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Filing # 60986458 E-Filed 08/28/2017 10:46:08 AM
IN THE CIRCUIT COURT OF THE 17"
JUDICIAL CIRCUIT, IN AND FOR
BROWARD COUNTY, FLORIDA
CASE NO.: CACE-17-012170 (04)
GOURMET SEAFOOD WORLD, LLC,
a Florida Limited Liability
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.
/
PLAINTIFF’S RESPONSE TO MOTION FOR ACCESS
TO RECORDS OF PLAINTIFF, GOURMET SEAFOOD
WORLD PURSUANT TO ES. § 605.0410
COMES NOW, Plaintiff, Gourmet Seafood World, LLC ("GSW") by and through its
undersigned counsel and hereby files this, its Response to VADIM BULAVCHIK’s
motion for access to records of GSW pursuant to Florida Statute Section 605.0410 and
states as follows:
1. This action is based on theft by Defendant, VADIM BULAVCHIK of numerous
corporate records, computer information and other business materials owned by the
Plaintiff, as reflected in the Verified Complaint and the attached Verified Amended
Complaint filed in this action [See Ex,_A]. Despite burglarizing the premises of a
company he once owned and managed and now directly competes with, Defendant,
VADIM BULAVCHIK has the unmitigated gall to file a Motion requesting this
Hartley Law Offices, PLC
12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 33301
*4* FILED: BROWARD COUNTY. FL BRENDA D. FORMAN, CLERK 8/28/2017 10:46:07 AM.****Honorable Court to enter an order compelling the victim of VADIM BULAVCHIK’s
crimes to provide him with records which he either has already stolen or destroyed.
2. As alleged in the original Verified Complaint and the Verified Amended
Complaint filed in this action, in April, 2017, Defendants, BULAVCHIK, KNOWLES,
WHATLEY and TAYLOR, entered into the business premises of Plaintiff, GSW and
without the knowledge and consent of any of the other members/owners of GSW,
accessed the business computers and physical files of GSW and stole Confidential
Information of GSW (as defined in the GSW Noncompete Agreements), including
without limitation customer and client lists, advertising and marketing materials,
trademarks and logos, pricing information, supplier information, financial and
accounting information, social media marketing methods and processes, ecommerce
marketing methods and processes (hereinafter the “GSW Trade Secrets”), all in
furtherance of the business purposes of Defendant, DSG and to the detriment of Plaintiff,
GSW. [See 15 of Am.Compl.]
3. The GSW Trade Secrets were stolen by Defendants, BULAVCHIK, KNOWLES,
WHATLEY and TAYLOR by making physical copies of information stored on GSW’s
computer system, as well as by taking possession of physical files of GSW and by
destroying other records of GSW in a malicious attempt to destroy the business of GSW,
a competitor to a new company set up by Bulavchik and which now employed Bulavchik,
Knowles, Whatley and Taylor. The foregoing actions were captured on the security
cameras and security recordings of Plaintiff, GSW and memorialized in a police report
filed with the Davie Police Department.
4, Irrespective of the foregoing, and ever mindful of the old adage that the best
defense is a good offense, Defendant, BULAVCHIK filed a spurious motion to compel
records which he had already stolen and which, under no conceivable scenario, were
requested in good faith. 1
5. When this former member of GSW, acting in concert with GSW’s former
employees, Defendants, KNOWLES, WHATLEY and TAYLOR, © burglarized the
business premises of GSW, pilfered financial and other protected information of GSW
1 As admitted it in the motion, the request for Records under Fla.Stat
§ 605.0410 must be made in good faith [See 94 of motion].
Hartley Law Offices, PLC
12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 33301and destroyed business records of GSW, Defendant, BULAVCHIK forfeited any rights
he may have had under Fla.Stat § 605.0410 or any other conceivable statutory or
common law rights to obtain records from a company which is now his business
competitor and which he has taken overt actions to harm.
6. Defendant, BULAVCHIK attempts to argue with in his motion that the lawsuit
filed by GSW was in retaliation for Defendant, BULAVCHIK’s frivolous request for
documents and other materials under Fla.Stat § 605.0410. In fact, nothing could be
further from the truth.
7. Due to the actions of Defendant, BULAVCHIK in burglarizing the business
premises of a now competing company, stealing its confidential business information,
unlawfully accessing and then destroying computer files and otherwise causing
irreparable harm to GSW, GSW was left with no alternative but to file this lawsuit in
order to prevent further damage caused by the actions of Defendant, BULAVCHIK and
his co-conspirators, Defendants, KNOWLES, WHATLEY and TAYLOR.
8. Although there does not appear to be any case law interpreting Fla.Stat §
605.0410, recent case law interpreting an analogous section of Chapter 607 of the Florida
Statutes [section 607.1602(2), Florida Statutes (2006)] regarding shareholders rights to
obtain similar types of information from corporations has held that a shareholder seeking
information similar to the information sought by way of this motion must first establish
that the shareholder [member] has a right to an accounting before requiring the
corporation to provide records which in essence constitute an accounting. D.
v. Mendiguren, 958 So.2d $27 (Fla. App. 4" DCA, 2007)2
9. Other than a bald request for a cafeteria list of corporate documents from his
former company [many of which constitute either trade secret protected information; see
requests 21 and 22 or confidential financial information], Defendant, BULAVCHIK has
made no showings of his entitlement to an accounting. Furthermore, as Defendant,
2 “The trial court erred by granting the [shareholders'] motion to
inspect, which in essence was a motion for an accounting, without first
determining that the [shareholders] have a right to an accounting.” 958
So.2d 527 at 528
Hartley Law Offices, PLC
12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 33301BULAVCHIK has made absolutely no showing that this request is made in good faith
and not in bad faith as demonstrated by the Plaintiffs Verified Amended Complaint and
this Response to the Motion, it is highly likely that granting Defendant, BULAVCHIK’s
Motion will cause immediate, irreparable harm to the Plaintiff.
WHEREFORE, for the foregoing reasons, Plaintiff respectfully request this
Honorable Court deny Defendant, BULAVCHIK’ Motion for access to records under
Fla.Stat § 605.0410, and to award Plaintiff its reasonable attorneys fees in the preparation
of this Response and the argument of this Motion.
