaining to him the situation of the outstanding payment and the lack of communication from Sunset’s agents. Mr. Torzi did not respond to Scarcella’s email. 48. On April 9, 2020, Scarcella and Lion received a letter from Sunset’s attorneys, claiming Mr.