1848 et al. complaint.pdf

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UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF FLORIDA

MIAMI DIVISION

Case Number: 14-20136-CIV-MARTINEZ-GOODMAN

Sean Raimbeault and Lori-Ann Raimbeault Plaintiffs, vs. Accurate Machine & Tool, LLC, Sunbelt Diversified Enterprises, LLC, Chatham Capital Management III, LLC, 1848 Capital Partners LLC, James Tolzien, James Wilder a/k/a Jimmie Wilder and John Sicilian Defendants.

PLAINTIFF’S FIRST AMENDED COMPLAINT

Sean Raimbeault and Lori-Ann Raimbeault (together, the “Plaintiffs”), by and through

their undersigned attorneys, hereby file this Amended Complaint against Accurate Machine &

Tool, LLC (“Accurate”), Sunbelt Diversified Enterprises, LLC (“Sunbelt”), Chatham Capital

Management III, LLC (“Chatham”), 1848 Capital Partners LLC (“1848 Capital”), James Tolzien

(“Tolzien”), James Wilder a/k/a Jimmie Wilder (“Wilder”), and John Sicilian (“Sicilian”)

together, (collectively, the “Defendants”) and allege and say:

THE PARTIES

1. Sean Raimbeault and Lori-Ann Raimbeault are citizens and residents of the State

of South Carolina.

2. Upon information and belief, Accurate is a limited liability company organized

and existing under the laws of the State of Florida, with its principal place of business in Miami,

Florida.

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3. Upon information and belief, Sunbelt is a limited liability company organized

under the laws of the State of Florida, with its principal place of business in Miami, Florida.

4. Sunbelt owns a 90% interest in Accurate with the remaining 10% owned by

Jimmie Wilder, Accurate’s Chief Executive Officer.

5. Upon information and belief, 1848 Capital is a limited liability company

organized and existing under the laws of the State of Delaware with its principal place of

business located in Miami, Florida.

6. Upon information and belief, 1848 Capital is an equity owner/partner in Sunbelt

Diversified Enterprises and Accurate Machine and Tool.

7. Upon Information and belief, 1848 Capital, through its principals and executives,

controls Sunbelt.

8. 1848 Capital, Sunbelt, and Accurate all share the same office suite in Miami.

9. Upon information and belief, Chatham is a limited liability company organized

under the laws of the State of Georgia.

10. Upon information and belief, Mr. Tolzien is a citizen and resident of the State of

Florida. Upon further information and belief, Mr. Tolzien is the Chief Executive Officer of

Sunbelt.

11. Upon information and belief, Mr. Wilder is the Chief Executive Officer of

Accurate.

12. Upon information and belief, Mr. Sicilian is a partner and board member of

Sunbelt and a partner in 1848 Capital.

VENUE AND JURISDICTION

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13. Venue in this Court is proper pursuant to a Consent Order executed by the

Plaintiffs and Accurate which transferred this litigation from the United States District Court for

the District Court of South Carolina to this Court.

14. This Court has personal jurisdiction over the parties and subject matter

jurisdiction over the issues raised in this Amended Complaint.

BACKGROUND

15. The instant action arises from a transaction for the sale of assets between the

Plaintiffs and Defendants, wherein the Defendants made fraudulent misrepresentations and

conspired to defraud Plaintiff and obtain possession of Plaintiffs’ business assets.

16. LAURENTEC, LLC f/k/a Laurentec, LLC (“Laurentec”) is a limited liability

company organized and existing under the laws of the State of South Carolina.

17. Plaintiffs were the sole shareholders of LAURENTEC, then known as Laurentec,

LLC. Laurentec was a commercial business engaged in production, fabricating and machining

and sales of precision machining and parts production on a contract basis.

18. In or around July 2012, Peter Patraka, the executive vice president of business

development at Sunbelt approached Mr. Raimbeault regarding acquiring his company on behalf

of 1848 Capital. On July 27, 2012, Mr. Patraka sent Mr. Raimbeault an email containing

information regarding 1848 Capital and stated that 1848 Capital was looking for additional

acquisitions and was interested in acquiring Laurentec.

19. Mr. Patraka and Mr. Wilder then visited Mr. Raimbeault in South Carolina to

discuss purchasing Laurentec’s assets.

