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NAILAH K. BYRD
CUYAHOGA COUNTY CLERK OF COURTS
1200 Ontario Street
Cleveland, Ohio 44113
Court of Common Pleas
ANSWER OF...
October 18, 2022 16:04
By: AUDREY K. BENTZ 0081361
Confirmation Nbr. 2680134
ATLANTIC TOOL & DIE COMPANY, ET AL. CV 22 961394
vs.
Judge: DAVID T. MATIA
MICHAEL MEHWALD, ET AL.
Pages Filed: 372
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IN THE COURT OF COMMON PLEAS
CUYAHOGA COUNTY, OHIO
THE ATLANTIC TOOL & DIE CO, et al. CASE NO. CV-22-961394
Plaintiffs, JUDGE DAVID MATIA
v. DEFENDANTS MICHAEL MEHWALD
AND DANIEL PRUGAR'S ANSWER TO
MICHAEL MEHWALD, et al., PLAINTIFFS' FIRST AMENDED
ANSWER
Defendants.
Defendants Michael Mehwald ("Michael") and Daniel Prugar ("Daniel") (collectively
"Defendants") state for their answer and affirmative defenses to Plaintiffs' First Amended
Complaint ("Complaint") as follows:
FIRST DEFENSE
1. Defendants admit the allegations contained in Paragraph 1 of the Complaint.
2. Defendants admit the allegations contained in Paragraph 2 of the Complaint.
3. Defendants admit that Mary Mehwald is a resident of Strongsville and serves in the
position of Assistant to the President/CEO of ATD that she created for herself. Defendants deny
that Mary Mehwald was properly appointed to ATD's Board of Directors. Further answering,
Defendants are without knowledge or information sufficient to form a belief as to the truth of the
remaining allegations contained in Paragraph 3 of the Complaint.
4. Defendants admit that Michael is a resident of Strongsville and served as the
Executive Vice President of ATD until he was wrongfully and illegally terminated on or about
April 15, 2019. Further answering, Defendants deny the remaining allegations contained in
Paragraph 4 of the Complaint, including any inference that his termination was proper.
5. Defendants admit that Daniel is a resident of Columbia Station, is a certified public
accountant licensed by the State of Ohio, and served as ATD's Chief Financial Officer until he
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was wrongfully and illegally terminated in or about March 2019. Further answering, Defendants
deny the remaining allegations contained in Paragraph 5 of the Complaint, including any inference
that his termination was proper.
6. Defendants admit the allegations contained in Paragraph 6 of the Complaint.
7. Defendants admit the allegations contained in Paragraph 7 of the Complaint.
8. Defendants admit the allegations contained in Paragraph 8 of the Complaint.
9. Defendants admit the allegations contained in Paragraph 9 of the Complaint.
10. Defendants admit the allegations contained in Paragraph 10 of the Complaint.
11. Defendants admit the allegations contained in Paragraph 11 of the Complaint.
12. Defendants admit the allegations contained in Paragraph 12 of the Complaint.
13. Defendants admit the allegations contained in Paragraph 13 of the Complaint.
14. Defendants admit the allegations contained in Paragraph 14 of the Complaint.
15. Defendants admit the allegations contained in Paragraph 15 of the Complaint, with
the exception of the allegation that Mr. Connick's office was located in Cleveland, Ohio, which is
denied.
16. Defendants admit that Connick Law, LLC is a law firm in Cuyahoga County.
Further answering, Defendants deny the remaining allegations contained in Paragraph 16 of the
Complaint.
17. Defendants admit that John Harrison is a lawyer licensed by the State of Ohio.
Further answering, Defendants are without knowledge or information sufficient to form a belief as
to the truth of the remaining allegations contained in Paragraph 17 of the Complaint.
18. Defendants admit the allegations contained in Paragraph 18 of the Complaint.
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19. Defendants admit that Patrick Moore is a lawyer licensed by the State of Georgia.
Further answering, Defendants are without knowledge or information sufficient to form a belief as
to the truth of the remaining allegations contained in Paragraph 19 of the Complaint.
20. Defendants admit that Matthew Gomes is a lawyer licensed by the State of Georgia.
Further answering, Defendants are without knowledge or information sufficient to form a belief as
to the truth of the remaining allegations contained in Paragraph 20 of the Complaint.
21. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 21 of the Complaint.
22. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 22 of the Complaint.
23. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 23 of the Complaint.
24. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 24 of the Complaint.
25. Defendants admit that Michael's grandfather started ATD in 1937 and that it was
taken over by Frank Mehwald in or around 1967. Defendants deny that Frank Mehwald is currently
competent to run ATD, nor that ATD is currently a successful business. Further answering,
Defendants are without knowledge or information sufficient to form a belief as to the truth of the
remaining allegations contained in Paragraph 25 of the Complaint.
26. Defendants admit the allegations contained in Paragraph 26 of the Complaint.
27. Defendants admit that Michael was working at ATD in 2014 and that Frank
Mehwald repeatedly and unconditionally promised Michael lifetime employment with ATD and
that Michael would receive all of Frank Mehwald's shares of stock and would continue to lead and
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operate ATD as its President and CEO, after Frank Mehwald either retired or became
incapacitated. Further answering, Defendants are without knowledge or information sufficient to
form a belief as to the truth of the remaining allegations contained in Paragraph 27 of the
Complaint.
28. Defendants deny the allegations contained in Paragraph 28 of the Complaint.
29. Defendants deny the allegations contained in Paragraph 29 of the Complaint.
30. Defendants deny the allegations contained in Paragraph 30 of the Complaint.
31. Defendants deny the allegations contained in Paragraph 31 of the Complaint.
32. Defendants deny the allegations contained in Paragraph 32 of the Complaint.
33. Defendants deny the allegations contained in Paragraph 33 of the Complaint.
34. Defendants deny the allegations contained in Paragraph 34 of the Complaint.
35. Defendants deny the allegations contained in Paragraph 35 of the Complaint.
36. Defendants deny the allegations contained in Paragraph 36 of the Complaint.
37. Defendants deny the allegations contained in Paragraph 37 of the Complaint.
38. Defendants deny the allegations contained in Paragraph 38 of the Complaint.
39. Defendants admit that Frank Mehwald had and continues to have deteriorating
mental health with potentially devastating consequences to ATD. Further answering, Defendants
deny the remaining allegations contained in Paragraph 39 of the Complaint.
40. Defendants deny the allegations contained in Paragraph 40 of the Complaint.
41. Defendants deny the allegations contained in Paragraph 41 of the Complaint.
42. Defendants deny the allegations contained in Paragraph 42 of the Complaint.
43. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 43 of the Complaint.
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44. Defendants deny the allegations contained in Paragraph 44 of the Complaint.
