1

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF FLORIDA

MIAMI DIVISION

www.flsb.uscourts.gov

In re: Chapter 11

1 Global Capital LLC, et al.,

1 Case No. 18-19121-RAM

Debtors. (Jointly Administered)

______________________________/

1 Global Capital LLC,

Plaintiff,

v.

Prime Telecoin Services, LLC and 

Kamal B. Elghorfi, 

Defendants.

______________________________/

COMPLAINT FOR BREACH OF CONTRACT AND GUARANTY

Plaintiff 1 Global Capital LLC, sues Kamal B. Elghorfi, ("Guarantor") and Prime Telecoin 

Services, LLC, (“Merchant”) (together, "Defendants") and alleges as follows:

JURISDICTION, VENUE AND PARTIES

1. Plaintiff is a Limited Liability Company with its principal place of business in 

Broward County, Florida.

2. Merchant is a Massachusetts Limited Liability Company. 

 1 The Debtors in these Chapter 11 Cases, along with the business addresses and the last four (4) 

digits of each Debtor’s federal tax identification number, if applicable, are: 1 Global Capital LLC, 

d/b/a 1 GC Collections, 1250 E. Hallandale Beach Blvd., Suite 605, Hallandale Beach, FL 33009 

(9517); and 1 West Capital LLC, d/b/a 1 West Collections, 1250 E. Hallandale Beach Blvd., Suite 

605, Hallandale Beach, FL 33009 (1711). On February 19, 2019, the Debtors registered the 

fictitious names “1 GC Collections” and “1 West Collections” with the Florida Department of 

State.

Adv. Case No.

Case 19-01835-RAM Doc 1 Filed 11/08/19 Page 1 of 11
2

3. Guarantor is a resident of the state of Massachusetts.

4. This Court has jurisdiction over this adversary proceeding pursuant to 28 U.S.C. §§ 

157 and 1334. This adversary proceeding is a non-core proceeding pursuant to 28 U.S.C. § 157(c). 

5. Venue is proper in this district pursuant to 28 U.S.C. § 1409. Plaintiff consents to 

the entry of final orders and judgment by the Bankruptcy Court.

6. All conditions precedent to the filing of this action have been performed, excused, 

or otherwise waived.

COUNT I

(Breach of Merchant Agreement against Merchant)

7. Plaintiff repeats and re-alleges each and every allegation contained in paragraphs 1 

through 6 above as if fully set forth herein.

8. Plaintiff and Defendants are parties to that certain Merchant Agreement, a true and 

correct copy of which is attached hereto as Exhibit A ("Merchant Agreement").

9. Defendants executed and delivered the Merchant Agreement for the sale of 

Merchant’s future receivables to Plaintiff. In particular, Plaintiff, in exchange for a lump sum 

payment, would receive over a period of time an agreed amount of the future accounts receivable 

generated by Merchant (“Specified Amount”).

10. Plaintiff transferred to Merchant the lump sum under the Merchant Agreement in 

good faith and with the reasonable expectation that Merchant would deliver the Specified Amount 

by making periodic payments in accordance with the terms and conditions of the Merchant 

Agreement.

11. Merchant breached the Merchant Agreement by failing to make payments to 

Plaintiff.

Case 19-01835-RAM Doc 1 Filed 11/08/19 Page 2 of 11
3

12. Merchant’s failure to pay the Plaintiff the daily payments when due in accordance 

with the terms of the Merchant Agreement constitutes a default pursuant to terms and conditions 

of the Merchant Agreement.

13. Accordingly, as a result of Merchant’s breach of the Merchant Agreement, Plaintiff 

sustained damages in the sum of $56,624.20.

WHEREFORE, Plaintiff demands judgment against Merchant for damages in the amount 

of $56,624.20, together with pre-judgment interest, attorneys' fees, costs, and such other relief 

that this Court deems just and proper.

COUNT II

(Breach of Guaranty against Guarantor)

14. Plaintiff repeats and re-alleges each and every allegation contained in paragraphs l 

through 6, 8 and 9 above as if fully set forth herein.

15. The Merchant Agreement includes Guarantor’s personal guaranty of Merchant’s 

performance of all covenants, representations and warranties made by Defendants in the Merchant 

Agreement. 

16. Guarantor executed and delivered the Merchant Agreement, as endorser and 

unconditional Guarantor of payment.

17. Plaintiff is the owner and holder of the Merchant Agreement and has performed its 

obligations and conditions precedent to enforce its terms and conditions.

18. Merchant has not delivered the Specified Amount.

19. Merchant’s failure to pay the Plaintiff the Specified Amount when due constitutes 

a default and breach of the Merchant Agreement.

Case 19-01835-RAM Doc 1 Filed 11/08/19 Page 3 of 11
4

20. Accordingly, as a result of Merchant’s breach, Guarantor owes Plaintiff $56,624.20

as defined therein, less payments, plus attorneys' fees, pre-judgment interest, costs.

WHEREFORE, Plaintiff demands judgment against Guarantor for damages in the amount 

of $56,624.20 exclusive of attorneys' fees, pre-judgment interest, costs, and such other relief that 

this Court deems just and proper.

PERLMAN, BAJANDAS, YEVOLI &

ALBRIGHT, P.L.

Special Litigation Counsel to the Debtors in 

Possession

283 Catalonia Avenue, Suite 200

Miami, Florida 33134

Telephone: 305.377.0086

Facsimile: 305.377.0781

By: /s/ Jonathan S. Feldman

Jonathan S. Feldman

Florida Bar No. 12682

jfeldman@pbyalaw.com

Darla Grondin

Florida Bar No. 99421

dgrondin@pbyalaw.com

Attorneys for Plaintiff

Case 19-01835-RAM Doc 1 Filed 11/08/19 Page 4 of 11
Case 19-01835-RAM Doc 1 Filed 11/08/19 Page 5 of 11
Case 19-01835-RAM Doc 1 Filed 11/08/19 Page 6 of 11
Case 19-01835-RAM Doc 1 Filed 11/08/19 Page 7 of 11
Case 19-01835-RAM Doc 1 Filed 11/08/19 Page 8 of 11
Case 19-01835-RAM Doc 1 Filed 11/08/19 Page 9 of 11
Case 19-01835-RAM Doc 1 Filed 11/08/19 Page 10 of 11
Case 19-01835-RAM Doc 1 Filed 11/08/19 Page 11 of 11