Preview
FILED
DALLAS COUNTY
10/24/2016 10:01:32 AM
FELICIA PITRE
DISTRICT CLERK
CAUSE NO. DC-16-11118
STROM AVIATION, INC., § IN THE DISTRICT COURT OF
§
Plaintiff §
§
v. §
§
JEFFREY WAYNE ROBINSON, §
JOE WAYNE ROBINSON, HARBOR §
AMERICA, INC. AND AVIATION §
CONSULTING EXPERTS, INC. §
§ DALLAS COUNTY, TEXAS
Defendants §
§
ROBINSON AIRCRAFT INTERIORS, §
INC., §
§
Defendant and Third Party Plaintiff §
§
v. §
§
DANIEL G. WROLSON §
§
Third Party Defendant § 95th JUDICIAL DISTRICT
DEFENDANT ROBINSON AIRCRAFT INTERIORS, INC.'S ANSWER TO
PLAINTIFF’S FIRST AMENDED ORIGINAL PETITION,
COUNTERCLAIM AND THIRD PARTY PETITION
TO THE HONORABLE COURT:
Defendant Robinson Aircraft Interiors Inc. ("RAI") files its Answer to Plaintiff’s First
Amended Original Petition (the “Petition”), Counterclaim and Third Party Petition and states as
follows.
I. GENERAL DENIAL
1. As authorized by Rule 92 of the Texas Rules of Civil Procedure, Defendant
denies each and every, all and singular, the material allegations contained in the Petition or any
amended or supplemental petitions, and demands strict proof at the time of trial in accordance
ROBINSON AIRCRAFT INTERIORS, INC.'S ANSWER TO PLAINTIFF’S FIRST
AMENDED ORIGINAL PETITION, COUNTERCLAIM AND THIRD PARTY PETITION PAGE 1
with the Texas Rules of Civil Procedure.
II. VERIFIED PLEAS
2. Defendant specifically denies that the amounts alleged in the Petition are correct,
due or owed. The amounts alleged do not include all just and lawful offsets, payments and
credits.
III. AFFIRMATIVE DEFENSES
Without conceding that the following are in fact affirmative defenses or that Defendant
has the burden of proof on the following, Defendant pleads more specifically as follows:
3. Plaintiff’s claims are barred in whole or in part by the doctrines of waiver,
estoppel, and/or ratification.
4. Plaintiff’s claims are barred in whole or in part by the doctrine of unclean hands.
5. Plaintiff’s claims are barred in whole or in part because Plaintiff failed to mitigate
any damages it allegedly has incurred.
6. Plaintiff’s claims are barred, in whole or part, by set-off.
7. Plaintiff’s claims are barred in whole or in part by the doctrine of laches.
8. Plaintiff’s claims are barred, in whole or in part, because Plaintiff’s damages, if
any, were caused, in whole or in part, by the acts or omissions of others, for whom Defendant is
not responsible.
9. Plaintiff’s claims are barred, in whole or in part, because the actions or omissions
of persons, other than Defendant were intervening or supervening causes of Plaintiff’s damages,
if any.
10. Plaintiff’s claims are barred, in whole or in part, because other parties or unnamed
third-parties are the sole proximate cause of Plaintiff’s damages, if any.
11. Plaintiff’s claims are barred, in whole or in part, because Plaintiff's own acts or
ROBINSON AIRCRAFT INTERIORS, INC.'S ANSWER TO PLAINTIFF’S FIRST
AMENDED ORIGINAL PETITION, COUNTERCLAIM AND THIRD PARTY PETITION PAGE 2
omissions caused or contributed to Plaintiff’s damages, if any.
12. Plaintiff’s claims are barred, in whole or in part, by the doctrines of legal
justification and/or privilege.
IV. COUNTERCLAIM AND THIRD PARTY PETITION
PARTIES
13. Strom Aviation, Inc. ("Strom") is a Florida corporation with its principal place of
business in Waconia, Minnesota. Strom has appeared in this case.
14. Daniel G. Wrolson ("Wrolson") is an individual residing at 300 Lloyd Circle,
Colleyville, TX 76034, Tarrant County, Texas. Issuance of citation is requested at this time so a
private process server may personally serve Wrolson with process.
15. RAI is a Texas corporation with its principal place of business in Dallas County,
Texas.
DISCOVERY CONTROL PLAN
16. It is appropriate that discovery in this matter be conducted pursuant to Texas Rule
of Civil Procedure 190.3, under Discovery Control Plan-Level 2.
SUBJECT MATTER JURISDICTION AND VENUE
17. This Court has subject matter jurisdiction over this controversy because the
damages requested are within the jurisdictional limits of this Court.
18. Venue of this action is proper in Dallas County, Texas, pursuant to Texas Civil
Practice & Remedies Code § 15.002, because all or a substantial part of the events or omissions
giving rise to RAI's claims occurred in Dallas County, Texas.
19. Pursuant to Rule 47 of the Texas Rules of Civil Procedure, RAI seeks monetary
relief over $1,000,000, plus attorneys' fees, costs, expenses, pre-judgment and post-judgment
interest, and non-monetary relief.
ROBINSON AIRCRAFT INTERIORS, INC.'S ANSWER TO PLAINTIFF’S FIRST
AMENDED ORIGINAL PETITION, COUNTERCLAIM AND THIRD PARTY PETITION PAGE 3
20. This counterclaim and third party petition is not being filed pursuant to Rule 169
of the Texas Rules of Civil Procedure.
FACTS
21. RAI is an aircraft interior fabrication and refurbishment company that has been in
business since 2004. RAI manufactures interior monuments, upholsters complete interiors, and
fabricates structural/decorative interior sheet metal and machined components. RAI's interior
products are designed and custom built for each individual client. Jeff Robinson and Joe
Robinson own RAI.
22. Strom is a staffing company that provides contract employees to companies in the
aviation industry. Wrolson is Strom's President and 50% owner. Wrolson runs the day-to-day
operations of Strom. Jon Strom and/or his father Donald Strom own the other 50% of Strom.
23. From approximately the fall of 2010 until August 31, 2016, Strom provided
contract employees to RAI. Many of these employees worked for RAI for several years.
24. In 2012, Wrolson informed RAI that Strom was changing banks, and its new bank
wanted Strom to have a security interest in RAI's receivables. Wrolson presented the Security
Agreement to Jeff and Joe Robinson. Having worked very closely with Jeff and Joe Robinson
for several years, Wrolson knew that RAI was not represented by counsel. Wrolson represented
to RAI that Strom would not interfere with RAI's customer accounts and would not execute on
any security interest. Wrolson further represented that Security Agreement would not apply if
Strom stopped providing contract employees to RAI. On or about September 27, 2012, in
reliance upon Strom's representations, RAI executed the Security Agreement (the "Agreement"),
which is attached hereto as Exhibit A. In the Agreement, Strom is referred to as Secured Party
and RAI is referred to as Debtor. Specifically, the Agreement provides the following:
25. In 2012, Wrolson asked RAI to execute a Security Agreement. Wrolson
ROBINSON AIRCRAFT INTERIORS, INC.'S ANSWER TO PLAINTIFF’S FIRST
AMENDED ORIGINAL PETITION, COUNTERCLAIM AND THIRD PARTY PETITION PAGE 4
represented to RAI that Strom was changing banks, and its new bank wanted Strom to have a
security interest in RAI's receivables. On or about September 27, 2012, RAI executed the
Security Agreement (the "Agreement"), which is attached hereto as Exhibit A. In the
Agreement, Strom is referred to as Secured Party and RAI is referred to as Debtor. Specifically,
the Agreement provides the following:
2. Payment Obligations of Debtor
(a) Debtor shall pay to Secured Party the amount due for past contract labor
services provided by Secured Party to Debtor, which amount Debtor agrees is
$4,020,000.00 as of the date of this Agreement, as well as any amount that may
become due for contract labor services provided by Secured Party to Debtor after
the execution of this Agreement. The amount due for services hereinafter
provided by Secured Party to Debtor shall be conclusively established by the
weekly invoices provided by Secured Party to Debtor, which invoices will be
based upon the report provided by Debtor to Secured Party each week detailing
the hours and rates of the contract labor employees utilized by Debtor during the
preceding week.
(b) Debtor agrees to make regular payments to Secured Party in an amount
not less than seventy percent (70%) of the proceeds of all payments Debtor
receives on the Receivables, whether in the form of cash or negotiable
instruments, until such time as Secured Party notifies Debtor that Debtor's
outstanding obligations are within the agreed 30-day net payment terms for
Secured Party's services. Any amounts collected on the Debtor's receivables shall
be held in trust by Debtor for Secured Party and promptly paid over to Secured
Party (in no event more than one week after receipt by Debtor) pursuant to the
terms of this Agreement for application against Debtor's indebtedness to Secured
Party.
3. Obligations of Secured Party
(a) Secured Party agrees to release its security interest in the Receivables
once Debtor's outstanding obligations are within the ordinary, agreed-upon 30-
day net payment terms.
(b) Secured Party further agrees to replace the 70% payment terms in this
agreement to regular payment terms in the event that Secured Party
discontinues providing services to Debtor, unless such discontinuance is due to
nonperformance under this Agreement or any of Debtor's other obligations to
Secured Party.
