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RECEIVED & FILED
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wer 6-28-21
COMMONWEALTH OF MASSACHUSETTS
Ln NORFOLK, ss: NORFOLK SUPERIOR COURT
CIVIL ACTION NO, 21 542
CHRISTOPHER P. REMILLARD
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FLOYD L. EDICK, JR., Individually and in his “a
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Shareholder of SANDY’S TOWING INC CO
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ANSWER OF DEFENDANT J
1 Defendant denies any and all allegations of breach of fiduciary duty and any other
wrongful conduct alleged in this paragraph, both individually and as an officer and shareholder of
Sandy’s Towing, Inc.
2 Admitted
3 Admitted that defendant Tesides at 10 Pine Acres Drive, Bellingham, Massachusetts.
‘Also ‘admitied defend: isp y Management, shareholder. of Sandy" S Towing,
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4 Admitted that Sandy’s Towing, Inc. is a Rhode Island corporation with a principal
place of business at 633° Winter Street, Woonsocket, Rhode Island. Also admitted that Sandy’s
Towing, Inc. has registered as a foreign corporation with the Commonwealth of Massachusetts.
Denied as to the remainder of the allegation.
FACTUAL ALLEGATIONS
5 Admitted that Floyd L. Edick, Jr. has been president, secretary and director:
majority/managing shareholder, and financial shareholder owner of Sandy’s. Towing, Inc.. since its
inception in 2018. Also admitted that plaintiff has been vice president, treasurer, and 50% financial
shareholder of Sandy’s Towirig, Inc. since 2019. Denied as to the remainder of. the allegation
6 Denied to the extent that Remillard alleges he was a shareholder at the inception of the
business and to the extent Edick is alleged to have wrongfully. “frozen-out?, Remillard from the
business. Admitted’ ‘as to hee remainder of, fie! -allegatio
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7 Admitted.
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8 Upon information and belief, admitted.
9 Admitted that Edick had no prior experience in owning a vehicle towing business.
Admitted that Edick believed Remillard’s experience in the industry would be useful in operating
Sandy’s Towing. Admitted that Edick agreed to bring Remillard in as a partner.
10. Denied, except to the extent that the business was incorporated in October 2018. The
entire purchase price, including the business and building, was $475,000, not $485,000. Edick
financed and purchased the business in October 2018.
11. Denied. Edick does not and has not ever had any credit problems. The entire purchase
was done without Remillard’s involvement. Edick secured the privately funded loan by putting his
solely owned rental property up as collateral.
12. Denied. The original AAA contract was in place and signed by Edick alone. In fact,
the predecessor business had been a AAA servicer for decades. Sandy’s Towing procured municipal
towing work through Edick’s contacts, not Remillard’s.
13 Neither admitted nor denied, but plaintiff is left to his proof of the same.
14. Denied.
15 Denied.
16 Denied.
17 Denied that Edick ever discussed destroying any receipts or documents of any kind.
18 Admitted.
19 Admitted
20 Admitted
21 Admitted
22 Neither admitted nor denied, but defendant leaves plaintiff to his proof of the same.
23. Admitted that Edick made decisions for Sandy’s Towing. Denied as to the remainder
of the allegation.
24. Denied.
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25. Admitted that Edick set a policy for Sandy’s Towing, Inc. that if a member’s car could
not be put into neutral, Sandy’s Towing’s drivers would no longer drag vehicles on and off trucks, as
this could cause damage both to the vehicle and to the truck, both of which would fall on Sandy’s
Towing to pay for. Further admitted that Edick set policies that protected Sandy’s Towing business,
including any potential liabilities, its employees’ safety and its profitability.
26. Admitted.
27. Neither admitted nor denied, but defendant leaves plaintiff to his proof of the same.
28. Admitted that Remillard, without informing Edick, unilaterally agreed to accept this
portion of Route 295 for AAA servicing, despite Edick instructing Remillard that Sandy’s Towing
would not accept the area from AAA.
29. Admitted that Edick informed Remillard that he was not authorized to accept the Route
295 area and that Sandy’s Towing would no longer service that area for AAA. Edick again informed
Remillard that there were several reasons for this, including the safety of Sandy’s Towing, Inc.’s
employees.