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20. Mr. Patraka and Mr. Wilder introduced Mr. Raimbeault to Mr. Tolzin, Sunbelt’s

CEO and a representative of 1848 Capital, and Mr. Sicilian, a member of Sunbelt and the

Chairman of the Sunbelt board, and a principal of 1848 Capital.

21. The three principals of 1848 Capital are John Sicilian, Joseph DeGrosa, Jr., and

David Neithardt. They were copied on most correspondence regarding the transaction at issue.

22. In August 2012 Sunbelt sent a Letter of Intent (“LOI”) to Mr. Raimbeault.

Tolzien, Wilder, Sicilian, John DaGrosa, Jr., and David Neithardt copied on LOI.

23. Mr. Tolzin stated to Mr. Raimbeault that John Sicilian, Joseph DeGrosa, Jr., and

David Neithardt had all personally approved the transaction to purchase Laurentec assets.

24. Pursuant to the LOI, Mr. Raimbeault would be provided with a security interest in

the physical equipment that was being sold.

25. Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder, and Sicilian later modified the

transaction. Tolzin stated that Chatam and/or 1848 Capital refused to allow Mr. Raimbeault

retain a security interest in the equipment, and convinced Raimbeault to accept a guaranty from

Sunbelt instead.

26. Further, instead of Sunbelt purchasing the Laurentec assets, the Defendants

modified the transaction so that Accurate would be the purchasing entity.

27. The LOI Expired September 15, 2013. Tolzin paid Mr. Raimbeault a $35k

“deposit”, purportedly from 1848 Capital, to extend the transaction period.

28. Defendants knew that Accurate had little or no capital and had been in default

with Chatam for several years.

29. During the time period between the summer of 2012, until the closing of the

Laurentec transaction in November, Defendants 1848, Sunbelt, Accurate and the individual

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representatives of these companies were negotiating with Chatam to modify Accurate’s debt

obligations.

30. Upon information and belief, the Defendants conspired to structure the transaction

with Accurate as the buyer, knowing that Accurate had been in default with Chatam for years

and had insufficient liquid capital to purchase the Laurentec assets, and Defendants only

provided financing to Accurate for the initial down payment.

31. Defendants made representations to Mr. Raimbeault that 1848 Capital, Sunbelt,

and Accurate had sufficient capital and was in good standing with its debts. This was done with

the intent to defraud Raimbeault to deceive him in to accepting a worthless guarantee instead of a

security interest in the assets.

32. All Defendants had access to Accurate’s books and knowledge of Accurate’s

financial situation at the time it purportedly modified its debt obligations with to enter into the

transaction to purchase Laurentec assets.

33. On or about November 20, 2012, Accurate as Buyer and Laurentec, as Seller, and

Sean and Lori-Ann Raimbeault as the only shareholders of Laurentec executed an Asset

Purchase Agreement (“APA”) pursuant to which certain Laurentec assets were sold to Accurate.

34. Chatham, 1848 Capital, Sunbelt, and their respective agents, together with

Messrs. Tolzien, Wilder, and Sicilian were directly involved with the negotiations regarding the

terms of the sale and otherwise controlled the process for Accurate and Sunbelt.

35. Upon information and belief both Chatam and 1848 Capital Partners provided

Accurate with funds for the transaction with Plaintiffs.

36. Accurate paid a portion of the total purchase price in cash at closing. The

remaining portion of the purchase price was financed by a promissory note in the principal

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amount of $650,000.00 made by Accurate (the “Accurate Note”) to the Plaintiffs. A copy of the

Accurate Note is attached hereto as Exhibit A and incorporated herein by reference.

37. Sunbelt executed an unconditional limited guarantee (“Sunbelt Guarantee”) of the

debt pursuant to which it was liable for $300,000.00 in principal of the Accurate Note. A copy

of the Sunbelt Guarantee is attached hereto as Exhibit B and incorporated herein by reference.

38. The Sunbelt Guarantee recites that “Guarantor [Sunbelt] has a direct economic

interest in Buyer [Accurate], and Guarantor has a real and substantial interest in inducing Seller

and the Shareholders to proceed to a closing. . .”. Id. at p. 1.

