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Filing #196871552 E-Filed 04/24/2024 11:03:03 AM
IN THE CIRCUIT COURT OF THE ELEVENTH JUDICIAL CIRCUIT
IN AND FOR MIAMI-DADE COUNTY, FLORIDA
CIVIL DIVISION
STUART A. MACMILLAN, an
individual,
Plaintiff,
Vv, Case No.:
MONAT GLOBAL CORP., a Florida for
profit corporation, RAYNER URDANETA,
an individual, and LUIS URDANETA, an
individual,
Defendants,
/
COMPLAINT
Plaintiff Stuart A. MacMillan (“Plaintiff” or “MacMillan”), by and through his undersigned
counsel, files this Complaint against Defendants Monat Global Corp. (“Monat”), Rayner Urdaneta
(“R. Urdaneta”), and Luis Urdaneta (“L. Urdaneta”) (collectively, “Defendants”) and alleges as
follows:
INTRODUCTION
1 Over a period of nine years, MacMillan built Monat from nothing to a skincare and
hair product company generating hundreds of millions of dollars in revenues, with hundreds of
employees, millions of customers, and market partners numbering in the hundreds of thousands
worldwide.
2 MacMillan did this in reliance on L. Urdaneta and R. Urdaneta’s promise to him
that the three of them would work to maximize Monat’s profits and MacMillan would be paid a
three percent profit share while he worked for Monat and for a certain amount of time thereafter.
3 MacMillan accepted this underpayment arrangement throughout his near-nine
years working for Monat to share in such profits during and after his employment.
4. L. Urdaneta and R. Urdaneta’s promise to MacMillan was partially memorialized
in an offer letter dated August 26, 2024 (the “Offer Letter”). A true and correct copy of Offer
Letter is attached hereto as Exhibit “A.” L. Urdaneta and R. Urdaneta’s promise to maximize
Monat’s profits was inherent and in line with their fiduciary duties to Monat.
5 Unbeknownst to MacMillan, at the time L. Urdaneta and R. Urdaneta made this
promise to MacMillan, they were planning on diluting and draining Monat’s profits to limit profit
sharing with MacMillan and to pay him nothing after he stopped working for Monat.
6 After MacMillan’s successful launch and growth of Monat between 2014 and 2019,
L. Urdaneta and R. Urdaneta threatened to terminate MacMillan if he did not agree to a non-
compete agreement and non-solicit agreement.
7 L. Urdaneta and R. Urdaneta decided to impose these restrictive covenants after
they felt threatened by Monat’s employees and independent contractor market partners’ loyalty
and affection towards MacMillan.
8 Not wanting to give up everything he had worked towards at Monat, MacMillan
agreed to enter into a non-compete agreement and non-solicit agreement.
9 On October 1, 2019, MacMillan entered into an Amended and Restated Profit-
Sharing, Confidentiality, Non-Compete, Non-Poach and Bonus Opportunity Agreement with
Monat (the “Profit-Sharing Agreement’). A true and correct copy of the Profit-Sharing Agreement
is attached hereto as Exhibit “B.”!
' The Profit Sharing Agreement is being served on Defendants but not publicly filed in order to
maintain confidentiality. The Profit Sharing Agreement will be shared with the Court as
appropriate under Rule of Judicial Administration 2.425.
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10. The Profit Sharing Agreement incorporated certain previous understandings, added
a non-compete and non-solicit, and added a few extra terms. Defendants’ attorney drafted the
Profit-Sharing Agreement. L. Urdaneta and R. Urdaneta’s promise to maximize Monat’s profits
was inherent and in line with their fiduciary duties to Monat.
11. In June 2023, after being Monat’s President for almost nine (9) successful years,
for numerous reasons (some of which are addressed in the following paragraphs), MacMillan
resigned from Monat.
12. Starting in March 2024, MacMillan expected payment of the higher of three percent
of Monat’s profits each year through 2031, or a $1,000,000 floor payment per year if Monat was
not profitable in any given year. MacMillan’s first post-employment payment of $500,000 was
due on or before March 31, 2024.
13. Between the date of his resignation from Monat in June 2023 and the initial post-
employment payment deadline of March 2024, L. Urdaneta and R. Urdaneta demanded that
MacMillan have no contact with approximately 3,000 people associated with Monat in order to
receive the post-employment payments owed pursuant to the Profit Sharing Agreement. The
demand has no basis in law or contract. The demand was a pretext to justify not paying MacMillan.
14. According to the extreme positions of L. Urdaneta and R. Urdaneta, Monat could
only be successful after MacMillan’s departure if Monat’s employees and independent contractor
market partners had zero contact with MacMillan. And for that to occur, according to L. Urdaneta
and R. Urdaneta, MacMillan essentially had to disappear from his previous business circles.
15. Notably, L. Urdaneta and R. Urdaneta even demanded that MacMillan distance
himself from members of MacMillan’s friends and family.
16. MacMillan rejected this baseless and outrageous no-contact demand.
17. Further pressing the matter, Monat now has failed to pay MacMillan his first
$500,000 post-employment payment as required under the Profit-Sharing Agreement.
18. Defendants are now taking the position that MacMillan has lost all profit-sharing
with L. Urdaneta, R. Urdaneta, or Monat, in violation of the Profit Sharing Agreement. Defendants
are denying MacMillan between $8,000,000 and $16,000,000 that he has already earned as
compensation for services rendered. Despite not paying MacMillan, Defendants claim MacMillan
is still bound to comply with the non-compete and non-solicit in the Profit Sharing Agreement.
19. In fact, Defendants’ failure to pay MacMillan his share of profits is not new or
limited to post-employment. Throughout the entire existence of Monat, L. Urdaneta and R.
Urdaneta orchestrated a complex scheme to enrich themselves and deprive MacMillan of the full
amount of profit sharing he earned and was owed.
PARTIES
20. Monat is a direct sales multilevel marketing company. On its website, Monat
claims that its mission is: “[T]o help people everywhere enjoy beautiful, healthy, fulfilling lives
through our exceptional, naturally based products; a fun and rewarding business opportunity; and
aculture of family, service, and gratitude.” Monat further claims that its vision is: “[T]o be a global
leader in naturally based, anti-aging haircare, skincare, and wellness innovations, with an unrivaled
business model that enhances the self-confidence and financial well-being of one million families
around the globe each year.” On its website, Monat claims to offer people the opportunity to
become international entrepreneurs. Monat hosts motivational sales summits and incentive
meetings for its independent contractor market partners to increase sales. Monat’s current CEO,
R. Urdaneta, recently proclaimed that Monat is poised to become a billion-dollar company.
21. Monat’s principal place of business is located at 3470 NW 82 Avenue, Suite 790,
Miami, Florida 33122.
22. Alcora Corporation (“Alcora”) owns Monat. Alcora’s principal place of business is
the same as Monat, 3470 NW 82 Avenue, Suite 790, Miami, Florida 33122. L. Urdaneta and R.
Urdaneta own Alcora. L. Urdaneta is the Chairman and R. Urdaneta is the CEO of Alcora.
Francisco Urdaneta is the Chief of Staff
of Alcora.
23. R. Urdaneta is an owner, Director, and current CEO of Monat. R. Urdaneta’s is a
resident of Miami-Dade County, Florida. R. Urdaneta is also a Member of B&R Products, LLC.
L. Urdaneta is the other Member of B&R Products, LLC. B&R Products, LLC is the manufacturer
and supplier of Monat’s products. B&R Products, LLC’s predecessor is B&R Products, Inc. L.
Urdaneta was the Chairman of B&R Products, Inc. R. Urdaneta was the CEO of B&R Products,
Inc.
24. L. Urdaneta is an owner of Monat and a Director of Monat. L. Urdaneta is a resident
of Miami-Dade County, Florida.
25. MacMillan is a former President and Director of Monat. MacMillan is a resident of
Pinellas County, Florida.
VENUE AND JURISDICTION
26. Monat is subject to the personal jurisdiction of this Court because its principal place
of business is in Miami-Dade County, Florida and Section 11(c) of the Profit Sharing Agreement.
27. L. Urdaneta and R. Urdaneta are subject to the personal jurisdiction of this Court
because they are residents of Miami-Dade County, Florida. R. Urdaneta resides in Pinecrest,
Florida. L. Urdaneta resides in Miami, FL.
28. Venue is also proper in this Court pursuant to Florida Statute Sections 47.011 and
47.051 because, without limitation, (a) Section 11(c) of the Profit Sharing Agreement species
venue in this Circuit, (b) the Defendants regularly conduct business in Miami-Dade County,
Florida, (c) L. Urdaneta and R. Urdaneta reside in Miami-Dade County, Florida and (d) the events
giving rise to this lawsuit occurred in Miami-Dade County, Florida.
FACTUAL BACKGROUND
Fraudulent Inducement of MacMillan
29. Before meeting L. Urdaneta and R. Urdaneta, MacMillan was already a successful
executive. MacMillan started his career in the telecom industry, where he rose to the level of
senior vice president at multiple companies. Later, MacMillan was the president of multiple
successful direct sales multilevel marketing companies.
30. MacMillan moved to Florida in 2012 and joined an executive recruiting and
consulting company, called Impact This Day, Inc. (“Impact Inc.”).
31. Prior to moving to Florida, L. Urdaneta and R. Urdaneta lived in Venezuela, where
they operated a beauty products company called L’eudine Global. L’eudine Global operated in
South America.
32. L. Urdaneta and R. Urdaneta engaged Impact Inc. to help them launch a beauty
products direct sales multilevel marketing company. Specifically, L. Urdaneta and R. Urdaneta
wanted Impact Inc. to engage an executive for them that could run a direct sales multilevel
marketing company.
33. On June 6, 2014, L. Urdaneta and R. Urdaneta founded Monat to be a beauty
products direct sales multilevel marketing company in the United States. L. Urdaneta and R.