30. Denied that Edick made bad business decisions for Sandy’s Towing with respect to
AAA calls and keeping sufficient drivers on the road. Neither admitted nor denied with respect to the
remainder of the allegation, but defendant leaves plaintiff to his proof of the same.
31. Admitted that Edick and Remillard discussed Remillard buying Edick out of Sandy’s
Towing, Inc. Also admitted that Edick owns two other businesses. Denied as to the remainder of the
allegation.
32, Denied that Edick and Remillard ever agreed that the relevant portion of the buy-sell
agreement was a nullity, inoperative, or in any other way irrelevant to a potential buyout. Admitted
that Remillard and Edick discussed the possibility of Remillard buying Edick out. Neither admitted
nor denied as to the remainder of the allegation.
33. Denied.
34. Denied, except to the extent that Edick suggested Remillard refinance his house in
order to pay off Sandy’s Towing’s loan.
35. Denied.
36. Denied.
37. Admitted that Edick took a loan from Sandy’s Towing in the amount of $50,000.
Denied as to the remainder of the allegation.
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38. Admitted that Edick took a $50,000 loan from Sandy’s Towing, Inc. in or around the
fall of 2020. Said loan is memorialized by a promissory note in the possession of Sandy’s Towing,
Inc.’s accountants, access to which is freely available to plaintiff. Neither admitted nor denied as to
the remainder of the allegation, but defendant leaves plaintiff to his proof of the same.
39, Admitted that the $50,000 loan has not yet been paid back to the company. Denied as
to the remainder of the allegation.
40. Denied that a 10% loan to the corporation from any private lender is exorbitant.
Denied that Remillard protested the loan as unfair. Admitted that Edick paid off the private money
lender’s loan in or around the fall of 2020. Denied as to the remainder of the allegation.
41. Denied.
42. Denied. Edick owns-the property and Sandy’s Towing rents it from him on a triple net
lease basis.
43. Admitted that Edick expressed displeasure about AAA taking down the border between
BPP and Sandy’s Towing area due to fewer and less profitable calls. Denied as to the remainder of
the allegation.
44. Admitted that Remillard requested in writing to be bought out by Edick in or around
February 2021. Denied as to the remainder of the allegation.
45. Admitted.
46. Admitted that Edick advised Remillard that he intended to end Sandy’s Towing’s
participation in the AAA open border pilot program due to fewer and less profitable calls, to which
Remillard disagreed since it benefitted his wholly owned corporation, BPP. Denied as to the
remainder of the allegation.
47, Admitted that a Zoom meeting took place between AAA Emergency Roadside service
managers‘and Remillard and Edick.-: Also admitted that-Edick: requested thatthe border be put back in
place. Denied as to the remainder of the allegation.
48. Admitted that AAA and Edick disagreed as to the reasons for the reduced call volume.
Denied as to the remainder of the allegation.
49, Denied that the allegation was “false” and to the extent Remillard denies making an
offer of employment to a Sandy’s Towing employee for his competing business.
50. Admitted that Edick terminated Remillard’s employment on or about April 2, 2021.
Denied as to the remainder of the allegation.
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352. Denied. The reasons for terminating Remillard included his treatment of and attitude
toward Sandy’s Towing’s employees, his attempt to steal an employee of Sandy’s Towing, his
employment of a driver who was ineligible under applicable AAA rules, and his failure to act in the
best interests of Sandy’s Towing and its shareholders, among other reasons.
53. As plaintiff is aware, there is no employment file for Remillard at Sandy’s Towing,
Inc.
34, Admitted except to the extent that the allegation alleges that Edick instructed
Chamberland not to provide financial information to Remillard. Also denied that Edick took any
action to deprive Remillard of his ability to monitor the operation and finances of Sandy’s Towing.
55. Admitted that Edick took these actions for the protection of Sandy’s Towing, Inc. from
the unknown intentions of Remillard, who was very emotional at this time.
56. Denied that any funds have been wrongfully converted by Edick for his sole use and/or
personal possession. All accounts and funds since Remillard’s termination have been deposited into
Sandy’s Towing, Inc.’s business account for the operation and business interests of Sandy’s Towing,
Inc. and its shareholders, including Remillard.
57. Denied to the extent that plaintiff claims entitlement to be paid half of the cash
proceeds, as opposed to the cash proceeds being deposited into the corporation’s operating account,
which has been done since Remillard’s termination.
