Preview
FILED
DALLAS COUNTY
9/2/2016 12:24:54 PM
FELICIA PITRE
DISTRICT CLERK
Marissa Pittman
CAUSE NO. DC-16-04799
KONECTORS, INC., § IN THE DISTRICT COURT
§
Plaintiff, §
§
v. §
§ 160th JUDICIAL DISTRICT
JBCCONNECT CA, LLC, JBC HOLDINGS §
NY, LLC, BEN BOUNOUS, RHEA TRUPE, §
and KEN CRAIG, §
§
Defendants. § DALLAS COUNTY, TEXAS
DEFENDANT BEN BOUNOUS’S FIRST AMENDED ANSWER,
AFFIRMATIVE DEFENSES, AND COUNTERCLAIM
TO THE HONORABLE JUDGE OF SAID COURT:
COMES NOW, Defendant Ben Bounous (“Defendant” or “Bounous”) and files this his First
Amended Answer, Affirmative Defenses, and Counterclaim, and in support thereof would
respectfully show as follows:
I. GENERAL DENIAL
1. Pursuant to Rule 92 of the Texas Rules of Civil Procedure, Defendant generally
denies each and every, all and singular, the claims and material allegations of Plaintiff Konectors,
Inc. (“Plaintiff” or “Konectors”), as set forth in its Original Petition, and demands strict proof thereof
in accordance with the Texas Rules of Civil Procedure.
II. AFFIRMATIVE DEFENSES
2. Plaintiff’s claim for breach of contract is barred by a novation.
3. Plaintiff’s claim for breach of contract is barred in whole or in part because
Defendant was discharged from performing under the contract due to Plaintiff’s prior material
breach.
4. Plaintiff’s claim for breach of contract is barred in whole or in part because Plaintiff
fraudulently induced Defendant to execute the contract at issue.
Defendant Ben Bounous’s First Amended Answer, Affirmative Defenses, and Counterclaim – Page 1
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5. Plaintiff’s claim for breach of contract is barred in whole or in part because enforcing
the contract at issue under the circumstances here would be unconscionable and would contravene
public policy.
6. Plaintiff’s claim for breach of contract is barred in whole or in part because the
contract at issue is unenforceable. To the extent the Court determines that such contract is
enforceable but contains restraints that are not reasonable or that impose a greater restraint than is
necessary to protect the goodwill or other business interest of Plaintiff, and the Court reforms such
restraints, then Defendant is entitled to and seeks an award of the reasonable and necessary
attorneys’ fees incurred herein in defending against Plaintiff’s breach of contract claim, pursuant to
Section 15.51(c) of the Texas Business & Commerce Code.
7. Plaintiff’s claims for breach of fiduciary duty are barred in whole or in part due to
Plaintiff’s own fault.
8. Plaintiff’s claims for breach of fiduciary duty are barred in whole or in part under the
doctrine of estoppel.
9. Plaintiff’s claim for common law misappropriation is barred because Texas Uniform
Trade Secrets Act supersedes and preempts any common law remedies that were available prior to
its September 1, 2013 enactment.
10. Plaintiff’s claims are barred in whole or in part because Plaintiff has failed to mitigate
its alleged damages.
11. Plaintiff’s claims are barred in whole or in part under the doctrine of unclean hands.
III. JURY DEMAND
12. Defendant demands a trial by jury.
IV. PARTIAL IDENTIFICATION INFORMATION
13. In accordance with Section 30.014(a) of the Texas Civil Practice & Remedies Code,
Defendant Ben Bounous’s First Amended Answer, Affirmative Defenses, and Counterclaim – Page 2
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the last three numbers of Defendant’s driver’s license number are 319; the last three numbers of
Defendant’s social security number are 113.
V. COUNTERCLAIM
14. Defendant/Counterclaimant Ben Bounous complains of certain acts and/or omissions
of Plaintiff/Counter-Defendant Konectors, Inc. and for cause of action would show as follows:
A. Parties
15. Bounous is a resident of Denton County, Texas.
16. Konectors is a Delaware corporation located at 6404 International Parkway, Suite
2000, Plano, Texas 75093. Konectors has already appeared herein and therefore issuance and
service of citation are not necessary.