26. The payment terms under the Security Agreement replaced any existing payment
ROBINSON AIRCRAFT INTERIORS, INC.'S ANSWER TO PLAINTIFF’S FIRST
AMENDED ORIGINAL PETITION, COUNTERCLAIM AND THIRD PARTY PETITION PAGE 5
terms between the parties and RAI and granted a security interest in RAI's "Receivables," while
Strom was providing contract employees to RAI. Specifically, the Agreement provides:
1. Creation of Security Interest
Debtor grants to Secured Party a security interest in and to Debtor's Receivables
to secure performance and payment of all obligations and indebtedness of Debtor
to Secured Party of whatever kind and whenever or however created or incurred,
including, but not limited to, the debt owed by Debtor to Secured Party for any
and all contract labor services provided by Secured Party to Debtor before and
after the execution of this Agreement. "Receivables," as such term is used herein,
shall mean the Debtor's existing or future right, title, and interest to: (i) any
payment, or right to payment, resulting from contracts or other agreements
between the Debtor and its customers; and (ii) "proceeds" of such collateral, as
such term is defined in the Uniform Commercial Code. Receivables shall not
include any payment, or right to payment, resulting from (i) engineering
services provided by Debtor to its customers, (ii) materials purchased by
Debtor for use on Debtor's customers aircraft, or (iii) outside consultant
services for programing Debtor's CNC machines.
27. Once Strom discontinued providing contract employees to RAI, the 70% payment
terms described in paragraph 2 of the Agreement were replaced and Strom would have no
security interest in any of RAI's "Receivables" created after that date.
28. After the parties executed the Agreement, Strom provided contract employees to
RAI for several more years. Strom and RAI worked very closely together.
29. In January 2016, Wrolson instructed RAI to appoint him as the Financial Advisor
to RAI and provided RAI with a written shareholder resolution to sign. Wrolson and RAI had
worked together for many years; RAI had a special relationship of trust and confidence with
Wrolson and relied upon him to act in RAI's best interest.
30. RAI's shareholders, Jeff and Joe Robinson, executed the shareholder resolution
provided by Wrolson appointing Wrolson, as RAI's Financial Advisor. A true and correct copy
of the shareholder's resolution (hereinafter referred to as the "Financial Advisor Agreement") is
attached hereto as Exhibit B. The Financial Advisor Agreement gave Wrolson control of RAI's
ROBINSON AIRCRAFT INTERIORS, INC.'S ANSWER TO PLAINTIFF’S FIRST
AMENDED ORIGINAL PETITION, COUNTERCLAIM AND THIRD PARTY PETITION PAGE 6
bank accounts and granted him the power to make payments to RAI's vendors, including Strom.
Specifically, the Financial Advisor Agreement provided:
Joe and Jeff Robinson are appointing Dan Wrolson as Financial Advisor to RAI.
Mr. Wrolson will control all RAI bank accounts, have power to view deposit
[sic], transfer and remove funds for business purposes on behalf of RAI. He
will manage vendor payments and cash flow with the express purpose of
creating financial stability, sustainability and company value for the corporation
and its shareholders.
31. When RAI received payments from its customers, RAI and Strom, through its
owner and President, discussed the amount of the payment, and Strom, through its owner and
President instructed RAI the amount to be paid to Strom, and the amount RAI should retain to
run its business. RAI followed the Strom's instructions and submitted the payments to Strom.
32. Strom never told RAI that by following its instructions, RAI would be violating
the Agreement. If any payment was less than 70% of RAI's receivables, Strom expressly
modified the payment terms in the Agreement by instructing RAI to pay Strom such amounts.
Strom is estopped from now claiming that RAI's compliance with Wrolson's instructions is a
breach of the Agreement.
33. In August 2016, Wrolson informed Jeff and Joe Robinson that Donald Strom's
son, Jon Strom, was taking his father's place at Strom and wanted to meet with them "to get to
know them." On August 23, 2016, Jon Strom showed up at RAI's offices with his attorney to
meet with Jeff and Joe Robinson. Rather than "getting to know them," Jon Strom threatened to
fire all 89 contract employees working at RAI unless RAI, Jeff Robinson, Joe Robinson, and a
completely separate company, Aviation Consulting Experts, Inc. ("ACE") signed an
unconscionable agreement that included, among other things, "consent judgments," personal
guarantees, and a cash payment of $115,000. RAI, Jeff Robinson and Joe Robinson were taken
completely by surprise since RAI had been diligently following Strom's instructions regarding
ROBINSON AIRCRAFT INTERIORS, INC.'S ANSWER TO PLAINTIFF’S FIRST
AMENDED ORIGINAL PETITION, COUNTERCLAIM AND THIRD PARTY PETITION PAGE 7
what amounts to pay from its receivables. RAI immediately paid Strom $115,000 and began
looking for counsel. Two days later, on August 25, 2016, Strom sent a letter outlining its
unconscionable threats. On August 31, 2016, Strom fired the 89 employees working at RAI,
many of whom had worked at RAI for several years.
34. On September 1, 2016, Strom wrongfully declared RAI to be in default of the
Agreement, and on September 2, 2016, Strom filed this lawsuit. On September 1, 2016, Strom
also sent letters signed by Wrolson to RAI's customers demanding payment of all amounts owed
to RAI even though: 1) RAI did not breach the Agreement; 2) Strom does not have a security
interest in the amounts that are expressly excluded from the definition of "Receivables" under the
Agreement; and 3) Strom does not have a security interest in any "Receivables" created after
Strom stopped providing services to RAI. A true and correct copy of one of Strom's letters to
one of RAI's customers is attached hereto as Exhibit C. Specifically, Strom stated:
As you may know, the Debtor (Robinson Aviation Interiors, Inc.) pledged your
Account to secure payment of amounts owed by the Debtor to the Secured Party
(Strom Aviation, Inc.).
Pursuant to its rights under the Security Agreement and the Texas Business and
Commerce Code (including, but not limited to, Section 9.607 thereof), the
Secured Party hereby directs you to MAKE ALL PAYMENTS WITH RESPECT
TO YOUR ACCOUNT TO THE SECURED PARTY, and to make no
payments to the Debtor or any other party.
IF YOU IGNORE THE DIRECTIONS CONTAINED IN THIS LETTER AND
PAY ANY AMOUNTS OWED WITH RESPECT TO YOUR ACCOUNT TO
ANY PARTY OTHER THAN THE SECURED PARTY, IN ACCORDANCE
WITH SECTION 9.406(a) OF THE TEXAS BUSINESS AND COMMERCE
CODE, SUCH PAYMENTS MAY NOT BE APPLIED TO YOUR
OBLIGATIONS UNDER THAT ACCOUNT.
[emphasis added].
35. Strom's letters to RAI's customers have caused RAI's customers to withhold
payments of substantial sums owed to RAI for work performed by RAI. Strom's letters to RAI's
ROBINSON AIRCRAFT INTERIORS, INC.'S ANSWER TO PLAINTIFF’S FIRST
AMENDED ORIGINAL PETITION, COUNTERCLAIM AND THIRD PARTY PETITION PAGE 8
customers have damaged and continue to damage RAI's business. Strom sent misleading and
disparaging correspondence to RAI's customers to intentionally harm RAI. Despite Strom's
letters, RAI must still complete its customers' orders. In an effort to complete these orders and to
mitigate the damages caused by Strom's tortious actions, RAI hired the 89 employees that Strom
fired. But Strom is so determined to harm RAI that it sued Harbor America, for acting as the
Professional Employer Organization for these employees.
36. RAI has incurred substantial damages, and will continue to incur substantial
damages because of Strom's and Wrolson's actions described herein. In addition, RAI has been
forced to retain the undersigned counsel to defend itself in this action and pursue its claims
against Strom and Wrolson.
CAUSES OF ACTION
Breach of Contract - Strom
37. RAI reasserts and incorporates by reference the facts set forth above as if fully set
forth herein.
38. If it is determined that the Agreement, as modified by Strom, is a valid and
enforceable contract, than Strom materially breached the Agreement by, among other things: (1)
declaring RAI in default, when in fact no default had occurred; (2) sending letters to RAI's
customers asserting its interest in RAI's account receivables prior to any default of the
Agreement by RAI; (3) sending letters to RAI's customers demanding payment of all amounts
owed to RAI even though Strom does not have a security interest in all amounts owed to RAI;
(4) sending letters to RAI's customers demanding payment of all amounts owed to RAI even
though Strom does not have a security interest in any "Receivables" created after Strom stopped
providing services to RAI; (5) threatening RAI's customers if they made any payments to RAI;
(6) demanding – prior to any breach by RAI – that RAI execute an unconscionable "new"
ROBINSON AIRCRAFT INTERIORS, INC.'S ANSWER TO PLAINTIFF’S FIRST
AMENDED ORIGINAL PETITION, COUNTERCLAIM AND THIRD PARTY PETITION PAGE 9
agreement; and (7) acting in a commercially unreasonable manner. RAI has fully or
substantially performed all conditions, covenants, and promises to be performed by it under the
Agreement.
39. Strom's breaches of the Agreement caused and continue to cause RAI substantial
financial harm and it is entitled to recover its damages from Strom.
40. RAI is entitled to recover its reasonable attorneys’ fees pursuant to § 38.001 et
seq. of the Texas Civil Practice and Remedies Code.
Breach of Contract - Wrolson
41. RAI reasserts and incorporates by reference the facts set forth above as if fully set
forth herein.
