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**** CASE NUMBER: 502024CA002531 XXXAMB Div: Al ****
Filing # 194308324 E-Filed 03/19/2024 10:27:27 AM
5174-2
IN THE CIRCUIT COURT OF THE 15TH
JUDICIAL CIRCUIT IN AND FOR PALM
BEACH COUNTY, FLORIDA
DEAN I. HOLZER and GASPARE CIRCUIT CIVIL DIVISION
BONGIORNO a/k/a GASPER
BONGIORNO, derivatively on behalf of CASE NO.:
QUEENAN LABORATORIES, LLC, a DIVISION:
dissolved Florida limited liability
company,
Plaintiffs,
Vv.
QUEENAN LABORATORIES, LLC, a
dissolved Florida limited liability
company, MARK QUEENAN d/b/a
BRU CHEMICAL a/k/a BRU
INNOVATIONS, and SHAUN M.
HUNTE d/b/a BRU CHEMICAL a/k/a
BRU INNOVATIONS,
Defendants.
/
COMPLAINT FOR INJUNCTIVE RELIEF AND DAMAGES
Plaintiffs, DEAN I. HOLZER and GASPARE BONGIORNO a/k/a GASPER
BONGIORNO (together, “Plaintiffs”), derivatively on behalf of QUEENAN
LABORATORIES, LLC, a dissolved Florida limited liability company, hereby sue
Defendants, QUEENAN LABORATORIES, LLC, a Florida limited liability
company, MARK QUEENAN d/b/a BRU CHEMICAL a/k/a BRU INNOVATIONS,
and SHAUN M. HUNTE d/b/a BRU CHEMICAL a/k/a BRU INNOVATIONS
(collectively, “Defendants”), and state and allege as follows:
PARTIES, JURISDICTION, AND VENUE
1 This is an action for injunctive relief and damages exceeding
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FILED: PALM BEACH COUNTY, FL, JOSEPH ABRUZZO, CLERK, 03/19/2024 10:27:27 AM
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$50,000.00, exclusive of interest, costs, and attorneys’ fees.
2 Plaintiff, Dean I. Holzer (“Holzer”), is an adult resident of Palm Beach
County, Florida, and is otherwise sui juris.
3 Plaintiff, Gaspare Bongiorno a/k/a Gasper Bongiorno (“Bongiorno”),
is an adult resident of Broward County, Florida, and is otherwise sui juris.
4 Defendant, Queenan Laboratories, LLC (“Q-Labs”), is a dissolved
Florida limited liability company that was duly organized and existed under the
laws of the State of Florida and that had its principal place of business in Citrus
County, Florida. The Company is joined to this derivative action as a nominal
Defendant. See Francini v. International Marble Trades, Inc., 546 So. 2d 777 (Fla.
3d DCA 1989).
5. Defendant, Mark Queenan (“Queenan”), is an adult resident of
Citrus County, Florida, and is otherwise sui juris. On information and belief, he
conducts business under the fictitious trade names, “Bru Chemical” and “Bru
Innovations.” Alternatively, he organized (or participated in organizing) one or
more business entities under the laws of states other than Florida under either
or both of those names and, on behalf of those entities, transacts business in, or
from within, the State of Florida on behalf of those entities.
6 Defendant, Shaun Hunte (“Hunte”), is an adult resident of Citrus
County, Florida, and is otherwise sui juris. On information and belief, he
conducts business under the fictitious trade names, “Bru Chemical” and “Bru
Innovations.” Alternatively, he organized (or participated in organizing) one or
more business entities under the laws of states other than Florida under either
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or both of those names and, on behalf of those entities, transacts business in, or
from within, the State of Florida on behalf of those entities.
7 Venue for this action is proper in Palm Beach County, Florida,
because Plaintiffs’ causes of actions accrued in Palm Beach County.
8 Prior to instituting this action, Plaintiffs have not made a demand
on Q-Labs, insisting that it take suitable action to enforce the company’s rights
as set forth in this Complaint, because such a demand would be futile,
impractical, unreasonable, or useless. See Telestrata, LLC v. NetTalk.com, Inc.,
2015 U.S. Dist. LEXIS 89164, at *3 (S.D. Fla. 2015) (citing Orlando Orange Groves
Co. v. Hale, 144 So. 674, 677 (1932)); see also Belcher v. Schilling, 309 So. 2d 32
(Fla. 3d DCA 1975); §605.0802, Fla. Stat. (2015). All other conditions precedent
to the commencement of this action, if any, have been satisfied, discharged, or
waived.
FACTS COMMON TO ALL COUNTS
9 Queenan is a scientist who invented Bru All Purpose Cleaner
(“Bru”)—a next generation, natural, sustainable, safe, environmentally friendly
cleaning product made from fermentation. However, he lacked the business
acumen, network, and start-up capital to bring Bru to market or to develop a
business through which to sell the product. Holzer and Bongiorno, on the other
hand, have extensive business knowledge, more than 60 years of combined
business experience, and a vast network of business and financial contacts who
have access to substantial capital.
10. In November 2022, Hunte introduced Plaintiffs to Queenan, and
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Queenan, Hunte, and the parties began negotiating terms of a potential business
venture under which Plaintiffs would provide capital contributions to a start-up
company (Q-Labs) in exchange for equity/ membership interests in the company.
Q-Labs was to sell Bru and other novel household and food industry consumer
cleaners, sanitizers, disinfectants, and agricultural plant protection products.
On information and belief, Queenan and Hunte conducted other business
ventures together prior to the parties’ negotiations regarding Q-Labs.
11. From November 18, 2022, and through December 21, 2022,
Queenan, Hunte, and Plaintiffs e-mailed each other regarding the terms of the
potential business arrangement and the manufacture and sale of the products
to be sold. In so doing, Queenan noted the trade secret character of Bru,
including its unique pH, color, odor, viscosity, and specific gravity, among other
things, and the need to enter a “trade secret non-disclosure agreement” with the
prospective manufacturer of the products—i.e., Tropical Labs. A true and correct
copy of the referenced e-mail correspondence is attached hereto as Exhibit “A.”
12. On December 5, 2022 (seven days after the parties began their initial
negotiations), Queenan organized Q-Labs by filing with the Florida Secretary of
State, Division of Corporations, Articles of Organization of Queenan
Laboratories, LLC, establishing its principal place of business at 8458 W. Anna
Gail Lane, Crystal River, Florida 33426 (Queenan’s personal residence). A true
and correct copy of the Articles of Organization is attached hereto as Exhibit
“Bo”
13. On December 11, 2022, Plaintiffs and Queenan entered a
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Memorandum of Understanding MOU (the “MOU”), a true and correct copy of
which is attached hereto as Exhibit “C.” Paragraph 2 of the MOU required that
Plaintiffs contribute $6,000.00 toward the startup costs of the venture, which
included funds needed to obtain a logo; label design, regulatory compliance, and
certifications; and a safety data sheet related to the products. In exchange,
Plaintiffs were to receive a 7.5% equitable/membership interest each in Q-Labs,
which was to occur when Plaintiffs paid the initial capital contribution to Q-Labs.
Paragraph 3 provided that each of Plaintiffs would receive an additional 2.5%
equitable share in Q-Labs after the first $5,000,000.00 in sales. Lastly,
paragraph 4 provided that Holzer and Bongiorno would be responsible for
sourcing outside funds from investors to fund the estimated $25,000,000.00
manufacturing costs of Q-Labs’ 16-ounce bottles of all-purpose surface cleaner.
14. On or before January 4, 2023, Plaintiffs paid the $6,000.00 initial
contribution to Q-Labs as required by the MOU. On the same day, the following
statement was added to the MOU: “Agreement complete. Actual
funding/commencement will be January 4, 2023.” Queenan and Holzer initialed
immediately beside the newly inserted language. Because of the capital
contribution, Plaintiffs became partial owners of Q-Labs and its assets, including
Bru and Q-Labs’ other intellectual property.
15. On April 7, 2023, Q-Labs filed with the Florida Secretary of State,
Division of Corporations, its Annual Report for 2023, which identified Holzer and
Bongiorno as authorized members of Q-Labs. A true and correct copy of the
2023 Annual Report is attached hereto as Exhibit “D.”
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16. On April 20, 2023, Queenan e-mailed Bongiorno, requesting that
Plaintiffs pay, in addition to the initial capital contribution, an invoice in the
amount of $2,000.00 for the filing of a trademark application with the United
States Patent and Trademark Office (“USPTO”) for the mark, “Bru & Bru Powered
by Fermentation.” A true and correct copy of the April 20, 2023 e-mail—which
contains an image of the invoice requested to be paid—is attached hereto as
Exhibit “E.” Plaintiffs not only paid the invoice, but also the testing costs for
Bru and other products that Q-Labs planned to market and sell.
