Preview
FILED: NASSAU COUNTY CLERK 08/16/2023 12:42 PM INDEX NO. 610326/2023
NYSCEF DOC. NO. 15 RECEIVED NYSCEF: 08/16/2023
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NASSAU Index No. 610326/2023
_________________________________________X
CLOUDFUND LLC,
Plaintiff, DEFENDANT’S VERIFIED
v. ANSWER AND AFFIRMATIVE
DEFENSES
PURISM SPC D/B/A PURISM SPC and
TODD ALAN WEAVER,
Defendants.
_________________________________________X
VERIFIED ANSWER
The Defendants, PURISM SPC D/B/A PURISM SPC and TODD ALAN WEAVER,
(“Defendants”), by and through undersigned counsel, answers the complaint filed by the Plaintiff,
CLOUDFUND LLC, (“Plaintiff”) as follows:
Parties
1. Defendant is without knowledge as the allegations contained in paragraph 1 and
therefore denies.
2. Defendant is without knowledge as the allegations contained in paragraph 2 and
therefore denies.
3. The allegations contained in paragraph 3 are admitted for jurisdictional purposes
only and insofar as they seek to impose liability, they are denied.
4. The allegations contained in paragraph 4 are admitted for jurisdictional purposes
only and insofar as they seek to impose liability, they are denied.
5. The allegations contained in paragraph 5 are admitted for jurisdictional purposes
only and insofar as they seek to impose liability, they are denied.
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Jurisdiction and Venue
6. The allegations contained in paragraph 6 are admitted for jurisdictional purposes
only and insofar as they seek to impose liability, they are denied.
7. The allegations contained in paragraph 7 are admitted for jurisdictional purposes
only and insofar as they seek to impose liability, they are denied.
Facts Common to All Causes of Action
8. The allegations contained in paragraph 8 are denied.
9. The allegations contained in paragraph 9 are denied.
10. The allegations contained in paragraph 10 are denied.
11. The allegations contained in paragraph 11 are denied.
12. The allegations contained in paragraph 12 are denied.
13. The allegations contained in paragraph 13 are denied.
14. The allegations contained in paragraph 14 are denied.
15. The allegations contained in paragraph 15 are denied.
16. The allegations contained in paragraph 16 are denied.
17. The allegations contained in paragraph 17 are denied.
18. The allegations contained in paragraph 18 are denied.
19. The allegations contained in paragraph 19 are denied.
20. The allegations contained in paragraph 20 are denied.
21. The allegations contained in paragraph 21 are denied.
22. The allegations contained in paragraph 22 are denied.
23. The allegations contained in paragraph 23 are denied.
24. The allegations contained in paragraph 24 are denied.
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25. The allegations contained in paragraph 25 are denied.
26. The allegations contained in paragraph 26 are denied.
27. The allegations contained in paragraph 27 are denied.
28. The allegations contained in paragraph 28 are denied.
29. The allegations contained in paragraph 29 are denied.
30. The allegations contained in paragraph 30 are denied.
31. The allegations contained in paragraph 31 are denied.
AS AND FOR A FIRST CAUSE OF ACTION
BREACH OF CONTRACT AGAINST BUSINESS DEFENDANT
32. Defendants repeat and reincorporate each and every denial and/or response
contained in paragraphs “1” – “31” and set forth at length herein.
33. The allegations contained in paragraph 33 are denied.
34. The allegations contained in paragraph 34 are denied.
35. The allegations contained in paragraph 35 are denied.
36. The allegations contained in paragraph 36 are denied.
37. The allegations contained in paragraph 37 are denied.
AS AND FOR A SECOND CAUSE OF ACTION
BREACH OF THE PERSONAL GUARANTEE AGAINST THE PERSONAL
GUARANTOR
38. Defendants repeat and reincorporate each and every denial and/or response
contained in paragraphs “1” – “37” and set forth at length herein.
39. The allegations contained in paragraph 39 are denied.
40. The allegations contained in paragraph 40 are denied.
41. The allegations contained in paragraph 41 are denied.
42. The allegations contained in paragraph 42 are denied.
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43. The allegations contained in paragraph 43 are denied.