B. Discovery Control Plan
17. Defendant proposes to conduct discovery in this case under a Level 2 Discovery
Control Plan pursuant to Rule 190.3 of the Texas Rules of Civil Procedure.
C. Jurisdiction and Venue
18. This Court has jurisdiction to adjudicate this counterclaim because the matters in
controversy fall within the Court’s general jurisdiction and the amount in controversy exceeds the
Court’s minimum jurisdictional limit. Venue is proper in Dallas County, Texas because a substantial
part of the acts and/or omissions giving rise to Plaintiff’s liability occurred in Dallas County, Texas,
which acts and/or omissions are related to the facts set forth in Plaintiff’s Original Petition.
D. Monetary Relief Sought
19. Bounous seeks monetary relief of $100,000 or less.
E. Factual Background
20. Konectors is a recruiting company that was originally formed in 2013 by its owner,
Jiten “Jay” Nanda (“Nanda”). For the entirety of Bounous’ short tenure with Konectors, the
Defendant Ben Bounous’s First Amended Answer, Affirmative Defenses, and Counterclaim – Page 3
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responsibility for managing the company belonged to its executive vice-president, Adam Hartman
(“Hartman”). Hartman was first introduced to Nanda by Bounous at around the time Konectors was
formed, after Hartman prior general contracting company went out of business.
21. In 2013, Nanda hired Bounous to work as a recruiter for Konectors on a part-time
basis. In his role as a recruiter, Bounous worked to identify qualified individuals in different
organizations and connect them with Konectors’ clients. At that time, Bounous had approximately
fifteen years of experience in recruiting candidates for information technology positions.
22. In 2014, Bounous began working for Konectors on a full-time basis. When he was
hired by Konectors to be a full-time employee, Hartman represented to Bounous that Hartman
intended to grow the company’s business portfolio, with an emphasis on placing candidates in high-
level analytics and information technology positions, such as data scientists and business analysts.
Hartman also represented to Bounous that even though he would initially be paid as an independent
contractor, Bounous would be transitioned to full employee status when the company—which at that
point was still in the “start-up” phase—had fully implemented all of its systems and procedures.
Based on Hartman’s representations, Bounous signed an employment agreement with Konectors.
23. After Bounous started working for Konectors, it became clear over time that
Hartman’s representations to Bounous were false. Far from making good faith efforts to grow
Konectors’ business portfolio, Hartman was increasingly absent from the office for days at a time.
Also, instead of placing candidates in high level analytics and IT positions, Konectors focused
primarily on low-level engineering, surveying, financial, marketing, and administrative positions.
The vast majority of these placements were for positions in the Dallas-Fort Worth metropolitan area.
The company provided Bounous with no training whatsoever and as far as Bounous could tell, had
adopted no policies or procedures to govern the operation and foster the growth of the business.
24. Hartman’s personal behavior also became erratic. He sent unprofessional and, at
Defendant Ben Bounous’s First Amended Answer, Affirmative Defenses, and Counterclaim – Page 4
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times, abusive and profanity-laced emails and text messages to Bounous. Hartman even terminated
Bounous simply because he learned that Bounous had remained friends with a mutual acquaintance
with whom Hartman had had a falling out. Hartman discovered that Bounous had remained friends
with this mutual acquaintance because Hartman took Bounous’s personal cell phone from off of his
desk and began browsing through Bounous’s private text messages. When Hartman found text
messages between Bounous and the person from whom Hartman had become estranged, he began
screaming obscenities at Bounous. After continuing this tirade for approximately an hour, Hartman
terminated Bounous, told Bounous to leave his laptop and keys on his desk, and get out of
Konectors’ office.1 Hartman called Bounous later that evening and told Bounous that if he wanted
his job back, he would have to prepare a presentation explaining why he should be given back his
job. Bounous refused but after further discussion, Hartman offered to re-hire Bounous. Bounous
agreed. Hartman did not ask Bounous to sign any agreements when it re-hired him.