45. Defendants deny the allegations contained in Paragraph 45 of the Complaint.
46. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 46 of the Complaint.
47. Defendants deny the allegations contained in Paragraph 47 of the Complaint.
48. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 48 of the Complaint.
49. Defendants deny the allegations contained in Paragraph 49 of the Complaint.
50. Defendants admit that attorneys with Defendants Roetzel & Andress Co., LPA,
including Mr. Salvatore and Mr. Blackman, were retained as corporate counsel for ATD. Further
answering, Defendants deny this was done for improper purposes and the remaining allegations
contained in Paragraph 50 of the Complaint.
51. Defendants deny the allegations contained in Paragraph 51 of the Complaint.
52. Defendants deny the allegations contained in Paragraph 52 of the Complaint.
53. Defendants deny the allegations contained in Paragraph 53 of the Complaint.
54. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 54 of the Complaint.
55. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 55 of the Complaint.
56. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 56 of the Complaint.
57. Defendants deny the allegations contained in Paragraph 57 of the Complaint.
58. Defendants deny the allegations contained in Paragraph 58 of the Complaint.
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59. Defendants admit Frank was 80 years old in 2018 and that ATD had been
performing well due to Michael's leadership not due to anything attributable to Frank. Defendants
further admit that Frank and Mary were improperly taking money from ATD and therefore
Defendants are without knowledge or information sufficient to form a belief as to the truth of the
remaining allegations contained in Paragraph 59 of the Complaint.
60. Defendants deny the allegations contained in Paragraph 60 of the Complaint.
61. Defendants admit that Frank Mehwald had mentally deteriorated and that his
corporate involvement posed a continuing threat to company operations. Further answering,
Defendants deny the remaining allegations contained in Paragraph 61 of the Complaint.
62. Defendants deny the allegations contained in Paragraph 62 of the Complaint.
63. Defendants deny the allegations contained in Paragraph 63 of the Complaint.
64. Defendants deny the allegations contained in Paragraph 64 of the Complaint.
65. Defendants deny the allegations contained in Paragraph 65 of the Complaint.
66. Defendants admit the allegations contained in Paragraph 66 of the Complaint.
67. Defendants admit that Frank and Mary Mehwald were convicted of disorderly
conduct. Further answering, Defendants deny the remaining allegations contained in Paragraph 67
of the Complaint.
68. Defendants deny the allegations contained in Paragraph 68 of the Complaint.
69. Defendants deny the allegations contained in Paragraph 69 of the Complaint.
70. Defendants deny the allegations contained in Paragraph 70 of the Complaint.
71. Defendants deny the allegations contained in Paragraph 71 of the Complaint.
72. Defendants deny the allegations contained in Paragraph 72 of the Complaint.
73. Defendants deny the allegations contained in Paragraph 73 of the Complaint.
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74. Defendants deny the allegations contained in Paragraph 74 of the Complaint.
75. Defendants deny the allegations contained in Paragraph 75 of the Complaint.
76. Defendants admit the allegations contained in Paragraph 76 of the Complaint.
77. Defendants deny the allegations contained in Paragraph 77 of the Complaint.
78. Defendants deny the allegations contained in Paragraph 78 of the Complaint.
79. Defendants admit that Frank Mehwald was mentally incompetent and thus Michael
sought guardianship. Further answering, Defendants deny the remaining allegations contained in
Paragraph 79 of the Complaint.
80. Defendants deny the allegations contained in Paragraph 80 of the Complaint.
81. Defendants deny the allegations contained in Paragraph 81 of the Complaint.
82. Defendants deny the allegations contained in Paragraph 82 of the Complaint.
83. Defendants admit the guardianship was dismissed over objection. Further
answering, Defendants deny the remaining allegations contained in Paragraph 83 of the Complaint.
84. Defendants deny the allegations contained in Paragraph 84 of the Complaint.
85. Defendants deny the allegations contained in Paragraph 85 of the Complaint.
86. Defendants deny the allegations contained in Paragraph 86 of the Complaint.
87. Defendants deny the allegations contained in Paragraph 87 of the Complaint.
88. Defendants admit that Michael signed a retainer agreement with Connick Law,
LLC/Tom Connick. Further answering, Defendants deny the remaining allegations contained in
Paragraph 88 of the Complaint.
89. Defendants admit the allegations contained in Paragraph 89 of the Complaint.
90. Defendants deny the allegations contained in Paragraph 90 of the Complaint.
91. Defendants deny the allegations contained in Paragraph 91 of the Complaint.
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92. Defendants admit that on February 25, 2019, a civil complaint in Cuyahoga County
Case No. 19-CV-911682 was filed by Attorney Connick (among others) alleging Frank Mehwald
suffers from dementia and "no longer contributes in any meaningful way to the management of
ATD" that was subsequently consolidated with the Complaint previously filed by Frank and Mary
Mehwald against Defendants in Case No. CV-18-908866. See Exhibits. 1 and 2. Defendants deny
the remaining allegations set forth in Paragraph 92 of the Complaint.
93. Defendants admit that ATD was named as the plaintiff in Case No. 19-CV-911682.
Further answering, Defendants deny the remaining allegations contained in Paragraph 93 of the
Complaint.
94. Defendants deny the allegations contained in Paragraph 94 of the Complaint.
95. Defendants admit that in the context of terminology to be used to refer to parties in
the consolidated action, itwas stated in an email, in part, that "[t]his will be more clear and
efficient, and will also allow us the psychological advantage of using the ATD title" and that in a
separate email it was stated, in part, that "[w]e have asserted these claims on behalf of ATD based
on the support of 2 of the 3 (you and Mike) Director's in addition to the fact that Mike has been
the actual manager with authority to act on behalf of ATD for years. We have also alleged in the
alternative all these same claims as a shareholder's derivative suit brough by minority shareholder
Mike Mehwald in the event anyone seeks to claim that we do not have the authority to act on
behalf of ATD." Further answering, Defendants deny the remaining allegations set forth in
Paragraph 95 of the Complaint.
96. Defendants admit that during the hearing of April 15, 2019, Attorney Connick
stated in part that "it was a scrivener' s error, a pleadings error" and that "it was nothing intentional
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to mislead Your Honor." Further answering, Defendants deny the remaining allegations set forth
in Paragraph 96 of the Complaint.
97. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 97 of the Complaint.
98. Defendants admit that there was an amendment to the Complaint in Case No. 19-
CV-911682 and that the case proceeded, but deny any dishonesty. Further answering, Defendants
are without knowledge or information sufficient to form a belief as to the truth of the remaining
allegations contained in Paragraph 98 of the Complaint.