CERTIFICATE OF SERVICE
WE HEREBY CERTIFY that a true and correct copy of the foregoing was e-filed and served this
28" day of August, 2017 on Roger Slade, Esq., email: rslade(@dhaberlaw.com and email:
dbhpaservice@dhaberlaw.com and Rebecca Newman Casamayor, Esq., email:
reasamayor@edhaberlaw.com and email: cpla@dhaberlaw.com, Haber Slade, P.A., 201 S.
Biscayne Blvd., Suite 1205, Miami, Florida 33131
HARTLEY LAW OFFICES, PLC
12 Southeast Seventh Street
Suite 606
Fort Lauderdale, Florida 33301
Telephone: (954) 357-9973
Facsimile: (954) 357-2275
Email: hartley@hartleylaw.net
By:/s/Timothy M. Hartley
TIMOTHY M. HARTLEY
FL BAR NO. 979066
Hartley Law Offices, PLC
12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 33301EXHIBIT A
Hartley Law Offices, PLC
12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 33301Filing # 60440473 E-Filed 08/15/2017 04:04:12 PM
IN THE CIRCUIT COURT OF THE 17"
JUDICIAL CIRCUIT, IN AND FOR
BROWARD COUNTY, FLORIDA
CASE NO.: CACE-17-012170 (04)
GOURMET SEAFOOD WORLD, LLC,
a Florida Limited Liability
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.
FIRST AMENDED VERIFIED COMPLAINT
FOR DAMAGES AND INJUNCTIVE RELIEF
COMES NOW Plaintiff, GOURMET SEAFOOD WORLD, LLC, a Florida Limited Liability
Company (hereinafter “GSW”) by and through its undersigned attorneys and files this First
Amended Verified Complaint against the Defendants, DELUXE SEAFOOD GROUP, LLC, a
Florida Limited Liability Company (hereinafter “DSG”), DIAMOND CENTURION
GROUP, LLC, a Florida Limited Liability Company, (hereinafter “DCG”) VADIM
BULAVCHIK (hereinafter “BULAVCHIK”), SAMANTHA KNOWLES (hereinafter
“KNOWLES”), DAVID LEE WHATLEY JR. (hereinafter “WHATLEY”), and ZACHARY
DAVID TAYLOR (hereinafter “TAYLOR”), and alleges as follows:
Facts Common To All Counts:
1. This is an action seeking damages in excess of $15,000.00, exclusive of attorney’s
fees, costs and interest and for equitable and injunctive relief.
2. All conditions precedent to the bringing of this action has been fulfilled, or have
otherwise been waived.
Hartley Law Offices, PLC
12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 333013. Plaintiff, GSW is a Florida limited liability in good standing and qualified to
conduct business in the State of Florida. Plaintiff engages in the sales and marketing of gourmet
seafood products on a worldwide basis.
4, Defendant, DSG is a Florida Limited Liability Company in good standing with its
principal place of business in Broward County, Florida. Defendant, DSG is subject to the
jurisdiction of the Courts of this state and venue is proper in Broward County, Florida as this
Defendant has its principal place of business in Broward County, Florida and as all tortious
actions of this Defendant were committed in whole or in part, in Broward County, Florida.
5. Defendant, DCG is a Florida Limited Liability Company in good standing with
its principal place of business in Broward County, Florida. Defendant, DCG is subject to the
jurisdiction of the Courts of this state and venue is proper in Broward County, Florida as this
Defendant has its principal place of business in Broward County, Florida and as all tortious
actions of this Defendant were committed in whole or in part, in Broward County, Florida.
6. Defendant, BULAVCHIK, is subject to the jurisdiction of the Courts of this State
and venue is proper in Broward County, Florida as, upon information and belief, this Defendant
resides in Broward County, Florida and as the tortious actions of this Defendant were committed,
in whole or in part, in Broward County, Florida. At all times material to this action, Defendant,
BULAVCHIK, was a member and a manager of GSW.
7. Defendant, WHATLEY is subject to the jurisdiction of the Courts of this State
and venue is proper in Broward County, Florida as, upon information and belief, this Defendant
resides in Broward County, Florida and as the tortious actions of this Defendant were committed,
in whole or in part, in Broward County, Florida. At all times material to this action, Defendant,
WHATLEY, was an employee of GSW, managing transportation and logistics for GSW,
serving as its Sales Director and sales, pricing and supply information and, in this capacity has
access to all of the confidential accounting and financial information.
8. Defendant, TAYLOR is subject to the jurisdiction of the Courts of this State and
venue is proper in Broward County, Florida as, upon information and belief, this Defendant
resides in Broward County, Florida and as the tortious actions of this Defendant were committed,
in whole or in part, in Broward County, Florida. At all times material to this action, Defendant,
TAYLOR, was an employee of GSW serving as its eCommerce Director and, in this capacity
has access to the confidential transportation, logistics, on-line sales, ecommerce and marketing,
website marketing, social media marketing.
9. Defendant, KNOWLES is subject to the jurisdiction of the Courts of this State
Hartley Law Offices, PLC
12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 33301and venue is proper in Broward County, Florida as, upon information and belief, this Defendant
resides in Broward County, Florida and as the tortious actions of this Defendant were committed,
in whole or in part, in Broward County, Florida. At all times material to this action, Defendant,
KNOWLES, was an employee of GSW serving as its Office Manager and bookkeeper and, in
this capacity has access to all of the confidential accounting and financial information of GSW.
10. At all times material to this action, Defendants, KNOWLES, WHATLEY and
TAYLOR, as a condition and requirement of their employment with GSW, executed and
delivered to GSW confidentiality and noncompetition agreements (“GSW Noncompete
Agreements”) in form and substance similar to that attached to this Complaint as Exhibit A.
ll. Plaintiff, GSW, is unable to attach the actual GSW Noncompete Agreements
signed by Defendants, KNOWLES, WHATLEY and TAYLOR, due to their theft of these
documents from GSW’s premises, as is more particularly described in the balance of this
Complaint. The undersigned verifies that the form of the GSW Noncompete Agreements
attached to this Amended Complaint as Exhibit A is a true and correct copy of the same
Noncompete Agreements signed by Defendants, KNOWLES, WHATLEY and TAYLOR, and
that those GSW Noncompete Agreements were in existence prior to being stolen from the
Plaintiff by these Defendants in April, 2017.
