1:25-cv-00031
03/11/2025
Open
Commercial and Trade - Contract
3. Defendant CVB, Inc. (“CVB”) is a Utah benefit corporation with its principal place of business in Utah. Additionally, upon information and belief, CVB is an affiliate of MPI.
4. Defendant Sam Malouf is a Utah resident.
5. Defendant Sky Bacon Technology Holdings, LLC is a Utah limited liability company.
6. This Court has subject matter jurisdiction over this case pursuant to 28 U.S.C. § 1332 as complete diversity of citizenship exists between Healthcare and Defendants, and the amount in controversy exceeds $75,000.00, exclusive of interest and costs.
7. MPI has consented to jurisdiction and venue in this Court under the terms of the parties’ Promissory Note (as defined herein).
A. The Promissory Note
8. Between June 2022 and March 2023 , CVB received $42,600,000 in products and services from Healthcare, including Healthcare’s affiliates and subsidiaries.
9. CVB, however, was unable to pay the $42,600,000 owed to Healthcare. Subsequently, CVB and MPI agreed that MPI would acquire the debt owed to Healthcare and that MPI would be responsible for payment to Healthcare.
10. In turn, on May 10, 2023 , MPI and Healthcare entered a Promissory Note (the “Note”). A true and correct copy of the Note is attached hereto as Exhibit A.
11. The Note provides in pertinent part that:
a. MPI unconditionally promises to pay to the order of Healthcare and its direct and indirect affiliates and subsidiaries the principal amount of $42,600,000 (the “Loan”), and together with all accrued interest thereon, in lieu of the outstanding amounts payable due to Healthcare from CVB;
b. Payment of $42,600,000 is due on May 10, 2024 or the date 45 days after a successful capital raise by MPI and equity investments sufficient to cover the amount due (whichever earlier);
c. The outstanding amount of the Loan under the Note shall bear interest at a rate equal to 6% per annum; and
d. Failure to pay any amount when due and such failure continues for 10 days after written notice from Healthcare to MPI constitutes as an event of default.
12. The Note also provides that it is governed by California law and provides for venue in Utah.
B. The Security Agreement
13. To secure the complete payment and performance of the obligations set forth in the Note, Healthcare and MPI entered into a Security Agreement. A true and correct copy of the Security Agreement is attached hereto as Exhibit B.
14. The Security Agreement confirms that MPI will pay Healthcare the unpaid debt for product and services provided by Healthcare to CVB.
15. The Security Agreement also provides that it is governed by California law.
16. The Security Agreement provides that should MPI fail to pay the amounts due and owing under the Note, Healthcare shall be entitled to recover all costs and expense, including, without limitation, mediation fees and reasonable attorney’s fees incurred or paid by Healthcare.
17. The Security Agreement provides that upon the occurrence and continuance of an event of default, MPI pledges, assigns and grants to Healthcare a security interest in all of MPI’s
Page 3Presiding Judge
David Barlow
Referral Judge
Cecilia M. Romero
Plaintiff
Healthcare Co Ltd
Defendants
MPI Group LLC
CVB Inc
Sam Malouf
Sky Bacon Technology Holdings LLC
Counter-Claimants and Defendants
CVB Inc
Sam Malouf
Counter-Defendants
Healthcare Co. LTD.
Mlily, USA, Inc.