99. Defendants deny the allegations contained in Paragraph 99 of the Complaint.
100. Defendants deny the allegations contained in Paragraph 100 of the Complaint.
101. Defendants deny the allegations contained in Paragraph 101 of the Complaint.
102. Defendants deny the allegations contained in Paragraph 102 of the Complaint.
103. Defendants admit that a notice of shareholders meeting was issued. Further
answering, Defendants deny the remaining allegations contained in Paragraph 103 of the
Complaint.
104. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 104 of the Complaint.
105. Defendants deny the allegations contained in Paragraph 105 of the Complaint.
106. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 106 of the Complaint.
107. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 107 of the Complaint.
108. Defendants deny the allegations contained in Paragraph 108 of the Complaint.
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109. Defendants deny the allegations contained in Paragraph 109 of the Complaint.
110. Defendants deny the allegations contained in Paragraph 110 of the Complaint.
111. Defendants deny the allegations contained in Paragraph 111 of the Complaint.
112. Defendants deny the allegations contained in Paragraph 112 of the Complaint.
113. Defendants deny the allegations contained in Paragraph 113 of the Complaint.
114. Defendants deny the allegations contained in Paragraph 114 of the Complaint.
115. Defendants admit that Attorney Connick filed a motion for a preliminary injunction
and temporary restraining order, which is attached as Exhibit 3. Further answering, Defendants
deny the remaining allegations set forth in Paragraph 115 of the Complaint.
116. Defendants admit that the referenced email discussed, in part, the ability to appeal
a denial of the injunction and a lawsuit against Mary Mehwald among other matters. Further
answering, Defendants deny the remaining allegations set forth in Paragraph 116 of the Complaint.
117. Defendants admit that the referenced email stated, in part, what is quoted in the
Complaint. Further answering, Defendants deny the remaining allegations set forth in Paragraph
117 of the Complaint.
118. Defendants deny the allegations directed to them. Further answering, Defendants
are without knowledge or information sufficient to form a belief as to the truth of the remaining
allegations contained in Paragraph 118 of the Complaint.
119. Defendants admit that certain severance agreements were issued. Further
answering, Defendants deny the remaining allegations set forth in Paragraph 119 of the Complaint.
120. Defendants admit that certain severance agreements were issued. Further
answering, Defendants deny the remaining allegations set forth in Paragraph 120 of the Complaint.
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121. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the remaining allegations contained in Paragraph 121 of the Complaint.
122. Defendants admit that certain severance agreements were issued. Further
answering, Defendants deny the remaining allegations set forth in Paragraph 122 of the Complaint.
123. Defendants deny the allegations set forth in Paragraph 123 of the Complaint.
124. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the remaining allegations contained in Paragraph 124 of the Complaint.
125. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the remaining allegations contained in Paragraph 125 of the Complaint.
126. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the remaining allegations contained in Paragraph 126 of the Complaint.
127. Defendants deny the allegations set forth in Paragraph 127 of the Complaint.
128. Defendants deny the allegations set forth in Paragraph 128 of the Complaint.
129. Defendants deny any allegations that payments were improper. Further answering,
Defendants are without knowledge or information sufficient to form a belief as to the truth of the
remaining allegations contained in Paragraph 129 of the Complaint.
130. Defendants deny the allegations set forth in Paragraph 130 of the Complaint.
131. Defendants deny the allegations set forth in Paragraph 131 of the Complaint.
132. Defendants admit the allegations set forth in Paragraph 132 of the Complaint.
133. Defendants admit the March 15, 2019 Shareholders Meeting went forward. Further
answering, Defendants are without knowledge or information sufficient to form a belief as to the
truth of the remaining allegations contained in Paragraph 133 of the Complaint.
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134. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 134 of the Complaint.
135. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 135 of the Complaint.
136. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 136 of the Complaint.
137. Defendants deny any allegations of improper conduct. Further answering,
Defendants are without knowledge or information sufficient to form a belief as to the truth of the
remaining allegations contained in Paragraph 137 of the Complaint.
138. Defendants admit a new Board of Directors at the March 15, 2019 Shareholders
Meeting and that Michael was replaced as a director for ATD. Defendants deny this was proper.
Further answering, Defendants are without knowledge or information sufficient to form a belief as
to the truth of the remaining allegations contained in Paragraph 138 of the Complaint.
139. Defendants admit that Daniel was improperly and illegally terminated as CFO.
Further answering, Defendants are without knowledge or information sufficient to form a belief as
to the truth of the remaining allegations contained in Paragraph 139 of the Complaint.
140. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 140 of the Complaint.
141. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 141 of the Complaint.
142. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 142 of the Complaint.
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143. Defendants admit that Michael was improperly and illegally terminated as
Executive VP. Further answering, Defendants are without knowledge or information sufficient to
form a belief as to the truth of the remaining allegations contained in Paragraph 143 of the
Complaint.
144. Defendants admit the allegations contained in Paragraph 144 of the Complaint.
145. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 145 of the Complaint.
146. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 146 of the Complaint.
147. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 147 of the Complaint.
148. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 148 of the Complaint.
149. Defendants admit that by journal entry dated June 10, 2019, in Case Nos. 18-CV-
908866, 19-CV-911682, and consolidated Case No. 18-CV-908866, all claims and counterclaims
were dismissed with prejudice, as set forth in attached Exhibit 4, including but not limited to those
issues set forth within Plaintiffs Motion to Disqualify and Disgorge attached as Exhibits 5 and 6.
Further answering, Defendants deny the remaining allegations contained in Paragraph 149 of the
Complaint.
150. Defendants deny the allegations contained in Paragraph 150 of the Complaint.
151. Defendants deny the allegations contained in Paragraph 151 of the Complaint.
152. Defendants deny the allegations contained in Paragraph 152 of the Complaint.
153. Defendants deny the allegations contained in Paragraph 153 of the Complaint.
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154. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 154 of the Complaint.
155. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 155 of the Complaint.
156. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 156 of the Complaint.
157. Defendants deny the complaint filed in Cuyahoga County Case No. 20CV931014
is meritless, but admit the remaining allegations contained in Paragraph 157 of the Complaint.
158. Defendants deny the allegations contained in Paragraph 158 of the Complaint.
159. Defendants deny the allegations contained in Paragraph 159 of the Complaint.
160. Defendants deny the allegations contained in Paragraph 160 of the Complaint.
161. Defendants deny the allegations contained in Paragraph 161 of the Complaint.
162. Defendants restate and reaver their responses to Paragraphs 1 through 161 as if fully
restated and rewritten herein.
