UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF FLORIDA 

Case No.: 22-cv-22310 

DRIP CAPITAL, INC., 

 Plaintiff, 

vs. 

305 JMJ PRODUCE CORP., 

OSCAR ANDRES 

MONTESDEOCA LIU-BA a/k/a 

OSCAR MONTES de OCA, and 

JUAN WEISSON, 

 Defendants. 

COMPLAINT 

PLAINTIFF DEMANDS TRIAL BY JURY

Plaintiff Drip Capital, Inc. (“Plaintiff”), for its Complaint against defendants 

305 JMJ Produce Corp. (“305 JMJ”), Oscar Andres Montesdeoca Liu-Ba a/k/a 

Oscar Montes de Oca and Juan Weisson, alleges as follows: 

The Parties, Jurisdiction and Venue 

1. Plaintiff is a corporation organized under the laws of the State of 

Delaware with its principal place of business in the State of California. 

2. Defendant 305 JMJ is a corporation organized under the laws of the 

State of Florida with its principal place of business in the State of Florida. 

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3. Defendant Oscar Andres Montesdeoca Liu-Ba (“Oscar”) is a citizen 

and resident of the State of Florida and possibly also of Ecuador. 

4. Defendant Juan Weisson (“Juan”) is a citizen and resident of the 

State of Florida and possibly also of Ecuador. 

5. This Court has subject matter jurisdiction over this action pursuant to 

28 U.S.C. §1332(a)(1) because there is complete diversity between Plaintiff, on 

the one hand, and defendants, on the other hand, and, as alleged below, the amount 

in controversy exceeds $75,000 exclusive of interest and costs. 

6. Venue is proper in this Court under 28 U.S.C. §1391(b)(1) because 

defendants are residents of the State in which this District is located and 

§1391(b)(2) because a substantial part of the events and omissions giving rise to 

the claims in this case occurred in this District. 

Factual and Procedural Background 

A. Facts – Contractual Liability of Defendant 305 JMJ 

7. Plaintiff is in the business of, among other things, lending against 

receivables of businesses in need of funding. 

8. On or around August 12, 2021, 305 JMJ entered into a lending 

agreement titled the Master Revolving Supply Chain Financing Agreement (the 

“Agreement”). A copy of the Agreement is attached as Exhibit “A”. 

9. Plaintiff lent funds under the Agreement to 305 JMJ in an amount in 

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excess of, and currently outstanding and in default of, $45,421.89, exclusive of 

interest and costs. 305 JMJ has defaulted in making payment under the Agreement 

and plaintiff is today owed from 305 JMJ $45,421.89, plus contractual interest 

and liability to date and also Plaintiff’s costs of collection which are expressly 

recoverable and owed under the Agreement as a consequence of the default, 

Plaintiff having retained counsel and obligated itself to pay reasonable attorneys’ 

fees and other collection costs. 

B. Facts – Liability of Defendants Including Liability for Oscar and Juan

10. In addition, Plaintiff is entitled to recover from defendants for their 

fraudulent conduct in inducing Plaintiff to lend to them as alleged below and, with 

respect to Oscar and Juan, under the principles of alter ego liability and piercing 

the corporate veil. 

11. Defendants represented themselves to be engaged in a viable going 

concern with a track record in their industry ― including the importing produce 

to the United States — and the ability to pay debts as they became due. 

12. In fact, defendants had no such ability and no such track record. 

13. As to the corporate defendant, it apparently has no actual place of 

business and listed as its place of business in corporate filings a residential address 

in Coral Gables Florida. 

14. A number of businesses can be identified as located at that residential 

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address, and Internet searches indicate that a number of different individuals have 

association with that address, as well. 

15. It is questionable whether either or both of the individual defendants 

have a connection with that address, though it is listed in the records of the Florida 

Department of State, Division of Corporations, records for the 305 JMJ. 

16. It is questionable whether either or both of the individual defendants 

have a residence in the United States at all. 

17. To the extent either does, it appears they have abandoned it. 

18. To the extent either does, it appears each of the individual 

defendants, Oscar and Juan, have intentionally determined to cease accepting 

communications from Plaintiff and to cease communicating with Plaintiff about 

the debt at issue in this case. 

19. Upon information and belief, either or both of Oscar and Juan have 

left Florida and are in Ecuador or in some other location in Central or South 

America and are concealing their whereabouts.

20. A review of Florida Department of State, Division of Corporations, 

records indicates that Juan and/or Oscar have incorporated at least four other 

entities in recent years in Florida, each, as with 305 JMJ, with a name apparently 

associated with the produce industry ― L&J Tropical USA Corp., JMW Tropical, 

Inc., JHON Tropical Products, Inc., and Tropical Global Corp. but that those 

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entities have all been rendered inactive as corporations as recognized by the State 

of Florida, all pointing to facts consistent with their current disappearance from 

communication with Plaintiff ― a pattern and practice of forming entities to 

conduct business with the intent and actual practice of closing those businesses in 

a manner so as to leave creditors unpaid and with the principals that emerging 

under a different name to continue their business hoping to be free of all liabilities 

incurred previously. 

