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LITIGATION
12 Months Ended
Dec. 31, 2014
LITIGATION [Abstract]  
LITIGATION

NOTE 17– LITIGATION

 

1. On January 11, 2013, Cathaya Capital, L.P., a ZAP shareholder (“Cathaya”), and Priscilla Lu, Chairman of the ZAP Board of Directors (“Lu”) (collectively “Plaintiffs”), filed a lawsuit in the Superior Court of California, County of Los Angeles, styled Cathaya Capital, L.P. et al. v. ZAP, et al., Case No. BC499106 (the “Cathaya Lawsuit”). By the Cathaya Lawsuit, Plaintiffs, derivatively on behalf of the nominally-named defendant ZAP, asserted claims for breach of fiduciary duty and conversion against the following three members of the ZAP Board of Directors: Mark Abdou (“Abdou”), Steven Schneider (“Schneider”) and Wang Gang a/k/a Alex Wang (the “Minority Board Member Defendants”). In addition, Plaintiffs, derivatively on ZAP's behalf, sought declaratory and injunctive relief against the Minority Board Member Defendants for their alleged tortious misconduct and breaches of fiduciary duty. Plaintiffs also asserted causes of action on their own behalf pursuant to California Corporations Code sections 304 and 709, for a judgment as to the rightful composition of the Board and to remove the Minority Board Member Defendants from the Board. On November 12, 2013, Abdou and Schneider filed their operative Second Amended Cross-Complaint against ZAP, Cathaya and Lu (the “Defendant Cross-Complaint”). Wang Gang a/k/a Alex Wang dismissed his claims in the Cathaya lawsuit.

 

Lu and ZAP filed a Demurrer to the Second Amended Cross-Complaint's first, fifth, sixth, seventh and eighth claims.  On March 3, 2014, the Court granted the Demurrer in its entirety and dismissed all claims asserted by Abdou and Schneider against Lu, without leave to amend.  In addition, the Court dismissed all tort claims against ZAP.  However, the Court's ruling does not dismiss all claims against ZAP regarding unpaid employee compensation.  The Abdou/Schneider claims against ZAP for unpaid compensation were not before the Court and therefore were not affected by the Court's ruling and have not been dismissed. These contract-based claims are against ZAP only and do not allow for punitive damages.

 

On March 13, 2014, ZAP filed its own operative First Amended Cross-Complaint in the Cathaya Lawsuit (the “ZAP Cross-Complaint”) against Abdou and Schneider, alleging causes of action for (1) breach of fiduciary duty; (2) conversion; (3) imposition of a constructive trust; and (4) an accounting.  By the ZAP Cross-Complaint, the Company is, among other things, pursuing Schneider and Abdou for return of inventory and assets that were removed from the Company's warehouse, as well as cash that was redirected to another account.

 

On May 15, 2014, Abdou's and Schneider's counsel filed a motion to be relieved as counsel in the Cathaya Lawsuit, which was granted on August 4, 2014.  Consequently, Abdou and Schneider were unrepresented in the Cathaya Law suit as of August 4, 2014 

 

On June 6, 2014, the Court entered an Order Granting Plaintiff's Motion for Sanctions due to Violations of Court's Discovery Order, which imposed certain monetary and evidentiary sanctions against Abdou and Schneider, including, among other things, precluding Abdou and Schneider from calling certain witnesses and offering evidence of or relating to certain issues at trial. 

 

On January 12, 2015, a Settlement Agreement and Mutual Release was entered into between Cathaya, Lu Lu and ZAP, on the one hand, and Schneider, Abdou, and Libertas Law Group, Inc. (“Libertas”) on the other hand (the “Settlement Agreement”).  On January 15, 2015, in accordance with the terms of the Settlement Agreement, dismissals were filed with respect to the Cathaya lawsuit and all related actions, including the Defendant Cross-Complaint and the ZAP Cross-Complaint, with prejudice.  Further, under the terms of the Settlement Agreement, (i) ZAP agreed to pay a total of $167,000 to Abdou, (ii) Abdou, Schneider and Libertas released ZAP, Cathaya and Lu from any and all claims relating to events occurring prior to January 12, 2015 and (iii) ZAP, Cathaya and Lu released Abdou, Schneider and Libertas from any and all claims relating to events occurring prior to January 12, 2015.

 


2. A letter was received in May 2012 from a shareholder regarding various prior transactions of the Company which the Company is working to address and clarify.  A tolling agreement was reached between the Company and shareholder on October 22, 2012 whereas the company, through its legal counsel shall provide a written summary of the actions taken during the preceding month with respect to the matters regarding the prior transactions in question by the shareholder.  These transactions include, but are not limited to, a) ZAP, Jonway Group, Jonway Auto and Cathaya Capital shall each in all respects comply with their executory obligations with respect to the continued funding of ZAP, b) resolve the litigation regarding  the former contracted employee, c) use reasonable efforts to defend, compromise and/or settle any pending and future litigations and ZAP shall use all reasonable efforts to cause all officers, directors and such other individuals who are or were employees, agents or representatives of ZAP to fully cooperate in the defense  of future arbitrations or litigations.  This agreement is binding through December 31, 2015.

 

Other Regulatory Compliance Matters


           ZAP has filed with the National Highway Transportation Safety Agency (NHTSA) that it is in non- compliance with Department of Transportation (DOT) requirements potential hazard may exist because the Model -Year 2008 XEBRA sedan and pickup does not stop in the required distance at 30 miles per hour and the master cylinder does not have separate brake fluid reservoirs with proper labeling and other miscellaneous non- compliance issues.


ZAP and the United States reached a settlement that is incorporated into a Consent Decree that was entered and approved by the U.S. District Court on July 17, 2013.  Pursuant to the Consent Decree, ZAP agreed to initiate a buy-back program whereby it will offer to provide a refund of $3,100 to each eligible MY 2008 ZAP Xebra owner.  The Consent Decree also contains notification and reporting requirements and requires ZAP to take specified actions regarding the disposition of repurchased vehicles and MY 2008 Xebras that remain in ZAP's possession.  In accordance with the Consent Decree, the Company mailed the required notification letters to registered vehicle owners and ZAP Xebra dealers, along with a Refund Request Form.  The repurchase offer extends to 686 vehicles that have been sold by ZAP.


As of December 31, 2014 the Company had deemed 316 vehicle owners eligible for a refund and picked up 315 of the vehicles. The Company had paid out $1,081,159 to owners of the recalled 2008 Xebras as of December 31, 2014.  This amount includes refunds, cost to transport and destroy vehicles, salaries, and other expenses related to the repurchase program.  The period for vehicle owners to qualify for refunds has expired and ZAP believes it has no obligation to issue further refunds.