44. The allegations contained in paragraph 44 are denied.
AS AND FOR A THIRD CAUSE OF ACTION
ATTORNEYS’ FEES AS AGAINST THE DEFENDANTS
45. Defendants repeat and reincorporate each and every denial and/or response
contained in paragraphs “1” – “44” and set forth at length herein.
46. The allegations contained in paragraph 46 are denied.
47. The allegations contained in paragraph 47 are denied.
AFFIRMATIVE DEFENSES TO ALL CAUSES OF ACTION
48. Defendants repeat and reincorporate each and every denial and/or response
contained in paragraphs “1” – “47” and set forth at length herein.
49. Plaintiff lacks personal jurisdiction over defendants.
50. To the extent that this contract lacks consideration. A transaction that fails to
establish consideration is not an enforceable contract.
51. To the extent that this contract is unconscionable. This contract is so grossly
unreasonable that it should be deemed unenforceable
52. To the extent established in discovery, Plaintiff’s Complaint fails to set forth claims
upon which relief can be granted.
53. To the extent established in discovery, each cause of action in the Complaint is
barred because the Defendants have not breached any obligation that they may have had with
Plaintiffs.
54. To the extent established by discovery, all or part of Plaintiffs claims are barred in
whole or in part by one or more equitable doctrines, including accord and satisfaction
unconscionability, waiver, release, estoppel, laches and unclean hands.
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55. To the extent established in discovery, all or part of Plaintiff’s claims, are barred in
whole or in part by the statute of frauds.
56. To the extent established in discovery, all or part of Plaintiff’s claims are barred in
whole or in part and any contract entered into by Defendants with Plaintiff is entitled to a rescission
because any such contract was entered into by the Defendants under economic duress and/or
through undue influence or fraud on behalf of Plaintiff.
57. To the extent established in discovery, upon information and belief the Defendants
dispute any and all amounts set forth in the documents referenced in the complaint.
58. To the extent established in discovery, upon information and belief Plaintiff’s
claims are barred as a result of payment having been made to Plaintiff’s by Defendants.
59. To the extent established in discovery, upon information and belief, the contract is
unenforceable due to fraud.
60. To the extent established in discovery, upon information and belief, the contract is
usurious and unenforceable pursuant to General Business Law, sec 5-521, and Penal Law, sec.
190.40.
61. Defendants presently have insufficient knowledge or information upon which to
form a belief as to whether they may have additional affirmative defenses. On that basis, the
Defendants reserve the right to amend this Answer to asset additional affirmative defenses in the
event discovery indicates the additional defenses appropriate.
DEMAND FOR A JURY TRIAL
The Defendants hereby demand trial by jury in this action of all issue so triable.
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PRAYER FOR RELIEF
WHEREFORE, Defendants request that the complaint be dismissed with prejudice and
all other relief to which the Defendants are entitled, and requests trial by jury on all issues so
triable.
Dated: New York, New York
August 16, 2023
HUERTA PLLC
/s Michael A. Huerta
Attorney for Defendants
Michael A. Huerta, Esq.
447 Broadway, Ste. 245
New York, New York 10013
(212) 729-4385
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VERIFICATION
I, Michael A. Huerta, Esq., an attorney duly licensed to practice law in the State of New
York, affirm under penalty of perjury:
1. I am an attorney with the firm Huerta PLLC.
2. I have read the foregoing answer and know the contents hereof; and the same is true to
my own knowledge, except as to the matters therein stated to be alleged upon information and
belief.
3. I make this verification as none of the defendants reside in the county where I maintain
my offices.
Dated: New York, New York
August 16, 2023
HUERTA PLLC
/s Michael A. Huerta
Attorney for Defendants
Michael A. Huerta, Esq.