12. The terms of the GSW Noncompete Agreements specifically prohibit Defendants,
KNOWLES, WHATLEY and TAYLOR from engaging in any activities, directly or indirectly
which are or may be in conflict with the interests of or in competition with GSW.' The GSW
Noncompete Agreements further prohibit Defendants, KNOWLES, WHATLEY and TAYLOR
from directly or indirectly engaging in any business which is or may be directly or indirectly in
conflict with the interests of GSW during Defendants, KNOWLES, WHATLEY and
TAYLOR’s employment with GSW and for a period of two (2) years immediately thereafter.
13. The GSW Noncompete Agreements also contain a nonsolicitation clause which
prohibits the Defendants during the term of their employment with GSW and for a period of two
(2) years immediately thereafter from calling, soliciting, canvassing, either for themselves or for
' It should be noted that while the form of GSW Noncompete Agreement
erroneously refers to “the provision of marketing services using an automated
process to schedule photography services and software”, the form of the
document also prohibits the signatory from engaging in any activities,
directly or indirectly, which are or may be in conflict with the interests of
or in competition with the Company [GSW]. Upon information and belief, at all
times material to this action, the defendants knew what business the company
[Gsw] engaged in and therefore, any argument that the GSW Noncompete
Agreement did not put the Defendants on proper notice of the scope of the
Agreement is disingenuous.
Hartley Law Offices, PLC
12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 33301any other person, firm or entity, directly or indirectly any of the Company’s customers, clients or
contractors with whom the Defendants have dealt, of whom they have become acquainted or of
whom they have learned either prior to or during their employment with the Company to work in
any way, in order for any business that is or may, directly or indirectly, be in conflict with the
interests of or competition with the Company.
14. | The GSW Noncompete Agreements also prohibit the Defendants, KNOWLES,
WHATLEY and TAYLOR from using any “Confidential Information” of GSW during their
employment with GSW and for a period of two (2) years immediately thereafter. The GSW
Noncompete Agreements define “Confidential Information” as information and other knowledge
regarding various confidential and proprietary aspects of the business of GSW, including,
without limitation, knowledge regarding GSW’s customers, accounts, referral sources, vendors,
suppliers, business methods, marketing methods, processes, operations, employment practices,
intellectual property, patents, copyrights, trade secrets, computer hardware, computer software,
software sources, codes, procedures and forms. The foregoing information, primarily GSW’s
information regarding its customers, accounts, referral sources, vendors, suppliers, business
methods, marketing methods, processes, operations, employment practices, intellectual property,
patents, copyrights, trade secrets, computer hardware, computer software, software sources,
codes, procedures and forms, is proprietary business information which was not readily available
to the public and from which GSW derives independent economic benefit.
15. In April, 2017, Defendants, BULAVCHIK, KNOWLES, WHATLEY and
TAYLOR, entered into the business premises of Plaintiff, GSW and without the knowledge and
consent of any of the other members/owners of GSW, accessed the business computers and
physical files of GSW and stole Confidential Information of GSW (as defined in the GSW
Noncompete Agreements), including without limitation customer and client lists, advertising and
marketing materials, pricing information, supplier information, social media marketing methods
and processes, ecommerce marketing methods and processes (hereinafter the “GSW Trade
Secrets”), all in furtherance of the business purposes of Defendant, DSG and to the detriment of
Plaintiff, GSW.
16. The GSW Trade Secrets were stolen by Defendants, BULAVCHIK,
KNOWLES, WHATLEY and TAYLOR by making physical copies of information stored on
GSW’s computer system, as well as by taking possession of physical files of GSW. The
foregoing actions were captured on the security cameras and security recordings of Plaintiff,
GSW and memorialized in a police report filed with the Davie Police Department.
17. The GSW Trade Secrets obtained by improper means by Defendants,
BULAVCHIK, KNOWLES, WHATLEY and TAYLOR, were, at all times material to this
Hartley Law Offices, PLC
12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 33301action “Trade Secrets” as defined by Fla.Stat.$688.002 as Plaintiff, GSW derived and derives
actual and potential independent economic value from the information and materials taken by
Defendants, BULAVCHIK, KNOWLES, WHATLEY and TAYLOR not being generally
known to, and not being readily ascertainable by proper means by other persons who can obtain
economic value from its disclosure or use, such as Defendant, DSG and as Plaintiff, GSW used
efforts that are reasonable under the circumstances to maintain the secrecy of the information and
materials taken by Defendants, BULAVCHIK, KNOWLES, WHATLEY and TAYLOR such
as requiring the execution of the GSW Noncompete Agreements, requiring the execution of
employee handbooks containing confidentiality provisions and providing directives to the
employees that this information was to be used solely for the business purposes of the Plaintiff.
18. Upon information and belief, the trade secret information and materials obtained
by improper means by Defendants, BULAVCHIK, KNOWLES, WHATLEY and TAYLOR
were subsequently misappropriated by Defendant, DSG.
19. Defendant, BULAVCHIK, formed Defendant, DSG as a Florida limited liability
company. Upon information and belief, the primary business purpose of Defendant, DSG is to
directly compete with GSW in the provision and sale of seafood items. Defendants,
BULAVCHIK, KNOWLES, WHATLEY and TAYLOR Defendant, DSG Defendant, DSG
COUNTI
KNOWLES BREACH OF GSW NONCOMPETE AGREEMENT
(TEMPORARY AND PERMANENT INJUNCTIVE RELIEF)
Plaintiff realleges and reavers the allegations set forth in paragraphs one (1) through
nineteen (19) above as though fully set forth herein and further states as follows:
20. As set forth above, Defendant, KNOWLES has breached the GSW Noncompete
Agreements by accepting employment with Defendant, DSG and by providing the GSW Trade
Secrets to Defendant, DSG, all in violation of the terms of the GSW Noncompete Agreement.
21. Such breaches have caused and will continue to cause irreparable injury to
Plaintiff, GSW for which Plaintiff has no adequate remedy at law.
22. Plaintiff, GSW has a substantial likelihood of success on the merits as Defendant,
KNOWLES’ breach is clear and irrefutable and as the violation of an enforceable restrictive
covenant creates a presumption of irreparable injury to the person seeking enforcement pursuant
to Florida statute section 542.335(1)(j) and as the terms of the GSW Noncompete Agreement
also provide for injunctive relief to enforce its provisions.
23. Issuance of a temporary injunction prohibiting breach of Defendant, KNOWLES’
GSW Noncompete Agreement will serve the public interest as such an injunction will serve to
Hartley Law Offices, PLC
12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 33301instill confidence in the protections afforded by such agreements and will otherwise aid the
orderly flow of commerce.