Urdaneta tasked Impact Inc. to recruit a president for Monat.
34. L. Urdaneta and R. Urdaneta also purchased B&R Products, Inc., the company that
had been their supplier for L’eudine Global, to formulate, manufacture and supply the beauty
products Monat would sell.
35. After rejecting multiple other candidates, L. Urdaneta and R. Urdaneta asked
MacMillan to be the President of Monat and to join Monat’s Board of Directors.
36. MacMillan was skeptical about operating a business for L. Urdaneta and R.
Urdaneta. They had never successfully conducted business in the United States, were not well-
funded, and could not pay MacMillan close to his market value.
37. L. Urdaneta and R. Urdaneta induced MacMillan to become the President of Monat
by promising him profit sharing during the entire duration of his employment and for a period
thereafter. L. Urdaneta and R. Urdaneta promised MacMillan that he would share in Monat’s
profits like an owner, but without liability for the Monat’s losses.
38. On August 26, 2014, R. Urdaneta sent MacMillan the Offer Letter. It promised
MacMillan a base salary, a discretionary annual bonus, 3% profit sharing while serving as
President , 3% profit sharing post-employment for the number of years MacMillan worked as the
President of Monat (minus one), benefits, and twenty (20) days’ paid vacation annually. The Offer
Letter envisioned L. Urdaneta, R. Urdaneta, and MacMillan working together to maximize
Monat’s profits.
39. MacMillan believed that L. Urdaneta and R. Urdaneta would treat him as a profit-
sharing owner and, as a result, overcame his initial reluctance and agreed to become the President
of Monat and a Director of Monat starting September 8, 2014.
40. MacMillan accepted L. Urdaneta and R. Urdaneta’s offer and expected L. Urdaneta
and R. Urdaneta to treat him fairly and in good faith. MacMillan expected Monat to operate like
an honest and legitimate domestic business, not like a mafia family and unprincipled syndicate.
Al. Upon information and belief, L. Urdaneta and R. Urdaneta never intended to
maximize Monat’s profits or treat MacMillan as a profit-sharing owner. Instead, they intended to
deprive Monat of profits so that MacMillan would rarely (if ever) participate in any profit sharing
during or after his employment with Monat. In short, L. Urdaneta and R. Urdaneta intended to run
Monat to enrich themselves and their family (only).
MacMillan’s Employment with Monat
42. MacMillan’s role was to grow Monat and that is what he did. Over approximately
nine years, acting as President, MacMillan built Monat into a company generating hundreds of
millions of dollars in revenues, with hundreds of employees, and with market partners numbering
in the hundreds of thousands worldwide. In that time, Monat became one of the top three direct
sales multilevel marketing companies in Canda.
43. L. Urdaneta and R. Urdaneta, as Directors of Monat, agreed to manage Monat and
handle the corporate governance, finance, and the administration of Monat.
44. Over the years, MacMillan had many disagreements with L. Urdaneta and R.
Urdaneta.
45. First, MacMillan did not believe he was properly compensated. Despite Monat’s
revenues growing rapidly year-over-year, L. Urdaneta and R. Urdaneta withheld a bonus from
MacMillan all but once before 2020.
46. B&R Products, Inc. and B&R Products, LLC, who are owned and managed by L.
Urdaneta and R. Urdaneta, charged Monat above market rates in order to shift profits from Monat
to B&R Products, Inc. and B&R Products, LLC. When MacMillan attempted to obtain competitive
bids for the manufacture of its beauty products, to increase Monat’s profits, L. Urdaneta and R.
Urdaneta shut him down. This scheme enriched L. Urdaneta and R. Urdaneta at MacMillan’s
expense: he received less and lower bonuses, and lowered profit sharing from Monat.
47. In addition, Monat was less profitable because L. Urdaneta and R. Urdaneta
contrived unnecessary and improper expenses. Monat employed Urdaneta insiders, family
members and friends to no-show, nonexistent jobs (sometimes paying them under the table).
48. L. Urdaneta and R. Urdaneta maxed out Monat’s credit cards on their personal
luxury lifestyles, including private airplanes, expensive dinners, and luxurious travel and
accommodations (including a $50,000 room service bill in Dubai, for example).
49, L. Urdaneta and R. Urdaneta paid their personal and household expenses from
Monat bank accounts.
50. Monat paid for Urdaneta family members and friends, who did not work for the
company, to go on company incentive trips.
S51. Monat even paid the personal credit card bills of L. Urdaneta and R. Urdaneta,
sometimes up to $150,000 for a single month, for non-business expenses.
§2. These unwarranted and improper payments and benefits provided to the Urdaneta
family and friends decreased Monat’s profitability, directly lowering MacMillan’s profit sharing
payments.
53. Finally, L. Urdaneta and R. Urdaneta severely diluted Monat’s meager profits in
select years, and refused to retain revenues to invest in Monat to generate reasonable profits.
54. MacMillan objected to these misdeeds as improper, unethical, and unfair.
55. Members of the Urdaneta family, other than L. Urdaneta and R. Urdaneta, acted
like they were owners and managers of Monat. Urdaneta family members, other than L. Urdaneta
and R. Urdaneta, even disciplined and fired some Monat warehouse employees. Urdaneta family
members acted as though Monat’s property was their own personal property.
56. MacMillan objected to how L. Urdaneta and R. Urdaneta managed and operated
Monat.
57. MacMillan regularly advised L. Urdaneta and R. Urdaneta that they were
potentially violating regulations governing beauty products and related advertisements.
58. Separately, L. Urdaneta and R. Urdaneta also insisted on employing individuals
who were residing in the United States illegally. MacMillan objected to this practice.
59. In addition, L. Urdaneta and R. Urdaneta created a hostile work environment. Any
complaints from employees or independent contractor market partners were met with skepticism,
criticism, and retaliation.
60. MacMillan also objected to how Monat’s Board of Directors operated and
functioned. Monat’s Board of Directors only met three times while MacMillan was a Director of
Monat. It did not hold annual meetings, except for a brief period of time as insisted by MacMillan
and their Chief Legal Officer. It did not record meeting minutes. There was only a Secretary three
of the nine years MacMillan was a Director or Monat. And MacMillan was not even permitted
voting rights. Because L. Urdaneta and R. Urdaneta made up two-thirds of the Monat Board of
Directors, they did whatever they wanted without consulting MacMillan. This resulted in L.
Urdaneta and R. Urdaneta enriching themselves at Monat’s expense, making Monat less profitable.
As a result, MacMillan’s profit sharing was diminished.
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61. Meanwhile, while L. Urdaneta and R. Urdaneta were treating Monat like a mafia
family behind the scenes, MacMillan was developing relationships with Monat’s independent
contractor market partners and employees. MacMillan ran Monat’s motivational conferences and
incentive trips to better the company.
62. MacMillan being the face of Monat, however, threatened L. Urdaneta and R.
Urdaneta and eventually resulted in tension between them.
Demand for MacMillan to Accept a Non-Compete and Non-Solicit
63. Fearing that Monat’s employees and Monat’s thousands of independent contractor
market partners were more loyal to MacMillan than they were to them, L. Urdaneta and R.
Urdaneta threatened to terminate MacMillan if he did not agree to sign a non-compete and non-
solicit with Monat. Wishing to maintain what he had built at Monat, MacMillan signed the Profit
Sharing Agreement on October 1, 2019. He did so because L. Urdaneta and R. Urdaneta promised
that Monat was going to invest in corporate governance and legal compliance after MacMillan
executed the Profit Sharing Agreement.
64. Pursuant to the Profit Sharing Agreement, among other things, MacMillan and
Monat agreed as follows:
a. As additional and_deferred compensation, after MacMillan’s employment with
Monat terminated, Monat would pay MacMillan three (3) percent of Monat’s profits or a certain
minimum floor payment annually (if Monat is not profitable in any given year), for a time period
equal to the number of years that MacMillan worked for Monat (minus one year). The minimum
annual floor payment to be made, if Monat was not profitable in a given year, was to be
$800,000.00 or $1,000,000.00 if Monat met or exceeded $35,000,000.00 in profits “in any calendar
year.” The maximum ceiling payment Monat would pay MacMillan in any given year after his
employment was set at $2,000,000.00. See Section 1 and 2.
b During his employment with Monat and during an undefined “Payment Period,”
MacMillan would not compete against Monat. See Section 7(b).
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Cc During his employment with Monat and during an undefined “Payment Period,”
MacMillan would not solicit Monat’s employees or independent contractors to terminate their
business relationship with Monat. See Section 7(c).
d. During his employment with Monat and during an undefined “Payment Period,”
MacMillan would not solicit Monat’s customers to terminate their contractual or advantageous
business relationship with Monat. See Section 7(d).
e MacMillan had the right to audit Monat’s books and records for any given year
upon official notice and request. See Section 3.
f. “If any court of competent jurisdiction shall at any time determine that any part of
this Agreement is illegal, void as against public policy or otherwise unenforceable, the relevant
part will automatically be amended to the extent necessary to make it sufficiently narrow in scope,
time, and geographic area to be legally enforceable.” See Section 8(d).
The Pandemic Boom and Bust
65. Immediately after signing the Profit Sharing Agreement, Monat had its best year
ever in 2020, with revenues exceeding $800,000,000 and profits exceeding $35,000,000. Because
Monat’s profits exceeded $35,000,000 in 2020, which is “a calendar year,” MacMillan’s minimum
annual floor payment for after his employment with Monat increased from $800,000 to $1,000,000
annually, under the Profit Sharing Agreement.
66. In 2020 and 2021, as in the past, L. Urdaneta and R. Urdaneta drained nearly all
profits of Monat and left Monat with minimal retained earnings.
67. They appropriated approximately $100,000,000 since Monat’s inception. So when
the economy took a downturn in 2022, Monat suffered significant losses.
