Amended complaint against Thomas Scott In Nashville TN By Former Partners
DOCKET NO. 22-1256, CHANCELLOR MARTIN BUSINESS COURT
v.
VERIFIED FIRST AMENDED COMPLAINT
Plaintiffs, Leiby “Leo” Goldberger (“Goldberger”), Curt Swanson (“Swanson”), Home Based Franchise Group, LLC; Dryer Vent Squad Franchising, LLC; Frost Shades Franchising, LLC; Magnetainment Franchising, LLC; and Clozetivity Franchising, LLC (collectively referred to as “Plaintiffs”) complain of the wrongful actions of Defendants Thomas J. Scott (“Scott”); Brand Journalists, LLC (“Brand Journalists”); Home Run Franchising, LLC (“Home Run”); Lighting Squad Franchising, LLC (“Lighting Squad Franchising”); Up Closets Franchising, LLC (“Up Closets”); Dryer Vent Superheroes Franchising, LLC (“Dryer Vent Superheroes”); Lifestyle Window Films Franchising, LLC (“Lifestyle”); and Pelican Franchising, LLC (“Pelican”) (collectively referred to hereinafter as “Defendants”). Plaintiffs seek preliminary and permanent injunctive relief, and monetary relief as follows:
I. PARTIES
Plaintiffs
1. Home Based Franchise Group, LLC (“HBFG”) is the parent company of various franchise brands of home service concepts, including Dryer Vent Squad Franchising, LLC (“Dryer Vent Squad”); Frost Shades Franchising, LLC (“Frost Shades”); Clozetivity Franchising LLC (“Clozetivity”); and Magnetainment Franchising, LLC (collectively referred to hereinafter as “Brand LLCs”).
2. HBFG is a Tennessee limited liability company which had three members, each owning 1/3 of the entity: Goldberger, Swanson, and Thomas Scott (“Scott”). Scott voluntarily withdrew and surrendered his membership share on November 21, 2022. HBFG’s principal place of business is in New Jersey but was formerly located in Nashville, Tennessee.
3. Clozetivity is a Tennessee limited liability company that was established on June 15, 2021 and maintains its principal place of business in New Jersey but was formerly located in Nashville, Tennessee. Goldberger and Swanson are the sole members of Clozetivity. Scott was a one-third member until he voluntarily withdrew and surrendered his membership share on December 12, 2022.
4. Clozetivity sells, develops, and supports independently owned businesses that operate under the Clozetivity brand, trademarks, and proprietary system of operations. A Clozetivity franchised business designs, sells, and installs closet systems and organizational units for homes, home offices, garages, and other residential and commercial spaces, and sells related services and products.
5. Dryer Vent Squad is a Tennessee limited liability company that was established on October 28, 2020 and maintains its principal place of business in New Jersey but was formerly located in Nashville, Tennessee. Goldberger and Swanson are the sole members of Dryer Vent Squad. Scott was a one-third member until he voluntarily withdrew and surrendered his membership share on December 12, 2022.
6. Dryer Vent Squad sells, develops, and supports independently owned businesses that operate under the Dryer Vent Squad brand, trademarks, and a proprietary system of operations. A Dryer Vent Squad franchise business offers services related to the installation, repair, cleaning, and sale of dryer vents, bathroom vents, kitchen vents, appliances, exhaust vents, air movement systems, and hoses.
7. Frost Shades is a Tennessee limited liability company that was formed on October 28, 2020, and maintains its principal place of business in New Jersey, but was formerly located in Nashville, Tennessee. Goldberger and Swanson are the sole members of Frost Shades. Scott was a one-third member until he voluntarily withdrew and surrendered his membership share on December 12, 2022.
8. Frost Shades sells, develops, and supports independently owned businesses that operate under the Frost Shades brand, trademarks, and proprietary system of operations. A Frost Shades franchised business sells and installs window tinting in commercial and residential properties.
9. Magnetainment is a Tennessee limited liability company that was formed on October 28, 2020 and maintains its principal place of business in New Jersey but was formerly located in Nashville, Tennessee. Goldberger and Swanson are the sole members of Magnetainment. Scott was a one-third member until he voluntarily withdrew and surrendered his membership share on December 12, 2022.
10. Magnetainment sells, develops, and supports independently owned businesses that operate under the Magnetainment brand, trademarks, and proprietary system of operations the brand. A Magnetainment franchised business sells customized magnets for company events and special occasions.
11. Goldberger is an individual residing in the State of New Jersey.
12. Swanson is an individual residing in the State of New York. The Defendants
13. Scott is an individual residing in the State of Tennessee.
14. Brand Journalists was a Tennessee limited liability company which maintained its principal place of business at 3212 West End Avenue, Suite 201, Nashville, TN 37203-5835. Upon information and belief, Scott was the sole member, founder, and Chief Executive Officer of Brand Journalists until he sold the company. As a vendor to HBFG and the Brand LLCs, Brand Journalists provided various marketing and business development resources. These services included, but were not limited to, creating and maintaining the websites, call management, and Intranet systems owned by HBFG and the Brand LLCs, which were provided to the Brand LLC’s franchisees.
15. Home Run is a Tennessee limited liability company formed on August 11, 2022 and maintains its principal place of business at 3212 West End Avenue, Suite 201, Nashville, TN 37203-5835. Upon information and belief, Scott is the sole member, founder, and Chief Executive Officer of Home Run Franchising, LLC.
16. Lighting Squad Franchising is a Tennessee limited liability company formed on October 25, 2022 and maintains its principal place of business located at 3212 West End Avenue, Suite 201, Nashville, TN 37203-5835. Upon information and belief, Scott is the sole member of Lighting Squad Franchising, LLC.
17. Up Closets is a Tennessee limited liability company formed on December 1, 2022 and maintains its principal place of business at 3212 West End Avenue, Suite 201, Nashville, TN 37203-5835. Upon information and belief, Scott is the sole member of Up Closets.
18. Dryer Vent Superheroes is a Tennessee limited liability company formed on December 1, 2022 and maintains its principal place of business at 3212 West End Avenue, Suite 201, Nashville, TN 37203-5835. Upon information and belief, Scott is the sole member of Dryer Vent Superheroes.
19. Lifestyle was a Tennessee limited liability company formed on December 12, 2022 and maintains its principal place of business at 3212 West End Avenue, Suite 201, Nashville, TN 37203-5835. Upon information and belief, Scott was the sole member of Lifestyle.
20. Pelican is a Tennessee limited liability company formed in June 2016 by Scott and maintains its principal place of business at 3212 West End Avenue, Suite 201, Nashville, TN 37203- 5835. Upon information and belief, Scott is the sole member of Pelican.
II. JURISDICTION AND VENUE
21. This Court has jurisdiction over Defendants because each engaged in substantial and continuous business operations in Tennessee, which caused injuries to Plaintiffs, during the relevant time periods, and each Defendant domiciled in Tennessee
22. Venue is proper because Defendants are located in Davidson County.
23. The Business Court has jurisdiction over this matter because the First Amended Complaint was filed after May 1, 2017; the First Amended Complaint alleges at least $250,000 compensatory damages and asserts claims seeking declaratory relief; the case relates to the internal affairs of limited liability companies, including the rights or obligations between or among members, or the liability or indemnity of officers, directors, managers, trustees or partners; and the case involves claims of breach of contract, fraud, misrepresentation, breach of fiduciary duty or statutory violations between businesses arising out of business transactions or relationships.
III. FACTS
A. Plaintiffs’ Businesses and their Valuable Customer Relationships and Goodwill
24. HBFG is the parent company of various franchise brands of home service concepts, including Dryer Vent Squad; Frost Shades; Clozetivity; and Magnetainment (“Brand LLCs”). HBFG helps people start and develop low-cost home-based franchises.
25. In or around October 20, 2020, Scott and Goldberger entered into a Stockholders Agreement wherein they agreed to form and operate the following companies: Frost Shades, Dryer Vent Squad, and Magnetainment (“October 2020 Agreement”). A true and correct copy of the October 2020 Agreement is attached as Exhibit 1.
26. Pursuant to the October 2020 Agreement, on or around October 28, 2020, the parties formed the following limited liability companies: Dryer Vent Squad; Frost Shades; and Magnetainment. The franchising business established by the October 2020 Agreement and comprised of these three brands would later become HBFG.
27. Goldberger and Scott were the sole members of Dryer Vent Squad; Frost Shades; and Magnetainment from the time of their formation until July 2021 when Swanson purchased an ownership interest in each of the Brand LLCs.
28. Pursuant to the October 2020 Agreement, Defendant Scott agreed “to create two websites for each brand … at no charge (the sites will include a consumer site, a franchise website, plus proper videos and marketing brochures. [sic]” See Ex. 1, October 2020 Agreement, § 4.2.
29. Defendant Scott utilized Brand Journalists to make the websites, videos, and marketing brochures set forth in the October 2020 Agreement.
30. Clozetivity was formed in June 2021 and became one of the Brand LLCs. From its initial formation, its members were Goldberger, Swanson, and Scott.
31. In or around July 2021, Goldberger, Swanson, and Scott created HBFG to operate the combined business of the Brand LLCs which then began to operate under the HBFG “umbrella.”
32. In or around July 2021, Swanson purchased 1/3 of HBFG’s shares and a 1/3 interest in the Brand LLCs, paying $500,000 to Goldberger and $500,000 to Scott.
