VIRGINIA WHETSTONE and BRUCE MAGUIRE SUED FOR CIVIL FRAUD, CONSPIRACY: IN HAEC VERBA

The internecine WHETSTONE CHOCOLATE family litigation is continuing in Circuit Court, with a $15 million, 298-paragraph, 17 count complaint filed by HANK WHETSTONE against his sister, VIRGINIA WHETSTONE and her husband, Airport Commissioner BRUCE MAGUIRE:

IN THE CIRCUIT COURT, SEVENTH JUDICIAL CIRCUIT, IN AND FOR ST. JOHNS COUNTY, FLORiDA

CASE NO.: 2015-CA-0IO0 DIVISION: 55

VIRGINlA WHETSTONE and

BRUCE MAGUIRE, individually

and derivatively on behalf of Nominal Defondant WHETSTONE CHOCOLATE

FACTORY, INC., a Florida corporation,

vs.

HENRY M. WHETSTONE, JR., WHETSTONE INDUSTRIES, INC., f/k/a ATLANTIC

CANDY COMPANY, a Florida corporation, WHETSTONE INDUSTRIAL HOLDINGS, INC.,

a Florida corporation, and ATLANTIC CANDY COMPANY, f/k/a AUGUSTINE CHOCOLATE

COMPANY, a Florida corporation, Defendants,

aud

WHETSTONE CHOCOLATE FACTORY, INC.,

a Florida corporation,

Nominal Defondant

---------------I

HENRY M. WHETSTONE, JR.,

Third-Party Plaintift:

vs.

WHETSTONE CHOCOLATES, fNC., a

Florida corporation, and WHETSTONE CHOCOLATES OF ST.AUGUSTINE, INC.,

a Florida corporation,

Third-Party Defendants.

-------------- I

DEFENDANT/COUNTER-PLAINTIFF HENRY M. '-'1IETSTONE, JR.'S MOTION FOR LEAVE TO FILE VERIFIED THIRD AMENDED COUNTERCLAIM

Defendant/Counter-plaintiff, Henry M. Whetstone, Jr. ("Hank"), pursuant to Rule 1.090, Fla. R. Civ. P., moves this Court for leave to file a Verified Third Amended Counterclaim, and in support thereof alleges as follows:

l.       Rule 1.190, Fla. R. Civ. P., requires this Court to allow liberal amendment  to pleadings "which shaH be freely given when justice so requires."

2. The parties are engaged in ongoing document discovery in this case and new infonnation supporting additional causes of actions against the Plaintiff/Counter-Defendant, Virginia Whetstone ("Virginia '), has been ]earned by .Hank through the discovery process.
3. In addition, Hank wishes to make corrections to allegations contained in paragraphs 124, 125, 126, 127, l28 and 138 of the Verified Second Amended Counterclaim.
4. Good cause exists for the filing of this Motion for Leave to File Verified Third Amended Counterclaim as it will further the interests of justice.
5. Virginia will not be prejudiced by this Court granting Hank leave to file the

Verified  Third  Amended  Counterclaim. There has been no case management order entered and this case is not currently set for triaL

6. This Motion has been made in good faith and not for dilatory purposes.

7. The proposed Verified Third Amended Counterclaim is attached as Exhibit A to this Motion.
8. For the foregoing reasons, Hank respectfully requests that this Court grant him leave to file a Verified Third Amended Counterclaim to assert, derivatively, on behalf

Whetstone Chocolate Factory, Inc., and directly, on his own behalf, the causes of action contained therein.

TALBERT LAW FIRM

  ls/ w: David Talbert II

By: _

W. David Talbert H

Florida Bar No. 0742945

1930 San Marco Boulevard, Suite 202

Jacksonville, Florida 32207

(904) 348-3161

(904) 348-3162 (facsimile) talbertlawfirm@bellsouth.net Attorneys for Henry M. \Vhetstone, Jr.

CERTIFICATE OF SERVICE

l certify that on April 3, 2019, a copy of the foregoing was furnished byE-mail via the Florida Court E-Filing Portal to aH counsel of record.

/5/ W David Talbert fl

Attorney

EXHIBIT A

JN THE CIRCUTI' COURT, SEVENTH JUDICIAL CIRCUIT, JN AND FOR ST JOHNS COUNTY, FLORIDA

CASE NO.: 2015-CA-0100 DIVISION: 55

VIRGINIA WHETSTONE and

BRUCE MAGUIRE, individually

and derivatively on behalf of Nominal Defendant, WHETSTONE CHOCOLATE

FACTORY, INC., a Florida corporation, vs.

HENRY M. WHETSTONE, JR., WHETSTONE INDUSTRIES, INC,, f/k/a ATLANTIC

CANDY COMPANY, a Florida corporation, WHETSTONE INDUSTRIAL HOLDINGS, INC,

a Florida corporation, and ATLANTIC CANDY

COMPANY, f/k/a AUGUSTINE CHOCOLATE

COMPANY, a Florida corporation,

Defendants,

and

"WHETSTONE CHOCOLATE FAC""'TORY, JNC.,

a Florida corporation,

Nominal Defendant.

------------------j

HENRY M. WHETSTONE, JR.,

Third-Party Plaintiff,

vs.

WHETSTONE CHOCOLATES, INC., a

Florida corporation, and WHETSTONE CHOCOLATES OF ST.AUGUSTI1\1E, INC.,

a Florida corporation,

Third-Party Defendants.

  I

VERIFIED THIRD AMENDED COUNTERCLAIM

Defendant/Counter-plaintiff: Henry M. Whetstone, Jr. ("Hank"), individually and derivatively on behalf of Nominal Defendant, Whetstone Chocolate Factory, Inc. ("·WCF"). asserts this Verified Third Amended Counterclaim against Plaintiffs/Counter-defendants, Virginia Whetstone ("Virginia") and Bruce Maguire ("Bruce"), and alleges:

Allegations Common to AU Counts

1. Hank is an individual who resides in St Johns County, Florida. He is

mani.ed to Janice Whetstone ("Janice"), and they have two adult children.

2. Virginia is an individual who resides in St. Johns County, Florida. Hank is Virginia's brother. She has no other siblings and has no biological or adopted children.
3. Bruce is an individual  who resides in St  Johns County,  Florida. He

married Virginia in 2007. Bruce has two aduh children from a prior marriage.

4. WCF is a closely-held Florida corporation with its principal place of business located at 149 King Street, St. Augustine, Florida 32084.
5. Hank is the President ofWCF. He has served as President ofWCF and on

its Board of Directors since it was incorporated.

6. Virginia is Cbief Operating Officer and Treasmer of WCF.  She  has served as the Chief Operating Officer and Treasurer of WCF and Chaim1an of its Board of Directors since it was incorporated.
7. Venue is proper in St. Johns County, Florida as Bruce and Virginia reside in St Johns County, Florida and the conduct giving rise to the causes of action contained in this Verified Amended Counterclaim occurred in St. Johns County, Florida.

Factual Background

8. Hank and Virginia's parents, Henry Whetstone ("Henry") and Esther Whetstone ("Esther''), began selling chocolate in St. Au1,-.ustine, Florida during the l960's.
9. While he was a teenager growing up in St. Augustine, Florida in the l 970's, Hank learned the skills necessary to design and build small machines.
10. After graduating from Vanderbilt University in 1979, Hank began working with the ovvner of Tree ofLifo, Inc. ("Tree of Life"), which was a national food distribution company headquartered in St. Augustine, Florida.
11. Hank set up a factory in St. Augustine, Florida, for Tree of Life consisting

of five (5) manufacturing lines. These lines produced and packaged chocolate like fruit  and nut products for nationwide distribution and sale.

12. Hank also founded Whetstone Corporation in St Augustine, Florida, after his graduation from Vanderbilt University in 1979, which engineered and manufactured sophisticated machines used to produce chocolates.
13. Whetstone Corporation ultimately employed thirty (32) people, including

designers, engineers, machinists, fabricators and electricians.

I4. The machines built by Whetstone Corporation were sold to third-party chocolate manufacturers throughout the United States, Europe, Asia and South America.

15. In 1983, Virginia graduated from Vanderbilt University and returned to St Augustine, Florida to work Henry and Esther divided their business interests into three corporations. These corporations would become known as Whetstone Candy Company, Inc. C'WCC"), Whetstone Chocolates, Inc. C\Vhetstone Chocolates") and Bayfront Inn,

Inc.

16. Each corporation was owned equally by Henry and Esther, Hank, and Virginia.
17. WCC was responsible for the wholesale ma11ufacturing of chocofates and Whetstone Chocolates was responsible for retail sales of the chocolates manufactured by wee at three locations in St. Augustine. Florida.
18. In 1984, wee built a manufacturing facility at Highway 312, south of

downtown St. Augustine, Florida, and Whetstone Chocolates opened a retail store at that location. The hvo companies worked together so Whetstone Chocolates could conduct tours of the Highway 312 manufacturing facility.

19. Meanwhile, Whetstone Corporation built a separate building at the Highway 312 location to continue its business of building sophisticated machines to produce chocolates.
20. Hershey Chocolate Company ("Hershey") visited Whetstone  Corporation to discuss purchasing machines to make new products. As part of these discussions, Hershey made Hank aware that it needed to find a contractor to produce limited quantities of these new chocolate products for consumer and market testing.
21. Hank entered into contracts on behalf of Whetstone Corporation with Hershey to design and build highly specialized machines to make the new Hershey

products:. Hank also negotiated contracts on behalf of wee to produce these new

products for Hershey ("Hershey-WCC Contracts") at \1/CC's manufacturing facility on Highway 312.