42. The Financial Advisor Agreement is a valid and enforceable contract. Pursuant to
this agreement, Wrolson controlled all RAI bank accounts, had power to view deposits, transfer
and remove funds for business purposes on behalf of RAI. In addition, Wrolson agreed to
manage vendor payments (including payments to Strom), and cash flow with the express purpose
of creating financial stability, sustainability and company value for the corporation and its
shareholders. Wrolson materially breached the Financial Advisor Agreement by, among other
things: (1) instructing RAI regarding what payments to make to Strom, and then as Strom's
owner and President, sending the September 1, 2016 letter wrongfully declaring RAI to be in
default of the Agreement and (2) causing RAI to breach the Agreement, if in fact RAI is
determined to have breached the Agreement. RAI has fully or substantially performed all
conditions, covenants, and promises to be performed by RAI under the Financial Advisor
Agreement.
43. Wrolson's breaches of the Financial Advisor Agreement caused and continue to
ROBINSON AIRCRAFT INTERIORS, INC.'S ANSWER TO PLAINTIFF’S FIRST
AMENDED ORIGINAL PETITION, COUNTERCLAIM AND THIRD PARTY PETITION PAGE 10
cause RAI substantial financial harm and it is entitled to recover its damages from Wrolson.
44. RAI is entitled to recover its reasonable attorneys’ fees pursuant to § 38.001 et
seq. of the Texas Civil Practice and Remedies Code.
Promissory Estoppel - Strom
45. RAI reasserts and incorporates by reference the facts set forth above as if fully set
forth herein.
46. Alternatively or cumulatively, RAI seeks recovery against Strom based on
promissory estoppel.
47. Wrolson, owner and President of Strom, promised that Strom would not execute
its security interest on RAI's Receivables. Wrolson, owner and President of Strom, also
promised that if RAI appointed him as RAI's Financial Advisor and gave him unfettered access
to its bank accounts, and followed his instructions regarding the amount of the receivables that
should be paid to Strom, RAI would be in compliance with the Agreement.
48. RAI reasonably relied on Strom's promises to its substantial detriment, because
Strom (1) declared RAI in default of the Agreement; (2) sent letters to RAI's customers asserting
its interest in RAI's account receivables; (3) sent letters to RAI's customers demanding payment
of all amounts owed to RAI even though Strom does not have a security interest in all amounts
owed to RAI; (4) sent letters to RAI's customers demanding payment of all amounts owed to
RAI even though Strom does not have a security interest in any "Receivables" created after
Strom stopped providing services to RAI; (5) threatened RAI's customers if they make any
payments to RAI; (6) demanded that RAI execute an unconscionable "new" agreement; and (7)
acted in a commercially unreasonable manner. It was foreseeable to Strom that RAI would rely
on its promises. Injustice can be avoided only by enforcing Strom's promises to RAI.
ROBINSON AIRCRAFT INTERIORS, INC.'S ANSWER TO PLAINTIFF’S FIRST
AMENDED ORIGINAL PETITION, COUNTERCLAIM AND THIRD PARTY PETITION PAGE 11
49. RAI was damaged by its reliance on Strom's promise and is entitled to recover its
damages from Strom. RAI is also entitled to recover reasonable attorneys’ fees against Strom.
Tortious Interference with Contracts - Strom and Wrolson
50. RAI reasserts and incorporates by reference the facts set forth above as if fully set
forth herein.
51. RAI has contracts with its customers which it has developed over many years.
Strom and Wrolson are and have been aware of RAI's contracts with its customers.
52. Strom and Wrolson willfully, intentionally, and maliciously interfered (and
continue to interfere) with these contracts by, among other things, (1) sending letters to RAI's
customers asserting an interest in RAI's account receivables prior to any default of the
Agreement by RAI; (2) sending letters to RAI's customers demanding payment of all amounts
owed to RAI even though Strom does not have a security interest in all amounts owed to RAI;
(3) sending letters to RAI's customers demanding payment of all amounts owed to RAI even
though Strom does not have a security interest in any "Receivables" created after Strom stopped
providing services to RAI; and (4) threatening RAI's customers if they make any payments to
RAI.
53. Strom and Wrolson's actions have proximately caused and continue to cause RAI
substantial financial harm and RAI is entitled to recover its damages from Strom and Wrolson.
54. Because Strom and Wrolson have acted intentionally, willfully and maliciously in
tortiously interfering with RAI's contracts with its customers, RAI is entitled to recover
exemplary damages.
Breach of Fiduciary Duty - Wrolson
55. RAI reasserts and incorporates by reference the facts set forth above as if fully set
ROBINSON AIRCRAFT INTERIORS, INC.'S ANSWER TO PLAINTIFF’S FIRST
AMENDED ORIGINAL PETITION, COUNTERCLAIM AND THIRD PARTY PETITION PAGE 12
forth herein.
56. Wrolson agreed to be RAI's Financial Advisor beginning in 2016 pursuant to the
Financial Advisor Agreement. Wrolson has a formal and/or informal fiduciary relationship with
RAI. RAI placed special confidence and trust in Wrolson, who in equity and good conscience,
was bound to act in good faith and with due regard for the interests of RAI.
57. Wrolson breached his fiduciary duties to RAI by, among other things: (1)
instructing RAI regarding what payments to make to Strom under the Agreement, and then as
Strom's owner and President, sending the September 1, 2016 letter wrongfully declaring RAI in
default of the Agreement; (2) sending letters to RAI's customers demanding payment of all
amounts owed to RAI; (3) causing RAI to breach the Agreement – if in fact such a breach
occurred; (4) failing to act in good faith; (5) failing to refrain from self-dealing; (6) breaching his
duty of loyalty to RAI; (7) failing to disclose critical information to RAI; and (8) placing his own
interests above the interests of RAI.
58. Wrolson's breaches of his fiduciary duties to RAI caused and continue to cause
substantial injury to RAI. Wrolson's breaches of his fiduciary duties to RAI also benefited
Wrolson and his company, Strom. RAI is entitled to recover its damages from Wrolson.
59. Wrolson committed the breaches of his fiduciary duties to RAI intentionally,
fraudulently, maliciously, and/or with gross negligence, and, accordingly, RAI is entitled to
recover exemplary damages from Wrolson.
Aiding and Abetting Breach of Fiduciary Duty - Strom
60. RAI reasserts and incorporates by reference the facts set forth above as if fully set
forth herein.
61. Strom was aware of Wrolson's fiduciary relationship with RAI. Strom knowingly
ROBINSON AIRCRAFT INTERIORS, INC.'S ANSWER TO PLAINTIFF’S FIRST
AMENDED ORIGINAL PETITION, COUNTERCLAIM AND THIRD PARTY PETITION PAGE 13
induced Wrolson to breach his fiduciary duties, and/or participated in Wrolson's breaches of his
fiduciary duties to RAI.
62. As a result of Strom's aiding and abetting Wrolson's breaches of his fiduciary
duties, RAI has been injured and continues to be injured and is entitled to recover its damages
from Strom. Because Strom acted fraudulently, maliciously, and/or with gross negligence in
aiding and abetting Wrolson's breaches of his fiduciary duties, RAI is entitled to recover
exemplary damages from Strom.
Civil Conspiracy – Strom and Wrolson
63. RAI reasserts and incorporates by reference the facts set forth above as if fully set
forth herein.
64. Strom and Wrolson participated in a conspiracy to, among other things, (1)
tortiously interfere with RAI's customer relationships; (2) destroy RAI's business; and (3) cause
RAI to breach the Agreement, if in fact RAI is determined to have breached the Agreement.
Strom and Wrolson are members of a combination of two or more people or entities. The object
of the combination was to accomplish an unlawful purpose. Strom and Wrolson had a meeting
of the minds on the object or course of action, and one or both of them committed an unlawful,
over act to further the object or course of action.
65. Due to the Storm's and Wrolson's actions, RAI has suffered damages and will
continue to suffer damages. Because Strom's and Wrolson's actions were intentional and done
with malice, RAI also seeks exemplary damages.
Declaratory Relief – Strom
66. RAI reasserts and incorporates by reference the facts set forth above as if fully set
forth herein.
ROBINSON AIRCRAFT INTERIORS, INC.'S ANSWER TO PLAINTIFF’S FIRST
AMENDED ORIGINAL PETITION, COUNTERCLAIM AND THIRD PARTY PETITION PAGE 14
67. RAI seeks declaratory relief under the Uniform Declaratory Judgment Act set
forth in Chapter 37 of the Texas Civil Practice and Remedies Code. Specifically, RAI seeks a
declaration from the Court that:
a. RAI did not breach the Agreement; and
b. Strom does not have a security interest in any of RAI's Receivables
created after Strom stopped providing services to RAI on August 31,
2016.
68. RAI is entitled to recover its reasonable attorneys’ fees pursuant to § 37.009 of
the Texas Civil Practice and Remedies Code.
Jury Demand
69. Defendant hereby requests that this case be tried before a jury.
Prayer for Relief
70. WHEREFORE, PREMISES CONSIDERED, Defendant respectfully requests:
a. That Strom take nothing by its Petition;
b. That RAI recover actual damages, benefit-of-the-bargain damages, lost
profits, and consequential damages;
c. That RAI recover an award of exemplary damages;
d. That RAI recover reasonable and necessary attorneys’ fees incurred in
connection with this matter, prejudgment and post-judgment interest, and
costs; and
e. Such other and further relief in law and in equity which the court may
deem appropriate.
ROBINSON AIRCRAFT INTERIORS, INC.'S ANSWER TO PLAINTIFF’S FIRST
AMENDED ORIGINAL PETITION, COUNTERCLAIM AND THIRD PARTY PETITION PAGE 15
Respectfully submitted,
GODWIN BOWMAN & MARTINEZ PC
By: /s/ Carolyn R. Raines
Carolyn Raines
State Bar No. 00787852
Carolyn.Raines@GodwinLaw.com
Jenny L. Martinez
State Bar No. 24013109
Jenny.Martinez@GodwinLaw.com
Renaissance Tower
1201 Elm, Suite 1700
Dallas, Texas 75270-2084
(214) 939-4400 Telephone
(214) 760-7332 Facsimile
ATTORNEYS FOR DEFENDANT
ROBINSON AIRCRAFT INTERIORS,
INC.