33. Goldberger, Swanson, and Scott continued to operate the businesses pursuant to the October 2020 Agreement.
34. On or about January 27, 2022, HBFG was legally formed in the State of Tennessee.
35. On or about May 17, 2022, Goldberger, Swanson, and Scott entered into an updated Stockholders Agreement (“May 2022 Agreement”). A true and correct copy the Stockholders Agreement, dated May 17, 2022, is attached as Exhibit 2.
36. Section 4.1 of the May 2022 Agreement provides: Contributions. It is hereby agreed and acknowledged that Leo Goldberger, Thomas Scott and Curt Swanson have each contributed to the Company on or prior to the date hereof for the preservation of assets of the Home Based Franchise Group, Dryer Vent Squad, Frost Shades, Magnetainment, Clozetivity, The Turf Boys, Move In Klean, and Comfort IV AND all the future business brands that will be under the Home Based Franchise Group umbrella. See Ex. 2, May 2022 Agreement, at 17-18 (emphasis in original).
37. The signature block for the May 2022 Agreement also includes Dryer Vent Squad, Frost Shades, Magnetainment, Clozetivity, The Turf Boys, Move In Klean, and Comfort IV under Home Based Franchise Group. See Ex. 2, May 2022 Agreement, at 33.
38. Goldberger was HBFG’s President and Chief Executive Officer. Swanson was HBFG’s Treasurer and Chief Experience Officer. Scott was HBFG’s Secretary and Chief Operating Officer (“COO”).
39. HBFG and the Brand LLCs engaged Brand Journalists to provide various marketing and business development resources to HBFG and the Brand LLCs.
B. Scott’s Critical Role with the Brand LLCs and as HBFG’s Co-Founder and COO
40. Prior to co-founding HBFG with Goldberger and Swanson, Scott was a 50% owner and on the Board of Directors of the “Companies”, defined in the 2020 Stockholders Agreement to include Magnetainment, Dryer Vent Squad, and Frost Shades. See Ex. 1, October 2020 Agreement, § 2.1.
41. Scott thereafter co-founded HBFG with Goldberger and Swanson. As co-founder and COO of HBFG, and under the 2020 Agreement and 2022 Stockholders Agreement, Scott oversaw the day-to-day business operations of HBFG and the Brand LLCs, franchise support and training, franchise lead generation, sales, and development.
42. As COO, Scott hired multiple family members and friends as employees and independent contractors of HBFG, the Brand LLCs, and the Companies.
43. As COO, Scott extended preferential terms and conditions to his family members and friends who entered into franchise agreements with the Brand LLCs or the Companies, including reducing and in some cases waiving franchise fees
44. Plaintiffs entrusted Scott with the responsibility and opportunity to work directly with their existing franchisees and to maintain those relationships and further provided Scott the means and authority to cultivate and develop new profitable franchisee relationships for HBFG, the Brand LLCs, and the Companies.
45. Commensurate with his authority and responsibilities, Plaintiffs provided Scott with access to various forms of confidential, proprietary, and trade-secret information in the course of his tenure. For example, that non-public information included customer-specific pricing, unique customer needs and preferences, job bids, purchase orders, revenue and cost data, financial reports, and business strategies. This information is highly valuable to HBFG and the Brand LLCs’ business, is not generally known or available to others in the franchising industry and would be highly useful to a competitor if disclosed.
C. Scott Defaulted on His Loan from Goldberger
46. Scott financed the purchase of his membership interest in the Brand LLCs for $600,000.00 (the “Initial Investment”) with an interest-free loan from Goldberger. Scott agreed to repay the loan over five years in equal monthly installments according to Section 4.2 of the October 2020 Agreement. See Ex. 1, October 2020 Agreement, § 4.2. A true and correct copy of the Payment Schedule is attached as Exhibit 3.
47. Scott remitted monthly loan payments to Goldberger consistently until he failed to remit payments beginning on September 1, 2022.
48. Scott has a $375,000.00 balance on his loan from Goldberger. See Ex. 3.
D. Scott Breached the October 2020 Agreement by Entering into a Commercial Lease on Behalf of HBFG
49. Pursuant to the October 2020 Agreement, certain actions require a majority vote of the Board of Directors, including § 2.2(b), which states that “the Board of Directors… shall have the sole right, power and authority by Majority Vote to: (ix) approve any lease that requires an aggregate rental and other expenditures over the term thereof in excess of seventy-five thousand dollars ($75,000.00).” See Ex. 1, October 2020 Agreement, § 2.2(b)(ix).
50. On or about July 28, 2021, Scott, on behalf of HBFG and without the approval from the Board of Directors violated § 2.2(b)(ix) of the October 2020 Agreement by entering into a ten-year lease agreement for a warehouse building located at 1823 Charlotte Avenue, Nashville, Tennessee (the “Warehouse”) with an annual rent commitment ranging from $84,000.00 in the first year to $107,527.10 in the tenth year (“Warehouse Lease”). A true and correct copy of the Warehouse Lease dated May 17, 2022, is attached as Exhibit 4.
51. The Warehouse Lease names HBFG as “Lessee.” See Ex. 4, Warehouse Lease, ¶ 1.
52. Upon information and belief, despite HBFG being named as Lessee, Scott’s expectation when signing the Warehouse Lease was that HBFG, the Brand LLCs, and his companies, Brand Journalists and Pelican, would utilize the Warehouse. Brand Journalists and Pelican are not named as lessees in the Warehouse Lease.
E. Scott Breached the May 2022 Agreement and His Duties to the LLCs, Goldberger, and Swanson
53. When Scott signed the October 2020 and May 2022 Agreements, he agreed to “discharge such Director’s duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner such Director reasonably believes to be in the Company’s best interest.” See Ex. 1, October 2020 Agreement, § 2.4 and Ex. 2, May 2022 Agreement, § 2.4.
54. Goldberger and Swanson learned that, between December of 2021 and July of 2022, that Scott had engaged in wide-ranging misconduct that caused damage to HBFG and the Brand LLCs, including the following:
a. Scott engaged in self-dealing and blurred the lines between Brand Journalists, HBFG, and the Brand LLCs.
b. Scott entered into contracts with vendors without a majority vote of the Board of Directors.
c. Scott commingled funds during his tenure as COO, transferring funds to and from Scott’s personal and business bank accounts and HBFG’s accounts without clear accounting, and made repeated payments to himself and Brand Journalists that were not approved by HBFG’s Board of Directors or otherwise associated with HBFG’s business operations.
d. Scott diverted and/or usurped business opportunities from HBFG and the Brand LLCs by, for example, having his company Pelican lease vans to HBFG and Brand LLC franchisees for a profit which was not shared with HBFG or the Brand LLCs.
e. Scott undermined Goldberger and Swanson’s authority by telling employees and independent contractors that Scott was the one in charge of the business, and to ignore Goldberger and Swanson’s instructions regarding the business.
55. After providing notice to all members of HBFG and the Brand LLCs, including Scott, HBFG held a membership meeting on July 7, 2022, during which a majority of the members passed a resolution relieving Scott of his duties as HBFG’s COO and his position as a director. Scott was also relieved of his duties with the Brand LLCs.
56. While Scott was relieved of his duties as COO and director, he retained his shares in HBFG and the Brand LLCs until he relinquished those shares as discussed above.
F. Scott continued to Breach the May 2022 Agreement and His Duties to the LLCs, Goldberger, and Swanson After His Removal as CEO.
57. Prior to relinquishing his shares in HBFG, Scott formed a business, Home Run, which directly competes with HBFG. A true and correct copy of the record of Tennessee’s Secretary of State evidencing the creation of Home Run on August 11, 2022, is attached as Exhibit 5.
58. Upon information and belief, when forming Home Run Franchising, Scott intentionally chose a name that is similar to that of Home Based Franchise Goods (“Home Run” v. “Home Base”).
59. According to its website, Home Run provides managed franchised services to businesses in home services industries. A true and correct copy of portions of Home Run Franchise’s website as it appeared on November 28, 2022 according to the Way Back Machine located at archive.org is attached as Exhibit 6.
60. Home Run can be found on the Internet at www.homerunfranchises.com. Scott is identified as Home Run’s Founder and CEO. See id.
61. Both HBFG and Home Run provide services related to obtaining and managing franchises in the home services industry, and as a result, HBFG and Home Run are direct competitors.
62. Home Run’s homepage, www.homerunfranchises.com, previously utilized the same stock photo and, in some paragraphs, the exact same language as HBFG’s homepage, which is located at https://homebasedfranchisegroup.com. A true and correct copy of portions of HBFG’s website accessed on December 30, 2022 are attached as Exhibit 7.
63. HBFG hired Defendant Brand Journalists to design HBFG’s website.
64. Upon information and belief, Defendant Brand Journalists or Defendant Scott, in creating Home Run’s website, made slight modifications to HBFG’s website and utilized HBFG’s content without permission. See Exs. 6-7.
65. In October 2020, Goldberger and Scott agreed that all franchise business concepts that they each conceived or created would be shared equally.
66. When Swanson partnered with Goldberger and Scott in 2021, he, too, agreed that all franchise business concepts that they each conceived or created would be shared equally between the three of them.
67. According to the website, one of Home Run’s brands is identified as The Lighting Squad. A true and correct copy of a portion of Home Run’s website, https://homerunfranchises.com/our-brands/, is attached as Exhibit 8.
68. According to the website, another of Home Run’s brands is identified as Water Heater Rx. See id.
69. Both The Lighting Squad and Water Heater Rx were business concepts identified and developed by the Goldberger, Swanson, and Scott partnership in 2021.
70. In October 2021, Kayla Ryan, a now-former HBFG employee and the now-former President of Plaintiff Magnetainment -- and also Defendant Scott’s daughter -- created The Lighting Squad’s logo and branding on behalf of HBFG.
