Vilela

FACTS

Vilela entered into a "Subscription Agreement" to invest $250,000 to purchase 12 percent of the shares of Elements Spirits, Inc. (Elements), a company that intended to sell "Kah," a brand of tequila. Vilela claimed that agreement "provided [him] with the right to acquire the Kah trademark in the event that Elements were to fail within two years." The agreement contained an attorney fee provision relating to litigation. To fund the high legal costs of that litigation, Elements sold 51 percent of the company to Worldwide Spirits, Inc. (Worldwide). Vilela claimed Worldwide and other individuals, including Cabo, Owens and Rodriguez, "took control of Elements," and diminished his "legal rights" and the value of his investment. He contended they conspired to "steal Elements' sole asset, the Kah trademark, for themselves" and "loot the company of its assets and income generating ability." Vilela filed a complaint for damages and equitable relief. He alleged causes of action against defendants for conspiracy to defraud, breach of fiduciary duty, removal of Directors, conversion, declaratory relief, and fraudulent transfer. He claimed he was entitled to a declaratory judgment…