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CV-2024-02-0825 MCLAUGHLIN, KELLY 02/21/2024 10:50:54 AM cmMco, Page 1 of 56
IN THE COMMON PLEAS COURT
SUMMIT COUNTY, OHIO
THOMAS CLARK ) CASE NO.
4990 MCCORMICK DR )
RICHFIELD, OHIO 44286 )
Plaintiff JUDGE:
VS.
COMPLAINT
THE CARLSTAR GROUP LLC (Jury Demand Endorsed Hereon)
725 COOL SPRINGS BLVD. SUITE 500
FRANKLIN, TN 37067
and,
JACOB THOMAS
2302 CLARE PARK DR
FRANKLIN, TN, 37069
and,
JOHN/JANE DOE
and,
XYZ COMPANY
Defendants
PARTIES AND JURISDICTION
1 The Plaintiff, Thomas Clark, (“Clark”) is a resident of Summit County, Ohio.
2. The Defendant, The Carlstar Group LLC (“Carlstar”), is a company organized
and existing under the laws of Delaware with business operations across the
United States and globally. Carlstar, during the period of Clark's employment
with Carlstar. conducted significant business activities within Summit County,
Ohio, including employing Clark, who conducted the majority of his work in
Summit County, Ohio.
Carlstar and Jacob conducted numerous phone calls and emails within the State
of Ohio and within Sumit County concerning the topic of this lawsuit. This local
business presence provides a basis for this Court's jurisdiction over the
Defendant.
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Jacob Thomas, (“Jacob”) (upon information and belief) residing at 2302 Clare
Park Dr, Franklin, TN, 37069, is the CEO of The Carlstar Group LLC. In his
capacity as CEO, Jacob oversees and directs operations and strategic decisions of
the company, including those activities conducted within Summit County, Ohio.
His role in the company and connection to the business activities in question
further substantiate this Court's jurisdiction over the matters at hand.
Plaintiff alleges that, upon information and belief, there may be individuals,
entities, or corporate entities whose identities are presently unknown to Plaintiff
but who are potentially liable to Plaintiff for the acts alleged herein. These
individuals, entities, or corporate entities are named herein as John Does, Jane
Does, and XYZ Corporation | through 5, inclusive. Plaintiff will seek leave to
amend this Complaint to allege their true names and capacities when ascertained.
The jurisdiction of this Court is also founded on the Ohio Revised Code (O.R.C.)
§ 2307.381- § 2307.385. The statute recognizes corporations, like Carlstar, as
persons for legal purposes. Given that Carlstar has conducted business within
Summit County, Ohio, this Court has jurisdiction over the Defendant per the
provisions of O.R.C. § 2307.382, which stipulates the conditions under which
nonresident corporations may be subject to legal proceedings in the state.
Summit County Court has proper subject matter jurisdiction over this case. The
issues at hand involve the interpretation and enforcement of employment
contracts, wrongful termination, and other employment-related disputes, which
are matters within the purview of this Court.
The Court has personal jurisdiction over Defendants, as the company has
established minimum contacts within the state of Ohio by virtue of conducting
business, employing residents like Clark, and entering into contracts
enforceable in this jurisdiction. Ohio's long-arm statute, R.C. 2307.382, further
supports the Court's personal jurisdiction, especially considering that
Defendants’ actions caused tortious injury within Ohio and, in addition, they
conducted business in Summit County
Venue is appropriate in Summit County under Ohio Civ. R. 3, which stipulates
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that the proper venue lies in a county where at least one Defendant conducted
activities that gave rise to these claims for relief. Clark's principal place of
employment with Carlstar was in Summit County; his compensation was paid to
him there, and his wrongful termination and the withholding of earned benefits
occurred while he was employed in this county. Thus, the venue is appropriately
situated in Summit County.
FACTUAL BACKGROUND
10. On or about May 8, 2015, a comprehensive Employment Agreement (a copy of the
Agreement is attached hereto, marked “A” and incorporated herein by reference)
was executed between Defendants and Clark. This Agreement outlined the terms of
Clark's employment with Carlstar, including his position, base salary, a signing
bonus, a structured annual bonus, options for equity co-investment, and a range of
employee benefits.
11 The Defendants, at that time and continuing until termination, approved and
allowed Clark to perform services in Ohio and allowed Clark’s home base to be in
Ohio.
12. Central to the compensation package was an annual target bonus, set at 40% of
Clark's base salary. This Bonus was contingent upon achieving certain predefined
objectives.
13 Said objectives were met by Clark.
14 In accordance with section 2 (d) of Exhibit A “Employment Agreement", as part of
Clark’s equity incentive, Clark was awarded shares in the Carlstar's Management
Option Pool, which option pool included Clark’s and Jacob’s percentage interest.
The management pool represented 10% of the total shares of The Carlstar Group.
This allocation was designed to align Clark's long-term interests with Carlstar's
growth and success.
15 Clark has 416.67 vested unit shares of the Management Option Pool. (A copy of the
Agreement is attached hereto, marked “Exhibit B” and incorporated herein)
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16. On or about July 31‘ 2020 a more detailed Incentive Unit Award Agreement
executed between Clark and Carlstar was signed between all parties, further
delineated the terms and conditions related to the Incentive Units options granted
to Clark, reaffirming the CarlStar and Jacob’s commitment to reward his
contributions. (Exhibit B)
17. The vesting ofthese Incentive Units was structured to align with Clark's continued
contribution and tenure at Carlstar.
18 The 2020 Incentive Units agreement is based upon an LLC agreement that was
fraudulently withheld, never provided, disclosed, or discussed with Clark, even
after multiple requests from Clark for said document.
19. In or about August of 2018 and again in or about March 2020, Defendant Jacob,
on behalf
of Carlstar, orally promised Clark an equivalent one-year salary
“Severance Bonus” in the event of his termination at Carlstar.
20. On or about March 23, 2023, recognizing Clark's increasing and substantial
contributions, an additional Bonus Agreement was executed (a copy of the
“Retention Bonus Agreement” is attached hereto, marked “Exhibit C” and
incorporated herein by reference).
21 This Bonus Agreement was a testament to Clark’s successful meeting of the
performance standards, objectives of Carlstar and their desire to keep him.
22. On signing Clark’s Bonus Agreements in March of 2023, Jacob falsely reaffirmed
Clark that Clark would receive not only his Severance Bonus, but also falsely
assured Clark he would receive the Annual Target Bonus, the Retention Bonus,
along with the Incentive Units because of Clark’s superior performance through
the years, if Clark agreed to continue his employment with Carlstar through
December 2023.
23 By early 2020, Defendant Jacob knew that Clark’s performance would entitle
Clark to substantial compensation under the Severance Bonus, Performance Bonus
(Exhibit A), the Incentive Unit Bonus (Exhibit B), and the Retention Bonus
Exhibit C). Jacob knew these earned bonuses would reduce his own bonuses.
24 Jacob knew, before offering the bonus agreements, on or about March 2023, that
he and Carlstar could avoid paying the bonuses if Clark was terminated prior to the
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end of 2023.
25 Defendants knew that, at that time, they would financially benefit from this
termination and failure to pay bonuses and honor Incentive units.
26. Jacob understood and recognized that Clark's performance not only met but
exceeded the expectations of Carlstar and contributed significantly to the tangible
and financial growth of Defendant Carlstar.
27. Thus, by September 1*t 2023 Clark had met all Bonus Agreement financial goals,
objectives and had earned the Bonuses put forward in his Agreements and,
together with the unit shares that had vested as per exhibit B, which is valued at
approximately $1,500,000.
28 However, on September 18, 2023, without notice, Clark was abruptly and without
“just cause” terminated from his employment at Carlstar by Jacob.