71. In October 2021, Kayla Ryan, on behalf of HBFG, created a file of photos of fellow HBFG employees and independent contractors to use for The Lighting Squad’s advertising.
72. Despite the fact that The Lighting Squad was an HBFG business concept, on October 5, 2021, Scott purchased the domain names thelightingsquad.com and thelightingsquadfranchise.com. Scott never informed his co-members, Goldberger and Swanson, that he purchased the domain names. They first learned of the purchase after he was removed from his duties with HBFG and the Brand LLCs. True and correct copies of WHOIS Database search results for thelightingsquad.com and thelightingsquadfranchise.com are attached as Exhibit 9.
73. On October 25, 2022, Scott formed Lighting Squad Franchising and Scott is the sole member. A true and correct copy Tennessee State Department’s record for Lighting Squad Franchising, dated October 25, 2022, is attached as Exhibit 10.
74. On October 5, 2022, Defendant Scott and/or Defendant Lighting Squad Franchising purchased the domain name lightingsquad.com. A true and correct copy of WHOIS Database search results for lightingsquad.com is attached as Exhibit 11.
75. Upon information and belief, Defendant Scott has used one or more of the photos from the HBFG file on Lighting Squad Franchising’s webpage.
76. In 2021, Swanson brought his idea to develop the “Water Heater Rx” business concept to Goldberger and Scott. Swanson’s concept for Water Heater Rx was to develop and franchise a business that provides water heater replacement and related services to homeowners.
77. During 2021 and early 2022, Goldberger, Swanson, and Scott discussed the Water Heater Rx concept.
78. On June 19, 2022, while a member of HBFG and the Brand LLCs, Scott purchased the domain name waterheaterrx.com. A true and correct copy of WHOIS Database search result for waterheaterrx.com is attached as Exhibit 12.
79. According to its website, www.homerunfranchises.com, Home Run claims Water Heater Rx as one of its franchise brands.
80. The Water Heater Rx news and blog page is located at https://waterheaterrx.com/news-and- blog/ and contains the same graphics and layout as The Turf Boys website that Plaintiffs paid Brand Journalists to design. True and correct copies of screenshots of the Water Heater Rx and The Turf Boys websites are attached as Exhibit 13.
G. Scott Breached the May 2022 Agreement and His Duties to the LLCs, Goldberger and Swanson by Forming Companies that Directly Compete with HBFG and the Brand LLCs, and Aiding Franchisees in Breaching their Franchise Agreements
1. Scott, Home Run and Up Closets Compete with Clozetivity and Interfere with Clozetivity’s Franchise Relationships
81. Clozetivity was formed in June 2021 and became one of the Brand LLCs. From its initial formation, its members were Goldberger, Swanson, and Scott.
82. Clozetivity sells, develops, and supports independently owned businesses that operate under the Clozetivity brand, trademarks, and proprietary system of operations. A Clozetivity franchised business designs, sells, and installs closet systems and organizational units for homes, home offices, garages, and other residential and commercial spaces, and sells related services and products.
83. In December 2022, Plaintiffs learned that on September 14, 2022, Defendant Scott and/or Defendant Home Run purchased the domain name upclosets.com. A true and correct copy of WHOIS Database search result for upclosets.com is attached as Exhibit 16.
84. On October 27, 2022, Up Closets filed paperwork to form a Tennessee limited liability company, which was officially formed on December 1, 2022. A true and correct copy of Filing Information Form for Up Closets from the State of Tennessee is attached as Exhibit
85. Up Closets has one member and, upon information and belief, that member is Scott.
86. On November 7, 2022, Home Run applied for a trademark for “Up Closets”. A true and correct copy of the subject TESS database search result obtained on December 7, 2022, is attached as Exhibit 18.
87. Up Closets is a direct competitor of Clozetivity, offering franchise services, namely, offering business management assistance in the establishment and operation of custom closet design and installation businesses.
88. Upon information and belief, Up Closets utilizes the same artificial intelligence used by Clozetivity to design closets on the spot in a first meeting with customers, which is advertised to franchisees as a unique service in the industry.
89. On or about September 11, 2021, Angie Scott (the wife of Defendant Scott) entered into a Franchise Agreement with Plaintiff Clozetivity to own and operate a Clozetivity franchise, Clozetivity of Nashville. A true and correct copy of Angie Scott’s Clozetivity Franchise Agreement dated September 11, 2021 is attached as Exhibit 19.
90. On December 6, 2022, Angie Scott changed the name of Clozetivity of Nashville to “Up Closets of Nashville” on the Facebook business page that was formerly used to advertise Clozetivity of Nashville. A true and correct copy of true portions of the Facebook business page that was formerly devoted to Angie Scott’s Clozetivity of Nashville location is attached as Exhibit 20.
91. On or about December 6, 2022, Angie Scott began to advertise Up Closets of Nashville on the website https://upclosets.com/.
92. Upon information and belief, Scott by himself, or through Defendants Home Run and/or Up Closets, endorsed and assisted his wife, Angie Scott, with breaching her franchise agreement with Clozetivity by changing the name of Clozetivity of Nashville to Up Closets of Nashville.
93. Upon information and belief, Up Closets is providing Angie Scott (the wife of Defendant Scott) with franchise services and business management assistance for her closet installation franchise.
94. Angie Scott’s Facebook Up Closets page noted the business was “formerly known as Clozetivity.”
95. Upon information and belief, the only thing that changed when Angie Scott’s Clozetivity became Up Closets is the name, the process, suppliers, marketing, etc., remained the same.
96. Scott’s daughter, Kayla Ryan, was the VP of Marketing for HBFG and Clozetivity, Dryer Vent Squad and Frost Shades from August 2020-June of 2022, whose advertising, upon information and belief, focused on Facebook.
97. Ryan was hired as Up Closets’ VP of Marketing whose advertising, upon information and belief, focused on Facebook.
98. Brian Tyrell, now Kayla Ryan’s husband, was the brand manager of Clozetivity from November 2021-July 2022, overseeing training, support and business coaching for franchises, and, upon information and belief, was hired for the same role at Up Closets.
99. Upon information and belief, Brand Journalists designed and launched Up Closets’ website and logo.
100. Upon information and belief, Defendants Scott, Brand Journalists, Home Run, and Up Closets are each a participant in the ongoing unauthorized use of Clozetivity’s franchise model, procedures, and documents that Defendants have no rights to utilize.
2. Scott, Home Run and Dryer Vent Superheroes Compete with Dryer Vent Squad and Interfere with Dryer Vent Squad’s Franchise Relationships
101. Dryer Vent Squad is a Tennessee limited liability company that was established on October 28, 2020 and maintains its principal place of business in New Jersey but was formerly located in Nashville, Tennessee. Goldberger and Swanson are the sole members of Dryer Vent Squad. Scott was a one-third member until he voluntarily withdrew and surrendered his membership share on December 12, 2022.
102. Dryer Vent Squad sells, develops, and supports independently owned businesses that operate under the Dryer Vent Squad brand, trademarks, and proprietary system of operations. A Dryer Vent Squad franchise business offers services related to the installation, repair, cleaning, and sale of dryer vents, bathroom vents, kitchen vents, appliances, exhaust vents, air movement systems, and hoses.
103. Upon information and belief, Dryer Vent Superheroes was incorporated by Scott on December 1, 2022, in Tennessee. Exhibit 23.
104. Scott chose the name Dryer Vent Superheroes to trade on Dryer Vent Squad’s goodwill.
105. Dryer Vent Superheroes has one member and, upon information and belief, that member is Scott.
106. Dryer Vent Superheroes is a direct competitor of Dryer Vent Squad.
107. Dryer Vent Squad of New Orleans is a franchise owned and operated by Aaron Cotton, the domestic partner of Scott’s daughter, Sophia Giordano-Scott.
108. On or about November 30, 2021, Aaron Cotton, in his personal capacity, entered into a Franchise Agreement with Plaintiff Dryer Vent Squad. A true and correct copy of the Aaron Cotton’s Dryer Vent Squad Franchise Agreement dated November 30, 2021 is attached as Exhibit 24.
109. On or about December 2, 2022, Dryer Vent Squad of New Orleans announced on its Facebook business page that it had changed its name to “Dryer Vent Superheroes of New Orleans.” The post also states, “Previously Known as Dryer Vent Squad.” A true and accurate copy of portions of the Facebook business page that was formerly devoted to Aaron Cotton’s Dryer Vent Squad location is attached as Exhibit 25.
110. Upon information and belief, Scott by himself, or through Defendants Home Run and/or Dryer Vent Superheroes, endorsed and assisted Aaron Cotton with breaching his franchise agreement with Dryer Vent Squad by changing the name of Dryer Vent Squad of New Orleans to Dryer Vent Superheroes of New Orleans.
111. Defendants Scott, Home Run, and Dryer Vent Superheroes and their franchisees and/or affiliates are not authorized to use the Dryer Vent Squad Mark.
112. Upon information and belief, Brand Journalists designed the Dryer Vent Squad of New Orleans’ name change announcement and otherwise assisted and supported Cotton’s breach of the subject franchise agreement, and, other than a name change, the franchise continued on in the same manner as when operated as a Dryer Vent Squad.
113. Scott “liked” the Facebook post announcing the name change from Dryer Vent Squad of New Orleans to Dryer Vent Superheroes of New Orleans, thereby endorsing the name change. A true and correct screenshot of the Facebook page of Dryer Vent Superheroes of New Orleans announcing Dryer Vent Squad of New Orleans’ name change is attached as Exhibit 26.