17. As required by the MOU, Plaintiffs also spent significant time,
energy, and resources to procure investor funding for Q-Labs. These efforts
included introducing Q-Labs, Queenan, and Hunte to, and soliciting investments
from, Apollo Health and Beauty Care, Inc. (“Apollo”), one of the largest private
label and control label personal care manufacturers in Canada. On September
28, 2023, Plaintiffs traveled to Canada with Defendants to meet with Apollo and
present it with Q-Labs’ investment opportunities. The meeting and presentation
would not have occurred but for Plaintiffs’ efforts to secure investor funding as
required by the MOU. A true and correct copy of an e-mail chain concerning the
meeting is attached hereto as Exhibit “F.” Plaintiffs spent more than
$100,000.00 of their own personal funds on meals, entertainment, and
travel expenses creating business opportunities for Q-Labs!
18. On October 8, 2023—10 days after meeting with Apollo—Queenan,
on behalf of Q-Labs, and without Plaintiffs’ consent or knowledge, unilaterally
filed with the Florida Secretary of State, Division of Corporations, Articles of
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Dissolution to dissolve Q-Labs for the following purported reason: “No longer
want to use the company name. Will decide on a new name and file.” Queenan
certified in the Articles of Dissolution: “I/we submit this document and affirm
that the facts stated herein are true. I/we am/are aware that any false
information submitted in a document to the Department of State constitutes a
third-degree felony as provided for in section 817.155, Florida Statutes.”
Queenan’s certificate was false. A true and correct copy of the Articles of
Dissolution is attached hereto as Exhibit “G.”
19. Significantly, Queenan filed the Articles of Dissolution for Q-Labs
effective approximately 10 days after Plaintiffs and Defendants met with Apollo—
a blatant attempt to improperly remove Plaintiffs from the venture after they
procured the critical business partnership.
20. After unilaterally dissolving Q-Labs, Queenan and Hunte claim to
have formed a new successor entity named “Bru Chemical.” However, Plaintiffs
cannot find any corporate record in either Florida or any other State that
evidences the existence of such a business entity. Regardless, any such entity
would have been created for the purpose of continuing Q-Labs’ intended
business operations to the exclusion of Plaintiffs and, therefore, would be an
alter ego of Q-Labs, in which each of Plaintiffs would have a 7.5%
equity/membership interest. Pursuant to the MOU, Holzer and Bongiorno each
own a 7.5% equity/membership interest, for a total of 15% equity/membership
interest, in Q-Labs, Bru Chemical, and any related, existing, successor business
entities.
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21. During an in-person meeting on December 1, 2023, Queenan
disavowed the MOU, claiming that he somehow signed the MOU under duress
and, at the same time, that he signed the MOU only to get Plaintiffs’ money and
services. During the meeting, Queenan further informed Plaintiffs that Q-Labs
had been dissolved and no longer existed.
22. On December 6, 2023, Queenan and Hunte submitted a research
and development proposal to Apollo (the “Apollo Proposal”) to form a
partnership/joint venture between Bru Chemical and Apollo through which
Apollo would, among other things, pay each of Queenan and Hunte $4,000.00 a
week in consulting fees for “the successful development and market readiness of
the innovative chemical products.” A true and correct copy of the Apollo Proposal
is attached hereto as Exhibit “H.”
23. Hunte was directly involved in the negotiations with Apollo and was
often the point of contact between Q-Labs and Apollo. Indeed, from November
2023 through December 2023, Hunte regularly communicated with Apollo via e-
mail regarding product pricing and product samplings. A true and correct copy
of the e-mail communications is attached hereto as Exhibit “I.”
24. Queenan and Hunte concealed from Plaintiffs their plans to dissolve
Q-Labs and to form a new successor entity to operate the business for which Q-
Labs was formed—ie., marketing and selling Bru and related novel products.
25. On December 16, 2023, Queenan presented Plaintiffs with a
proposal in the form of an advisor profit sharing agreement (“1st PSA”), which
was a complete departure from the terms contemplated in the MOU. As
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proposed, the lst PSA was between Plaintiffs, as advisors (instead of as
members/partners), and Bru Chemical. Moreover, paragraph 1 of the 1st PSA
provided that Plaintiffs would receive 1% of the company’s net profits when
profits are between 0% and 15%, and 1.5% of the company’s net profits when
profits exceed 15%, and that Plaintiffs’ eligibility to share in the company’s profits
would not vest until the expiration of a year according to paragraph 3. Lastly,
paragraph 2 provided that the 1st PSA applied only to profits related to Apollo
and Apollo-affiliated transactions. A true and correct copy of the 1st PSA is
attached hereto as Exhibit “J.”
26. On December 20, 2023, Plaintiffs sent a demand letter to Q-Labs
and Queenan, demanding that Defendants both honor the MOU and confirm
that Plaintiffs’ legal and equitable share in Q-Labs continue with Defendants’
creation of any new entities that would be conducting essentially the same
business that Q-Labs was supposed to conduct. A true and correct copy of the
“K” Defendants did not
demand letter is attached hereto as Exhibit
substantively respond to the demand letter until January 8, 2024, as explained
in more detail below.
27. On or about January 4, 2024, Defendants launched a website using
the domain name “bruinnovations.com,” which advertises “sustainable
bioferments” and a “new category of chemicals” on behalf of “Bru Innovations.”
The domain name “bruchemical.com” redirects to “bruinnovations.com.”
28. On January 8, 2024, Queenan e-mailed Plaintiffs, indicating that
Defendants had formed an unidentified “Special Purpose Entity” with Apollo, the
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creation of which entity had been previously concealed from Plaintiffs. A true
and correct copy of the January 8, 2024 e-mail is attached hereto as Exhibit
“L
29. In the e-mail, Queenan presented a second profit sharing proposal
(the “2nd PSA”) to share profits generated by the unidentified Special Purpose
Entity. The January 8, 2024 e-mail further indicated that Defendants
anticipated selling the Special Purpose Entity, that Plaintiffs would be entitled to
a commission on the purported sale, and that Queenan and Hunte would receive
salaries capped at $250,000.00 for operating the Special Purpose Entity.
30. On January 15, 2024, Hunte posted on LinkedIn that he and his
“brilliant business partner Mark Queenan have been working tirelessly behind
the scenes to revolutionize the chemical industry” and that the unidentified
successor entity had recently “teamed up with the University of Florida to
introduce a sustainable fungicide to reshape the citrus industry in Florida.” A
true and correct copy of the LinkedIn post is attached hereto as Exhibit “M.”
31. On January 23, 2024, Queenan e-mailed Holzer, “We’re out,” and
explained that “you cannot force us to do business with [you],” notwithstanding
the MOU and Plaintiffs’ contributions. The January 23, 2024 e-mail also
explained “in particular [Holzer is Bongiorno’s] business partner in other
businesses and [Bongiorno] has a criminal record,” even though Bongiorno does
not have a criminal record.
32. On information and belief, Queenan and Hunte have received
distributions from Q-Labs and the unidentified successor entity (or entities)
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without distributing to Plaintiffs their share of distributions in accordance with
their proportionate ownership interest in Q-Labs and its intellectual property.
33. Defendants defrauded Plaintiffs through their formation and control
of the unidentified successor entity (or entities) and exclusion of Plaintiffs from
their business dealings with Apollo and other entities. Defendants’ fraudulent
scheme was to use Plaintiffs’ monetary and non-monetary contributions for both
their benefit and the benefit of the related, successor companies with no
intention of compensating Plaintiffs.
34. Plaintiffs have not received any distributions from the Q-Labs’
venture or any of the related successor entities’ ventures. Defendants failed to
use Plaintiffs’ funds to operate Q-Labs and, on information and belief, used the
funds either for their own benefit or to operate one or more successor, competing
business entities.
35. Plaintiffs have retained The Carlin Law Firm, PLLC to represent
them in this action and have agreed to pay a reasonable fee for the
representation.
COUNT 1
BREACH OF FIDUCIARY DUTY
(Against Defendant Queenan)
36. Plaintiffs adopt, restate, and incorporate by reference the allegations
in paragraphs 1 through 35.
37. This is an action for breach of fiduciary duty brought pursuant to
section 605.04091, Florida Statutes.
