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Filing # 69484636 E-Filed 03/19/2018 04:06:40 PM
IN THE CIRCUIT COURT OF THE 17TH
JUDICIAL CIRCUIT IN AND FOR
BROWARD COUNTY, FLORIDA
CASE NO. CACE 17-012170 Div. 4
GOURMET SEAFOOD WORLD, LLC, a
Florida Limited Liability Company,
Plaintiff,
vs.
DELUXE SEAFOOD GROUP, LLC, a
Florida Limited Liability Company,
DIAMOND CENTURION GROUP, LLC, a
Florida Limited Liability Company, VADIM
BULAVCHIK, SAMANTHA KNOWLES,
DAVID LEE WHATLEY, JR., and
ZACHARY DAVID TAYLOR,
Defendants.
/
DEFENDANTS’, SAMANTHA KNOWLES, DAVID WHATLEY, AND ZACHARY
TAYLOR, AMENDED ANSWER AND AFFIRMATIVE DEFENSES TO PLAINTIFF’S
FIRST AMENDED COMPLAINT
Defendants, SAMANTHA KNOWLES (“Knowles”), DAVID LEE WHATLEY, JR.
(“Whatley”), and ZACHARY DAVID TAYLOR (“Taylor”) (collectively, “Defendants”), by and
through undersigned counsel, hereby file this their Amended Answer and Affirmative Defenses
to Plaintiff's First Amended Complaint (“Complaint”) and, in support thereof, state as follows:
1. Defendants admit that this is an action seeking damages but deny all other
allegations of Paragraph | and demand strict proof thereof.
2. Defendants deny the allegations of Paragraph 2 of the Complaint and demand
strict proof thereof.
3. Defendants deny knowledge or information sufficient to form a belief as to the
truth of the allegations set forth in Paragraphs 3 through 6 of the Complaint, and therefore deny
same and demand strict proof thereof.
HABER SLADE, P.A.
201 S. BISCAYNE BLVD., SUITE 1205, MIAMI, FLORIDA 33131
*** FILED: BROWARD COUNTY, FL BRENDA D. FORMAN, CLERK 3/19/2018 4:06:40 PM.****4. Defendants deny the allegations of Paragraph 7 of the Complaint, except admit
that Whatley resides in Broward County, Florida.
5. Defendants deny the allegations of Paragraph 8 of the Complaint, except admit
that Taylor resides in Broward County, Florida.
6. Defendants deny the allegations of Paragraph 9 of the Complaint, except admit
that Knowles resides in Broward County, Florida.
7. Defendants deny and demand strict proof of the allegations of Paragraphs 10-14,
except admit that certain documents were signed when Defendants’ employment commenced
with Plaintiff, but Defendants do not have copies of such documents. Defendants deny having
knowledge of exactly what documents were signed by them at the time that their employment
commenced, and demand strict proof thereof.
8. Defendants deny the allegations of Paragraphs 15-19 of the Complaint and
demand strict proof thereof.
COUNTI
(TEMPORARY AND PERMANENT INJUNCTIVE RELIEF FOR BREACH OF
NON-COMPETE AGREEMENT — KNOWLES)
9. In response to Paragraphs 20 through 24, Defendants Whatley and Taylor state
that they are not required to respond, as Count I is not directed toward either of them. To the
extent that any allegations contained in Count I pertain to Defendants Whatley and/or Taylor,
those allegations are specifically denied and strict proof of same is demanded by Defendants
Whatley and Taylor.
10. Defendant Knowles re-alleges and reincorporates her responses above to
Paragraphs 1 through 19 as if fully set forth herein.
IL. Defendant Knowles denies the allegations of Paragraphs 20 through 24 of the
Page 2 of 12
HABER SLADE, P.A.
201 S. BISCAYNE BLVD., SUITE 1205, MIAMI, FLORIDA 33131Complaint and demands strict proof thereof.
COUNT I
(TEMPORARY AND PERMANENT INJUNCTIVE RELIEF FOR BREACH OF
NON-COMPETE AGREEMENT — WHATLEY)
12. In response to Paragraphs 25 through 29, Defendants Knowles and Taylor state
that they are not required to respond, as Count II is not directed toward either of them. To the
extent that any allegations contained in Count II pertain to Defendants Knowles and/or Taylor,
those allegations are specifically denied and strict proof of same is demanded by Defendants
Knowles and Taylor.
13. Defendant Whatley re-alleges and reincorporates his responses above to
Paragraphs | through 19 as if fully set forth herein.
14, Defendant Whatley denies the allegations of Paragraphs 25 through 29 of the
Complaint and demands strict proof thereof.
COUNT UI
(TEMPORARY AND PERMANENT INJUNCTIVE RELIEF FOR BREACH OF
NON-COMPETE AGREEMENT — TAYLOR)
15. In response to Paragraphs 30 through 34, Defendants Whatley and Knowles state
that they are not required to respond, as Count III is not directed toward either of them. To the
extent that any allegations contained in Count III pertain to Defendants Whatley and/or Knowles,
those allegations are specifically denied and strict proof of same is demanded by Defendants
Whatley and Knowles.