114. Upon information and belief, Dryer Vent Superheroes is providing Aaron Cotton with franchise services and business management assistance for his dryer vent service franchise.
115. On September 10, 2021, Will Farris executed a franchise agreement with Plaintiff Dryer Vent Squad to own and operate a Dryer Vent Squad franchise in Rutherford County, Tennessee. A true and correct copy of Will Farris’s Dryer Vent Squad Franchise Agreement dated September 10, 2021, is attached as Exhibit 27.
116. On or about December 2, 2022, Dryer Vent Squad of Rutherford County announced on Facebook that it had changed its name to Dryer Vent Super Heroes of Middle Tennessee. The post also states, “Previously Known as Dryer Vent Squad.” A true and accurate copy of portions of the Facebook business page that was formerly devoted to Will Farris’ Dryer Vent Squad location is attached as Exhibit 28.
117. Upon information and belief, Scott by himself, and/or through Home Run and/or Dryer Vent Superheroes, endorsed and assisted Will Farris with breaching his franchise agreement with Dryer Vent Squad by changing the name of Dryer Vent Squad of Rutherford County to Dryer Vent Super Heroes of Middle Tennessee.
118. Upon information and belief, Dryer Vent Superheroes is providing Will Farris with franchise services and business management assistance for his dryer vent service franchise.
119. Defendants Scott, Brand Journalists, Home Run, and Dryer Vent Superheroes are each a participant in the ongoing unauthorized use of Dryer Vent Squad’s procedures, manuals, and business processes.
120. Upon information and belief, Brand Journalists designed the Dryer Vent Squad of Rutherford County name change announcement and otherwise assisted and supported Farris’ breach of the subject franchise agreement.
121. Upon information and belief, upon changing from a Dryer Vent Squad franchise to a Dryer Vent Superheroes franchise, Cotton and Farris’ franchises continued to use the same processes, procedures, and marketing.
3. Scott, Home Run and Lifestyle Compete with Frost Shades and Interfere with Frost Shades’ Franchise Relationships
122. Frost Shades is a Tennessee limited liability company that was formed on October 28, 2020, and maintains its principal place of business in New Jersey, but was formerly located in Nashville, Tennessee. Goldberger and Swanson are the sole members of Frost Shades. Scott was a one-third member until he voluntarily withdrew and surrendered his membership share on December 12, 2022.
123. Frost Shades sells, develops, and supports independently owned businesses that operate under the Frost Shades brand, trademarks, and proprietary system of operations. A Frost Shades franchised business sells and installs window tinting in commercial and residential properties.
124. On December 6, 2022, Defendant Scott and/or Defendant Home Run purchased the domain name lifestylewindowfilms.com. A true and correct copy of the WHOIS Database search result for lifestylewindowfilms.com is attached as Exhibit 30.
125. Lifestyle was officially formed on December 12, 2022. A true and correct copy of a Filing Information Form for Lifestyle from the State of Tennessee is attached as Exhibit 32.
126. Lifestyle has one member and, upon information and belief, that member is Defendant Scott.
127. Lifestyle, which provides window tints/films is a direct competitor of Frost Shades.
128. Plaintiffs Frost Shades and HBFG paid Brand Journalists to design a new Frost Shades website.
129. A review of the website, lifestylewindowfilms.com, demonstrates that Lifestyle used Frost Shades’ website to build the Lifestyle website. More specifically, the News & Blog page contains references to Frost Shades and Frost Shades’ phone number. True and correct copies of portions of the Lifestyle website located at lifestylewindowfilms.com are attached as Exhibit 33.
130. Clicking on the social media icons of LinkedIn, Twitter, Instagram, and Facebook displayed on the Lifestyle website opens up Frost Shades’ LinkedIn, Twitter, Instagram, and Facebook pages. True and correct copy of portions of Frost Shades’ LinkedIn, Twitter, Instagram, and Facebook pages are attached as Exhibit 34.
131. On May 12, 2021, Kane Scott, in his personal capacity, entered into a Franchise Agreement with Plaintiff Frost Shades. Defendant Scott executed the Franchise Agreement on behalf of Frost Shades. A true and correct copy of Kane Scott’s Frost Shades Franchise Agreement dated May 12, 2021 is attached as Exhibit 35.
132. Upon information and belief Kane Scott is a relative of Defendant Scott.
133. Pursuant to the Franchise Agreement, Kane Scott owns and operates Frost Shades of Nashville. See id.
134. Kane Scott and Jodi Scott currently offer window tinting services through Lifestyle and a webpage located at https://lifestylewindowfilms.com/nashville-east/. True and correct copies of portions of Kane Scott’s website located at https://lifestylewindowfilms.com/nashville-east/ are attached as Exhibit 36.
135. The website at https://lifestylewindowfilms.com/nashville-east/ contains an image of Kane Scott and Jodi Scott posing in front of a van with Frost Shades’ Mark and logo. See Ex. 36.
136. Upon information and belief, as of December of 2022, clicking on the “Franchise Opportunities” tab on the Nashville East Lifestyle’s website opened up Frost Shades’ website.
137. Upon information and belief, Scott by himself, or through Defendants Home Run and/or Lifestyle, endorsed and assisted Kane Scott with breaching his franchise agreement with Frost Shades by offering and advertising window tinting services in the Nashville area on Lifestyle’s webpage located at https://lifestylewindowfilms.com/nashville-east/.
138. Defendants Scott, Home Run, and Lifestyle and their franchisees and/or affiliates are not authorized to use the Frost Shades procedures, manuals, and business processes.
139. Upon information and belief, upon changing from a Frost Shades franchise to a Lifestyle franchise, Kane Scott’s franchise continued to use the same processes, procedures, and marketing.
H. Defendant Scott Continues His Tortious Conduct
140. Until approximately 9:24 a.m. on December 6, 2022, Defendant Scott and Plaintiff Goldberger were the only administrators for HBFG’s LinkedIn account.
141. On or before 9:08 a.m. on December 6, 2022, almost three weeks after he withdrew from membership in HBFG, Defendant Scott, individually and via Brand Journalists, deactivated HBFG’s LinkedIn page.
142. On or before 9:08 a.m. on December 6, 2022, Defendant Scott deleted two years’ worth of valuable content posts from HBFG’s LinkedIn page. A true and correct copy of the transcript of an Internet chat between Leiby Goldberger and a LinkedIn representative is attached as Exhibit 39.
143. Defendant Scott used Defendant Brand Journalists as a tool and alter-ego of himself in continuing to employ tactics of financial harm and tortious conduct in an attempt to destroy HBFG and the Brand LLC’s business and further his own interests and those of the companies he formed to compete with Plaintiffs.
144. After his removal as COO, Defendant Scott, by himself and through others, including but not limited to Defendant Brand Journalists, Up Closets, and Dryer Vent Superheroes, engaged in a series of targeted attacks against HBFG and the Brand LLCs. Defendants Scott, Brand Journalists, Up Closets, and Dryer Vent Superheroes’ attacks include, but are not limited to, the following:
a. Interfering with the Frost Shades Intranet to the point that it became non- operational;
b. Manipulating the Frost Shades website so that Defendant Scott’s photo appeared next to each of the individuals listed on the Frost Shades’ leadership page;
c. Cutting off HBFG’s and the Brand LLCs’ access to the resources and websites which they purchased from Scott’s company, Brand Journalists;
d. Cutting off access by Swanson and Goldberger to HBFG’s CallRail system, a business lead call management system, as well as using it without the approval of Plaintiffs;
e. Encouraging and assisting franchisees to breach their franchise agreements, withhold payment of franchise fees and royalties, and offering referrals to legal counsel for such purpose which resulted in the filing of seven lawsuits by franchisees, and five of the plaintiffs-franchisees in those lawsuits are family members or friends of Scott;
f. Directly competing with HBFG, Clozetivity, Dryer Vent Squad, and Frost Shades;
g. Interfering with the operations of HBFG, Clozetivity, Dryer Vent Squad, and Frost Shades;
h. Taking The Lighting Squad and Water Heater Rx businesses as his own;
i. Deleting two years’ worth of content posts from HBFG’s LinkedIn page;
j. Copying websites that HBFG and/or the Brand LLCs paid Brand Journalists to design for use by Scott’s competing businesses; and
k. Withholding materials Brand Journalists and/or Scott created for Plaintiffs at Plaintiffs’ expense.
145. There is no justification for Defendants’ actions. Their wrongdoing caused Plaintiffs to lose business and franchising opportunities.
146. HBFG and the Brand LLCs franchise sales are down significantly with their franchise vendors since Defendants began their coordinated campaign of tortious actions and misconduct.
I. Scott Withdraws from HBFG and the Brand LLCs
147. On or about November 21, 2022, Scott wrote to Goldberger and Swanson to surrender and relinquish his shares in HBFG. A true and correct copy of the correspondence dated November 21, 2022, is attached as Exhibit 40.
148. On December 12, 2022, Plaintiffs Goldberger and Swanson received a letter dated December 10, 2022, from Defendant Scott in which he withdrew from Dryer Vent Squad; Frost Shades; Clozetivity; Magnetainment; and Turf Boys Franchising, LLC. A true and correct copy of the correspondence received December 12, 2022, is attached as Exhibit 41.
K. Scott and Pelican Breach Pelican’s Franchise Agreements with Clozetivity and Dryer Vent Squad by Directly Competing with Them
149. Pelican, which is a single-member limited liability company solely owned by Scott, is also a franchisee of both Dryer Vent Squad and Clozetivity.