CERTIFICATE OF SERVICE
The undersigned hereby certifies that a true and correct copy of the above and foregoing
document was served as indicated below upon the following counsel of record on October 24,
2016, as follows:
VIA ELECTRONIC SERVICE:
Thomas E. Kurth
Debra McComas
Haynes & Boone, L.L.P.
2323 Victory Avenue, Suite 700
Dallas, Texas 75219
John R. Gavin
Lewis & Backhaus, P.C.
5501 LBJ Freeway, Suite 800
Dallas, Texas 75240
/s/ Carolyn R. Raines
Carolyn R. Raines
ROBINSON AIRCRAFT INTERIORS, INC.'S ANSWER TO PLAINTIFF’S FIRST
AMENDED ORIGINAL PETITION, COUNTERCLAIM AND THIRD PARTY PETITION PAGE 16
VERIFICATION
THE STATE OF TEXAS §
§
COUNTY OF DALLAS §
BEFORE ME, the undersigned Notary Public, on this day personally appeared Joe
Robinson, Vice President of Robinson Aircrail Interiors, Inc., known to me to be the person
whose name is subscribed below, who being by me duly sworn on his oath deposes and states
that he has reviewed Defendant Robinson Aircraft Interiors, lnc.'s Answer to Plaintiffs First
Amended Original Petition, Counterclaim and Third Party Petition and that every statement
contained in Paragraph 2 is true and correct and within his personal knowledge.
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~ SUBSCRIBED AND SWORN TO BEFORE ME bySo-tf f_e,vrle~o. on this
~ day of October, 2016.
No.§lb~~OiTexas
My Commission Expires:
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SECURITY AGREEMENT
Robinson Aircraft Interiors, Inc., a Texas corporation, ("Debtor"), and Strom Aviation, Inc.,
a Florida corporation, ("Secured Party''), enter into this security agreement (the "Agreement") as of
September 25,2012, and agree as follows:
1. Creation of Security Interest
Debtor grants to Secured Party a security interest in and to Debtor's Receivables to secure
performance and payment of all obligations and indebtedness of Debtor to Secured Party of
whatever kind and whenever or however created or incurred, including, but not limited to, the debt
owed by Debtor to Secured Party for any and all contract labor services provided by Secured Party
to Debtor before and after the execution of this Agreement. "Receivables," as such term is used
herein, shall mean the Debtor's existing or future right, title, and interest to: (i) any payment, or
right to payment, resulting from contracts or other agreements between the Debtor and its
customers; and (ii) "proceeds" of such collateral, as such term is defined in the Uniform
Commercial Code. Receivables shall not include any payment, or right to payment, resulting from
(i) engineering services provided by Debtor to its customers, (ii) materials purchased by Debtor for
use on Debtor's customers aircraft, or (iii) outside consultant services for programing Debtor's CNC
machines.
2. Payment Obligations of Debtor
(a) Debtor shall pay to Secured Party the amount due for past contract labor services
provided by Secured Party to Debtor, which amount Debtor agi'ees is $4,020,000.00 as of the date
of this Agreement, as well as any amount that may become due for contract labor services provided
by Secured Party to Debtor after the execution of this Agreement. The amount due fur services
hereinafter provided by Secured Party to Debtor shall be conclusively established by the weekly
invoices provided by Secured Party to Debtor, which invoices will be based upon the report
provided by Debtor to S~ured Party each week detailing the hours and rates of the contract labor
employees utilized by Debtor during the preceding week.
(b) Debtor agrees to make regular payments to Secured Party in an amom1t not less than
seventy percent (70%) of the proceeds of all payments Debtor receives on the Receivables, whether
in the form of cash or negotiable instruments, uutil such time as Secured Party notifies Debtor that
Debtor's outstanding obligations are within the agreed 30-day net payment terms fur Secured
Party's serVices. Any amounts collected on the Debtor's receivables shall be held in trust by Debtur
for Secured Party and promptly paid over to Secured Party (in no event more than one week after
receipt by Debtor) pursuant to the terms of tins Agreement for application against Debtor's
indebtedness to Secured Party.
3. Obligations of Secured Party
(a) Secured Party agrees to release its security interest in the Receivables once Debtor's
outstanding obligations are within the ordinary, agreed-upon.30-day net payment terms.
A
(b) Secured Patiy further agrees to replace the 70% payment terms in this agreement to
l'egular payment terms in the event that Secured Patiy discontinues providing services to Debtor,
tmless such discontinuance is due to Debtor's nonpetformance under this Agreement or any of
Debtor's other obligations to Secured Party.
4. Debtor's Representations, Warranties, and Agreements
Debtor hereby represents, wat-rants and agrees as follows:
(a) The Receivables at'e not subject to any prior assignment, claim, lien, or security
interest, other than any security interest previously granted to Debtor's secured lender;
(b) The Receivables at'e not subject to setoff, counterclaim, defense, allowance, or
adjustment other than discounts for prompt payment shown on the invoice, or sul!ject to
dispute, objection, or complaint by the account debtor concerning tlieir liability on the
account, and any goods, the sale of which gave rise to the account, have not been returned,
rejected, lost, or dsmaged;
(c) The Receivables arose in the ordinary course of Debtor's business, and no notice of
bankruptcy or insolvency of account debtor has been received by Debtor;
(d) Debtor shail maintain complete and accurate books and records covering the
Receivables a11d Debtor shall make available to Secured Party, on a weekly basis, all
accounting records necessary to verify the amounts received by Debtor on the Receivables,
which records shall be true and correct;
(e) Debtor agrees that Secured Party may file a financing statement with the Secretary
of State of the State of Texas evidencing and perfecting Secured Party's security interest in
the Receivables; at1d
(f) Debtor is authorized to enter into this Agreement and Debtor has taken appropriate
measures, including, but not limited to, the passing of a board resolution specifically
authorizing Debtor's execution of this Agreement and Debtor's grant of the security interest
granted to Secured Party herein.
5. Successors aud Assigns
The terms and provisions of this Agreement shall be binding upon, at1d inure to the benefit
of, Debtor, Secured Party at1d their respective successors a11d assigns.
6. Governing Law
This agreement shall be interpreted in accordance with the laws or the State of Texas in
force at the date of this agreement.
IN WI1NESS WHEREOF, the parties hereto have executed this Agreement as of the date
flrst written above.
DEBTOR:
ROBINSON AIRCRAFT INTERIORS, INC.
~~~~~~~~--~~~7~~
By: Jeff Robinson, President
-and-
.~~;:....->--~- 7-~?-1.!:
By: Joe Robinson, Vice President
SECURED PARTY:
7l:Oi!JJL'NC
By: Dan Wrolson, President
9-27-}7_
Shareholders Resolution
The Officers, Directors and Shareholders of Robinson Aircraft Interiors, Inc. (RAI) Jeff Robinson and Joe
Robinson resolve to make the following agreement with Dan Wrolson:
Joe and Jeff Robinson are appointing Dan Wrolson as Financial Advisor to RAI. Mr. Wrolson will control all
RAI bank accounts, have power to view deposit, transfer and remove funds for business purposes on
behalf of RAI. He will manage vendor payments and cash flow with the express purpose of creating
financial stability, sustainability and company value for the corporation and its shareholders.
RAI will pay Joe Robinson and Jeff Robinson $12,000 per week (each) and will make provisions for
quarterly tax estimate disbursements. There will be no other cash dividends or disbursements during the
term th is agreement without a unanimous agreement of the Shareholders and the Financial Advisor. The
Shareholders will have visibility into all bank accounts, but will relinquish their ability to withdraw funds
from any of the bank accounts. The Shareholders will continue to have access to all financial and
accounting records and to run RAI as a business.
Should this agreement be violated or terminated the Security Agreement between Strom Aviation and
Robinson Aircraft Interiors will remain active and in place.
Once all of the RAI vendors are paid to contractual terms t his agreement will automatically terminate
unless the Shareholders and the Financial Advisor agree to extend it.
Jeff Robinson Dan Wrolson
President Vice President Financial Advi sor
B
STROM AVIATION, INC.
109 S. ELM STREET
WACONIA, MN 55387
September I, 20 16
VIA CERTIFIED MAIL
RE: Your account receivable ("Accounf') owing to Robinson Aircraft Interiors,
Inc., a Texas corporation ("Debtor'); Security Agreement (herein so
called) dated September 25,2012, executed by Debtor and Strom Aviation,
Inc., a Florida corporation ("Secured Party")
Gentlemen/Ladies:
As you may know, the Debtor (Robinson Aviation Interiors, Inc.) pledged your Account to
secure payment of amounts owed by the Debtor to the Secured Party (Strom Aviation,
Inc.).
Pursuant to its rights under the Security Agreement and the Texas Business and Commerce
Code (including, but not limited to, Section 9.607 thereof), the Secured Party hereby directs
you to MAKE ALL PAYMENTS WITH RESPECT TO YOUR ACCOUNT TO THE SECURED
PARTY, and to make no payments to the Debtor or any other party.