16. Defendant Taylor re-alleges and reincorporates his responses above to Paragraphs
1 through 19 as if fully set forth herein.
17. Defendant Taylor denies the allegations of Paragraphs 30 through 34 of the
Complaint and demands strict proof thereof.
Page 3 of 12
HABER SLADE, P.A.
201 S. BISCAYNE BLVD., SUITE 1205, MIAMI, FLORIDA 33131COUNT IV
(AGAINST BULAVCHIK)
18. In response to Paragraphs 35 through 37, Defendants state that they are not
required to respond, as Count IV is not directed toward any of them. To the extent that any
allegations contained in Count IV pertain to these Defendants, those allegations are specifically
denied and strict proof of same is demanded by Defendants.
COUNT V
(TEMPORARY AND PERMANENT INJUNCTIVE RELIEF —- WHATLEY,
PURSUANT TO ESS. § 688.001 et seq., “UNIFORM TRADE SECRETS ACT”)
19. In response to Paragraphs 38 through 40, Defendants Knowles and Taylor state
that they are not required to respond, as Count V is not directed toward either of them. To the
extent that any allegations contained in Count V pertain to Defendants Knowles and/or Taylor,
those allegations are specifically denied and strict proof of same is demanded by Defendants
Knowles and Taylor.
20. Defendant Whatley re-alleges and reincorporates his responses above to
Paragraphs | through 19 as if fully set forth herein.
21. Defendant Whatley denies the allegations of Paragraphs 38 through 40 of the
Complaint and demands strict proof thereof.
COUNT VI
(TEMPORARY AND PERMANENT INJUNCTIVE RELIEF — TAYLOR,
PURSUANT TO F. 688.001 et seq., “UNIFORM TRADE SECRETS ACT”:
22. In response to Paragraphs 41 through 43, Defendants Whatley and Knowles state
that they are not required to respond, as Count VI is not directed toward either of them. To the
extent that any allegations contained in Count VI pertain to Defendants Whatley and/or Knowles,
those allegations are specifically denied and strict proof of same is demanded by Defendants
Whatley and Knowles.
Page 4 of 12
HABER SLADE, P.A.
201 S. BISCAYNE BLVD., SUITE 1205, MIAMI, FLORIDA 3313123. Defendant Taylor re-alleges and reincorporates his responses above to Paragraphs
1 through 19 as if fully set forth herein.
24, Defendant Taylor denies the allegations of Paragraphs 41 through 43 of the
Complaint and demands strict proof thereof.
COUNT VII
(TEMPORARY AND PERMANENT INJUNCTIVE RELIEF —- KNOWLES,
PURSUANT TOES. § 688.001 et seq.. “UNIFORM TRADE SECRETS ACT”
25. In response to Paragraphs 44 through 46, Defendants Whatley and Taylor state
that they are not required to respond, as Count VII is not directed toward either of them. To the
extent that any allegations contained in Count VII pertain to Defendants Whatley and/or Taylor,
those allegations are specifically denied and strict proof of same is demanded by Defendants
Whatley and Taylor.
26. Defendant Knowles re-alleges and reincorporates her responses above to
Paragraphs | through 19 as if fully set forth herein.
27. Defendant Knowles denies the allegations of Paragraphs 44 through 46 of the
Complaint and demands strict proof thereof.
COUNT Vill
(AGAINST BULAVCHIKk)
28. In response to Paragraphs 47 through 50, Defendants state that they are not
requited to respond, as Count VIII is not directed toward any of them. To the extent that any
allegations contained in Count VIII pertain to these Defendants, those allegations are specifically
denied and strict proof of same is demanded by Defendants.
COUNT IX
(DAMAGES — WHATLEY, PURSUANT TO ESS. § 688.004)
29. In response to Paragraphs 51 through 54, Defendants Knowles and Taylor state
Page 5 of 12
HABER SLADE, P.A.
201 S. BISCAYNE BLVD., SUITE 1205, MIAMI, FLORIDA 33131that they are not required to respond, as Count IX is not directed toward either of them. To the
extent that any allegations contained in Count IX pertain to Defendants Knowles and/or Taylor,
those allegations are specifically denied and strict proof of same is demanded by Defendants
Knowles and Taylor.
30. Defendant Whatley re-alleges and reincorporates his responses above to
Paragraphs | through 19 as if fully set forth herein.
31. Defendant Whatley denies the allegations of Paragraphs 51 through 54 of the
Complaint and demands strict proof thereof.
COUNT X
(DAMAGES — TAYLOR, PURSUANT TO ES. § 688.004)
32. In response to Paragraphs 55 through 58, Defendants Whatley and Knowles state
that they are not required to respond, as Count X is not directed toward either of them. To the
extent that any allegations contained in Count X pertain to Defendants Whatley and/or Knowles,
those allegations are specifically denied and strict proof of same is demanded by Defendants
Whatley and Knowles.
33. Defendant Taylor re-alleges and reincorporates his responses above to Paragraphs
1 through 19 as if fully set forth herein.