21. In addition, throughout the time of the 305 JMJ relationship with 

Plaintiff and including leading to the formation of the Agreement, and Plaintiff 

lending funds to and on behalf of 305 JMJ, Oscar and Juan operated the business 

of 305 JMJ as their alter ego and with complete control and domination of 305 

JMJ. 

22. They did so with the purpose, intent and effect of operating an 

injustice and fraud against Plaintiff. 

23. In particular, despite holding out to Plaintiff that 305 JMJ was a 

viable going concern with sufficient capital to engage in the business in which it 

had held itself out to be conducting, Oscar and Juan misrepresented those facts 

and the condition of 305 JMJ. While they represented 305 JMJ to be a fully 

functioning business with a presence and assets and adequate capitalization 

sufficient to conduct the business without utter failure in the event of minor 

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business setbacks, that was not so. 

24. In fact, 305 JMJ did not have and has not had sufficient capital to 

conduct the business for which it induced, through Oscar and Juan, Plaintiff to 

lend money, including having complete incapacity to repay those funds unless it 

were, in the best of circumstances, completely successful in any transaction in 

which it would engage, and being exposed to the inability to repay Plaintiff in the 

event of any business reversal in a 305 JMJ transaction. 

25. In addition to this undercapitalization, Oscar and Juan operated the 

business as if it were indistinct from them personally and also operated the 

business without adherence to any of the formalities of the corporate form. In that 

regard, they dominated the affairs of 305 JMJ such that it had no meaningful 

separate existence from them and existed merely as a conduit for their own 

business affairs and their personal instrumentality and alter ego. 

26. In all respects, Oscar and Juan’s use and abuse of 305 JMJ constitutes 

the abuse of the corporate form. At bottom, as operated by Oscar and Juan, 305 

JMJ was nothing but an empty shell incapable of discharging its responsibilities 

or supporting its potential liabilities, and a mere instrumentality of Oscar and Juan. 

Piercing the corporate veil of 305 JMJ and holding Oscar and Juan liable as their 

alter ego is called for where, as here, it is necessary to promote equity and rectify 

an injustice (as here, for the reasons alleged). 

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27. In all the circumstances, Oscar’s and Juan’s operation of 305 JMJ as 

their instrumentality and alter ego over which they exerted complete domination 

would, in the absence of a finding of personal liability against Oscar and Juan under 

the theories of piercing the corporate veil and alter ego liability, perpetrate a fraud 

and injustice against Plaintiff. 

First Cause of Action 

28. Plaintiff repeats and realleges each allegation above as if fully set 

forth here. 

29. By reason of the foregoing, 305 JMJ has breached the Agreement 

and is liable to Plaintiff in the amount of $45,421.89, plus interest in accordance 

with the Agreement and at law, as well as collection costs including attorneys’ 

fees as provided for in the Agreement, all to be determined in a specific amount 

at trial. 

30. By reason of the foregoing, Oscar and Juan are liable to Plaintiff for 

the entirety of the amount of 305 JMJ’s liability to Plaintiff based upon piercing 

the corporate veil principles and under the principles of alter ego liability. 

Second Cause of Action 

31. Plaintiff repeats and realleges each allegation above as if fully set 

forth here. 

32. By reason of the foregoing, 305 JMJ, Oscar and Juan are liable to 

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Plaintiff for damages for fraud based upon their fraud in inducing plaintiff into 

the Agreement and Plaintiff’s advances of funds, by reason of the 

misrepresentations as to 305 JMJ alleged above, for not only the entirety of the 

principal amount of 305 JMJ’s liability to Plaintiff but also an additional amount 

of at least as much, and all of its costs of collection, totaling well in excess of 

$100,000. 

33. The factual statements of Oscar and Juan were made with the intent 

to induce reliance by Drip, were false at the time the statements were made and 

were reasonably relied upon by Drip to enter into the Agreement. 

WHEREFORE, Plaintiff demands Judgment in its favor and against 

defendants, jointly and severally, for: 

a. Damages and punitive damages plus interest in accordance with the 

Agreement and at law, all to be determined in a specific amount at 

trial; and 

b. collection costs and attorneys’ fees as provided for in the 

Agreement, all to be determined in a specific amount at trial; 

 together with granting such other and further relief for Plaintiff and against each of 

defendants as the Court deems just and proper. 

Dated: July 23, 2022 

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Respectfully submitted, 

 WEISSMAN & DERVISHI, P.A. 

By: /s/ Brian S. Dervishi 

Brian S. Dervishi 

Zoe E. Ondriezek 

 Florida Bar No. 350303 and 1032548 

 One Southeast Third Avenue, Suite 1700 

 Miami, Florida 33131 

 305-347-4070 (Telephone) 

 bdervishi@wdpalaw.com 

 zondriezek@wdpalaw.com 

 service@wdpalaw.com

SCAROLA ZUBATOV SCHAFFZIN 

PLLC 

By: /s/ Richard J.J. Scarola 

 Richard J.J. Scarola 

(Pro Hac Vice Appearance Pending) 

 1700 Broadway, 41st Floor 

New York, NY 10019 

Tel.: (212) 757-0007 

 

Attorneys for Plaintiff Drip Capital, Inc. 

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