IF YOU IGNORE THE DIRECTIONS CONTAINED lN THIS LETTER AND PAY ANY AMOUNTS
OWED WITH RESPECT TO YOUR ACCOUNT TO ANY PARTY OTHER THAN T HE SECURED
PARTV, IN ACCORDANCE W1TH SECTION 9.406(a) OF THE TEXAS BUSINESS AND
COMMERCE CODE, SUCU PAYMENTS MAY NOT BE APPLIED TO VOUR OBL.IGATIONS
UNDER THAT ACCOUNT.
Payments made with respect to your Account should be made to Secured Party, Strom
Aviation, Inc., at 109 S. Elm Street, Waconia, MN 5538'7 .
If you have any questions regarding this matter, please contact me at 612-817-0596.
Very truly yours,
Account Debtor Notification
7346985-1
C
Preview
FILED DALLAS COUNTY 10/24/2016 10:01:32 AM FELICIA PITRE DISTRICT CLERK CAUSE NO. DC-16-11118 STROM AVIATION, INC., § IN THE DISTRICT COURT OF § Plaintiff § § v. § § JEFFREY WAYNE ROBINSON, § JOE WAYNE ROBINSON, HARBOR § AMERICA, INC. AND AVIATION § CONSULTING EXPERTS, INC. § § DALLAS COUNTY, TEXAS Defendants § § ROBINSON AIRCRAFT INTERIORS, § INC., § § Defendant and Third Party Plaintiff § § v. § § DANIEL G. WROLSON § § Third Party Defendant § 95th JUDICIAL DISTRICT DEFENDANT ROBINSON AIRCRAFT INTERIORS, INC.'S ANSWER TO PLAINTIFF’S FIRST AMENDED ORIGINAL PETITION, COUNTERCLAIM AND THIRD PARTY PETITION TO THE HONORABLE COURT: Defendant Robinson Aircraft Interiors Inc. ("RAI") files its Answer to Plaintiff’s First Amended Original Petition (the “Petition”), Counterclaim and Third Party Petition and states as follows. I. GENERAL DENIAL 1. As authorized by Rule 92 of the Texas Rules of Civil Procedure, Defendant denies each and every, all and singular, the material allegations contained in the Petition or any amended or supplemental petitions, and demands strict proof at the time of trial in accordance ROBINSON AIRCRAFT INTERIORS, INC.'S ANSWER TO PLAINTIFF’S FIRST AMENDED ORIGINAL PETITION, COUNTERCLAIM AND THIRD PARTY PETITION PAGE 1 with the Texas Rules of Civil Procedure. II. VERIFIED PLEAS 2. Defendant specifically denies that the amounts alleged in the Petition are correct, due or owed. The amounts alleged do not include all just and lawful offsets, payments and credits. III. AFFIRMATIVE DEFENSES Without conceding that the following are in fact affirmative defenses or that Defendant has the burden of proof on the following, Defendant pleads more specifically as follows: 3. Plaintiff’s claims are barred in whole or in part by the doctrines of waiver, estoppel, and/or ratification. 4. Plaintiff’s claims are barred in whole or in part by the doctrine of unclean hands. 5. Plaintiff’s claims are barred in whole or in part because Plaintiff failed to mitigate any damages it allegedly has incurred. 6. Plaintiff’s claims are barred, in whole or part, by set-off. 7. Plaintiff’s claims are barred in whole or in part by the doctrine of laches. 8. Plaintiff’s claims are barred, in whole or in part, because Plaintiff’s damages, if any, were caused, in whole or in part, by the acts or omissions of others, for whom Defendant is not responsible. 9. Plaintiff’s claims are barred, in whole or in part, because the actions or omissions of persons, other than Defendant were intervening or supervening causes of Plaintiff’s damages, if any. 10. Plaintiff’s claims are barred, in whole or in part, because other parties or unnamed third-parties are the sole proximate cause of Plaintiff’s damages, if any. 11. Plaintiff’s claims are barred, in whole or in part, because Plaintiff's own acts or ROBINSON AIRCRAFT INTERIORS, INC.'S ANSWER TO PLAINTIFF’S FIRST AMENDED ORIGINAL PETITION, COUNTERCLAIM AND THIRD PARTY PETITION PAGE 2 omissions caused or contributed to Plaintiff’s damages, if any. 12. Plaintiff’s claims are barred, in whole or in part, by the doctrines of legal justification and/or privilege. IV. COUNTERCLAIM AND THIRD PARTY PETITION PARTIES 13. Strom Aviation, Inc. ("Strom") is a Florida corporation with its principal place of business in Waconia, Minnesota. Strom has appeared in this case. 14. Daniel G. Wrolson ("Wrolson") is an individual residing at 300 Lloyd Circle, Colleyville, TX 76034, Tarrant County, Texas. Issuance of citation is requested at this time so a private process server may personally serve Wrolson with process. 15. RAI is a Texas corporation with its principal place of business in Dallas County, Texas. DISCOVERY CONTROL PLAN 16. It is appropriate that discovery in this matter be conducted pursuant to Texas Rule of Civil Procedure 190.3, under Discovery Control Plan-Level 2. SUBJECT MATTER JURISDICTION AND VENUE 17. This Court has subject matter jurisdiction over this controversy because the damages requested are within the jurisdictional limits of this Court. 18. Venue of this action is proper in Dallas County, Texas, pursuant to Texas Civil Practice & Remedies Code § 15.002, because all or a substantial part of the events or omissions giving rise to RAI's claims occurred in Dallas County, Texas. 19. Pursuant to Rule 47 of the Texas Rules of Civil Procedure, RAI seeks monetary relief over $1,000,000, plus attorneys' fees, costs, expenses, pre-judgment and post-judgment interest, and non-monetary relief. ROBINSON AIRCRAFT INTERIORS, INC.'S ANSWER TO PLAINTIFF’S FIRST AMENDED ORIGINAL PETITION, COUNTERCLAIM AND THIRD PARTY PETITION PAGE 3 20. This counterclaim and third party petition is not being filed pursuant to Rule 169 of the Texas Rules of Civil Procedure. FACTS 21. RAI is an aircraft interior fabrication and refurbishment company that has been in business since 2004. RAI manufactures interior monuments, upholsters complete interiors, and fabricates structural/decorative interior sheet metal and machined components. RAI's interior products are designed and custom built for each individual client. Jeff Robinson and Joe Robinson own RAI. 22. Strom is a staffing company that provides contract employees to companies in the aviation industry. Wrolson is Strom's President and 50% owner. Wrolson runs the day-to-day operations of Strom. Jon Strom and/or his father Donald Strom own the other 50% of Strom. 23. From approximately the fall of 2010 until August 31, 2016, Strom provided contract employees to RAI. Many of these employees worked for RAI for several years. 24. In 2012, Wrolson informed RAI that Strom was changing banks, and its new bank wanted Strom to have a security interest in RAI's receivables. Wrolson presented the Security Agreement to Jeff and Joe Robinson. Having worked very closely with Jeff and Joe Robinson for several years, Wrolson knew that RAI was not represented by counsel. Wrolson represented to RAI that Strom would not interfere with RAI's customer accounts and would not execute on any security interest. Wrolson further represented that Security Agreement would not apply if Strom stopped providing contract employees to RAI. On or about September 27, 2012, in reliance upon Strom's representations, RAI executed the Security Agreement (the "Agreement"), which is attached hereto as Exhibit A. In the Agreement, Strom is referred to as Secured Party and RAI is referred to as Debtor. Specifically, the Agreement provides the following: 25. In 2012, Wrolson asked RAI to execute a Security Agreement. Wrolson ROBINSON AIRCRAFT INTERIORS, INC.'S ANSWER TO PLAINTIFF’S FIRST AMENDED ORIGINAL PETITION, COUNTERCLAIM AND THIRD PARTY PETITION PAGE 4 represented to RAI that Strom was changing banks, and its new bank wanted Strom to have a security interest in RAI's receivables. On or about September 27, 2012, RAI executed the Security Agreement (the "Agreement"), which is attached hereto as Exhibit A. In the Agreement, Strom is referred to as Secured Party and RAI is referred to as Debtor. Specifically, the Agreement provides the following: 2. Payment Obligations of Debtor (a) Debtor shall pay to Secured Party the amount due for past contract labor services provided by Secured Party to Debtor, which amount Debtor agrees is $4,020,000.00 as of the date of this Agreement, as well as any amount that may become due for contract labor services provided by Secured Party to Debtor after the execution of this Agreement. The amount due for services hereinafter provided by Secured Party to Debtor shall be conclusively established by the weekly invoices provided by Secured Party to Debtor, which invoices will be based upon the report provided by Debtor to Secured Party each week detailing the hours and rates of the contract labor employees utilized by Debtor during the preceding week. (b) Debtor agrees to make regular payments to Secured Party in an amount not less than seventy percent (70%) of the proceeds of all payments Debtor receives on the Receivables, whether in the form of cash or negotiable instruments, until such time as Secured Party notifies Debtor that Debtor's outstanding obligations are within the agreed 30-day net payment terms for Secured Party's services. Any amounts collected on the Debtor's receivables shall be held in trust by Debtor for Secured Party and promptly paid over to Secured Party (in no event more than one week after receipt by Debtor) pursuant to the terms of this Agreement for application against Debtor's indebtedness to Secured Party. 3. Obligations of Secured Party (a) Secured Party agrees to release its security interest in the Receivables once Debtor's outstanding obligations are within the ordinary, agreed-upon 30- day net payment terms. (b) Secured Party further agrees to replace the 70% payment terms in this agreement to regular payment terms in the event that Secured Party discontinues providing services to Debtor, unless such discontinuance is due to nonperformance under this Agreement or any of Debtor's other obligations to Secured Party. 