29. The reason provided by Jacob, was Jacob believed that Clark was too “negative”.
30. The State of Ohio Department of Job and Family Services made a determination
on or about November 1‘, 2023, that Carlstar’s basis for termination was “without
just cause.” (A copy of the Unemployment Determination Form is attached hereto,
marked “Exhibit D” and incorporated herein by reference)
31 A Separation Agreement was delivered to Clark on September 18, 2023 and
modified on September 21 2023 by Defendants (a copy of the Separation
Agreement is attached hereto, marked “Exhibit E” and incorporated herein by
reference).
32. This Agreement outlined a severance payment of $47,540.40, finalized Clark's
employment termination, and unfairly valued his 416.67 vested unit shares at a
“fair market value” of $0.
33 This Agreement contradicts the terms of previous Employment Agreements and
Incentive Agreements. These conditions were significantly different from the
stipulations in his Employment Agreement, Bonus Agreement, Severance
Agreement, and Incentive Unit Award Agreements.
34, Defendants refused to honor the terms of the Agreements previously entered into
with Clark (Exhibits A, B, and C).
35 Specifically, Defendants fraudulently refused to pay earned bonuses and
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fraudulently attempted to buy back the Incentive Units at the “fair market value of
$0”.
36. The fair market value is fraudulent given the circumstances. Upon information
and belief, it has come to the Plaintiff's attention that Carlstar is currently engaged
in negotiations for the sale of the company, with discussions reportedly exceeding
the substantial sum of $385,000,000.
37. These actions not only deprived Clark of his rightful compensation but also
represented a blatant breach of the contractual terms in the agreements agreed to
previously by all parties.
38 Based on information and belief, on or about January 2024, an agent of Carlstar,
Ashish Goel, contacted Clark's perspective and future employer in an attempt to
purposefully interfere with Clark’s future employment.
LEGAL CLAIMS
FIRST CAUSE OF ACTION: FRAUD AGAINST DEFENDANTS FOR
INCENTIVE UNITS BUYBACK SCHEME
39. Plaintiff incorporates by reference all allegations made as set forth in paragraphs 1
through 38 as if fully rewritten herein.
40. On or about July 31, 2020, Defendants and Plaintiff entered into an agreement
vesting 416.67 units shares of Carlstar to Clark (See Exhibit B)
4l This agreement states that 10% of the Carlstar Incentive units were at that time
valued at $14,851,320. (See Exhibit B section 2 (a))
42 Defendants on or about September 21, 2023, claim in a separation agreement that
“the Company is exercising its option to purchase your (Clark’s) vested Incentive
Units for Fair Market Value of $0. (See Exhibit E section 4)
43 Defendants, on or about September 21, 2023, attempted to value the shares of all
the management pool Incentive units of Carlstar “at a fair market value of $0”
(See Exhibit E section 4)
44 Based on information and belief, Carlstar is in a sales agreement with a third party
to sell the company in excess of $385,000,000.
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45. Based on information and belief, the estimated value of the management
Incentive Shares would be around $22,500,000.
46. Defendants knew at the time they attempted to buy back Clark’s share the fair
market value was not $0 but in excess of $700,0000.
47 Clark suffered damages as a direct result of Defendants’ misrepresentations,
fraud, and omissions, including but not limited to the value of his vested Incentive
Units and/or rights to said Incentive Units. Defendants’ actions constitute
fraudulent misrepresentation, deceit, and fraudulent concealment, which entitle
Clark to relief. Clark demands judgment against Defendants for compensatory
and punitive damages, attorney's fees, and costs as appropriate, as well as any
other relief this Court deems just and proper.
SECOND CAUSE OF ACTION: FRAUD AGAINST DEFENDANTS FOR
BONUS AGREEMENTS AND INCENTIVE UNITS
48, Plaintiff incorporates by reference all allegations made as set forth in paragraphs 1
through 47 as if fully rewritten herein.
49 Defendants, acting individually and through their agents, made material
misrepresentations and/or omissions to induce Plaintiff into continuing his
employment with Defendant Carlstar, including but not limited to representations
regarding the payment of Retention Bonus in 2023 (Exhibit C), reaffirming
Annual Target Bonus (Exhibit A) in 2023, reaffirming the Severance Bonus, and
Incentive Units Bonus in July of 2020 (Exhibit B).
50. Specifically, Jacob and Carlstar intentionally misrepresented Clark when he
entered into the Incentive Pool Agreement on July 1*, 2020, and the retention
Bonus Agreement on March 17, 2023, that Clark would receive bonuses and
would be given ownership Incentive Units with value as part of his compensation
for continued performance and improvement of the company.
51 Defendants intentionally and falsely represented that Clark would be entitled to
a Bonus, and Incentive Units, which Clark reasonably relied upon when
accepting and continuing his employment with Defendant Carlstar.
52. Defendants made these representations knowing they were false at the time
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they were made. Defendants had no intention of paying the bonuses or the
value of the Incentive Unit Shares when the Agreements were made.
53 Defendants made these false representations to keep Plaintiff from ending his
employment with Carlstar, so that Carlstar would continue making record
profits from his work with the intention of terminating him before paying out
the bonuses and value of Incentive Units.
54. Jacob knew that not paying out the Bonuses and Incentive Units promised to
Clark would create a higher level of profitability for Carlstar. This profitability
would directly benefit Defendants through their Bonus and/or Employment
Agreements, and Incentive Units Agreement based on the profitability of
Defendant Carlstar, and increased Units
55 Ten Percent (10%) of Carlstar incentive unit shares are pooled for management,
valued in July 2020 to be $14,851,320.00 (See Exhibit A section 2. (b) )
56. Currently, based on information and belief, the company is in negotiations to be
sold for about $385,000,000.
57. Clark was promised his Unit shares. They had fully vested on or before
November 1 2019 (See Exhibit A Section 3).
58, Defendant Jacob, as CEO, gets a financial benefit of having the Incentive Units of
Plaintiff Clark returned to the pool as his percentage of the Incentive unit and/or
its value rises. Jacob knew that Carstar would not pay out the Incentive units
when they were promised to Clark on or about July 31%, 2020 (See Exhibit B),
and he would benefit from this.
59. Defendant Jacob and Carlstar knew Clark’s hard work would increase the value
of Jacob’s Incentive units and profitability of Carlstar.
60. Defendants, whether during the initial agreement negotiations or subsequent
interactions, assurance and reassurances to Clark regarding the continuity of his
benefits, harbored the intent to terminate Clark prior to the disbursement of
earned bonuses and Incentive Units. This intent persisted despite the false
promises that were made within the agreements and orally regarding the
fulfillment of these benefits, and Clark relied on these assurances and
reassurances,
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61 . Carlstar's and Jacob’s vague and unsubstantiated justification of
“negativity” for Clark’s termination lacks the concrete evidence typically
required for legitimate dismissal, suggesting a pretextual motive.
62. There is a notable lack of documented evidence or factual allegations to support
the claim of “negativity”, pointing towards the termination being motivated by
other, undisclosed reasons. The State of Ohio unemployment has already
determined the termination to be “Without Just Cause” (See Exhibit D)
63 The evidence suggests that the real impetus for Clark's termination was to allow
Defendant Jacob as CEO to improve the value of his Incentive Units by buying
back all of Plaintiff's Incentive Units at the self-declared fair market value of $0
and allowing that portion of the Incentive Units to come back into the Pool for
the upper-level management, that should have been paid to Clark.
64. Clark’s position was not replaced nor was a new party for the position was
hired.
65 Clark relied upon the representations regarding the Retention Bonus, Incentive
Unit Bonus, and Severance Bonus as inducements to perform and to refrain from
seeking alternative employment.
66. Defendants were aware, at the time of making said promises, that they were
misleading and harbored the intention to terminate Clark with the aim of
nullifying all accrued Bonuses and Incentives.
67. Clark suffered damages as a direct result of Defendants’ misrepresentations and
omissions, including but not limited to the deprivation of the earned bonuses, the
value of his vested Incentive Units, and/or rights to said Incentive Units.