38. Queenan owed a fiduciary duty of loyalty and care to Plaintiffs and
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breached that duty in the following ways:
a. Failing to disclose to Plaintiffs his plans to dissolve Q-Labs and form
a new successor entity (or entities) after Q-Labs’ receipt of Plaintiffs
$6,000.00 and $2,000.00 contributions and other contributions;
Misappropriating Q-Labs’ business opportunities to himself and
Hunte or, in the alternative, a new successor entity (or entities);
Failing to distribute profits to Plaintiffs in accordance with their
equity/membership interest in Q-Labs as established by the MOU;
Obtaining business opportunities (including the partnership/joint
venture with Apollo) created by Plaintiffs as required by the MOU for
the benefit of Q-Labs and then diverting those opportunities to either
themselves or a newly formed business entity (or entities) organized
by either or both of Queenan and Hunte.
39. Because of Defendant’s breaches of his fiduciary duties, Plaintiffs
have been damaged.
WHEREFORE, Plaintiffs, Dean I. Holzer and Gaspare Bongiorno, demand
judgment against Defendant, Mark Queenan, for compensatory damages, lost
profits, prejudgment interest, court costs, and such other and further relief as
this Court deems just and proper.
COUNT 2
AIDING AND ABETTING BREACH OF FIDUCIARY DUTY
(Against Defendant Hunte)
40. Plaintiffs adopt, restate, and incorporate by reference the allegations
in paragraphs 1 through 35 and 37 through 39.
41. Hunte knowingly participated in Queenan’s breaches of fiduciary
duty.
42. As direct and proximate result of Queenan and Hunte’s concerted
action, Plaintiffs have been damaged.
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WHEREFORE, Plaintiffs, Dean I. Holzer and Gaspare Bongiorno, demand
judgment against Defendant, Shaun Hunte, for compensatory damages, lost
profits, prejudgment interest, court costs, and such other and further relief as
this Court deems just and proper.
COUNT 3
MISAPPROPRIATION OF TRADE SECRETS/
VIOLATION OF FLA. STAT. §§ 688.001, ET SEQ.
(Against Defendants Queenan and Hunte)
43. Plaintiff adopts, restates, and incorporates by reference the
allegations in paragraphs 1 through 35.
44, This is an action for injunctive relief and damages brought as
authorized by the Uniform Trade Secrets Act, §§ 688.001, et seq., Fla. Stat. (the
“Act’).
45. Q-Labs’ intellectual property, including Bru and related products,
constitutes trade secrets because the information derives independent economic
value from not being generally known to, and not being readily ascertainable by
proper means by, other persons who can obtain value from disclosure and use.
46. Q-Labs took all reasonable steps under the circumstances to
maintain the secrecy of its trade secrets. Nonetheless, in violation of the Act, its
trade secrets were misappropriated, and are continuing to be misappropriated,
by Queenan and Hunte, for the unlawful purpose of soliciting Q-Labs’ customers
and interfering with Q-Labs’ advantageous business relationships.
47. Because of such Defendants’ misappropriation of trade secrets,
Plaintiff has suffered damages.
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48. Because of Defendants’ misappropriation of Q-Labs’ trade secrets
was willful and malicious, Plaintiffs is entitled to recover its attorneys’ fees from
those Defendants under section 688.005, Florida Statutes.
WHEREFORE, Plaintiffs, Dean I. Holzer and Gaspare Bongiorno,
respectfully request that this honorable Court:
A Enter a temporary injunction against Defendants, Mark
Queenan and Shaun Hunte, enjoining them from continuing to misappropriate
Q-Labs’ trade secrets and utilizing the trade secrets to unlawfully solicit Q-Labs’
customers and interfere with Q-Labs’ advantageous business relationships,
including Q-Labs’ relationship with Apollo;
B Enter a permanent injunction against Defendants, Mark
Queenan and Shaune Hunte, enjoining them from continuing to misappropriate
Q-Labs’ trade secrets and utilizing the trade secrets to unlawfully solicit Q-Labs’
customers and interfere with Q-Labs’ advantageous business relationships,
including Q-Labs’ relationship with Apollo;
Cc Enter a Final Judgment for damages in favor of Plaintiffs and
against Defendants, Mark Queenan and Shaune Hunte, in an amount equal to
both: (i) the actual loss (including lost profits) and unjust enrichment caused by
such Defendants’ misappropriation; and (ii) the unjust enrichment caused by
the misappropriation that it is not taken into account in computing actual loss,
plus exemplary damages in an amount equal to the amount of the award made
under § 688.004(1), Fla. Stat.;
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D As authorized by § 688.005, Fla. Stat., award Plaintiffs their
reasonable attorneys’ fees that it incurs in bringing this action; and
E Award such other relief in law or equity that this Court deems
just and proper.
COUNT 4
CIVIL CONSPIRACY
(Against Defendants Queenan and Hunte)
49. Plaintiff adopts, restates, and incorporates by reference the
allegations in paragraphs 1 through 35.
50. In or around December 2022 or January 2023, Queenan and Hunte
agreed that they would dissolve Q-Labs, organize a successor business entity to
the exclusion of Plaintiffs, and use that entity with Plaintiffs’ contributions and
Q-Labs’ intellectual property and trade secrets to undertake a partnership/joint
venture with Apollo and otherwise engage in business for which Q-Labs had been
organized.
51. Each instance of solicitation of Q-Labs’ business opportunities, and
each use of Q-Labs’ confidential information and trade secrets, is unlawful,
because it violates the Act and Florida common law.
52. As a result of the acts undertaken in furtherance of such
Defendants’ conspiracy, Plaintiffs have suffered damages.
WHEREFORE, Plaintiffs, Dean I. Holzer and Gaspare Bongiorno, demand
judgment against Defendants, Mark Queenan and Shaune Hunte, jointly and
severally, for compensatory damages, lost profits, prejudgment interest, costs,
and such other reliefin law or equity that this Court deems just and proper.
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COUNT 5
UNFAIR COMPETITION
(Derivatively against Defendants Queenan and Hunte)
53. Plaintiff adopts, restates, and incorporates by reference the
allegations in paragraphs 1 through 35.
54. To build and operate a competing business, Queenan and Hunte
exploited Plaintiffs’ business relationships and proprietary information and trade
secrets to which such Defendants were given access while employed for Q-Labs.
55. Because of these Defendants’ misappropriation of Q-Labs’ trade
secrets, Q-Labs can now no longer claim its trade secrets as proprietary.
56. Q-Labs spent significant time, money, and effort in developing its
client relationships, proprietary information, and trade secrets.
57. Queenan and Hunte utilized Q-Labs’ trade secrets as their own for
the creation of an identical competing company and failed to pay Q-Labs for the
use of Q-Labs’ trade secrets. These Defendants’ taking of this information and
subsequent use of it to compete with Q-Labs’ business was deceptive and
fraudulent and amounts to unfair competition.
58. Through their unfair competition, Queenan and Hunte have
proximately caused Plaintiff commercial damages, including lost profits.
WHEREFORE, Plaintiffs, Dean I. Holzer and Gaspare Bongiorno,
respectfully request that this honorable Court:
A Enter a temporary injunction against Defendants, Mark
Queenan and Shaun Hunte, enjoining them from continuing to misappropriate
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Q-Labs’ trade secrets and utilizing Q-Labs’ confidential information and trade
secrets to unfairly compete with Q-Labs;
B Enter a permanent injunction against Defendants, Mark
Queenan and Shaun Hunte, enjoining them from continuing to misappropriate
Q-Labs’ trade secrets and utilizing Q-Labs’ confidential information and trade
secrets to unfairly compete with Q-Labs;
Cc Enter a Final Judgment for damages in favor of Plaintiffs and
against Defendants, jointly and_ severally, for compensatory damages,
prejudgment interest, and costs caused by Defendants’ unfair competition;
D Award such other relief in law or equity that this Court deems
just and proper.
DEMAND FOR JURY TRIAL
59. Plaintiffs demand a trial by jury on all issues so triable.
DATED: March 19, 2024.
THE CARLIN LAW FIRM, PLLC
Attorneys for Plaintiffs,
Dean I. Holzer and Gaspare Bongiorno
One Financial Plaza
100 S.E. 3rd Avenue, Suite 1103
Fort Lauderdale, Florida 33394
Tel.: (954) 440-0901
Primary: eservice@carlinfirm.com
By: /s/ Justin C. Carlin
JUSTIN C. CARLIN, ESQUIRE
Fla. Bar No.: 068429
Sec. e-mail: jcarlin@carlinfirm.com
Ter. e-mail: mpanico@carlinfirm.com
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1/25/24, 3:15 PM mail.deimport.com/print/printmessage
RE: SPAM-LOW: RE: Revised MOU
12/21/22 3:38 PM
From: “dean@deimport.com"
To: “Mark Queenan" , “Shaun Hunte" ,
Grazi
S
Dean Holzer
D&E Import LLC
516-833-1540
www.deimport.com
From: "Mark Queenan"
Sent: 12/21/22 1:03 PM
To: , "Shaun Hunte™ ,
Subject: RE: SPAM-LOW: RE: Revised MOU
Good afternoon gents. After several revisions Tropical Labs legal is content with the language in the mutual NDA
that | crafted.