150. On May 9, 2022, Gwen Gilleland, who is Scott’s sister (“Gilleland”), executed the Dryer Vent Squad Franchise Agreement (“Pelican DVS Agreement”) on behalf of Pelican for the territory located in “Dickson County, Peagram [sic] County, Montgomery County and Davidson County” (the “Territory”). A true and correct copy of the Pelican DVS Agreement is attached as Exhibit 42 at Schedule 1.
151. In connection with the Pelican DVS Agreement, a guaranty and non-compete agreement was also executed, which was attached to the agreement as Exhibit 1 (the “Guaranty and Noncompete”). See Ex. 42 at Ex. 1.
152. On May 9, 2022, Gilleland, on behalf of Pelican, also executed the Clozetivity Franchise Agreement (“Pelican Clozetivity Agreement”) on behalf of Pelican for the territory located in Rutherford County, Tennessee. A true and correct copy of the Pelican Clozetivity Agreement is attached as Exhibit 43.
153. In connection with the Pelican Clozetivity Agreement, a guaranty and non-compete agreement was also executed, which was attached to the agreement as Exhibit 1 (the “Guaranty and Noncompete”), whereby Pelican personally and unconditionally guaranteed the obligations of the franchisee under the agreement with Clozetivity. See Ex. 43 at Ex. 1.
154. Prior to the execution of the Pelican DVS Agreement and Pelican Clozetivity Agreement Defendant Scott advised that Gilleland would be executing the franchise agreements on behalf of Pelican. A true and correct copy of an email communication from Thomas Scott dated May 5, 2022, is attached as Exhibit 44.
155. On December 30, 2022 Thomas Scott posted on LinkedIn that he was offering Up Closets franchise opportunities in Denver, New Orleans, Murfreesboro and 6 other markets coming in January. A true and correct copy of a screenshot of Thomas Scott’s LinkedIn accessed on December 30, 2022 is attached as Exhibit 45.
156. In that same post, Scott announced that Home Run had a new franchisee signing. He announced that Bryan Tyrrell, (who is the boyfriend of Thomas Scott’s daughter, Kayla Ryan), would be the newest Up Closets custom closet operator in Nashville. See Ex. 45.
157. Not only is Bryan Tyrrell Kayla Ryan’s boyfriend, but he was a Clozetivity corporate employee from 2021 through the summer of 2022.
158. During 2021 and 2022, Bryan Tyrrell assisted Angie Scott with operating Clozetivity of Nashville.
159. Further, in December 2022, the Up Closets website listed Angie Scott as a company contact. A true and accurate copy of portions of UpClosets.com’s website from December 2022 is attached as Exhibit 46.
160. Both the Pelican DVS Agreement and Pelican Clozetivity Agreement are in full force and effect and have not been terminated.
161. Pursuant to the respective franchise agreements, Pelican and Scott are unable to compete with Dryer Vent Squad and Clozetivity during the length of the respective agreement and for twenty-four months following the termination of the agreement. See Exs. 42-44.
IV. CAUSES OF ACTION
Count 1 – Breach of Contract (Plaintiff HBFG v. Scott)
162. Plaintiffs incorporate by reference the allegations stated in the foregoing paragraphs.
163. Scott has breached the May 2022 Agreement, including Sections 2.4, 2.13, and 10.12, by the means and in the manner described above.
164. The covenants in Sections 2.4, 2.13, and 10.12 of the May 2022 Agreement are valid obligations Scott agreed to in connection with his HBFG membership, in exchange for valuable consideration, including but not limited to his membership with HBFG, his access to its confidential and trade-secret information, and his access to HBFG customer relationships and goodwill.
165. Scott breached his obligations contained in the May 2022 Agreement with Plaintiffs by, among other actions, commingling of funds, transferring funds HBFG’s accounts to and from personal bank accounts for payments without clear accounting; making payments that were not approved or required; competing directly with HBFG; competing directly with Clozetivity; competing directly with Dryer Vent Squad; competing directly with Frost Shades; encouraging and supporting franchisees to cease doing business with HBFG and/or the Brand LLCs; assisting franchisees to breach their franchise agreements with Dryer Vent Squad; assisting franchisees to breach their franchise agreements with Clozetivity; assisting franchisees to breach their franchise agreements with Frost Shades; interfering with the Brand LLCs’ operations; terminating access to Plaintiffs’ property and systems; offering assistance to Plaintiffs’ competitors; stealing franchise business concepts; deactivating HBFG’s LinkedIn page and deleting two years’ worth of posts from HBFG’s LinkedIn page; utilizing a name that is substantially similar to HBFG’s; and copying websites that HBFG and/or the Brand LLCs paid for and using them for the benefit of Scott’s competing businesses, as described above.
166. Scott’s breaches of his contractual obligations to Plaintiffs caused and continue to cause irreparable harm and damages to Plaintiffs.
167. In addition to monetary relief, Plaintiffs seek to recover their reasonable attorneys’ fees and costs expended in this action, pursuant to 10.14 of the May 2022 Agreement.
Count 2 – Breach of the Duty of Loyalty and Tennessee Revised Uniform Partnership Act T.C.A. § 61-1-404
(Plaintiffs v. Scott)
168. Plaintiffs incorporate by reference the allegations stated in the foregoing paragraphs.
169. As a member and co-founder of HBFG, Frost Shades, Dryer Vent Squad, Magnetainment, and Clozetivity, Scott owed a duty of loyalty to Plaintiffs, including the duty to avoid engaging in activities undermining or inconsistent with Plaintiffs’ business interests, and to avoid acting for his own interests (or the interests of a competitor) at Plaintiffs’ expense as described above.
170. Scott repeatedly breached his duties to Plaintiffs by, among other actions, commingling of funds, transferring funds to and from personal bank accounts for payments without clear accounting; making payments that were not approved or required; competing directly with HBFG; competing directly with Clozetivity; competing directly with Dryer Vent Squad; competing directly with Frost Shades; encouraging and assisting franchisees to cease doing business with HBFG and/or the Brand LLCs; assisting franchisees to breach their franchise agreements with Dryer Vent Squad; assisting franchisees to breach their franchise agreements with Clozetivity; assisting franchisees to breach their franchise agreements with Frost Shades; interfering with the Brand LLCs’ operations; terminating access to Plaintiffs’ property and systems; offering assistance to Plaintiffs’ competitors; stealing franchise business concepts; deactivating HBFG’s LinkedIn page and deleting two years’ worth of posts from HBFG’s LinkedIn page; utilizing a name that is substantially similar to HBFG’s; and copying websites that HBFG and/or the Brand LLCs paid for and using them for the benefit of Scott’s competing businesses, as described above.
171. Scott’s disloyal conduct caused substantial harm to Plaintiffs. Scott’s actions in breaching the duty of loyalty owed to Plaintiffs continues to harm Plaintiffs. Scott’s actions in starting up and operating competing entities, while still under duty of loyalty to Plaintiffs damaged Plaintiffs.
172. Plaintiffs seek to recover all other available damages—whether direct, consequential, or compensatory—according to all applicable measures, as well as punitive damages as a result of Scott’s willful and malicious conduct.
Count 3 – Breach of the Duty of Care and Tennessee Revised Uniform Partnership Act T.C.A. § 61-1-404
(Plaintiffs v. Scott)
173. Plaintiffs incorporate by reference the allegations stated in the foregoing paragraphs.
174. As a member and co-founder of HBFG, Frost Shades, Dryer Vent Squad, Magnetainment, and Clozetivity, Scott owed a duty of care to Plaintiffs, including the duty to avoid engaging in activities undermining or inconsistent with Plaintiffs’ business interests, and to avoid acting for his own interests (or the interests of a competitor) at Plaintiffs’ expense as described above.
175. Scott repeatedly breached his duties to Plaintiffs by, among other actions, commingling of funds, transferring funds to and from personal bank accounts for payments without clear accounting; making payments that were not approved or required; competing directly with HBFG; competing directly with Clozetivity; competing directly with Dryer Vent Squad; competing directly with Frost Shades; encouraging and assisting franchisees to cease doing business with HBFG and/or the Brand LLCs; assisting franchisees to breach their franchise agreements with Dryer Vent Squad; assisting franchisees to breach their franchise agreements with Clozetivity; assisting franchisees to breach their franchise agreements with Frost Shades; interfering with the Brand LLCs’ operations; terminating access to Plaintiffs’ property and systems; offering assistance to Plaintiffs’ competitors; stealing franchise business concepts; deactivating HBFG’s LinkedIn page and deleting two years’ worth of posts from HBFG’s LinkedIn page; utilizing a name that is substantially similar to HBFG’s; and copying websites that HBFG and/or the Brand LLCs paid for and using them for the benefit of Scott’s competing businesses, as described above.
176. Scott’s disloyal conduct caused substantial harm to Plaintiffs. Scott’s actions in breaching the duty of care owed to Plaintiffs continues to harm Plaintiffs. Scott’s actions in starting up and operating competing entities, while still under duty of care to Plaintiffs damaged Plaintiffs. Plaintiffs further seek to recover all other available damages—whether direct, consequential, or compensatory—according to all applicable measures, as well as punitive damages as a result of Scott’s willful and malicious conduct.
Count 4 – Breach of Contract
(Goldberger v. Scott)
177. Plaintiffs incorporate by reference the allegations stated in the foregoing paragraphs.
178. Goldberger and Scott consummated a legally binding agreement whereby Goldberger financed Scott’s purchase of a membership interest in the Brand LLCs (and by incorporation, HBFG) via a loan of $600,000.00.