25. Hartman’s bizarre behavior only worsened over time, including starting verbal and
physical confrontations with the employees of another company that shared office space with
Konectors. On at least two occasions, Hartman also exited his vehicle during group lunches with
other Konectors’ personnel and started verbal altercations with other motorists.
26. On Hartman’s watch, Konectors also began experiencing substantial financial
difficulties. On multiple occasions, Bounous and other Konectors’ personnel were paid late or
learned that a Konectors paycheck had “bounced” due to insufficient funds in Konectors’ accounts.
To this day, Konectors still owes Bounous and others back wages. Bounous also learned that
Hartman was transferring money to Konectors’ accounts from the accounts of other unrelated,
Nanda-owned companies that Hartman was managing, presumably to keep Konectors solvent.
27. Beyond the complications Hartman’s mismanagement of the company caused in the
1
Hartman’s language when he finally ejected Bounous from the office was far more colorful and offensive but for
purposes of decorum, Hartman’s exact choice of words will not be restated verbatim in this pleading.
Defendant Ben Bounous’s First Amended Answer, Affirmative Defenses, and Counterclaim – Page 5
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personal lives of its personnel, Konectors’ financial shortcomings also jeopardized its relationship
with the company’s limited client base, the candidates it placed with those clients, and its vendors.
For example, Bounous learned that Konectors had not paid one candidate it had placed in a
temporary position, even though Konectors invoiced its client for the placement and the client had
already conveyed to Konectors the funds from which the person was supposed to be paid. When the
client learned of the non-payment, it was obviously quite upset and reached out to Hartman to try
and resolve the issue. Hartman, though, stopped returning the client’s calls and the client reached
out to Bounous.
28. At one point, Bounous and Konectors’ other personnel also learned from a potential
client that Konectors had lost its corporate charter due to non-payment of taxes. Suffice it to say,
that client was not willing to do business with Konectors after it learned that Konectors wasn’t
paying its taxes and had permitted its corporate charter to be voided.
29. Konectors also failed to pay all of its vendors, including the vendor that provided its
customer relationship management database, which caused Konectors to lose access to its own
customer list and related data.
30. Understandably, as these problems continued to mount, Bounous and Konectors’
other personnel became increasingly concerned about Konectors’ continued viability, and also
worried that Hartman’s unprofessional demeanor in his interactions with third parties would reflect
negatively upon them and ultimately cause irreparable damage to their own professional reputations.
31. In the Fall of 2015, Hartman told Ken Craig, Konectors’ director of business
development, that Konectors’ owner, Jay Nanda, would soon be convicted on federal charges
pertaining to a “benching” scheme he had perpetrated in connection with the operation of another
company he owned, Dibon Solutions. (In short, under the scheme, Nanda and his co-conspirators
defrauded the government by recruiting foreign workers with computer expertise who wanted to
Defendant Ben Bounous’s First Amended Answer, Affirmative Defenses, and Counterclaim – Page 6
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work in the United States, sponsoring their H-1B visas with the stated purpose of working at Dibon’s
headquarters and then—contrary to the representations made to the workers and the government—
requiring the workers to prove consulting services to third-party companies and paying them only
when the third-party companies paid Dibon.) Bounous was already aware of the ongoing criminal
case against Nanda, as Hartman had previously discussed the criminal charges against Nanda with
him. Hartman had also represented to Bounous that in light of Nanda’s prospective criminal
conviction, and out of concern that his holdings might be seized, Nanda would be “signing over”
ownership of Konectors to Hartman.2
32. In December 2015, Bounous and the other Konectors personnel learned that there was
again no money in Konectors’ checking account.