22. The Hershey-WCC Contracts involved manufacturing chocolate products

using ingredients and packaging materials owned by Hershey. This type of business arrangement is known as "contract manufacturing" in the chocolate industry. Under this type of contract manufacturing, wee only provided labor and overhead services  to Hershey.

23. In 1987, .Hank sold the assets and machine designs of Whetstone Corporation to a large Italian competitor known as Carie & Montanari.
24. After selling the assets of\Vhetstone Corporation, Hank began working full time at wee to grow the contract manufacturing business that began with Hershey.
25. Using Hank's machinery expertise to build manufacturing lines at the

Highway 312 location to produce chocolate as a contract manufacturer, WCC was able to

secure long term and highly profitable contracts with Hershey, Nestle and then M&M/Mars Chocolate.

26. From 1988 until 2000, \VeC's contract manufacturing  business employed up to as many as 250 people  at  its manufacturing  facilities  on Highway  312  and  operated 24  hours  per day,   wee also continued  to produce  chocolates  for \Vhetstone  Chocolates at its manufacturing facilities on Highway 312 between 1988 and 2000. This type of

business is known as "wholesale manufacturing" in the chocolate industry.

27. Whetstone Chocolates continued to conduct tours ofWCe's manufacturing facilities between 1988 and 2000.
28. wee ceased operating as a contract manufacturer after its manufacturing

contracts with Nestle and Mars Chocolate expired and shifted its business towards producing chocolate as a wholesale manufacturer.

29. In 2002, wee merged with Niagara Chocolates, based in Buffalo; New

York and Oakleaf Confections, based in Toronto, Canada, to form an entity known as Sweet\Vorks, Inc. ("SweetWorks"). The OVv'llership of the Highway 312 manufacturing facility and its equipment was transferred to SweetWorks. WCC believed that the SweetWorks merger would allow it to become a wholesale manufacturer of other candy products in addition to chocolate.

30. Hank and Virginia became employees of SweetWorks after the merger and they continued to operate the Highway 312 manufacturing facility for SweetWorks.
31. The merger with Sw·eetWorks was eventually reversed and the o·wnership

of the manufacturing facility at Highway 312 and the manufacturing equipment used to produce chocolate for Whetstone Chcoolates was returned to Hank and Virginia at the end of 2004. The ownership of the equipment used for contract manufacturing at the manufachiring facility at Highway 312 remained with SweetWorks and the equipment was moved to its Buffalo, New York, location.

32. The ownership of the manufacturing facility and the equipment for wholesafo manufacturing of chocolate for Whetstone Chocolates were placed into a new corporation known as Whetstone 312, foe. ("Whetstone 312")
33. Virginia continued to use the equipment owned by Whetstone 312 to manufacture wholesale chocolates for VVhetstone Chocolates at the Highway 312 Manufacturing Facility until the end of 2005.
34. Beginning in January, 2006, Hank decided Whetstone 312 would redevelop a portion of the real property where the Highway 312 manufactming facility was located. This redevelopment involved demolition of the building used to manufacture wholesale chocolates for Whetstone Chocolates as well as the building where Whetstone Chocolates

,vas selling chocolates at retail.

35. Hank was a two-thirds (2/3's) shareholder of Whetstone 312 and Virginia was a one-third (1/3) shareholder of Whetstone 312.
36. Virginia opposed Hank's plans for Whetstone 312 to redevelop the Highway 312 property and engaged an attomey from the Rogers Towers law firm in Jacksonville, Florida, in an attempt to stop the redevelopment.
37. A new three-story office building known as 100 \Vhetstone Place was completed on the Highway 312 property in 2007. One of the original WCC buildings located on the Highway 312 property is now known as 115 Whetstone Place.
38. The redevelopment of the Highway 312 property would cause Whetstone Chocolates to close a profitable retail store.
39. The redevelopment of the Highway 312 property also would require Virginia to relocate the \\Thetstone 312 equipment and the wholesale manufacturing operations for Whetstone Chocolates to another location in St. Augustine, Florida so that she could continue to supply the \Vhetstone Chocolates' retail stores with chocolates to sell.
40. Virginia failed to prevent Hank from redeveloping the .Highway 312 real property. In December 2005, Virginia relocated the Highway 312  wholesale manufacturing facility and operations into a building owned by Hank at 1711 Lakeside Avenue in St. Augustine.   Whetstone Chocolates leased space and opened a retail store in a shopping center nearby the Highway 312 property.
41. In March 2006, Virginia fom1ed Whetstone Chocolates of Augustine, Inc. ('1COSA1'),  to  manufacture  wholesale chocolates for the three Whetstone Chocolates

retail stores operating in St. Augustine, Florida.

42. ln 2007, Hank and Virginia negotiated and executed a written agreement to separate any business interests which they owned together vvhich included, among other things, Virginia's mvnership in "Whetstone 312 and Hank's ownership interest in Whetstone Chocolates ("Business Separation Agreement"). A copy of the Business Separation Agreement is attached as Exhibit A and by this reference made a part hereof.
43. As part of the Business Separation Agreement, Virginia received the wholesale chocolate machines owned by Whetstone 312, and tradenwk rights to the name "Whetstone".
44. Even though the Business Separation Agreement was voluntarily entered into by Hank and Virginia, and Virginia was represented by the Rogers Towers law firm in the transaction, the Whetstone family was fractured after its execution. The Whetstone family seldom communicated after Hank and Virginia entered into the Business Separation Agreement and they no longer got together for holidays or other family events.
45. The bitter feelings over Hank's decision to redevelop the Highway 312 property which resulted in the Business Separation Agreement caused a serious divide in the Whetstone family and took a toll on Hank's two sons, Jared and Hayden. On one side stood Virginia and Bruce, and Henry and Esther, and on the other side stood Hank and Janice. Henry and Esther's only grandchildren, Jared and Hayden, were caught in the middle of the division between the other family members.
46. During 2008, Hank and his wife, Janice, toured artisan chocolate stores and wineries while vacationing in Napa Valley, California. Hank decided he could capitalize on the growing tourism industry in St. Augustine, Florida by finding a location near the

downtown historic district where he could open a chocolate factory which would appeal to tourists who could tour the factory and then purchase the chocolates produced at retaiL

47. Hank negotiated and executed a sales contract to purchase a former tire store located a4_jacent to the downtown histmic district at 149 King Street in St Augustine, Florida ("149 King Street Property''),

48, The 149 King Street Property was ideally  configured  to  allow  St.  Augustine's franchised tour train operators to sell tickets and drop off thousands of tourists each year to buy chocolates and tour the factory where the chocolates are made. Hank's plans for the 149 King Street Property were closely based on his observations of the successful wineries which he toured while in Napa Valley. He envisioned the interior of the 149 King Street Property being divided into space where chocolate was produced, space where the chocolate was sold at retail and space where tourists could be involved

chocolate tasting and educated about the history of chocolate production.

49. Hank's initial plan was to form an investment group with friends and acquaintances to help finance the development of the 149 King Street Property as a tourist destination. Janice convinced Hank to instead offer the opportunity to develop ] 49 King Street Property as a tourist destination to Virginia, and Henry and Esther, i11 an effort to heal the rift created by the Business Separation Agreement
50. Hank called a family meeting which Henry, Esther, Virginia, Bmce and Janice attended. At this meeting, Hank presented his plan to transform the 149  King  Street Property into a tourist destination. He offered the Whetstone family an opportunity to participate. Henry, Esther and Bmce encouraged Virginia to  invest  in Hank's  plan even though she was reluctant to do so.

51. The opportunity that Hank presented to the Whetstone family to open a new and potentially  profitable location on 149 King Street was a timely one.  Hank's decision to redevelop the Highway 312 property in 2007 resulted in the closure of a profitable Whetstone Chocolates' retail store and caused both Whetstone Chocolates and COSA to lose significant amounts of money during 2008.
52. During 2008, Whetstone Chocolates reported losses on its federal inc0111e

tax return.

53. Similarly, in 2008, COSA also reported losses on its federal income tax

return.

54. The investment in transforming the 149 King Street Property into a tourist destination would be substantial and would ultimately require that the cash flow generated from the business operations was sufficient to pay for the financing of the 149 King Street Property's purchase.
55. Hank and Virginia ultimately decided that Virginia would relocate the wholesale manufacturing business operated by COSA to the 149 King Street Property and that business would operate going forward as "Whetstone Chocolate Factory" which also would produce artisan chocolate, seU chocolate at retail and conduct tours. The incentive for Virginia to enter into this business arrangement with Hank was the expansion of the business operated by COSA into retail and tour sales and the relocation of the business to a more desirable area near the dmvntmvn historic district. As an additional incentive for Virginia to join him in transforming the 149 King Street Property into a tourist destination, Hank agreed that she would be paid a salary of $85,000 for running the day to day operations of\Vhetstone Chocolate Factory after it opened.

56. Tue Rogers Towers law firm was hired by Virginia to prepare a Shareholders' Agreement and the other documents necessary to incorporate Whetstone Chocolate Factory.
57. On March 2, 2009, Virginia incorporated an entity known as \Vhetstone Chocolate Factory, Inc. ("WCF") in the State of Florida. Pursuant to the terms of a Shareholders' Agreement between Virginia and Hank that they entered when WCF was incorporated, they each owned fifty percent (50%1) of the shares of common stock ofWCF. A copy of the Shareholders' Agreement is attached as Exhibit Band by this reference made a part hereof.
58. Hank was appointed as the President and Secretary of WCF and Virginia as its Treasurer when WCF was incorporated and they have continued to serve in those positions through the date of this Verified Amended Counterclaim.
59. Section 1 of the Shareholders' Agreement provides in pertinent part as

follows:

1. Business Plan. The Corporation will import, receive, clean, roast, refine and winnow cocoa beans; melt, enrobe, mold and wrap chocolate; seH chocolate, candies and other confoctionary products at wholesale and at retail; and conduct educational and promotional activities relating to chocolate and other products using equipment O\vned or leased by the Corporation and operated at a building or buildings located in St. Augustine, Florida (the "Business"). In furtherance of the Corporation's intention to make and sell chocolate from "bean-to-bar," the Corporation will create a n:mlti-functional retail store which melds consumer education and interactive production techniques with quality chocolate products for sale at both wholesale and retail; increase retail sales for lines of chocolates under both the "Whetstone" name and a brand name to be determined by Hank ("Hank's Chocolates") and provide  a  central facility to demonstrate the "bean-to-bar'' machinery line ....