24. The GSW Noncompete Agreement and the restrictions contained therein are
reasonably necessary to protect the legitimate business interests of GSW as GSW has expended
a substantial amount of capital and effort to promote and market its services. Were the
Defendant, KNOWLES, allowed to violate the terms of such restrictions, GSW's marketing
efforts and market presence would be irreparably jeopardized.
WHEREFORE, Plaintiff, GOURMET SEAFOOD WORLD, LLC seeks entry of a
preliminary and permanent injunction seeking the following relief:
a. prohibiting Defendant, SAMANTHA KNOWLES from directly soliciting
GSW’s clients and customers;
b. prohibiting Defendant, SAMANTHA KNOWLES fiom interfering with or
attempting to impair the relationship between GSW and any person or firm that is a customer or
client of GSW;
c. prohibiting Defendant, SAMANTHA KNOWLES from directly or indirectly
soliciting, enticing, hiring or otherwise inducing any customer of GSW to terminate such
customer relationship with GSW;
d. prohibiting Defendant, SAMANTHA KNOWLES from disclosing GSW Trade
Secrets to Defendant, DSG or to any other person or entity without GSW 's prior written
authorization;
e. prohibiting Defendant, SAMANTHA KNOWLES from otherwise using GSW’s
Confidential Information to the detriment of GSW;
f. prohibiting Defendant, SAMANTHA KNOWLES from continuing in
employment in any capacity with Defendant, DSG or in any other manner, directly or indirectly
work for, own, invest in, direct, or aid any company or person engaged in competition with
GSW within the United States;
g granting GSW an award of its reasonable attorney’s fees and costs incurred in the
enforcement of the restrictive covenants set forth in the Confidentiality Agreement and
h. granting such other and further relief as this honorable Court deems just and
proper.
COUNT I
WHATLEY BREACH OF GSW NONCOMPETE AGREEMENT
(TEMPORARY AND PERMANENT INJUNCTIVE RELIEF)
Hartley Law Offices, PLC
12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 33301Plaintiff realleges and reavers the allegations set forth in paragraphs one (1) through
nineteen (19) above as though fully set forth herein and further states as follows:
25. As set forth above, Defendant, WHATLEY has breached the GSW Noncompete
Agreements by accepting employment with Defendant, DSG and by providing the GSW Trade
Secrets to Defendant, DSG, all in violation of the terms of the GSW Noncompete Agreement.
26. Such breaches have caused and will continue to cause irreparable injury to
Plaintiff, GSW for which Plaintiff has no adequate remedy at law.
27. Plaintiff, GSW has a substantial likelihood of success on the merits as Defendant,
WHATLEY’ breach is clear and irrefutable and as the violation of an enforceable restrictive
covenant creates a presumption of irreparable injury to the person seeking enforcement pursuant
to Florida statute section 542.335(1)(j) and as the terms of the GSW Noncompete Agreement
also provide for injunctive relief to enforce its provisions.
28. Issuance of a temporary injunction prohibiting breach of Defendant,
WHATLEY’s GSW Noncompete Agreement will serve the public interest as such an injunction
will serve to instill confidence in the protections afforded by such agreements and will otherwise
aid the orderly flow of commerce.
29. The GSW Noncompete Agreement and the restrictions contained therein are
reasonably necessary to protect the legitimate business interests of GSW as GSW has expended
a substantial amount of capital and effort to promote and market its services. Were the
Defendant, WHATLEY, allowed to violate the terms of such restrictions, GSW's marketing
efforts and market presence would be irreparably jeopardized.
WHEREFORE, Plaintiff, GOURMET SEAFOOD WORLD, LLC seeks entry of a
preliminary and permanent injunction seeking the following relief:
a. prohibiting Defendant, DAVID LEE WHATLEY JR. from directly soliciting
GSW’s clients and customers;
b. prohibiting Defendant, DAVID LEE WHATLEY JR. from interfering with or
attempting to impair the relationship between GSW and any person or firm that is a customer or
client of GSW;
c. prohibiting Defendant, DAVID LEE WHATLEY JR. from directly or indirectly
soliciting, enticing, hiring or otherwise inducing any customer of GSW to terminate such
customer relationship with GSW;
d. prohibiting Defendant, DAVID LEE WHATLEY JR. from disclosing GSW
Trade Secrets to Defendant, DSG or to any other person or entity without GSW 's prior written
Hartley Law Offices, PLC
12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 33301authorization;
e. prohibiting Defendant, DAVID LEE WHATLEY JR. from otherwise using
GSW’s Confidential Information to the detriment of GSW;
f. prohibiting Defendant, DAVID LEE WHATLEY JR. from continuing in
employment in any capacity with Defendant, DSG or in any other manner, directly or indirectly
work for, own, invest in, direct, or aid any company or person engaged in competition with
GSW within the United States;
g. granting GSW an award of its reasonable attorney’s fees and costs incurred in the
enforcement of the restrictive covenants set forth in the Confidentiality Agreement and
h. granting such other and further relief as this honorable Court deems just and
proper.
COUNT HT
TAYLOR BREACH OF GSW NONCOMPETE AGREEMENT
(TEMPORARY AND PERMANENT INJUNCTIVE RELIEF)
Plaintiff realleges and reavers the allegations set forth in paragraphs one (1) through
nineteen (19) above as though fully set forth herein and further states as follows:
30. As set forth above, Defendant, TAYLOR has breached the GSW Noncompete
Agreements by accepting employment with Defendant, DSG and by providing the GSW Trade
Secrets to Defendant, DSG, all in violation of the terms of the GSW Noncompete Agreement.
31. Such breaches have caused and will continue to cause irreparable injury to
Plaintiff, GSW for which Plaintiff has no adequate remedy at law.
32. Plaintiff, GSW has a substantial likelihood of success on the merits as Defendant,
TAYLOR’ breach is clear and irrefutable and as the violation of an enforceable restrictive
covenant creates a presumption of irreparable injury to the person seeking enforcement pursuant
to Florida statute section 542.335(1)(j) and as the terms of the GSW Noncompete Agreement
also provide for injunctive relief to enforce its provisions.
33. Issuance of a temporary injunction prohibiting breach of Defendant, TAYLOR’s
GSW Noncompete Agreement will serve the public interest as such an injunction will serve to
instill confidence in the protections afforded by such agreements and will otherwise aid the
orderly flow of commerce.