33. After laboring in this toxic working environment for almost two years, never knowing
if his supervisor would show up in the office or if his next paycheck would even clear, in January of
2016, Bounous concluded his only option was to find somewhere else to work. On February 1,
2016, Bounous provided notice to Konectors that he was resigning, effective immediately. Despite
Hartman’s representations when Bounous signed the employment agreement—which representations
Hartman repeated to Bounous multiple times while Bounous was working at Konectors—Bounous
was never transitioned to full employee status and was paid as an independent contractor for the
entire two years he spent at Konectors.
34. After leaving Konectors, Bounous went to work for JBCConnect CA, LLC, a global,
full service creative technology talent agency that brings exceptional talent from the advertising,
media, marketing, public relations, technology and creative industries to the world’s most innovative
agencies and tech-forward companies. Since joining JBC, Bounous has not placed any candidates in
employment positions located in the Dallas-Fort Worth metropolitan area.
2
On June 3, 2016, Hartman’s prediction became a reality when Nanda was convicted on one count of visa fraud, one
count of harboring illegal aliens, and four counts of wire fraud. Nanda was sentenced to serve eighty-seven (87) months
in a federal penitentiary.
Defendant Ben Bounous’s First Amended Answer, Affirmative Defenses, and Counterclaim – Page 7
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F. Causes of Action
1. Count One – Promissory Estoppel
35. Konectors made a promise to Bounous that it would pay him for his personal services
as a recruiter. Bounous reasonably and substantially relied on Konectors’ promise by agreeing to
work for Konectors, which reliance was foreseeable to Konectors. Injustice can only be avoided by
enforcing Konectors’ promise to Bounous and requiring it to pay to him all sums it has wrongfully
withheld and failed to pay to him, which sums Bounous seeks to recover herein.
2. Count 2 – Quantum Meruit
36. Bounous provided valuable personal services to Konectors by working for it as a
recruiter. The services were provided for Konectors and Konectors accepted Bounous’s services.
Konectors had reasonable notice that Bounous expected compensation for his services but it
nevertheless failed to pay him full and just compensation for those services, the reasonable value of
which Bounous seeks to recover herein.
3. Count 3 – Breach of Contract
37. Alternatively, if the Court determines that Bounous remains bound by the
employment agreement he signed with Konectors, Konectors breached the agreement by not paying
Bounous the compensation due to him timely or in full.. Konectors agreed to pay compensation to
Bounous for his personal services and Bounous performed under the agreement by working as a
recruiter for Konectors. Konectors’ breach of the agreement has directly and proximately caused
Bounous to suffer legal injury resulting in monetary damages within the jurisdictional limits of this
Court, which Bounous seeks to recover herein. Bounous further seeks an award of the reasonable
and necessary attorneys’ fees incurred by him herein.
VI. PRAYER
WHEREFORE, PREMISES CONSIDERED, Defendant Ben Bounous respectfully prays that
Defendant Ben Bounous’s First Amended Answer, Affirmative Defenses, and Counterclaim – Page 8
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Plaintiff Konectors, Inc. take nothing by way of this suit, that the Court enter a judgment in favor of
Bounous for all of his applicable legal damages, and that Defendant recover his reasonable and
necessary attorneys’ fees and costs of court incurred herein, together with such other and further
relief to which Defendant may be justly entitled, whether at law or in equity.