163. Defendants deny the allegations contained in Paragraph 163 of the Complaint.
164. Defendants deny the allegations contained in Paragraph 164 of the Complaint.
165. Defendants deny the allegations contained in Paragraph 165 of the Complaint.
166. Defendants deny the allegations contained in Paragraph 166 of the Complaint.
167. Defendants deny the allegations contained in Paragraph 167 of the Complaint.
168. Defendants deny the allegations contained in Paragraph 168 of the Complaint.
169. Defendants deny the allegations contained in Paragraph 169 of the Complaint.
170. Defendants deny the allegations contained in Paragraph 170 of the Complaint.
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171. Defendants restate and reaver their responses to Paragraphs 1 through 170 as if fully
restated and rewritten herein.
172. Defendants admit that certain actions were pursued against Plaintiffs. Further
answering, Defendants are without knowledge or information sufficient to form a belief as to the
truth of the remaining allegations contained in Paragraph 172 of the Complaint.
173. Defendants deny the allegations contained in Paragraph 173 of the Complaint.
174. Defendants deny the allegations contained in Paragraph 174 of the Complaint.
175. Defendants deny the allegations contained in Paragraph 175 of the Complaint.
176. Defendants restate and reaver their responses to Paragraphs 1 through 175 as if fully
restated and rewritten herein.
177. Defendants deny the allegations contained in Paragraph 177 of the Complaint.
178. Defendants deny the allegations contained in Paragraph 178 of the Complaint.
179. Defendants deny the allegations contained in Paragraph 179 of the Complaint.
180. Defendants deny the allegations contained in Paragraph 180 of the Complaint.
181. Defendants deny the allegations contained in Paragraph 181 of the Complaint.
182. Defendants deny the allegations contained in Paragraph 182 of the Complaint.
183. Defendants restate and reaver their responses to Paragraphs 1 through 182 as if fully
restated and rewritten herein.
184. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 184 of the Complaint.
185. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 185 of the Complaint.
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186. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 186 of the Complaint.
187. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 187 of the Complaint.
188. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 188 of the Complaint.
189. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 189 of the Complaint.
190. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 190 of the Complaint.
191. Defendants restate and reaver their responses to Paragraphs 1 through 190 as if fully
restated and rewritten herein.
192. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 192 of the Complaint.
193. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 193 of the Complaint.
194. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 194 of the Complaint.
195. Defendants deny any allegations that are directed to them. Further answering,
Defendants are without knowledge or information sufficient to form a belief as to the truth of the
remaining allegations contained in Paragraph 195 of the Complaint.
196. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 196 of the Complaint.
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197. Defendants restate and reaver their responses to Paragraphs 1 through 196 as if fully
restated and rewritten herein.
198. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 198 of the Complaint.
199. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 199 of the Complaint.
200. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 200 of the Complaint.
201. Defendants deny the allegations contained in Paragraph 201 of the Complaint.
202. Defendants deny the allegations contained in Paragraph 202 of the Complaint.
203. Defendants deny the allegations contained in Paragraph 203 of the Complaint.
204. Defendants deny the allegations contained in Paragraph 204 of the Complaint.
205. Defendants deny the allegations contained in Paragraph 205 of the Complaint.
206. Defendants deny the allegations contained in Paragraph 206 of the Complaint.
207. Defendants restate and reaver their responses to Paragraphs 1 through 206 as if fully
restated and rewritten herein.
208. Defendants deny the allegations contained in Paragraph 208 of the Complaint.
209. Defendants deny the allegations contained in Paragraph 209 of the Complaint.
210. Defendants deny the allegations contained in Paragraph 210 of the Complaint.
211. Defendants deny the allegations contained in Paragraph 211 of the Complaint.
212. Defendants deny the allegations contained in Paragraph 212 of the Complaint.
213. Defendants deny the allegations contained in Paragraph 213 of the Complaint.
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214. Defendants restate and reaver their responses to Paragraphs 1 through 213 as if fully
restated and rewritten herein.
215. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 215 of the Complaint.
216. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 216 of the Complaint.
217. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 217 of the Complaint.
218. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 218 of the Complaint.
219. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 219 of the Complaint.
220. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 220 of the Complaint.
221. Defendants are without knowledge or information sufficient to form a belief as to
the truth of the allegations contained in Paragraph 221 of the Complaint.
222. Defendants restate and reaver their responses to Paragraphs 1 through 221 as if fully
restated and rewritten herein.
223. Defendants deny the allegations contained in Paragraph 223 of the Complaint.
224. Defendants deny the allegations contained in Paragraph 224 of the Complaint.
225. Defendants deny the allegations contained in the Prayer Section of the Complaint.
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SECOND DEFENSE
Defendants affirmatively allege, in the alternative, that Plaintiffs lack standing and/or
capacity to maintain the present claims.
THIRD DEFENSE
Defendants affirmatively allege, in the alternative, that this Court lacks jurisdiction over
Defendants and/or Plaintiffs' claim.
FOURTH DEFENSE
Defendants affirmatively allege, in the alternative, that Plaintiffs' Complaint and the claims
alleged in the Complaint are barred by the applicable statute of limitations.
FIFTH DEFENSE
Defendants affirmatively allege, in the alternative, that Plaintiffs' Complaint fails to state
a claim upon which relief can be granted.
SIXTH DEFENSE
Defendants affirmatively allege, in the alternative, that Plaintiffs failed to join all parties
necessary and/or indispensable for just adjudication of this matter.
SEVENTH DEFENSE
Defendants affirmatively allege, in the alternative, that Plaintiffs' claims are barred as they
have not been pleaded with the type of specificity required.