68. Defendants’ actions constitute fraudulent misrepresentation, deceit, and
fraudulent concealment, which entitle Clark to relief. Clark demands judgment
against Defendants for compensatory and punitive damages, attorney's fees, and
costs as appropriate, as well as any other relief this Court deems just and proper.
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THIRD CAUSE OF ACTION: BREACH OF CONTRACT
69. Plaintiff incorporates by reference all allegations made as set forth in paragraphs 1
through 68 as if fully rewritten herein.
70. Clark’s breach of contract claims is grounded in the existence of multiple
agreements with Carlstar, including the Employment Agreement (Exhibit A), the
oral Separation Agreement, the Incentive Units Agreement (Exhibit B), and The
Bonus Agreement (Exhibit C). These documents, signed or agreed to by all
parties, constitute legally binding contracts under Ohio law.
71 In accordance with Ohio employment contract law, Clark fulfilled his obligations
under these Agreements. His performance was consistent with the contractual
terms, marked by the benefits and increase in Carlstar's growth and profitability.
72. Based on Clark’s wrongful termination, Clark contends that Carlstar breached
these contracts in several respects. The Separation Agreement was not honored,
the Employment Agreement (Exhibit A), the agreed Severance Pay of one year’s
salary was breached when not paid upon termination, the Incentive Units
Agreement (Exhibit B) was violated due to non-adherence to its vesting and
distribution terms, and the Retention Bonus (Exhibit C) was breached when
Carlstar failed to pay the agreed bonuses.
73 Clark incurred substantial financial losses due to Carlstar's breaches are: one-
year severance in excess of $25,000, a vested EBIT bonus in excess of $25,000,
a Retention Bonus of $75,000, his Incentive shares valued at least $700,000 at
the time of termination and in excess of $25,000 in other damages.
FOURTH CAUSE OF ACTION: PROMISSORY ESTOPPEL
74, Plaintiff incorporates by reference all allegations made as set forth in paragraphs 1
through 73 as if fully rewritten herein.
75 The Bonus Agreements (Exhibit A) Severance Agreement, Incentive Unit (Exhibit
B), and Agreement, Retention Bonus (Exhibit C) between Clark and Carlstar,
contained explicit promises regarding compensation. These promises were based
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on specific performance metrics and employment milestones, forming the basis of
Clark’s expectations and reliance.
76. Clark’s reliance on the promised compensation and benefits were both reasonable
and foreseeable, given the explicit terms of the agreements. Clark’s career,
professional experience, financial planning, and Clark’s professional
commitments were influenced by the expectation of receiving these contractual
benefits.
77 Carlstar, by virtue of entering into these agreements and Clark’s performance,
had a reasonable expectation that Clark would rely on the promises made. This
reliance was not only foreseeable but also desired by Carlstar to motivate and
retain Clark as an employee.
78 Following Clark’s wrongful termination, Defendants refused to fulfill these
promises. Notably, Carlstar failed to pay the agreed bonus and arbitrarily reduced
the value of Clark's Incentive Units options to zero, contravening the terms of the
Incentive Unit Agreement.
79. Additionally, Clark’s severance pay, as stipulated in the Separation Agreement,
was denied by Carlstar, further evidencing the breach of promise.
80. Based on the principles of promissory estoppel, Defendants should be legally
barred (estopped) from denying Clark the Bonuses and Incentive Units that were
explicitly promised, as Clark's reliance on these promises was to his detriment.
81 Carlstar should be estopped from devaluing Clark’s Incentive Units shares. The
arbitrary reduction in their value is a breach of the clear promises made to Clark
and upon which he has relied.
82. Carlstar should be estopped from refusing to pay the severance amount agreed
upon in the Separation Agreement. Clark's reasonable expectation and reliance on
receiving this severance amount justify the application of promissory estoppel.
83 As a direct result of Defendant’s action, Plaintiff suffered damages in excess of
$25,000.
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FIFTH CAUSE OF ACTION: BREACH OF THE COVENANT OF GOOD
FAITH AND FAIR DEALING
84. Plaintiff incorporates by reference all allegations made as set forth in paragraphs 1
through 83 as if fully rewritten herein.
85 When Defendants attempted to place a fair market value of the Incentive Units at
$0 and not pay out promised compensation. It was done in bad faith with ill-will
akin to fraud in an attempt to profit themselves.
86. Defendants’ actions in depriving Clark of the benefits he was entitled to under
the Agreements represent a breach of good faith. By denying Clark the
compensation and benefits explicitly agreed upon, and taking said benefits to
befit themselves, Carlstar and Jacob displayed conduct that is contrary to the
principles of good faith and fair dealing.
87. Specifically, in the Incentive Units Agreement, Defendants’ act of reducing the
value of Clark's Incentive Units shares to zero following his without cause
termination and attempting to force a buyback of Clark’s unit share, can be
construed as fraudulent.
88 The decision to nullify the value of Clark's Incentive Units shares appears to be a
unilateral and discretionary action by Defendants.
89. Similarly, under the Bonus Agreement, Carlstar's outright denial of Clark’s earned
bonuses, without any valid or justified reason, is indicative of bad-faith conduct.
This denial deprives Clark of the expected financial benefits of his employment
and earned income.
90. Collectively, Defendant’s actions in failing to honor the Incentive Units
Agreement and the Bonus Agreement amount to two distinct counts of breach of
the covenant of good faith and fair dealing. These actions not only represent
breaches of specific contractual terms but also demonstrate a pattern of conduct
that is fundamentally opposed to the concept of fair and honest dealing expected
in contractual relationships.
91 Defendants’ actions in depriving Clark of his contractual benefits, particularly in
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the context of the Incentive Units Agreement and the Bonus Agreements,
demonstrate a breach of the covenant of good faith and fair dealing, causing
damages in excess of $25,000.
92. This breach is characterized by actions that go beyond simple contract violations,
showing elements of bad faith, dishonesty, and a deliberate attempt to injure
Clark's contractual rights, as understood under Ohio contract law and principles
established in relevant case law. Thus, the Plaintiff should be awarded attorney
fees, punitive damages, along with all actual and consequential damages, cost,
and interest from the date of termination.
SIXTH CAUSE OF ACTION: UNJUST ENRICHMENT
93 Plaintiff incorporates by reference all allegations made as set forth in paragraphs 1
through 92 as if fully rewritten herein.
94, Throughout his employment with Carlstar, Clark significantly enhanced
Carlstar’s financial standing, contributing to significant profits through
various strategic initiatives and negotiations.
95 Clark’s pricing strategy adjustments increased profitability. His approach to
maintaining or raising prices resulted in a large increase in year-over-year EBIT.
96. Clark, through his diligent work, earned the bonus promised as he met
production and revenue goals set out in the Bonus Agreement, but Carlstar
refused to pay the earned bonus. (See Exhibit A and C)
97. Clark’s strategic decisions resulted in a large reduction in SG&A in 2023 and
improved operational efficiency without compromising performance.
98 Clark's experience in the management of a diverse global team highlighted his
leadership skills and contribution to Carlstar's success, as evidenced by a
remarkable Retention rate and effective personnel strategies.
99. Clark made several other tangible contributions to Carlstar that enhanced
Carlstar’s market position and profitability.
100. Carlstar was fully aware of the substantial benefits Clark brought to,
quantifiable in millions of dollars, excluding additional growth opportunities.
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101. Allowing Carlstar to retain the benefits of Clark’s contributions without
compensating him constitutes a grave injustice, as it ignores the value and
impact of his work and creates unjust enrichment.
102. By denying Clark the compensation he rightfully earned while retaining the
benefits of his contributions, Carlstar has been unjustly enriched at Clark’s
expense in excess of $25,000.
SEVENTH CAUSE OF ACTION: TORTIOUS INTERFERENCE WITH A.