58. Admitted that the total call volume from AAA business was less in April 2021 than
March 2021. Denied as to the remainder of the allegation.
59. Admitted that Sandy’s Towing purchased a Peterbilt truck to replace a totaled truck for
the amount of $105,000 in or around May 2021. Denied as to the remainder of the allegation.
60: *«. “Denied that Edick has deprived Remillard. of anything he is entitled‘te.. To the extent
Remillard is entitled to reasonable periodic disbursements of distributions and/or dividends, these have
not been withheld from Remillard and have not been disbursed to Edick. Denied as to the remainder
of the allegation.
61. Admitted.
62. Admitted that plaintiff and defendant’s counsel have conferred in an attempt to resolve
the dispute between plaintiff and defendant. Denied as to the remainder of the allegation.
63. Admitted that an offer of $127,000 was made to buy out Remillard’s 50% financial
interest. Denied as to the remainder of the allegation.
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64 Denied.
65 Neither admitted nor denied, but defendant leaves plaintiff to his proof of the same.
66 Denied.
67 Admitted that one of Sandy’s Towing’s tow trucks was involved in a crash and declared
a total loss on or about April 9, 2021. Also admitted that Remillard was informed through counsel of
the loss and the intention to purchase a new truck to replace the totaled truck.
68. Upon information and belief, admitted.
69. Denied.
70. Denied.
71. Admitted that counsel for plaintiff and defendant conferred and counsel for Remillard
expressed Remillard’s desire not to purchase the subject vehicle.
72. Denied to the extent that the allegation alleges that Edick was or ever attempted to drive
up Sandy’s Towing, Inc.’s liabilities. Neither admitted nor denied with respect to the remainder.
73. Admitted that Sandy’s Towing purchased the truck. Denied as to the remainder.
74. Denied.
75. Denied to the extent that the allegation alleges that defendant acted to change the credit
card payment processing system for any reason other than the benefit of Sandy’s Towing, Inc. and its
shareholders.
STATEMENT OF CLAIMS
COUNT I
Breach of Fiduciary Duty
6. Defendant repeats and realleges all prior responses as though fully set forth herein.
77. Admitted that Sandy’s Towing is a close corporation, with only two shareholders, with
no ready market for corporate stock, and that both shareholders were at some point employed by the
corporation. Denied as to the remainder of the allegation.
78. No response required as the allegation contains a recitation of proposed legal
conclusions.
79 Denied.
80 Denied
81 Denied
82. Denied.
WHEREFORE, defendant demands judgment against the plaintiff together with costs, interest,
and such other relief as this Court deems just.
COUNT II
Conversion
83, Defendant repeats and realleges all prior responses as though fully set forth herein.
84. Denied.
85. Denied as Edick has not taken possession of the same. Denied as to the remainder of
the allegation.
86. Denied.
87. Denied.
88. Denied.
WHEREFORE, defendant demands judgment against the plaintiff together with costs, interest,
and such other relief as this Court deems just.
COUNT Tl
Breach of Contract
89. Defendant repeats and realleges all prior responses as though fully set forth herein.
90. Admitted that Remillard and Edick entered into a buy-sell agreement in or around
March 2019. Further agreed that Remillard and Edick agreed that each would be entitled to 50%
interest in any reasonable and appropriate distributions and/or dividends, and that each would be
involved in the operation of the business.
91. Admitted.
92. Denied.
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94, Denied.
WHEREFORE, defendant demands judgment against the plaintiff together with costs, interest,
and such other relief as this Court deems just.
COUNT IV
Breach of the Implied Covenant of Good Faith and Fair Dealing
95. Defendant repeats and realleges all prior responses as though fully set forth herein.
96. Denied to the extent that Remillard purchased or contributed capital to the business in
or around November 2018. Admitted to the extent that Remillard is a 50% -financial-owner of the
business.
97. Denied
98. Denied.
99. Denied
100. Denied
WHEREFORE, defendant demands judgment against the plaintiff together with costs, interest,
and such other relief as this Court deems just.
AFFIRMATIVE DEFENSES
1 Defendant affirmatively pleads that plaintiff has failed. to state a claim upon which relief
can be granted.
2 Defendant affirmatively pleads that plaintiff's complaint should be dismissed for failure
to include a necessary party.