68. L. Urdaneta and R. Urdaneta insisted on increasing revenues at any expense,
including cutting commissions to Monat’s independent contractor market partners and delaying
payments to suppliers. As a result, morale at Monat plummeted.
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69. Disagreeing with L. Urdaneta and R. Urdaneta regarding business strategy and
business ethics, MacMillan resigned as the President of Monat on July 31, 2023. MacMillan
retired. He did not start working for another company and did not start a company himself.
70. To avoid any disruption in Monat’s business operations and its employee and
independent contractor market partners relationships, MacMillan remained on the Monat Board of
Directors. Despite his objections, MacMillan never spoke poorly of Defendants.
71. R. Urdaneta became the CEO of Monat, and MacMillan wanted R. Urdaneta and
the company to succeed.
72. MacMillan remained in contact with many of his former colleagues at Monat, who
naturally had become friends over the years. MacMillan attended religious study with some of
these individuals and golfed with others. He attended social events with some. MacMillan was not,
however, competing with Monat or soliciting people to join him in a new venture or terminate
their relationships with Monat.
73. In September 2023, R. Urdaneta approached MacMillan with a request to amend
the Profit Sharing Agreement.
74. While MacMillan was still a Director of Monat, R. Urdaneta accused MacMillan
of undermining his leadership by remaining in contact with people affiliated with Monat.
75. R. Urdaneta offered to pay MacMillan on a faster timeline if MacMillan agreed (a)
to a minimum floor payment of $800,000 and (b) not to host any events, charitable or otherwise,
in which Monat employees or independent contractor market partners would be in attendance. The
proposal appears in a September 18, 2023 letter from R. Urdaneta, attached hereto as Exhibit “C.”
76. MacMillan rejected the offer to amend the Profit Sharing Agreement.
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77. In December 2023, while still a Director of Monat, MacMillan hosted a Zoom
holiday toast with some of his friends and colleagues from Monat, including his daughter, who
was a Monat employee. A light and cheerful discussion ensued. The group did not discuss
business. However, when L. Urdaneta and R. Urdaneta learned that MacMillan hosted a Zoom
holiday toast with some existing and former employees and independent contractor market
partners, they terminated MacMillan’s daughter as an employee of Monat and threatened not to
pay MacMillan the money he was owed.
78. On January 16, 2024, MacMillan resigned from Monat’s Board of Directors and
demanded full compliance with the Profit Sharing Agreement. His January 16, 2024 resignation
letter is attached hereto as Exhibit “D.”
79. On January 18, 2024, Monat accepted the resignation, stated that it owed
MacMillan only $800,000 per year because the year 2020 did not count as “a year,” and accused
MacMillan of breaching the Profit Sharing Agreement. Monat’s January 18, 2024 response letter
is attached hereto as Exhibit “E.”
80. On January 22, 2024, MacMillan, through counsel, requested, among other things,
a copy of Monat’s books and records for the year 2020 to conduct an audit regarding Monat’s
profits in 2020.
81. MacMillan is entitled to this information under the Profit Sharing Agreement.
82. Defendants never provided MacMillan with the requested books and records for the
year 2020.
83. Thereafter, Defendants claimed that Monat would pay MacMillan only his
compensation under the Profit Sharing Agreement if he: (a) agreed not to have any contact
whatsoever with approximately three thousand people affiliated with Monat, (b) agreed to block
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numerous people associated with Monat on social media, and (c) agreed not to host or speak at
any events or conferences of any nature, including religious events, if any Monat associated
persons would participate or be in attendance.
84. This outrageous and impractical demand has nothing to do with Monat’s products
and everything to do with MacMillan’s effective leadership and existing relationships with
individuals in the industry.
85. According to R. Urdaneta, Monat’s products are irrelevant and for Monat to
succeed, Monat’s employees and independent contractor market partners must completely forget
about their previous leader (MacMillan) in order to be loyal and dedicated to Monat’s new leader
(R. Urdaneta). R. Urdaneta describes Monat to be more like a cult than a business.
86. According to R. Urdaneta, MacMillan hosting a religious event at a church, focused
on faith, work-life balance, and marriage, would be a threat to Monat because it may disrupt
worship of Monat and its new leader. Of course, such demands have no basis whatsoever in
contract or law. And the demands are bizarre and highly unusual.
87. R. Urdaneta pointed to a specific event hosted by MacMillan on April 20, 2024 at
Grace Family Church in Clearwater, Florida called the Lighthouse Collective Live (the
“Lighthouse Collective Event”) as a primary reason why Monat refused to pay MacMillan in
compliance with the Profit Sharing Agreement.
88. The Lighthouse Collective Event was advertised as a one-day event answering the
question of how religious businesspersons can successfully blend their faith, family
responsibilities, and business to achieve fulfillment in life.
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89. The Lighthouse Collective Event took place at a church. The Lighthouse Collective
Event was not a business event. The Lighthouse Collective Event sold no products or services. It
was advertised on the following website. https://www.thelighthousecollective.global/.
90. MacMillan invited R. Urdaneta and L. Urdaneta to attend and participate in the
Lighthouse Collective Event. Both declined.
91. Initially, R. Urdaneta demanded that MacMillan cancel the Lighthouse Collective
Event because people affiliated with Monat would attend. R. Urdaneta told MacMillan to lie about
the reason for cancellation. MacMillan of course refused.
92. Hosting the Lighthouse Collective Event in no way violated the Profit Sharing
Agreement.
93. Because MacMillan refused to cancel the Lighthouse Collective Event, R. Urdaneta
sabotaged it in two known ways. First, R. Urdaneta told the DJ who was set to perform at the
Lighthouse Collective Event, that he could not perform because MacMillan was violating the
Profit Sharing Agreement and that if he did, he would never perform at another Monat event again.
As a result, the DJ cancelled his performance at the Lighthouse Collective Event.
94. Second, R. Urdaneta told the production company assigned to the Lighthouse
Collective Event, Katapult Events, that it could not proceed because MacMillan was violating the
Profit Sharing Agreement and that if it did, Monat would never work with Katapult Events in the
future. As a result, Katapult Events pulled out of the Lighthouse Collective Event.
95. The Lighthouse Collective Event took place on April 20, 2024. The event had
nothing to do with Monat or its business.
96. In clear violation of the Profit Sharing Agreement, as of the date below, Monat
failed to make its first payment to MacMillan following MacMillan’s resignation from Monat.
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97. L. Urdaneta and R. Urdaneta profited tens of millions of dollars (or more) from
MacMillan’s work. MacMillan was left close to empty-handed regarding profit sharing (while
employed by Monat and post-employment), despite the clear written terms of the Profit Sharing
Agreement and L. Urdaneta and R. Urdaneta’s duty to maximize Monat’s profits.
98. L. Urdaneta and R. Urdaneta defrauded MacMillan. Their plan always was to
extract profits from Monat in certain years to make Monat less profitable in other years, to
maximize profits at B&R Products, Inc. and B&R Products, LLC at the expense of Monat’s profits,
and refuse to make any post-employment payments to MacMillan. Their plan was for MacMillan
never to participate in profit sharing like an owner.
99. Monat has breached the Profit Sharing Agreement.
CAUSES OF ACTION
COUNT I
Breach of Contract
(Monat)
100. MacMillan restates the allegations in Paragraphs 1-99 of this Complaint as if fully
set forth herein.
101. MacMillan and Monat entered into the Profit Sharing Agreement.
102. The Profit Sharing Agreement is a valid and enforceable agreement.
103. According to the Profit Sharing Agreement, Monat is required to pay MacMillan a
share of the profits of Monat for each year that Monat is profitable, during the period that the
MacMillan was employed by Monat and for a set period after MacMillan’s employment with
Monat ended. Post-employment, whether Monat is profitable or unprofitable, Monat’s floor
payment to MacMillan each year during the set period is $1,000,000 and, if Monat is profitable,
Monat’s maximum payment to MacMillan each year during the set period is $2,000,000.
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104. Monat breached the Profit Sharing Agreement by failing to pay MacMillan his first
post-employment payment under the Profit Sharing Agreement.
105. Monat further breached the Profit Sharing Agreement, Section 3, by refusing to
provide MacMillan with Monat’s books and records for the year 2020 after MacMillan made
demand for such accounting records on January 22, 2024. Pursuant to Section 3 of the Profit
Sharing Agreement, upon request, Monat had to provide MacMillan with such records. Despite an
official request for such records being made, Monat refused to provide MacMillan with such
records.
106. As a result of Monat’s breach, MacMillan has suffered damages.
WHEREFORE, Plaintiff, Stuart A. MacMillan, respectfully requests that the Court enter
judgment in his favor and against Monat on Count I, awarding damages, including pre-judgment
and post-judgment interest, and costs, and for such other relief as the Court deems just.
COUNT II
Breach of Duty of Good Faith and Fair Dealing
(Monat)
107. MacMillan restates the allegations in Paragraphs 1-106 of this Complaint as if fully
set forth herein.
108. MacMillan and Monat entered into the Profit Sharing Agreement.
109. The Profit Sharing Agreement is a valid and enforceable agreement.
110. Like virtually all contracts, the Profit Sharing Agreement contains an implied
covenant of good faith and fair dealing.
111. MacMillan did all of what he was required to do under the Profit Sharing
Agreement to receive a share of the profits of Monat.
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112. Monat was required to pay MacMillan a share of the profits of Monat for each year
that Monat is profitable, during the period that the MacMillan was employed by Monat and for a
set period after MacMillan’s employment with Monat ended. Post-employment, whether Monat
is profitable or unprofitable, Monat’s floor payment to MacMillan each year during the set period
is $1,000,000 and, if Monat is profitable, Monat’s maximum payment to MacMillan each year
during the set period is $2,000,000.