CONTRACT
103 Plaintiff incorporates by reference all allegations made as set forth in paragraphs 1
through 102 as if fully rewritten herein.
104, On January 18, 2024, Clark, in compliance with unemployment guidelines and
during Rule 408 settlement negotiations, informed Carlstar of his new employment
arrangement, which he entered into via an oral contract. This contract, recognized as
valid in Ohio law, represents a mutual agreement between Clark and his new
employer.
105. Based on information and belief, on or about January 19, 2024, in what constituted
a deliberate act of interference as defined under Ohio tort law, Ashish Goel and
Defendant Jacob, acting separately, but on behalf of Carlstar, contacted Clark's new
employer.
106. Based on information and belief, this contact was designed to advise Clark's new
employer that Clark had been terminated by Carlstar, and Ashish and Jacob were
not attempting to promote Clark as a good employee, but to disrupt his contract
negotiations.
107 These actions align with the legal definition of intentional interference, whereby a
third party knowingly interferes with a contractual relationship.
108 As a direct outcome of Defendant’s actions, Clark suffered potential financial
damages exceeding $25,000.
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EIGHT CAUSE OF ACTION: DECLARATORY JUDGMENT
109. Plaintiff incorporates by reference all allegations made as set forth in paragraphs 1
through 108 as if fully rewritten herein
110. Clark hereby seeks a declaratory judgment from this Court, in order to resolve
the following justiciable controversy.
111. Clark, as an employee of Carlstar, was granted certain Incentive Unit Shares as
part of his compensation package pursuant to an Employment Agreement entered
between the parties (See Exhibit B)
112. Pursuant to the terms and conditions of the Employment Agreement, the
Incentive Unit Shares granted to Plaintiff Clark vested in 2019 in accordance with
the provisions set forth therein.
113. Plaintiff Clark alleges that, under the terms of the Employment Agreement and
applicable law, he is the rightful owner of the vested incentive shares, and
Defendants do not have the authority to unilaterally buy back or repurchase these
Incentive Unit Shares for $0.
114. A justiciable controversy exists between Clark and Carlstar as to the ownership
and rights associated with the vested Incentive Unit Shares.
115. Specifically, Clark does not believe that Carlstar has the legal authority to buy
back or repurchase said shares for $0 as that is not a fair market value.
116. Clark respectfully requests that this Court issue a declaratory judgment in his
favor, declaring: A) That Clark is the rightful owner of the vested Incentive Unit
Shares granted to him pursuant to the Employment Agreement; B) That Carlstar
does not possess the legal right or authority to unilaterally buy back or repurchase
the vested Incentive Unit Shares for $0 or a diminished value without Clark's
express and voluntary consent or accounting, and C) That the court issue an order
enjoining Defendants from transferring Clark’s vested Incentive Units Shares
without his express permission. (Based on information and belief that Carlstar is
in negotiations to sell the company)
117. Clark further requests any additional relief, costs, and attorney's fees to which he
may be entitled.
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PRAYER FOR RELIEF
The Plaintiff, Mr. Jacob Clark, respectfully requests that the Court grant the following
relief,
1 One-Year Severance: Clark seeks to receive severance pay in the amount of
$250,000. This figure aligns with the terms agreed upon in August 2018 and
reaffirmed in March 2020, reflecting the severance compensation that he is
entitled to as per the Separation Agreement plus cost and interest from the date of
breach.
2023 Bonus: A bonus payment of at least $200,000 for the year 2023, calculated
based on 40% of his annual salary, with a 200% multiplier plus statutory interest
from the date of termination, attorney fees, and cost. (Exhibit A)
Incentive Shares Compensation: Just and fair Compensation for Clark's 416.67
Incentive Unit Shares, or said Unit Shares turned over to Clark plus interest from
the date of termination at the statutory rate, cost, and attorney fees. (Exhibit B)
2023 Retention Bonus: Clark requests the Retention Bonus of $75,000, which
was promised to him in April 2023 pursuant to the 2023 Bonus Agreement
(Exhibit C), plus interest from the date of termination at the statutory rate, cost,
and attorney fees.
Declaratory Judgment: An order from the Court declaring that the Incentive Unit
Shares have vested, and they cannot be bought back at an unfair value without
accounting or proof of value and consent.
Emotional Distress Damages: Clark can seek compensation for emotional
distress and mental anguish caused by the wrongful termination in excess of
$25,000
Healthcare Benefits: Compensation for the loss of healthcare benefits, including
medical, dental, and vision insurance, during the period of wrongful termination.
Attorney’s Fees and Court Costs: Clark also seeks compensation for attorney’s
fees incurred in the pursuit of this legal action, plus interest on the awarded
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CV-2024-02-0825 MCLAUGHLIN, KELLY 02/21/2024 10:50:54 AM cmMco, Page 17 of 56
amounts at the statutory interest rate from the date of each respective breach.
Punitive damages: In addition to the aforementioned damages, Clark seeks
punitive damages as allowed by applicable law. These punitive damages are
intended to punish the defendant for their wrongful actions and serve as a
deterrent to prevent similar misconduct in the future. The amount of punitive
damages will be determined by the court, taking into consideration the severity of
the defendant's misconduct and their financial capacity.
The Plaintiff respectfully submits this prayer for relief to the Court, seeking
just compensation and redress on all counts in the complaint, and other damages he
has suffered. This relief is sought to address the financial and non-financial losses
incurred as a result of Defendants’ actions and to ensure that Clark is made whole for
the commitments and contributions he made during his tenure with the company and
any damages suffered from interfering with his future employment opportunities in
the above manner and in any manner the court finds fair and just.
Respectfully submitted,
Doni) & FH8
Daniel E. Thiel (0082869)
Attorney for Plaintiff
Law Office of Daniel Thiel, LLC
P.O. Box 806
Westfield Center, Ohio 44251-0806
(216) 452-9144
Daniel@DanielThiel.com
JURY DEMAND
Plaintiff demands a trial by a jury as to all issues presented herein.
9) 0¢@
Daniel E. Thiel (0082869)
Attorney for Plaintiff
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EXHIBIT A
4 The Carlstar Group
CONFIDENTIAL
May 8, 2015
Mr. Thomas Clark
Dear Thomas,
| am pleased to offer you employment as Vice President of OEM Sales and Business
Development for The Carlstar Group in Franklin, TN. This letter sets forth the terms and
conditions of your employment.
1. Employment and Position. You will be employed on a full-time basis reporting to Laren
Harmon, Executive Vice President of Sales. Your start date for this position will be July 13, 2015.
The Carlstar Group and be responsible for the duties already reviewed with you and other duties
as required to enable the Company to accomplish its mission.