It is attached. | next will send formula with permissible percent range and chemical name according to each
chemical ingredient SDS sheets along
Blending procedures and Formula Specs, pH, Color, Odor, Viscosity, Specific Gravity, Etc. | haven't yet added a
natural flavor or scent.
I'll do that next week and bring to Jar Joy.
Thanks,
Mark
From: Mark Queenan
Sent: Tuesday, December 20, 2022 6:01 PM
To: 'dean@deimport.com' ; ‘Shaun Hunte’ ;
‘Bongiorno1974@yahoo.com'
Subject: RE: SPAM-LOW: RE: Revised MOU
https://mail.deimport.com/print/printmessage
Exhibit "A" 118
1/25/24, 3:15 PM mail.deimport.com/printiprintmessage
Your welcome.
< . >
From: dean@deim|
Sent: Tuesday, December 20, 2022 5:58 PM
To: Mark Queenan ; Shaun Hunte ;
conan RE: SPAM-LOW: RE: Revised MOU
Thanks Mark,
Please keep us posted Gents.
Regards,
Dean
Dean Holzer
D&E Import LLC
516-833-1540
www,.deimport.com
From: "Mark Queenan"
Sent: 12/20/22 5:43 PM
To: < in .com>, "Shaun Hunte™ ,
Subject: RE: SPAM-LOW: RE: Revised MOU
Hello team.
Quick update. | have been back and forth for the past 5 business days with Tropical Labs regarding the Trade
Secret NDA. Their legal counsel said they would
redline and send back for review. They never did and just recently asked me to revise into a mutual NDA with
language form the original NDA.
So | did and waiting for them to sign and get back to me. Then I can send the formula and we can get pricing.
Shaun have you been in touch with your design contact for logo creation pricing?
Thanks,
Mark
https://mail.deimport.com/print/printmessage 218
1/25/24, 3:15 PM. mail.deimport.com/prinUprintmessage
From: dean@deimport.com >
Sent: Tuesday, December 13, 2022 8:53 PM
To: Mark Queenan
Cc: Shaun Hunte ; Bongiorno1974@yahoo.com
Subject: Re: SPAM-LOW: RE: Revised MOU
10-4
On Dec 13, 2022 8:35 PM, Mark Queenan <, > wrote:
Hi Dean. | appreciate you having this NDA sent. I've already had —— Labs sign an NDA for the newly
formed company. | believe in addition we need a separate Trade Secret NDA that purely focuses on what the
legal Trade Secret protection definitions are and have them sign. I'm not home right now. When | get back I'll
forward and example.
Thanks,
Mark
Sent from my iPhone
| On Dec 13, 2022, at 6:17 PM, dean@deimport.com
wrote:
Hi Mark,
This one should do - please review to make sure it is to your liking, then customize away to fit
Regards,
Dean
Dean Holzer
D&E Import LLC
516-833-1540
www.deimport.com
https://mail.deimport.com/print/printmessage 318
1/25/24, 3:15 PM mail.deimport.com/print/printmessage
From: "Mark Queenan"
Sent: 12/13/22 4:35 PM
To: Shaun Hunte , Bongiorno1974@yahoo.com, dean@deimport.com
Subject: Re: SPAM-LOW: RE: Revised MOU
Hi Dean. Checking in to ask how the Trade Secret NDA is progressing.
Thanks,
Mark
Sent from my iPhone
| On Dec 12, 2022, at 1:11 PM, Shaun Hunte wrote:
Mark, can you wait until the 1st?
Shaun Hunte
Founder & CEO
Jar Joy
Cell - 203-309-7632
Work - 407-676-7152
Email - shaun@jarjoy.com
www. jarjoy.com
| On Dec 12, 2022, at 1:00 PM, Mark Queenan wrote:
Good afternoon gents.
Dean from me | need to have our Trademark statement and agreement signed by Tropical
Labs prior to sending.
Once | send he will run the formula through his reg team and they will send a quote.
This process will take 4 — 5 days. The other label certs that we want require $ and reviews
ad in addition require us to ensure they sign NDA and Trademark Secret addendum.
| want to do this right from a financial perspective and a Trademark Secret Protection.
https://mail.deimport.com/print/printmessage 48
1/25/24, 3:15 PM mail.deimport.com/print/printmessage
Thanks,
Mark
From: dean@deimy >
Sent: Monday, December MD, 2022 12:22 PM
To: Mark Queenan ; Bongiorno1974@yahoo.com;
Shaun Hunte
Subject: RE: SPAM-LOW: RE: Revised MOU
Hi Guys,
Definitely an attorney doc - will make a few calls so please stand by before sending. |'ll
check with Kevin first as | am sure he has one on file we can use.
What is the last "drop dead” date for you to receive the initial $6,000 from us? If at all
possible can we send it after the 1st? It is a tax thing - we need to avoid being invested in
another company and having your accountant and then each of ours have to prepare
additional docs. | have other ideas if you cannot wait until then, can alter MOU
accordingly, will call you to follow up shortly.
Regards,
Dean
Dean Holzer
D&E Import LLC
516-833-1540
www.deimport.com
From: "Mark Queenan”
Sent: 12/11/22 1:07 PM
To: ,
Sent: Friday, December 9, 2022 12:21 AM
To: ‘dean@deimport.com’ ; 'Bongiorno1974@yahoo.com'
Cc: ‘Shaun Hunte'
Subject: RE: SPAM-LOW: Revised MOU
https://mail.deimport.com/print/printmessage 6/18
1/25/24, 3:15 PM mail.deimport.com/prinUprintmessage
Hello Dean and Gasper.
| have revised our MOU according to your comments below; thanks for summarizing —
very helpful.
Please review to ensure it accurately captures our discussions.
| have filed and organized QUEENAN LABORATORIES LLC, in the State of Florida
(articles of organization attached).
| applied for and was given the company Employer Identification Number (attached).
| applied for our D&B number; they said it can take up to 30 days to receive. | can't see it
taking 30 days. | will forward as soon as it
arrives.
Our NAICS Code is 325612 Specialty Cleaning Chemicals. SIC number is 325612.
Queenan Laboratories address is:
8458 W Anna Gail Lane, Crystal River, FL 34429
| opened a Queenan Laboratories, LLC business checking account at TD Bank.
The ACH deposit numbers:
Routing Number - 067014822
Account Number - 3
| want to review the account with TD Bank one more time before sending funds.
Today at the bank they had a delay in setting up the online account. This should be
resolved by tomorrow.
The State of Florida requires that | file an annual report for Queenan Laboratories, LLC
between January 1 and May 1 of 2023.
When | do this | will add you two and Shaun to the company structure.
Thanks and let's talk soon.
Mark
From: < >
Sent: Tuesday, November 29, 2022 11:44 AM
https://mail.deimport.com/print/printmessage TAB
1/25/24, 3:15 PM mail.deimport.com/prinUprintmessage
To: Shaun Hunte
Ce: 'g; Bongiorno1974@yahoo.com
Subject: Re: SPAM-LOW: Revised MOU
Thanks Shaun,
Ok, so at the end of the day, we need $6k immediately to move forward. Our thoughts to
proceed now is as follows:
1. Note we accept the revised percentage schedule on the latest MOU. 15% now and
5% after first $5mil in sales works. Remember to remove the sales commissions for our
side while we are finalizing.
2. Adjust the MOU to a $6k contribution from our side. We will consider this part of the
start up costs for this new venture and upon receipt of funds our partnership will
commence.
3. You can add in that our side will be responsible for sourcing the funding needed for
production. This will be our responsibility, not our liability. As discussed in previous
meetings any of us can opt to fund for PO's and in return be compensated with interest for
doing so, but most likely this will be done with outside funds from the investors we bring
in.
4. Provide the exact company name, address, duns, and banking info to send the $6k to
on the MOU itself, then have it notarized and sent over. | will call you to verify all verbally
as well as the recent fraud happening in this world is making us jump through hoops to
add to ACH & Wire recipients to our portal (we will use ACH for this so please make sure
the routing number you provide is for ACH transfers).
5. We will send the transfer as soon as possible so you can get the ball rolling on the
back end.
6. Update us on dates of completion for the finished approved product so we can move
forward on our side.
Looking forward to our start!
