1 JEFFREY S.

SHINBROT, APLC
Jeffrey S. Shinbrot, Esquire (SBN 155486)
2 8200 Wilshire Blvd., Suite 400
Beverly Hills, CA 90211
3 Telephone: (310) 659-5444
Fax: (310)878-8304
4 Attorney for Defendants California Metal Distributors.
Wolf Metals, Inc., Vincent P. Gioffre, and Douglas Conrado
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UNITED STATES DISTRICT COURT
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CENTRAL DISTRICT OF CALIFORNIA
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WESTERN DIVISION
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10 FEDERAL INSURANCE COMPANY, an Indiana

Case Number: 2:16-cv-09478-R-E
corporation, for itself and as assignee of NIPPON
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STEEL & SUMITOMO METAL U.S.A., INC., a CALIFORNIA METAL DISTRIBUTORS,
12 New York corporation, and WESTERN TUBE & WOLF METALS, INC., VINCENT P.
13 CONDUIT CORPORATION, a California GIOFFRE, AND DOUGLAS CONRADO’S
Corporation, ANSWER TO FEDERAL INSURANCE
14
COMPANY, for itself and as assignee of
15 Plaintiff,
NIPPON STEEL & SUMITOMO METAL
16 U.S.A., INC’s and WESTERN TUBE AND
v.
CONDUIT CORPORATION’S COMPLAINT
17
CALIFORNIA METAL DISTRIBUTORS, a FIRST AMENDED COMPLAINT FOR: (1)
18 California Corporation; WOLF METALS, INC., a BREACH OF CONTRACT; (2) BREACH OF
California Corporation; VINCENT P. GIOFFRE, an FIDUCIARY DUTY; (3) FRAUD –
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individual; and DOUGLAS CONRADO, an INTENTIONAL MISREPRESENTATION; (4)
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individual, inclusive, NEGLIGENT MISREPRESENTATION; (5)
21 CONVERSION; (6) TRESPASS TO
Defendants. CHATTELS; (7) NEGLIGENCE; AND (8)
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SUBROGATION;
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24 CALIFORNIA METAL DISTRIBUTORS,

WOLF METALS, INC., VINCENT P.
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GIOFFRE, AND DOUGLAS CONRADO’S
26 COUNTER-CLAIM AGAINST FEDERAL
27
INSURANCE COMPANY, for itself and as
assignee of NIPPON STEEL & SUMITOMO
28 METAL U.S.A., INC’s and WESTERN TUBE

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 1 AND CONDUIT CORPORATION FOR: (1)
2 (2)(3);

3 AND DEMAND FOR JURY TRIAL

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COMES NOW, Defendants, CALIFORNIA METAL DISTRIBUTORS, WOLF METALS, INC.,
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VINCENT P. GIOFFRE, and DOUGLAS CONRADO’S ANSWER PREMIER REHAB., INC.,
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(“Defendants”) and hereby answer the First Amended Complaint for (1) breach of contract; (2) breach of
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fiduciary duty; (3) fraud – intentional misrepresentation; (4) negligent misrepresentation; (5) conversion;
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(6) trespass to chattels; (7) negligence; and (8) subrogation (the “FAC”) filed in Case Number 2:16-cv-
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09478-R-E, (the “Matter”) by the Plaintiff, FEDERAL INSURANCE COMPANY, an Indiana
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corporation, for itself and as assignee of NIPPON STEEL & SUMITOMO METAL U.S.A., INC., a New
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York corporation, and WESTERN TUBE & CONDUIT CORPORATION, a California Corporation,
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(“the Plaintiff”), as follows (the “Answer”):
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I.
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ANSWER TO COMPLAINT
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1. Answering the allegations of Paragraph 1 of the FAC, Defendants
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do not have sufficient information or belief to enable them to
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answer the allegations of Paragraph 1 of the FAC and, based upon
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such lack of information or belief, Defendants deny, generally and
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specifically, conjunctively and disjunctively, each and all of the
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allegations of Paragraph 5 of the FAC.
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2. Defendants is informed and believes and, based thereon, allege that
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Defendant is not required to affirmatively plead whether this
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Adversary Proceeding is a “core” or “non-core” proceeding.
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Further answering the allegations of Paragraph 1 of the Complaint,
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Defendant does not consent to the entry of a final order or a
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judgment by the Bankruptcy Judge whether this Adversary
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Proceeding is a “core proceeding” or a “non-core proceeding”.
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Further answering the allegations of Paragraph 1 of the Complaint,
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Defendant hereby demands a trial by jury in the District Court of all
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issues triable by jury and Defendant does not consent to the
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Bankruptcy Judge conducting such jury trial.
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2. Answering Defendant does not consent to the entry of a final order or a judgment
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by the Bankruptcy Judge. Further answering the allegations of Paragraph 2 of the Complaint, Defendant
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hereby demands a trial by jury in the District Court of all issues triable by jury and Defendant does not
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consent to the Bankruptcy Judge conducting such jury trial.
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3. Answering the allegations set forth in Paragraph 3 of the Complaint, Defendant is
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informed and believe and, based thereon, alleges that venue of this Adversary Proceeding is proper in the
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United States District Court for the Central District of California as to Defendant.
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4. Answering the allegations of Paragraph 4 of the Complaint, Defendant denies the
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jurisdictional allegations set forth therein and alleges that venue of this Adversary Proceeding is proper in
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the United States District Court for the Central District of California.
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5. Answer the allegations of Paragraph 5 of the Complaint, Defendant does not have
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sufficient information or belief to enable it to answer the allegations of Paragraph 5 of the Complaint and,
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based upon such lack of information or belief, Defendant denies, generally and specifically, conjunctively