James Ni
Plaintiff and Counter-Defendant Attorneys
Maryann Bauhs
Maral Shoaei
Christopher J. Martinez
Defendant and Counter-Claimant Attorneys
Eric G. Maxfield
Benjamin David Passey
Jess M. Krannich
Jeremy M. Brodis
Deno G. Himonas
Christopher D. Mack
Exhibit
(#70) NOTICE of Clarification re: Dkt 66-0 and Dkt 66-1 by Mlily USA, Inc., Mlily, USA, Inc. re #66 Summons Returned Executed, (Attachments: #1 Exhibit) (Martinez, Christopher) (Entered: 10/03/2025)
(#69) MEMORANDUM DECISION AND ORDER granting in part and denying in part #45 Motion to Dismiss: GRANTED as to counts 1, 5, 6, 8, 9 and DENIED as to Counts 2, 3, 4, 7, 10, 11, and 12. Signed by Judge David Barlow on 10/2/2025. (alf) (Entered: 10/02/2025)
Exhibit Summons
(#66) SUMMONS Returned Executed. Filed by CVB Inc(a Utah benefit corporation), MPI Group LLC, Sky Bacon Technology Holdings LLC(a Utah limited liability company), Sam Malouf. Summons as to CVB Inc(a Utah benefit corporation), MPI Group LLC, Sky Bacon Technology Holdings LLC(a Utah limited liability company), Sam Malouf. (Attachments: #1 Exhibit Summons)(Passey, Benjamin) (Entered: 09/19/2025)
(#63) REPLY to Response to Motion re #46 Defendant's MOTION TO DISMISS FOR FAILURE TO STATE A CLAIM and Memorandum in Support (Reply in Support of Defendant Sam Malouf's Rule 12(b)(6) Motion to Dismiss) filed by Defendant Sam Malouf. (Brodis, Jeremy) (Entered: 08/28/2025)
Exhibit 2
Exhibit 1
(#61) REPLY to Response to Motion re #45 MOTION to Dismiss First Amended Counterclaim and First Amended Third Party Complaint (Dkt 34) filed by Third Party Defendants Healthcare Arizona, LLC, Healthcare SC, LLC, Mlily USA, Inc., Counter Defendant Healthcare Co. LTD.. (Shoaei, Maral) (Entered: 08/28/2025)
(#9) Summons Issued Electronically as to Sam Malouf. Instructions to Counsel:1. Click on the document number.2. If you are prompted for an ECF login, enter your 'Attorney' login to CM/ECF.3. Print the issued summons for service. (sg) (Entered: 03/17/2025)
(#8) Summons Issued Electronically as to MPI Group LLC. Instructions to Counsel:1. Click on the document number.2. If you are prompted for an ECF login, enter your 'Attorney' login to CM/ECF.3. Print the issued summons for service. (sg) (Entered: 03/17/2025)
(#7) Summons Issued Electronically as to CVB Inc. Instructions to Counsel:1. Click on the document number.2. If you are prompted for an ECF login, enter your 'Attorney' login to CM/ECF.3. Print the issued summons for service. (sg) (Entered: 03/17/2025)
(#6) ORDER TO PROPOSE SCHEDULE - See order for details. Signed by Magistrate Judge Cecilia M. Romero on 3/13/2025. (kec) (Entered: 03/13/2025)
(#4) MOTION for Admission Pro Hac Vice of Maral Shoaei , Registration fee $ 50, receipt number AUTDC-5359436,Attorneys awaiting Pro Hac Vice admission should immediately register to efile and receive electronic notification of case activity in the District of Utah at #https://www.pacer.uscourts.gov/cmecf/dcbk.html.Registration requests will not be approved until the court has granted the pro hac vice motion. Instructions are available on the court's website at #https://www.utd.uscourts.gov/cmecf-electronic-case-filing. filed by Plaintiff Healthcare Co Ltd. (Martinez, Christopher) (Entered: 03/11/2025)
(#3) NOTICE OF MAGISTRATE JUDGE AVAILABILITY TO PRESIDE OVER CASE- Under 28 U.S.C. 636(c), Fed. R. Civ. P. 73, and DUCivR 72-3, you are hereby notified that a magistrate judge for the District of Utah may conduct any or all proceedings in this case, including a jury or bench trial and entry of a final judgment. Exercise of this jurisdiction by the magistrate judge is permitted only if all parties voluntarily sign and return the form. To consent, return the Consent Form to the clerk's office within 21 days via email at consents@utd.uscourts.gov or mail at the address on the form. Please do not efile the Consent Form in the case. Notice emailed or mailed to Plaintiff Healthcare Co Ltd. (Notice generated by Clerk's office) Form due by 4/1/2025. (kec) (Entered: 03/11/2025)