39. The Plaintiffs also executed a Subordination and Intercreditor Agreement

(“Intercreditor Agreement”) with Chatham. A copy of the Intercreditor Agreement is attached

hereto as Exhibit C and incorporated herein by reference.

40. Defendants identified Chatham as a senior lender of Accurate who would provide

approval for financing to Accurate to acquire the business assets of Laurentec.

41. Chatham is purportedly a lender under the terms of a Senior Credit Agreement

dated July 15, 2008, pursuant to which it would make loans and other financial accommodations

to Accurate.

42. Defendants persuaded Plaintiffs to execute the Intercreditor Agreement. While

the full terms of the Intercreditor Agreement are set forth therein, the agreement contained a

“Standstill Provision” which provides –

Until Discharge of Senior Debt shall have occurred, Subordinated Creditor [Plaintiffs] shall not, without the prior written consent of Agent [Chatham], take any Enforcement Action with respect to the Subordinated Debt. Notwithstanding the foregoing, Subordinated Creditor may file proofs of claim against the Company in any Proceeding involving the Company. Any distributions or other proceeds of any Enforcement Action obtained by Subordinated Creditor in violation of the foregoing prohibition shall in any event be held in trust by it for the benefit of Agent

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and Senior Lenders and promptly paid or delivered to Agent for the benefit of Senior Lenders in the form received until Discharge of Senior Debt shall have occurred.

Intercreditor Agreement at § 2.4.

43. If enforceable, the Standstill Provision operates to preclude the Plaintiffs from

enforcing the Subordinating Debt (defined as both the Accurate Note and Sunbelt Guarantee) in

the event that Accurate defaulted under its loan with Chatham.

44. During all negotiations concerning the sale of Laurentec’s assets, Defendants’

principals represented to Plaintiffs that Chatham was an unrelated third-party lender entity who

provided traditional financing in an arms-length manner.

45. Sunbelt, 1848 Capital, and Accurate and its respective agents, together with

Messrs. Tolzien, Wilder, and Sicilian further represented to Plaintiffs that Accurate was

performing its obligations under its loan with Chatham.

46. During the all dealings, negotiations, and up to the time of closing, Sunbelt, 1848

Capital, and Accurate and its respective agents, together with Messrs. Tolzien, Wilder, and

Sicilian knew, or had reason to know, that Accurate was in default under its loan with Chatham .

47. Sunbelt, 1848 Capital, and Accurate and its respective agents, together with

Messrs. Tolzien, Wilder, and Sicilian knew, or had reason to know, that the Intercreditor

Agreement would purportedly preclude the enforcement of the Accurate Note and Sunbelt

Guarantee by the Plaintiffs under the Standstill Provision, because Accurate would unavoidably

default on its modified debt obligations to Chatham.

48. Immediately preceding the closing on the sale of Laurentec assets, Chatham, and

Accurate, purportedly entered into a loan modification agreement wherein the slate was “wiped

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clean”, such that Accurate was not in default, in order to allow Accurate to acquire the Laurentec

assets and enter into the various agreements with Plaintiff.

49. Immediately after closing on the transaction with Plaintiffs, Accurate allegedly

again defaulted on its obligations purportedly owed to Chatham.

50. Defendants never disclosed to Plaintiffs that Accurate had been in default and was

unable to perform its obligations under the terms of its loan agreement with Chatam.

51. Upon information and belief, Defendants knew at the time of the closing on the

sale with Plaintiffs that Accurate would be unable to perform its obligations owed to Chatham,

even as the obligations were purportedly modified.

52. Accurate’s default on its obligations owed to Chatham and its inability to perform

notwithstanding the purported modification were material. The Plaintiffs would not have agreed

to finance the purchase of Laurentec’s assets had they known that they had no effective ability to

enforce the agreements and that Accurate was not paying its other notes and debts.

53. Furthermore, Plaintiffs would not have entered into a the Intercreditor Agreement

which purportedly precludes the enforcement of the Accurate Note and Sunbelt Guarantee under

the Standstill Provision in the event that Accurate was in default on its loan with Chatham.

54. After the closing on November 23, 2012, Plaintiffs remained in physical

possession of the equipment.

55. Accurate allegedly defaulted on its debt obligations to Chatam on December 3,

2012.