EIGHTH DEFENSE
Defendants affirmatively
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NAILAH K. BYRD CUYAHOGA COUNTY CLERK OF COURTS 1200 Ontario Street Cleveland, Ohio 44113 Court of Common Pleas ANSWER OF... October 18, 2022 16:04 By: AUDREY K. BENTZ 0081361 Confirmation Nbr. 2680134 ATLANTIC TOOL & DIE COMPANY, ET AL. CV 22 961394 vs. Judge: DAVID T. MATIA MICHAEL MEHWALD, ET AL. Pages Filed: 372 Electronically Filed 10/18/2022 16:04 /ANSWERS / CV 22 961394 / Confirmation Nbr. 2680134 / BATCH IN THE COURT OF COMMON PLEAS CUYAHOGA COUNTY, OHIO THE ATLANTIC TOOL & DIE CO, et al. CASE NO. CV-22-961394 Plaintiffs, JUDGE DAVID MATIA v. DEFENDANTS MICHAEL MEHWALD AND DANIEL PRUGAR'S ANSWER TO MICHAEL MEHWALD, et al., PLAINTIFFS' FIRST AMENDED ANSWER Defendants. Defendants Michael Mehwald ("Michael") and Daniel Prugar ("Daniel") (collectively "Defendants") state for their answer and affirmative defenses to Plaintiffs' First Amended Complaint ("Complaint") as follows: FIRST DEFENSE 1. Defendants admit the allegations contained in Paragraph 1 of the Complaint. 2. Defendants admit the allegations contained in Paragraph 2 of the Complaint. 3. Defendants admit that Mary Mehwald is a resident of Strongsville and serves in the position of Assistant to the President/CEO of ATD that she created for herself. Defendants deny that Mary Mehwald was properly appointed to ATD's Board of Directors. Further answering, Defendants are without knowledge or information sufficient to form a belief as to the truth of the remaining allegations contained in Paragraph 3 of the Complaint. 4. Defendants admit that Michael is a resident of Strongsville and served as the Executive Vice President of ATD until he was wrongfully and illegally terminated on or about April 15, 2019. Further answering, Defendants deny the remaining allegations contained in Paragraph 4 of the Complaint, including any inference that his termination was proper. 5. Defendants admit that Daniel is a resident of Columbia Station, is a certified public accountant licensed by the State of Ohio, and served as ATD's Chief Financial Officer until he Electronically Filed 10/18/2022 16:04 /ANSWERS / CV 22 9613p4 / Confirmation Nbr. 2680134 / BATCH 898943 was wrongfully and illegally terminated in or about March 2019. Further answering, Defendants deny the remaining allegations contained in Paragraph 5 of the Complaint, including any inference that his termination was proper. 6. Defendants admit the allegations contained in Paragraph 6 of the Complaint. 7. Defendants admit the allegations contained in Paragraph 7 of the Complaint. 8. Defendants admit the allegations contained in Paragraph 8 of the Complaint. 9. Defendants admit the allegations contained in Paragraph 9 of the Complaint. 10. Defendants admit the allegations contained in Paragraph 10 of the Complaint. 11. Defendants admit the allegations contained in Paragraph 11 of the Complaint. 12. Defendants admit the allegations contained in Paragraph 12 of the Complaint. 13. Defendants admit the allegations contained in Paragraph 13 of the Complaint. 14. Defendants admit the allegations contained in Paragraph 14 of the Complaint. 15. Defendants admit the allegations contained in Paragraph 15 of the Complaint, with the exception of the allegation that Mr. Connick's office was located in Cleveland, Ohio, which is denied. 16. Defendants admit that Connick Law, LLC is a law firm in Cuyahoga County. Further answering, Defendants deny the remaining allegations contained in Paragraph 16 of the Complaint. 17. Defendants admit that John Harrison is a lawyer licensed by the State of Ohio. Further answering, Defendants are without knowledge or information sufficient to form a belief as to the truth of the remaining allegations contained in Paragraph 17 of the Complaint. 18. Defendants admit the allegations contained in Paragraph 18 of the Complaint. Electronically Filed 10/18/2022 16:04 /ANSWERS / CV 22 961194 / Confirmation Nbr. 2680134 / BATCH 898943 19. Defendants admit that Patrick Moore is a lawyer licensed by the State of Georgia. Further answering, Defendants are without knowledge or information sufficient to form a belief as to the truth of the remaining allegations contained in Paragraph 19 of the Complaint. 20. Defendants admit that Matthew Gomes is a lawyer licensed by the State of Georgia. Further answering, Defendants are without knowledge or information sufficient to form a belief as to the truth of the remaining allegations contained in Paragraph 20 of the Complaint. 21. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 21 of the Complaint. 22. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 22 of the Complaint. 23. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 23 of the Complaint. 24. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 24 of the Complaint. 25. Defendants admit that Michael's grandfather started ATD in 1937 and that it was taken over by Frank Mehwald in or around 1967. Defendants deny that Frank Mehwald is currently competent to run ATD, nor that ATD is currently a successful business. Further answering, Defendants are without knowledge or information sufficient to form a belief as to the truth of the remaining allegations contained in Paragraph 25 of the Complaint. 26. Defendants admit the allegations contained in Paragraph 26 of the Complaint. 27. Defendants admit that Michael was working at ATD in 2014 and that Frank Mehwald repeatedly and unconditionally promised Michael lifetime employment with ATD and that Michael would receive all of Frank Mehwald's shares of stock and would continue to lead and Electronically Filed 10/18/2022 16:04 /ANSWERS / CV 22 961 4 / Confirmation Nbr. 2680134 / BATCH 898943 operate ATD as its President and CEO, after Frank Mehwald either retired or became incapacitated. Further answering, Defendants are without knowledge or information sufficient to form a belief as to the truth of the remaining allegations contained in Paragraph 27 of the Complaint. 28. Defendants deny the allegations contained in Paragraph 28 of the Complaint. 29. Defendants deny the allegations contained in Paragraph 29 of the Complaint. 30. Defendants deny the allegations contained in Paragraph 30 of the Complaint. 31. Defendants deny the allegations contained in Paragraph 31 of the Complaint. 32. Defendants deny the allegations contained in Paragraph 32 of the Complaint. 33. Defendants deny the allegations contained in Paragraph 33 of the Complaint. 34. Defendants deny the allegations contained in Paragraph 34 of the Complaint. 35. Defendants deny the allegations contained in Paragraph 35 of the Complaint. 36. Defendants deny the allegations contained in Paragraph 36 of the Complaint. 37. Defendants deny the allegations contained in Paragraph 37 of the Complaint. 38. Defendants deny the allegations contained in Paragraph 38 of the Complaint. 39. Defendants admit that Frank Mehwald had and continues to have deteriorating mental health with potentially devastating consequences to ATD. Further answering, Defendants deny the remaining allegations contained in Paragraph 39 of the Complaint. 40. Defendants deny the allegations contained in Paragraph 40 of the Complaint. 41. Defendants deny the allegations contained in Paragraph 41 of the Complaint. 42. Defendants deny the allegations contained in Paragraph 42 of the Complaint. 43. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 43 of the Complaint. Electronically Filed 10/18/2022 16:04 /ANSWERS / CV 22 96134 / Confirmation Nbr. 2680134 / BATCH 898943 44. Defendants deny the allegations contained in Paragraph 44 of the Complaint. 45. Defendants deny the allegations contained in Paragraph 45 of the Complaint. 46. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 46 of the Complaint. 47. Defendants deny the allegations contained in Paragraph 47 of the Complaint. 48. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 48 of the Complaint. 49. Defendants deny the allegations contained in Paragraph 49 of the Complaint. 50. Defendants admit that attorneys with Defendants Roetzel & Andress Co., LPA, including Mr. Salvatore and Mr. Blackman, were retained as corporate counsel for ATD. Further answering, Defendants deny this was done for improper purposes and the remaining allegations contained in Paragraph 50 of the Complaint. 51. Defendants deny the allegations contained in Paragraph 51 of the Complaint. 52. Defendants deny the allegations contained in Paragraph 52 of the Complaint. 53. Defendants deny the allegations contained in Paragraph 53 of the Complaint. 54. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 54 of the Complaint. 55. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 55 of the Complaint. 56. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 56 of the Complaint. 57. Defendants deny the allegations contained in Paragraph 57 of the Complaint. 58. Defendants deny the allegations contained in Paragraph 58 of the Complaint. Electronically Filed 10/18/2022 16:04 /ANSWERS / CV 22 9613S)4 / Confirmation Nbr. 2680134 / BATCH 898943 59. Defendants admit Frank was 80 years old in 2018 and that ATD had been performing well due to Michael's leadership not due to anything attributable to Frank. Defendants further admit that Frank and Mary were improperly taking money from ATD and therefore Defendants are without knowledge or information sufficient to form a belief as to the truth of the remaining allegations contained in Paragraph 59 of the Complaint. 60. Defendants deny the allegations contained in Paragraph 60 of the Complaint. 61. Defendants admit that Frank Mehwald had mentally deteriorated and that his corporate involvement posed a continuing threat to company operations. Further answering, Defendants deny the remaining allegations contained in Paragraph 61 of the Complaint. 62. Defendants deny the allegations contained in Paragraph 62 of the Complaint. 63. Defendants deny the allegations contained in Paragraph 63 of the Complaint. 64. Defendants deny the allegations contained in Paragraph 64 of the Complaint. 65. Defendants deny the allegations contained in Paragraph 65 of the Complaint. 66. Defendants admit the allegations contained in Paragraph 66 of the Complaint. 67. Defendants admit that Frank and Mary Mehwald were convicted of disorderly conduct. Further answering, Defendants deny the remaining allegations contained in Paragraph 67 of the Complaint. 68. Defendants deny the allegations contained in Paragraph 68 of the Complaint. 69. Defendants deny the allegations contained in Paragraph 69 of the Complaint. 70. Defendants deny the allegations contained in Paragraph 70 of the Complaint. 71. Defendants deny the allegations contained in Paragraph 71 of the Complaint. 72. Defendants deny the allegations contained in Paragraph 72 of the Complaint. 73. Defendants deny the allegations contained in Paragraph 73 of the Complaint. Electronically Filed 10/18/2022 16:04 /ANSWERS / CV 22 961q94 / Confirmation Nbr. 2680134 / BATCH 898943 74. Defendants deny the allegations contained in Paragraph 74 of the Complaint. 75. Defendants deny the allegations contained in Paragraph 75 of the Complaint. 76. Defendants admit the allegations contained in Paragraph 76 of the Complaint. 77. Defendants deny the allegations contained in Paragraph 77 of the Complaint. 78. Defendants deny the allegations contained in Paragraph 78 of the Complaint. 79. Defendants admit that Frank Mehwald was mentally incompetent and thus Michael sought guardianship. Further answering, Defendants deny the remaining allegations contained in Paragraph 79 of the Complaint. 80. Defendants deny the allegations contained in Paragraph 80 of the Complaint. 81. Defendants deny the allegations contained in Paragraph 81 of the Complaint. 82. Defendants deny the allegations contained in Paragraph 82 of the Complaint. 83. Defendants admit the guardianship was dismissed over objection. Further answering, Defendants deny the remaining allegations contained in Paragraph 83 of the Complaint. 84. Defendants deny the allegations contained in Paragraph 84 of the Complaint. 85. Defendants deny the allegations contained in Paragraph 85 of the Complaint. 86. Defendants deny the allegations contained in Paragraph 86 of the Complaint. 87. Defendants deny the allegations contained in Paragraph 87 of the Complaint. 88. Defendants admit that Michael signed a retainer agreement with Connick Law, LLC/Tom Connick. Further answering, Defendants deny the remaining allegations contained in Paragraph 88 of the Complaint. 89. Defendants admit the allegations contained in Paragraph 89 of the Complaint. 90. Defendants deny the allegations contained in Paragraph 90 of the Complaint. 91. Defendants deny the allegations contained in Paragraph 91 of the Complaint. Electronically Filed 10/18/2022 16:04 /ANSWERS / CV 22 9613p4 / Confirmation Nbr. 2680134 / BATCH 898943 92. Defendants admit that on February 25, 2019, a civil complaint in Cuyahoga County Case No. 19-CV-911682 was filed by Attorney Connick (among others) alleging Frank Mehwald suffers from dementia and "no longer contributes in any meaningful way to the management of ATD" that was subsequently consolidated with the Complaint previously filed by Frank and Mary Mehwald against Defendants in Case No. CV-18-908866. See Exhibits. 1 and 2. Defendants deny the remaining allegations set forth in Paragraph 92 of the Complaint. 93. Defendants admit that ATD was named as the plaintiff in Case No. 19-CV-911682. Further answering, Defendants deny the remaining allegations contained in Paragraph 93 of the Complaint. 94. Defendants deny the allegations contained in Paragraph 94 of the Complaint. 95. Defendants admit that in the context of terminology to be used to refer to parties in the consolidated action, itwas stated in an email, in part, that "[t]his will be more clear and efficient, and will also allow us the psychological advantage of using the ATD title" and that in a separate email it was stated, in part, that "[w]e have asserted these claims on behalf of ATD based on the support of 2 of the 3 (you and Mike) Director's in addition to the fact that Mike has been the actual manager with authority to act on behalf of ATD for years. We have also alleged in the alternative all these same claims as a shareholder's derivative suit brough by minority shareholder Mike Mehwald in the event anyone seeks to claim that we do not have the authority to act on behalf of ATD." Further answering, Defendants deny the remaining allegations set forth in Paragraph 95 of the Complaint. 96. Defendants admit that during the hearing of April 15, 2019, Attorney Connick stated in part that "it was a scrivener' s error, a pleadings error" and that "it was nothing intentional Electronically Filed 10/18/2022 16:04 /ANSWERS / CV 22 961qp4 / Confirmation Nbr. 2680134 / BATCH 898943 to mislead Your Honor." Further answering, Defendants deny the remaining allegations set forth in Paragraph 96 of the Complaint. 97. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 97 of the Complaint. 98. Defendants admit that there was an amendment to the Complaint in Case No. 19- CV-911682 and that the case proceeded, but deny any dishonesty. Further answering, Defendants are without knowledge or information sufficient to form a belief as to the truth of the remaining allegations contained in Paragraph 98 of the Complaint. 99. Defendants deny the allegations contained in Paragraph 99 of the Complaint. 100. Defendants deny the allegations contained in Paragraph 100 of the Complaint. 101. Defendants deny the allegations contained in Paragraph 101 of the Complaint. 102. Defendants deny the allegations contained in Paragraph 102 of the Complaint. 