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and disjunctively, each and all of the allegations of Paragraph 5 of the Complaint.

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6. Answer the allegations of Paragraph 6 of the Complaint, Defendant does not have

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sufficient information or belief to enable it to answer the allegations of Paragraph 6 of the Complaint and,

22 based upon such lack of information or belief, Defendant denies, generally and specifically, conjunctively

23 and disjunctively, each and all of the allegations of Paragraph 6 of the Complaint.

24 7. Answer the allegations of Paragraph 7 of the Complaint, Defendant does not have

25 sufficient information or belief to enable it to answer the allegations of Paragraph 7 of the Complaint and,

26 based upon such lack of information or belief, Defendant denies, generally and specifically, conjunctively

27 and disjunctively, each and all of the allegations of Paragraph 7 of the Complaint.

28 8. Defendant admits the allegations contained in paragraph 8 of the Complaint.

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9. Defendant admits that it is a corporation doing business in the state of California.
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10. Defendant does not have sufficient information or belief to enable it to answer the
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allegations of Paragraph 10 of the Complaint and, based upon such lack of information or belief,
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Defendant denies, generally and specifically, conjunctively and disjunctively, each and all of the allegations
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of Paragraph 10 of the Complaint.
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11. Defendant does not have sufficient information or belief to enable it to answer the
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allegations of Paragraph 11 of the Complaint and, based upon such lack of information or belief,
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Defendant denies, generally and specifically, conjunctively and disjunctively, each and all of the allegations
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of Paragraph 11 of the Complaint.
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12. Defendant denies, generally and specifically, conjunctively and disjunctively, each
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and all of the allegations of Paragraph 12 of the Complaint.
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13. Defendant does not have sufficient information or belief to enable it to answer the
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allegations of Paragraph 13 of the Complaint and, based upon such lack of information or belief,
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Defendant denies, generally and specifically, conjunctively and disjunctively, each and all of the allegations
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of Paragraph 13 of the Complaint.
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14. Defendant does not have sufficient information or belief to enable it to answer the
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allegations of Paragraph 14 of the Complaint and, based upon such lack of information or belief,

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Defendant denies, generally and specifically, conjunctively and disjunctively, each and all of the allegations

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of Paragraph 14 of the Complaint.

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15. Defendant denies, generally and specifically, conjunctively and disjunctively, each

22 and all of the allegations of Paragraph 15 of the Complaint.

23 16. Defendant does not have sufficient information or belief to enable it to answer the

24 allegations of Paragraph 16 of the Complaint and, based upon such lack of information or belief,

25 Defendant denies, generally and specifically, conjunctively and disjunctively, each and all of the allegations

26 of Paragraph 16 of the Complaint.

27 17. As to paragraph 17 of the Complaint, Defendant re-alleges its previously statesd

28 responses to paragraphs 1 through 16, inclusive.

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18. Defendant denies, generally and specifically, conjunctively and disjunctively, each
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and all of the allegations of Paragraph 18 of the Complaint.
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19. Defendant denies, generally and specifically, conjunctively and disjunctively, each
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and all of the allegations of Paragraph 19 of the Complaint
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20. Defendant denies, generally and specifically, conjunctively and disjunctively, each
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and all of the allegations of Paragraph 20 of the Complaint.
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21. Defendant does not have sufficient information or belief to enable it to answer the
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allegations of Paragraph 21 of the Complaint and, based upon such lack of information or belief,
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Defendant denies, generally and specifically, conjunctively and disjunctively, each and all of the allegations
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of Paragraph 21 of the Complaint.
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22. Defendant does not have sufficient information or belief to enable it to answer the
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allegations of Paragraph 22 of the Complaint and, based upon such lack of information or belief,
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Defendant denies, generally and specifically, conjunctively and disjunctively, each and all of the allegations
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of Paragraph 22 of the Complaint.
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23. Defendant does not have sufficient information or belief to enable it to answer the
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allegations of Paragraph 23 of the Complaint and, based upon such lack of information or belief,
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Defendant denies, generally and specifically, conjunctively and disjunctively, each and all of the allegations

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of Paragraph 23 of the Complaint.