4. Wholesale Sales. The Corporation's factory will produce chocolates for wholesale to Virginia's retail stores and for third parties. . . . AU wholesale revenues will be treated as revenue of the Corporation.

5. Retail Sales. The Corporation will operate a retail store which will carry both Virginia's and Hank's line of chocolates ... AH retail revenues will be treated as revenue of the Corporation.

6. Tours. Interactive and educational tours will  be owned by the Corporation and operated and conducted as part of the corporate sales program....

60. Section 2 of the Shareholders' Agreement provides in pertinent part as follows:

2. Acquisition  of Real Property. The Corporation intends to acquire real property on King Street in St. Augustine at which its production and sale activities will

take place. Joseph Tringali has assigned to Hank a  purchase and sale agreement relating to the Prope.rty which agreement has been further assigned by Hank to the Corporation on the date hereof.

(b) Building. Subject to  Section  6(d)  below,  the building will be named the "Whetstone Chocolate Factory"

61. The real property referenced in Section 2 of the Shareholders' Agreement is the 149 King Street Property.
62. As contemplated by the Shareholders' Agreement, Hank assigned his contractual right to purchase 149 King Street (the "149 King Street PSA") at the time of

\VCF's incorporation. A copy of the 149 King Street PSA and the assignment for the 149 King Street PSA is attached as Composite Exhibit C and by this reference made a part hereof.

63. Simultaneously with assignment of the 149 King Street PSA, Hank executed an Employment Agreement 011 WCF's behalf with Virginia which provides, among other things, that Virginia would be responsible for the day to day operations of WCF during the first five (5) years of its operations. A copy of the Employment

Agreement is attached as Exhibit D and by this reference made a part hereof

64. After the execution of the Shareholders' Agreement, Hank began an extensive renovation of the 149 King Street Property on behalf ofWCF to provide it with the manufacturing and tour faeilites contemplated in Section 1 the Shareholders' Agreement.
65. About one month following incorporation of VVCF, Hank presented the Board of Directors of WCF (the "WCF Board") with an opportunity to enter a purchase and sale agreement for 139 King Street ("139 King Street Property") which is adjacent to the 149 King Street Property (the "139 King Street PSA").  A  copy of the 139 King Street PSA is attached as Exhibit E and by this reference made a part hereof. Because of the ongoing financial crisis, however, financial institutions were reluctant to loan money for real estate purchases in 2009, so Hank successfully negotiated the 139 King Street PSA to include an extended closing feature that required WCF to make monthly payments which would be applied toward the purchase price at dosing. The WCF Board approved the 139 King Street PSA.
66. After the vVCF Board approved the 139 King Street PSA and through early

2010, the Board (Hank, Janice, Virginia, Bruce, Henry and Esther) held numerous meetings to plan the retai.1, wholesale and tour operations at WCF's King Street Properties. Everyone worked together with a goal of commencing retail, wholesale and tour operations at \VCF's King Street Properties. Hank oversaw the work at the 149 King Street Property which included rezoning, engineering, facility layout, demolition, deb1is removal, electrical, plumbing, HVAC, compressed air, lighting, restrooms, sinks, drains and painting.

67. In April 2010, Hank directed, moved and connected the wholesale

manufacturing equipment used by COSA into the 149 King Street Property. This equipment included most of the items listed on Exhibit A of the Shareholders 1 Agreement. It was moved to the 149 King Street Property so WCF could presumably begin the wholesale production of chocolates contemplated by the Shareholders' Agreement.

68. Between April, 2010 and August, 2010, Virginia and Bruce moved surplus

retail store fixtures which Whetstone Chocolates owned and had in storage into the 139 King Street Property so WCF could presumably begin the retail sales of chocolates as contemplated by the Shareholders' Agreement.

69. Virginia arranged for tourist trains to begin stopping at the 139 King Street Property and the 149 King Street Property in September, 2010, so \VCF could presumably begin the "factory Tours" contemplated by the Shareholders' Agreement
70. ·while Virginia and Bruce were preparing the 139 King Street Property to open for retail sales between April, 2010 and August, 2010, Hank was exploring business opportunities for restarting his machinery building business which he had put on hold during the 149 King Street Property renovations.

71. In September 2010, Hank relocated his machinery building company, Whetstone lndusuies, Inc. ("WI"), from St. Augustine, Florida to Grand Rapids, Michigan, to pursue new business opportunities. He entrusted Virginia to open the chocolate factory at the 149 King Street Property and the retail store at the 139 King Street Property, and to set up tours of the chocolate factory as contemplated by the Shareholders' Agreement.
72. Despite moving the wholesale manufacturing machines into the 149 King Street Property, Virginia failed to begin wholesale production of chocolates at the 149 King Street Property and chose instead to produce chocolates at wholesale on behalf of her company, COSA.
73. Similarly, despite moving retail fixtures into 139 King Street Property so WCF could begin selling chocolates at retaii Virginia chose instead to sell chocolates at retail at the 139 King Street Property on behalf of Virginia, Henry and Esther's company, Whetstone Chocolates.
74. Virginia failed to provide "Factory Tours" at the 149 King Street Property on WCF's behalf as contemplated by the Shareholders' Agreement and chose instead to conduct "Tasting Tours" at the 139 King Street Property and the 149 King Street Property (collectively, the "WCF King Street Properties") for the benefit Whetstone  Chocolates. The revenues derived from the "Tasting Tours" taking place at WCF's King Street Properties which othenvise would have been earned by WCF have instead been diverted to Whetstone Chocolates by Virginia.
75. The tourist trains which stop at the WCF King Street Properties for the "Tasting Tours" provide tourists with the opportunity to purchase chocolates at retail at the 139 King Street Property. The revenues derived from the sales of chocolates at retail to

15-

the tourists taking the "Tasting Tours" which otherwise would have been earned by WCF have instead been diverted to Whetstone Chocolates by Virginia.

76. In January, 2012, at a WCF Board meeting, Virginia prepared and presented the \VCF Board with financial projections for 2012. Virginia's projections included retail, wholesale and tour revenue for the WCF' King Street properties and projected a loss of $136,825.
77. Dming the January, 2012, WCF Board meeting, 1-fank asked Virginia to provide him with a complete accounting of the retail, wholesale and tour operations at the WCF King Street properties for the time period while he was in Michigan.
78. Virginia told Hank and the WCF Board that Whetstone Chocolates and COSA were operating the retail, wholesale and tour businesses at the WCF King Street Properties. She also told Hank and the WCF Board that he was not entitled to review any financial information of Whetstone Chocolates or COSA because he was not an officer or shareholder of either Whetstone Chocolates or COSA.
79. Following Virginia's refusal to provide Hank with any financial infonnation for the retail, wholesale and tour businesses at the WCF King Street Properties, he told the WCF Board that he would suspend making any further capital contributions to WCF until such time as Virginia provided him with the requested accounting financial information.
80. Hank was concerned by Virginia's representation to the WCF Board that the retail, wholesale and tour operations at the WCF King Street Properties were losing money so he decided to present the WCF Board with a contract manufacturing opportunity to produce a chocolate product for an Australian startup company ("Yowie Product") which he previously had been negotiating for himself.

81. The manufacturing of the Yowie Product by WCF required the use of patents and proprietary manufacturing technology ovvned by Hank. It also required that Hank build a manufacturing line for production of the Yowie Product. WCF did not own the necessary equipment to :manufacture the Yowie Product and did not have the financial ability to purchase the equipment from a third party as a result of Virginia's failure to begin wholesale manufacturing and tours for WCF at the 149 King Street Property and retail sales for WCF at the 139 King Street Property.
82. Hank wrote and executed as the President of WCF a Manufacturing Equipment Supply Agreement (''MESA") which would provide WCF with the equipment it needed to manufacture the Yowie Product.   A copy of the MESA is attached as Exhibit F and by this reference made a part hereof.
83. The MESA contract was reviewed and approved by Virginia and the WCF Board in April, 2012, at the same as they reviewed and approved a Manufacturing Agreement for the Yowie Product with Yowie North America, Inc. ("YNA") A copy of  the Manufacturing Agreement is attached as Exhibit G and by this reference made a part hereof.
84. WCF could not produce the Yowie Product 'vvithout the MESA .

85. The WCF Board decided that the manufacturing of the Yowie Product

, muld take place at the 149 King Street Property.

86. Hank agreed to build the manufacturing line for WCF because he believed that Virginia would provide a :full and complete accounting for the retail, wholesale and tour profits made at the WCF King Street Properties.
87. Hank also wrote and executed as President of WCF a Patent and

Technology License Agreement ("PTLA") that provided WCF with a royalty-free license to rnake the Yowie Product using his patents and proprietary  manufacturing  technology. A copy of the PTLA is attached as Exhibit H and by this reforence made a part hereof.

88. Hank presented the terms contained in sections 1, 2 3, 4, 8 and 9 of the

PTLA to Virginia and the WCF Board in April, 2012, at the same as they reviewed and approved the MESA and Manufacturing Agreement for the Yowie Product.