Respectfully Submitted
/s/ D. Alexander Harrell
D. ALEXANDER HARRELL
State Bar No. 24055624
alex.harrell@sedgwicklaw.com
BRADLEY A. MONK
State Bar No. 24077502
brad.monk@sedgwicklaw.com
SEDGWICK LLP
1717 Main Street, Suite 5400
Dallas, Texas 75201
(469) 227-8200 (Telephone)
(469) 227-8004 (Facsimile)
ATTORNEYS FOR DEFENDANT
BEN BOUNOUS
CERTIFICATE OF SERVICE
I hereby certify that on September 2, 2016, a true and correct copy of the foregoing document
was served on all counsel of record via efiletexas.gov and in accordance with Rule 21a of the Texas
Rules of Civil Procedure as follows:
Via Email: bill@garrisonpc.com
William J. Garrison
4514 Cole Avenue, Suite 600
Dallas, Texas 75205
/s/ D. Alexander Harrell
D. ALEXANDER HARRELL
Defendant Ben Bounous’s First Amended Answer, Affirmative Defenses, and Counterclaim – Page 9
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Preview
FILED DALLAS COUNTY 9/2/2016 12:24:54 PM FELICIA PITRE DISTRICT CLERK Marissa Pittman CAUSE NO. DC-16-04799 KONECTORS, INC., § IN THE DISTRICT COURT § Plaintiff, § § v. § § 160th JUDICIAL DISTRICT JBCCONNECT CA, LLC, JBC HOLDINGS § NY, LLC, BEN BOUNOUS, RHEA TRUPE, § and KEN CRAIG, § § Defendants. § DALLAS COUNTY, TEXAS DEFENDANT BEN BOUNOUS’S FIRST AMENDED ANSWER, AFFIRMATIVE DEFENSES, AND COUNTERCLAIM TO THE HONORABLE JUDGE OF SAID COURT: COMES NOW, Defendant Ben Bounous (“Defendant” or “Bounous”) and files this his First Amended Answer, Affirmative Defenses, and Counterclaim, and in support thereof would respectfully show as follows: I. GENERAL DENIAL 1. Pursuant to Rule 92 of the Texas Rules of Civil Procedure, Defendant generally denies each and every, all and singular, the claims and material allegations of Plaintiff Konectors, Inc. (“Plaintiff” or “Konectors”), as set forth in its Original Petition, and demands strict proof thereof in accordance with the Texas Rules of Civil Procedure. II. AFFIRMATIVE DEFENSES 2. Plaintiff’s claim for breach of contract is barred by a novation. 3. Plaintiff’s claim for breach of contract is barred in whole or in part because Defendant was discharged from performing under the contract due to Plaintiff’s prior material breach. 4. Plaintiff’s claim for breach of contract is barred in whole or in part because Plaintiff fraudulently induced Defendant to execute the contract at issue. Defendant Ben Bounous’s First Amended Answer, Affirmative Defenses, and Counterclaim – Page 1 83554821v1 5. Plaintiff’s claim for breach of contract is barred in whole or in part because enforcing the contract at issue under the circumstances here would be unconscionable and would contravene public policy. 6. Plaintiff’s claim for breach of contract is barred in whole or in part because the contract at issue is unenforceable. To the extent the Court determines that such contract is enforceable but contains restraints that are not reasonable or that impose a greater restraint than is necessary to protect the goodwill or other business interest of Plaintiff, and the Court reforms such restraints, then Defendant is entitled to and seeks an award of the reasonable and necessary attorneys’ fees incurred herein in defending against Plaintiff’s breach of contract claim, pursuant to Section 15.51(c) of the Texas Business & Commerce Code. 7. Plaintiff’s claims for breach of fiduciary duty are barred in whole or in part due to Plaintiff’s own fault. 8. Plaintiff’s claims for breach of fiduciary duty are barred in whole or in part under the doctrine of estoppel. 9. Plaintiff’s claim for common law misappropriation is barred because Texas Uniform Trade Secrets Act supersedes and preempts any common law remedies that were available prior to its September 1, 2013 enactment. 10. Plaintiff’s claims are barred in whole or in part because Plaintiff has failed to mitigate its alleged damages. 11. Plaintiff’s claims are barred in whole or in part under the doctrine of unclean hands. III. JURY DEMAND 12. Defendant demands a trial by jury. IV. PARTIAL IDENTIFICATION INFORMATION 13. In accordance with Section 30.014(a) of the Texas Civil Practice & Remedies Code, Defendant Ben Bounous’s First Amended Answer, Affirmative Defenses, and Counterclaim – Page 2 83554821v1 the last three numbers of Defendant’s driver’s license number are 319; the last three numbers of Defendant’s social security number are 113. V. COUNTERCLAIM 14. Defendant/Counterclaimant Ben Bounous complains of certain acts and/or omissions of Plaintiff/Counter-Defendant Konectors, Inc. and for cause of action would show as follows: A. Parties 15. Bounous is a resident of Denton County, Texas. 