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24. Defendant denies, generally and specifically, conjunctively and disjunctively, each

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and all of the allegations of Paragraph 24 of the Complaint.

22 25. Defendant denies, generally and specifically, conjunctively and disjunctively, each

23 and all of the allegations of Paragraph 25 of the Complaint.

24 26. As to paragraph 26 of the Complaint, Defendant re-alleges its previously stated

25 responses to paragraphs 1 through 16, inclusive.

26 27. Defendant does not have sufficient information or belief to enable it to answer the

27 allegations of Paragraph 27 of the Complaint and, based upon such lack of information or belief,

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Defendant denies, generally and specifically, conjunctively and disjunctively, each and all of the allegations
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of Paragraph 27 of the Complaint.
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28. Defendant denies, generally and specifically, conjunctively and disjunctively, each
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and all of the allegations of Paragraph 28 of the Complaint.
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29. As to paragraph 29 of the Complaint, Defendant re-alleges its previously states
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responses to paragraphs 1 through 16, inclusive.
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30. Defendant denies, generally and specifically, conjunctively and disjunctively, each
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and all of the allegations of Paragraph 30 of the Complaint.
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31. Defendant does not have sufficient information or belief to enable it to answer the
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allegations of Paragraph 31 of the Complaint and, based upon such lack of information or belief,
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Defendant denies, generally and specifically, conjunctively and disjunctively, each and all of the allegations
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of Paragraph 31 of the Complaint.
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32. Defendant denies, generally and specifically, conjunctively and disjunctively, each
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and all of the allegations of Paragraph 32 of the Complaint.
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33. As to paragraph 33 of the Complaint, Defendant re-alleges its previously stated
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responses to paragraphs 1 through 16, inclusive.
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34. Defendant denies, generally and specifically, conjunctively and disjunctively, each

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and all of the allegations of Paragraph 25 of the Complaint.

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35. Defendant does not have sufficient information or belief to enable it to answer the

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allegations of Paragraph 35 of the Complaint and, based upon such lack of information or belief,

22 Defendant denies, generally and specifically, conjunctively and disjunctively, each and all of the allegations

23 of Paragraph 35 of the Complaint.

24 36. Defendant denies, generally and specifically, conjunctively and disjunctively, each

25 and all of the allegations of Paragraph 36 of the Complaint.

26 37. As to paragraph 37 of the Complaint, Defendant re-alleges its previously stated

27 responses to paragraphs 1 through 16, inclusive.

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38. Defendant denies, generally and specifically, conjunctively and disjunctively, each
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and all of the allegations of Paragraph 38 of the Complaint.
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39. Defendant does not have sufficient information or belief to enable it to answer the
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allegations of Paragraph 39 of the Complaint and, based upon such lack of information or belief,
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Defendant denies, generally and specifically, conjunctively and disjunctively, each and all of the allegations
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of Paragraph 39 of the Complaint.
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40. Defendant denies, generally and specifically, conjunctively and disjunctively, each
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and all of the allegations of Paragraph 40 of the Complaint.
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41. As to paragraph 41 of the Complaint, Defendant re-alleges its previously states
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responses to paragraphs 1 through 16, inclusive.
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42. Defendant does not have sufficient information or belief to enable it to answer the
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allegations of Paragraph 42 of the Complaint and, based upon such lack of information or belief,
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Defendant denies, generally and specifically, conjunctively and disjunctively, each and all of the allegations
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of Paragraph 42 of the Complaint.
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43. Defendant denies, generally and specifically, conjunctively and disjunctively, each
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and all of the allegations of Paragraph 43 of the Complaint.
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44. Defendant denies, generally and specifically, conjunctively and disjunctively, each

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and all of the allegations of Paragraph 44 of the Complaint.

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45. Defendant denies, generally and specifically, conjunctively and disjunctively, each

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and all of the allegations of Paragraph 45 of the Complaint.

22 46. As to paragraph 46 of the Complaint, Defendant re-alleges its previously stated

23 responses to paragraphs 1 through 16, inclusive.

24 47. Defendant denies, generally and specifically, conjunctively and disjunctively, each

25 and all of the allegations of Paragraph 47 of the Complaint.