89. WCF could not produce the Yowie Product without the PTLA.

90. Hank agreed to allow WCF to use his patents and  proprietary manufacturing technology without paying him any royalties because he believed that Virginia would provide a fuH and complete accounting for the retail, wholesale and tour profits made at the WCF King Street Properties.
91. Hank began working on the manufacturing line for the production of the Yowie Product after he executed the MESA on WCF's behalf. His work on the manufacturing line continued throughout the remainder of 2012.
92. Meanwhile, COSA continued to operate at WCF's 149 King Street Property and Whetstone Chocolates continued to operate at WCF's 139 King Street Property throughout the remainder of 2012. Based on Virginia's representation to Hru1k and the

\VCF Board that the operations taking place at the WCF King Street Properties were projected to lose money in 2012, Hank believed that Virginia was covering the losses related to the operations taking place there while he built the manufacturing line to produce the Yowie Product which he believed would make the operations at the WCF King Street Properties profitable.

93. In December 2012, WCF closed on the purchase of the 149 King Street

Property for $1,200,000.

94. The seller of 149 King Street Property financed $1,067,000 of the purchase price and WCF paid the remaining $133,000 owed.
95. Hank arranged the closing at the offices of Upchurch, Bailey & Upchurch, P.A., and made a capital contribution of $6,749 at closing to cover the dosing costs owed byWCF.
96. Virginia attended the closing but did not provide a capital contribution toward the closing costs owed by WCF.
97. A dosing on the 139 King Street Property \Vas scheduled to take place in May, 20] 3, and was being arranged by Virginia.
98. Hank was working on the completion of the manufacturing line for the Yowie Product while Virginia arranged the closing for purchase of the 139 King Street Property by WCF.
99. Hank was copied by Virginia, or Bruce, on e-mails related to the closing for the purchase of the 139 King Street Property by WCF until March 28, 2013.
100. On March 28, 2013, the seller of the 139 King Street Property agreed to extend the closing until June 15, 2013.

10l. Hank was not copied by Virginia, or Bruce, on e-mails related to the closing on the 139 King Street Property after the seller agreed to the extension.

102. On or about May 13, 2013, Virginiaex.ecutedaloancommitmentletterwith Prosperity Bank for Whetstone Chocolates to purchase the 139 King Street Property.

103. Virginia did not disclose to Hank or all of the members of the WCF Board that she had executed a loan commitment letter with Prosperity Bank for Whetstone

Chocolates to purchase the 139 King Street Property.

J04. On May 30, 2013, Virginia executed a loan agreement with Prosperity Bank on behalf of Whetstone Chocolates to borrow $413,950 for the purchase of the 139 King Street Property.

105. Virginia did not disclose to Hank or all of the members of the WCF Board

that she had executed the loan agreement for Whetstone Chocolates to borrow $413,950 for the purchase of the 139 King Street Property.

106. On May 30, 2013, Virginia directed the clos1ng agent, Land Title Company, to apply $185,050 which WCF had deposited for the purchase of the 139 King Street

Property towards the purchase of the 139 King Street Property by Whetstone Chocolates.

.I 07. Virginia did not disclose to Hank or an of the members of the WCF Board

that she had directed Land Title Company to apply the $185,050 which WCF had deposited for the purchase of the 139 King Street Property towards the purchase of the 139 King Street Property by Whetstone Chocolates.

108. On May 30, 2013, Virginia executed an assignment of the 139 King Street PSA from WCF to Whetstone Chocolates. A copy of the assignment for 139 King Street PSA is attached as Exhibit l and by this reference made a part hereof.
109. Virginia did not disclose to Hank or aU of the members of the WCF Board that she had executed an assignment of the 139 King Street PSA from WCF to Whetstone Chocolates.
110. On May 30, 2013, the seller executed a Special Warranty Deed for the 139

King Street Property in favor of Whetstone Chocolates.

111. Virginia did not disclose to Hank or all of the members of the WCF Board

that a Special Warranty Deed for the 139 King Street Property had been executed by the seller on May 30, 2013, in favor of Whetstone Chocolates.

112. At the same time Virginia was arranging for the dosing on the 139 King Street Prnperty; the WCF Board detenn:ined that the 149 King Street Property would not be a suitable location to produce the Yowie Product.
113. Hanle offered WCF the opportunity to use real property located at 115 Whetstone Place in St. Augustine, Florida (" 115 Whetstone Place Property") owned by an entity which he owns, Whetstone Industrial Holdings, Inc. ("WfH"), for manufacturing of the Yowie Product
114. At the time Hank offered WCF the opporhmity to use the 115 Whetstone Place Property, a portion of it was leased to a commercial roofing company which was paying VllH base rent in the amount of $7,000 per month.
115. WIH negotiated the transfer of the commercial roofing company's lease

from the 1 I 5 -vvrhetstone Place Property to real property owned by Virginia which was unoccupied.

116. Hank immediately began the process of converting the 115 Whetstone

Place Property for use as a manufacturing facility for the Yowie Product as soon as the commercial roofing company relocated to the real property owned by Virginia.

117. The conversion ofthe i 15 \Vhetstone Place Property into a manufacturing facility and the completion of the manufacturing line for production of Yowie Product took place at the same time and continued through September, 2013.
118. In December, 2013, WCF began manufacturing Yowie Product at 115 Whetstone Place.

119. A month later, in January 2014, all three members of the YNA's Board of Directors visited St. Augustine, Florida, to renegotiate prices contained in the Manufacturing Agreement.
120. During the visit by the YNA Board of Directors, the Chairman of the Board

of Directors, Wayne Loxton ("Loxton"), threatened to terminate the Manufacturing Agreement unless WCF agreed to reduce its manufacturing costs and Hank agreed to reduce his patent royalties.

121. Hank, Janice, Virginia and Bruce were present when Loxton made his threat to tenninate the Manufacturing Agreement
122. In response to Loxton's threat, Hank agreed to reduce the patent royalties that he charged \'NA by roughly fifty percent (50%).
123. Hank and Virginia negotiated with the )'NA .Board of Directors to reduce

\:\t'CF's manufacturing costs from $0.2061 to $0.1794 per unit (a reduction of 13%), using the 12 million units per year pricing contained in Exhibit D of the Manufacturing Agreement.

124. The manufacturing cost concessions negotiated by Hank and Virginia also

required Hank to make concessions with respect to the on-going fees paid by WCF to Will under the MESA.

125. Section 5 of the MESA requfred V1tCF to pay WIH one hundred (100%) of Chocolate Equipment cost ($340,000  per year).  Section 6 of the MESA  required  WCF to  pay WIH one hundred percent (100%) of Building Costs ($112,000) per year). These  payments totaled $452,000 from WCF to \VITT.
126. The $452,000 in yearly payments from WCF to WIH are noted in Exhibit D

of the MESA dated April 24, 2012, which was approved by the WCF Board at the same time as it approved the Manufacturing Agreement

127. Hank a!:,rreed to significantly reduce WCF's required payments to WIH

under the MESA from $452,000 per year to $100,000 per year.  These price concessions by Will under the MESA were needed so WCF could make manufacturing cost concessions to the YNA Board of Directors.

128. Hank agreed to reduce WCF's required yearly payments to WIH by

$352,000 per year in exchange for certain changes to the MESA and PTLA.

129. The reduced yearly fees from WCF to WIH are reflected in the Second Addendum to the MESA dated January 30, 2014. A copy of the Second Addendum to the MESA dated January 30, 2014, is attached as Exhibit J and by Hus reference made a part hereof
130. The first WCF Board meeting held following the renegotiation of the Manufacturing Agreement was on March 20, 2014.
131. During this meeting, Hank requested that all retail, wholesale, and tour operations taking place at the WCF King Street Properties be placed under WCFs control as contemplated in the Shareholders' Agreement.
132. Virginia and Bmce agreed that the WCF Board would meet again on April 28, 2014, and that they would present a plan to transfer the retail, wholesale and tour operations taking place at the WCF King Street Properties into WCF.
133. Shortly after the March 20, 2014, WCF Board meeting, however, Virginia was diagnosed with cancer so the WCF Board meeting scheduled for April 28, 2014 was canceled.

134. On April 10; 2014, Hank amended the PTLA on behalf ofWCF and Will.

A copy of the amended PTLA is attached as Exhibit K and by this reference made a part hereof.

135. Section 6 of the amended PTLA datedApri110,2014, provides as follows:

ff [WCF] or Virginia is unable or unwHling to complete or facilitate ru1 orderly Consolidation, for whatever reason, Hank may, at his sole and discretion, tenninate this license ru1d the equipment lease."

"For purposes herein, Consolidation means the occurrence and completion of aH of the following: (i) all wholesale and retail operations conducted on the premises of 139 and 149 King Street in St. Augustine, Florida will be transferred from entities that are owned or controlled by Virginia to [WCF] as detailed in the Shareholder Agreement"

and,

"(iv) Virginia shall cause Whetstone Chocolates, inc. (''Chocolatesn) to execute a purchase and sale agreement with [WCF] for the property at 139 King Street at a price totaling Chocolates' out of pocket costs to acquire the property, and further providing that [WCF] shall [close] on the property on or before Chocolate1/ existing mortgage expires."

136. TI1e changes to Section 6 ofthe amended PTLA were indude by Hank for WCF's benefit to insure that Virginia would perform the Shareholders' Agreement and the 139 King Street Property would be returned to WCF.
137. Hank told the WCF Board about the changes at the March 20, 2014 board

meeting.