113. During his employment, Monat worked with L. Urdaneta and R. Urdaneta to
unfairly enrich B&R Products, Inc. and B&R Products, LLC and to intentionally make Monat less
profitable in order to pay MacMillan less money. L. Urdaneta and R. Urdaneta would not allow
MacMillan to get competitive bids for the manufacture and supply of Monat’s beauty products.
114. Monat was required to maximize its own profits and not to maximize the profits of
other companies at the expense of its own profits.
115. Monat breached the covenant of good faith and fair dealing by (a) intentionally
lowering its profits in order to increase the profits of other companies and damage MacMillan and
(b) failing to pay MacMillan any post-employment payments.
116. Monat’s conduct was not consistent with the Profit Sharing Agreement or
MacMillan’s expectations based on the clear terms of the Profit Sharing Agreement.
117. As a result of Monat’s breach, MacMillan has suffered damages.
WHEREFORE, Plaintiff, Stuart A. MacMillan, respectfully requests that the Court enter
judgment in his favor and against Monat on Count II, awarding damages, including pre-judgment
and post-judgment interest, and costs, and for such other relief as the Court deems just.
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COUNT III
Specific Performance
(Monat)
118. MacMillan restates the allegations in Paragraphs 1-117 of this Complaint as if fully
set forth herein.
119. MacMillan and Monat entered into the Profit Sharing Agreement.
120. The Profit Sharing Agreement is a valid and enforceable agreement.
121. Pursuant to Section 3 of the Profit Sharing Agreement, MacMillan has the right to
audit the profits of Monat. See Section 3(a).
122. MacMillan is also entitled to information regarding Monat and its financials. See
Section 3(b).
123. MacMillan has requested information about Monat’s financials so that MacMillan
can conduct an audit of the profits of Monat in connection with his profit sharing.
124. Monat has refused to provide MacMillan with the financial information requested.
125. MacMillan is clearly entitled to the financial information.
126. MacMillan has no adequate remedy at law to obtain the financial information so
that he can conduct an audit of the profits of Monat.
127. Justice requires that Monat provide MacMillan with the financial information he
requested.
128. Indeed, Monat agreed via contract that MacMillan would have access to the
financial information.
WHEREFORE Plaintiff, Stuart A. MacMillan, respectfully requests that the Court enter
judgment in his favor and against Monat on Count III, requiring Monat to provide MacMillan with
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Monat’s financials, as required by Section 3 of the Profit Sharing Agreement, and for such other
relief as the Court deems just.
COUNT IV
Declaratory Judgment
(Monat)
129. MacMillan restates the allegations in Paragraphs 1-128 of this Complaint as if fully
set forth herein.
130. There is a bona fide, actual, present, and practical need for a declaration as to
whether Monat owes MacMillan a share of the profits of Monat and in what amount.
131. There exists a current dispute as to the amounts owed to MacMillan pursuant to the
Profit Sharing Agreement and whether MacMillan is permitted to compete against Monat.
132. Pursuant to the Profit Sharing Agreement, among other things, MacMillan and
Monat agreed as follows:
a. As additional and_deferred compensation, after MacMillan’s employment with
Monat terminated, Monat would pay MacMillan three (3) percent of Monat’s profits or a certain
minimum floor payment annually (if Monat is not profitable in any given year), for a time period
equal to the number of years that MacMillan worked for Monat (minus one year). The minimum
annual floor payment to be made, if Monat was not profitable in a given year, was to be
$800,000.00 or $1,000,000.00 if Monat met or exceeded $35,000,000.00 in profits “in any calendar
year.” The maximum ceiling payment Monat would pay MacMillan in any given year after his
employment was set at $2,000,000.00. See Section 1 and 2.
b, During his employment with Monat and during an undefined “Payment Period,”
MacMillan would not compete against Monat. See Section 7(b).
Cc During his employment with Monat and during an undefined “Payment Period,”
MacMillan would not solicit Monat’s employees or independent contractors to terminate their
business relationship with Monat. See Section 7(c).
d During his employment with Monat and during an undefined “Payment Period,”
MacMillan would not solicit Monat’s customers to terminate their contractual or advantageous
business relationship with Monat. See Section 7(d).
e “If any court of competent jurisdiction shall at any time determine that any part of
this Agreement is illegal, void as against public policy or otherwise unenforceable, the relevant
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part will automatically be amended to the extent necessary to make it sufficiently narrow in scope,
time, and geographic area to be legally enforceable.” See Section 8(d).
133. MacMillan contends that he is owed post-employment payments from Monat for a
period of time equal to the length of time he worked for Monat (minus one year). MacMillan
contends that because Monat’s profits exceeded $35,000,000 in the year 2020, and because 2020
is a year, that MacMillan’s floor payments from Monat post-employment are $1,000,000 per year
(not $800,000).
134. Monat contends that because its profits have never been or exceeded $35,000,000
since MacMillan resigned, the floor payments Monat owes to MacMillan post-employment is
$800,000 annually. Monat argues that its profits in 2020 is irrelevant to the floor payments it owes
to MacMillan post-employment.
135. MacMillan further contends that because he has never breached the Profit Sharing
Agreement and Monat has failed to pay him post-employment, in breach of the Profit Sharing
Agreement, that the undefined “Payment Period” in the Profit Sharing Agreement has ended and
MacMillan is free to compete against Monat and solicit Monat’s employees, independent
contractors, and customers.
136. Monat contends that even though it has failed to pay MacMillan post-employment,
in breach of the Profit Sharing Agreement, that MacMillan is still bound by the non-competition
and non-solicitation terms in the Profit Sharing Agreement.
137. MacMillan is in doubt as to his legal rights under the Profit Sharing Agreement,
specifically.
138. This request for declaratory relief deals with a present and ascertained state of facts
and involves an actual and present controversy between MacMillan and Monat.
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139. The relief MacMillan seeks is not merely legal advice from the Court or an advisory
opinion, but rather, is requested to resolve a justiciable controversy that delineates the parties’
rights under a binding and enforceable contractual agreement.
WHEREFORE Plaintiff, Stuart A. MacMillan, respectfully requests that the Court enter
judgment in his favor and against Monat on Count IV, declaring that (a) MacMillan is not in breach
of the Profit Sharing Agreement, (b) Monat owes MacMillan 3% of its profits for a period of time
equal to the time MacMillan worked for Monat (minus one year) or a minimum of $1,000,000
annually for the period of time, (c) that MacMillan is not bound by the non-competition and non-
solicitation terms in the Profit Sharing Agreement, and (d) for such other relief as the Court deems
just.
COUNT V
Account Stated
(Monat)
140. MacMillan restates the allegations in Paragraphs 1-139 of this Complaint as if fully
set forth herein.
141. MacMillan and Monat entered into the Profit Sharing Agreement, where they
agreed to a specific amount MacMillan would be paid — either one amount per year or another
amount, depending on Monat’s profits for a certain period of time.
142. The Profit Sharing Agreement is a valid and enforceable agreement.
143. It contains a binding promise by Monat to pay MacMillan the specified profit-
amounts or a floor payment of $1,000,000 annually.
144. Monat has not paid MacMillan the amounts owed.
145. As a result, MacMillan has suffered damages.
23
WHEREFORE, Plaintiff, Stuart A. MacMillan, respectfully requests that the Court enter
judgment in his favor and against Monat on Count V, awarding damages, including pre-judgment
and post-judgment interest, and costs, and for such other relief as the Court deems just.
COUNT VI
Constructive Fraud
(R. Urdaneta)
146. MacMillan restates the allegations in Paragraphs 1-145 of this Complaint as if fully
set forth herein.
147. MacMillan entered into an oral employment agreement with Monat initially and
then the Profit Sharing Agreement.
148. In entering these agreements, MacMillan relied on R. Urdaneta’s promises that
Monat would pay MacMillan a 3% profit share while he worked for Monat and for a certain
amount of time thereafter. MacMillan relied on R. Urdaneta’s promise that Monat’s profits would
be maximized.
149. A confidential or fiduciary relationship existed between MacMillan and R.
Urdaneta as executives of Monat.
150. MacMillan accepted being underpaid throughout his near-nine years working for
Monat in exchange for annual bonuses based on Monat’s profits and to share in Monat’s profits
during and after his employment.
151. R. Urdaneta misrepresented to MacMillan that Monat’s profits would be
maximized and that MacMillan would continue to share in profits post-employment.
152. R. Urdaneta knew at the time of his misrepresentation that Monat would
intentionally minimize its profits in most years by diverting funds to R. Urdaneta, L. Urdaneta,
B&R Products, Inc., and B&R Products, LLC in order to not pay MacMillan a bonus or a share of
24
profits and maximize profits in individual years to limit MacMillan’s year-over-year bonuses and
profit sharing.
153. R. Urdaneta knew at the time of his misrepresentation that Monat would never
make any payments to MacMillan post-employment.
154. As a result of R. Urdaneta’s misrepresentations, MacMillan has suffered damages.
WHEREFORE, Plaintiff, Stuart A. MacMillan, respectfully requests that the Court enter
judgment in his favor and against Rayner Urdaneta on Count VI, awarding damages, including
pre-judgment and post-judgment interest, and costs, and for such other relief as the Court deems
just.
COUNT VII
Fraud In the Inducement
(R. Urdaneta)
155. MacMillan restates the allegations in Paragraphs 1-154 of this Complaint as if fully
set forth herein.
156. MacMillan entered into an oral employment agreement with Monat initially and
then the Profit Sharing Agreement.
157. In entering the oral employment agreement with Monat and then the Profit Sharing
Agreement, MacMillan relied on R. Urdaneta’s promises that Monat would pay MacMillan a 3%
profit share while he worked for Monat and for a certain amount of time thereafter. MacMillan
relied on R. Urdaneta’s promise that Monat’s profits would be maximized.