16. Konectors is a Delaware corporation located at 6404 International Parkway, Suite 2000, Plano, Texas 75093. Konectors has already appeared herein and therefore issuance and service of citation are not necessary. B. Discovery Control Plan 17. Defendant proposes to conduct discovery in this case under a Level 2 Discovery Control Plan pursuant to Rule 190.3 of the Texas Rules of Civil Procedure. C. Jurisdiction and Venue 18. This Court has jurisdiction to adjudicate this counterclaim because the matters in controversy fall within the Court’s general jurisdiction and the amount in controversy exceeds the Court’s minimum jurisdictional limit. Venue is proper in Dallas County, Texas because a substantial part of the acts and/or omissions giving rise to Plaintiff’s liability occurred in Dallas County, Texas, which acts and/or omissions are related to the facts set forth in Plaintiff’s Original Petition. D. Monetary Relief Sought 19. Bounous seeks monetary relief of $100,000 or less. E. Factual Background 20. Konectors is a recruiting company that was originally formed in 2013 by its owner, Jiten “Jay” Nanda (“Nanda”). For the entirety of Bounous’ short tenure with Konectors, the Defendant Ben Bounous’s First Amended Answer, Affirmative Defenses, and Counterclaim – Page 3 83554821v1 responsibility for managing the company belonged to its executive vice-president, Adam Hartman (“Hartman”). Hartman was first introduced to Nanda by Bounous at around the time Konectors was formed, after Hartman prior general contracting company went out of business. 21. In 2013, Nanda hired Bounous to work as a recruiter for Konectors on a part-time basis. In his role as a recruiter, Bounous worked to identify qualified individuals in different organizations and connect them with Konectors’ clients. At that time, Bounous had approximately fifteen years of experience in recruiting candidates for information technology positions. 22. In 2014, Bounous began working for Konectors on a full-time basis. When he was hired by Konectors to be a full-time employee, Hartman represented to Bounous that Hartman intended to grow the company’s business portfolio, with an emphasis on placing candidates in high- level analytics and information technology positions, such as data scientists and business analysts. Hartman also represented to Bounous that even though he would initially be paid as an independent contractor, Bounous would be transitioned to full employee status when the company—which at that point was still in the “start-up” phase—had fully implemented all of its systems and procedures. Based on Hartman’s representations, Bounous signed an employment agreement with Konectors. 23. After Bounous started working for Konectors, it became clear over time that Hartman’s representations to Bounous were false. Far from making good faith efforts to grow Konectors’ business portfolio, Hartman was increasingly absent from the office for days at a time. Also, instead of placing candidates in high level analytics and IT positions, Konectors focused primarily on low-level engineering, surveying, financial, marketing, and administrative positions. The vast majority of these placements were for positions in the Dallas-Fort Worth metropolitan area. The company provided Bounous with no training whatsoever and as far as Bounous could tell, had adopted no policies or procedures to govern the operation and foster the growth of the business. 24. Hartman’s personal behavior also became erratic. He sent unprofessional and, at Defendant Ben Bounous’s First Amended Answer, Affirmative Defenses, and Counterclaim – Page 4 83554821v1 times, abusive and profanity-laced emails and text messages to Bounous. Hartman even terminated Bounous simply because he learned that Bounous had remained friends with a mutual acquaintance with whom Hartman had had a falling out. Hartman discovered that Bounous had remained friends with this mutual acquaintance because Hartman took Bounous’s personal cell phone from off of his desk and began browsing through Bounous’s private text messages. When Hartman found text messages between Bounous and the person from whom Hartman had become estranged, he began screaming obscenities at Bounous. After continuing this tirade for approximately an hour, Hartman terminated Bounous, told Bounous to leave his laptop and keys on his desk, and get out of Konectors’ office.1 Hartman called Bounous later that evening and told Bounous that if he wanted his job back, he would have to prepare a presentation explaining why he should be given back his job. Bounous refused but after further discussion, Hartman offered to re-hire Bounous. Bounous agreed. Hartman did not ask Bounous to sign any agreements when it re-hired him. 25. Hartman’s bizarre behavior only worsened over time, including starting verbal and physical confrontations with the employees of another company that shared office space with Konectors. On at least two occasions, Hartman also exited his vehicle during group lunches with other Konectors’ personnel and started verbal altercations with other motorists. 