34. Defendant Taylor denies the allegations of Paragraphs 55 through 58 of the
Complaint and demands strict proof thereof.
COUNT XI
(DAMAGES ~ KNOWLES, PURSUANT TO ESS. § 688.004)
35. In response to Paragraphs 59 through 62, Defendants Whatley and Taylor state
that they are not required to respond, as Count XI is not directed toward either of them. To the
extent that any allegations contained in Count XI pertain to Defendants Whatley and/or Taylor,
Page 6 of 12
HABER SLADE, P.A.
201 S. BISCAYNE BLVD., SUITE 1205, MIAMI, FLORIDA 33131those allegations are specifically denied and strict proof of same is demanded by Defendants
Whatley and Taylor.
36. Defendant Knowles re-alleges and reincorporates her responses above to
Paragraphs | through 19 as if fully set forth herein.
37. Defendant Knowles denies the allegations of Paragraphs 59 through 62 of the
Complaint and demands strict proof thereof.
COUNTS XII, XI, XIV, AND XV
(AGAINST BULAVCHIK AND DSG)
38. In response to Paragraphs 63 through 81, Defendants state that they are not
required to respond, as Counts XII, XIII, XIV, and XV are not directed toward any of them. To
the extent that any allegations contained in Counts XII, XIII, XIV, and/or XV pertain to these
Defendants, those allegations are specifically denied and strict proof of same is demanded by
Defendants.
COUNT XVI
VIOLATION OF ES.
et seq. - KNOWLES’
39. In response to Paragraphs 82 through 87, Defendants Whatley and Taylor state
that they are not required to respond, as Count XVI is not directed toward either of them. To the
extent that any allegations contained in Count XVI pertain to Defendants Whatley and/or Taylor,
those allegations are specifically denied and strict proof of same is demanded by Defendants
Whatley and Taylor.
40. Defendant Knowles re-alleges and reincorporates her responses above to
Paragraphs | through 19 as if fully set forth herein.
41. In response to Paragraphs 82 through 84, Defendant Knowles states that the cited
statutory provisions speak for themselves, and further refers the Court to such provisions for
Page 7 of 12
HABER SLADE, P.A.
201 S. BISCAYNE BLVD., SUITE 1205, MIAMI, FLORIDA 33131their full effect and content.
42. Defendant Knowles denies the allegations of Paragraphs 85 through 87 of the
Complaint and demands strict proof thereof.
COUNT XVII
(VIOLATION OF ESS. § 668.803 et seq. - WHATLEY)
43. In response to Paragraphs 88 through 93, Defendants Knowles and Taylor state
that they are not required to respond, as Count XVII is not directed toward either of them. To
the extent that any allegations contained in Count XVII pertain to Defendants Knowles and/or
Taylor, those allegations are specifically denied and strict proof of same is demanded by
Defendants Knowles and Taylor.
44. Defendant Whatley re-alleges and reincorporates his responses above to
Paragraphs | through 19 as if fully set forth herein.
45. In response to Paragraphs 88 through 90, Defendant Whatley states that the cited
statutory provisions speak for themselves, and further refers the Court to such provisions for
their full effect and content.
46. | Defendant Whatley denies the allegations of Paragraphs 91 through 93 of the
Complaint and demands strict proof thereof.
COUNT XVUI
(VIOLATION OF ES. § 668.803 et seq. - TAYLOR)
47. In response to Paragraphs 94 through 99, Defendants Whatley and Knowles state
that they are not required to respond, as Count XVIII is not directed toward either of them. To
the extent that any allegations contained in Count XVIII pertain to Defendants Whatley and/or
Knowles, those allegations are specifically denied and strict proof of same is demanded by
Defendants Whatley and Knowles.
Page 8 of 12
HABER SLADE, P.A.
201 S. BISCAYNE BLVD., SUITE 1205, MIAMI, FLORIDA 3313148. Defendant Taylor re-alleges and reincorporates his responses above to Paragraphs
1 through 19 as if fully set forth herein.
49, In response to Paragraphs 94 through 96, Defendant Taylor states that the cited
statutory provisions speak for themselves, and further refers the Court to such provisions for
their full effect and content.
50. Defendant Taylor denies the allegations of Paragraphs 97 through 99 of the
Complaint and demands strict proof thereof.
COUNTS XIX, XX, XXI, AND XXII
(AGAINST BULAVCHIK, DSG, AND DCG)
51. In response to Paragraphs 100 through 117, Defendants state that they are not
required to respond, as Counts XIX, XX, XXI, and XXII are not directed toward any of them.
To the extent that any allegations contained in Counts XIX, XX, XXI, and/or XXII pertain to
these Defendants, those allegations are specifically denied and strict proof of same is demanded
by Defendants.
52. Any allegation not specifically addressed in this Answer is hereby denied and
strict proof thereof demanded by the Defendants.
AFFIRMATIVE DEFENSES
1. Plaintiffs claims based on the alleged non-compete agreement are barred because
Plaintiff has not attached a signed writing as an exhibit to the First Amended Complaint, and
therefore the alleged non-compete agreement is barred by the terms of F.S. § 542.335 (1)(a) and
the Statute of Frauds, F.S. § 725.01 et seq.