3 Defendant affirmatively pleads lack/failure of consideration.
4 Defendant affirmatively pleads setoff and counterclaim.
5 Defendant affirmatively pleads that plaintiff’s claims are barred by the doctrine of
unclean hands.
6. Defendant affirmatively pleads that plaintiff’s claims, in whole or in part, are derivative
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in nature, and therefore must be dismissed.
7 Defendant affirmatively pleads that plaintiff’s termination of employment from Sandy’s
Towing, Inc. was done for legitimate business purposes and was otherwise lawful and reasonable
8 Defendant affirmatively pleads the protection of the business judgment rule
9 Defendant affirmatively pleads that the relevant law in the State of Rhode Island is
applicable to plaintiff’s claims, in whole or in part, not that of the Commonwealth of Massachusetts
10 Defendant affirmatively pleads the defense of the statute of frauds.
ss - - - JURY. DEMAND. a
Defendant hereby demands a trial by jury on all counts so triable
DEFENDANT
By his Attorney,
Kis
higped Lh
Martin K. DeMagistris,
Lig BBO
bese
#671347
OLENN & PENZA, LLP
530 Greenwich Avenue
Warwick, RI 02886
PHONE: (401) 737-3700
FAX: (401) 737-5499
EMAIL: mkd@olenn-penza.com
CERTIFICATION
I hereby certify that on the 28" day of June, 2021, I filed and served this document through the
electronic filing system on the following parties
Thomas J. Flanagan, Jr., Esq
DEA
Law Office of Thomas J. Flanagan, Jr
969 Main Street, Suite 201
Walpole, MA 02081
Preview
— 1 4d wx RE Se RECEIVED & FILED RTS wer 6-28-21 COMMONWEALTH OF MASSACHUSETTS Ln NORFOLK, ss: NORFOLK SUPERIOR COURT CIVIL ACTION NO, 21 542 CHRISTOPHER P. REMILLARD Ly Bt v tA. Oiee. & 47 ON 2 On FLOYD L. EDICK, JR., Individually and in his “a FE s Capacity as President and Majority Management oc oe Co 2 Shareholder of SANDY’S TOWING INC CO BG PSE hl ANSWER OF DEFENDANT J 1 Defendant denies any and all allegations of breach of fiduciary duty and any other wrongful conduct alleged in this paragraph, both individually and as an officer and shareholder of Sandy’s Towing, Inc. 2 Admitted 3 Admitted that defendant Tesides at 10 Pine Acres Drive, Bellingham, Massachusetts. ‘Also ‘admitied defend: isp y Management, shareholder. of Sandy" S Towing, Tac 4 Admitted that Sandy’s Towing, Inc. is a Rhode Island corporation with a principal place of business at 633° Winter Street, Woonsocket, Rhode Island. Also admitted that Sandy’s Towing, Inc. has registered as a foreign corporation with the Commonwealth of Massachusetts. Denied as to the remainder of the allegation. FACTUAL ALLEGATIONS 5 Admitted that Floyd L. Edick, Jr. has been president, secretary and director: majority/managing shareholder, and financial shareholder owner of Sandy’s. Towing, Inc.. since its inception in 2018. Also admitted that plaintiff has been vice president, treasurer, and 50% financial shareholder of Sandy’s Towirig, Inc. since 2019. Denied as to the remainder of. the allegation 6 Denied to the extent that Remillard alleges he was a shareholder at the inception of the business and to the extent Edick is alleged to have wrongfully. “frozen-out?, Remillard from the business. Admitted’ ‘as to hee remainder of, fie! -allegatio 5 7 Admitted. be ye fe be ne fod phe ane . vi tt sy ts one me Tes * ns 4 Xe e dv n os yt x yy ui ae 2 ‘ city b fs . oe oe _. -- . oe -~ ae _- _- + oh . it ea “ We 8 Upon information and belief, admitted. 9 Admitted that Edick had no prior experience in owning a vehicle towing business. Admitted that Edick believed Remillard’s experience in the industry would be useful in operating Sandy’s Towing. Admitted that Edick agreed to bring Remillard in as a partner. 10. Denied, except to the extent that the business was incorporated in October 2018. The entire purchase price, including the business and building, was $475,000, not $485,000. Edick financed and purchased the business in October 2018. 11. Denied. Edick does not and has not ever had any credit problems. The entire purchase was done without Remillard’s involvement. Edick secured the privately funded loan by putting his solely owned rental property up as collateral. 12. Denied. The original AAA contract was in place and signed by Edick alone. In fact, the predecessor business had been a AAA servicer for decades. Sandy’s Towing procured municipal towing work through Edick’s contacts, not Remillard’s. 13 Neither admitted nor denied, but plaintiff is left to his proof of the same. 14. Denied. 