138. In addition to the changes to Section 6, Exhibit C of the runended PTLA prov.ides that "any excess amount over and above the EBITDA amount" shall be -paid to Hank or WIH as reasonable consideration for Hank agreeing to reduce WCF's required payments to Will by $352,000.00 per year.
139. By August, 2014, Virginia had completed her cancer treatments and Hank

renewed his request to Virginia and Bruce to present their plan to transfer the retail, wholesale and tour operations taking place at the WCF King Street Properties to WCF.

140. On September 11, 2014, Virginia assigned 39,000 of her 40,000 shares of WCF stock to Bruce, which left Hank with 50% (40,000 shares), Bruce with 48.75% (39,000 shares) and Virginia with 1.25% (1,000 shares) of WCF's outstanding shares.
141. On September 12, 2014, Virginia sent an email to members of the WCF Board that read, in part, "to reduce my stress load, I have tr:.msfon-ed the majority of my stock in Wnetstone Chocolate Factory, Inc. to my husband Bruce."
142. Virginia's email included a letter to Hank that reads, in part, "in addition, I have given Bruce full Power of Attorney to act as Proxy on my behalf for any and all shareholder issues and votes for the balance of shares hdd by me, effective Friday, September 12, 2014.''
143. Hank called a WCFBoard meeting on September 22, 2014, after his receipt of Virginia's e-mail.
144. Hank's agenda for the September 22, 2014, WCF Board meeting read, in part, as follows:

"A special meeting of the Board of Directors is being called by the President to consult and confer on next steps regarding consolidation and improper actions taken by certain board members regarding 139 King Street and the accounting related thereto.11

145. Virginia and Esther did not attend the September 22, 2014, WCF Board meeting so a quorum was not established.
146. During the September 22, 2014, WCF Board meeting, Bruce informed Ha:nk and other WCF Board members who attended the meeting: (i) that returning the 139 King Street Property to WCF "was off the table"; (ii) that Virginia would never agree to

transfer the retail, wholesale and tour operations taking place at the WCF King Street Properties to WCF; and (iii) that Virginia would never agree to be in business with Hank agam.

I 47.  The following day, on September 23, 2014, Hank tenninated WCPs license to use his Patents pursuant to the PTLA dated April 10, 2014.

148. WCF could no longer manufacture Yowie Product without the authority to

use H.ank's patents.

149. As a result of WC.F's inability to continue to manufacture Yowie Product, Hank assigned the .Manufacturing Agreement from WCF to WI and WI continued to perform the Manufacturing Agreement in accordance with its terms. A copy of the

assignment of the Manufacturing Agreement is attached as Exhibit Land by this reference

made a part hereof.

150. On January 28, 2015, Virginia filed this lawsuit on behalf of herself and along with Bruce, derivatively on behalf of WCF, against Hank for, among other things, his assignment of Manufacturing Agreement to WI.

Demand Futility

151. Hank brings the causes of action derivatively in the right and for the benefit of WCF to redress injuries suffered, and to be suffered, by WCF as a direct result of the breaches of fiduciary duty, abuse of control, self dealing, gross mismanagement, waste of corporate assets, civil theft and unjust enrichment by Virginia and/or Bruce.
152. Hank will adequately and fairly represent the interests ofWCF in enforcing

and prosecuting its rights.

153. Hank, who is a director, did not make a formal demand on the WCF Board

to institute the causes of action against Virginia and Bruce on behalf of WCF contained herein as such a demand would have been a futile, wasteful and useless act, because under the terms of the Shareholders' Agreement, through their voting bloc, Bruce and Virginia control one-half of the WCF Board, while Hank controls the other half. WCF's Board is unable to act as one or more of Bruce and Virginia's voting bloc refuse to attend any duly noticed \VCF Board meetings. Bruce and Virginia's voting bloc is incapable of making an independent decision to institute and vigorously prosecute the causes of action against Brnce and Virginia, as Bruce and Virginia who are directors \Vould have to vote to sue themselves.

154. The acts and omissions com.plained of constitute gross violations of the fiduciary duties owed by WCF's officers and. directors and are incapable of ratification.
155. Hank has engaged the undersigned counsel to prosecute this action and is obligated to pay a reasonable fee for such legal services.
156. Hank is entitled to recover from Virginia and Bruce an award of his reasonable attorneys' fees pursuant to Fla. Stat. §607.07401.

COUNT I -  DERIVATIVE  CLAIM

FOR BREACH OF FIDUCIARY DUTY AGAL ST VIRGINIA

157. This is a derivative action for damages which exceed $15,000.00, exclusive of interest, attorneys' fees and costs, for breach of fiduciary duty against Virginia.
158. Hank re-alleges and incorporates by reference the allegations of paragraphs 1 through 156 above.
159. As an officer and director of \VCF, Virginia owes a fiduciary obligation to WCF and its shareholders and must act in good faith and in the best interest of the corporation.

160. As an officer and director of WCF, Virginia owes WCF the highest obligations of fair dealing and loyalty,
161. As an officer and director of WCF, Virginia has a fiduciary duty to refrain from self-dealing and unduly benefitting herself or her other companies at the expense of WCF.
162. Virginia breached her fiduciary obligations to WCF and its shareholders in

the following ways:

1. Executing a two (2) year lease on behalf of WCF for the

139 King Street Property and the 149 King Street Property in favor of Whetstone Chocolates and COSA, respectively, without the approval of the WCF Board;

2. Failing to disclose to the WCF Board that she had executed a two (2) year lease on behalf of WCF for the

139 King Street Property and the 149 King Street Property in favor of W hetstone Chocolates and COSA, respectively;

3. Executing a ten (10) year extt."llsion of the initial two (2) year lease on behalf of WCF for the 139 King Street Property and the 149 King Street Property in favor of Whetstone Chocolates and COSA, respectively, without the approval of the WCF Board;
4. Failing to disclose to the WCF Board that she had executed a ten (10) year extension ofthe initial t\vo (2) year lease on behalf of WCF for the 139 King Street Property and the 149 King Street Property in favor of Whetstone Chocolates and COSA, respectively;
5. Executing an assignment of the Purchase and Sale Agreement for 139 King Street Property from WCF to Whetstone Chocolates without approval of the WCF Board;
6. Failing to disclose to the \1/CF Board that she had executed an assignment of the Purchase and Sale Agreement for the 139 King Street Property from WCF to Whetstone Chocolates;
7. Authorizing the application of $185,000.00 deposited by WCF towards the purchase of the 139 King Street Property to Whetstone Chocolates' purchase of the 139 King Street Property; and
8. Failing  to  disclose  to   the  WCF  Board  that  she   had

authorized the application of $185,000.00 deposited by WCF towards the purchase of the 139 King Street Property to Whetstone Chocolates' purchase of the 139 King Street Property.

Copies ofthe two year lease for l 39 King Street Property and the 149 King Street Property and the ten year extension of that lease are attached as composite Exhibit M and by this reference made a part hereof.

163. As a direct and proximate result of Virginia's breaches of her fiduciary obligations., WCF has suffered damages :including, but not limited to, waste of corporate assets, and loss of income, revenue and/or profits from WCF's King Street Properties, and loss of present and future business opportunities.
164. As a result of the misconduct aHeged herein, Virginia is liable to WCF.

\VHEREFORE, Hank demands the entry of a final judgment against Virginia pursuant to Fla. Stat. § 607.07401 for damages, prejudgment interest, interest, attorneys' fees, costs and such other relief as the Court deems proper.

COUNT U- DERIVATIVE CLA™

FOR GROSS MISlVIANAGElVIBNT, CORPORATE WASTE AND SELFING-DEALING AGAINST VIRGINIA

165. TI.1is is a derivative action for damages which exceed $15,000.00, exclusive of interest, attorneys' fees and costs, for gross mismanagement, corporate waste and self-dealing against Virginia.
166. Hank re-alleges and incorporates by reference the allegations of paragraphs 1 through 156 above.
167. Virginia, in her role as an officer and director of WCF, engaged in the acts of gross mismanagement alleged herein, or acted in reckless disregard of the facts known

to her, with the resulting damage to \VCF and the dilution of the shareholders' interest in WCF.

168. Virginia was aware, or should have been aware, of the facts aHeged herein, but did nothing to com ct them and thereby breached her duty of care, loyalty, accountability and disclosure to the shareholders of WCF and WCF itself.
169. Virginia has been responsible for gross mismanagement of WCF in the following ways:
1. Executing a two (2) year lease on behalf of WCF for the 139 King Street Property and the 149 King Street Property in favor of Whetstone Chocolates and COSA, respectively, without the approval of the WCF Board;
2. Failing to disclose to the WCF Board that she had executed a two (2) year lease on behalf of WCF for the 139 King Street Property and the 149 King Street Property in favor of Whetstone Chocolates and COSA, respectively;
3. Executing a ten (10) year extension of the initial two (2) year lease on behalf of WCF for the 139 King Street Property and the 149 King Street Property in favor of Whetstone Chocolates and COSA, respectively, without the approval of the WCF Board;
4. Failing to disclose to the \\TCF Board that she had executed a ten ( IO) year extension of the initial two (2) year lease on behalf of WCF for the 139 King Street Property and the 149 King Street Property in favor of Whetstone Chocolates and COSA, respectively;
5. Executing an assignment of the Purchase and Sale Agreement for 139 King Street Property from WCF to

\ lhetstone Chocolates without approval of the WC:F Board;

6. Failing to disclose to the WCF Board that she had executed an assignment of the Purchase and Sal.e Agreement for the

139 King Street Property fmm WCF to Whetstone

Chocolates;

7. Authorizing the application of $185,000.00 deposited by WCF towards the purchase of the 139 King Street Property to Whetstone Chocolates' purchase ofthe 139 King Street Prope1ty; and
8. Failing to disclose to the WCF Board that she had authorized the application of $185,000.00 deposited by WCF towards the purchase of the 139 King Street Property to Whetstone

Chocolates' purchase of the 139 King Street Property.