26. On Hartman’s watch, Konectors also began experiencing substantial financial difficulties. On multiple occasions, Bounous and other Konectors’ personnel were paid late or learned that a Konectors paycheck had “bounced” due to insufficient funds in Konectors’ accounts. To this day, Konectors still owes Bounous and others back wages. Bounous also learned that Hartman was transferring money to Konectors’ accounts from the accounts of other unrelated, Nanda-owned companies that Hartman was managing, presumably to keep Konectors solvent. 27. Beyond the complications Hartman’s mismanagement of the company caused in the 1 Hartman’s language when he finally ejected Bounous from the office was far more colorful and offensive but for purposes of decorum, Hartman’s exact choice of words will not be restated verbatim in this pleading. Defendant Ben Bounous’s First Amended Answer, Affirmative Defenses, and Counterclaim – Page 5 83554821v1 personal lives of its personnel, Konectors’ financial shortcomings also jeopardized its relationship with the company’s limited client base, the candidates it placed with those clients, and its vendors. For example, Bounous learned that Konectors had not paid one candidate it had placed in a temporary position, even though Konectors invoiced its client for the placement and the client had already conveyed to Konectors the funds from which the person was supposed to be paid. When the client learned of the non-payment, it was obviously quite upset and reached out to Hartman to try and resolve the issue. Hartman, though, stopped returning the client’s calls and the client reached out to Bounous. 28. At one point, Bounous and Konectors’ other personnel also learned from a potential client that Konectors had lost its corporate charter due to non-payment of taxes. Suffice it to say, that client was not willing to do business with Konectors after it learned that Konectors wasn’t paying its taxes and had permitted its corporate charter to be voided. 29. Konectors also failed to pay all of its vendors, including the vendor that provided its customer relationship management database, which caused Konectors to lose access to its own customer list and related data. 30. Understandably, as these problems continued to mount, Bounous and Konectors’ other personnel became increasingly concerned about Konectors’ continued viability, and also worried that Hartman’s unprofessional demeanor in his interactions with third parties would reflect negatively upon them and ultimately cause irreparable damage to their own professional reputations. 31. In the Fall of 2015, Hartman told Ken Craig, Konectors’ director of business development, that Konectors’ owner, Jay Nanda, would soon be convicted on federal charges pertaining to a “benching” scheme he had perpetrated in connection with the operation of another company he owned, Dibon Solutions. (In short, under the scheme, Nanda and his co-conspirators defrauded the government by recruiting foreign workers with computer expertise who wanted to Defendant Ben Bounous’s First Amended Answer, Affirmative Defenses, and Counterclaim – Page 6 83554821v1 work in the United States, sponsoring their H-1B visas with the stated purpose of working at Dibon’s headquarters and then—contrary to the representations made to the workers and the government— requiring the workers to prove consulting services to third-party companies and paying them only when the third-party companies paid Dibon.) Bounous was already aware of the ongoing criminal case against Nanda, as Hartman had previously discussed the criminal charges against Nanda with him. Hartman had also represented to Bounous that in light of Nanda’s prospective criminal conviction, and out of concern that his holdings might be seized, Nanda would be “signing over” ownership of Konectors to Hartman.2 32. In December 2015, Bounous and the other Konectors personnel learned that there was again no money in Konectors’ checking account. 