158. These representations were material to MacMillan.
159. MacMillan accepted being underpaid throughout his near-nine years working for
Monat in exchange for annual bonuses based on Monat’s profits and to share in such profits during
and after his employment.
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160. R. Urdaneta misrepresented to MacMillan that Monat’s profits would be
maximized and that MacMillan would continue to share in profits post-employment.
161. R. Urdaneta knew at the time of his misrepresentation that Monat would
intentionally minimize its profits in most years by diverting funds to R.
Preview
Filing #196871552 E-Filed 04/24/2024 11:03:03 AM IN THE CIRCUIT COURT OF THE ELEVENTH JUDICIAL CIRCUIT IN AND FOR MIAMI-DADE COUNTY, FLORIDA CIVIL DIVISION STUART A. MACMILLAN, an individual, Plaintiff, Vv, Case No.: MONAT GLOBAL CORP., a Florida for profit corporation, RAYNER URDANETA, an individual, and LUIS URDANETA, an individual, Defendants, / COMPLAINT Plaintiff Stuart A. MacMillan (“Plaintiff” or “MacMillan”), by and through his undersigned counsel, files this Complaint against Defendants Monat Global Corp. (“Monat”), Rayner Urdaneta (“R. Urdaneta”), and Luis Urdaneta (“L. Urdaneta”) (collectively, “Defendants”) and alleges as follows: INTRODUCTION 1 Over a period of nine years, MacMillan built Monat from nothing to a skincare and hair product company generating hundreds of millions of dollars in revenues, with hundreds of employees, millions of customers, and market partners numbering in the hundreds of thousands worldwide. 2 MacMillan did this in reliance on L. Urdaneta and R. Urdaneta’s promise to him that the three of them would work to maximize Monat’s profits and MacMillan would be paid a three percent profit share while he worked for Monat and for a certain amount of time thereafter. 3 MacMillan accepted this underpayment arrangement throughout his near-nine years working for Monat to share in such profits during and after his employment. 4. L. Urdaneta and R. Urdaneta’s promise to MacMillan was partially memorialized in an offer letter dated August 26, 2024 (the “Offer Letter”). A true and correct copy of Offer Letter is attached hereto as Exhibit “A.” L. Urdaneta and R. Urdaneta’s promise to maximize Monat’s profits was inherent and in line with their fiduciary duties to Monat. 5 Unbeknownst to MacMillan, at the time L. Urdaneta and R. Urdaneta made this promise to MacMillan, they were planning on diluting and draining Monat’s profits to limit profit sharing with MacMillan and to pay him nothing after he stopped working for Monat. 6 After MacMillan’s successful launch and growth of Monat between 2014 and 2019, L. Urdaneta and R. Urdaneta threatened to terminate MacMillan if he did not agree to a non- compete agreement and non-solicit agreement. 7 L. Urdaneta and R. Urdaneta decided to impose these restrictive covenants after they felt threatened by Monat’s employees and independent contractor market partners’ loyalty and affection towards MacMillan. 8 Not wanting to give up everything he had worked towards at Monat, MacMillan agreed to enter into a non-compete agreement and non-solicit agreement. 9 On October 1, 2019, MacMillan entered into an Amended and Restated Profit- Sharing, Confidentiality, Non-Compete, Non-Poach and Bonus Opportunity Agreement with Monat (the “Profit-Sharing Agreement’). A true and correct copy of the Profit-Sharing Agreement is attached hereto as Exhibit “B.”! ' The Profit Sharing Agreement is being served on Defendants but not publicly filed in order to maintain confidentiality. The Profit Sharing Agreement will be shared with the Court as appropriate under Rule of Judicial Administration 2.425. 2 10. The Profit Sharing Agreement incorporated certain previous understandings, added a non-compete and non-solicit, and added a few extra terms. Defendants’ attorney drafted the Profit-Sharing Agreement. L. Urdaneta and R. Urdaneta’s promise to maximize Monat’s profits was inherent and in line with their fiduciary duties to Monat. 11. In June 2023, after being Monat’s President for almost nine (9) successful years, for numerous reasons (some of which are addressed in the following paragraphs), MacMillan resigned from Monat. 12. Starting in March 2024, MacMillan expected payment of the higher of three percent of Monat’s profits each year through 2031, or a $1,000,000 floor payment per year if Monat was not profitable in any given year. MacMillan’s first post-employment payment of $500,000 was due on or before March 31, 2024. 13. Between the date of his resignation from Monat in June 2023 and the initial post- employment payment deadline of March 2024, L. Urdaneta and R. Urdaneta demanded that MacMillan have no contact with approximately 3,000 people associated with Monat in order to receive the post-employment payments owed pursuant to the Profit Sharing Agreement. The demand has no basis in law or contract. The demand was a pretext to justify not paying MacMillan. 14. According to the extreme positions of L. Urdaneta and R. Urdaneta, Monat could only be successful after MacMillan’s departure if Monat’s employees and independent contractor market partners had zero contact with MacMillan. And for that to occur, according to L. Urdaneta and R. Urdaneta, MacMillan essentially had to disappear from his previous business circles. 15. Notably, L. Urdaneta and R. Urdaneta even demanded that MacMillan distance himself from members of MacMillan’s friends and family. 16. MacMillan rejected this baseless and outrageous no-contact demand. 17. Further pressing the matter, Monat now has failed to pay MacMillan his first $500,000 post-employment payment as required under the Profit-Sharing Agreement. 18. Defendants are now taking the position that MacMillan has lost all profit-sharing with L. Urdaneta, R. Urdaneta, or Monat, in violation of the Profit Sharing Agreement. Defendants are denying MacMillan between $8,000,000 and $16,000,000 that he has already earned as compensation for services rendered. Despite not paying MacMillan, Defendants claim MacMillan is still bound to comply with the non-compete and non-solicit in the Profit Sharing Agreement. 19. In fact, Defendants’ failure to pay MacMillan his share of profits is not new or limited to post-employment. Throughout the entire existence of Monat, L. Urdaneta and R. Urdaneta orchestrated a complex scheme to enrich themselves and deprive MacMillan of the full amount of profit sharing he earned and was owed. PARTIES 20. Monat is a direct sales multilevel marketing company. On its website, Monat claims that its mission is: “[T]o help people everywhere enjoy beautiful, healthy, fulfilling lives through our exceptional, naturally based products; a fun and rewarding business opportunity; and aculture of family, service, and gratitude.” Monat further claims that its vision is: “[T]o be a global leader in naturally based, anti-aging haircare, skincare, and wellness innovations, with an unrivaled business model that enhances the self-confidence and financial well-being of one million families around the globe each year.” On its website, Monat claims to offer people the opportunity to become international entrepreneurs. Monat hosts motivational sales summits and incentive meetings for its independent contractor market partners to increase sales. Monat’s current CEO, R. Urdaneta, recently proclaimed that Monat is poised to become a billion-dollar company. 21. Monat’s principal place of business is located at 3470 NW 82 Avenue, Suite 790, Miami, Florida 33122. 22. Alcora Corporation (“Alcora”) owns Monat. Alcora’s principal place of business is the same as Monat, 3470 NW 82 Avenue, Suite 790, Miami, Florida 33122. L. Urdaneta and R. Urdaneta own Alcora. L. Urdaneta is the Chairman and R. Urdaneta is the CEO of Alcora. Francisco Urdaneta is the Chief of Staff of Alcora. 23. R. Urdaneta is an owner, Director, and current CEO of Monat. R. Urdaneta’s is a resident of Miami-Dade County, Florida. R. Urdaneta is also a Member of B&R Products, LLC. L. Urdaneta is the other Member of B&R Products, LLC. B&R Products, LLC is the manufacturer and supplier of Monat’s products. B&R Products, LLC’s predecessor is B&R Products, Inc. L. Urdaneta was the Chairman of B&R Products, Inc. R. Urdaneta was the CEO of B&R Products, Inc. 24. L. Urdaneta is an owner of Monat and a Director of Monat. L. Urdaneta is a resident of Miami-Dade County, Florida. 25. MacMillan is a former President and Director of Monat. MacMillan is a resident of Pinellas County, Florida. VENUE AND JURISDICTION 26. Monat is subject to the personal jurisdiction of this Court because its principal place of business is in Miami-Dade County, Florida and Section 11(c) of the Profit Sharing Agreement. 27. L. Urdaneta and R. Urdaneta are subject to the personal jurisdiction of this Court because they are residents of Miami-Dade County, Florida. R. Urdaneta resides in Pinecrest, Florida. L. Urdaneta resides in Miami, FL. 28. Venue is also proper in this Court pursuant to Florida Statute Sections 47.011 and 47.051 because, without limitation, (a) Section 11(c) of the Profit Sharing Agreement species venue in this Circuit, (b) the Defendants regularly conduct business in Miami-Dade County, Florida, (c) L. Urdaneta and R. Urdaneta reside in Miami-Dade County, Florida and (d) the events giving rise to this lawsuit occurred in Miami-Dade County, Florida. FACTUAL BACKGROUND Fraudulent Inducement of MacMillan 29. Before meeting L. Urdaneta and R. Urdaneta, MacMillan was already a successful executive. MacMillan started his career in the telecom industry, where he rose to the level of senior vice president at multiple companies. Later, MacMillan was the president of multiple successful direct sales multilevel marketing companies. 30. MacMillan moved to Florida in 2012 and joined an executive recruiting and consulting company, called Impact This Day, Inc. (“Impact Inc.”). 31. Prior to moving to Florida, L. Urdaneta and R. Urdaneta lived in Venezuela, where they operated a beauty products company called L’eudine Global. L’eudine Global operated in South America. 32. L. Urdaneta and R. Urdaneta engaged Impact Inc. to help them launch a beauty products direct sales multilevel marketing company. Specifically, L. Urdaneta and R. Urdaneta wanted Impact Inc. to engage an executive for them that could run a direct sales multilevel marketing company. 33. On June 6, 2014, L. Urdaneta and R. Urdaneta founded Monat to be a beauty products direct sales multilevel marketing company in the United States. L. Urdaneta and R. Urdaneta tasked Impact Inc. to recruit a president for Monat. 34. L. Urdaneta and R. Urdaneta also purchased B&R Products, Inc., the company that had been their supplier for L’eudine Global, to formulate, manufacture and supply the beauty products Monat would sell. 35. After rejecting multiple other candidates, L. Urdaneta and R. Urdaneta asked MacMillan to be the President of Monat and to join Monat’s Board of Directors. 