56. Accurate did not provide Plaintiffs with notice of its default.

57. Pursuant to the Intercreditor Agreement, when Accurate defaulted on its payment

to Chatam, it was prohibited from making any further payments to Plaintiffs. However,

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Defendants caused Accurate to tender its first payment pursuant to the Accurate Note on January

1, 2013, in order to mislead Plaintiffs and obtain possession of the equipment.

COUNT ONE (Declaratory Judgment)

(As to Defendants Accurate and Chatham)

Plaintiffs repeat and reallege the allegations contained in paragraphs 1 to 57 as if the

same were set forth at length herein.

58. Plaintiffs assert this declaratory judgment claim against Accurate and Chatham to

declare the Intercreditor Agreement unenforceable.

59. Through various representations, discussions and failure to disclose material

information by the Defendants, the Plaintiffs agreed to enter into the transaction with Accurate

and agree to finance a portion of the purchase.

60. Defendants’ actions and statements duped the Plaintiffs into entering the

Intercreditor Agreement pursuant to which the Plaintiffs purportedly agreed to forego

enforcement of the Accurate Note and Sunbelt Guarantee or otherwise turnover any funds paid

as a result of any enforcement proceedings.

61. There is a bona fide, actual, present and practical need for declaratory relief and a

substantial, present, and continuing controversy between the parties and a declaration of rights is

both necessary and appropriate to establish that the Intercreditor Agreement is not a valid or

enforceable contract.

62. All parties with an actual, present, adverse and antagonistic interests in the subject

matter of this controversy are properly before the Court.

63. The declaratory relief sought is not merely legal advice by the courts or to answer

questions propounded form curiosity.

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64. If enforceable, the Intercreditor Agreement effectively leaves the Plaintiffs

without any effective remedy and the promises contained in the Accurate Note and Sunbelt

Guarantee are essentially illusory and of no force or effect. In essence, Accurate can retain the

assets obtained from Laurentec under the terms of the APA without making any payment to the

Plaintiffs in perpetuity.

65. Plaintiffs would never have agreed to the sale, the financing or the Intercreditor

Agreement had Defendants disclosed the multi-year default by Accurate.

66. Plaintiffs’ injury can be redressed by a declaration that the Intercreditor

Agreement is unenforceable and allow the parties to enforce the terms of the Accurate Note and

Sunbelt Guarantee. If the Plaintiffs are prevented from pursuing their rights under the terms of

the Accurate Note and Sunbelt Guarantee, Plaintiffs will be monetarily harmed without the

ability to seek redress and Accurate and Sunbelt will be rewarded for their unjust and

unconscionable conduct.

WHEREFORE, Plaintiffs Sean Raimbeault and Lori-Ann Raimbeault respectfully

request this Honorable Court to enter judgment in their favor and against Defendants Accurate

and Chatham declare that the Intercreditor Agreement is unenforceable and null and void, and

for any other relief this Court deems just and equitable.

COUNT TWO (Civil Conspiracy to Commit Fraud)

(As to Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder and Sicilian.)

Plaintiffs repeat and reallege the allegations contained in paragraphs 1 to 57 as if the


67. Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder, and Sicilian entered into an

agreement with one another pursuant to which they agreed to, among other things, willfully

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misrepresent and refuse to disclose Accurate’s default under the Chatham loan and its intention

not to perform its obligations owed to Plaintiffs as part of the purchase of Laurentec’s assets.

68. Accurate’s default under the Chatham loan was material.

69. The actions of Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder, Sicilian and.

were done in an effort to defraud Plaintiffs.

70. Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder, Sicilian and each made false

representations and/or assurances of the status of Accurate’s loan with Chatham, its performance

thereunder and its intention and ability of Accurate to fulfil its obligations owed to Plaintiffs.

Each and every false representations and/or assurances were overt acts in furtherance of the

conspiracy between them to harm Plaintiffs.

71. Plaintiffs have incurred damages as a result of the actions of Accurate, Sunbelt,

1848 Capital, Tolzien, Wilder, and Sicilian.

WHEREFORE, Plaintiffs respectfully request this Honorable Court to enter judgment in

their favor and against Defendants Accurate, Sunbelt Chatham , 1848 Capital , Tolzien, Wilder,

and Sicilian for compensatory damages and costs, and upon a proper showing pursuant to the

Florida Tort Reform Act, allow Plaintiffs’ claim for punitive damages, and for any other relief

this Court deems just and proper.