26. The payment terms under the Security Agreement replaced any existing payment ROBINSON AIRCRAFT INTERIORS, INC.'S ANSWER TO PLAINTIFF’S FIRST AMENDED ORIGINAL PETITION, COUNTERCLAIM AND THIRD PARTY PETITION PAGE 5 terms between the parties and RAI and granted a security interest in RAI's "Receivables," while Strom was providing contract employees to RAI. Specifically, the Agreement provides: 1. Creation of Security Interest Debtor grants to Secured Party a security interest in and to Debtor's Receivables to secure performance and payment of all obligations and indebtedness of Debtor to Secured Party of whatever kind and whenever or however created or incurred, including, but not limited to, the debt owed by Debtor to Secured Party for any and all contract labor services provided by Secured Party to Debtor before and after the execution of this Agreement. "Receivables," as such term is used herein, shall mean the Debtor's existing or future right, title, and interest to: (i) any payment, or right to payment, resulting from contracts or other agreements between the Debtor and its customers; and (ii) "proceeds" of such collateral, as such term is defined in the Uniform Commercial Code. Receivables shall not include any payment, or right to payment, resulting from (i) engineering services provided by Debtor to its customers, (ii) materials purchased by Debtor for use on Debtor's customers aircraft, or (iii) outside consultant services for programing Debtor's CNC machines. 27. Once Strom discontinued providing contract employees to RAI, the 70% payment terms described in paragraph 2 of the Agreement were replaced and Strom would have no security interest in any of RAI's "Receivables" created after that date. 28. After the parties executed the Agreement, Strom provided contract employees to RAI for several more years. Strom and RAI worked very closely together. 29. In January 2016, Wrolson instructed RAI to appoint him as the Financial Advisor to RAI and provided RAI with a written shareholder resolution to sign. Wrolson and RAI had worked together for many years; RAI had a special relationship of trust and confidence with Wrolson and relied upon him to act in RAI's best interest. 30. RAI's shareholders, Jeff and Joe Robinson, executed the shareholder resolution provided by Wrolson appointing Wrolson, as RAI's Financial Advisor. A true and correct copy of the shareholder's resolution (hereinafter referred to as the "Financial Advisor Agreement") is attached hereto as Exhibit B. The Financial Advisor Agreement gave Wrolson control of RAI's ROBINSON AIRCRAFT INTERIORS, INC.'S ANSWER TO PLAINTIFF’S FIRST AMENDED ORIGINAL PETITION, COUNTERCLAIM AND THIRD PARTY PETITION PAGE 6 bank accounts and granted him the power to make payments to RAI's vendors, including Strom. Specifically, the Financial Advisor Agreement provided: Joe and Jeff Robinson are appointing Dan Wrolson as Financial Advisor to RAI. Mr. Wrolson will control all RAI bank accounts, have power to view deposit [sic], transfer and remove funds for business purposes on behalf of RAI. He will manage vendor payments and cash flow with the express purpose of creating financial stability, sustainability and company value for the corporation and its shareholders. 31. When RAI received payments from its customers, RAI and Strom, through its owner and President, discussed the amount of the payment, and Strom, through its owner and President instructed RAI the amount to be paid to Strom, and the amount RAI should retain to run its business. RAI followed the Strom's instructions and submitted the payments to Strom. 32. Strom never told RAI that by following its instructions, RAI would be violating the Agreement. If any payment was less than 70% of RAI's receivables, Strom expressly modified the payment terms in the Agreement by instructing RAI to pay Strom such amounts. Strom is estopped from now claiming that RAI's compliance with Wrolson's instructions is a breach of the Agreement. 33. In August 2016, Wrolson informed Jeff and Joe Robinson that Donald Strom's son, Jon Strom, was taking his father's place at Strom and wanted to meet with them "to get to know them." On August 23, 2016, Jon Strom showed up at RAI's offices with his attorney to meet with Jeff and Joe Robinson. Rather than "getting to know them," Jon Strom threatened to fire all 89 contract employees working at RAI unless RAI, Jeff Robinson, Joe Robinson, and a completely separate company, Aviation Consulting Experts, Inc. ("ACE") signed an unconscionable agreement that included, among other things, "consent judgments," personal guarantees, and a cash payment of $115,000. RAI, Jeff Robinson and Joe Robinson were taken completely by surprise since RAI had been diligently following Strom's instructions regarding ROBINSON AIRCRAFT INTERIORS, INC.'S ANSWER TO PLAINTIFF’S FIRST AMENDED ORIGINAL PETITION, COUNTERCLAIM AND THIRD PARTY PETITION PAGE 7 what amounts to pay from its receivables. RAI immediately paid Strom $115,000 and began looking for counsel. Two days later, on August 25, 2016, Strom sent a letter outlining its unconscionable threats. On August 31, 2016, Strom fired the 89 employees working at RAI, many of whom had worked at RAI for several years. 34. On September 1, 2016, Strom wrongfully declared RAI to be in default of the Agreement, and on September 2, 2016, Strom filed this lawsuit. On September 1, 2016, Strom also sent letters signed by Wrolson to RAI's customers demanding payment of all amounts owed to RAI even though: 1) RAI did not breach the Agreement; 2) Strom does not have a security interest in the amounts that are expressly excluded from the definition of "Receivables" under the Agreement; and 3) Strom does not have a security interest in any "Receivables" created after Strom stopped providing services to RAI. A true and correct copy of one of Strom's letters to one of RAI's customers is attached hereto as Exhibit C. Specifically, Strom stated: As you may know, the Debtor (Robinson Aviation Interiors, Inc.) pledged your Account to secure payment of amounts owed by the Debtor to the Secured Party (Strom Aviation, Inc.). Pursuant to its rights under the Security Agreement and the Texas Business and Commerce Code (including, but not limited to, Section 9.607 thereof), the Secured Party hereby directs you to MAKE ALL PAYMENTS WITH RESPECT TO YOUR ACCOUNT TO THE SECURED PARTY, and to make no payments to the Debtor or any other party. IF YOU IGNORE THE DIRECTIONS CONTAINED IN THIS LETTER AND PAY ANY AMOUNTS OWED WITH RESPECT TO YOUR ACCOUNT TO ANY PARTY OTHER THAN THE SECURED PARTY, IN ACCORDANCE WITH SECTION 9.406(a) OF THE TEXAS BUSINESS AND COMMERCE CODE, SUCH PAYMENTS MAY NOT BE APPLIED TO YOUR OBLIGATIONS UNDER THAT ACCOUNT. [emphasis added]. 35. Strom's letters to RAI's customers have caused RAI's customers to withhold payments of substantial sums owed to RAI for work performed by RAI. Strom's letters to RAI's ROBINSON AIRCRAFT INTERIORS, INC.'S ANSWER TO PLAINTIFF’S FIRST AMENDED ORIGINAL PETITION, COUNTERCLAIM AND THIRD PARTY PETITION PAGE 8 customers have damaged and continue to damage RAI's business. Strom sent misleading and disparaging correspondence to RAI's customers to intentionally harm RAI. Despite Strom's letters, RAI must still complete its customers' orders. In an effort to complete these orders and to mitigate the damages caused by Strom's tortious actions, RAI hired the 89 employees that Strom fired. But Strom is so determined to harm RAI that it sued Harbor America, for acting as the Professional Employer Organization for these employees. 36. RAI has incurred substantial damages, and will continue to incur substantial damages because of Strom's and Wrolson's actions described herein. In addition, RAI has been forced to retain the undersigned counsel to defend itself in this action and pursue its claims against Strom and Wrolson. CAUSES OF ACTION Breach of Contract - Strom 37. RAI reasserts and incorporates by reference the facts set forth above as if fully set forth herein. 38. If it is determined that the Agreement, as modified by Strom, is a valid and enforceable contract, than Strom materially breached the Agreement by, among other things: (1) declaring RAI in default, when in fact no default had occurred; (2) sending letters to RAI's customers asserting its interest in RAI's account receivables prior to any default of the Agreement by RAI; (3) sending letters to RAI's customers demanding payment of all amounts owed to RAI even though Strom does not have a security interest in all amounts owed to RAI; (4) sending letters to RAI's customers demanding payment of all amounts owed to RAI even though Strom does not have a security interest in any "Receivables" created after Strom stopped providing services to RAI; (5) threatening RAI's customers if they made any payments to RAI; (6) demanding – prior to any breach by RAI – that RAI execute an unconscionable "new" ROBINSON AIRCRAFT INTERIORS, INC.'S ANSWER TO PLAINTIFF’S FIRST AMENDED ORIGINAL PETITION, COUNTERCLAIM AND THIRD PARTY PETITION PAGE 9 agreement; and (7) acting in a commercially unreasonable manner. RAI has fully or substantially performed all conditions, covenants, and promises to be performed by it under the Agreement. 39. Strom's breaches of the Agreement caused and continue to cause RAI substantial financial harm and it is entitled to recover its damages from Strom. 40. RAI is entitled to recover its reasonable attorneys’ fees pursuant to § 38.001 et seq. of the Texas Civil Practice and Remedies Code. Breach of Contract - Wrolson 41. RAI reasserts and incorporates by reference the facts set forth above as if fully set forth herein. 