36. MacMillan was skeptical about operating a business for L. Urdaneta and R. Urdaneta. They had never successfully conducted business in the United States, were not well- funded, and could not pay MacMillan close to his market value. 37. L. Urdaneta and R. Urdaneta induced MacMillan to become the President of Monat by promising him profit sharing during the entire duration of his employment and for a period thereafter. L. Urdaneta and R. Urdaneta promised MacMillan that he would share in Monat’s profits like an owner, but without liability for the Monat’s losses. 38. On August 26, 2014, R. Urdaneta sent MacMillan the Offer Letter. It promised MacMillan a base salary, a discretionary annual bonus, 3% profit sharing while serving as President , 3% profit sharing post-employment for the number of years MacMillan worked as the President of Monat (minus one), benefits, and twenty (20) days’ paid vacation annually. The Offer Letter envisioned L. Urdaneta, R. Urdaneta, and MacMillan working together to maximize Monat’s profits. 39. MacMillan believed that L. Urdaneta and R. Urdaneta would treat him as a profit- sharing owner and, as a result, overcame his initial reluctance and agreed to become the President of Monat and a Director of Monat starting September 8, 2014. 40. MacMillan accepted L. Urdaneta and R. Urdaneta’s offer and expected L. Urdaneta and R. Urdaneta to treat him fairly and in good faith. MacMillan expected Monat to operate like an honest and legitimate domestic business, not like a mafia family and unprincipled syndicate. Al. Upon information and belief, L. Urdaneta and R. Urdaneta never intended to maximize Monat’s profits or treat MacMillan as a profit-sharing owner. Instead, they intended to deprive Monat of profits so that MacMillan would rarely (if ever) participate in any profit sharing during or after his employment with Monat. In short, L. Urdaneta and R. Urdaneta intended to run Monat to enrich themselves and their family (only). MacMillan’s Employment with Monat 42. MacMillan’s role was to grow Monat and that is what he did. Over approximately nine years, acting as President, MacMillan built Monat into a company generating hundreds of millions of dollars in revenues, with hundreds of employees, and with market partners numbering in the hundreds of thousands worldwide. In that time, Monat became one of the top three direct sales multilevel marketing companies in Canda. 43. L. Urdaneta and R. Urdaneta, as Directors of Monat, agreed to manage Monat and handle the corporate governance, finance, and the administration of Monat. 44. Over the years, MacMillan had many disagreements with L. Urdaneta and R. Urdaneta. 45. First, MacMillan did not believe he was properly compensated. Despite Monat’s revenues growing rapidly year-over-year, L. Urdaneta and R. Urdaneta withheld a bonus from MacMillan all but once before 2020. 46. B&R Products, Inc. and B&R Products, LLC, who are owned and managed by L. Urdaneta and R. Urdaneta, charged Monat above market rates in order to shift profits from Monat to B&R Products, Inc. and B&R Products, LLC. When MacMillan attempted to obtain competitive bids for the manufacture of its beauty products, to increase Monat’s profits, L. Urdaneta and R. Urdaneta shut him down. This scheme enriched L. Urdaneta and R. Urdaneta at MacMillan’s expense: he received less and lower bonuses, and lowered profit sharing from Monat. 47. In addition, Monat was less profitable because L. Urdaneta and R. Urdaneta contrived unnecessary and improper expenses. Monat employed Urdaneta insiders, family members and friends to no-show, nonexistent jobs (sometimes paying them under the table). 48. L. Urdaneta and R. Urdaneta maxed out Monat’s credit cards on their personal luxury lifestyles, including private airplanes, expensive dinners, and luxurious travel and accommodations (including a $50,000 room service bill in Dubai, for example). 49, L. Urdaneta and R. Urdaneta paid their personal and household expenses from Monat bank accounts. 50. Monat paid for Urdaneta family members and friends, who did not work for the company, to go on company incentive trips. S51. Monat even paid the personal credit card bills of L. Urdaneta and R. Urdaneta, sometimes up to $150,000 for a single month, for non-business expenses. §2. These unwarranted and improper payments and benefits provided to the Urdaneta family and friends decreased Monat’s profitability, directly lowering MacMillan’s profit sharing payments. 53. Finally, L. Urdaneta and R. Urdaneta severely diluted Monat’s meager profits in select years, and refused to retain revenues to invest in Monat to generate reasonable profits. 54. MacMillan objected to these misdeeds as improper, unethical, and unfair. 55. Members of the Urdaneta family, other than L. Urdaneta and R. Urdaneta, acted like they were owners and managers of Monat. Urdaneta family members, other than L. Urdaneta and R. Urdaneta, even disciplined and fired some Monat warehouse employees. Urdaneta family members acted as though Monat’s property was their own personal property. 56. MacMillan objected to how L. Urdaneta and R. Urdaneta managed and operated Monat. 57. MacMillan regularly advised L. Urdaneta and R. Urdaneta that they were potentially violating regulations governing beauty products and related advertisements. 58. Separately, L. Urdaneta and R. Urdaneta also insisted on employing individuals who were residing in the United States illegally. MacMillan objected to this practice. 59. In addition, L. Urdaneta and R. Urdaneta created a hostile work environment. Any complaints from employees or independent contractor market partners were met with skepticism, criticism, and retaliation. 60. MacMillan also objected to how Monat’s Board of Directors operated and functioned. Monat’s Board of Directors only met three times while MacMillan was a Director of Monat. It did not hold annual meetings, except for a brief period of time as insisted by MacMillan and their Chief Legal Officer. It did not record meeting minutes. There was only a Secretary three of the nine years MacMillan was a Director or Monat. And MacMillan was not even permitted voting rights. Because L. Urdaneta and R. Urdaneta made up two-thirds of the Monat Board of Directors, they did whatever they wanted without consulting MacMillan. This resulted in L. Urdaneta and R. Urdaneta enriching themselves at Monat’s expense, making Monat less profitable. As a result, MacMillan’s profit sharing was diminished. 10 61. Meanwhile, while L. Urdaneta and R. Urdaneta were treating Monat like a mafia family behind the scenes, MacMillan was developing relationships with Monat’s independent contractor market partners and employees. MacMillan ran Monat’s motivational conferences and incentive trips to better the company. 62. MacMillan being the face of Monat, however, threatened L. Urdaneta and R. Urdaneta and eventually resulted in tension between them. Demand for MacMillan to Accept a Non-Compete and Non-Solicit 63. Fearing that Monat’s employees and Monat’s thousands of independent contractor market partners were more loyal to MacMillan than they were to them, L. Urdaneta and R. Urdaneta threatened to terminate MacMillan if he did not agree to sign a non-compete and non- solicit with Monat. Wishing to maintain what he had built at Monat, MacMillan signed the Profit Sharing Agreement on October 1, 2019. He did so because L. Urdaneta and R. Urdaneta promised that Monat was going to invest in corporate governance and legal compliance after MacMillan executed the Profit Sharing Agreement. 64. Pursuant to the Profit Sharing Agreement, among other things, MacMillan and Monat agreed as follows: a. As additional and_deferred compensation, after MacMillan’s employment with Monat terminated, Monat would pay MacMillan three (3) percent of Monat’s profits or a certain minimum floor payment annually (if Monat is not profitable in any given year), for a time period equal to the number of years that MacMillan worked for Monat (minus one year). The minimum annual floor payment to be made, if Monat was not profitable in a given year, was to be $800,000.00 or $1,000,000.00 if Monat met or exceeded $35,000,000.00 in profits “in any calendar year.” The maximum ceiling payment Monat would pay MacMillan in any given year after his employment was set at $2,000,000.00. See Section 1 and 2. b During his employment with Monat and during an undefined “Payment Period,” MacMillan would not compete against Monat. See Section 7(b). 11 Cc During his employment with Monat and during an undefined “Payment Period,” MacMillan would not solicit Monat’s employees or independent contractors to terminate their business relationship with Monat. See Section 7(c). d. During his employment with Monat and during an undefined “Payment Period,” MacMillan would not solicit Monat’s customers to terminate their contractual or advantageous business relationship with Monat. See Section 7(d). e MacMillan had the right to audit Monat’s books and records for any given year upon official notice and request. See Section 3. f. “If any court of competent jurisdiction shall at any time determine that any part of this Agreement is illegal, void as against public policy or otherwise unenforceable, the relevant part will automatically be amended to the extent necessary to make it sufficiently narrow in scope, time, and geographic area to be legally enforceable.” See Section 8(d). The Pandemic Boom and Bust 65. Immediately after signing the Profit Sharing Agreement, Monat had its best year ever in 2020, with revenues exceeding $800,000,000 and profits exceeding $35,000,000. Because Monat’s profits exceeded $35,000,000 in 2020, which is “a calendar year,” MacMillan’s minimum annual floor payment for after his employment with Monat increased from $800,000 to $1,000,000 annually, under the Profit Sharing Agreement. 66. In 2020 and 2021, as in the past, L. Urdaneta and R. Urdaneta drained nearly all profits of Monat and left Monat with minimal retained earnings. 67. They appropriated approximately $100,000,000 since Monat’s inception. So when the economy took a downturn in 2022, Monat suffered significant losses. 68. L. Urdaneta and R. Urdaneta insisted on increasing revenues at any expense, including cutting commissions to Monat’s independent contractor market partners and delaying payments to suppliers. As a result, morale at Monat plummeted. 12 69. Disagreeing with L. Urdaneta and R. Urdaneta regarding business strategy and business ethics, MacMillan resigned as the President of Monat on July 31, 2023. MacMillan retired. He did not start working for another company and did not start a company himself. 