33. After laboring in this toxic working environment for almost two years, never knowing if his supervisor would show up in the office or if his next paycheck would even clear, in January of 2016, Bounous concluded his only option was to find somewhere else to work. On February 1, 2016, Bounous provided notice to Konectors that he was resigning, effective immediately. Despite Hartman’s representations when Bounous signed the employment agreement—which representations Hartman repeated to Bounous multiple times while Bounous was working at Konectors—Bounous was never transitioned to full employee status and was paid as an independent contractor for the entire two years he spent at Konectors. 34. After leaving Konectors, Bounous went to work for JBCConnect CA, LLC, a global, full service creative technology talent agency that brings exceptional talent from the advertising, media, marketing, public relations, technology and creative industries to the world’s most innovative agencies and tech-forward companies. Since joining JBC, Bounous has not placed any candidates in employment positions located in the Dallas-Fort Worth metropolitan area. 2 On June 3, 2016, Hartman’s prediction became a reality when Nanda was convicted on one count of visa fraud, one count of harboring illegal aliens, and four counts of wire fraud. Nanda was sentenced to serve eighty-seven (87) months in a federal penitentiary. Defendant Ben Bounous’s First Amended Answer, Affirmative Defenses, and Counterclaim – Page 7 83554821v1 F. Causes of Action 1. Count One – Promissory Estoppel 35. Konectors made a promise to Bounous that it would pay him for his personal services as a recruiter. Bounous reasonably and substantially relied on Konectors’ promise by agreeing to work for Konectors, which reliance was foreseeable to Konectors. Injustice can only be avoided by enforcing Konectors’ promise to Bounous and requiring it to pay to him all sums it has wrongfully withheld and failed to pay to him, which sums Bounous seeks to recover herein. 2. Count 2 – Quantum Meruit 36. Bounous provided valuable personal services to Konectors by working for it as a recruiter. The services were provided for Konectors and Konectors accepted Bounous’s services. Konectors had reasonable notice that Bounous expected compensation for his services but it nevertheless failed to pay him full and just compensation for those services, the reasonable value of which Bounous seeks to recover herein. 3. Count 3 – Breach of Contract 37. Alternatively, if the Court determines that Bounous remains bound by the employment agreement he signed with Konectors, Konectors breached the agreement by not paying Bounous the compensation due to him timely or in full.. Konectors agreed to pay compensation to Bounous for his personal services and Bounous performed under the agreement by working as a recruiter for Konectors. Konectors’ breach of the agreement has directly and proximately caused Bounous to suffer legal injury resulting in monetary damages within the jurisdictional limits of this Court, which Bounous seeks to recover herein. Bounous further seeks an award of the reasonable and necessary attorneys’ fees incurred by him herein. VI. PRAYER WHEREFORE, PREMISES CONSIDERED, Defendant Ben Bounous respectfully prays that Defendant Ben Bounous’s First Amended Answer, Affirmative Defenses, and Counterclaim – Page 8 83554821v1 Plaintiff Konectors, Inc. take nothing by way of this suit, that the Court enter a judgment in favor of Bounous for all of his applicable legal damages, and that Defendant recover his reasonable and necessary attorneys’ fees and costs of court incurred herein, together with such other and further relief to which Defendant may be justly entitled, whether at law or in equity. Respectfully Submitted /s/ D. Alexander Harrell D. ALEXANDER HARRELL State Bar No. 24055624 alex.harrell@sedgwicklaw.com BRADLEY A. MONK State Bar No. 24077502 brad.monk@sedgwicklaw.com SEDGWICK LLP 1717 Main Street, Suite 5400 Dallas, Texas 75201 (469) 227-8200 (Telephone) (469) 227-8004 (Facsimile) ATTORNEYS FOR DEFENDANT BEN BOUNOUS CERTIFICATE OF SERVICE I hereby certify that on September 2, 2016, a true and correct copy of the foregoing document was served on all counsel of record via efiletexas.gov and in accordance with Rule 21a of the Texas Rules of Civil Procedure as follows: Via Email: bill@garrisonpc.com William J. Garrison 4514 Cole Avenue, Suite 600 Dallas, Texas 75205 /s/ D. Alexander Harrell D. ALEXANDER HARRELL Defendant Ben Bounous’s First Amended Answer, Affirmative Defenses, and Counterclaim – Page 9 83554821v1