2. Compensation and Incentive. ee
(a) Base Salary. Your
Preview
CV-2024-02-0825 MCLAUGHLIN, KELLY 02/21/2024 10:50:54 AM cmMco, Page 1 of 56 IN THE COMMON PLEAS COURT SUMMIT COUNTY, OHIO THOMAS CLARK ) CASE NO. 4990 MCCORMICK DR ) RICHFIELD, OHIO 44286 ) Plaintiff JUDGE: VS. COMPLAINT THE CARLSTAR GROUP LLC (Jury Demand Endorsed Hereon) 725 COOL SPRINGS BLVD. SUITE 500 FRANKLIN, TN 37067 and, JACOB THOMAS 2302 CLARE PARK DR FRANKLIN, TN, 37069 and, JOHN/JANE DOE and, XYZ COMPANY Defendants PARTIES AND JURISDICTION 1 The Plaintiff, Thomas Clark, (“Clark”) is a resident of Summit County, Ohio. 2. The Defendant, The Carlstar Group LLC (“Carlstar”), is a company organized and existing under the laws of Delaware with business operations across the United States and globally. Carlstar, during the period of Clark's employment with Carlstar. conducted significant business activities within Summit County, Ohio, including employing Clark, who conducted the majority of his work in Summit County, Ohio. Carlstar and Jacob conducted numerous phone calls and emails within the State of Ohio and within Sumit County concerning the topic of this lawsuit. This local business presence provides a basis for this Court's jurisdiction over the Defendant. Tavia Galonski, Summit County Clerk of Courts CV-2024-02-0825 MCLAUGHLIN, KELLY 02/21/2024 10:50:54 AM cmMco, Page 2 of 56 Jacob Thomas, (“Jacob”) (upon information and belief) residing at 2302 Clare Park Dr, Franklin, TN, 37069, is the CEO of The Carlstar Group LLC. In his capacity as CEO, Jacob oversees and directs operations and strategic decisions of the company, including those activities conducted within Summit County, Ohio. His role in the company and connection to the business activities in question further substantiate this Court's jurisdiction over the matters at hand. Plaintiff alleges that, upon information and belief, there may be individuals, entities, or corporate entities whose identities are presently unknown to Plaintiff but who are potentially liable to Plaintiff for the acts alleged herein. These individuals, entities, or corporate entities are named herein as John Does, Jane Does, and XYZ Corporation | through 5, inclusive. Plaintiff will seek leave to amend this Complaint to allege their true names and capacities when ascertained. The jurisdiction of this Court is also founded on the Ohio Revised Code (O.R.C.) § 2307.381- § 2307.385. The statute recognizes corporations, like Carlstar, as persons for legal purposes. Given that Carlstar has conducted business within Summit County, Ohio, this Court has jurisdiction over the Defendant per the provisions of O.R.C. § 2307.382, which stipulates the conditions under which nonresident corporations may be subject to legal proceedings in the state. Summit County Court has proper subject matter jurisdiction over this case. The issues at hand involve the interpretation and enforcement of employment contracts, wrongful termination, and other employment-related disputes, which are matters within the purview of this Court. The Court has personal jurisdiction over Defendants, as the company has established minimum contacts within the state of Ohio by virtue of conducting business, employing residents like Clark, and entering into contracts enforceable in this jurisdiction. Ohio's long-arm statute, R.C. 2307.382, further supports the Court's personal jurisdiction, especially considering that Defendants’ actions caused tortious injury within Ohio and, in addition, they conducted business in Summit County Venue is appropriate in Summit County under Ohio Civ. R. 3, which stipulates 2 Tavia Galonski, Summit County Clerk of Courts CV-2024-02-0825 MCLAUGHLIN, KELLY 02/21/2024 10:50:54 AM cmMco, Page 3 of 56 that the proper venue lies in a county where at least one Defendant conducted activities that gave rise to these claims for relief. Clark's principal place of employment with Carlstar was in Summit County; his compensation was paid to him there, and his wrongful termination and the withholding of earned benefits occurred while he was employed in this county. Thus, the venue is appropriately situated in Summit County. FACTUAL BACKGROUND 10. On or about May 8, 2015, a comprehensive Employment Agreement (a copy of the Agreement is attached hereto, marked “A” and incorporated herein by reference) was executed between Defendants and Clark. This Agreement outlined the terms of Clark's employment with Carlstar, including his position, base salary, a signing bonus, a structured annual bonus, options for equity co-investment, and a range of employee benefits. 11 The Defendants, at that time and continuing until termination, approved and allowed Clark to perform services in Ohio and allowed Clark’s home base to be in Ohio. 12. Central to the compensation package was an annual target bonus, set at 40% of Clark's base salary. This Bonus was contingent upon achieving certain predefined objectives. 13 Said objectives were met by Clark. 14 In accordance with section 2 (d) of Exhibit A “Employment Agreement", as part of Clark’s equity incentive, Clark was awarded shares in the Carlstar's Management Option Pool, which option pool included Clark’s and Jacob’s percentage interest. The management pool represented 10% of the total shares of The Carlstar Group. This allocation was designed to align Clark's long-term interests with Carlstar's growth and success. 15 Clark has 416.67 vested unit shares of the Management Option Pool. (A copy of the Agreement is attached hereto, marked “Exhibit B” and incorporated herein) Tavia Galonski, Summit County Clerk of Courts CV-2024-02-0825 MCLAUGHLIN, KELLY 02/21/2024 10:50:54 AM cmMco, Page 4 of 56 16. On or about July 31‘ 2020 a more detailed Incentive Unit Award Agreement executed between Clark and Carlstar was signed between all parties, further delineated the terms and conditions related to the Incentive Units options granted to Clark, reaffirming the CarlStar and Jacob’s commitment to reward his contributions. (Exhibit B) 17. The vesting ofthese Incentive Units was structured to align with Clark's continued contribution and tenure at Carlstar. 18 The 2020 Incentive Units agreement is based upon an LLC agreement that was fraudulently withheld, never provided, disclosed, or discussed with Clark, even after multiple requests from Clark for said document. 19. In or about August of 2018 and again in or about March 2020, Defendant Jacob, on behalf of Carlstar, orally promised Clark an equivalent one-year salary “Severance Bonus” in the event of his termination at Carlstar. 20. On or about March 23, 2023, recognizing Clark's increasing and substantial contributions, an additional Bonus Agreement was executed (a copy of the “Retention Bonus Agreement” is attached hereto, marked “Exhibit C” and incorporated herein by reference). 21 This Bonus Agreement was a testament to Clark’s successful meeting of the performance standards, objectives of Carlstar and their desire to keep him. 22. On signing Clark’s Bonus Agreements in March of 2023, Jacob falsely reaffirmed Clark that Clark would receive not only his Severance Bonus, but also falsely assured Clark he would receive the Annual Target Bonus, the Retention Bonus, along with the Incentive Units because of Clark’s superior performance through the years, if Clark agreed to continue his employment with Carlstar through December 2023. 23 By early 2020, Defendant Jacob knew that Clark’s performance would entitle Clark to substantial compensation under the Severance Bonus, Performance Bonus (Exhibit A), the Incentive Unit Bonus (Exhibit B), and the Retention Bonus Exhibit C). Jacob knew these earned bonuses would reduce his own bonuses. 24 Jacob knew, before offering the bonus agreements, on or about March 2023, that he and Carlstar could avoid paying the bonuses if Clark was terminated prior to the 4 Tavia Galonski, Summit County Clerk of Courts CV-2024-02-0825 MCLAUGHLIN, KELLY 02/21/2024 10:50:54 AM cmMco, Page 5 of 56 end of 2023. 25 Defendants knew that, at that time, they would financially benefit from this termination and failure to pay bonuses and honor Incentive units. 26. Jacob understood and recognized that Clark's performance not only met but exceeded the expectations of Carlstar and contributed significantly to the tangible and financial growth of Defendant Carlstar. 27. Thus, by September 1*t 2023 Clark had met all Bonus Agreement financial goals, objectives and had earned the Bonuses put forward in his Agreements and, together with the unit shares that had vested as per exhibit B, which is valued at approximately $1,500,000. 28 However, on September 18, 2023, without notice, Clark was abruptly and without “just cause” terminated from his employment at Carlstar by Jacob. 