34. The GSW Noncompete Agreement and the restrictions contained therein are
reasonably necessary to protect the legitimate business interests of GSW as GSW has expended
a substantial amount of capital and effort to promote and market its services. Were the
Hartley Law Offices, PLC
12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 33301Defendant, TAYLOR, allowed to violate the terms of such restrictions, GS W's marketing efforts
and market presence would be irreparably jeopardized.
WHEREFORE, Plaintiff, GOURMET SEAFOOD WORLD, LLC seeks entry of a
preliminary and permanent injunction seeking the following relief:
a. prohibiting Defendant, ZACHARY DAVID TAYLOR from directly soliciting
GSW’s clients and customers;
b. prohibiting Defendant, ZACHARY DAVID TAYLOR from interfering with or
attempting to impair the relationship between GSW and any person or firm that is a customer or
client of GSW;
c. prohibiting Defendant, ZACHARY DAVID TAYLOR from directly or indirectly
soliciting, enticing, hiring or otherwise inducing any customer of GSW to terminate such
customer relationship with GSW;
d. prohibiting Defendant, ZACHARY DAVID TAYLOR from disclosing GSW Trade
Secrets to Defendant, DSG or to any other person or entity without GSW 's prior written
authorization;
e. prohibiting Defendant, ZACHARY DAVID TAYLOR from otherwise using GSW’s
Confidential Information to the detriment of GSW;
f. prohibiting Defendant, ZACHARY DAVID TAYLOR from continuing in
employment in any capacity with Defendant, DSG or in any other manner, directly or indirectly
work for, own, invest in, direct, or aid any company or person engaged in competition with
GSW within the United States;
g. granting GSW an award of its reasonable attorney’s fees and costs incurred in the
enforcement of the restrictive covenants set forth in the Confidentiality Agreement and
h. granting such other and further relief as this honorable Court deems just and proper.
COUNT IV
(TEMPORARY AND PERMAN INJUNCTIVE RELIEF-BULAVCHIK,
PURSUANT TO F.S.§688.001 et seq., “UNIFORM TRADE SECRETS ACT”)
Plaintiff realleges and reavers the allegations set forth in paragraphs one (1) through
nineteen (19) above as though fully set forth herein and further states as follows:
35. The GSW Trade Secrets are “Trade Secrets” as defined in F.S. §688.002(4).
36. Defendant, BULAVCHIK, has misappropriated the GSW Trade Secrets by his
unauthorized use of same for his own benefit and for the benefit of Defendant, DSG.
Hartley Law Offices, PLC
12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 3330137. GSW is entitled to injunctive relief for Defendant, BULAVCHIK’s
misappropriation of GSW’s Trade Secrets pursuant to F.S. §688.003(1), (2) and (3).
WHEREFORE, Plaintiff, GOURMET SEAFOOD WORLD, LLC seeks entry of a
preliminary and permanent injunction seeking the following relief:
a. prohibiting Defendant, VADIM BULAVCHIK from directly soliciting GSW’s
clients and customers;
b. prohibiting Defendant, VADIM BULAVCHIK from interfering with or
attempting to impair the relationship between GSW and any person or firm that is a past or
present customer or client of GSW;
c. prohibiting Defendant, VADIM BULAVCHIK from directly or indirectly
soliciting, enticing, hiring or otherwise inducing any customer of GSW to terminate such
customer relationship with GSW;
d. prohibiting Defendant, VADIM BULAVCHIK from disclosing GSW’s
Confidential Information (as defined in Section 1 of the Confidentiality Agreement) to DSG or to
any other person or entity without GSW 's prior written authorization;
e. prohibiting Defendant, VADIM BULAVCHIK from otherwise using GSW’s
Confidential Information to the detriment of GSW;
f. granting GSW an award of its reasonable attorneys fees and costs incurred in the
enforcement of the restrictive covenants set forth in the Confidentiality Agreement; and
h. granting such other and further relief as this honorable Court deems just and
proper.
COUNT V
(TEMPORARY AND PERMANENT INJUNCTIVE RELIEF- WHATLEY,
PURSUANT TO F.S.§688.001 et seg.. “UNIFORM TRADE SECRETS ACT”)
Plaintiff realleges and reavers the allegations set forth in paragraphs one (1) through
nineteen (19) above as though fully set forth herein and further states as follows:
38. The GSW Trade Secrets are “Trade Secrets” as defined in F.S. §688.002(4).
39. Defendant, WHATLEY, has misappropriated the GSW Trade Secrets by his
unauthorized use of same for his own benefit and for the benefit of DSG.
40. GSW is entitled to injunctive relief for Defendant, WHATLEY’s
misappropriation of GSW’s Trade Secrets pursuant to F.S. §688.003(1), (2) and (3).
WHEREFORE, Plaintiff, GOURMET SEAFOOD WORLD, LLC seeks entry of a
preliminary and permanent injunction seeking the following relief:
Hartley Law Offices, PLC
12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 33301a. prohibiting Defendant, DAVID LEE WHATLEY JR. from directly soliciting
GSW’s clients and customers;
b. prohibiting Defendant, DAVID LEE WHATLEY JR. from interfering with or
attempting to impair the relationship between GSW and any person or firm that is a customer or
client of GSW;
c. prohibiting Defendant, DAVID LEE WHATLEY JR. from directly or indirectly
soliciting, enticing, hiring or otherwise inducing any customer of GSW to terminate such
customer relationship with GSW;
d. prohibiting Defendant, DAVID LEE WHATLEY JR. from disclosing GSW’s
Confidential Information (as defined in Section | of the Confidentiality Agreement) to DSG or to
any other person or entity without GSW 's prior written authorization;
e. prohibiting Defendant, DAVID LEE WHATLEY JR. from otherwise using
GSW’s Confidential Information to the detriment of GSW;
f. granting GSW an award of its reasonable attorneys fees and costs incurred in the
enforcement of the restrictive covenants set forth in the Confidentiality Agreement; and
g. granting such other and further relief as this honorable Court deems just and
proper.
COUNT VI
(TEMPORARY AND PERMANENT INJUNCTIVE RELIEF- TAYLOR,
PURSUANT TO F-.S.§688.001 et seg., “UNIFORM TRADE SECRETS ACT”)
Plaintiff realleges and reavers the allegations set forth in paragraphs one (1) through
nineteen (19) above as though fully set forth herein and further states as follows:
4l. The GSW Trade Secrets are “Trade Secrets” as defined in F.S. §688.002(4).