15 Denied. 16 Denied. 17 Denied that Edick ever discussed destroying any receipts or documents of any kind. 18 Admitted. 19 Admitted 20 Admitted 21 Admitted 22 Neither admitted nor denied, but defendant leaves plaintiff to his proof of the same. 23. Admitted that Edick made decisions for Sandy’s Towing. Denied as to the remainder of the allegation. 24. Denied. u os .ah ie + a Ye Ht ee unin sey “af fared, fy Bre Ga ye re ee ud et te ss %ee un ” whe of “ oy af os te ti uw oe te 3 se te a f we a ” 25. Admitted that Edick set a policy for Sandy’s Towing, Inc. that if a member’s car could not be put into neutral, Sandy’s Towing’s drivers would no longer drag vehicles on and off trucks, as this could cause damage both to the vehicle and to the truck, both of which would fall on Sandy’s Towing to pay for. Further admitted that Edick set policies that protected Sandy’s Towing business, including any potential liabilities, its employees’ safety and its profitability. 26. Admitted. 27. Neither admitted nor denied, but defendant leaves plaintiff to his proof of the same. 28. Admitted that Remillard, without informing Edick, unilaterally agreed to accept this portion of Route 295 for AAA servicing, despite Edick instructing Remillard that Sandy’s Towing would not accept the area from AAA. 29. Admitted that Edick informed Remillard that he was not authorized to accept the Route 295 area and that Sandy’s Towing would no longer service that area for AAA. Edick again informed Remillard that there were several reasons for this, including the safety of Sandy’s Towing, Inc.’s employees. 30. Denied that Edick made bad business decisions for Sandy’s Towing with respect to AAA calls and keeping sufficient drivers on the road. Neither admitted nor denied with respect to the remainder of the allegation, but defendant leaves plaintiff to his proof of the same. 31. Admitted that Edick and Remillard discussed Remillard buying Edick out of Sandy’s Towing, Inc. Also admitted that Edick owns two other businesses. Denied as to the remainder of the allegation. 32, Denied that Edick and Remillard ever agreed that the relevant portion of the buy-sell agreement was a nullity, inoperative, or in any other way irrelevant to a potential buyout. Admitted that Remillard and Edick discussed the possibility of Remillard buying Edick out. Neither admitted nor denied as to the remainder of the allegation. 33. Denied. 34. Denied, except to the extent that Edick suggested Remillard refinance his house in order to pay off Sandy’s Towing’s loan. 35. Denied. 36. Denied. 37. Admitted that Edick took a loan from Sandy’s Towing in the amount of $50,000. Denied as to the remainder of the allegation. eb be a segat ae oh * wy a Wind Vy mswen sec bya ae in re ve sid a te a 4 es 4 ns -- oF a u os H 8 K “ ot. ok ve ui K vs 1 pyran ag h 38. Admitted that Edick took a $50,000 loan from Sandy’s Towing, Inc. in or around the fall of 2020. Said loan is memorialized by a promissory note in the possession of Sandy’s Towing, Inc.’s accountants, access to which is freely available to plaintiff. Neither admitted nor denied as to the remainder of the allegation, but defendant leaves plaintiff to his proof of the same. 39, Admitted that the $50,000 loan has not yet been paid back to the company. Denied as to the remainder of the allegation. 40. Denied that a 10% loan to the corporation from any private lender is exorbitant. Denied that Remillard protested the loan as unfair. Admitted that Edick paid off the private money lender’s loan in or around the fall of 2020. Denied as to the remainder of the allegation. 41. Denied. 42. Denied. Edick owns-the property and Sandy’s Towing rents it from him on a triple net lease basis. 43. Admitted that Edick expressed displeasure about AAA taking down the border between BPP and Sandy’s Towing area due to fewer and less profitable calls. Denied as to the remainder of the allegation. 44. Admitted that Remillard requested in writing to be bought out by Edick in or around February 2021. Denied as to the remainder of the allegation. 45. Admitted. 