26 48. As to paragraph 48 of the Complaint, Defendant re-alleges its previously stated

27 responses to paragraphs 1 through 16, inclusive.

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49. Defendant denies, generally and specifically, conjunctively and disjunctively, each
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and all of the allegations of Paragraph 49 of the Complaint.
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50. Defendant denies, generally and specifically, conjunctively and disjunctively, each
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and all of the allegations of Paragraph 50 of the Complaint.
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51. As to paragraph 51 of the Complaint, Defendant re-alleges its previously stated
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responses to paragraphs 1 through 16, inclusive.
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52. Defendant denies, generally and specifically, conjunctively and disjunctively, each
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and all of the allegations of Paragraph 52 of the Complaint.
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II.
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AFFIRMATIVE DEFENSES
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FIRST AFFIRMATIVE DEFENSE
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53. As and for affirmative defenses to each and all of the claims for relief alleged in the

15 Complaint, Defendant is informed and believes and, based thereon, alleges that the Plaintiff is not entitled
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to any relief as against Defendant because, at all relevant times and in connection with all relevant
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18 transactions, Defendant, gave value to the Debtor within the meaning of, and to the extent required by,
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applicable law so as to preclude any recovery by the Plaintiff from Defendant.
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21 SECOND AFFIRMATIVE DEFENSE

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54. As and for affirmative defenses to each and all of the claims for relief alleged in the
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Complaint, Defendant is informed and believe and, based thereon, alleges that the Plaintiff is not entitled
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25 to any relief as against Defendant because any transfer to Defendants by the Debtor was a transfer of the
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type described in 11 U.S.C. § 547 (c) (4), that is, a transfer to creditors who thereafter gave new value to
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28 or for the benefit of Debtor.

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 1 THIRD AFFIRMATIVE DEFENSE
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55. As and for affirmative defenses to each and all of the claims for relief alleged in the
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4 Complaint, Defendants are informed and believe and, based thereon, allege that the Plaintiff is not entitled
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to any relief as against Defendants because any transfer to Defendants by the Debtor was a transfer of the
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7 type described in 11 U.S.C. § 547 (c) (1), that is, a transfer intended to be, and in fact, a

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contemporaneous exchange for new value given to the Debtor.
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FOURTH AFFIRMATIVE DEFENSE
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11 56. The transfers referenced in the Complaint were in payment of a debt incurred by
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the Plaintiff in the ordinary course of its business and/or its financial affairs with the Defendants; made in
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14 the ordinary course of the Plaintiff’s business and/or financial affairs with the Defendants and/or were

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made according to ordinary business terms.
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FIFTH AFFIRMATIVE DEFENSE

18 57. As and for affirmative defenses to each and all of the claims for relief alleged in the
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Complaint, Defendant is informed and believes and, based thereon, allege that the Plaintiff is not entitled
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21 to any relief as against Defendants because any such relief is barred by the applicable provisions of 11
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U.S.C. § 546.
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24 SIXTH AFFIRMATIVE DEFENSE

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58. As and for affirmative defenses to each and all of the claims alleged in the
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Complaint, Defendant is informed and believes and, based thereon, alleges that any and all claims for
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 1 relief alleged in the Complaint were extinguished, by operation of applicable law, prior to the filing of the
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Complaint pursuant to, among other applicable bankruptcy law.
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4 SEVENTH AFFIRMATIVE DEFENSE

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59. As and for affirmative defenses to each and all of the claims for relief alleged to the
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7 Complaint, Defendants are informed and believe and, based thereon, allege that the Plaintiff is not entitled

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to any relief as against Defendants because any transfers by the Plaintiff to the Defendants were taken by
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Defendants in good faith and for value within the meaning of 11 U.S.C. § 550 and other applicable law.
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11 EIGTH AFFIRMATIVE DEFENSE

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[New Value]
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14 60. Defendants, and each of them, gave new value to the Plaintiff after the transfers

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referenced in the Complaint.
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NINTH AFFIRMATIVE DEFENSE

18 [Subsequent Advance Rule]

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61. Defendants, and each of them, extended credit and/or shipped goods subsequent to
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21 the transfers referenced in the Complaint, which must be applied against any alleged preferential payment
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III.
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24 PRAYER FOR RELIEF

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WHEREFORE, Defendant prays that the Plaintiff take nothing by the Complaint as
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against Defendant, for an Order awarding to Defendant their costs of suit incurred herein, and for such
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28 other and further relief as may be determined to be just and proper in the premises.

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Respectfully submitted this 4th day of April, 2016.

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JEFFREY S, SHINBROT, APLC
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7 Jeffrey S. Shinbrot, Esquire

Counsel to Defendant
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