Civil Cover Sheet
Exhibit A - D
(#2) NOTICE FROM THE COURT re #1 Complaint. Attorney selected the incorrect division when creating the case. Case 2:25-cv-00187 will be closed and all pleadings will be transferred to case 1:25-cv-00031. Case number will now read 1:25-cv-00031. Please make changes to document captions accordingly. (kec) (Entered: 03/11/2025)
Docket(#70) NOTICE of Clarification re: Dkt 66-0 and Dkt 66-1 by Mlily USA, Inc., Mlily, USA, Inc. re #66 Summons Returned Executed, (Attachments: #1 Exhibit) (Martinez, Christopher) (Entered: 10/03/2025)
[-] Read LessDocket(#69) MEMORANDUM DECISION AND ORDER granting in part and denying in part #45 Motion to Dismiss: GRANTED as to counts 1, 5, 6, 8, 9 and DENIED as to Counts 2, 3, 4, 7, 10, 11, and 12. Signed by Judge David Barlow on 10/2/2025. (alf) (Entered: 10/02/2025)
[-] Read LessDocket(#68) MEMORANDUM DECISION AND ORDER granting without prejudice Defendant Malouf's #46 Motion to Dismiss for Failure to State a Claim. Signed by Judge David Barlow on 9/25/2025. (alf) (Entered: 09/25/2025)
[-] Read LessDocket(#67) NOTICE OF AVAILABILITY OF JUDICIAL SETTLEMENT CONFERENCE. For the benefit of the public and the bar, the District of Utah offers judicial settlement conference as an alternative for dispute resolution assistance in all civil cases and bankruptcy adversary proceedings. The court offers this alternative because, when compared with litigation, it can resolve a dispute faster, at less expense, and with solutions that are better able to meet the parties' needs and interests. Parties may file a stipulated motion for judicial settlement conference. A form #motion is available on the court's website. Notice e-mailed or mailed to Counter Defendant Healthcare Arizona, LLC, Plaintiff Healthcare Co Ltd. (alf) (Entered: 09/23/2025)
[-] Read LessDocket(#66) SUMMONS Returned Executed. Filed by CVB Inc(a Utah benefit corporation), MPI Group LLC, Sky Bacon Technology Holdings LLC(a Utah limited liability company), Sam Malouf. Summons as to CVB Inc(a Utah benefit corporation), MPI Group LLC, Sky Bacon Technology Holdings LLC(a Utah limited liability company), Sam Malouf. (Attachments: #1 Exhibit Summons)(Passey, Benjamin) (Entered: 09/19/2025)
[-] Read LessDocket(#65) NOTICE of Appearance by Bryon J. Benevento on behalf of Healthcare Arizona, LLC, Healthcare Co Ltd, Healthcare Co. LTD., Healthcare SC, LLC, Mlily USA, Inc., Mlily, USA, Inc. (Benevento, Bryon) (Entered: 09/19/2025)
[-] Read LessDocket(#64) REPLY to Response to Motion re #46 Defendant's MOTION TO DISMISS FOR FAILURE TO STATE A CLAIM and Memorandum in Support (Reply in Support of #47 Request for Judicial Notice in Support of #46 Defendant Sam Malouf's Rule 12(b)(6) Motion to Dismiss) filed by Defendant Sam Malouf. (Brodis, Jeremy) (Entered: 08/28/2025)
[-] Read LessDocket(#63) REPLY to Response to Motion re #46 Defendant's MOTION TO DISMISS FOR FAILURE TO STATE A CLAIM and Memorandum in Support (Reply in Support of Defendant Sam Malouf's Rule 12(b)(6) Motion to Dismiss) filed by Defendant Sam Malouf. (Brodis, Jeremy) (Entered: 08/28/2025)
[-] Read LessDocket(#62) REPLY to Response to Motion re #45 MOTION to Dismiss First Amended Counterclaim and First Amended Third Party Complaint (Dkt 34) filed by Third Party Defendants Healthcare Arizona, LLC, Healthcare SC, LLC, Mlily USA, Inc., Counter Defendant Healthcare Co. LTD.. (Attachments: #1 Exhibit A)(Shoaei, Maral) (Entered: 08/28/2025)