29. The reason provided by Jacob, was Jacob believed that Clark was too “negative”. 30. The State of Ohio Department of Job and Family Services made a determination on or about November 1‘, 2023, that Carlstar’s basis for termination was “without just cause.” (A copy of the Unemployment Determination Form is attached hereto, marked “Exhibit D” and incorporated herein by reference) 31 A Separation Agreement was delivered to Clark on September 18, 2023 and modified on September 21 2023 by Defendants (a copy of the Separation Agreement is attached hereto, marked “Exhibit E” and incorporated herein by reference). 32. This Agreement outlined a severance payment of $47,540.40, finalized Clark's employment termination, and unfairly valued his 416.67 vested unit shares at a “fair market value” of $0. 33 This Agreement contradicts the terms of previous Employment Agreements and Incentive Agreements. These conditions were significantly different from the stipulations in his Employment Agreement, Bonus Agreement, Severance Agreement, and Incentive Unit Award Agreements. 34, Defendants refused to honor the terms of the Agreements previously entered into with Clark (Exhibits A, B, and C). 35 Specifically, Defendants fraudulently refused to pay earned bonuses and 5 Tavia Galonski, Summit County Clerk of Courts CV-2024-02-0825 MCLAUGHLIN, KELLY 02/21/2024 10:50:54 AM cmMco, Page 6 of 56 fraudulently attempted to buy back the Incentive Units at the “fair market value of $0”. 36. The fair market value is fraudulent given the circumstances. Upon information and belief, it has come to the Plaintiff's attention that Carlstar is currently engaged in negotiations for the sale of the company, with discussions reportedly exceeding the substantial sum of $385,000,000. 37. These actions not only deprived Clark of his rightful compensation but also represented a blatant breach of the contractual terms in the agreements agreed to previously by all parties. 38 Based on information and belief, on or about January 2024, an agent of Carlstar, Ashish Goel, contacted Clark's perspective and future employer in an attempt to purposefully interfere with Clark’s future employment. LEGAL CLAIMS FIRST CAUSE OF ACTION: FRAUD AGAINST DEFENDANTS FOR INCENTIVE UNITS BUYBACK SCHEME 39. Plaintiff incorporates by reference all allegations made as set forth in paragraphs 1 through 38 as if fully rewritten herein. 40. On or about July 31, 2020, Defendants and Plaintiff entered into an agreement vesting 416.67 units shares of Carlstar to Clark (See Exhibit B) 4l This agreement states that 10% of the Carlstar Incentive units were at that time valued at $14,851,320. (See Exhibit B section 2 (a)) 42 Defendants on or about September 21, 2023, claim in a separation agreement that “the Company is exercising its option to purchase your (Clark’s) vested Incentive Units for Fair Market Value of $0. (See Exhibit E section 4) 43 Defendants, on or about September 21, 2023, attempted to value the shares of all the management pool Incentive units of Carlstar “at a fair market value of $0” (See Exhibit E section 4) 44 Based on information and belief, Carlstar is in a sales agreement with a third party to sell the company in excess of $385,000,000. 6 Tavia Galonski, Summit County Clerk of Courts CV-2024-02-0825 MCLAUGHLIN, KELLY 02/21/2024 10:50:54 AM cmMco, Page 7 of 56 45. Based on information and belief, the estimated value of the management Incentive Shares would be around $22,500,000. 46. Defendants knew at the time they attempted to buy back Clark’s share the fair market value was not $0 but in excess of $700,0000. 47 Clark suffered damages as a direct result of Defendants’ misrepresentations, fraud, and omissions, including but not limited to the value of his vested Incentive Units and/or rights to said Incentive Units. Defendants’ actions constitute fraudulent misrepresentation, deceit, and fraudulent concealment, which entitle Clark to relief. Clark demands judgment against Defendants for compensatory and punitive damages, attorney's fees, and costs as appropriate, as well as any other relief this Court deems just and proper. SECOND CAUSE OF ACTION: FRAUD AGAINST DEFENDANTS FOR BONUS AGREEMENTS AND INCENTIVE UNITS 48, Plaintiff incorporates by reference all allegations made as set forth in paragraphs 1 through 47 as if fully rewritten herein. 49 Defendants, acting individually and through their agents, made material misrepresentations and/or omissions to induce Plaintiff into continuing his employment with Defendant Carlstar, including but not limited to representations regarding the payment of Retention Bonus in 2023 (Exhibit C), reaffirming Annual Target Bonus (Exhibit A) in 2023, reaffirming the Severance Bonus, and Incentive Units Bonus in July of 2020 (Exhibit B). 50. Specifically, Jacob and Carlstar intentionally misrepresented Clark when he entered into the Incentive Pool Agreement on July 1*, 2020, and the retention Bonus Agreement on March 17, 2023, that Clark would receive bonuses and would be given ownership Incentive Units with value as part of his compensation for continued performance and improvement of the company. 51 Defendants intentionally and falsely represented that Clark would be entitled to a Bonus, and Incentive Units, which Clark reasonably relied upon when accepting and continuing his employment with Defendant Carlstar. 52. Defendants made these representations knowing they were false at the time 7 Tavia Galonski, Summit County Clerk of Courts CV-2024-02-0825 MCLAUGHLIN, KELLY 02/21/2024 10:50:54 AM cmMco, Page 8 of 56 they were made. Defendants had no intention of paying the bonuses or the value of the Incentive Unit Shares when the Agreements were made. 53 Defendants made these false representations to keep Plaintiff from ending his employment with Carlstar, so that Carlstar would continue making record profits from his work with the intention of terminating him before paying out the bonuses and value of Incentive Units. 54. Jacob knew that not paying out the Bonuses and Incentive Units promised to Clark would create a higher level of profitability for Carlstar. This profitability would directly benefit Defendants through their Bonus and/or Employment Agreements, and Incentive Units Agreement based on the profitability of Defendant Carlstar, and increased Units 55 Ten Percent (10%) of Carlstar incentive unit shares are pooled for management, valued in July 2020 to be $14,851,320.00 (See Exhibit A section 2. (b) ) 56. Currently, based on information and belief, the company is in negotiations to be sold for about $385,000,000. 57. Clark was promised his Unit shares. They had fully vested on or before November 1 2019 (See Exhibit A Section 3). 58, Defendant Jacob, as CEO, gets a financial benefit of having the Incentive Units of Plaintiff Clark returned to the pool as his percentage of the Incentive unit and/or its value rises. Jacob knew that Carstar would not pay out the Incentive units when they were promised to Clark on or about July 31%, 2020 (See Exhibit B), and he would benefit from this. 59. Defendant Jacob and Carlstar knew Clark’s hard work would increase the value of Jacob’s Incentive units and profitability of Carlstar. 60. Defendants, whether during the initial agreement negotiations or subsequent interactions, assurance and reassurances to Clark regarding the continuity of his benefits, harbored the intent to terminate Clark prior to the disbursement of earned bonuses and Incentive Units. This intent persisted despite the false promises that were made within the agreements and orally regarding the fulfillment of these benefits, and Clark relied on these assurances and reassurances, Tavia Galonski, Summit County Clerk of Courts CV-2024-02-0825 MCLAUGHLIN, KELLY 02/21/2024 10:50:54 AM cmMco, Page 9 of 56 61 . Carlstar's and Jacob’s vague and unsubstantiated justification of “negativity” for Clark’s termination lacks the concrete evidence typically required for legitimate dismissal, suggesting a pretextual motive. 62. There is a notable lack of documented evidence or factual allegations to support the claim of “negativity”, pointing towards the termination being motivated by other, undisclosed reasons. The State of Ohio unemployment has already determined the termination to be “Without Just Cause” (See Exhibit D) 63 The evidence suggests that the real impetus for Clark's termination was to allow Defendant Jacob as CEO to improve the value of his Incentive Units by buying back all of Plaintiff's Incentive Units at the self-declared fair market value of $0 and allowing that portion of the Incentive Units to come back into the Pool for the upper-level management, that should have been paid to Clark. 64. Clark’s position was not replaced nor was a new party for the position was hired. 