COUNT THREE (Suit on Note) (As to Defendant Accurate)

Plaintiffs repeat and reallege the allegations contained in the paragraphs 1 to 57 as if the


72. Under the terms of the Accurate Note, Accurate, as Borrower, agreed to pay the

Raimbeaults the original principal amount of $650,000.00 at the annual rate of nine (9.0%)

percent by making 36 monthly payments of principal and interest.

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73. At the time of closing, the purchased assets were located at Laurentec’s facility

in Summerville, South Carolina and remained there until sometime after the first payment

became due under the Accurate Note became due.

74. Accurate made the first payment due under the Accurate Note to Plaintiffs in

order to gain access to the Purchased Assets, and shortly thereafter moved the assets to its

facility located in North Carolina.

75. Thereafter, without notice to Plaintiffs, Accurate failed and refused to tender any

further payments due under the Accurate Note.

76. The Accurate Note is a valid and binding contract between Accurate and the

Raimbeaults.

77. The Plaintiffs performed all of their obligations due and owing under the

Accurate Note.

78. Accurate’s failure to tender payment to the Plaintiffs is a material default of the

Accurate Note.

79. Upon Accurate’s default, interest on the unpaid balance accrued at the rate of

eighteen (18%) percent.

80. All required notices of default have been provided to Accurate.

81. As of April 30, 2014, there is an unpaid balance of $841,368.19, plus interest

accruing at the annual rate of 18% on the Accurate Note.

82. The Accurate Note provides that the Plaintiffs are entitled to the reimbursement of

their costs and expenses incurred in response to a default.

83. The Plaintiffs retained the undersigned law firms in response to Accurate’s

default under the Accurate Note.

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84. The Plaintiffs are entitled to entry of judgment against Accurate for the amounts

due and owing under Accurate Note, together with all accruing interest and attorneys’ fees and

costs.


their favor and against Defendant Accurate, for compensatory damages, prejudgment interest,

and attorney’s fees and costs, and for any other relief this Court deems just and proper.

COUNT FOUR (Suit on Guarantee)

(As to Defendant Sunbelt)



85. As Plaintiffs required additional security to consummate the transaction, Sunbelt

executed the Sunbelt Guaranty pursuant to which it agreed to, among other things, guarantee the

full and timely payment of the first $300,000.00 of principal due under the Accurate Note.

86. The guarantee was absolute, unconditional, complete and irrevocable.

87. Sunbelt further waived all defenses to the payment of the indebtedness that may

be asserted by Accurate.

88. The Sunbelt Guarantee is a valid and enforceable agreement between the

Plaintiffs and Sunbelt.

89. The Plaintiffs performed all of their obligations due and owing under the Sunbelt

Guarantee.

90. The loan is in default as a result of Accurate’s failure to pay the amounts due and

owing under the Accurate Note, among other things.

91. All notices of default have been given to Sunbelt.

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92. Despite demand, Sunbelt refuses to fulfill its obligations under the Sunbelt

Guaranty and pay the amounts due and owing.

93. Sunbelt’s refusal to pay the Plaintiffs the amounts due and owing as set forth in

the Sunbelt Guaranty is a material default of the terms and conditions of the Sunbelt Guaranty.

94. In addition to the payment of $300,000.00 in principal, the Plaintiffs are entitled

to the reimbursement of their costs and expenses incurred in response to Sunbelt’s refusal to

honor its obligations, including the repayment of their costs and attorneys’ fees.

95. The Plaintiffs are entitled to entry of judgment against Sunbelt in the amount of

$300,000.00, plus interest, costs and attorneys’ fees.


their favor and against Defendant Sunbelt for compensatory damages, prejudgment interest, and

attorney’s fees and costs, and for any other relief this Court deems just and proper.

COUNT FIVE (Fraud)

(As to Defendants Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder and Sicilian.)



96. Through various representations and discussions, Accurate, Sunbelt, 1848 Capital,

Tolzien, Wilder and Sicilian committed fraud in the purchase of Laurentec’s assets.