[-] Read LessDocket(#61) REPLY to Response to Motion re #45 MOTION to Dismiss First Amended Counterclaim and First Amended Third Party Complaint (Dkt 34) filed by Third Party Defendants Healthcare Arizona, LLC, Healthcare SC, LLC, Mlily USA, Inc., Counter Defendant Healthcare Co. LTD.. (Shoaei, Maral) (Entered: 08/28/2025)
[-] Read LessDocket(#9) Summons Issued Electronically as to Sam Malouf. Instructions to Counsel:1. Click on the document number.2. If you are prompted for an ECF login, enter your 'Attorney' login to CM/ECF.3. Print the issued summons for service. (sg) (Entered: 03/17/2025)
[-] Read LessDocket(#8) Summons Issued Electronically as to MPI Group LLC. Instructions to Counsel:1. Click on the document number.2. If you are prompted for an ECF login, enter your 'Attorney' login to CM/ECF.3. Print the issued summons for service. (sg) (Entered: 03/17/2025)
[-] Read LessDocket(#7) Summons Issued Electronically as to CVB Inc. Instructions to Counsel:1. Click on the document number.2. If you are prompted for an ECF login, enter your 'Attorney' login to CM/ECF.3. Print the issued summons for service. (sg) (Entered: 03/17/2025)
[-] Read LessDocket(#6) ORDER TO PROPOSE SCHEDULE - See order for details. Signed by Magistrate Judge Cecilia M. Romero on 3/13/2025. (kec) (Entered: 03/13/2025)
[-] Read LessDocket(#5) ORDER REFERRING CASE to Magistrate Judge Cecilia M. Romero under 28:636 (b)(1)(A), Magistrate Judge to hear and determine all nondispositive pretrial matters. No attached document. Motion referred to Cecilia M. Romero. Signed by Judge David Barlow on 3/12/2025. (srk) (Entered: 03/12/2025)
[-] Read LessDocket(#4) MOTION for Admission Pro Hac Vice of Maral Shoaei , Registration fee $ 50, receipt number AUTDC-5359436,Attorneys awaiting Pro Hac Vice admission should immediately register to efile and receive electronic notification of case activity in the District of Utah at #https://www.pacer.uscourts.gov/cmecf/dcbk.html.Registration requests will not be approved until the court has granted the pro hac vice motion. Instructions are available on the court's website at #https://www.utd.uscourts.gov/cmecf-electronic-case-filing. filed by Plaintiff Healthcare Co Ltd. (Martinez, Christopher) (Entered: 03/11/2025)
[-] Read LessDocket(#3) NOTICE OF MAGISTRATE JUDGE AVAILABILITY TO PRESIDE OVER CASE- Under 28 U.S.C. 636(c), Fed. R. Civ. P. 73, and DUCivR 72-3, you are hereby notified that a magistrate judge for the District of Utah may conduct any or all proceedings in this case, including a jury or bench trial and entry of a final judgment. Exercise of this jurisdiction by the magistrate judge is permitted only if all parties voluntarily sign and return the form. To consent, return the Consent Form to the clerk's office within 21 days via email at consents@utd.uscourts.gov or mail at the address on the form. Please do not efile the Consent Form in the case. Notice emailed or mailed to Plaintiff Healthcare Co Ltd. (Notice generated by Clerk's office) Form due by 4/1/2025. (kec) (Entered: 03/11/2025)
[-] Read LessDocketJudge David Barlow added. Case number will now read 1:25-cv-00031-DBB. Please make changes to document captions accordingly. (kec) (Entered: 03/11/2025)
[-] Read LessDocket(#2) NOTICE FROM THE COURT re #1 Complaint. Attorney selected the incorrect division when creating the case. Case 2:25-cv-00187 will be closed and all pleadings will be transferred to case 1:25-cv-00031. Case number will now read 1:25-cv-00031. Please make changes to document captions accordingly. (kec) (Entered: 03/11/2025)
[-] Read LessDocket(#1) COMPLAINT against CVB Inc, MPI Group LLC, Sam Malouf, Sky Bacon Technology Holdings Inc (Filing fee $ 405, receipt number AUTDC-5359226) filed by Healthcare Co Ltd. (Attachments: #1 Exhibit A - D, #2 Civil Cover Sheet) (Martinez, Christopher) (Entered: 03/11/2025)
[-] Read Less