42. Defendant, TAYLOR, has misappropriated the GSW Trade Secrets by his
unauthorized use of same for his own benefit and for the benefit of Defendant, DSG.
43. GSW is entitled to injunctive relief for Defendant, TAYLOR’s misappropriation
of GSW’s Trade Secrets pursuant to F.S. §688.003(1), (2) and (3).
WHEREFORE, Plaintiff, GOURMET SEAFOOD WORLD, LLC seeks entry of a
preliminary and permanent injunction seeking the following relief:
a. prohibiting Defendant, ZACHARY DAVID TAYLOR from directly soliciting
GSW’s clients and customers;
b. prohibiting Defendant, ZACHARY DAVID TAYLOR from interfering with or
attempting to impair the relationship between GSW and any person or firm that is a customer or
Hartley Law Offices, PLC
12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 33301client of GSW:
c. prohibiting Defendant, ZACHARY DAVID TAYLOR from directly or
indirectly soliciting, enticing, hiring or otherwise inducing any customer of GSW to terminate
such customer relationship with GSW;
d. prohibiting Defendant, ZACHARY DAVID TAYLOR from disclosing GSW’s
Confidential Information (as defined in Section 1 of the Confidentiality Agreement) to DSG or to
any other person or entity without GSW 's prior written authorization;
e. prohibiting Defendant, ZACHARY DAVID TAYLOR from otherwise using
GSW’s Confidential Information to the detriment of GSW;
f. granting GSW an award of its reasonable attorney’s fees and costs incurred in the
enforcement of the restrictive covenants set forth in the Confidentiality Agreement; and
g. granting such other and further relief as this honorable Court deems just and
proper.
COUNT VII
(TEMPORARY AND PERMANENT INJUNCTIVE RELIEF- KNOWLES.
PURSUANT TO F.S.§688.001 et seg., “UNIFORM TRADE SECRETS ACT”)
Plaintiff realleges and reavers the allegations set forth in paragraphs one (1) through
nineteen (19) above as though fully set forth herein and further states as follows:
44. The GSW Trade Secrets are “Trade Secrets” as defined in F.S. $688.002(4).
45. Defendant, KNOWLES, has misappropriated the GSW Trade Secrets by her
unauthorized use of same for her own benefit and for the benefit of Defendant, DSG.
46. GSW is entitled to injunctive relief for Defendant, KNOWLES’
misappropriation of GSW’s Trade Secrets pursuant to F.S. §688.003(1), (2) and (3).
WHEREFORE, Plaintiff, GOURMET SEAFOOD WORLD, LLC seeks entry of a
preliminary and permanent injunction seeking the following relief:
a. prohibiting Defendant, SAMANTHA KNOWLES from directly soliciting
GSW’s clients and customers;
b. prohibiting Defendant, SAMANTHA KNOWLES from interfering with or
attempting to impair the relationship between GSW and any person or firm that is a customer or
client of GSW;
c prohibiting Defendant, SAMANTHA KNOWLES fiom directly or indirectly
soliciting, enticing, hiring or otherwise inducing any customer of GSW to terminate such
customer relationship with GSW;
Hartley Law Offices, PLC
12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 33301d. prohibiting Defendant, SAMANTHA KNOWLES from disclosing GSW’s
Confidential Information (as defined in Section 1 of the Confidentiality Agreement) to DSG or to
any other person or entity without GSW 's prior written authorization;
e. prohibiting Defendant, SAMANTHA KNOWLES from otherwise using GSW’s
Confidential Information to the detriment of GSW;
f. granting GSW an award of its reasonable attorney’s fees and costs incurred in the
enforcement of the restrictive covenants set forth in the Confidentiality Agreement; and
g. granting such other and further relief as this honorable Court deems just and
proper.
COUNT VIII
(DAMAGES-BULAVCHIK, PURSUANT TO F.S.§688.004 )
Plaintiff realleges and reavers the allegations set forth in paragraphs one (1) through
nineteen (19) above as though fully set forth herein and further states as follows:
47. The GSW Trade Secrets are “Trade Secrets” as defined in F.S. §688.002(4).
48. Defendant, BULAVCHIK, has misappropriated GSW’s Trade Secrets by his
unauthorized use of same pursuant to F.S.§688.002.
49. Pursuant to F.S.§688.004, GSW is entitled to damages stemming from such
misappropriation computed as both the actual loss caused by misappropriation and the unjust
enrichment caused by misappropriation that is not taken into account in computing actual loss.
50. As such misappropriation is willful and malicious, GSW seeks exemplary
damages pursuant to F.S.$688.004(2).
WHEREFORE, GOURMET SEAFOOD WORLD, LLC demands judgment against
Defendant, VADIM BULAVCHIK, for damages in excess of the minimum jurisdictional limits
of this Honorable Court, its reasonable attorney’s fees pursuant to F.S.§688.005 and for such
other and further relief as this honorable Court deems just and proper.
COUNT IX
(DAMAGES- WHATLEY, PURSUANT TO E.S.§688.004
Plaintiff realleges and reavers the allegations set forth in paragraphs one (1) through
nineteen (19) above as though fully set forth herein and further states as follows:
51. | The GSW Trade Secrets are “Trade Secrets” as defined in F.S. §688.002(4).
52. Defendant, WHATLEY, has misappropriated GSW’s Trade Secrets by his
unauthorized use of same pursuant to F.S.§688.002.
53. Pursuant to F.S.§688.004, GSW is entitled to damages stemming from such
Hartley Law Offices, PLC
12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 33301misappropriation computed as both the actual loss caused by misappropriation and the unjust
enrichment caused by misappropriation that is not taken into account in computing actual loss.
54, As such misappropriation is willful and malicious, GSW seeks exemplary
damages pursuant to F.S. §688.004(2).
WHEREFORE, GOURMET SEAFOOD WORLD, LLC demands judgment against
Defendant, DAVID LEE WHATLEY JR.., for damages in excess of the minimum jurisdictional
limits of this Honorable Court, its reasonable attorney’s fees pursuant to F.S.§688.005 and for
such other and further relief as this honorable Court deems just and proper.