103. Defendants admit that a notice of shareholders meeting was issued. Further answering, Defendants deny the remaining allegations contained in Paragraph 103 of the Complaint. 104. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 104 of the Complaint. 105. Defendants deny the allegations contained in Paragraph 105 of the Complaint. 106. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 106 of the Complaint. 107. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 107 of the Complaint. 108. Defendants deny the allegations contained in Paragraph 108 of the Complaint. Electronically Filed 10/18/2022 16:04 /ANSWERS / CV 22 9613j)4 / Confirmation Nbr. 2680134 / BATCH 898943 109. Defendants deny the allegations contained in Paragraph 109 of the Complaint. 110. Defendants deny the allegations contained in Paragraph 110 of the Complaint. 111. Defendants deny the allegations contained in Paragraph 111 of the Complaint. 112. Defendants deny the allegations contained in Paragraph 112 of the Complaint. 113. Defendants deny the allegations contained in Paragraph 113 of the Complaint. 114. Defendants deny the allegations contained in Paragraph 114 of the Complaint. 115. Defendants admit that Attorney Connick filed a motion for a preliminary injunction and temporary restraining order, which is attached as Exhibit 3. Further answering, Defendants deny the remaining allegations set forth in Paragraph 115 of the Complaint. 116. Defendants admit that the referenced email discussed, in part, the ability to appeal a denial of the injunction and a lawsuit against Mary Mehwald among other matters. Further answering, Defendants deny the remaining allegations set forth in Paragraph 116 of the Complaint. 117. Defendants admit that the referenced email stated, in part, what is quoted in the Complaint. Further answering, Defendants deny the remaining allegations set forth in Paragraph 117 of the Complaint. 118. Defendants deny the allegations directed to them. Further answering, Defendants are without knowledge or information sufficient to form a belief as to the truth of the remaining allegations contained in Paragraph 118 of the Complaint. 119. Defendants admit that certain severance agreements were issued. Further answering, Defendants deny the remaining allegations set forth in Paragraph 119 of the Complaint. 120. Defendants admit that certain severance agreements were issued. Further answering, Defendants deny the remaining allegations set forth in Paragraph 120 of the Complaint. Electronically Filed 10/18/2022 16:04 /ANSWERS / CV 22 9611304 / Confirmation Nbr. 2680134 / BATCH 898943 121. Defendants are without knowledge or information sufficient to form a belief as to the truth of the remaining allegations contained in Paragraph 121 of the Complaint. 122. Defendants admit that certain severance agreements were issued. Further answering, Defendants deny the remaining allegations set forth in Paragraph 122 of the Complaint. 123. Defendants deny the allegations set forth in Paragraph 123 of the Complaint. 124. Defendants are without knowledge or information sufficient to form a belief as to the truth of the remaining allegations contained in Paragraph 124 of the Complaint. 125. Defendants are without knowledge or information sufficient to form a belief as to the truth of the remaining allegations contained in Paragraph 125 of the Complaint. 126. Defendants are without knowledge or information sufficient to form a belief as to the truth of the remaining allegations contained in Paragraph 126 of the Complaint. 127. Defendants deny the allegations set forth in Paragraph 127 of the Complaint. 128. Defendants deny the allegations set forth in Paragraph 128 of the Complaint. 129. Defendants deny any allegations that payments were improper. Further answering, Defendants are without knowledge or information sufficient to form a belief as to the truth of the remaining allegations contained in Paragraph 129 of the Complaint. 130. Defendants deny the allegations set forth in Paragraph 130 of the Complaint. 131. Defendants deny the allegations set forth in Paragraph 131 of the Complaint. 132. Defendants admit the allegations set forth in Paragraph 132 of the Complaint. 133. Defendants admit the March 15, 2019 Shareholders Meeting went forward. Further answering, Defendants are without knowledge or information sufficient to form a belief as to the truth of the remaining allegations contained in Paragraph 133 of the Complaint. Electronically Filed 10/18/2022 16:04 /ANSWERS / CV 22 9611384 / Confirmation Nbr. 2680134 / BATCH 898943 134. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 134 of the Complaint. 135. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 135 of the Complaint. 136. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 136 of the Complaint. 137. Defendants deny any allegations of improper conduct. Further answering, Defendants are without knowledge or information sufficient to form a belief as to the truth of the remaining allegations contained in Paragraph 137 of the Complaint. 138. Defendants admit a new Board of Directors at the March 15, 2019 Shareholders Meeting and that Michael was replaced as a director for ATD. Defendants deny this was proper. Further answering, Defendants are without knowledge or information sufficient to form a belief as to the truth of the remaining allegations contained in Paragraph 138 of the Complaint. 139. Defendants admit that Daniel was improperly and illegally terminated as CFO. Further answering, Defendants are without knowledge or information sufficient to form a belief as to the truth of the remaining allegations contained in Paragraph 139 of the Complaint. 140. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 140 of the Complaint. 141. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 141 of the Complaint. 142. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 142 of the Complaint. Electronically Filed 10/18/2022 16:04 /ANSWERS / CV 22 9611324 / Confirmation Nbr. 2680134 / BATCH 898943 143. Defendants admit that Michael was improperly and illegally terminated as Executive VP. Further answering, Defendants are without knowledge or information sufficient to form a belief as to the truth of the remaining allegations contained in Paragraph 143 of the Complaint. 144. Defendants admit the allegations contained in Paragraph 144 of the Complaint. 145. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 145 of the Complaint. 146. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 146 of the Complaint. 147. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 147 of the Complaint. 148. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 148 of the Complaint. 149. Defendants admit that by journal entry dated June 10, 2019, in Case Nos. 18-CV- 908866, 19-CV-911682, and consolidated Case No. 18-CV-908866, all claims and counterclaims were dismissed with prejudice, as set forth in attached Exhibit 4, including but not limited to those issues set forth within Plaintiffs Motion to Disqualify and Disgorge attached as Exhibits 5 and 6. Further answering, Defendants deny the remaining allegations contained in Paragraph 149 of the Complaint. 150. Defendants deny the allegations contained in Paragraph 150 of the Complaint. 151. Defendants deny the allegations contained in Paragraph 151 of the Complaint. 152. Defendants deny the allegations contained in Paragraph 152 of the Complaint. 153. Defendants deny the allegations contained in Paragraph 153 of the Complaint. Electronically Filed 10/18/2022 16:04 /ANSWERS / CV 22 961n4 / Confirmation Nbr. 2680134 / BATCH 898943 154. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 154 of the Complaint. 155. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 155 of the Complaint. 156. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 156 of the Complaint. 157. Defendants deny the complaint filed in Cuyahoga County Case No. 20CV931014 is meritless, but admit the remaining allegations contained in Paragraph 157 of the Complaint. 