Best regards,
Dean
Dean Holzer
D&E Import LLC
Preview
**** CASE NUMBER: 502024CA002531 XXXAMB Div: Al **** Filing # 194308324 E-Filed 03/19/2024 10:27:27 AM 5174-2 IN THE CIRCUIT COURT OF THE 15TH JUDICIAL CIRCUIT IN AND FOR PALM BEACH COUNTY, FLORIDA DEAN I. HOLZER and GASPARE CIRCUIT CIVIL DIVISION BONGIORNO a/k/a GASPER BONGIORNO, derivatively on behalf of CASE NO.: QUEENAN LABORATORIES, LLC, a DIVISION: dissolved Florida limited liability company, Plaintiffs, Vv. QUEENAN LABORATORIES, LLC, a dissolved Florida limited liability company, MARK QUEENAN d/b/a BRU CHEMICAL a/k/a BRU INNOVATIONS, and SHAUN M. HUNTE d/b/a BRU CHEMICAL a/k/a BRU INNOVATIONS, Defendants. / COMPLAINT FOR INJUNCTIVE RELIEF AND DAMAGES Plaintiffs, DEAN I. HOLZER and GASPARE BONGIORNO a/k/a GASPER BONGIORNO (together, “Plaintiffs”), derivatively on behalf of QUEENAN LABORATORIES, LLC, a dissolved Florida limited liability company, hereby sue Defendants, QUEENAN LABORATORIES, LLC, a Florida limited liability company, MARK QUEENAN d/b/a BRU CHEMICAL a/k/a BRU INNOVATIONS, and SHAUN M. HUNTE d/b/a BRU CHEMICAL a/k/a BRU INNOVATIONS (collectively, “Defendants”), and state and allege as follows: PARTIES, JURISDICTION, AND VENUE 1 This is an action for injunctive relief and damages exceeding -1- FILED: PALM BEACH COUNTY, FL, JOSEPH ABRUZZO, CLERK, 03/19/2024 10:27:27 AM HOLZER, ET AL. V. QUEENAN LABORATORIES, LLC, ET AL. Case No.: $50,000.00, exclusive of interest, costs, and attorneys’ fees. 2 Plaintiff, Dean I. Holzer (“Holzer”), is an adult resident of Palm Beach County, Florida, and is otherwise sui juris. 3 Plaintiff, Gaspare Bongiorno a/k/a Gasper Bongiorno (“Bongiorno”), is an adult resident of Broward County, Florida, and is otherwise sui juris. 4 Defendant, Queenan Laboratories, LLC (“Q-Labs”), is a dissolved Florida limited liability company that was duly organized and existed under the laws of the State of Florida and that had its principal place of business in Citrus County, Florida. The Company is joined to this derivative action as a nominal Defendant. See Francini v. International Marble Trades, Inc., 546 So. 2d 777 (Fla. 3d DCA 1989). 5. Defendant, Mark Queenan (“Queenan”), is an adult resident of Citrus County, Florida, and is otherwise sui juris. On information and belief, he conducts business under the fictitious trade names, “Bru Chemical” and “Bru Innovations.” Alternatively, he organized (or participated in organizing) one or more business entities under the laws of states other than Florida under either or both of those names and, on behalf of those entities, transacts business in, or from within, the State of Florida on behalf of those entities. 6 Defendant, Shaun Hunte (“Hunte”), is an adult resident of Citrus County, Florida, and is otherwise sui juris. On information and belief, he conducts business under the fictitious trade names, “Bru Chemical” and “Bru Innovations.” Alternatively, he organized (or participated in organizing) one or more business entities under the laws of states other than Florida under either -2- HOLZER, ET AL. V. QUEENAN LABORATORIES, LLC, ET AL. Case No.: or both of those names and, on behalf of those entities, transacts business in, or from within, the State of Florida on behalf of those entities. 7 Venue for this action is proper in Palm Beach County, Florida, because Plaintiffs’ causes of actions accrued in Palm Beach County. 8 Prior to instituting this action, Plaintiffs have not made a demand on Q-Labs, insisting that it take suitable action to enforce the company’s rights as set forth in this Complaint, because such a demand would be futile, impractical, unreasonable, or useless. See Telestrata, LLC v. NetTalk.com, Inc., 2015 U.S. Dist. LEXIS 89164, at *3 (S.D. Fla. 2015) (citing Orlando Orange Groves Co. v. Hale, 144 So. 674, 677 (1932)); see also Belcher v. Schilling, 309 So. 2d 32 (Fla. 3d DCA 1975); §605.0802, Fla. Stat. (2015). All other conditions precedent to the commencement of this action, if any, have been satisfied, discharged, or waived. FACTS COMMON TO ALL COUNTS 9 Queenan is a scientist who invented Bru All Purpose Cleaner (“Bru”)—a next generation, natural, sustainable, safe, environmentally friendly cleaning product made from fermentation. However, he lacked the business acumen, network, and start-up capital to bring Bru to market or to develop a business through which to sell the product. Holzer and Bongiorno, on the other hand, have extensive business knowledge, more than 60 years of combined business experience, and a vast network of business and financial contacts who have access to substantial capital. 10. In November 2022, Hunte introduced Plaintiffs to Queenan, and -3- HOLZER, ET AL. V. QUEENAN LABORATORIES, LLC, ET AL. Case No.: Queenan, Hunte, and the parties began negotiating terms of a potential business venture under which Plaintiffs would provide capital contributions to a start-up company (Q-Labs) in exchange for equity/ membership interests in the company. Q-Labs was to sell Bru and other novel household and food industry consumer cleaners, sanitizers, disinfectants, and agricultural plant protection products. On information and belief, Queenan and Hunte conducted other business ventures together prior to the parties’ negotiations regarding Q-Labs. 11. From November 18, 2022, and through December 21, 2022, Queenan, Hunte, and Plaintiffs e-mailed each other regarding the terms of the potential business arrangement and the manufacture and sale of the products to be sold. In so doing, Queenan noted the trade secret character of Bru, including its unique pH, color, odor, viscosity, and specific gravity, among other things, and the need to enter a “trade secret non-disclosure agreement” with the prospective manufacturer of the products—i.e., Tropical Labs. A true and correct copy of the referenced e-mail correspondence is attached hereto as Exhibit “A.” 12. On December 5, 2022 (seven days after the parties began their initial negotiations), Queenan organized Q-Labs by filing with the Florida Secretary of State, Division of Corporations, Articles of Organization of Queenan Laboratories, LLC, establishing its principal place of business at 8458 W. Anna Gail Lane, Crystal River, Florida 33426 (Queenan’s personal residence). A true and correct copy of the Articles of Organization is attached hereto as Exhibit “Bo” 13. On December 11, 2022, Plaintiffs and Queenan entered a -4- HOLZER, ET AL. V. QUEENAN LABORATORIES, LLC, ET AL. Case No.: Memorandum of Understanding MOU (the “MOU”), a true and correct copy of which is attached hereto as Exhibit “C.” Paragraph 2 of the MOU required that Plaintiffs contribute $6,000.00 toward the startup costs of the venture, which included funds needed to obtain a logo; label design, regulatory compliance, and certifications; and a safety data sheet related to the products. In exchange, Plaintiffs were to receive a 7.5% equitable/membership interest each in Q-Labs, which was to occur when Plaintiffs paid the initial capital contribution to Q-Labs. Paragraph 3 provided that each of Plaintiffs would receive an additional 2.5% equitable share in Q-Labs after the first $5,000,000.00 in sales. Lastly, paragraph 4 provided that Holzer and Bongiorno would be responsible for sourcing outside funds from investors to fund the estimated $25,000,000.00 manufacturing costs of Q-Labs’ 16-ounce bottles of all-purpose surface cleaner. 14. On or before January 4, 2023, Plaintiffs paid the $6,000.00 initial contribution to Q-Labs as required by the MOU. On the same day, the following statement was added to the MOU: “Agreement complete. Actual funding/commencement will be January 4, 2023.” Queenan and Holzer initialed immediately beside the newly inserted language. Because of the capital contribution, Plaintiffs became partial owners of Q-Labs and its assets, including Bru and Q-Labs’ other intellectual property. 