46. Admitted that Edick advised Remillard that he intended to end Sandy’s Towing’s participation in the AAA open border pilot program due to fewer and less profitable calls, to which Remillard disagreed since it benefitted his wholly owned corporation, BPP. Denied as to the remainder of the allegation. 47, Admitted that a Zoom meeting took place between AAA Emergency Roadside service managers‘and Remillard and Edick.-: Also admitted that-Edick: requested thatthe border be put back in place. Denied as to the remainder of the allegation. 48. Admitted that AAA and Edick disagreed as to the reasons for the reduced call volume. Denied as to the remainder of the allegation. 49, Denied that the allegation was “false” and to the extent Remillard denies making an offer of employment to a Sandy’s Towing employee for his competing business. 50. Admitted that Edick terminated Remillard’s employment on or about April 2, 2021. Denied as to the remainder of the allegation. at va 1 Pp he wit 3 st we oi a 4 ny vhs + nd rae on Ie bs i te Sr > "s we * Le te vow ae ub 4 oN Be se + vy oa te iN 1 fs wee ay w iv ot be a i yess & oe Sl. Denied. 352. Denied. The reasons for terminating Remillard included his treatment of and attitude toward Sandy’s Towing’s employees, his attempt to steal an employee of Sandy’s Towing, his employment of a driver who was ineligible under applicable AAA rules, and his failure to act in the best interests of Sandy’s Towing and its shareholders, among other reasons. 53. As plaintiff is aware, there is no employment file for Remillard at Sandy’s Towing, Inc. 34, Admitted except to the extent that the allegation alleges that Edick instructed Chamberland not to provide financial information to Remillard. Also denied that Edick took any action to deprive Remillard of his ability to monitor the operation and finances of Sandy’s Towing. 55. Admitted that Edick took these actions for the protection of Sandy’s Towing, Inc. from the unknown intentions of Remillard, who was very emotional at this time. 56. Denied that any funds have been wrongfully converted by Edick for his sole use and/or personal possession. All accounts and funds since Remillard’s termination have been deposited into Sandy’s Towing, Inc.’s business account for the operation and business interests of Sandy’s Towing, Inc. and its shareholders, including Remillard. 57. Denied to the extent that plaintiff claims entitlement to be paid half of the cash proceeds, as opposed to the cash proceeds being deposited into the corporation’s operating account, which has been done since Remillard’s termination. 58. Admitted that the total call volume from AAA business was less in April 2021 than March 2021. Denied as to the remainder of the allegation. 59. Admitted that Sandy’s Towing purchased a Peterbilt truck to replace a totaled truck for the amount of $105,000 in or around May 2021. Denied as to the remainder of the allegation. 60: *«. “Denied that Edick has deprived Remillard. of anything he is entitled‘te.. To the extent Remillard is entitled to reasonable periodic disbursements of distributions and/or dividends, these have not been withheld from Remillard and have not been disbursed to Edick. Denied as to the remainder of the allegation. 61. Admitted. 62. Admitted that plaintiff and defendant’s counsel have conferred in an attempt to resolve the dispute between plaintiff and defendant. Denied as to the remainder of the allegation. 63. Admitted that an offer of $127,000 was made to buy out Remillard’s 50% financial interest. Denied as to the remainder of the allegation. 5 Wi re Bh wihey nh . ‘ a te Be wet vs ee iy at ve ye co ue a oF uv a i L a HS te a ie Be £ ws pipe BR " he ok * 64 Denied. 65 Neither admitted nor denied, but defendant leaves plaintiff to his proof of the same. 66 Denied. 67 Admitted that one of Sandy’s Towing’s tow trucks was involved in a crash and declared a total loss on or about April 9, 2021. Also admitted that Remillard was informed through counsel of the loss and the intention to purchase a new truck to replace the totaled truck. 68. Upon information and belief, admitted. 69. Denied. 70. Denied. 71. Admitted that counsel for plaintiff and defendant conferred and counsel for Remillard expressed Remillard’s desire not to purchase the subject vehicle. 72. Denied to the extent that the allegation alleges that Edick was or ever attempted to drive up Sandy’s Towing, Inc.’s liabilities. Neither admitted nor denied with respect to the remainder. 