97. The aforementioned actions statements, and material errors and omissions falsely

represented the relationship between Accurate, Sunbelt and Chatham and the performance of the

loan with Chatham.

98. Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder, and Sicilian knew of the falsity

of the representations made to the Plaintiffs at all times material to this action.

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99. The misrepresentations, half-truths, and omissions of Accurate, Sunbelt, 1848

Capital, Tolzien, Wilder, and Sicilian were intended to cause Plaintiff to sell Laurentec and

deliver its assets.

100. Plaintiffs did not know of the falsity of the representations and could not have

discovered the falsity through the exercise of reasonable care.

101. Plaintiffs relied upon the representations of Accurate, Sunbelt, 1848 Capital,

Tolzien, Wilder and Sicilian.

102. But for those representations, Plaintiffs would not have sold Laurentec’s assets

or financed the transaction.

103. Plaintiffs had a right to rely upon the representations of Accurate, Sunbelt, 1848

Capital Partners, Tolzien, Wilder, and Sicilian.

104. As a direct and proximate result of the misrepresentations, half-truths, and

omissions, the Plaintiffs have been damaged in an amount to be determined at trial.

105. Because the actions of Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder, and

Sicilian were willful, malicious and or in reckless disregard for the truth, Plaintiffs are entitled to

punitive damages.


their favor and against Defendants Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder, and Sicilian

for compensatory damages and costs, and upon a proper showing pursuant to the Florida Tort

Reform Act, allow Plaintiffs’ claim for punitive damages, and for any other relief this Court

deems just and proper.

COUNT SIX (Constructive Fraud)

(As to Defendants Accurate, Sunbelt, 1848 Capital Partners, Tolzien, Wilder and Sicilian

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106. Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder and Sicilian made the

aforementioned representations to the Plaintiffs.

107. Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder and Sicilian knew, or should

have known, that their representations were false and material to the purchase of Laurentec’s

assets and the financing obtained from Plaintiffs.

108. Upon information and belief, Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder

and Sicilian knew that Accurate and Sunbelt were unwilling and incapable of honoring their

contractual obligations.

109. Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder and Sicilian knew the

representations were false, or recklessly disregarded the truth or falsity of the representation.

110. Relying upon the false representations of Accurate, Sunbelt, 1848, Tolzien,

Wilder and Sicilian, Plaintiffs sold the assets of Laurentec and financed the transaction.

111. Plaintiffs were unaware of the falsity of the representations.

112. Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder and Sicilian intended to deceive

the Plaintiffs.

113. Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder and Sicilian intended that

Plaintiffs act upon its false representations.

114. Plaintiffs justifiably relied upon the representations of Accurate, Sunbelt, 1848

Capital, Tolzien, Wilder and Sicilian

115. Plaintiffs had a right to rely upon the representations of Accurate, Sunbelt, 1848

Capital, Tolzien, Wilder and Sicilian.

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116. Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder and Sicilian profited from

Plaintiffs’ reliance upon the false representations.

117. Because of the fraud in the inducement to enter into the agreement to sell

Laurentec’s assets and finance the transaction, Plaintiffs have proximately and consequently

suffered damages as outlined and as shall be proven at trial.


their favor and against Defendants Accurate, Sunbelt, 1848 Capital , Tolzien, Wilder and

Sicilian for compensatory damages and costs, and upon a proper showing pursuant to the Florida

Tort Reform Act, allow Plaintiffs’ claim for punitive damages, and for any other relief this Court


COUNT SEVEN (Unjust Enrichment)

(As to Defendants Accurate and Sunbelt)



118. In reliance upon the promises and representations of Defendants, Plaintiffs sold

Laurentec’s assets and financed the transaction.

119. Accurate and Sunbelt enjoyed and realized the benefits of Laurentec’s assets by

retaining and utilizing them in the operation of their business.

120. Accurate and Sunbelt refuse to pay Plaintiffs the amounts due and owing in

connection with their purchase and have actively engaged in a scheme to defraud Plaintiffs.

121. Accurate and Sunbelt will obtain an unjust enrichment to the detriment of Plaintiff

as a result of failure to pay for their acquisition of LAURENTEC’s assets.