158. Defendants deny the allegations contained in Paragraph 158 of the Complaint. 159. Defendants deny the allegations contained in Paragraph 159 of the Complaint. 160. Defendants deny the allegations contained in Paragraph 160 of the Complaint. 161. Defendants deny the allegations contained in Paragraph 161 of the Complaint. 162. Defendants restate and reaver their responses to Paragraphs 1 through 161 as if fully restated and rewritten herein. 163. Defendants deny the allegations contained in Paragraph 163 of the Complaint. 164. Defendants deny the allegations contained in Paragraph 164 of the Complaint. 165. Defendants deny the allegations contained in Paragraph 165 of the Complaint. 166. Defendants deny the allegations contained in Paragraph 166 of the Complaint. 167. Defendants deny the allegations contained in Paragraph 167 of the Complaint. 168. Defendants deny the allegations contained in Paragraph 168 of the Complaint. 169. Defendants deny the allegations contained in Paragraph 169 of the Complaint. 170. Defendants deny the allegations contained in Paragraph 170 of the Complaint. Electronically Filed 10/18/2022 16:04 /ANSWERS / CV 22 9611344 / Confirmation Nbr. 2680134 / BATCH 898943 171. Defendants restate and reaver their responses to Paragraphs 1 through 170 as if fully restated and rewritten herein. 172. Defendants admit that certain actions were pursued against Plaintiffs. Further answering, Defendants are without knowledge or information sufficient to form a belief as to the truth of the remaining allegations contained in Paragraph 172 of the Complaint. 173. Defendants deny the allegations contained in Paragraph 173 of the Complaint. 174. Defendants deny the allegations contained in Paragraph 174 of the Complaint. 175. Defendants deny the allegations contained in Paragraph 175 of the Complaint. 176. Defendants restate and reaver their responses to Paragraphs 1 through 175 as if fully restated and rewritten herein. 177. Defendants deny the allegations contained in Paragraph 177 of the Complaint. 178. Defendants deny the allegations contained in Paragraph 178 of the Complaint. 179. Defendants deny the allegations contained in Paragraph 179 of the Complaint. 180. Defendants deny the allegations contained in Paragraph 180 of the Complaint. 181. Defendants deny the allegations contained in Paragraph 181 of the Complaint. 182. Defendants deny the allegations contained in Paragraph 182 of the Complaint. 183. Defendants restate and reaver their responses to Paragraphs 1 through 182 as if fully restated and rewritten herein. 184. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 184 of the Complaint. 185. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 185 of the Complaint. Electronically Filed 10/18/2022 16:04 /ANSWERS / CV 22 9611354 / Confirmation Nbr. 2680134 / BATCH 898943 186. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 186 of the Complaint. 187. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 187 of the Complaint. 188. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 188 of the Complaint. 189. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 189 of the Complaint. 190. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 190 of the Complaint. 191. Defendants restate and reaver their responses to Paragraphs 1 through 190 as if fully restated and rewritten herein. 192. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 192 of the Complaint. 193. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 193 of the Complaint. 194. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 194 of the Complaint. 195. Defendants deny any allegations that are directed to them. Further answering, Defendants are without knowledge or information sufficient to form a belief as to the truth of the remaining allegations contained in Paragraph 195 of the Complaint. 196. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 196 of the Complaint. Electronically Filed 10/18/2022 16:04 /ANSWERS / CV 22 96113 / Confirmation Nbr. 2680134 / BATCH 898943 197. Defendants restate and reaver their responses to Paragraphs 1 through 196 as if fully restated and rewritten herein. 198. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 198 of the Complaint. 199. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 199 of the Complaint. 200. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 200 of the Complaint. 201. Defendants deny the allegations contained in Paragraph 201 of the Complaint. 202. Defendants deny the allegations contained in Paragraph 202 of the Complaint. 203. Defendants deny the allegations contained in Paragraph 203 of the Complaint. 204. Defendants deny the allegations contained in Paragraph 204 of the Complaint. 205. Defendants deny the allegations contained in Paragraph 205 of the Complaint. 206. Defendants deny the allegations contained in Paragraph 206 of the Complaint. 207. Defendants restate and reaver their responses to Paragraphs 1 through 206 as if fully restated and rewritten herein. 208. Defendants deny the allegations contained in Paragraph 208 of the Complaint. 209. Defendants deny the allegations contained in Paragraph 209 of the Complaint. 210. Defendants deny the allegations contained in Paragraph 210 of the Complaint. 211. Defendants deny the allegations contained in Paragraph 211 of the Complaint. 212. Defendants deny the allegations contained in Paragraph 212 of the Complaint. 213. Defendants deny the allegations contained in Paragraph 213 of the Complaint. Electronically Filed 10/18/2022 16:04 /ANSWERS / CV 22 9611374 / Confirmation Nbr. 2680134 / BATCH 898943 214. Defendants restate and reaver their responses to Paragraphs 1 through 213 as if fully restated and rewritten herein. 215. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 215 of the Complaint. 216. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 216 of the Complaint. 217. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 217 of the Complaint. 218. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 218 of the Complaint. 219. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 219 of the Complaint. 220. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 220 of the Complaint. 221. Defendants are without knowledge or information sufficient to form a belief as to the truth of the allegations contained in Paragraph 221 of the Complaint. 222. Defendants restate and reaver their responses to Paragraphs 1 through 221 as if fully restated and rewritten herein. 223. Defendants deny the allegations contained in Paragraph 223 of the Complaint. 224. Defendants deny the allegations contained in Paragraph 224 of the Complaint. 225. Defendants deny the allegations contained in the Prayer Section of the Complaint. Electronically Filed 10/18/2022 16:04 /ANSWERS / CV 22 961w / Confirmation Nbr. 2680134 / BATCH 898943 SECOND DEFENSE Defendants affirmatively allege, in the alternative, that Plaintiffs lack standing and/or capacity to maintain the present claims. THIRD DEFENSE Defendants affirmatively allege, in the alternative, that this Court lacks jurisdiction over Defendants and/or Plaintiffs' claim. FOURTH DEFENSE Defendants affirmatively allege, in the alternative, that Plaintiffs' Complaint and the claims alleged in the Complaint are barred by the applicable statute of limitations. FIFTH DEFENSE Defendants affirmatively allege, in the alternative, that Plaintiffs' Complaint fails to state a claim upon which relief can be granted. SIXTH DEFENSE Defendants affirmatively allege, in the alternative, that Plaintiffs failed to join all parties necessary and/or indispensable for just adjudication of this matter. SEVENTH DEFENSE Defendants affirmatively allege, in the alternative, that Plaintiffs' claims are barred as they have not been pleaded with the type of specificity required. EIGHTH DEFENSE Defendants affirmatively