42. The Financial Advisor Agreement is a valid and enforceable contract. Pursuant to this agreement, Wrolson controlled all RAI bank accounts, had power to view deposits, transfer and remove funds for business purposes on behalf of RAI. In addition, Wrolson agreed to manage vendor payments (including payments to Strom), and cash flow with the express purpose of creating financial stability, sustainability and company value for the corporation and its shareholders. Wrolson materially breached the Financial Advisor Agreement by, among other things: (1) instructing RAI regarding what payments to make to Strom, and then as Strom's owner and President, sending the September 1, 2016 letter wrongfully declaring RAI to be in default of the Agreement and (2) causing RAI to breach the Agreement, if in fact RAI is determined to have breached the Agreement. RAI has fully or substantially performed all conditions, covenants, and promises to be performed by RAI under the Financial Advisor Agreement. 43. Wrolson's breaches of the Financial Advisor Agreement caused and continue to ROBINSON AIRCRAFT INTERIORS, INC.'S ANSWER TO PLAINTIFF’S FIRST AMENDED ORIGINAL PETITION, COUNTERCLAIM AND THIRD PARTY PETITION PAGE 10 cause RAI substantial financial harm and it is entitled to recover its damages from Wrolson. 44. RAI is entitled to recover its reasonable attorneys’ fees pursuant to § 38.001 et seq. of the Texas Civil Practice and Remedies Code. Promissory Estoppel - Strom 45. RAI reasserts and incorporates by reference the facts set forth above as if fully set forth herein. 46. Alternatively or cumulatively, RAI seeks recovery against Strom based on promissory estoppel. 47. Wrolson, owner and President of Strom, promised that Strom would not execute its security interest on RAI's Receivables. Wrolson, owner and President of Strom, also promised that if RAI appointed him as RAI's Financial Advisor and gave him unfettered access to its bank accounts, and followed his instructions regarding the amount of the receivables that should be paid to Strom, RAI would be in compliance with the Agreement. 48. RAI reasonably relied on Strom's promises to its substantial detriment, because Strom (1) declared RAI in default of the Agreement; (2) sent letters to RAI's customers asserting its interest in RAI's account receivables; (3) sent letters to RAI's customers demanding payment of all amounts owed to RAI even though Strom does not have a security interest in all amounts owed to RAI; (4) sent letters to RAI's customers demanding payment of all amounts owed to RAI even though Strom does not have a security interest in any "Receivables" created after Strom stopped providing services to RAI; (5) threatened RAI's customers if they make any payments to RAI; (6) demanded that RAI execute an unconscionable "new" agreement; and (7) acted in a commercially unreasonable manner. It was foreseeable to Strom that RAI would rely on its promises. Injustice can be avoided only by enforcing Strom's promises to RAI. ROBINSON AIRCRAFT INTERIORS, INC.'S ANSWER TO PLAINTIFF’S FIRST AMENDED ORIGINAL PETITION, COUNTERCLAIM AND THIRD PARTY PETITION PAGE 11 49. RAI was damaged by its reliance on Strom's promise and is entitled to recover its damages from Strom. RAI is also entitled to recover reasonable attorneys’ fees against Strom. Tortious Interference with Contracts - Strom and Wrolson 50. RAI reasserts and incorporates by reference the facts set forth above as if fully set forth herein. 51. RAI has contracts with its customers which it has developed over many years. Strom and Wrolson are and have been aware of RAI's contracts with its customers. 52. Strom and Wrolson willfully, intentionally, and maliciously interfered (and continue to interfere) with these contracts by, among other things, (1) sending letters to RAI's customers asserting an interest in RAI's account receivables prior to any default of the Agreement by RAI; (2) sending letters to RAI's customers demanding payment of all amounts owed to RAI even though Strom does not have a security interest in all amounts owed to RAI; (3) sending letters to RAI's customers demanding payment of all amounts owed to RAI even though Strom does not have a security interest in any "Receivables" created after Strom stopped providing services to RAI; and (4) threatening RAI's customers if they make any payments to RAI. 53. Strom and Wrolson's actions have proximately caused and continue to cause RAI substantial financial harm and RAI is entitled to recover its damages from Strom and Wrolson. 54. Because Strom and Wrolson have acted intentionally, willfully and maliciously in tortiously interfering with RAI's contracts with its customers, RAI is entitled to recover exemplary damages. Breach of Fiduciary Duty - Wrolson 55. RAI reasserts and incorporates by reference the facts set forth above as if fully set ROBINSON AIRCRAFT INTERIORS, INC.'S ANSWER TO PLAINTIFF’S FIRST AMENDED ORIGINAL PETITION, COUNTERCLAIM AND THIRD PARTY PETITION PAGE 12 forth herein. 56. Wrolson agreed to be RAI's Financial Advisor beginning in 2016 pursuant to the Financial Advisor Agreement. Wrolson has a formal and/or informal fiduciary relationship with RAI. RAI placed special confidence and trust in Wrolson, who in equity and good conscience, was bound to act in good faith and with due regard for the interests of RAI. 57. Wrolson breached his fiduciary duties to RAI by, among other things: (1) instructing RAI regarding what payments to make to Strom under the Agreement, and then as Strom's owner and President, sending the September 1, 2016 letter wrongfully declaring RAI in default of the Agreement; (2) sending letters to RAI's customers demanding payment of all amounts owed to RAI; (3) causing RAI to breach the Agreement – if in fact such a breach occurred; (4) failing to act in good faith; (5) failing to refrain from self-dealing; (6) breaching his duty of loyalty to RAI; (7) failing to disclose critical information to RAI; and (8) placing his own interests above the interests of RAI. 58. Wrolson's breaches of his fiduciary duties to RAI caused and continue to cause substantial injury to RAI. Wrolson's breaches of his fiduciary duties to RAI also benefited Wrolson and his company, Strom. RAI is entitled to recover its damages from Wrolson. 59. Wrolson committed the breaches of his fiduciary duties to RAI intentionally, fraudulently, maliciously, and/or with gross negligence, and, accordingly, RAI is entitled to recover exemplary damages from Wrolson. Aiding and Abetting Breach of Fiduciary Duty - Strom 60. RAI reasserts and incorporates by reference the facts set forth above as if fully set forth herein. 61. Strom was aware of Wrolson's fiduciary relationship with RAI. Strom knowingly ROBINSON AIRCRAFT INTERIORS, INC.'S ANSWER TO PLAINTIFF’S FIRST AMENDED ORIGINAL PETITION, COUNTERCLAIM AND THIRD PARTY PETITION PAGE 13 induced Wrolson to breach his fiduciary duties, and/or participated in Wrolson's breaches of his fiduciary duties to RAI. 62. As a result of Strom's aiding and abetting Wrolson's breaches of his fiduciary duties, RAI has been injured and continues to be injured and is entitled to recover its damages from Strom. Because Strom acted fraudulently, maliciously, and/or with gross negligence in aiding and abetting Wrolson's breaches of his fiduciary duties, RAI is entitled to recover exemplary damages from Strom. Civil Conspiracy – Strom and Wrolson 63. RAI reasserts and incorporates by reference the facts set forth above as if fully set forth herein. 64. Strom and Wrolson participated in a conspiracy to, among other things, (1) tortiously interfere with RAI's customer relationships; (2) destroy RAI's business; and (3) cause RAI to breach the Agreement, if in fact RAI is determined to have breached the Agreement. Strom and Wrolson are members of a combination of two or more people or entities. The object of the combination was to accomplish an unlawful purpose. Strom and Wrolson had a meeting of the minds on the object or course of action, and one or both of them committed an unlawful, over act to further the object or course of action. 65. Due to the Storm's and Wrolson's actions, RAI has suffered damages and will continue to suffer damages. Because Strom's and Wrolson's actions were intentional and done with malice, RAI also seeks exemplary damages. Declaratory Relief – Strom 66. RAI reasserts and incorporates by reference the facts set forth above as if fully set forth herein. ROBINSON AIRCRAFT INTERIORS, INC.'S ANSWER TO PLAINTIFF’S FIRST AMENDED ORIGINAL PETITION, COUNTERCLAIM AND THIRD PARTY PETITION PAGE 14 67. RAI seeks declaratory relief under the Uniform Declaratory Judgment Act set forth in Chapter 37 of the Texas Civil Practice and Remedies Code. Specifically, RAI seeks a declaration from the Court that: a. RAI did not breach the Agreement; and b. Strom does not have a security interest in any of RAI's Receivables created after Strom stopped providing services to RAI on August 31, 2016. 68. RAI is entitled to recover its reasonable attorneys’ fees pursuant to § 37.009 of the Texas Civil Practice and Remedies Code. Jury Demand 69. Defendant hereby requests that this case be tried before a jury. Prayer for Relief 70. WHEREFORE, PREMISES CONSIDERED, Defendant respectfully requests: a. That Strom take nothing by its Petition; b. That RAI recover actual damages, benefit-of-the-bargain damages, lost profits, and consequential damages; c. That RAI recover an award of exemplary damages; d. That RAI recover reasonable and necessary attorneys’ fees incurred in connection with this matter, prejudgment and post-judgment interest, and costs; and e. Such other and further relief in law and in equity which the court may deem appropriate. ROBINSON AIRCRAFT INTERIORS, INC.'S ANSWER TO PLAINTIFF’S FIRST AMENDED ORIGINAL PETITION, COUNTERCLAIM AND THIRD PARTY PETITION PAGE 15 Respectfully submitted, GODWIN BOWMAN & MARTINEZ PC By: /s/ Carolyn R. Raines Carolyn Raines State Bar No. 00787852 Carolyn.Raines@GodwinLaw.com Jenny L. Martinez State Bar No. 24013109 Jenny.Martinez@GodwinLaw.com Renaissance Tower 1201 Elm, Suite 1700 Dallas, Texas 75270-2084 (214) 939-4400 Telephone (214) 760-7332 Facsimile ATTORNEYS FOR DEFENDANT ROBINSON AIRCRAFT INTERIORS, INC. CERTIFICATE OF SERVICE The undersigned hereby certifies that a true and correct copy of the above and foregoing document was served as indicated below upon the following counsel of record on October 24, 2016, as follows: VIA ELECTRONIC SERVICE: Thomas E. Kurth Debra McComas Haynes & Boone, L.L.P. 2323 Victory Avenue, Suite 700 Dallas, Texas 75219 John R. Gavin Lewis & Backhaus, P.C. 5501 LBJ Freeway, Suite 800 Dallas, Texas 75240 /s/ Carolyn R. Raines Carolyn R. Raines ROBINSON AIRCRAFT INTERIORS, INC.'S ANSWER TO PLAINTIFF’S FIRST AMENDED ORIGINAL PETITION, COUNTERCLAIM AND THIRD PARTY PETITION PAGE 16 VERIFICATION THE STATE OF TEXAS § § COUNTY OF DALLAS § BEFORE ME, the undersigned Notary Public, on this day personally appeared Joe Robinson, Vice President of Robinson Aircrail Interiors, Inc., known to me to be the person whose name is subscribed below, who being by me duly sworn on his oath deposes and states that he has reviewed Defendant Robinson Aircraft Interiors, lnc.'s Answer to Plaintiffs First Amended Original Petition, Counterclaim and Third Party Petition and that every statement contained in Paragraph 2 is true and correct and within his personal knowledge. c:::::Z< ~ SUBSCRIBED AND SWORN TO BEFORE ME bySo-tf f_e,vrle~o. on this ~ day of October, 2016. No.