447 Broadway, Ste. 245
New York, New York 10013
(212) 729-4385
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Preview
FILED: NASSAU COUNTY CLERK 08/16/2023 12:42 PM INDEX NO. 610326/2023 NYSCEF DOC. NO. 15 RECEIVED NYSCEF: 08/16/2023 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NASSAU Index No. 610326/2023 _________________________________________X CLOUDFUND LLC, Plaintiff, DEFENDANT’S VERIFIED v. ANSWER AND AFFIRMATIVE DEFENSES PURISM SPC D/B/A PURISM SPC and TODD ALAN WEAVER, Defendants. _________________________________________X VERIFIED ANSWER The Defendants, PURISM SPC D/B/A PURISM SPC and TODD ALAN WEAVER, (“Defendants”), by and through undersigned counsel, answers the complaint filed by the Plaintiff, CLOUDFUND LLC, (“Plaintiff”) as follows: Parties 1. Defendant is without knowledge as the allegations contained in paragraph 1 and therefore denies. 2. Defendant is without knowledge as the allegations contained in paragraph 2 and therefore denies. 3. The allegations contained in paragraph 3 are admitted for jurisdictional purposes only and insofar as they seek to impose liability, they are denied. 4. The allegations contained in paragraph 4 are admitted for jurisdictional purposes only and insofar as they seek to impose liability, they are denied. 5. The allegations contained in paragraph 5 are admitted for jurisdictional purposes only and insofar as they seek to impose liability, they are denied. 1 of 7 FILED: NASSAU COUNTY CLERK 08/16/2023 12:42 PM INDEX NO. 610326/2023 NYSCEF DOC. NO. 15 RECEIVED NYSCEF: 08/16/2023 Jurisdiction and Venue 6. The allegations contained in paragraph 6 are admitted for jurisdictional purposes only and insofar as they seek to impose liability, they are denied. 7. The allegations contained in paragraph 7 are admitted for jurisdictional purposes only and insofar as they seek to impose liability, they are denied. Facts Common to All Causes of Action 8. The allegations contained in paragraph 8 are denied. 9. The allegations contained in paragraph 9 are denied. 10. The allegations contained in paragraph 10 are denied. 11. The allegations contained in paragraph 11 are denied. 12. The allegations contained in paragraph 12 are denied. 13. The allegations contained in paragraph 13 are denied. 14. The allegations contained in paragraph 14 are denied. 15. The allegations contained in paragraph 15 are denied. 16. The allegations contained in paragraph 16 are denied. 17. The allegations contained in paragraph 17 are denied. 18. The allegations contained in paragraph 18 are denied. 19. The allegations contained in paragraph 19 are denied. 20. The allegations contained in paragraph 20 are denied. 21. The allegations contained in paragraph 21 are denied. 22. The allegations contained in paragraph 22 are denied. 23. The allegations contained in paragraph 23 are denied. 24. The allegations contained in paragraph 24 are denied. 2 of 7 FILED: NASSAU COUNTY CLERK 08/16/2023 12:42 PM INDEX NO. 610326/2023 NYSCEF DOC. NO. 15 RECEIVED NYSCEF: 08/16/2023 25. The allegations contained in paragraph 25 are denied. 26. The allegations contained in paragraph 26 are denied. 27. The allegations contained in paragraph 27 are denied. 28. The allegations contained in paragraph 28 are denied. 29. The allegations contained in paragraph 29 are denied. 30. The allegations contained in paragraph 30 are denied. 31. The allegations contained in paragraph 31 are denied. AS AND FOR A FIRST CAUSE OF ACTION BREACH OF CONTRACT AGAINST BUSINESS DEFENDANT 32. Defendants repeat and reincorporate each and every denial and/or response contained in paragraphs “1” – “31” and set forth at length herein. 33. The allegations contained in paragraph 33 are denied. 34. The allegations contained in paragraph 34 are denied. 35. The allegations contained in paragraph 35 are denied. 36. The allegations contained in paragraph 36 are denied. 37. The allegations contained in paragraph 37 are denied. AS AND FOR A SECOND CAUSE OF ACTION BREACH OF THE PERSONAL GUARANTEE AGAINST THE PERSONAL GUARANTOR 38. Defendants repeat and reincorporate each and every denial and/or response contained in paragraphs “1” – “37” and set forth at length herein. 39. The allegations contained in paragraph 39 are denied. 40. The allegations contained in paragraph 40 are denied. 41. The allegations contained in paragraph 41 are denied. 42. The allegations contained in paragraph 42 are denied. 3 of 7 FILED: NASSAU COUNTY CLERK 08/16/2023 12:42 PM INDEX NO. 610326/2023 NYSCEF DOC. NO. 15 RECEIVED NYSCEF: 08/16/2023 43. The allegations contained in paragraph 43 are denied. 