2. To the extent Plaintiff attempts to allege an oral non-compete agreement, the
Statute of Frauds, F.S. § 725.01 et seq., bars its claim, since that agreement, by its terms, cannot
be fully performed within one (1) year.
Page 9 of 12
HABER SLADE, P.A.
201 S. BISCAYNE BLVD., SUITE 1205, MIAMI, FLORIDA 331313. The alleged non-compete agreement is void and unenforceable, as there was no
meeting of the minds with respect to any restrictive covenant and/or the alleged non-compete
agreement is procedurally and/or substantively unconscionable.
4, The alleged non-compete agreement is void and unenforceable, as it is
unreasonable in location/area and scope, and further fails to define the specific area it covers, and
thus constitutes an invalid restraint on trade or commerce.
5. The alleged non-compete agreement only prohibits competition in the
photography business, not the seafood business, and is therefore of no force or effect here.
6. In the event that Plaintiff is able to prove the existence of a signed agreement, as
claimed in its Complaint, then venue properly lies in Miami-Dade Circuit Court.
7. Plaintiff cannot meet its burden to enforce any restrictive covenant under F.S. §
542,335, since Plaintiff has no legitimate business interests in its alleged trade secrets.
8. Plaintiff cannot demonstrate any protectable trade secrets to warrant an injunction
and/or damages, as Plaintiff cannot show it has taken reasonable steps to protect its alleged trade
secrets and/or that those alleged trade secrets are not already available in the public domain.
9. Plaintiff cannot demonstrate any protectable trade secrets to warrant an injunction
and/or damages, as Plaintiff cannot show it has substantial relationships with specific prospective
or existing customers sufficient to establish its trade secrets or to warrant an injunction and/or
damages.
10. Plaintiff cannot demonstrate that it has substantial relationships with specific
prospective or existing customers sufficient to establish its trade secrets or to warrant an
injunction.
ll. Plaintiff's claims are barred and/or limited as a result of Plaintiffs failure to
Page 10 of 12
HABER SLADE, P.A.
201 S. BISCAYNE BLVD., SUITE 1205, MIAMI, FLORIDA 33131mitigate its damages, including but not limited to, Plaintiffs failure to protect its alleged
confidential, trade secret and/or proprietary information from public disclosure.
12. Plaintiff's claims for injunctive relief are barred because Plaintiff is not likely to
succeed on the merits of its claims.
13. Plaintiff has not suffered irreparable injury to support its claims for injunctive
relief.
14. The balance of the equities do not tip in Plaintiff's favor to support its claims for
injunctive relief,
15. Plaintiff is not entitled to injunctive relief due to its failure to post a bond and/or
allege that it will post a bond pursuant to Fla. R. Civ. P. 1.610.
16. Plaintiff lacks cleans hands and, therefore, may not pursue this action.
17. Plaintiff’s claims are barred by the doctrine of equitable estoppel.
18. Plaintiff's claims fail because, to the extent that Defendants were involved in the
seafood business in or after April 2017, Plaintiff had full knowledge of same and/or authorized
and agreed to such circumstances. Therefore, Plaintiff's claims are barred by the doctrine of
waiver.
19, Plaintiff's claims under F.S. Chapter 668 fail because any access by Defendants to
a computer owned and/or utilized by or on behalf of GSW was with GSW’s full knowledge and
authorization.
Defendants reserve the right to amend these Affirmative Defenses if and when additional
information becomes available.
WHEREFORE, Defendants, Knowles, Whatley, and Taylor, respectfully request that
Plaintiff take nothing by this Action, and that this Court enter judgment in favor of Defendants,
Page 11 of 12
HABER SLADE, P.A.
201 S. BISCAYNE BLVD., SUITE 1205, MIAMI, FLORIDA 33131dismissing Plaintiffs Complaint, with costs and attorneys’ fees to be awarded to Defendants to
the extent recoverable, under F.S. Chapter 542, F.S. Chapter 668, F.S. Chapter 688, and/or any
other statutory or contractual basis which may apply, and any such other and further relief as this
Court may deem just and proper.
CERTIFICATE OF SERVICE
WE HEREBY CERTIFY that on March 19, 2018, we electronically filed the foregoing
document with the Miami-Dade County Clerk of Court and by automatic e-mails generated
through the E-filing Portal System served the foregoing document on: Timothy M. Hartley,
Hartley Law Offices, PLC, 12 SE 7" Street, Suite 606, Ft. Lauderdale, FL 33301,
hartley@hartleylaw.net.
Respectfully submitted,
HABER SLADE, P.A.
Counsel for Defendants
201 S. Biscayne Blvd., Suite 1205
Miami, Florida 33131
Tel: (305) 379-2400
Fax: (305) 379-1106
dbhpaservice@dhaberlaw.com
's/ Roger Slade
ROGER SLADE, ESQ.
Fla. Bar No. 41319
rslade(@dhaberlaw.com
REBECCA NEWMAN CASAMAYOR, ESQ.