15. On April 7, 2023, Q-Labs filed with the Florida Secretary of State, Division of Corporations, its Annual Report for 2023, which identified Holzer and Bongiorno as authorized members of Q-Labs. A true and correct copy of the 2023 Annual Report is attached hereto as Exhibit “D.” -5- HOLZER, ET AL. V. QUEENAN LABORATORIES, LLC, ET AL. Case No.: 16. On April 20, 2023, Queenan e-mailed Bongiorno, requesting that Plaintiffs pay, in addition to the initial capital contribution, an invoice in the amount of $2,000.00 for the filing of a trademark application with the United States Patent and Trademark Office (“USPTO”) for the mark, “Bru & Bru Powered by Fermentation.” A true and correct copy of the April 20, 2023 e-mail—which contains an image of the invoice requested to be paid—is attached hereto as Exhibit “E.” Plaintiffs not only paid the invoice, but also the testing costs for Bru and other products that Q-Labs planned to market and sell. 17. As required by the MOU, Plaintiffs also spent significant time, energy, and resources to procure investor funding for Q-Labs. These efforts included introducing Q-Labs, Queenan, and Hunte to, and soliciting investments from, Apollo Health and Beauty Care, Inc. (“Apollo”), one of the largest private label and control label personal care manufacturers in Canada. On September 28, 2023, Plaintiffs traveled to Canada with Defendants to meet with Apollo and present it with Q-Labs’ investment opportunities. The meeting and presentation would not have occurred but for Plaintiffs’ efforts to secure investor funding as required by the MOU. A true and correct copy of an e-mail chain concerning the meeting is attached hereto as Exhibit “F.” Plaintiffs spent more than $100,000.00 of their own personal funds on meals, entertainment, and travel expenses creating business opportunities for Q-Labs! 18. On October 8, 2023—10 days after meeting with Apollo—Queenan, on behalf of Q-Labs, and without Plaintiffs’ consent or knowledge, unilaterally filed with the Florida Secretary of State, Division of Corporations, Articles of -6- HOLZER, ET AL. V. QUEENAN LABORATORIES, LLC, ET AL. Case No.: Dissolution to dissolve Q-Labs for the following purported reason: “No longer want to use the company name. Will decide on a new name and file.” Queenan certified in the Articles of Dissolution: “I/we submit this document and affirm that the facts stated herein are true. I/we am/are aware that any false information submitted in a document to the Department of State constitutes a third-degree felony as provided for in section 817.155, Florida Statutes.” Queenan’s certificate was false. A true and correct copy of the Articles of Dissolution is attached hereto as Exhibit “G.” 19. Significantly, Queenan filed the Articles of Dissolution for Q-Labs effective approximately 10 days after Plaintiffs and Defendants met with Apollo— a blatant attempt to improperly remove Plaintiffs from the venture after they procured the critical business partnership. 20. After unilaterally dissolving Q-Labs, Queenan and Hunte claim to have formed a new successor entity named “Bru Chemical.” However, Plaintiffs cannot find any corporate record in either Florida or any other State that evidences the existence of such a business entity. Regardless, any such entity would have been created for the purpose of continuing Q-Labs’ intended business operations to the exclusion of Plaintiffs and, therefore, would be an alter ego of Q-Labs, in which each of Plaintiffs would have a 7.5% equity/membership interest. Pursuant to the MOU, Holzer and Bongiorno each own a 7.5% equity/membership interest, for a total of 15% equity/membership interest, in Q-Labs, Bru Chemical, and any related, existing, successor business entities. -7- HOLZER, ET AL. V. QUEENAN LABORATORIES, LLC, ET AL. Case No.: 21. During an in-person meeting on December 1, 2023, Queenan disavowed the MOU, claiming that he somehow signed the MOU under duress and, at the same time, that he signed the MOU only to get Plaintiffs’ money and services. During the meeting, Queenan further informed Plaintiffs that Q-Labs had been dissolved and no longer existed. 22. On December 6, 2023, Queenan and Hunte submitted a research and development proposal to Apollo (the “Apollo Proposal”) to form a partnership/joint venture between Bru Chemical and Apollo through which Apollo would, among other things, pay each of Queenan and Hunte $4,000.00 a week in consulting fees for “the successful development and market readiness of the innovative chemical products.” A true and correct copy of the Apollo Proposal is attached hereto as Exhibit “H.” 23. Hunte was directly involved in the negotiations with Apollo and was often the point of contact between Q-Labs and Apollo. Indeed, from November 2023 through December 2023, Hunte regularly communicated with Apollo via e- mail regarding product pricing and product samplings. A true and correct copy of the e-mail communications is attached hereto as Exhibit “I.” 24. Queenan and Hunte concealed from Plaintiffs their plans to dissolve Q-Labs and to form a new successor entity to operate the business for which Q- Labs was formed—ie., marketing and selling Bru and related novel products. 25. On December 16, 2023, Queenan presented Plaintiffs with a proposal in the form of an advisor profit sharing agreement (“1st PSA”), which was a complete departure from the terms contemplated in the MOU. As -8- HOLZER, ET AL. V. QUEENAN LABORATORIES, LLC, ET AL. Case No.: proposed, the lst PSA was between Plaintiffs, as advisors (instead of as members/partners), and Bru Chemical. Moreover, paragraph 1 of the 1st PSA provided that Plaintiffs would receive 1% of the company’s net profits when profits are between 0% and 15%, and 1.5% of the company’s net profits when profits exceed 15%, and that Plaintiffs’ eligibility to share in the company’s profits would not vest until the expiration of a year according to paragraph 3. Lastly, paragraph 2 provided that the 1st PSA applied only to profits related to Apollo and Apollo-affiliated transactions. A true and correct copy of the 1st PSA is attached hereto as Exhibit “J.” 26. On December 20, 2023, Plaintiffs sent a demand letter to Q-Labs and Queenan, demanding that Defendants both honor the MOU and confirm that Plaintiffs’ legal and equitable share in Q-Labs continue with Defendants’ creation of any new entities that would be conducting essentially the same business that Q-Labs was supposed to conduct. A true and correct copy of the “K” Defendants did not demand letter is attached hereto as Exhibit substantively respond to the demand letter until January 8, 2024, as explained in more detail below. 27. On or about January 4, 2024, Defendants launched a website using the domain name “bruinnovations.com,” which advertises “sustainable bioferments” and a “new category of chemicals” on behalf of “Bru Innovations.” The domain name “bruchemical.com” redirects to “bruinnovations.com.” 28. On January 8, 2024, Queenan e-mailed Plaintiffs, indicating that Defendants had formed an unidentified “Special Purpose Entity” with Apollo, the -9- HOLZER, ET AL. V. QUEENAN LABORATORIES, LLC, ET AL. Case No.: creation of which entity had been previously concealed from Plaintiffs. A true and correct copy of the January 8, 2024 e-mail is attached hereto as Exhibit “L 29. In the e-mail, Queenan presented a second profit sharing proposal (the “2nd PSA”) to share profits generated by the unidentified Special Purpose Entity. The January 8, 2024 e-mail further indicated that Defendants anticipated selling the Special Purpose Entity, that Plaintiffs would be entitled to a commission on the purported sale, and that Queenan and Hunte would receive salaries capped at $250,000.00 for operating the Special Purpose Entity. 30. On January 15, 2024, Hunte posted on LinkedIn that he and his “brilliant business partner Mark Queenan have been working tirelessly behind the scenes to revolutionize the chemical industry” and that the unidentified successor entity had recently “teamed up with the University of Florida to introduce a sustainable fungicide to reshape the citrus industry in Florida.” A true and correct copy of the LinkedIn post is attached hereto as Exhibit “M.” 31. On January 23, 2024, Queenan e-mailed Holzer, “We’re out,” and explained that “you cannot force us to do business with [you],” notwithstanding the MOU and Plaintiffs’ contributions. The January 23, 2024 e-mail also explained “in particular [Holzer is Bongiorno’s] business partner in other businesses and [Bongiorno] has a criminal record,” even though Bongiorno does not have a criminal record. 32. On information and belief, Queenan and Hunte have received distributions from Q-Labs and the unidentified successor entity (or entities) -10- HOLZER, ET AL. V. QUEENAN LABORATORIES, LLC, ET AL. Case No.: without distributing to Plaintiffs their share of distributions in accordance with their proportionate ownership interest in Q-Labs and its intellectual property. 33. Defendants defrauded Plaintiffs through their formation and control of the unidentified successor entity (or entities) and exclusion of Plaintiffs from their business dealings with Apollo and other entities. Defendants’ fraudulent scheme was to use Plaintiffs’ monetary and non-monetary contributions for both their benefit and the benefit of the related, successor companies with no intention of compensating Plaintiffs. 34. Plaintiffs have not received any distributions from the Q-Labs’ venture or any of the related successor entities’ ventures. Defendants failed to use Plaintiffs’ funds to operate Q-Labs and, on information and belief, used the funds either for their own benefit or to operate one or more successor, competing business entities. 