179. Scott agreed to repay the loan in accordance with the October 2020 Agreement and the amortization schedule attached as Exhibit 3.
180. Goldberger performed all of his obligations pursuant to the agreement.
181. Scott stopped making payments after August 2022. See Ex. 3.
182. Scott owes Goldberger $375,000.00 on the loan. See Ex. 3.
183. As detailed above, Scott materially breached the loan agreement by failing to pay the balance of the loan.
184. As a proximate result of Scott’s breach, Goldberger suffered, and will continue to suffer economic loss, and other general and specific damages, all in an amount to be determined according to proof at the time of trial.
185. Scott’s breaches of his contractual obligations to Goldberger damaged Goldberger. Plaintiff seeks to recover all damages totaling $375,000.00, plus prejudgment interest. In addition, Plaintiff seeks to recover his reasonable attorneys’ fees and costs expended in this action.
Count 5 – Unjust Enrichment
(Goldberger v. Scott)
186. Plaintiffs incorporate by reference the allegations stated in the foregoing paragraphs.
187. As a result of Defendant Scott’s wrongful acts and failure to pay amounts due to repay the $600,000.00 loan, he has been unjustly enriched at the expense and detriment of Plaintiff Goldberger.
188. Plaintiff seeks to recover damages totaling $375,000.00, plus prejudgment interest. In addition, Plaintiff seeks to recover his reasonable attorneys’ fees and costs expended in this action.
Count 6 – Breach of Contract
(Plaintiffs HBFG, Frost Shades, Dryer Vent Squad, Magnetainment, and Clozetivity v. Brand Journalists)
189. Plaintiffs incorporate by reference the allegations stated in the foregoing paragraphs.
190. Plaintiffs HBFG, Frost Shades, Dryer Vent Squad, Magnetainment, and Clozetivity entered into a valid and binding agreement with Brand Journalists whereby Brand Journalists agreed to provide them with franchise development marketing, website services, and support.
191. Plaintiffs performed all their obligations pursuant to the contract.
192. As detailed above, Brand Journalists materially breached their agreement.
193. As a result of the breach, Plaintiffs have directly been damaged.
194. Plaintiffs seek to recover all damages that may be reasonably quantifiable and exceeding $50,000. In addition, Plaintiffs seek to recover their reasonable attorneys’ fees and costs expended in this action.
195. Plaintiffs incorporate by reference the allegations stated in the foregoing paragraphs.
196. Scott acted in concert with Brand Journalists as an alter-ego of himself to cause financial harm to Plaintiffs.
197. Scott acted in concert with Home Run as an alter-ego of himself to cause financial harm to Plaintiffs.
198. Scott acted in concert with Lighting Squad Franchising, LLC as an alter-ego of himself in order to cause financial harm to Plaintiffs.
199. Scott acted in concert with Up Closets as an alter-ego of himself to cause financial harm to Plaintiffs.
200. Scott acted in concert with Dryer Vent Superheroes as an alter-ego of himself to cause financial harm to Plaintiffs.
201. Scott acted in concert with Lifestyle as an alter-ego of himself to cause financial harm to Plaintiffs.
202. Scott acted in concert with Pelican as an alter-ego of himself to cause financial harm to Plaintiffs.
203. Brand Journalists knowingly participated in, encouraged, induced, adopted and ratified breaches of Scott’s and others’ contractual obligations and duty of loyalty owed to Plaintiffs.
204. Home Run knowingly participated in, encouraged, induced, adopted and ratified breaches of Scott’s and others’ contractual obligations and duty of loyalty owed to Plaintiffs.
205. Lighting Squad Franchising knowingly participated in, encouraged, induced, adopted and ratified breaches of Scott’s and others’ contractual obligations and duty of loyalty owed to Plaintiffs.
206. Up Closets knowingly participated in, encouraged, induced, and adopted and ratified breaches of Scott’s and others’ contractual obligations and duty of loyalty owed to Plaintiffs.
207. Dryer Vent Superheroes knowingly participated in, encouraged, induced, and adopted and ratified breaches of Scott’s and others’ contractual obligations and duty of loyalty owed to Plaintiffs.
208. Lifestyle Window Films Franchising, LLC knowingly participated in, encouraged, induced, and adopted and ratified breaches of Scott’s and others’ contractual obligations and duty of loyalty owed to Plaintiffs.
209. Pelican knowingly participated in, encouraged, induced, adopted, and ratified breaches of Scott’s and others’ contractual obligations and duty of loyalty owed to Plaintiffs.
210. As a result of their knowledge of and participation in Scott’s duty of loyalty breaches, Defendants Brand Journalists; Home Run; Lighting Squad Franchising; Up Closets; Dryer Vent Superheroes; Lifestyle Window Films Franchising, LLC; and Pelican are joint tortfeasors in all such all unlawful actions.
211. As a direct and proximate result of Scott’s actions through Defendants Brand Journalists; Home Run; Lighting Squad Franchising; Up Closets; Dryer Vent Superheroes; Lifestyle Window Films Franchising, LLC; and Pelican, Plaintiffs have and will continue to sustain significant and substantial damage.
212. Plaintiffs seek judgment in favor of Plaintiffs and against Defendants for an award of damages in an amount to be determined; and other and further relief as the Court deems just and proper, including interest, costs, and attorney’s fees, pursuant to all applicable laws.
Count 8 – Unjust Enrichment
(Plaintiffs v. Brand Journalists)
213. Plaintiffs incorporate by reference the allegations stated in the foregoing paragraphs
214. Defendant Brand Journalists wrongfully terminated its services to Plaintiffs.
215. Defendant Brand Journalists copied HBFG’s websites and used them to create the website of HBFG’s competitor, Home Run.
216. Defendant Brand Journalists copied Plaintiffs’ websites and used them to create the website of Plaintiffs’ competitors, Dryer Vent Superheroes, Up Closets, and Lifestyle.
217. Plaintiff HBFG’s employees performed work for Defendant Brand Journalists for which Defendant Brand Journalists did not reimburse HBFG.
218. Defendant Brand Journalists has been unjustly enriched at the expense and detriment of Plaintiffs.
219. Plaintiffs seek judgment in favor of Plaintiffs and against Defendant Brand Journalists for an award of damages in an amount to be determined; and other and further relief as the Court deems just and proper, including interest, costs, and attorney’s fees, pursuant to all applicable laws.
Count 9 – Conversion
(Plaintiffs v. Scott)
220. Plaintiffs incorporate by reference the allegations stated in the foregoing paragraphs.
221. Defendant Scott misrepresented banking records and the operations of HBFG and the
Brand LLCs.
222. Defendant Scott used the finances of the HBFG and the Brand LLCs to fund his personal businesses.
223. Defendant Scott used Plaintiffs’ employees to complete work for his personal businesses.
224. Defendant Scott took as his own The Lighting Squad and Water Heater Rx, business concepts that were conceived by Plaintiff Swanson and developed under the agreement between Plaintiffs Goldberger and Swanson and Defendant Scott.
225. Defendant Scott took The Lighting Squad logo and photos that were created by Plaintiffs’ now-former employee.
226. By and through his actions, Defendant Scott converted Plaintiffs’ assets.
227. As a direct and proximate result of Defendant Scott’s conduct, Plaintiffs have been damaged and are entitled to relief.
228. Plaintiffs seek judgment in favor of Plaintiffs and against Defendant Scott for an award of damages in an amount to be determined; and other and further relief as the Court deems just and proper, including interest, costs, and attorney’s fees, pursuant to all applicable laws.
Count 10 – Unjust Enrichment
(Plaintiffs HBFG, Goldberger, and Swanson v. Lighting Squad Franchising)
229. Plaintiffs incorporate by reference the allegations stated in the foregoing paragraphs.
230. Lighting Squad Franchising is in the possession of and using for its own purpose business ideas and concepts, files, logos, and photos that were created by or for Plaintiffs.
231. Lighting Squad Franchising did not pay Plaintiffs for its use of Plaintiffs’ business ideas and concepts, files, logos, and photos.
232. Lighting Squad Franchising has been unjustly enriched at the expense and detriment of Plaintiffs.
233. Plaintiffs seek judgment in favor of Plaintiffs and against Defendant Lighting Squad Franchising for an award of damages in an amount to be determined; and other and further relief as the Court deems just and proper, including interest, costs, and attorney’s fees, pursuant to all applicable law.
Count 11 – Unjust Enrichment
(Plaintiffs HBFG, Goldberger, and Swanson v. Home Run)
234. Plaintiffs incorporate by reference the allegations stated in the foregoing paragraphs.
235. Home Run is in the possession of and using for its own purpose business ideas and concepts, marketing copy, and photos that were created by or for Plaintiffs.
236. Home Run did not pay Plaintiffs for its use of Plaintiffs’ business ideas and concepts, marketing copy, and photos.
237. Home Run has interfered with Plaintiffs’ relationships with franchisees.
238. Home Run has been unjustly enriched at the expense and detriment of Plaintiffs.
239. Plaintiffs seek injunctive relief ordering the return of Plaintiffs’ property, including, but not limited to business ideas and concepts, files, logos, and photos. Plaintiffs seek judgment in favor of Plaintiffs and against Defendant Home Run for an award of damages in an amount to be determined; and other and further relief as the Court deems just and proper, including interest, costs, and attorney’s fees, pursuant to all applicable law.