Fla Bar. No. 99070
{haberlaw.com
rcasamayc
cpla@dhaberlaw.com
Page 12 of 12
HABER SLADE, P.A.
201 S. BISCAYNE BLVD., SUITE 1205, MIAMI, FLORIDA 33131
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Filing # 69484636 E-Filed 03/19/2018 04:06:40 PM IN THE CIRCUIT COURT OF THE 17TH JUDICIAL CIRCUIT IN AND FOR BROWARD COUNTY, FLORIDA CASE NO. CACE 17-012170 Div. 4 GOURMET SEAFOOD WORLD, LLC, a Florida Limited Liability Company, Plaintiff, vs. DELUXE SEAFOOD GROUP, LLC, a Florida Limited Liability Company, DIAMOND CENTURION GROUP, LLC, a Florida Limited Liability Company, VADIM BULAVCHIK, SAMANTHA KNOWLES, DAVID LEE WHATLEY, JR., and ZACHARY DAVID TAYLOR, Defendants. / DEFENDANTS’, SAMANTHA KNOWLES, DAVID WHATLEY, AND ZACHARY TAYLOR, AMENDED ANSWER AND AFFIRMATIVE DEFENSES TO PLAINTIFF’S FIRST AMENDED COMPLAINT Defendants, SAMANTHA KNOWLES (“Knowles”), DAVID LEE WHATLEY, JR. (“Whatley”), and ZACHARY DAVID TAYLOR (“Taylor”) (collectively, “Defendants”), by and through undersigned counsel, hereby file this their Amended Answer and Affirmative Defenses to Plaintiff's First Amended Complaint (“Complaint”) and, in support thereof, state as follows: 1. Defendants admit that this is an action seeking damages but deny all other allegations of Paragraph | and demand strict proof thereof. 2. Defendants deny the allegations of Paragraph 2 of the Complaint and demand strict proof thereof. 3. Defendants deny knowledge or information sufficient to form a belief as to the truth of the allegations set forth in Paragraphs 3 through 6 of the Complaint, and therefore deny same and demand strict proof thereof. HABER SLADE, P.A. 201 S. BISCAYNE BLVD., SUITE 1205, MIAMI, FLORIDA 33131 *** FILED: BROWARD COUNTY, FL BRENDA D. FORMAN, CLERK 3/19/2018 4:06:40 PM.****4. Defendants deny the allegations of Paragraph 7 of the Complaint, except admit that Whatley resides in Broward County, Florida. 5. Defendants deny the allegations of Paragraph 8 of the Complaint, except admit that Taylor resides in Broward County, Florida. 6. Defendants deny the allegations of Paragraph 9 of the Complaint, except admit that Knowles resides in Broward County, Florida. 7. Defendants deny and demand strict proof of the allegations of Paragraphs 10-14, except admit that certain documents were signed when Defendants’ employment commenced with Plaintiff, but Defendants do not have copies of such documents. Defendants deny having knowledge of exactly what documents were signed by them at the time that their employment commenced, and demand strict proof thereof. 8. Defendants deny the allegations of Paragraphs 15-19 of the Complaint and demand strict proof thereof. COUNTI (TEMPORARY AND PERMANENT INJUNCTIVE RELIEF FOR BREACH OF NON-COMPETE AGREEMENT — KNOWLES) 9. In response to Paragraphs 20 through 24, Defendants Whatley and Taylor state that they are not required to respond, as Count I is not directed toward either of them. To the extent that any allegations contained in Count I pertain to Defendants Whatley and/or Taylor, those allegations are specifically denied and strict proof of same is demanded by Defendants Whatley and Taylor. 10. Defendant Knowles re-alleges and reincorporates her responses above to Paragraphs 1 through 19 as if fully set forth herein. IL. Defendant Knowles denies the allegations of Paragraphs 20 through 24 of the Page 2 of 12 HABER SLADE, P.A. 201 S. BISCAYNE BLVD., SUITE 1205, MIAMI, FLORIDA 33131Complaint and demands strict proof thereof. COUNT I (TEMPORARY AND PERMANENT INJUNCTIVE RELIEF FOR BREACH OF NON-COMPETE AGREEMENT — WHATLEY) 12. In response to Paragraphs 25 through 29, Defendants Knowles and Taylor state that they are not required to respond, as Count II is not directed toward either of them. To the extent that any allegations contained in Count II pertain to Defendants Knowles and/or Taylor, those allegations are specifically denied and strict proof of same is demanded by Defendants Knowles and Taylor. 13. Defendant Whatley re-alleges and reincorporates his responses above to Paragraphs | through 19 as if fully set forth herein. 14, Defendant Whatley denies the allegations of Paragraphs 25 through 29 of the Complaint and demands strict proof thereof. COUNT UI (TEMPORARY AND PERMANENT INJUNCTIVE RELIEF FOR BREACH OF NON-COMPETE AGREEMENT — TAYLOR) 15. In response to Paragraphs 30 through 34, Defendants Whatley and Knowles state that they are not required to respond, as Count III is not directed toward either of them. To the extent that any allegations contained in Count III pertain to Defendants Whatley and/or Knowles, those allegations are specifically denied and strict proof of same is demanded by Defendants Whatley and Knowles. 16. Defendant Taylor re-alleges and reincorporates his responses above to Paragraphs 1 through 19 as if fully set forth herein. 