170. Virginia's conversion of WCF funds and assets to her own use and for her

own _personal gain constitutes corporate waste and self-dealing.

171. Virginia's assignment ofthe 139 King Street PSA to one of her cmnpanies constitutes corporate waste and self-dealing.
172. As a direct and proximate result of Virginia's gross mismanagement, corporate waste and self-dealing; WCF has suffered damages including, but not limited to waste of corporate assets, loss of business, incorne, revenue and/or profits, and loss of present and future business opportunities.
173. As a result of the misconduct alleged herein, Virginia is liable to WCF.

WHEREFORE, Hank, on behalf of WCF, demands the entry of a final judgment against Virginia pursuant to Fla. Stat. § 607.07401 for damages, prejudgment interest, interest, attorneys' foes, costs and such other relief as the Court deems proper.

COUNT ffi- DERIVATIVE CLAIM

FOR ABUSE OF CONTROL AGAINST VIRGINIA

174. This is a derivative action for damages which exceed $15,000.00, exclusive of interest, attorneys' fees and costs, for abuse of control against Virginia.
175. Hank re-alleges and incorporates by reference the allegations of paragraphs l through 156 above.
176. As an officer and director of\VCF, Virginia owes a fiduciary obligation to WCF and its shareholders and must act in good faith and in the best interest of the corporation.

177. As an officer and director of WCF, Virginia has a fiduciary obligation to refrain from self-dealing and unduly benefitting herself or her other companies at the expense ofWCF.

I 78. Virginia has abused her control of WCF in the foUowing ways:

1. Executing a two (2) year lease on behalf of WCF for the 139 King Street Property and the 149 King Street Property in favor of Whetstone Chocolates and COSA, respectively, without the approval of the WCF Board;
2. Failing to disclose to the WCF Board that she had executed a rwo (2) year lease on behalf of VlCF for the 139 King Street Property and the 149 King Street Property in favor of Whetstone Chocolates and COSA, respectively;
3. Executing a ten (10) year extension ofthe initial two (2) year lease 011 behalf ofWCF for the 139 King Street Property and the 149 King Street Property in favor of Whetstone Chocolates and COSA, respectively, without the approval of the WCF Board;
4. failing to disclose to the WCF Board that she had executed a ten (10) year extension of the initial two (2) year lease on behalf ofWCF for the 139 King Street Property and the 149 King Street Property in favor of Whetstone Chocolates and COSA, respectively;
5. Executing an assignment .of the Purchase and Sale Agreement for 139 King Street Property from WCF to Whetstone Chocolates without approval of the WCF Board;
6. Failing to disclose to the VlCF Board that she had executed an assignment of the Purchase and Sale Agreement for the

139 King Street Property from WCF to Whetstone Chocolates;

7. Authorizing the application of $185,000.00 deposited by WCF towards the purchase of the 139 King Street Property to Whetstone Chocolates' purchase of the 139 King Street Prope1iy; and
8. Failing to disclose to the WCF Board that she had authorized the application of $185,000.00 deposited by \VCF towards the purchase of the 139 King Street Property to Whetstone Chocolates' purchase of the 139 King Street Property.

179. Virginia's misconduct  alleged herein constitutes an abuse of her  authority and ability to control and influence \¥CF, for which she is legally responsible.

180. As a direct and proximate result of Virginia's abuse of control, WCF has suffered damages.

i81. As a result of the misconduct alleged herein, Virginia is liable to \VCF.

WHEREFORE, Han on behalf of WCF, demands the entry of a final judgment against Virginia pursuant to Fla. Stat § 607.07401 for damages, prejudgment interest, interest, attorneys' fees, costs and such other relief as the Court deems proper.

COUNT IV - DERIVATIVE CLAIM

FOR USURPING CORPORATE OPPORTUNITIES AGAINST VIRGINIA

182. This is a derivative action for damages which exceed $15,000.00, exclusive of interest, attorneys• fees and costs, for usurping corporate opportunities against Virginia.
183. Hank re-alleges and incorporates by reference the allegations ofparagraphs l through 156 above.
184. As an officer and director of WCF, Virginia owes a fiduciary obligation to

WCF and its shareholders and must act in good faith and in the best interest of the corporation.

185. As an officer and director of \VCF, Virginia m:ves VlCF the highest

obligations of fair dealing and loyalty.

186. As an officer and director of WCF, Virginia bas a duty to act in the best interest ofWCF and to forther the business interests of WCF.
187. As an officer and director ofWCF, Virginia owes WCF certain duties and obligations including, but :not limited to, the duty not to acquire corporate opportunities rightfuHy belonging to WCF.

188. The opportunity to manufacture chocolate at wholesale at the 149 King Street Property is a significant bona fide corporate opportunity which belonged to WCF and is within the scope of the Shareholders' Agreement.
189. The opportunity to sen chocolate at retail at the 139 King Street Property is a significant bona fide corporate opportunity which belonged to WCF and is within the scope of the Shareholders'  Ab1-ree rnent
190. The o portunity to conduct tours at the 139 King Street Property is a significant bona fide corporate opportunity which belonged to WCF and is within the scope of the Shareholders' Agreement.
191. The opportunity to conduct tours at the 149 King Street Property is a significant bona fide corporate opportunity which belonged to WCF and is within the scope of the Shareholders' Agreement.
192. Virginia diverted and usurped corporate opportunities belonging to WCF in

favor of herself and entities which she owns or controls for personal gain and in violation of her fiduciary duties owed to WCF.

193. As an officer and director of WCF, Virginia had a duty to act in the best

interest ofWCF and to further the business interests ofWCF.

194. Virginia's actions constitute a usurping of corporate opportunities.

195. As a direct and proximate result of Virginia's usurping of corporate opportunities, WCF has suffered damages including, but not limited to, loss of business, income, revenue and profits, and loss of present and future business opportunities.

WHEREFORE, Hank, on behalf of WCF, demands the entry of a final judgment against Virginia pursuant to Fla. Stat. § 607.07401 for damages, prejudgn1ent interest, interest, attorneys' foes, costs and such other relief as the Court deems proper.

COUNT V -DERIVATIVE CLAIM

FOR UNJUST ENRICHlVIBNT AGAINST VIRGINIA

196. This is a derivative action for damages which exceed $15,000.00, exclusive of interest, attorneys' fees and costs, for unjust enrichment against Virginia.
197. Hank re-alleges and incorporates by reference the allegations of paragraphs

l through 156 above.

198. Virginia has committed the wrongful acts and omissions alleged herein.

199. By and through her wrongful acts and omissions, Virginia confen-ed benefits upon herself and she was unjustly enriched at the expense of and to the detriment ofWCF.
200. It would be inequitable to aUow Virginia to retain the benefits she conferred upon herself through her wrongful acts and omissions.

20L Hank,, on behalf of WCF, seeks restitution from Virginia, and an order of this Court disgorging all profits, benefits and compensation she obtained from the Whetstone Chocolates operations at the 139 King Street Property and the COSA operations at the 149 King Street Property from her wrongful acts and omissions alleged herein.

'\\THEREFORE, Hank, on behalf of WCF, demands the entry of a final judgment against Virginia pursuant to Fla. Stat § 607.07401 for restitution, disgorgement of all profits, benefits and other compensation obtained by Virginia from her ,:vrongful acts and

omissions, damages, interest, attorneys' fees, costs and such other relief as the Court deems

proper.

COUNT VI - DER.IVATIVE CLAIM

FOR TORTIOUS INTERFERANCE WITH AN ADVANTAGEOUS CONTRACTUAL RELATIONSHIP AGAINST VIRGINIA AND BRUCE

202. This is a derivative action for damages which exceed $15,000.00, exclusive of interest, attorneys' fees and costs, for tortious interference with an advantageous contractual relationship against Virginia and Bruce.
203. Hank re-alleges and incorporates by reference the allegations of paragraphs

1 through 156 above.

204. At aU times material hereto, Virginia and Bruce knew that the 139 King Street PSA was an advantageous contractual relationship.
205. Virginia and Bruce intentionally, knowingly and deliberately interfered with the l 39 King Street PSA for their own financial benefit and to the detriment of WCF.
206. Virginia and Bruce conspired to tortuously interfere with the 139 King Street PSA by having Virginia execute an assignment of it to \Vhetstone Chocolates notwithstanding that she lacked the authority to make such an assignment on behalf of WCF.
207. As a result of Virginia and Bruce's wrongful conduct, WCF lost the opportunity to purchase the 139 King Street Property when the 139 King Street PSA was assigned to Whetstone Chocolates.
208. As a direct and proximate result of Virginia and Bruce's wrongful conduct, WCF has suffered damages including, but not limited to, loss of business income, revenue and profits, from the 139 King Street Property.

WHEREFORE, Hank, on behalf of WCF, demands the entry of a final judgment against Virginia and Bruce pursuant to Fla. Stat. § 607.07401 for damages, prejudgment interest, interest, attorneys' fees, costs and such other relief as the Court deems proper.

COUNT VU- DERIVATIVE CLAIM

FOR TORTIOUS INTERFERANCE IN AN ADVANTAGEOUS CONTRACTUAL RELATIONSHIP AGAINST VIRGINA AND BRUCE

209. This is a derivative action for damages which exceed $15,000.00, exclusive of interest, attomeys' fees and costs, for tortious interference in an advantageous contractual relationship against Virginia and Bmce.
210. Hank re-alleges and incorporates by reference the allegations of paragraphs l through 156 above.
211. At all times material hereto, Virginia knew that WCF had an advantageous contractual relationship with Trusted Tours of America, LLC, d/b/a Trust Tours & Attractions, which is a wholly owned subsidiary of Historic Tours of America, Inc.