65 Clark relied upon the representations regarding the Retention Bonus, Incentive Unit Bonus, and Severance Bonus as inducements to perform and to refrain from seeking alternative employment. 66. Defendants were aware, at the time of making said promises, that they were misleading and harbored the intention to terminate Clark with the aim of nullifying all accrued Bonuses and Incentives. 67. Clark suffered damages as a direct result of Defendants’ misrepresentations and omissions, including but not limited to the deprivation of the earned bonuses, the value of his vested Incentive Units, and/or rights to said Incentive Units. 68. Defendants’ actions constitute fraudulent misrepresentation, deceit, and fraudulent concealment, which entitle Clark to relief. Clark demands judgment against Defendants for compensatory and punitive damages, attorney's fees, and costs as appropriate, as well as any other relief this Court deems just and proper. Tavia Galonski, Summit County Clerk of Courts CV-2024-02-0825 MCLAUGHLIN, KELLY 02/21/2024 10:50:54 AM cmMco, Page 10 of 56 THIRD CAUSE OF ACTION: BREACH OF CONTRACT 69. Plaintiff incorporates by reference all allegations made as set forth in paragraphs 1 through 68 as if fully rewritten herein. 70. Clark’s breach of contract claims is grounded in the existence of multiple agreements with Carlstar, including the Employment Agreement (Exhibit A), the oral Separation Agreement, the Incentive Units Agreement (Exhibit B), and The Bonus Agreement (Exhibit C). These documents, signed or agreed to by all parties, constitute legally binding contracts under Ohio law. 71 In accordance with Ohio employment contract law, Clark fulfilled his obligations under these Agreements. His performance was consistent with the contractual terms, marked by the benefits and increase in Carlstar's growth and profitability. 72. Based on Clark’s wrongful termination, Clark contends that Carlstar breached these contracts in several respects. The Separation Agreement was not honored, the Employment Agreement (Exhibit A), the agreed Severance Pay of one year’s salary was breached when not paid upon termination, the Incentive Units Agreement (Exhibit B) was violated due to non-adherence to its vesting and distribution terms, and the Retention Bonus (Exhibit C) was breached when Carlstar failed to pay the agreed bonuses. 73 Clark incurred substantial financial losses due to Carlstar's breaches are: one- year severance in excess of $25,000, a vested EBIT bonus in excess of $25,000, a Retention Bonus of $75,000, his Incentive shares valued at least $700,000 at the time of termination and in excess of $25,000 in other damages. FOURTH CAUSE OF ACTION: PROMISSORY ESTOPPEL 74, Plaintiff incorporates by reference all allegations made as set forth in paragraphs 1 through 73 as if fully rewritten herein. 75 The Bonus Agreements (Exhibit A) Severance Agreement, Incentive Unit (Exhibit B), and Agreement, Retention Bonus (Exhibit C) between Clark and Carlstar, contained explicit promises regarding compensation. These promises were based 10 Tavia Galonski, Summit County Clerk of Courts CV-2024-02-0825 MCLAUGHLIN, KELLY 02/21/2024 10:50:54 AM cmMco, Page 11 of 56 on specific performance metrics and employment milestones, forming the basis of Clark’s expectations and reliance. 76. Clark’s reliance on the promised compensation and benefits were both reasonable and foreseeable, given the explicit terms of the agreements. Clark’s career, professional experience, financial planning, and Clark’s professional commitments were influenced by the expectation of receiving these contractual benefits. 77 Carlstar, by virtue of entering into these agreements and Clark’s performance, had a reasonable expectation that Clark would rely on the promises made. This reliance was not only foreseeable but also desired by Carlstar to motivate and retain Clark as an employee. 78 Following Clark’s wrongful termination, Defendants refused to fulfill these promises. Notably, Carlstar failed to pay the agreed bonus and arbitrarily reduced the value of Clark's Incentive Units options to zero, contravening the terms of the Incentive Unit Agreement. 79. Additionally, Clark’s severance pay, as stipulated in the Separation Agreement, was denied by Carlstar, further evidencing the breach of promise. 80. Based on the principles of promissory estoppel, Defendants should be legally barred (estopped) from denying Clark the Bonuses and Incentive Units that were explicitly promised, as Clark's reliance on these promises was to his detriment. 81 Carlstar should be estopped from devaluing Clark’s Incentive Units shares. The arbitrary reduction in their value is a breach of the clear promises made to Clark and upon which he has relied. 82. Carlstar should be estopped from refusing to pay the severance amount agreed upon in the Separation Agreement. Clark's reasonable expectation and reliance on receiving this severance amount justify the application of promissory estoppel. 83 As a direct result of Defendant’s action, Plaintiff suffered damages in excess of $25,000. ll Tavia Galonski, Summit County Clerk of Courts CV-2024-02-0825 MCLAUGHLIN, KELLY 02/21/2024 10:50:54 AM cmMco, Page 12 of 56 FIFTH CAUSE OF ACTION: BREACH OF THE COVENANT OF GOOD FAITH AND FAIR DEALING 84. Plaintiff incorporates by reference all allegations made as set forth in paragraphs 1 through 83 as if fully rewritten herein. 85 When Defendants attempted to place a fair market value of the Incentive Units at $0 and not pay out promised compensation. It was done in bad faith with ill-will akin to fraud in an attempt to profit themselves. 86. Defendants’ actions in depriving Clark of the benefits he was entitled to under the Agreements represent a breach of good faith. By denying Clark the compensation and benefits explicitly agreed upon, and taking said benefits to befit themselves, Carlstar and Jacob displayed conduct that is contrary to the principles of good faith and fair dealing. 87. Specifically, in the Incentive Units Agreement, Defendants’ act of reducing the value of Clark's Incentive Units shares to zero following his without cause termination and attempting to force a buyback of Clark’s unit share, can be construed as fraudulent. 88 The decision to nullify the value of Clark's Incentive Units shares appears to be a unilateral and discretionary action by Defendants. 89. Similarly, under the Bonus Agreement, Carlstar's outright denial of Clark’s earned bonuses, without any valid or justified reason, is indicative of bad-faith conduct. This denial deprives Clark of the expected financial benefits of his employment and earned income. 90. Collectively, Defendant’s actions in failing to honor the Incentive Units Agreement and the Bonus Agreement amount to two distinct counts of breach of the covenant of good faith and fair dealing. These actions not only represent breaches of specific contractual terms but also demonstrate a pattern of conduct that is fundamentally opposed to the concept of fair and honest dealing expected in contractual relationships. 91 Defendants’ actions in depriving Clark of his contractual benefits, particularly in 12 Tavia Galonski, Summit County Clerk of Courts CV-2024-02-0825 MCLAUGHLIN, KELLY 02/21/2024 10:50:54 AM cmMco, Page 13 of 56 the context of the Incentive Units Agreement and the Bonus Agreements, demonstrate a breach of the covenant of good faith and fair dealing, causing damages in excess of $25,000. 92. This breach is characterized by actions that go beyond simple contract violations, showing elements of bad faith, dishonesty, and a deliberate attempt to injure Clark's contractual rights, as understood under Ohio contract law and principles established in relevant case law. Thus, the Plaintiff should be awarded attorney fees, punitive damages, along with all actual and consequential damages, cost, and interest from the date of termination. SIXTH CAUSE OF ACTION: UNJUST ENRICHMENT 93 Plaintiff incorporates by reference all allegations made as set forth in paragraphs 1 through 92 as if fully rewritten herein. 94, Throughout his employment with Carlstar, Clark significantly enhanced Carlstar’s financial standing, contributing to significant profits through various strategic initiatives and negotiations. 95 Clark’s pricing strategy adjustments increased profitability. His approach to maintaining or raising prices resulted in a large increase in year-over-year EBIT. 96. Clark, through his diligent work, earned the bonus promised as he met production and revenue goals set out in the Bonus Agreement, but Carlstar refused to pay the earned bonus. (See Exhibit A and C) 97. Clark’s strategic decisions resulted in a large reduction in SG&A in 2023 and improved operational efficiency without compromising performance. 