COUNT X
(DAMAGES- TAYLOR, PURSUANT TO F.S.§688.004 )
Plaintiff realleges and reavers the allegations set forth in paragraphs one (1) through
nineteen (19) above as though fully set forth herein and further states as follows:
55. The GSW Trade Secrets are “Trade Secrets” as defined in F.S. §688.002(4).
56. Defendant, TAYLOR, has misappropriated GSW’s Trade Secrets by his
unauthorized use of same pursuant to F.S.§688.002.
57. Pursuant to F.S.§688.004, GSW is entitled to damages stemming from such
misappropriation computed as both the actual loss caused by misappropriation and the unjust
enrichment caused by misappropriation that is not taken into account in computing actual loss.
58. As such misappropriation is willful and malicious, GSW seeks exemplary
damages pursuant to F.S. §688.004(2).
WHEREFORE, GOURMET SEAFOOD WORLD, LLC demands judgment against
Defendant, ZACHARY DAVID TAYLOR, for damages in excess of the minimum
jurisdictional limits of this Honorable Court, its reasonable attorney’s fees pursuant to
F.S.§688.005 and for such other and further relief as this honorable Court deems just and proper.
COUNT XI
(DAMAGES- KNOWLES, PURSUANT TO F.S.§688.004 )
Plaintiff realleges and reavers the allegations set forth in paragraphs one (1) through
nineteen (19) above as though fully set forth herein and further states as follows:
59. | The GSW Trade Secrets are “Trade Secrets” as defined in F.S. §688.002(4).
60. Defendant, KNOWLES, has misappropriated GSW’s Trade Secrets by her
unauthorized use of same pursuant to F.S.§688.002.
61. — Pursuant to F.S.§688.004, GSW is entitled to damages stemming from such
misappropriation computed as both the actual loss caused by misappropriation and the unjust
Hartley Law Offices, PLC
12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 33301enrichment caused by misappropriation that is not taken into account in computing actual loss.
62. As such misappropriation is willful and malicious, GSW seeks exemplary
damages pursuant to F.S. §688.004(2).
WHEREFORE, GOURMET SEAFOOD WORLD, LLC demands judgment against
Defendant, SAMANTHA KNOWLES, for damages in excess of the minimum jurisdictional
limits of this Honorable Court, its reasonable attorney’s fees pursuant to F.S.§688.005 and for
such other and further relief as this honorable Court deems just and proper.
COUNT XII
(DAMAGES- DSG, PURSUANT TO E.S.§688.004 )
Plaintiff realleges and reavers the allegations set forth in paragraphs one (1) through
nineteen (19) above as though fully set forth herein and further states as follows:
63. The GSW Trade Secrets are “Trade Secrets” as defined in F.S. §688.002(4).
64. Defendant, DSG, has misappropriated GSW’s Trade Secrets by its unauthorized
use of same pursuant to F.S.§688.002.
65. Pursuant to F.S.§688.004, GSW is entitled to damages stemming from such
misappropriation computed as both the actual loss caused by misappropriation and the unjust
enrichment caused by misappropriation that is not taken into account in computing actual loss.
66. As such misappropriation is willful and malicious, GSW seeks exemplary
damages pursuant to F.S. §688.004(2).
WHEREFORE, GOURMET SEAFOOD WORLD, LLC demands judgment against
Defendant, DELUXE SEAFOOD GROUP, LLC, for damages in excess of the minimum
jurisdictional limits of this Honorable Court, its reasonable attorney’s fees pursuant to
F.S.§688.005 and for such other and further relief as this honorable Court deems just and proper.
COUNT XII
ACCOUNTING (BULAVCHIK)
Plaintiff realleges and reavers the allegations set forth in paragraphs one (1) through
nineteen (19) above as though fully set forth herein and further states as follows:
67. Defendant, BULAVCHIK entered into a complex business relationship with
Plaintiff involving the receipts and expenditures of Plaintiff's funds.
68. As Defendant, BULAVCHIK at all times material to this action was a Member
and Manager of Plaintiff, GSW, Defendant, BULAVCHIK owes a fiduciary duty to Plaintiff,
GSW.
69. As a result of such relationship, Defendant, BULAVCHIK owes a fiduciary duty
Hartley Law Offices, PLC
12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 33301to Plaintiff to properly and adequately account for all funds belonging to Plaintiff, GSW.
70. Plaintiff is entitled to the equitable remedy of accounting as there is no adequate
remedy at law to account for their funds.
WHEREFORE, Plaintiff demands entry of a judgment requiring Defendant, VADIM
BULAVCHIK to properly and adequately account for all funds of Plaintiff, as well as all
income and expenditures of Defendant, BULAVCHIK and Defendant, DSG the costs of this
action, and for such other and further relief as this Honorable Court deems just and proper.
COUNT XIV
BREACH OF FIDUC YY DUTY (BULAVCHIK)
Plaintiff realleges and reavers the allegations set forth in paragraphs one (1) through
nineteen (19) above as though fully set forth herein and further states as follows:
71. Florida Statute Section 605.04091(1) provides that each manager of a manager-
managed limited liability company and member of a member-managed limited liability company
owes fiduciary duties of loyalty and care to the limited liability company and members of the
limited liability company.
72. At all times material to this action, Defendant, BULAVCHIK, served as the
Manager of Plaintiff, GSW, a manager-managed Florida limited liability company. As such,
Defendant, BULAVCHIK owed fiduciary duties of loyalty and care to Plaintiff, GSW and all
other members of Plaintiff, GSW.
72. Florida Statute Section 605.0409 1(2) provides that the duty of loyalty includes:
(a) Accounting to the limited liability company and holding as trustee for it any
property, profit, or benefit derived by the manager or member, as applicable:
2. From the use by the member or manager of the company’s property; or
3. From the appropriation of a company opportunity...
(c) Refraining from competing with the company in the conduct of the company’s
activities and affairs before the dissolution of the company.