70. To avoid any disruption in Monat’s business operations and its employee and independent contractor market partners relationships, MacMillan remained on the Monat Board of Directors. Despite his objections, MacMillan never spoke poorly of Defendants. 71. R. Urdaneta became the CEO of Monat, and MacMillan wanted R. Urdaneta and the company to succeed. 72. MacMillan remained in contact with many of his former colleagues at Monat, who naturally had become friends over the years. MacMillan attended religious study with some of these individuals and golfed with others. He attended social events with some. MacMillan was not, however, competing with Monat or soliciting people to join him in a new venture or terminate their relationships with Monat. 73. In September 2023, R. Urdaneta approached MacMillan with a request to amend the Profit Sharing Agreement. 74. While MacMillan was still a Director of Monat, R. Urdaneta accused MacMillan of undermining his leadership by remaining in contact with people affiliated with Monat. 75. R. Urdaneta offered to pay MacMillan on a faster timeline if MacMillan agreed (a) to a minimum floor payment of $800,000 and (b) not to host any events, charitable or otherwise, in which Monat employees or independent contractor market partners would be in attendance. The proposal appears in a September 18, 2023 letter from R. Urdaneta, attached hereto as Exhibit “C.” 76. MacMillan rejected the offer to amend the Profit Sharing Agreement. 13 77. In December 2023, while still a Director of Monat, MacMillan hosted a Zoom holiday toast with some of his friends and colleagues from Monat, including his daughter, who was a Monat employee. A light and cheerful discussion ensued. The group did not discuss business. However, when L. Urdaneta and R. Urdaneta learned that MacMillan hosted a Zoom holiday toast with some existing and former employees and independent contractor market partners, they terminated MacMillan’s daughter as an employee of Monat and threatened not to pay MacMillan the money he was owed. 78. On January 16, 2024, MacMillan resigned from Monat’s Board of Directors and demanded full compliance with the Profit Sharing Agreement. His January 16, 2024 resignation letter is attached hereto as Exhibit “D.” 79. On January 18, 2024, Monat accepted the resignation, stated that it owed MacMillan only $800,000 per year because the year 2020 did not count as “a year,” and accused MacMillan of breaching the Profit Sharing Agreement. Monat’s January 18, 2024 response letter is attached hereto as Exhibit “E.” 80. On January 22, 2024, MacMillan, through counsel, requested, among other things, a copy of Monat’s books and records for the year 2020 to conduct an audit regarding Monat’s profits in 2020. 81. MacMillan is entitled to this information under the Profit Sharing Agreement. 82. Defendants never provided MacMillan with the requested books and records for the year 2020. 83. Thereafter, Defendants claimed that Monat would pay MacMillan only his compensation under the Profit Sharing Agreement if he: (a) agreed not to have any contact whatsoever with approximately three thousand people affiliated with Monat, (b) agreed to block 14 numerous people associated with Monat on social media, and (c) agreed not to host or speak at any events or conferences of any nature, including religious events, if any Monat associated persons would participate or be in attendance. 84. This outrageous and impractical demand has nothing to do with Monat’s products and everything to do with MacMillan’s effective leadership and existing relationships with individuals in the industry. 85. According to R. Urdaneta, Monat’s products are irrelevant and for Monat to succeed, Monat’s employees and independent contractor market partners must completely forget about their previous leader (MacMillan) in order to be loyal and dedicated to Monat’s new leader (R. Urdaneta). R. Urdaneta describes Monat to be more like a cult than a business. 86. According to R. Urdaneta, MacMillan hosting a religious event at a church, focused on faith, work-life balance, and marriage, would be a threat to Monat because it may disrupt worship of Monat and its new leader. Of course, such demands have no basis whatsoever in contract or law. And the demands are bizarre and highly unusual. 87. R. Urdaneta pointed to a specific event hosted by MacMillan on April 20, 2024 at Grace Family Church in Clearwater, Florida called the Lighthouse Collective Live (the “Lighthouse Collective Event”) as a primary reason why Monat refused to pay MacMillan in compliance with the Profit Sharing Agreement. 88. The Lighthouse Collective Event was advertised as a one-day event answering the question of how religious businesspersons can successfully blend their faith, family responsibilities, and business to achieve fulfillment in life. 15 89. The Lighthouse Collective Event took place at a church. The Lighthouse Collective Event was not a business event. The Lighthouse Collective Event sold no products or services. It was advertised on the following website. https://www.thelighthousecollective.global/. 90. MacMillan invited R. Urdaneta and L. Urdaneta to attend and participate in the Lighthouse Collective Event. Both declined. 91. Initially, R. Urdaneta demanded that MacMillan cancel the Lighthouse Collective Event because people affiliated with Monat would attend. R. Urdaneta told MacMillan to lie about the reason for cancellation. MacMillan of course refused. 92. Hosting the Lighthouse Collective Event in no way violated the Profit Sharing Agreement. 93. Because MacMillan refused to cancel the Lighthouse Collective Event, R. Urdaneta sabotaged it in two known ways. First, R. Urdaneta told the DJ who was set to perform at the Lighthouse Collective Event, that he could not perform because MacMillan was violating the Profit Sharing Agreement and that if he did, he would never perform at another Monat event again. As a result, the DJ cancelled his performance at the Lighthouse Collective Event. 94. Second, R. Urdaneta told the production company assigned to the Lighthouse Collective Event, Katapult Events, that it could not proceed because MacMillan was violating the Profit Sharing Agreement and that if it did, Monat would never work with Katapult Events in the future. As a result, Katapult Events pulled out of the Lighthouse Collective Event. 95. The Lighthouse Collective Event took place on April 20, 2024. The event had nothing to do with Monat or its business. 96. In clear violation of the Profit Sharing Agreement, as of the date below, Monat failed to make its first payment to MacMillan following MacMillan’s resignation from Monat. 16 97. L. Urdaneta and R. Urdaneta profited tens of millions of dollars (or more) from MacMillan’s work. MacMillan was left close to empty-handed regarding profit sharing (while employed by Monat and post-employment), despite the clear written terms of the Profit Sharing Agreement and L. Urdaneta and R. Urdaneta’s duty to maximize Monat’s profits. 98. L. Urdaneta and R. Urdaneta defrauded MacMillan. Their plan always was to extract profits from Monat in certain years to make Monat less profitable in other years, to maximize profits at B&R Products, Inc. and B&R Products, LLC at the expense of Monat’s profits, and refuse to make any post-employment payments to MacMillan. Their plan was for MacMillan never to participate in profit sharing like an owner. 99. Monat has breached the Profit Sharing Agreement. CAUSES OF ACTION COUNT I Breach of Contract (Monat) 100. MacMillan restates the allegations in Paragraphs 1-99 of this Complaint as if fully set forth herein. 101. MacMillan and Monat entered into the Profit Sharing Agreement. 102. The Profit Sharing Agreement is a valid and enforceable agreement. 103. According to the Profit Sharing Agreement, Monat is required to pay MacMillan a share of the profits of Monat for each year that Monat is profitable, during the period that the MacMillan was employed by Monat and for a set period after MacMillan’s employment with Monat ended. Post-employment, whether Monat is profitable or unprofitable, Monat’s floor payment to MacMillan each year during the set period is $1,000,000 and, if Monat is profitable, Monat’s maximum payment to MacMillan each year during the set period is $2,000,000. 17 104. Monat breached the Profit Sharing Agreement by failing to pay MacMillan his first post-employment payment under the Profit Sharing Agreement. 105. Monat further breached the Profit Sharing Agreement, Section 3, by refusing to provide MacMillan with Monat’s books and records for the year 2020 after MacMillan made demand for such accounting records on January 22, 2024. Pursuant to Section 3 of the Profit Sharing Agreement, upon request, Monat had to provide MacMillan with such records. Despite an official request for such records being made, Monat refused to provide MacMillan with such records. 106. As a result of Monat’s breach, MacMillan has suffered damages. WHEREFORE, Plaintiff, Stuart A. MacMillan, respectfully requests that the Court enter judgment in his favor and against Monat on Count I, awarding damages, including pre-judgment and post-judgment interest, and costs, and for such other relief as the Court deems just. COUNT II Breach of Duty of Good Faith and Fair Dealing (Monat) 107. MacMillan restates the allegations in Paragraphs 1-106 of this Complaint as if fully set forth herein. 108. MacMillan and Monat entered into the Profit Sharing Agreement. 109. The Profit Sharing Agreement is a valid and enforceable agreement. 110. Like virtually all contracts, the Profit Sharing Agreement contains an implied covenant of good faith and fair dealing. 111. MacMillan did all of what he was required to do under the Profit Sharing Agreement to receive a share of the profits of Monat. 18 112. Monat was required to pay MacMillan a share of the profits of Monat for each year that Monat is profitable, during the period that the MacMillan was employed by Monat and for a set period after MacMillan’s employment with Monat ended. Post-employment, whether Monat is profitable or unprofitable, Monat’s floor payment to MacMillan each year during the set period is $1,000,000 and, if Monat is profitable, Monat’s maximum payment to MacMillan each year during the set period is $2,000,000. 113. During his employment, Monat worked with L. Urdaneta and R. Urdaneta to unfairly enrich B&R Products, Inc. and B&R Products, LLC and to intentionally make Monat less profitable in order to pay MacMillan less money. L. Urdaneta and R. Urdaneta would not allow MacMillan to get competitive bids for the manufacture and supply of Monat’s beauty products. 114. Monat was required to maximize its own profits and not to maximize the profits of other companies at the expense of its own profits. 