98 Clark's experience in the management of a diverse global team highlighted his leadership skills and contribution to Carlstar's success, as evidenced by a remarkable Retention rate and effective personnel strategies. 99. Clark made several other tangible contributions to Carlstar that enhanced Carlstar’s market position and profitability. 100. Carlstar was fully aware of the substantial benefits Clark brought to, quantifiable in millions of dollars, excluding additional growth opportunities. 13 Tavia Galonski, Summit County Clerk of Courts CV-2024-02-0825 MCLAUGHLIN, KELLY 02/21/2024 10:50:54 AM cmMco, Page 14 of 56 101. Allowing Carlstar to retain the benefits of Clark’s contributions without compensating him constitutes a grave injustice, as it ignores the value and impact of his work and creates unjust enrichment. 102. By denying Clark the compensation he rightfully earned while retaining the benefits of his contributions, Carlstar has been unjustly enriched at Clark’s expense in excess of $25,000. SEVENTH CAUSE OF ACTION: TORTIOUS INTERFERENCE WITH A. CONTRACT 103 Plaintiff incorporates by reference all allegations made as set forth in paragraphs 1 through 102 as if fully rewritten herein. 104, On January 18, 2024, Clark, in compliance with unemployment guidelines and during Rule 408 settlement negotiations, informed Carlstar of his new employment arrangement, which he entered into via an oral contract. This contract, recognized as valid in Ohio law, represents a mutual agreement between Clark and his new employer. 105. Based on information and belief, on or about January 19, 2024, in what constituted a deliberate act of interference as defined under Ohio tort law, Ashish Goel and Defendant Jacob, acting separately, but on behalf of Carlstar, contacted Clark's new employer. 106. Based on information and belief, this contact was designed to advise Clark's new employer that Clark had been terminated by Carlstar, and Ashish and Jacob were not attempting to promote Clark as a good employee, but to disrupt his contract negotiations. 107 These actions align with the legal definition of intentional interference, whereby a third party knowingly interferes with a contractual relationship. 108 As a direct outcome of Defendant’s actions, Clark suffered potential financial damages exceeding $25,000. 14 Tavia Galonski, Summit County Clerk of Courts CV-2024-02-0825 MCLAUGHLIN, KELLY 02/21/2024 10:50:54 AM cmMco, Page 15 of 56 EIGHT CAUSE OF ACTION: DECLARATORY JUDGMENT 109. Plaintiff incorporates by reference all allegations made as set forth in paragraphs 1 through 108 as if fully rewritten herein 110. Clark hereby seeks a declaratory judgment from this Court, in order to resolve the following justiciable controversy. 111. Clark, as an employee of Carlstar, was granted certain Incentive Unit Shares as part of his compensation package pursuant to an Employment Agreement entered between the parties (See Exhibit B) 112. Pursuant to the terms and conditions of the Employment Agreement, the Incentive Unit Shares granted to Plaintiff Clark vested in 2019 in accordance with the provisions set forth therein. 113. Plaintiff Clark alleges that, under the terms of the Employment Agreement and applicable law, he is the rightful owner of the vested incentive shares, and Defendants do not have the authority to unilaterally buy back or repurchase these Incentive Unit Shares for $0. 114. A justiciable controversy exists between Clark and Carlstar as to the ownership and rights associated with the vested Incentive Unit Shares. 115. Specifically, Clark does not believe that Carlstar has the legal authority to buy back or repurchase said shares for $0 as that is not a fair market value. 116. Clark respectfully requests that this Court issue a declaratory judgment in his favor, declaring: A) That Clark is the rightful owner of the vested Incentive Unit Shares granted to him pursuant to the Employment Agreement; B) That Carlstar does not possess the legal right or authority to unilaterally buy back or repurchase the vested Incentive Unit Shares for $0 or a diminished value without Clark's express and voluntary consent or accounting, and C) That the court issue an order enjoining Defendants from transferring Clark’s vested Incentive Units Shares without his express permission. (Based on information and belief that Carlstar is in negotiations to sell the company) 117. Clark further requests any additional relief, costs, and attorney's fees to which he may be entitled. 15 Tavia Galonski, Summit County Clerk of Courts CV-2024-02-0825 MCLAUGHLIN, KELLY 02/21/2024 10:50:54 AM cmMco, Page 16 of 56 PRAYER FOR RELIEF The Plaintiff, Mr. Jacob Clark, respectfully requests that the Court grant the following relief, 1 One-Year Severance: Clark seeks to receive severance pay in the amount of $250,000. This figure aligns with the terms agreed upon in August 2018 and reaffirmed in March 2020, reflecting the severance compensation that he is entitled to as per the Separation Agreement plus cost and interest from the date of breach. 2023 Bonus: A bonus payment of at least $200,000 for the year 2023, calculated based on 40% of his annual salary, with a 200% multiplier plus statutory interest from the date of termination, attorney fees, and cost. (Exhibit A) Incentive Shares Compensation: Just and fair Compensation for Clark's 416.67 Incentive Unit Shares, or said Unit Shares turned over to Clark plus interest from the date of termination at the statutory rate, cost, and attorney fees. (Exhibit B) 2023 Retention Bonus: Clark requests the Retention Bonus of $75,000, which was promised to him in April 2023 pursuant to the 2023 Bonus Agreement (Exhibit C), plus interest from the date of termination at the statutory rate, cost, and attorney fees. Declaratory Judgment: An order from the Court declaring that the Incentive Unit Shares have vested, and they cannot be bought back at an unfair value without accounting or proof of value and consent. Emotional Distress Damages: Clark can seek compensation for emotional distress and mental anguish caused by the wrongful termination in excess of $25,000 Healthcare Benefits: Compensation for the loss of healthcare benefits, including medical, dental, and vision insurance, during the period of wrongful termination. Attorney’s Fees and Court Costs: Clark also seeks compensation for attorney’s fees incurred in the pursuit of this legal action, plus interest on the awarded 16 Tavia Galonski, Summit County Clerk of Courts CV-2024-02-0825 MCLAUGHLIN, KELLY 02/21/2024 10:50:54 AM cmMco, Page 17 of 56 amounts at the statutory interest rate from the date of each respective breach. Punitive damages: In addition to the aforementioned damages, Clark seeks punitive damages as allowed by applicable law. These punitive damages are intended to punish the defendant for their wrongful actions and serve as a deterrent to prevent similar misconduct in the future. The amount of punitive damages will be determined by the court, taking into consideration the severity of the defendant's misconduct and their financial capacity. The Plaintiff respectfully submits this prayer for relief to the Court, seeking just compensation and redress on all counts in the complaint, and other damages he has suffered. This relief is sought to address the financial and non-financial losses incurred as a result of Defendants’ actions and to ensure that Clark is made whole for the commitments and contributions he made during his tenure with the company and any damages suffered from interfering with his future employment opportunities in the above manner and in any manner the court finds fair and just. Respectfully submitted, Doni) & FH8 Daniel E. Thiel (0082869) Attorney for Plaintiff Law Office of Daniel Thiel, LLC P.O. Box 806 Westfield Center, Ohio 44251-0806 (216) 452-9144 Daniel@DanielThiel.com JURY DEMAND Plaintiff demands a trial by a jury as to all issues presented herein. 9) 0¢@ Daniel E. Thiel (0082869) Attorney for Plaintiff 17 Tavia Galonski, Summit County Clerk of Courts CV-2024-02-0825 MCLAUGHLIN, KELLY 02/21/2024 10:50:54 AM cmMco, Page 18 of 56 EXHIBIT A 4 The Carlstar Group CONFIDENTIAL May 8, 2015 Mr. Thomas Clark Dear Thomas, | am pleased to offer you employment as Vice President of OEM Sales and Business Development for The Carlstar Group in Franklin, TN. This letter sets forth the terms and conditions of your employment. 1. Employment and Position. You will be employed on a full-time basis reporting to Laren Harmon, Executive Vice President of Sales. Your start date for this position will be July 13, 2015. The Carlstar Group and be responsible for the duties already reviewed with you and other duties as required to enable the Company to accomplish its mission. 2. Compensation and Incentive. ee (a) Base Salary. Your