44. The allegations contained in paragraph 44 are denied. AS AND FOR A THIRD CAUSE OF ACTION ATTORNEYS’ FEES AS AGAINST THE DEFENDANTS 45. Defendants repeat and reincorporate each and every denial and/or response contained in paragraphs “1” – “44” and set forth at length herein. 46. The allegations contained in paragraph 46 are denied. 47. The allegations contained in paragraph 47 are denied. AFFIRMATIVE DEFENSES TO ALL CAUSES OF ACTION 48. Defendants repeat and reincorporate each and every denial and/or response contained in paragraphs “1” – “47” and set forth at length herein. 49. Plaintiff lacks personal jurisdiction over defendants. 50. To the extent that this contract lacks consideration. A transaction that fails to establish consideration is not an enforceable contract. 51. To the extent that this contract is unconscionable. This contract is so grossly unreasonable that it should be deemed unenforceable 52. To the extent established in discovery, Plaintiff’s Complaint fails to set forth claims upon which relief can be granted. 53. To the extent established in discovery, each cause of action in the Complaint is barred because the Defendants have not breached any obligation that they may have had with Plaintiffs. 54. To the extent established by discovery, all or part of Plaintiffs claims are barred in whole or in part by one or more equitable doctrines, including accord and satisfaction unconscionability, waiver, release, estoppel, laches and unclean hands. 4 of 7 FILED: NASSAU COUNTY CLERK 08/16/2023 12:42 PM INDEX NO. 610326/2023 NYSCEF DOC. NO. 15 RECEIVED NYSCEF: 08/16/2023 55. To the extent established in discovery, all or part of Plaintiff’s claims, are barred in whole or in part by the statute of frauds. 56. To the extent established in discovery, all or part of Plaintiff’s claims are barred in whole or in part and any contract entered into by Defendants with Plaintiff is entitled to a rescission because any such contract was entered into by the Defendants under economic duress and/or through undue influence or fraud on behalf of Plaintiff. 57. To the extent established in discovery, upon information and belief the Defendants dispute any and all amounts set forth in the documents referenced in the complaint. 58. To the extent established in discovery, upon information and belief Plaintiff’s claims are barred as a result of payment having been made to Plaintiff’s by Defendants. 59. To the extent established in discovery, upon information and belief, the contract is unenforceable due to fraud. 60. To the extent established in discovery, upon information and belief, the contract is usurious and unenforceable pursuant to General Business Law, sec 5-521, and Penal Law, sec. 190.40. 61. Defendants presently have insufficient knowledge or information upon which to form a belief as to whether they may have additional affirmative defenses. On that basis, the Defendants reserve the right to amend this Answer to asset additional affirmative defenses in the event discovery indicates the additional defenses appropriate. DEMAND FOR A JURY TRIAL The Defendants hereby demand trial by jury in this action of all issue so triable. 5 of 7 FILED: NASSAU COUNTY CLERK 08/16/2023 12:42 PM INDEX NO. 610326/2023 NYSCEF DOC. NO. 15 RECEIVED NYSCEF: 08/16/2023 PRAYER FOR RELIEF WHEREFORE, Defendants request that the complaint be dismissed with prejudice and all other relief to which the Defendants are entitled, and requests trial by jury on all issues so triable. Dated: New York, New York August 16, 2023 HUERTA PLLC /s Michael A. Huerta Attorney for Defendants Michael A. Huerta, Esq. 447 Broadway, Ste. 245 New York, New York 10013 (212) 729-4385 6 of 7 FILED: NASSAU COUNTY CLERK 08/16/2023 12:42 PM INDEX NO. 610326/2023 NYSCEF DOC. NO. 15 RECEIVED NYSCEF: 08/16/2023 VERIFICATION I, Michael A. Huerta, Esq., an attorney duly licensed to practice law in the State of New York, affirm under penalty of perjury: 1. I am an attorney with the firm Huerta PLLC. 2. I have read the foregoing answer and know the contents hereof; and the same is true to my own knowledge, except as to the matters therein stated to be alleged upon information and belief. 3. I make this verification as none of the defendants reside in the county where I maintain my offices. Dated: New York, New York August 16, 2023 HUERTA PLLC /s Michael A. Huerta Attorney for Defendants Michael A. Huerta, Esq. 447 Broadway, Ste. 245 New York, New York 10013 (212) 729-4385 7 of 7