17. Defendant Taylor denies the allegations of Paragraphs 30 through 34 of the Complaint and demands strict proof thereof. Page 3 of 12 HABER SLADE, P.A. 201 S. BISCAYNE BLVD., SUITE 1205, MIAMI, FLORIDA 33131COUNT IV (AGAINST BULAVCHIK) 18. In response to Paragraphs 35 through 37, Defendants state that they are not required to respond, as Count IV is not directed toward any of them. To the extent that any allegations contained in Count IV pertain to these Defendants, those allegations are specifically denied and strict proof of same is demanded by Defendants. COUNT V (TEMPORARY AND PERMANENT INJUNCTIVE RELIEF —- WHATLEY, PURSUANT TO ESS. § 688.001 et seq., “UNIFORM TRADE SECRETS ACT”) 19. In response to Paragraphs 38 through 40, Defendants Knowles and Taylor state that they are not required to respond, as Count V is not directed toward either of them. To the extent that any allegations contained in Count V pertain to Defendants Knowles and/or Taylor, those allegations are specifically denied and strict proof of same is demanded by Defendants Knowles and Taylor. 20. Defendant Whatley re-alleges and reincorporates his responses above to Paragraphs | through 19 as if fully set forth herein. 21. Defendant Whatley denies the allegations of Paragraphs 38 through 40 of the Complaint and demands strict proof thereof. COUNT VI (TEMPORARY AND PERMANENT INJUNCTIVE RELIEF — TAYLOR, PURSUANT TO F. 688.001 et seq., “UNIFORM TRADE SECRETS ACT”: 22. In response to Paragraphs 41 through 43, Defendants Whatley and Knowles state that they are not required to respond, as Count VI is not directed toward either of them. To the extent that any allegations contained in Count VI pertain to Defendants Whatley and/or Knowles, those allegations are specifically denied and strict proof of same is demanded by Defendants Whatley and Knowles. Page 4 of 12 HABER SLADE, P.A. 201 S. BISCAYNE BLVD., SUITE 1205, MIAMI, FLORIDA 3313123. Defendant Taylor re-alleges and reincorporates his responses above to Paragraphs 1 through 19 as if fully set forth herein. 24, Defendant Taylor denies the allegations of Paragraphs 41 through 43 of the Complaint and demands strict proof thereof. COUNT VII (TEMPORARY AND PERMANENT INJUNCTIVE RELIEF —- KNOWLES, PURSUANT TOES. § 688.001 et seq.. “UNIFORM TRADE SECRETS ACT” 25. In response to Paragraphs 44 through 46, Defendants Whatley and Taylor state that they are not required to respond, as Count VII is not directed toward either of them. To the extent that any allegations contained in Count VII pertain to Defendants Whatley and/or Taylor, those allegations are specifically denied and strict proof of same is demanded by Defendants Whatley and Taylor. 26. Defendant Knowles re-alleges and reincorporates her responses above to Paragraphs | through 19 as if fully set forth herein. 27. Defendant Knowles denies the allegations of Paragraphs 44 through 46 of the Complaint and demands strict proof thereof. COUNT Vill (AGAINST BULAVCHIKk) 28. In response to Paragraphs 47 through 50, Defendants state that they are not requited to respond, as Count VIII is not directed toward any of them. To the extent that any allegations contained in Count VIII pertain to these Defendants, those allegations are specifically denied and strict proof of same is demanded by Defendants. COUNT IX (DAMAGES — WHATLEY, PURSUANT TO ESS. § 688.004) 29. In response to Paragraphs 51 through 54, Defendants Knowles and Taylor state Page 5 of 12 HABER SLADE, P.A. 201 S. BISCAYNE BLVD., SUITE 1205, MIAMI, FLORIDA 33131that they are not required to respond, as Count IX is not directed toward either of them. To the extent that any allegations contained in Count IX pertain to Defendants Knowles and/or Taylor, those allegations are specifically denied and strict proof of same is demanded by Defendants Knowles and Taylor. 30. Defendant Whatley re-alleges and reincorporates his responses above to Paragraphs | through 19 as if fully set forth herein. 31. Defendant Whatley denies the allegations of Paragraphs 51 through 54 of the Complaint and demands strict proof thereof. COUNT X (DAMAGES — TAYLOR, PURSUANT TO ES. § 688.004) 32. In response to Paragraphs 55 through 58, Defendants Whatley and Knowles state that they are not required to respond, as Count X is not directed toward either of them. To the extent that any allegations contained in Count X pertain to Defendants Whatley and/or Knowles, those allegations are specifically denied and strict proof of same is demanded by Defendants Whatley and Knowles. 33. Defendant Taylor re-alleges and reincorporates his responses above to Paragraphs 1 through 19 as if fully set forth herein. 34. Defendant Taylor denies the allegations of Paragraphs 55 through 58 of the Complaint and demands strict proof thereof. COUNT XI (DAMAGES ~ KNOWLES, PURSUANT TO ESS. § 688.004) 35. In response to Paragraphs 59 through 62, Defendants Whatley and Taylor state that they are not required to respond, as Count XI is not directed toward either of them. To the extent that any allegations contained in Count XI pertain to Defendants Whatley and/or Taylor, Page 6 of 12 HABER SLADE, P.A. 201 S. BISCAYNE BLVD., SUITE 1205, MIAMI, FLORIDA 33131those allegations are specifically denied and strict proof of same is demanded by Defendants Whatley and Taylor. 