73. Admitted that Sandy’s Towing purchased the truck. Denied as to the remainder. 74. Denied. 75. Denied to the extent that the allegation alleges that defendant acted to change the credit card payment processing system for any reason other than the benefit of Sandy’s Towing, Inc. and its shareholders. STATEMENT OF CLAIMS COUNT I Breach of Fiduciary Duty 6. Defendant repeats and realleges all prior responses as though fully set forth herein. 77. Admitted that Sandy’s Towing is a close corporation, with only two shareholders, with no ready market for corporate stock, and that both shareholders were at some point employed by the corporation. Denied as to the remainder of the allegation. 78. No response required as the allegation contains a recitation of proposed legal conclusions. 79 Denied. 80 Denied 81 Denied 82. Denied. WHEREFORE, defendant demands judgment against the plaintiff together with costs, interest, and such other relief as this Court deems just. COUNT II Conversion 83, Defendant repeats and realleges all prior responses as though fully set forth herein. 84. Denied. 85. Denied as Edick has not taken possession of the same. Denied as to the remainder of the allegation. 86. Denied. 87. Denied. 88. Denied. WHEREFORE, defendant demands judgment against the plaintiff together with costs, interest, and such other relief as this Court deems just. COUNT Tl Breach of Contract 89. Defendant repeats and realleges all prior responses as though fully set forth herein. 90. Admitted that Remillard and Edick entered into a buy-sell agreement in or around March 2019. Further agreed that Remillard and Edick agreed that each would be entitled to 50% interest in any reasonable and appropriate distributions and/or dividends, and that each would be involved in the operation of the business. 91. Admitted. 92. Denied. be B as u 4 boyes aA vi pein Hn oy sisi . a ~S iv . ae f .- 93. Denied. 94, Denied. WHEREFORE, defendant demands judgment against the plaintiff together with costs, interest, and such other relief as this Court deems just. COUNT IV Breach of the Implied Covenant of Good Faith and Fair Dealing 95. Defendant repeats and realleges all prior responses as though fully set forth herein. 96. Denied to the extent that Remillard purchased or contributed capital to the business in or around November 2018. Admitted to the extent that Remillard is a 50% -financial-owner of the business. 97. Denied 98. Denied. 99. Denied 100. Denied WHEREFORE, defendant demands judgment against the plaintiff together with costs, interest, and such other relief as this Court deems just. AFFIRMATIVE DEFENSES 1 Defendant affirmatively pleads that plaintiff has failed. to state a claim upon which relief can be granted. 2 Defendant affirmatively pleads that plaintiff's complaint should be dismissed for failure to include a necessary party. 3 Defendant affirmatively pleads lack/failure of consideration. 4 Defendant affirmatively pleads setoff and counterclaim. 5 Defendant affirmatively pleads that plaintiff’s claims are barred by the doctrine of unclean hands. 6. Defendant affirmatively pleads that plaintiff’s claims, in whole or in part, are derivative .: vey ue te: a eee os in nature, and therefore must be dismissed. 7 Defendant affirmatively pleads that plaintiff’s termination of employment from Sandy’s Towing, Inc. was done for legitimate business purposes and was otherwise lawful and reasonable 8 Defendant affirmatively pleads the protection of the business judgment rule 9 Defendant affirmatively pleads that the relevant law in the State of Rhode Island is applicable to plaintiff’s claims, in whole or in part, not that of the Commonwealth of Massachusetts 10 Defendant affirmatively pleads the defense of the statute of frauds. ss - - - JURY. DEMAND. a Defendant hereby demands a trial by jury on all counts so triable DEFENDANT By his Attorney, Kis higped Lh Martin K. DeMagistris, Lig BBO bese #671347 OLENN & PENZA, LLP 530 Greenwich Avenue Warwick, RI 02886 PHONE: (401) 737-3700 FAX: (401) 737-5499 EMAIL: mkd@olenn-penza.com CERTIFICATION I hereby certify that on the 28" day of June, 2021, I filed and served this document through the electronic filing system on the following parties Thomas J. Flanagan, Jr., Esq DEA Law Office of Thomas J. Flanagan, Jr 969 Main Street, Suite 201 Walpole, MA 02081