("Green Trains"), to sell tickets for tours of the 139 King Street Property and the 149 King Street Property ("Green Trains Agreement"). A copy of the Green Trains Agreement is attached as Exhibit N and by this reference made a part hereof.

212. The tickets sold by Green Trains would be redeemed when Green Trains dropped off tourists at the WCF King Street Properties.
213. Virginia intentionally, knowingly and deliberately interfered in the Green Trains Agreement for her own financial benefit and to the detriment of WCF by having Whetstone Chocolates rather than WCF conduct the tours and then depositing checks written by Green Trains to VlCF into a Whetstone Chocolates' bank account

214. As a result of Virginia's 'wTongfi.11 conduct, WCF failed to receive any monies for tickets sold by Green Trains for tours of the WCF King Street Properties.
215. As a direct and proximate result ofVrrginia's wrongful conduct, WCF has suffered damages including, but not limited to loss of business income, revenue  and profits, from the sales of tickets by Green Trains for tours of the WCF King Street Properties

WHEREFORE, Hank, on behalf of WCF, demands the entry of a final judgment against Virginia pursuant to Fla. Stat. § 607.07401 for damages, prejudgment interest, interest, attorneys' fees, costs and such other relief as the Court deems proper.

COUNT VD]- DERIVATIVE CLAIM

FOR CIVIL CONSPIRARCYAGAINST VIRGINIA AND BRUCE

216. This is a derivative action for damages which exceed $15,000.00, exclusive

of interest, attorneys' fees and costs, for civil conspiracy against Virginia and Bmce.

217. Hank re-alleges and incorporates by reference the allegations of paragraphs l through 156 above.
218. Virginia and Bmce, with the aid and complicity of her parents, Henry and Esther, conspired to unlawfully assign the 139 King Street PSA from WCF to Whetstone Chocolates.
219. The assignment of 139 King Street PSA from WCF to VVhetstone

Chocoiates was not approved by the WCF Board.

220. Virginia lacked the corporate authority to execute the assignment of the 139 King Street PSA on \VCF's behaif.

221. Henry and Esther agreed to personally guarantee the loan obtained by Whetstone Chocolates for the purchase oftbe 139 King Street Property as it was required by the loan documents.
222. Bruce arranged for the dosing on the 139 King Street Property by Whetstone Chocolates.
223. Bruce fai!.ed to disclose to the dosing agent or the financial institution making the loan that Virginia lacked the corpornte authority to execute the assignment of the 139 King Street PSA or that the WCF Board bad not authorized the transfer of the

$185,050.00 deposited by WCF towards the purchase of the 139 King Street Property to Whetstone Chocolates.

224. Virginia, Bruce, Henry and Esther wrongfully concealed :from the WCF

Board that the 139 King Street PSA had been assigned to Whetstone Chocolates.

225. Virginia, Bmce, Henry and Esther wrongfully concealed from the WCF Board that $185,050.00 deposited by WCF towards the purchase of the 139 King Street Property had been transferred by WCF to \\lhetstone Chocolates so Whetstone Chocolates could make the purchase of the 139 King Street Property instead ofWCF.
226. As a direct result of the wrongful acts of the conspirators, WCF has suffered damages including, but not limited to, loss of business, income, revenue and profits, from the 139 King Street Property.

WHEREFORE, Hank, on behalf of WCF, demands the entry of a final judgment against Virginia and Bruce pursuant to Fla. Stat. § 607.07401 for damages, prejudgment interest, interest, attorneys' fees, costs and such other relief as the Court deems proper.

COU:N1.' IX - DERIVATIVE CLAIM FOR CIVIL THEFT AGAINST VIRGINIA

227. This is a derivative action for damages which exceed $15,000.00, exclusive of interest, attorneys' fees and costs, for civil theft pursuant to Fla. Stat §772.11 against Virginia.
228. Hank re-alleges and incorporates by reference the allegations of paragraphs l through 156 above.
229. Virginia obtained $93,138.55 of WCF's money and deposited it into a

·whetstone Chocolates' bank account.

230. Virginia did unlawfully and knowingly use or endeavor to use WCF's money and did knowingly deprive or endeavor to deprive \VCF of its money with the intent to temporarily or pennanently deprive WCF of its right to the money and benefit thereof,

all for her own use, or the use of any person not entitled thereto, in violation of Fla. Stat.

§812.014.

231. As a direct and proximate cause of Virginia's unlawful actions, WCF was and continues to be deprived of its right to its property and the benefits therefrom, and has suffered damages in the minimum amount of $93,138.55.
232. Pursuantto Fla. Stat. §772.11, Hank, on behalf ofWCF, is entitled to treble

damages in the minimum amount of $279,415.65 for the theft of its money committed by Virginia.

233. On September 19, 2018, Hank, on behalf of WCF, provided the demand required by §772.11 to Virginia but she failed to pay the amounts demanded to WCF.
234. As a direct result of Virginia's theft of WCF's money, Hank, on behalf of WCF, was required to employ the undersigned counsel and is obligated to pay him a reasonable attorneys' fee.

235. Hank, on behalf of WCF, is entitled to an award of reasonable attorneys' fees pursuant to Fla. Stat §772.11.

WHEREFORE, Hank, on behalf of WCF, demands the entry of a fmal ju.dgn1ent

against Virginia pursuant to Fla. Stat. § 772.11, for treble damages, prejudgment interest, reasonabIe attomeys' fees, costs and such other relief as the Court deems proper.

COUNT X- DERIVATIVE CLAIM

FOR. CIVIL THEFT AGAINST VIRGINIA

236. This is a derivative action for damages which exceed $15,000.00, exdusive of interest, attorneys' fees and costs, for civil theft pursuant to Fla. Stat. §772.11 against Virginia.
237. Hank re-alleges and incorporates by reference the allegations of paragraphs I through 156 above.
238. Virginia caused $185,050.00 of WCF's money deposited for the purchase

of the 139 King Street Property to be transferred by \VCF to Whetstone Chocolates for its purchase of the l39 King Street Property. WCF did not authorize the transfer of the

$185,050.00 deposited to Whetstone Chocolates.

239. Virginia did unlawfully and knowingly use  or  endeavor  to  use  WCF's money and did knowingly  deprive or endeavor  to deprive WCF of its money  with the intent to temporarily or pen:mm.endy deprive WCF of  its right to  the money and  benefit  thereof, an for her own use, or the use of any person not entitled thereto, in violation of Fla. Stat.

§812.014.

240. As a direct and proximate cause of Virginia's unlawful actions, WCF was and continues to be deprived of its right to pmperty and the benefits therefrom, and has suffered damages in the minimum a.mount of $185,050.00.

241. Pursuant to Fla. Stat §772.11, Hank, on behalf of WCF, is entitled to treble damages in the minimum amount of $555,150.00 for the theft of its money committed by Virginia.
242. On February 25, 2019, Hank, on behalf of WCF, provided the demand required by §772.11 to Virginia but she failed to pay the amounts demanded to WCF.
243. As a direct result of Virginia's theft of WCF's money, Hank, on behalf of WCF, was required to employ the undersigned counsel and is obligated to pay him a reasonable attorneys' fee.
244. Hank, on behalf of \VCF, is entitled to an award of reasonable attorneys' fees pursuantto Fla. Stat. §772. l l.

WHEREFORE, Hank, on behalf of WCF, demands the entry of a final judgment against Virginia pursuant to Fla. Stat. §772.11, for treble damages, prejudgment interest, reasonable attorneys' foes, costs and such other relief as the Court deems proper.

COUNT XI - DERIVATIVE CLAIM FOR CIVIL THEl'T AGAINST VIRGINIA

245. This is a derivative action for damages which exceed $15,000.00, exclusive of interest, attorneys' fees and co:,ts, for civil theft pursuant to Fla. Stat. §772.11 against Virginia.
246. Hank re-alleges and incorporates by reference the allegations of paragraphs 1 through 156 above.
247. Virginia caused $1,151,111.96 of revenues earned at the 139 King Street Property between January 1, 2011 and May 31, 2013 to be diverted from WCF to vVhetstone Chocolates. These revenues were diverted by Virginia when she executed a

two (2) year lease allegedly on WCF's behalf in favor of COSA as well as a ten (10) year extension of that lease.

248. Virginia did unlawfully and knowingly use or endeavor to use WCF's money and did knowingly deprive or endeavor to deprive WCF ofits money with the intent to temporarily or pennanently deprive WCF of its right to the money and benefit thereof, all for her own use, or the use of any person not entitled thereto, in violation of Fla. Stat.

§812.014.

249. As a direct and proximate cause of Virginia's unlawful actions, WCF was deprived of its right to the revenues earned at the 139 King Street Property between January l, 2011 and May 31, 2013 and the benefits therefrom, and has suffered damages in the minimum amount of $1,151,111.96.
250. Pursuant to Fla. Stat. §772.11, Hank, on behalf of WCF, is entitled to treble damages in the mininmm amount of $3,453,335.88 for the theft of the revenues earned at the 139 King Street Property between January 1, 2011 and May 31, 2013, committed by Virginia.
251. On February 25, 2019, Hartle, on behalf of WCF, provided the demand required by §772.11 to Virginia but she failed to pay the amounts demanded to \VCF.
252. As a direct result of Virginia's theft of WCF's money, Hank, on behalf of WCF, was required to employ the undersigned counsel and is obligated to pay him a reasonable attorneys' fee.
253. Hank, on behalf of WCF, is entitled to fill award of reasonable attorneys' fees pursuant to Fla. Stat §772.1L

WHEREFORE, Hank, on behalf of WCF, demands the entry of a final judgment against Virginia pursuant to Fla. Stat §772.11, for treble damages, prejudgment interest, reasonable attorneys' fees, costs and such other relief as the Court deems propert.