36. Defendant Knowles re-alleges and reincorporates her responses above to Paragraphs | through 19 as if fully set forth herein. 37. Defendant Knowles denies the allegations of Paragraphs 59 through 62 of the Complaint and demands strict proof thereof. COUNTS XII, XI, XIV, AND XV (AGAINST BULAVCHIK AND DSG) 38. In response to Paragraphs 63 through 81, Defendants state that they are not required to respond, as Counts XII, XIII, XIV, and XV are not directed toward any of them. To the extent that any allegations contained in Counts XII, XIII, XIV, and/or XV pertain to these Defendants, those allegations are specifically denied and strict proof of same is demanded by Defendants. COUNT XVI VIOLATION OF ES. et seq. - KNOWLES’ 39. In response to Paragraphs 82 through 87, Defendants Whatley and Taylor state that they are not required to respond, as Count XVI is not directed toward either of them. To the extent that any allegations contained in Count XVI pertain to Defendants Whatley and/or Taylor, those allegations are specifically denied and strict proof of same is demanded by Defendants Whatley and Taylor. 40. Defendant Knowles re-alleges and reincorporates her responses above to Paragraphs | through 19 as if fully set forth herein. 41. In response to Paragraphs 82 through 84, Defendant Knowles states that the cited statutory provisions speak for themselves, and further refers the Court to such provisions for Page 7 of 12 HABER SLADE, P.A. 201 S. BISCAYNE BLVD., SUITE 1205, MIAMI, FLORIDA 33131their full effect and content. 42. Defendant Knowles denies the allegations of Paragraphs 85 through 87 of the Complaint and demands strict proof thereof. COUNT XVII (VIOLATION OF ESS. § 668.803 et seq. - WHATLEY) 43. In response to Paragraphs 88 through 93, Defendants Knowles and Taylor state that they are not required to respond, as Count XVII is not directed toward either of them. To the extent that any allegations contained in Count XVII pertain to Defendants Knowles and/or Taylor, those allegations are specifically denied and strict proof of same is demanded by Defendants Knowles and Taylor. 44. Defendant Whatley re-alleges and reincorporates his responses above to Paragraphs | through 19 as if fully set forth herein. 45. In response to Paragraphs 88 through 90, Defendant Whatley states that the cited statutory provisions speak for themselves, and further refers the Court to such provisions for their full effect and content. 46. | Defendant Whatley denies the allegations of Paragraphs 91 through 93 of the Complaint and demands strict proof thereof. COUNT XVUI (VIOLATION OF ES. § 668.803 et seq. - TAYLOR) 47. In response to Paragraphs 94 through 99, Defendants Whatley and Knowles state that they are not required to respond, as Count XVIII is not directed toward either of them. To the extent that any allegations contained in Count XVIII pertain to Defendants Whatley and/or Knowles, those allegations are specifically denied and strict proof of same is demanded by Defendants Whatley and Knowles. Page 8 of 12 HABER SLADE, P.A. 201 S. BISCAYNE BLVD., SUITE 1205, MIAMI, FLORIDA 3313148. Defendant Taylor re-alleges and reincorporates his responses above to Paragraphs 1 through 19 as if fully set forth herein. 49, In response to Paragraphs 94 through 96, Defendant Taylor states that the cited statutory provisions speak for themselves, and further refers the Court to such provisions for their full effect and content. 50. Defendant Taylor denies the allegations of Paragraphs 97 through 99 of the Complaint and demands strict proof thereof. COUNTS XIX, XX, XXI, AND XXII (AGAINST BULAVCHIK, DSG, AND DCG) 51. In response to Paragraphs 100 through 117, Defendants state that they are not required to respond, as Counts XIX, XX, XXI, and XXII are not directed toward any of them. To the extent that any allegations contained in Counts XIX, XX, XXI, and/or XXII pertain to these Defendants, those allegations are specifically denied and strict proof of same is demanded by Defendants. 52. Any allegation not specifically addressed in this Answer is hereby denied and strict proof thereof demanded by the Defendants. AFFIRMATIVE DEFENSES 1. Plaintiffs claims based on the alleged non-compete agreement are barred because Plaintiff has not attached a signed writing as an exhibit to the First Amended Complaint, and therefore the alleged non-compete agreement is barred by the terms of F.S. § 542.335 (1)(a) and the Statute of Frauds, F.S. § 725.01 et seq. 2. To the extent Plaintiff attempts to allege an oral non-compete agreement, the Statute of Frauds, F.S. § 725.01 et seq., bars its claim, since that agreement, by its terms, cannot be fully performed within one (1) year. Page 9 of 12 HABER SLADE, P.A. 201 S. BISCAYNE BLVD., SUITE 1205, MIAMI, FLORIDA 331313. The alleged non-compete agreement is void and unenforceable, as there was no meeting of the minds with respect to any restrictive covenant and/or the alleged non-compete agreement is procedurally and/or substantively unconscionable. 