35. Plaintiffs have retained The Carlin Law Firm, PLLC to represent them in this action and have agreed to pay a reasonable fee for the representation. COUNT 1 BREACH OF FIDUCIARY DUTY (Against Defendant Queenan) 36. Plaintiffs adopt, restate, and incorporate by reference the allegations in paragraphs 1 through 35. 37. This is an action for breach of fiduciary duty brought pursuant to section 605.04091, Florida Statutes. 38. Queenan owed a fiduciary duty of loyalty and care to Plaintiffs and -1l1- HOLZER, ET AL. V. QUEENAN LABORATORIES, LLC, ET AL. Case No.: breached that duty in the following ways: a. Failing to disclose to Plaintiffs his plans to dissolve Q-Labs and form a new successor entity (or entities) after Q-Labs’ receipt of Plaintiffs $6,000.00 and $2,000.00 contributions and other contributions; Misappropriating Q-Labs’ business opportunities to himself and Hunte or, in the alternative, a new successor entity (or entities); Failing to distribute profits to Plaintiffs in accordance with their equity/membership interest in Q-Labs as established by the MOU; Obtaining business opportunities (including the partnership/joint venture with Apollo) created by Plaintiffs as required by the MOU for the benefit of Q-Labs and then diverting those opportunities to either themselves or a newly formed business entity (or entities) organized by either or both of Queenan and Hunte. 39. Because of Defendant’s breaches of his fiduciary duties, Plaintiffs have been damaged. WHEREFORE, Plaintiffs, Dean I. Holzer and Gaspare Bongiorno, demand judgment against Defendant, Mark Queenan, for compensatory damages, lost profits, prejudgment interest, court costs, and such other and further relief as this Court deems just and proper. COUNT 2 AIDING AND ABETTING BREACH OF FIDUCIARY DUTY (Against Defendant Hunte) 40. Plaintiffs adopt, restate, and incorporate by reference the allegations in paragraphs 1 through 35 and 37 through 39. 41. Hunte knowingly participated in Queenan’s breaches of fiduciary duty. 42. As direct and proximate result of Queenan and Hunte’s concerted action, Plaintiffs have been damaged. -12- HOLZER, ET AL. V. QUEENAN LABORATORIES, LLC, ET AL. Case No.: WHEREFORE, Plaintiffs, Dean I. Holzer and Gaspare Bongiorno, demand judgment against Defendant, Shaun Hunte, for compensatory damages, lost profits, prejudgment interest, court costs, and such other and further relief as this Court deems just and proper. COUNT 3 MISAPPROPRIATION OF TRADE SECRETS/ VIOLATION OF FLA. STAT. §§ 688.001, ET SEQ. (Against Defendants Queenan and Hunte) 43. Plaintiff adopts, restates, and incorporates by reference the allegations in paragraphs 1 through 35. 44, This is an action for injunctive relief and damages brought as authorized by the Uniform Trade Secrets Act, §§ 688.001, et seq., Fla. Stat. (the “Act’). 45. Q-Labs’ intellectual property, including Bru and related products, constitutes trade secrets because the information derives independent economic value from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain value from disclosure and use. 46. Q-Labs took all reasonable steps under the circumstances to maintain the secrecy of its trade secrets. Nonetheless, in violation of the Act, its trade secrets were misappropriated, and are continuing to be misappropriated, by Queenan and Hunte, for the unlawful purpose of soliciting Q-Labs’ customers and interfering with Q-Labs’ advantageous business relationships. 47. Because of such Defendants’ misappropriation of trade secrets, Plaintiff has suffered damages. -13- HOLZER, ET AL. V. QUEENAN LABORATORIES, LLC, ET AL. Case No.: 48. Because of Defendants’ misappropriation of Q-Labs’ trade secrets was willful and malicious, Plaintiffs is entitled to recover its attorneys’ fees from those Defendants under section 688.005, Florida Statutes. WHEREFORE, Plaintiffs, Dean I. Holzer and Gaspare Bongiorno, respectfully request that this honorable Court: A Enter a temporary injunction against Defendants, Mark Queenan and Shaun Hunte, enjoining them from continuing to misappropriate Q-Labs’ trade secrets and utilizing the trade secrets to unlawfully solicit Q-Labs’ customers and interfere with Q-Labs’ advantageous business relationships, including Q-Labs’ relationship with Apollo; B Enter a permanent injunction against Defendants, Mark Queenan and Shaune Hunte, enjoining them from continuing to misappropriate Q-Labs’ trade secrets and utilizing the trade secrets to unlawfully solicit Q-Labs’ customers and interfere with Q-Labs’ advantageous business relationships, including Q-Labs’ relationship with Apollo; Cc Enter a Final Judgment for damages in favor of Plaintiffs and against Defendants, Mark Queenan and Shaune Hunte, in an amount equal to both: (i) the actual loss (including lost profits) and unjust enrichment caused by such Defendants’ misappropriation; and (ii) the unjust enrichment caused by the misappropriation that it is not taken into account in computing actual loss, plus exemplary damages in an amount equal to the amount of the award made under § 688.004(1), Fla. Stat.; -14- HOLZER, ET AL. V. QUEENAN LABORATORIES, LLC, ET AL. Case No.: D As authorized by § 688.005, Fla. Stat., award Plaintiffs their reasonable attorneys’ fees that it incurs in bringing this action; and E Award such other relief in law or equity that this Court deems just and proper. COUNT 4 CIVIL CONSPIRACY (Against Defendants Queenan and Hunte) 49. Plaintiff adopts, restates, and incorporates by reference the allegations in paragraphs 1 through 35. 50. In or around December 2022 or January 2023, Queenan and Hunte agreed that they would dissolve Q-Labs, organize a successor business entity to the exclusion of Plaintiffs, and use that entity with Plaintiffs’ contributions and Q-Labs’ intellectual property and trade secrets to undertake a partnership/joint venture with Apollo and otherwise engage in business for which Q-Labs had been organized. 51. Each instance of solicitation of Q-Labs’ business opportunities, and each use of Q-Labs’ confidential information and trade secrets, is unlawful, because it violates the Act and Florida common law. 52. As a result of the acts undertaken in furtherance of such Defendants’ conspiracy, Plaintiffs have suffered damages. WHEREFORE, Plaintiffs, Dean I. Holzer and Gaspare Bongiorno, demand judgment against Defendants, Mark Queenan and Shaune Hunte, jointly and severally, for compensatory damages, lost profits, prejudgment interest, costs, and such other reliefin law or equity that this Court deems just and proper. -15- HOLZER, ET AL. V. QUEENAN LABORATORIES, LLC, ET AL. Case No.: COUNT 5 UNFAIR COMPETITION (Derivatively against Defendants Queenan and Hunte) 53. Plaintiff adopts, restates, and incorporates by reference the allegations in paragraphs 1 through 35. 54. To build and operate a competing business, Queenan and Hunte exploited Plaintiffs’ business relationships and proprietary information and trade secrets to which such Defendants were given access while employed for Q-Labs. 55. Because of these Defendants’ misappropriation of Q-Labs’ trade secrets, Q-Labs can now no longer claim its trade secrets as proprietary. 56. Q-Labs spent significant time, money, and effort in developing its client relationships, proprietary information, and trade secrets. 57. Queenan and Hunte utilized Q-Labs’ trade secrets as their own for the creation of an identical competing company and failed to pay Q-Labs for the use of Q-Labs’ trade secrets. These Defendants’ taking of this information and subsequent use of it to compete with Q-Labs’ business was deceptive and fraudulent and amounts to unfair competition. 