Count 12 – Unjust Enrichment
(Plaintiffs HBFG, Clozetivity, Goldberger, and Swanson v. Up Closets)
240. Plaintiffs incorporate by reference the allegations stated in the foregoing paragraphs.
241. Up Closets is in the possession of and using for its own purpose business ideas and concepts, marketing copy, logos, and photos that were created by or for Plaintiffs.
242. Up Closets did not pay Plaintiffs for its use of Plaintiffs’ business ideas and concepts, marketing copy, logos, and photos.
243. Up Closets interfered with Plaintiffs’ relationships with franchisees.
244. Up Closets has been unjustly enriched at the expense and detriment of Plaintiffs.
245. Plaintiffs seek judgment in favor of Plaintiffs and against Defendant Up Closets for an award of damages in an amount to be determined; and other and further relief as the Court deems just and proper, including interest, costs, and attorney’s fees, pursuant to all applicable law.
Count 13 – Unjust Enrichment
(Plaintiffs HBFG, Dryer Vent Squad, Goldberger, and Swanson v. Dryer Vent Superheroes)
246. Plaintiffs incorporate by reference the allegations stated in the foregoing paragraphs.
247. Dryer Vent Superheroes is in the possession of and using for its own purpose business ideas and concepts, marketing copy, logos, and photos that were created by or for Plaintiffs.
248. Dryer Vent Superheroes did not pay Plaintiffs for its use of Plaintiffs’ business ideas and concepts, marketing copy, logos, and photos.
249. Dryer Vent Superheroes has interfered with Plaintiffs’ relationships with franchisees.
250. Dryer Vent Superheroes has been unjustly enriched at the expense and detriment of Plaintiffs.
251. Plaintiffs seek judgment in favor of Plaintiffs and against Defendant Dryer Vent Superheroes for an award of damages in an amount to be determined; and other and further relief as the Court deems just and proper, including interest, costs, and attorney’s fees, pursuant to all applicable law.
252. Plaintiffs incorporate by reference the allegations stated in the foregoing paragraphs.
255. Lifestyle has interfered with Plaintiffs’ relationships with franchisees.
256. Lifestyle has been unjustly enriched at the expense and detriment of Plaintiffs.
257. Plaintiffs seek judgment in favor of Plaintiffs and against Defendant Lifestyle for an award of damages in an amount to be determined; and other and further relief as the Court deems just and proper, including interest, costs, and attorney’s fees, pursuant to all applicable law.
Count 15 – Unjust Enrichment
(Plaintiffs v. Scott)
258. Plaintiffs incorporate by reference the allegations stated in the foregoing paragraphs.
259. Scott is in the possession of and using for his own purpose business ideas and concepts, files, logos, and photos that were created by or for Plaintiffs.
260. Scott did not pay Plaintiffs for Plaintiffs’ business ideas and concepts, files, logos, and photos.
261. Scott has been unjustly enriched at the expense and detriment of Plaintiffs.
262. Plaintiffs seek judgment in favor of Plaintiffs and against Defendant Scott for an award of damages in an amount to be determined; and other and further relief as the Court deems just and proper, including interest, costs, and attorney’s fees, pursuant to all applicable law.
Count 16 – Procurement of Breach of Contracts under Tenn. Code Ann. § 47-50-109
(Plaintiffs v. Scott)
263. Plaintiffs incorporate by reference the allegations stated in the foregoing paragraphs.
264. Plaintiff Clozetivity has a franchise agreement with Angie Scott.
265. Defendant Scott had knowledge of the franchise agreement between Plaintiff Clozetivity and his wife, Angie Scott.
266. Defendant Scott induced or procured Angie Scott’s breach of the Clozetivity franchise agreement.
267. Defendant Scott had malicious intent when inducing or procuring Angie Scott’s breach of the Clozetivity franchise agreement.
268. Defendant Scott induced or procured Angie Scott’s breach of the Clozetivity franchise agreement for his own benefit.
269. Angie Scott breached the Clozetivity franchise agreement by, among other things, failing to pay royalties and changing the name of Clozetivity of Nashville.
270. Defendant Scott’s inducement is the proximate cause of Angie Scott’s breach of the Clozetivity franchise agreement.
271. Plaintiffs suffered damages a direct result of Defendant Scott’s actions.
272. Plaintiff Dryer Vent Squad has a franchise agreement with Aaron Cotton.
273. Defendant Scott had knowledge of the franchise agreement between Plaintiff Dryer Vent Squad and Aaron Cotton.
274. Defendant Scott induced or procured Aaron Cotton’s breach of the Dryer Vent Squad franchise agreement.
275. Defendant Scott had malicious intent when inducing or procuring Aaron Cotton’s breach of the Dryer Vent Squad franchise agreement.
276. Defendant Scott induced or procured Aaron Cotton’s breach of the Dryer Vent Squad franchise agreement for his own benefit.
277. Aaron Cotton breached the Dryer Vent Squad franchise agreement by, among other things, failing to pay royalties and changing the name of Dryer Vent Squad of New Orleans.
278. Defendant Scott’s inducement is the proximate cause of Aaron Cotton’s breach of the Dryer Vent Squad.
279. Plaintiffs suffered damages a direct result of Defendant Scott’s actions.
280. Plaintiff Dryer Vent Squad has a franchise agreement with Will Farris.
281. Defendant Scott had knowledge of the franchise agreement between Plaintiff Dryer Vent Squad and Will Farris.
282. Defendant Scott induced or procured Will Farris’ breach of the Dryer Vent Squad franchise agreement.
283. Defendant Scott had malicious intent when inducing or procuring Will Farris’ breach of the Dryer Vent Squad franchise agreement.
284. Defendant Scott induced or procured Will Farris’ breach of the Dryer Vent Squad franchise agreement for his own benefit.
285. Will Farris breached the Dryer Vent Squad franchise agreement by, among other things, failing to pay royalties and changing the name of Dryer Vent Squad of Rutherford County.
286. Defendant Scott’s inducement is the proximate cause of Will Farris’ breach of the Dryer Vent Squad franchise agreement.
287. Plaintiffs have suffered damages a direct result of Defendant Scott’s actions.
288. Plaintiff Frost Shades has a franchise agreement with Kane Scott.
289. Defendant Scott had knowledge of the franchise agreement between Plaintiff Frost Shades and Kane Scott.
290. Defendant Scott induced or procured Kane Scott’s breach of the Frost Shades franchise agreement.
291. Defendant Scott had malicious intent when inducing or procuring Kane Scott’s breach of the Frost Shades franchise agreement.
292. Defendant Scott induced or procured Kane Scott’s breach of the Frost Shades franchise agreement for his own benefit.
293. Kane Scott breached the Frost Shades franchise agreement by, among other things, failing to pay royalties and operating a window tinting business under the name of Lifestyle Window Film of East Nashville.
294. Defendant Scott’s inducement is the proximate cause of Kane Scott’s breach of the Frost Shades franchise agreement.
295. Plaintiffs suffered damages a direct result of Defendant Scott’s actions.
296. Plaintiffs seek judgment in favor of Plaintiffs and against Defendant Scott for an award of damages in an amount to be determined; treble damages as provided under Tenn. Code Ann. § 47-50-109; and other and further relief as the Court deems just and proper, including interest, costs, and attorney’s fees, pursuant to all applicable law.
Count 17 – Procurement of Breach of Contracts under Tenn. Code Ann. § 47-50-109
(Plaintiffs HBFG, Clozetivity, Goldberger, and Swanson v. Up Closets)
297. Plaintiffs incorporate by reference the allegations stated in the foregoing paragraphs.
298. Clozetivity has a franchise agreement with Angie Scott.
299. Defendant Up Closets had knowledge of the franchise agreement between Clozetivity and Angie Scott.
300. Defendant Up Closets induced or procured Angie Scott’s breach of the Clozetivity franchise agreement.
301. Defendant Up Closets had malicious intent when inducing or procuring Angie Scott’s breach of the Clozetivity franchise agreement.
302. Defendant Up Closets induced or procured Angie Scott’s breach of the Clozetivity franchise agreement for its own benefit.
303. Angie Scott breached the Clozetivity franchise agreement by, among other things, failing to pay royalties and changing the name of Clozetivity of Nashville.
304. Defendant Up Closets’ inducement is the proximate cause of Angie Scott’s breach of the Clozetivity franchise agreement.
305. Plaintiffs suffered damages a direct result of Defendant Up Closets’ actions.
306. Plaintiffs seek judgment in favor of Plaintiffs and against Defendant Up Closets for an award of damages in an amount to be determined; treble damages as provided under Tenn. Code Ann. § 47-50-109; and other and further relief as the Court deems just and proper, including interest, costs, and attorney’s fees, pursuant to all applicable law.
Count 18 – Procurement of Breach of Contracts under Tenn. Code Ann. § 47-50-109
(Plaintiffs HBFG, Dryer Vent Squad, Goldberger, and Swanson v. Dryer Vent Superheroes)
307. Plaintiffs incorporate by reference the allegations stated in the foregoing paragraphs.
308. Dryer Vent Squad has a franchise agreement with Aaron Cotton, the boyfriend of Defendant Scott’s daughter, Sophia Giordano-Scott.
309. Defendant Dryer Vent Superheroes had knowledge of the franchise agreement between Dryer Vent Squad and his daughter’s boyfriend, Aaron Cotton.
310. Defendant Dryer Vent Superheroes induced or procured Aaron Cotton’s breach of the Dryer Vent Squad franchise agreement.
311. Defendant Dryer Vent Superheroes had malicious intent when inducing or procuring Aaron Cotton’s breach of the Dryer Vent Squad franchise agreement.