4, The alleged non-compete agreement is void and unenforceable, as it is unreasonable in location/area and scope, and further fails to define the specific area it covers, and thus constitutes an invalid restraint on trade or commerce. 5. The alleged non-compete agreement only prohibits competition in the photography business, not the seafood business, and is therefore of no force or effect here. 6. In the event that Plaintiff is able to prove the existence of a signed agreement, as claimed in its Complaint, then venue properly lies in Miami-Dade Circuit Court. 7. Plaintiff cannot meet its burden to enforce any restrictive covenant under F.S. § 542,335, since Plaintiff has no legitimate business interests in its alleged trade secrets. 8. Plaintiff cannot demonstrate any protectable trade secrets to warrant an injunction and/or damages, as Plaintiff cannot show it has taken reasonable steps to protect its alleged trade secrets and/or that those alleged trade secrets are not already available in the public domain. 9. Plaintiff cannot demonstrate any protectable trade secrets to warrant an injunction and/or damages, as Plaintiff cannot show it has substantial relationships with specific prospective or existing customers sufficient to establish its trade secrets or to warrant an injunction and/or damages. 10. Plaintiff cannot demonstrate that it has substantial relationships with specific prospective or existing customers sufficient to establish its trade secrets or to warrant an injunction. ll. Plaintiff's claims are barred and/or limited as a result of Plaintiffs failure to Page 10 of 12 HABER SLADE, P.A. 201 S. BISCAYNE BLVD., SUITE 1205, MIAMI, FLORIDA 33131mitigate its damages, including but not limited to, Plaintiffs failure to protect its alleged confidential, trade secret and/or proprietary information from public disclosure. 12. Plaintiff's claims for injunctive relief are barred because Plaintiff is not likely to succeed on the merits of its claims. 13. Plaintiff has not suffered irreparable injury to support its claims for injunctive relief. 14. The balance of the equities do not tip in Plaintiff's favor to support its claims for injunctive relief, 15. Plaintiff is not entitled to injunctive relief due to its failure to post a bond and/or allege that it will post a bond pursuant to Fla. R. Civ. P. 1.610. 16. Plaintiff lacks cleans hands and, therefore, may not pursue this action. 17. Plaintiff’s claims are barred by the doctrine of equitable estoppel. 18. Plaintiff's claims fail because, to the extent that Defendants were involved in the seafood business in or after April 2017, Plaintiff had full knowledge of same and/or authorized and agreed to such circumstances. Therefore, Plaintiff's claims are barred by the doctrine of waiver. 19, Plaintiff's claims under F.S. Chapter 668 fail because any access by Defendants to a computer owned and/or utilized by or on behalf of GSW was with GSW’s full knowledge and authorization. Defendants reserve the right to amend these Affirmative Defenses if and when additional information becomes available. WHEREFORE, Defendants, Knowles, Whatley, and Taylor, respectfully request that Plaintiff take nothing by this Action, and that this Court enter judgment in favor of Defendants, Page 11 of 12 HABER SLADE, P.A. 201 S. BISCAYNE BLVD., SUITE 1205, MIAMI, FLORIDA 33131dismissing Plaintiffs Complaint, with costs and attorneys’ fees to be awarded to Defendants to the extent recoverable, under F.S. Chapter 542, F.S. Chapter 668, F.S. Chapter 688, and/or any other statutory or contractual basis which may apply, and any such other and further relief as this Court may deem just and proper. CERTIFICATE OF SERVICE WE HEREBY CERTIFY that on March 19, 2018, we electronically filed the foregoing document with the Miami-Dade County Clerk of Court and by automatic e-mails generated through the E-filing Portal System served the foregoing document on: Timothy M. Hartley, Hartley Law Offices, PLC, 12 SE 7" Street, Suite 606, Ft. Lauderdale, FL 33301, hartley@hartleylaw.net. Respectfully submitted, HABER SLADE, P.A. Counsel for Defendants 201 S. Biscayne Blvd., Suite 1205 Miami, Florida 33131 Tel: (305) 379-2400 Fax: (305) 379-1106 dbhpaservice@dhaberlaw.com 's/ Roger Slade ROGER SLADE, ESQ. Fla. Bar No. 41319 rslade(@dhaberlaw.com REBECCA NEWMAN CASAMAYOR, ESQ. Fla Bar. No. 99070 {haberlaw.com rcasamayc cpla@dhaberlaw.com Page 12 of 12 HABER SLADE, P.A. 201 S. BISCAYNE BLVD., SUITE 1205, MIAMI, FLORIDA 33131