§lb~~OiTexas My Commission Expires: "f/:;-g);g SECURITY AGREEMENT Robinson Aircraft Interiors, Inc., a Texas corporation, ("Debtor"), and Strom Aviation, Inc., a Florida corporation, ("Secured Party''), enter into this security agreement (the "Agreement") as of September 25,2012, and agree as follows: 1. Creation of Security Interest Debtor grants to Secured Party a security interest in and to Debtor's Receivables to secure performance and payment of all obligations and indebtedness of Debtor to Secured Party of whatever kind and whenever or however created or incurred, including, but not limited to, the debt owed by Debtor to Secured Party for any and all contract labor services provided by Secured Party to Debtor before and after the execution of this Agreement. "Receivables," as such term is used herein, shall mean the Debtor's existing or future right, title, and interest to: (i) any payment, or right to payment, resulting from contracts or other agreements between the Debtor and its customers; and (ii) "proceeds" of such collateral, as such term is defined in the Uniform Commercial Code. Receivables shall not include any payment, or right to payment, resulting from (i) engineering services provided by Debtor to its customers, (ii) materials purchased by Debtor for use on Debtor's customers aircraft, or (iii) outside consultant services for programing Debtor's CNC machines. 2. Payment Obligations of Debtor (a) Debtor shall pay to Secured Party the amount due for past contract labor services provided by Secured Party to Debtor, which amount Debtor agi'ees is $4,020,000.00 as of the date of this Agreement, as well as any amount that may become due for contract labor services provided by Secured Party to Debtor after the execution of this Agreement. The amount due fur services hereinafter provided by Secured Party to Debtor shall be conclusively established by the weekly invoices provided by Secured Party to Debtor, which invoices will be based upon the report provided by Debtor to S~ured Party each week detailing the hours and rates of the contract labor employees utilized by Debtor during the preceding week. (b) Debtor agrees to make regular payments to Secured Party in an amom1t not less than seventy percent (70%) of the proceeds of all payments Debtor receives on the Receivables, whether in the form of cash or negotiable instruments, uutil such time as Secured Party notifies Debtor that Debtor's outstanding obligations are within the agreed 30-day net payment terms fur Secured Party's serVices. Any amounts collected on the Debtor's receivables shall be held in trust by Debtur for Secured Party and promptly paid over to Secured Party (in no event more than one week after receipt by Debtor) pursuant to the terms of tins Agreement for application against Debtor's indebtedness to Secured Party. 3. Obligations of Secured Party (a) Secured Party agrees to release its security interest in the Receivables once Debtor's outstanding obligations are within the ordinary, agreed-upon.30-day net payment terms. A (b) Secured Patiy further agrees to replace the 70% payment terms in this agreement to l'egular payment terms in the event that Secured Patiy discontinues providing services to Debtor, tmless such discontinuance is due to Debtor's nonpetformance under this Agreement or any of Debtor's other obligations to Secured Party. 4. Debtor's Representations, Warranties, and Agreements Debtor hereby represents, wat-rants and agrees as follows: (a) The Receivables at'e not subject to any prior assignment, claim, lien, or security interest, other than any security interest previously granted to Debtor's secured lender; (b) The Receivables at'e not subject to setoff, counterclaim, defense, allowance, or adjustment other than discounts for prompt payment shown on the invoice, or sul!ject to dispute, objection, or complaint by the account debtor concerning tlieir liability on the account, and any goods, the sale of which gave rise to the account, have not been returned, rejected, lost, or dsmaged; (c) The Receivables arose in the ordinary course of Debtor's business, and no notice of bankruptcy or insolvency of account debtor has been received by Debtor; (d) Debtor shail maintain complete and accurate books and records covering the Receivables a11d Debtor shall make available to Secured Party, on a weekly basis, all accounting records necessary to verify the amounts received by Debtor on the Receivables, which records shall be true and correct; (e) Debtor agrees that Secured Party may file a financing statement with the Secretary of State of the State of Texas evidencing and perfecting Secured Party's security interest in the Receivables; at1d (f) Debtor is authorized to enter into this Agreement and Debtor has taken appropriate measures, including, but not limited to, the passing of a board resolution specifically authorizing Debtor's execution of this Agreement and Debtor's grant of the security interest granted to Secured Party herein. 5. Successors aud Assigns The terms and provisions of this Agreement shall be binding upon, at1d inure to the benefit of, Debtor, Secured Party at1d their respective successors a11d assigns. 6. Governing Law This agreement shall be interpreted in accordance with the laws or the State of Texas in force at the date of this agreement. IN WI1NESS WHEREOF, the parties hereto have executed this Agreement as of the date flrst written above. DEBTOR: ROBINSON AIRCRAFT INTERIORS, INC. ~~~~~~~~--~~~7~~ By: Jeff Robinson, President -and- .~~;:....->--~- 7-~?-1.!: By: Joe Robinson, Vice President SECURED PARTY: 7l:Oi!JJL'NC By: Dan Wrolson, President 9-27-}7_ Shareholders Resolution The Officers, Directors and Shareholders of Robinson Aircraft Interiors, Inc. (RAI) Jeff Robinson and Joe Robinson resolve to make the following agreement with Dan Wrolson: Joe and Jeff Robinson are appointing Dan Wrolson as Financial Advisor to RAI. Mr. Wrolson will control all RAI bank accounts, have power to view deposit, transfer and remove funds for business purposes on behalf of RAI. He will manage vendor payments and cash flow with the express purpose of creating financial stability, sustainability and company value for the corporation and its shareholders. RAI will pay Joe Robinson and Jeff Robinson $12,000 per week (each) and will make provisions for quarterly tax estimate disbursements. There will be no other cash dividends or disbursements during the term th is agreement without a unanimous agreement of the Shareholders and the Financial Advisor. The Shareholders will have visibility into all bank accounts, but will relinquish their ability to withdraw funds from any of the bank accounts. The Shareholders will continue to have access to all financial and accounting records and to run RAI as a business. Should this agreement be violated or terminated the Security Agreement between Strom Aviation and Robinson Aircraft Interiors will remain active and in place. Once all of the RAI vendors are paid to contractual terms t his agreement will automatically terminate unless the Shareholders and the Financial Advisor agree to extend it. Jeff Robinson Dan Wrolson President Vice President Financial Advi sor B STROM AVIATION, INC. 109 S. ELM STREET WACONIA, MN 55387 September I, 20 16 VIA CERTIFIED MAIL RE: Your account receivable ("Accounf') owing to Robinson Aircraft Interiors, Inc., a Texas corporation ("Debtor'); Security Agreement (herein so called) dated September 25,2012, executed by Debtor and Strom Aviation, Inc., a Florida corporation ("Secured Party") Gentlemen/Ladies: As you may know, the Debtor (Robinson Aviation Interiors, Inc.) pledged your Account to secure payment of amounts owed by the Debtor to the Secured Party (Strom Aviation, Inc.). Pursuant to its rights under the Security Agreement and the Texas Business and Commerce Code (including, but not limited to, Section 9.607 thereof), the Secured Party hereby directs you to MAKE ALL PAYMENTS WITH RESPECT TO YOUR ACCOUNT TO THE SECURED PARTY, and to make no payments to the Debtor or any other party. IF YOU IGNORE THE DIRECTIONS CONTAINED lN THIS LETTER AND PAY ANY AMOUNTS OWED WITH RESPECT TO YOUR ACCOUNT TO ANY PARTY OTHER THAN T HE SECURED PARTV, IN ACCORDANCE W1TH SECTION 9.406(a) OF THE TEXAS BUSINESS AND COMMERCE CODE, SUCU PAYMENTS MAY NOT BE APPLIED TO VOUR OBL.IGATIONS UNDER THAT ACCOUNT. Payments made with respect to your Account should be made to Secured Party, Strom Aviation, Inc., at 109 S. Elm Street, Waconia, MN 5538'7 . If you have any questions regarding this matter, please contact me at 612-817-0596. Very truly yours, Account Debtor Notification 7346985-1 C