312. Defendant Dryer Vent Superheroes induced or procured Aaron Cotton’s breach of the Dryer Vent Squad franchise agreement for its own benefit.
313. Aaron Cotton breached the Dryer Vent Squad franchise agreement by, among other things, failing to pay royalties and changing the name of Dryer Vent Squad of New Orleans.
314. Defendant Dryer Vent Superheroes’ inducement is the proximate cause of Aaron Cotton’s breach of the Dryer Vent Squad.
315. Plaintiffs have suffered damages a direct result of Dryer Vent Superheroes’ actions.
316. Dryer Vent Squad has a franchise agreement with Will Farris.
317. Defendant Dryer Vent Superheroes had knowledge of the franchise agreement between Dryer Vent Squad and Will Farris.
318. Defendant Dryer Vent Superheroes induced or procured Will Farris’ breach of the Dryer Vent Squad franchise agreement.
319. Defendant Dryer Vent Superheroes had malicious intent when inducing or procuring Will Farris’ breach of the Dryer Vent Squad franchise agreement.
320. Defendant Dryer Vent Superheroes induced or procured Will Farris’ breach of the Dryer Vent Squad franchise agreement for his own benefit.
321. Will Farris breached the Dryer Vent Squad franchise agreement by, among other things, failing to pay royalties and changing the name of Dryer Vent Squad of Rutherford County.
322. Defendant Dryer Vent Superheroes’ inducement is the proximate cause of Will Farris’ breach of the Dryer Vent Squad franchise agreement.
323. Plaintiffs have suffered damages a direct result of Defendant Dryer Vent Superheroes’ actions.
324. Plaintiffs seek judgment in favor of Plaintiffs and against Defendant Dryer Vent Superheroes for an award of damages in an amount to be determined; treble damages as provided under Tenn. Code Ann. § 47-50-109; and other and further relief as the Court deems just and proper, including interest, costs, and attorney’s fees, pursuant to all applicable law.
Count 19 – Procurement of Breach of Contracts under Tenn. Code Ann. § 47-50-109
(Plaintiffs HBFG, Frost Shades, Goldberger, and Swanson v. Lifestyle)
325. Plaintiffs incorporate by reference the allegations stated in the foregoing paragraphs.
326. Plaintiff Frost Shades has a franchise agreement with Kane Scott.
327. Defendant Lifestyle had knowledge of the franchise agreement between Plaintiff Frost Shades and Kane Scott, the relative of Defendant Scott.
328. Defendant Lifestyle induced or procured Kane Scott’s breach of the Frost Shades franchise agreement.
329. Defendant Lifestyle had malicious intent when inducing or procuring Kane Scott’s breach of the Frost Shades franchise agreement.
330. Defendant Lifestyle induced or procured Kane Scott’s breach of the Frost Shades franchise agreement for his own benefit.
331. Kane Scott breached the Frost Shades franchise agreement by, among other things, failing to pay royalties and operating a window tinting business under the name of Lifestyle Window Film of East Nashville.
332. Defendant Lifestyle’s inducement is the proximate cause of Kane Scott’s breach of the Frost Shades franchise agreement.
333. Plaintiffs suffered damages a direct result of Defendant Lifestyle’s actions.
334. Plaintiffs seek judgment in favor of Plaintiffs and against Defendant Lifestyles for an award of damages in an amount to be determined; treble damages as provided under Tenn. Code Ann. § 47-50-109; and other and further relief as the Court deems just and proper, including interest, costs, and attorney’s fees, pursuant to all applicable law.
Count 20 – Unjust Enrichment
(Plaintiffs HBFG, Goldberger, Swanson, Clozetivity, and Dryer Vent Squad v. Pelican)
335. Plaintiffs incorporate by reference the allegations stated in the foregoing paragraphs.
336. Pelican is in the possession of and using for its own purpose business ideas and concepts, files, logos, and photos that were created by or for Plaintiffs.
337. Pelican did not pay Plaintiffs for its use of Plaintiffs’ business ideas and concepts, files, logos and photos.
338. Pelican has been unjustly enriched at the expense and detriment of Plaintiffs.
339. Plaintiffs seek judgment in favor of Plaintiffs and against Defendant Pelican for an award of damages in an amount to be determined; and other and further relief as the Court deems just and proper, including interest, costs, and attorney’s fees, pursuant to all applicable law.
Count 21 – Breach of Franchise Agreements
(Plaintiffs Clozetivity and Dryer Vent Squad v. Scott and Pelican)
340. Plaintiffs incorporate by reference the allegations stated in the foregoing paragraphs.
341. Scott is the single member owner of Pelican.
342. On May 9, 2022, Pelican entered into Franchise Agreements with Clozetivity and Dryer Vent Squad.
343. Scott and Pelican breached the Pelican Clozetivity Agreement when Scott formed Up Closets, a direct competitor of Clozetivity.
344. Scott and Pelican breached the Pelican DVS Agreement when Scott formed Dryer Vent Superheroes, a direct competitor of Dryer Vent Squad.
345. Pelican agreed to covenants related to noncompetition and confidential material in the Pelican Clozetivity Agreement.
346. Pelican agreed to covenants related to noncompetition and confidential material in the Pelican DVS Agreement.
347. The covenants in the Pelican Clozetivity Agreement and Pelican DVS Agreement are valid obligations Scott, through Pelican, agreed to, in exchange for valuable consideration, including but not limited to the opportunity to own and operate an exclusive territory and access to confidential and trade-secret information.
348. Scott and Pelican breached their obligations contained in the Pelican Clozetivity Agreement and Pelican DVS Agreement with Plaintiffs by competing directly with Clozetivity and competing directly with Dryer Vent Squad; encouraging and supporting franchisees to cease doing business with Clozetivity and Dryer Vent Squad; assisting franchisees to breach their franchise agreements with Clozetivity and Dryer Vent Squad; and assisting franchisees to breach their franchise agreements with Clozetivity as described above.
349. Scott and Pelican’s breaches of their contractual obligations to Plaintiffs caused and continue to cause irreparable harm and damages to Plaintiffs.
350. Plaintiffs seek to recover all damages plus their reasonable attorneys’ fees and costs expended in this action, pursuant to 8(a) of the Pelican Clozetivity Agreement and 18.N. of Pelican DVS Agreement.
V. INJUNCTIVE RELIEF
351. Plaintiffs incorporate by reference the allegations stated in the foregoing paragraphs.
352. Plaintiffs seek injunctive relief due to Scott’s use of Plaintiffs’ intellectual property and materials, and his direct competition against Clozetivity and Dryer Vent Squad in violation of Pelican’s franchise agreements.
353. Defendants have improperly acquired Plaintiffs’ property and Plaintiffs seek injunctive relief for the return of all their property, and to prevent Defendants from further utilizing any property created by or for the benefit of HBFG and the Brand LLCs.
354. Defendants’ actions have negatively impacted Plaintiffs’ relationships with franchisees.
355. Plaintiffs have suffered or will imminently suffer irreparable injury and damage, including harming their goodwill and business expectancies, which will continue during the pendency of this case if Defendants are not enjoined from further breaches or threatened breaches.
VI. PRAYER
WHEREFORE, Plaintiffs pray that Defendants be commanded to appear and answer this lawsuit, and that the Court enter a judgment awarding Plaintiffs:
a) That Defendants provide an accounting of all revenues and profits obtained by it as a result of their violations as alleged herein, and that the amount of profits realized by Defendants by their unlawful acts be awarded to Clozetivity Dryer Vent Squad, and Frost Shades;
b) Clozetivity, Dryer Vent Squad, and Frost Shades be awarded restitution, including disgorgement of all monies obtained by Defendants through the unlawful use of Clozetivity, Dryer Vent Squad, and Frost Shades’ proprietary material, including manuals, guides, advertisements, and processes.
c) Clozetivity be awarded an amount three times Defendants’ profits in light of the intentional and willful nature of Defendants’ acts, pursuant to 15 U.S.C. §1117;
d) Dryer Vent Squad be awarded an amount three times Defendants’ profits in light of the intentional and willful nature of Defendants’ acts, pursuant to 15 U.S.C. §1117;
e) Frost Shades be awarded an amount three times Defendants’ profits in light of the intentional and willful nature of Defendants’ acts, pursuant to 15 U.S.C. §1117;
f) Clozetivity be awarded damages in the full amount sustained by it as a result of Defendants’ acts;
g) Dryer Vent Squad be awarded damages in the full amount sustained by it as a result of Defendants’ acts;
h) Frost Shades be awarded damages in the full amount sustained by it as a result of Defendants’ acts;
i) That Defendants be permanently enjoined from using any proprietary materials and any materials created by or for the benefit of HBFG or the Brand LLCs;
j) Monetary damages in an amount according to the proof presented at trial and exceeding $250,000.00 for damages to HBFG, Goldberger, and Swanson;
k) Exemplary damages in an amount to be determined by the Court;
l) Treble damages pursuant to Tennessee Code Annotated § 47-50-109;
m) Pre-judgment and post-judgment interest, in the maximum amount allowed by law;
n) Attorneys’ fees and costs as provided by Section 9 of the May 17, 2022 Stockholders Agreement;
o) Attorneys’ fees and costs as provided by 8(a) of the Pelican Clozetivity Agreement; 18.N. of Pelican DVS Agreement
p) Attorneys’ fees and costs as provided by 18.N. of Pelican DVS Agreement; and
q) Any and all further relief to which Plaintiffs may be entitled at law or in equity.
I hereby certify that a true and correct copy of the foregoing will be served by personal and emailed service on:
Roland W. Baggott III
/s/ Charles Michels
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