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their favor and against Defendants Accurate and Sunbelt for compensatory damages,

prejudgment interest, and attorney’s fees and costs, and for any other relief this Court deems just

and proper.

COUNT EIGHT (Unfair and Deceptive Trade Practices)

(As to Defendants Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder and Sicilian.)



122. The conduct of Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder and Sicilian

constitutes unfair and deceptive trade practices and is a violation of Fla. Stat. § 501.201, et. Seq.

(“FUDTPA”)

123. The Plaintiffs are consumers within the meaning of FUDTPA.

124. Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder and Sicilian engaged in unfair

practices when they misrepresented Accurate’s default status with Chatam and caused Plaintiffs

to transfer Laurentec assets in exchange for a worthless and purportedly unenforceable note and

guaranty.

125. Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder and Sicilian engaged in unfair

practices when the conspired to induce Plaintiffs to accept an “absolute, unconditional, complete,

continuing, and irrevocable” Guarantee, which they knew would not have any effect due to the

Chatam intercreditor agreement, instead of the previously agreed upon security interest in the

equipment.

126. The actions of Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder and Sicilian were

willful and intentional.

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127. The conduct of Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder and Sicilian is

capable of repetition and, upon information and belief has been repeated.


affects the public interest.

129. Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder and Sicilian knew or should

have known that its actions constituted unfair and deceptive trade practices.


qualifies as an unfair practice within the meaning of FUDTPA, because said acts are unethical,

unscrupulous, and substantially injurious to Plaintiffs.

131. As a direct, foreseeable, and proximate result of the unfair and deceptive trade

practices, the Plaintiff has suffered an ascertainable loss of money and property.


their favor and against Defendants Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder, and Sicilian

for compensatory damages and costs, and upon a proper showing pursuant to the Florida Tort

Reform Act, allow Plaintiffs’ claim for punitive damages, and for any other relief this Court


COUNT NINE (Breach of Contract – Consulting Agreement)

(As to Defendant Accurate)



132. Accurate and Sean Raimbeault entered into a Consulting Agreement.

133. Under the terms of the Consulting Agreement, Mr. Raimbeault provided services

to Accurate in order to assist Accurate in the development of its businesses.

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134. The Consulting Agreement provided that Mr. Raimbeault would earn a

commission from both existing and new customers that he prevented.

135. The Consulting Agreement required Accurate to promptly respond to a new

customer’s order and whether such order was acceptable. In the event that the order was not

accepted, Accurate is required to specify the reasons for rejecting the new customer’s order.

136. Mr. Raimbeault has presented several proposals to Accurate.

137. Accurate failed to respond to the proposals as required or pay the commissions to

Mr. Raimbeault.

138. Mr. Raimbeault performed all of his obligations under the Consulting Agreement

and continues to perform the same.

139. Accurate is in material breach of the Consulting Agreement by failing to pay

commissions and responding to customer proposals.

140. As a result of the material breaches of the Consulting Agreement by Accurate,

Mr. Raimbeault has been damaged by an amount to be determined at trial.

WHEREFORE, Plaintiff Sean Raimbeault respectfully request this Honorable Court to

enter judgment in their favor and against Defendant Accurate, for compensatory damages,

prejudgment interest, and attorney’s fees and costs, and for any other relief this Court deems just

and proper.

DATED on this _____ day of May, 2014.

Respectfully Submitted,

POLLACK, POLLACK & KOOGAN, LLC Co-Counsel to Plaintiffs Courthouse Tower 44 West Flagler Street Suite 2050

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Miami, FL 33130 Primary: [email protected] Primary: [email protected] Secondary: [email protected] Secondary: [email protected] Tel: (305) 373-9676 Fax: (305) 373-9679 By: Bretton I. Pollack, Esq. Fla. Bar No. 48793 Gary W. Pollack, Esq. Fla. Bar No. 313114 LANGENDORFER LAW FIRM, LLC Co-Counsel to Plaintiffs P.O. Box 68 Mount Pleasant, SC 29465 (843) 501-0469 Primary: [email protected] By: Brendan P. Langendorfer Admitted Pro Hac Vice

1848 et al. complaint.pdf

Documents

llc sunbelt

llc accurate

capital partners llc

state of florida

llc chatham

controls sunbelt

chatham capital management

accurate machine tool