58. Through their unfair competition, Queenan and Hunte have proximately caused Plaintiff commercial damages, including lost profits. WHEREFORE, Plaintiffs, Dean I. Holzer and Gaspare Bongiorno, respectfully request that this honorable Court: A Enter a temporary injunction against Defendants, Mark Queenan and Shaun Hunte, enjoining them from continuing to misappropriate -16- HOLZER, ET AL. V. QUEENAN LABORATORIES, LLC, ET AL. Case No.: Q-Labs’ trade secrets and utilizing Q-Labs’ confidential information and trade secrets to unfairly compete with Q-Labs; B Enter a permanent injunction against Defendants, Mark Queenan and Shaun Hunte, enjoining them from continuing to misappropriate Q-Labs’ trade secrets and utilizing Q-Labs’ confidential information and trade secrets to unfairly compete with Q-Labs; Cc Enter a Final Judgment for damages in favor of Plaintiffs and against Defendants, jointly and_ severally, for compensatory damages, prejudgment interest, and costs caused by Defendants’ unfair competition; D Award such other relief in law or equity that this Court deems just and proper. DEMAND FOR JURY TRIAL 59. Plaintiffs demand a trial by jury on all issues so triable. DATED: March 19, 2024. THE CARLIN LAW FIRM, PLLC Attorneys for Plaintiffs, Dean I. Holzer and Gaspare Bongiorno One Financial Plaza 100 S.E. 3rd Avenue, Suite 1103 Fort Lauderdale, Florida 33394 Tel.: (954) 440-0901 Primary: eservice@carlinfirm.com By: /s/ Justin C. Carlin JUSTIN C. CARLIN, ESQUIRE Fla. Bar No.: 068429 Sec. e-mail: jcarlin@carlinfirm.com Ter. e-mail: mpanico@carlinfirm.com -17- 1/25/24, 3:15 PM mail.deimport.com/print/printmessage RE: SPAM-LOW: RE: Revised MOU 12/21/22 3:38 PM From: “dean@deimport.com" To: “Mark Queenan" , “Shaun Hunte" , Grazi S Dean Holzer D&E Import LLC 516-833-1540 www.deimport.com From: "Mark Queenan" Sent: 12/21/22 1:03 PM To: , "Shaun Hunte™ , Subject: RE: SPAM-LOW: RE: Revised MOU Good afternoon gents. After several revisions Tropical Labs legal is content with the language in the mutual NDA that | crafted. It is attached. | next will send formula with permissible percent range and chemical name according to each chemical ingredient SDS sheets along Blending procedures and Formula Specs, pH, Color, Odor, Viscosity, Specific Gravity, Etc. | haven't yet added a natural flavor or scent. I'll do that next week and bring to Jar Joy. Thanks, Mark From: Mark Queenan Sent: Tuesday, December 20, 2022 6:01 PM To: 'dean@deimport.com' ; ‘Shaun Hunte’ ; ‘Bongiorno1974@yahoo.com' Subject: RE: SPAM-LOW: RE: Revised MOU https://mail.deimport.com/print/printmessage Exhibit "A" 118 1/25/24, 3:15 PM mail.deimport.com/printiprintmessage Your welcome. < . > From: dean@deim| Sent: Tuesday, December 20, 2022 5:58 PM To: Mark Queenan ; Shaun Hunte ; conan RE: SPAM-LOW: RE: Revised MOU Thanks Mark, Please keep us posted Gents. Regards, Dean Dean Holzer D&E Import LLC 516-833-1540 www,.deimport.com From: "Mark Queenan" Sent: 12/20/22 5:43 PM To: < in .com>, "Shaun Hunte™ , Subject: RE: SPAM-LOW: RE: Revised MOU Hello team. Quick update. | have been back and forth for the past 5 business days with Tropical Labs regarding the Trade Secret NDA. Their legal counsel said they would redline and send back for review. They never did and just recently asked me to revise into a mutual NDA with language form the original NDA. So | did and waiting for them to sign and get back to me. Then I can send the formula and we can get pricing. Shaun have you been in touch with your design contact for logo creation pricing? Thanks, Mark https://mail.deimport.com/print/printmessage 218 1/25/24, 3:15 PM. mail.deimport.com/prinUprintmessage From: dean@deimport.com > Sent: Tuesday, December 13, 2022 8:53 PM To: Mark Queenan Cc: Shaun Hunte ; Bongiorno1974@yahoo.com Subject: Re: SPAM-LOW: RE: Revised MOU 10-4 On Dec 13, 2022 8:35 PM, Mark Queenan <, > wrote: Hi Dean. | appreciate you having this NDA sent. I've already had —— Labs sign an NDA for the newly formed company. | believe in addition we need a separate Trade Secret NDA that purely focuses on what the legal Trade Secret protection definitions are and have them sign. I'm not home right now. When | get back I'll forward and example. Thanks, Mark Sent from my iPhone | On Dec 13, 2022, at 6:17 PM, dean@deimport.com wrote: Hi Mark, This one should do - please review to make sure it is to your liking, then customize away to fit Regards, Dean Dean Holzer D&E Import LLC 516-833-1540 www.deimport.com https://mail.deimport.com/print/printmessage 318 1/25/24, 3:15 PM mail.deimport.com/print/printmessage From: "Mark Queenan" Sent: 12/13/22 4:35 PM To: Shaun Hunte , Bongiorno1974@yahoo.com, dean@deimport.com Subject: Re: SPAM-LOW: RE: Revised MOU Hi Dean. Checking in to ask how the Trade Secret NDA is progressing. Thanks, Mark Sent from my iPhone | On Dec 12, 2022, at 1:11 PM, Shaun Hunte wrote: Mark, can you wait until the 1st? Shaun Hunte Founder & CEO Jar Joy Cell - 203-309-7632 Work - 407-676-7152 Email - shaun@jarjoy.com www. jarjoy.com | On Dec 12, 2022, at 1:00 PM, Mark Queenan wrote: Good afternoon gents. Dean from me | need to have our Trademark statement and agreement signed by Tropical Labs prior to sending. Once | send he will run the formula through his reg team and they will send a quote. This process will take 4 — 5 days. The other label certs that we want require $ and reviews ad in addition require us to ensure they sign NDA and Trademark Secret addendum. | want to do this right from a financial perspective and a Trademark Secret Protection. https://mail.deimport.com/print/printmessage 48 1/25/24, 3:15 PM mail.deimport.com/print/printmessage Thanks, Mark From: dean@deimy > Sent: Monday, December MD, 2022 12:22 PM To: Mark Queenan ; Bongiorno1974@yahoo.com; Shaun Hunte Subject: RE: SPAM-LOW: RE: Revised MOU Hi Guys, Definitely an attorney doc - will make a few calls so please stand by before sending. |'ll check with Kevin first as | am sure he has one on file we can use. What is the last "drop dead” date for you to receive the initial $6,000 from us? If at all possible can we send it after the 1st? It is a tax thing - we need to avoid being invested in another company and having your accountant and then each of ours have to prepare additional docs. | have other ideas if you cannot wait until then, can alter MOU accordingly, will call you to follow up shortly. Regards, Dean Dean Holzer D&E Import LLC 516-833-1540 www.deimport.com From: "Mark Queenan” Sent: 12/11/22 1:07 PM To: , Sent: Friday, December 9, 2022 12:21 AM To: ‘dean@deimport.com’ ; 'Bongiorno1974@yahoo.com' Cc: ‘Shaun Hunte' Subject: RE: SPAM-LOW: Revised MOU https://mail.deimport.com/print/printmessage 6/18 1/25/24, 3:15 PM mail.deimport.com/prinUprintmessage Hello Dean and Gasper. | have revised our MOU according to your comments below; thanks for summarizing — very helpful. Please review to ensure it accurately captures our discussions. | have filed and organized QUEENAN LABORATORIES LLC, in the State of Florida (articles of organization attached). | applied for and was given the company Employer Identification Number (attached). | applied for our D&B number; they said it can take up to 30 days to receive. | can't see it taking 30 days. | will forward as soon as it arrives. Our NAICS Code is 325612 Specialty Cleaning Chemicals. SIC number is 325612. Queenan Laboratories address is: 8458 W Anna Gail Lane, Crystal River, FL 34429 | opened a Queenan Laboratories, LLC business checking account at TD Bank. The ACH deposit numbers: Routing Number - 067014822 Account Number - 3 | want to review the account with TD Bank one more time before sending funds. Today at the bank they had a delay in setting up the online account. This should be resolved by tomorrow. The State of Florida requires that | file an annual report for Queenan Laboratories, LLC between January 1 and May 1 of 2023. When | do this | will add you two and Shaun to the company structure. Thanks and let's talk soon. Mark From: < > Sent: Tuesday, November 29, 2022 11:44 AM https://mail.deimport.com/print/printmessage TAB 1/25/24, 3:15 PM mail.deimport.com/prinUprintmessage To: Shaun Hunte Ce: 'g; Bongiorno1974@yahoo.com Subject: Re: SPAM-LOW: Revised MOU Thanks Shaun, Ok, so at the end of the day, we need $6k immediately to move forward. Our thoughts to proceed now is as follows: 1. Note we accept the revised percentage schedule on the latest MOU. 15% now and 5% after first $5mil in sales works. Remember to remove the sales commissions for our side while we are finalizing. 2. Adjust the MOU to a $6k contribution from our side. We will consider this part of the start up costs for this new venture and upon receipt of funds our partnership will commence. 3. You can add in that our side will be responsible for sourcing the funding needed for production. This will be our responsibility, not our liability. As discussed in previous meetings any of us can opt to fund for PO's and in return be compensated with interest for doing so, but most likely this will be done with outside funds from the investors we bring in. 4. Provide the exact company name, address, duns, and banking info to send the $6k to on the MOU itself, then have it notarized and sent over. | will call you to verify all verbally as well as the recent fraud happening in this world is making us jump through hoops to add to ACH & Wire recipients to our portal (we will use ACH for this so please make sure the routing number you provide is for ACH transfers). 5. We will send the transfer as soon as possible so you can get the ball rolling on the back end. 6. Update us on dates of completion for the finished approved product so we can move forward on our side. Looking forward to our start! Best regards, Dean Dean Holzer D&E Import LLC