115. Monat breached the covenant of good faith and fair dealing by (a) intentionally lowering its profits in order to increase the profits of other companies and damage MacMillan and (b) failing to pay MacMillan any post-employment payments. 116. Monat’s conduct was not consistent with the Profit Sharing Agreement or MacMillan’s expectations based on the clear terms of the Profit Sharing Agreement. 117. As a result of Monat’s breach, MacMillan has suffered damages. WHEREFORE, Plaintiff, Stuart A. MacMillan, respectfully requests that the Court enter judgment in his favor and against Monat on Count II, awarding damages, including pre-judgment and post-judgment interest, and costs, and for such other relief as the Court deems just. 19 COUNT III Specific Performance (Monat) 118. MacMillan restates the allegations in Paragraphs 1-117 of this Complaint as if fully set forth herein. 119. MacMillan and Monat entered into the Profit Sharing Agreement. 120. The Profit Sharing Agreement is a valid and enforceable agreement. 121. Pursuant to Section 3 of the Profit Sharing Agreement, MacMillan has the right to audit the profits of Monat. See Section 3(a). 122. MacMillan is also entitled to information regarding Monat and its financials. See Section 3(b). 123. MacMillan has requested information about Monat’s financials so that MacMillan can conduct an audit of the profits of Monat in connection with his profit sharing. 124. Monat has refused to provide MacMillan with the financial information requested. 125. MacMillan is clearly entitled to the financial information. 126. MacMillan has no adequate remedy at law to obtain the financial information so that he can conduct an audit of the profits of Monat. 127. Justice requires that Monat provide MacMillan with the financial information he requested. 128. Indeed, Monat agreed via contract that MacMillan would have access to the financial information. WHEREFORE Plaintiff, Stuart A. MacMillan, respectfully requests that the Court enter judgment in his favor and against Monat on Count III, requiring Monat to provide MacMillan with 20 Monat’s financials, as required by Section 3 of the Profit Sharing Agreement, and for such other relief as the Court deems just. COUNT IV Declaratory Judgment (Monat) 129. MacMillan restates the allegations in Paragraphs 1-128 of this Complaint as if fully set forth herein. 130. There is a bona fide, actual, present, and practical need for a declaration as to whether Monat owes MacMillan a share of the profits of Monat and in what amount. 131. There exists a current dispute as to the amounts owed to MacMillan pursuant to the Profit Sharing Agreement and whether MacMillan is permitted to compete against Monat. 132. Pursuant to the Profit Sharing Agreement, among other things, MacMillan and Monat agreed as follows: a. As additional and_deferred compensation, after MacMillan’s employment with Monat terminated, Monat would pay MacMillan three (3) percent of Monat’s profits or a certain minimum floor payment annually (if Monat is not profitable in any given year), for a time period equal to the number of years that MacMillan worked for Monat (minus one year). The minimum annual floor payment to be made, if Monat was not profitable in a given year, was to be $800,000.00 or $1,000,000.00 if Monat met or exceeded $35,000,000.00 in profits “in any calendar year.” The maximum ceiling payment Monat would pay MacMillan in any given year after his employment was set at $2,000,000.00. See Section 1 and 2. b, During his employment with Monat and during an undefined “Payment Period,” MacMillan would not compete against Monat. See Section 7(b). Cc During his employment with Monat and during an undefined “Payment Period,” MacMillan would not solicit Monat’s employees or independent contractors to terminate their business relationship with Monat. See Section 7(c). d During his employment with Monat and during an undefined “Payment Period,” MacMillan would not solicit Monat’s customers to terminate their contractual or advantageous business relationship with Monat. See Section 7(d). e “If any court of competent jurisdiction shall at any time determine that any part of this Agreement is illegal, void as against public policy or otherwise unenforceable, the relevant 21 part will automatically be amended to the extent necessary to make it sufficiently narrow in scope, time, and geographic area to be legally enforceable.” See Section 8(d). 133. MacMillan contends that he is owed post-employment payments from Monat for a period of time equal to the length of time he worked for Monat (minus one year). MacMillan contends that because Monat’s profits exceeded $35,000,000 in the year 2020, and because 2020 is a year, that MacMillan’s floor payments from Monat post-employment are $1,000,000 per year (not $800,000). 134. Monat contends that because its profits have never been or exceeded $35,000,000 since MacMillan resigned, the floor payments Monat owes to MacMillan post-employment is $800,000 annually. Monat argues that its profits in 2020 is irrelevant to the floor payments it owes to MacMillan post-employment. 135. MacMillan further contends that because he has never breached the Profit Sharing Agreement and Monat has failed to pay him post-employment, in breach of the Profit Sharing Agreement, that the undefined “Payment Period” in the Profit Sharing Agreement has ended and MacMillan is free to compete against Monat and solicit Monat’s employees, independent contractors, and customers. 136. Monat contends that even though it has failed to pay MacMillan post-employment, in breach of the Profit Sharing Agreement, that MacMillan is still bound by the non-competition and non-solicitation terms in the Profit Sharing Agreement. 137. MacMillan is in doubt as to his legal rights under the Profit Sharing Agreement, specifically. 138. This request for declaratory relief deals with a present and ascertained state of facts and involves an actual and present controversy between MacMillan and Monat. 22 139. The relief MacMillan seeks is not merely legal advice from the Court or an advisory opinion, but rather, is requested to resolve a justiciable controversy that delineates the parties’ rights under a binding and enforceable contractual agreement. WHEREFORE Plaintiff, Stuart A. MacMillan, respectfully requests that the Court enter judgment in his favor and against Monat on Count IV, declaring that (a) MacMillan is not in breach of the Profit Sharing Agreement, (b) Monat owes MacMillan 3% of its profits for a period of time equal to the time MacMillan worked for Monat (minus one year) or a minimum of $1,000,000 annually for the period of time, (c) that MacMillan is not bound by the non-competition and non- solicitation terms in the Profit Sharing Agreement, and (d) for such other relief as the Court deems just. COUNT V Account Stated (Monat) 140. MacMillan restates the allegations in Paragraphs 1-139 of this Complaint as if fully set forth herein. 141. MacMillan and Monat entered into the Profit Sharing Agreement, where they agreed to a specific amount MacMillan would be paid — either one amount per year or another amount, depending on Monat’s profits for a certain period of time. 142. The Profit Sharing Agreement is a valid and enforceable agreement. 143. It contains a binding promise by Monat to pay MacMillan the specified profit- amounts or a floor payment of $1,000,000 annually. 144. Monat has not paid MacMillan the amounts owed. 145. As a result, MacMillan has suffered damages. 23 WHEREFORE, Plaintiff, Stuart A. MacMillan, respectfully requests that the Court enter judgment in his favor and against Monat on Count V, awarding damages, including pre-judgment and post-judgment interest, and costs, and for such other relief as the Court deems just. COUNT VI Constructive Fraud (R. Urdaneta) 146. MacMillan restates the allegations in Paragraphs 1-145 of this Complaint as if fully set forth herein. 147. MacMillan entered into an oral employment agreement with Monat initially and then the Profit Sharing Agreement. 148. In entering these agreements, MacMillan relied on R. Urdaneta’s promises that Monat would pay MacMillan a 3% profit share while he worked for Monat and for a certain amount of time thereafter. MacMillan relied on R. Urdaneta’s promise that Monat’s profits would be maximized. 149. A confidential or fiduciary relationship existed between MacMillan and R. Urdaneta as executives of Monat. 150. MacMillan accepted being underpaid throughout his near-nine years working for Monat in exchange for annual bonuses based on Monat’s profits and to share in Monat’s profits during and after his employment. 151. R. Urdaneta misrepresented to MacMillan that Monat’s profits would be maximized and that MacMillan would continue to share in profits post-employment. 152. R. Urdaneta knew at the time of his misrepresentation that Monat would intentionally minimize its profits in most years by diverting funds to R. Urdaneta, L. Urdaneta, B&R Products, Inc., and B&R Products, LLC in order to not pay MacMillan a bonus or a share of 24 profits and maximize profits in individual years to limit MacMillan’s year-over-year bonuses and profit sharing. 153. R. Urdaneta knew at the time of his misrepresentation that Monat would never make any payments to MacMillan post-employment. 154. As a result of R. Urdaneta’s misrepresentations, MacMillan has suffered damages. WHEREFORE, Plaintiff, Stuart A. MacMillan, respectfully requests that the Court enter judgment in his favor and against Rayner Urdaneta on Count VI, awarding damages, including pre-judgment and post-judgment interest, and costs, and for such other relief as the Court deems just. COUNT VII Fraud In the Inducement (R. Urdaneta) 155. MacMillan restates the allegations in Paragraphs 1-154 of this Complaint as if fully set forth herein. 156. MacMillan entered into an oral employment agreement with Monat initially and then the Profit Sharing Agreement. 157. In entering the oral employment agreement with Monat and then the Profit Sharing Agreement, MacMillan relied on R. Urdaneta’s promises that Monat would pay MacMillan a 3% profit share while he worked for Monat and for a certain amount of time thereafter. MacMillan relied on R. Urdaneta’s promise that Monat’s profits would be maximized. 158. These representations were material to MacMillan. 159. MacMillan accepted being underpaid throughout his near-nine years working for Monat in exchange for annual bonuses based on Monat’s profits and to share in such profits during and after his employment. 25 160. R. Urdaneta misrepresented to MacMillan that Monat’s profits would be maximized and that MacMillan would continue to share in profits post-employment. 161. R. Urdaneta knew at the time of his misrepresentation that Monat would intentionally minimize its profits in most years by diverting funds to R.