COUNT XU-DERIVIATIVE CLAif\tl FOR CIVIL THEltT AGAINST VIRGINIA

254. This is a derivative action for damages which exceed $15,000.00, exclusive of interest, attorneys' fees and costs, for civil theft pursuant to Fla. Stat §772.11 against Virginia.
255. Hank re-alleges and incorporates by reference the allegations of paragraphs 1 through 156 above.
256. Virginia caused $4,558,549.64 of revenue earned at the 149 King Street Property between January 1, 2011 and December 31, 2018 to be diverted from WCF to

COSA

257. Virginia did unlawfully and knowingly use or endeavor to use WCF's money and did knowingly deprive or endeavor to deprive VlCF ofits money with the intent to temporarily or pennanently dep1ive WCF of its right to the money and benefit thereof, all for her o\vn use, or the use of any person not entitled thereto, in violation of Fla. Stat.

§812.014.

258. As a direct and proximate cause of Virginia's unlawful actions, WCF was and continues to be deprived of its right to its property and the benefits therefrom, and has suffered damages in the minimum amount of$4,558,549.64.
259. Pursuant to Fla. Stat §772.11, Hank, on behalf ofWCF, is entitled to treble

damages in the minimum amount of$13,675,648.92 for the theft of the revenues earned at

the 149 King Street Property between January 1, 2011 and December 31, 2018, committed

by Virginia.

260. On February 25, 2019, Hank, on behalf of WCF, provided the demand required by §772.11 to Virginia but she failed to pay tbe amounts demanded to \VCF.
261. As a direct result of Virginia's theft ofWCF's money, Hank, on behalf of

WCF, was required to employ the undersigned counsel and is obligated to pay him a reasonable attorneys' fee.

262. Hank, on behalf of WCF, is entitled to an award of reasonable attorneys'

fees pursuant to Fla. Stat. §772.1 L

WHEREFORE, Hank, on behalf of WCF, demands the entry of a final judgment against Virginia pursuant to Fla. Stat §772.11, for treble damages, prejudgment interest, reasonable attorneys' fees, costs and such other relief as the Court deems proper.

COUNT XUI- DIREC'f CLAIM

FOR FRAUDULENT CONCEALMENT AGAINST VIRGINIA

263. This is an action for damages which exceed $15,000.00, exclusive of interest and costs, for fraudulent concealment against Virginia.
264. Hank re-alleges and incorporates by reference the allegations of paragraphs

1 through 150 above.

265. Virginia concealed from Hank and the WCF Board that in April, 2010, she had executed a two (2) year lease for the WCF King Street Properties in favor of her companies.
266. Hank continued to make his required capital contributions to WCF between

April, 20l O and December, 2011.

267. Hank presented the \VCF Board with the opportunity to manufacture the

Yowie Product  in March, 2012.

268. The WCF Board had numerous discussions regarding manufacturing the Yowie Product at the 149 King Street Property. Virginia concealed from the WCF Board the existence of the April, 2010, lease for the WCF King Street Properties.
269. Virginia concealed from Hank and the WCF Board that in April, 2012, she executed a ten ( l 0) year extension of the lease for the WCF King Street Properties that she executed on WCF's behalf in April, 2010.
270. Shortly thereafter, WCF entered into the Manufacturing Agreement with

YNA.

271. Virginia knew or should have known that the existence of the two (2) year lease executed for the WCF King Street Properties should have been disclosed to Hank and the WCF Board. Virginia knew or should have known that her concealment of the existence of the two (2) year lease for the WCF's King Street Properties would  induce Hank to continue to make capital contributions to \VCF.
272. Virginia knew or should have known that her concealment of the existence

of the ten (10) year extension of the lease for WCF's King Street Properties should have been disclosed to Hank and WCF's Board.

273. Hank relied to his detriment on Virginia's concealment of the existence of the two (2) year lease and the ten (10) extension of the lease for the WCF King Street Properties when he made his capital contributions to WCF bet\veen April, 20l O and December, 2011, and when he made his decision to present the opportunity to manufacture the Yowie Product to WCF.

274. As a direct and proximate result of Virginia's concealment of the existence of the two (2) year lease and the ten (10) year extension of the lease for the WCF King Street Properties, Hank has suffered damages.

WHEREFORE, Hank demands the entry of final judgment against Virginia for

damages. interest and for such other relief as the Court deems proper.

COUNT XIV - DIRECT ACTION

FOR SPECIFIC PERFORMANCE AGAINST VIRGINIA AND BRUCE

275. This is an action for specific performance against Virginia and Brnce.

276. Hank re-alleges and incorporates by reference the allegations of paragraphs l through 150 above.
277. Hank and Virginia were the initial parties to the Shareholders' Agreement.

Bruce became a party to the Shareholders' Agreement when Virginia assigned a portion of her shares to him.

278. Hank performed his contractual obligations under the Shareholders' Agreement by assigning the 149 King Street PSA to \\lCF and by purchasing equipment and contributing it to WCF for the '"Factory Tours'' contemplated by the Shareholders' Agreement.
279. Virginia and Bruce have refused to perform their obligations under the Shareholders' Agreement by failing to implement the business plan contained in the Shareholders' Agreement. Specifically, Virginia and Brnce have failed to begin the production of chocolates at wholesale at the 149 King Street Property or the sale of chocolates at retail at the 139 King Street Property. Virginia and Bruce have also failed to

contribute the equipment identified in Shareholders' Agreement to WCF or  conduct factory tours at the 149 King Street Property.

280. No adequate remedy at law exists.

'WlIBREFORE, Hank demands the entry of a final judgnient against Virginia and Bruce for specific pe1fonnance of their obligations under the Shareholders' Agreement, interest, reasonable attorneys' fees, costs and such other relief as the Court deems proper.

COUNT XV -DIRECT ACTION

FOR BREACH OF CONTRACT AGAINST VIRIGINIA AND BRUCE

28 L This is an action for damages which exceed $15,000.00, exclusive of interest and costs, for breach of contract against Virginia and Bruce.

282. Hank re-alleges and incorporates by reference the allegations of paragraphs 1 through 150 above.
283. Hank and Virginia were the initial parties to the Shareholders' Agreement.

Bruce became a party to the Shareholders' Agreement when Virginia assigned a portion of her shares to him.

284. Virginia and Bruce have materially breached their obligations under the Shareholders' Agreement by failing to implement the business plan contained in the Shareholders' Agreement. Specifically, Virginia and Bruce have failed to begin the production of chocolates at wholesale at the 149 King Street Property or the sale of chocolates at retail at the 139 King Street Property. Virginia and Bruce have also failed to conduct factory tours at the 149 King Street Property.
285. As a result of Virginia's and Bruce's material breach of the Shareholders' Agreement, Hank has suffered damages.

286. AU conditions precedent to the bringing of this action have occurred or have been waived.

WHEREFORE, Hank demands the entry of final judgment against Virginia and Bruce for damages, interest, reasonable attorneys' fees, costs and for such other relief as the Court deems proper.

COIJ'NT XVI - DIRECT ACTION

l<"OR ACCOUNTING AGAINST VIRGINIA AND BRUCE

287. This is an action for an accounting..

288. Hank re-alleges and incorporates by reference the allegations of paragraphs 1 through 150 above.
289. Hank, Virginia and Bruce share a fiduciary relationship with one another as shareholders in Vv'CF.
290. Virginia has refused to provide to Hank account information regarding WCF's bank accounts under her control.
291. Virginia has refosed to provide Hank with financial information related to the operation of entities affiliated with her at the 139 King Street Property or 149 King Street Property.
292. Hank has no adequate remedy at lm:v.

WHEREFORE, Hank demands an accounting from Virginia and Bruce, all costs associated with the bringing of this action and for such other relief as the Court deems proper.

COUNT XVII -DIRECT CLAIM

FOR BREACH OF IMPLIED COVENANT OF GOOD FAITH AND FAIR DEAl,ING AGAINST VIRGINIA AND BRUCE

293. This is an action for damages which exceed $15,000.00, exclusive of interest and costs, against Virginia and Bruce for breach of the implied covenant of good faith and fair dealing.
294. Hank re-alleges and incorporates by reference the allegations of paragraphs

1 through 150 above.

295. Hank and Virgin.fa are the initial parties to the Shareholders' Agreement.

Bruce became a party to the Shareholders' Agreement when Virginia assigned part of her shares to him.

296. Virginia and Bruce, through a conscious and deliberate act, have failed or refused to discharge their contractual responsibilities that unfairly frustrates the Shareholders' Agreement's purpose and disappoints Hank's expectations.
297. Virginia's and Bruce's breach of the Shareholders' Agreement deprives Hank of the Shareholders' Agreement's benefits.
298. Hank has suffered damages as a result of Virginia's and Bruce's breach of

the implied covenant of good faith and fair dealing.

WHEREFORE, Hank demands the entry of a final judgment against Virginia and Bruce awarding him damages, interest, attorneys' fees and an costs associated with the bringing of this action.

-SO-

TALBERT l.i\ W FIR/vi

H,.

v_ \L David Talbert If

W. David Talb rt ll

F indd::1 Bar N(). 0742945

i930 San \1ar;,:o Boulevard. Suite 202

J:.H.:ksonvilk. Florida 32207

{\:in-t; 343-3 l f, l

{904) 348-J !62 {facsimile}

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