74, Irrespective of the fiduciary duties of loyalty Defendant, BULAVCHIK owed to
Plaintiff, GSW and all other members of Plaintiff, Defendant, BULAVCHIK took the following
actions for his benefit and the benefit of Defendant, DSG and to the detriment of Plaintiff, GSW:
a. Forming Defendant, DSG without the knowledge and consent of the other
members of Plaintiff, GSW in order to compete directly with Plaintiff, GSW;
b. Misappropriating the GSW Trade Secrets without the knowledge and
consent of the other members of Plaintiff, GSW and to the detriment of Plaintiff, GSW in
Hartley Law Offices, PLC
12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 33301order to compete directly with Plaintiff, GSW;
c. Taking business opportunities belonging to Plaintiff, GSW and
capitalizing on such business opportunities for his benefit and for the benefit of
Defendant, DSG;
d. Stealing inventory of Plaintiff, GSW which was later sold by Defendant,
BULAVCHIK for his benefit and the benefit of DSG;
e. Ordering inventory from suppliers of Plaintiff, GSW which was
subsequently sold by Defendant, BULAVCHIK to customers of Defendant, DSG;
75. As a direct and proximate result of the foregoing breaches, Plaintiff has been
damaged in an amount exceeding the minimum jurisdictional limits of this Honorable Court, plus
prejudgment interest.
WHEREFORE, Plaintiff demands judgment against the Defendant, WADIM
BULAVCHIK in an amount exceeding the minimum jurisdictional limits of this Honorable
Court, plus prejudgment interest, the costs of this action and for such further and additional relief
as this Honorable Court deems just and proper, including without limitation the entry of an Order
of this Honorable Court that Defendant, VADIM BULAVCHIK be required to account to
Plaintiff, GSW and to hold as trustee for it any property, profit, or benefit derived by Defendant,
VADIM BULAVCHIK from the use by Defendant, VADIM BULAVCHIK of Plaintiff,
GSW’s property and from the appropriation of any company opportunity belonging to Plaintiff,
GSW.
COUNT Xv
VIOLATION OF FLORIDA STATUT. CTION 668.803 ET. SEQ. (BULAVCHIK)
Plaintiff realleges and reavers the allegations set forth in paragraphs one (1) through
nineteen (19) above as though fully set forth herein and further states as follows:
76. Florida Statute Section 668.803 (1) (Prohibited acts) provides that a person who
knowingly and with intent to cause harm or loss obtains information from a protected computer
without authorization and, as a result, causes harm or loss is liable to the extent provided in
Florida Statute Section 668.804 in a civil action to the owner, operator, or lessee of the protected
computer, or the owner of information stored in the protected computer who uses the information
in connection with the operation of a business.
77. Florida Statute Section 668.804 (1) (Remedies) provides that a person who brings
a civil action for a violation under Florida Statute Section 668.803 may recover actual damages,
including the person’s lost profits and economic damages, recover the violator’s profits that are
Hartley Law Offices, PLC
12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 33301not included in the computation of actual damages under paragraph (a), obtain injunctive or other
equitable relief from the court to prevent a future violation of Florida Statute Section 668.803,
and recover the misappropriated information, program, or code, and all copies thereof, that are
subject to the violation.
78. Florida Statute Section 668.804 (2) provides that the court shall award reasonable
attorney fees to the prevailing party in any action arising under Florida Statute Section 668.803.
79. Defendant, VADIM BULAVCHIK, k
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Filing # 60986458 E-Filed 08/28/2017 10:46:08 AM IN THE CIRCUIT COURT OF THE 17" JUDICIAL CIRCUIT, IN AND FOR BROWARD COUNTY, FLORIDA CASE NO.: CACE-17-012170 (04) GOURMET SEAFOOD WORLD, LLC, a Florida Limited Liability 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. / PLAINTIFF’S RESPONSE TO MOTION FOR ACCESS TO RECORDS OF PLAINTIFF, GOURMET SEAFOOD WORLD PURSUANT TO ES. § 605.0410 COMES NOW, Plaintiff, Gourmet Seafood World, LLC ("GSW") by and through its undersigned counsel and hereby files this, its Response to VADIM BULAVCHIK’s motion for access to records of GSW pursuant to Florida Statute Section 605.0410 and states as follows: 1. This action is based on theft by Defendant, VADIM BULAVCHIK of numerous corporate records, computer information and other business materials owned by the Plaintiff, as reflected in the Verified Complaint and the attached Verified Amended Complaint filed in this action [See Ex,_A]. Despite burglarizing the premises of a company he once owned and managed and now directly competes with, Defendant, VADIM BULAVCHIK has the unmitigated gall to file a Motion requesting this Hartley Law Offices, PLC 12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 33301 *4* FILED: BROWARD COUNTY. FL BRENDA D. FORMAN, CLERK 8/28/2017 10:46:07 AM.****Honorable Court to enter an order compelling the victim of VADIM BULAVCHIK’s crimes to provide him with records which he either has already stolen or destroyed. 2. As alleged in the original Verified Complaint and the Verified Amended Complaint filed in this action, in April, 2017, Defendants, BULAVCHIK, KNOWLES, WHATLEY and TAYLOR, entered into the business premises of Plaintiff, GSW and without the knowledge and consent of any of the other members/owners of GSW, accessed the business computers and physical files of GSW and stole Confidential Information of GSW (as defined in the GSW Noncompete Agreements), including without limitation customer and client lists, advertising and marketing materials, trademarks and logos, pricing information, supplier information, financial and accounting information, social media marketing methods and processes, ecommerce marketing methods and processes (hereinafter the “GSW Trade Secrets”), all in furtherance of the business purposes of Defendant, DSG and to the detriment of Plaintiff, GSW. [See 15 of Am.Compl.] 3. The GSW Trade Secrets were stolen by Defendants, BULAVCHIK, KNOWLES, WHATLEY and TAYLOR by making physical copies of information stored on GSW’s computer system, as well as by taking possession of physical files of GSW and by destroying other records of GSW in a malicious attempt to destroy the business of GSW, a competitor to a new company set up by Bulavchik and which now employed Bulavchik, Knowles, Whatley and Taylor. The foregoing actions were captured on the security cameras and security recordings of Plaintiff, GSW and memorialized in a police report filed with the Davie Police Department. 4, Irrespective of the foregoing, and ever mindful of the old adage that the best defense is a good offense, Defendant, BULAVCHIK filed a spurious motion to compel records which he had already stolen and which, under no conceivable scenario, were requested in good faith. 1 5. When this former member of GSW, acting in concert with GSW’s former employees, Defendants, KNOWLES, WHATLEY and TAYLOR, © burglarized the business premises of GSW, pilfered financial and other protected information of GSW 1 As admitted it in the motion, the request for Records under Fla.Stat § 605.0410 must be made in good faith [See 94 of motion]. Hartley Law Offices, PLC 12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 33301and destroyed business records of GSW, Defendant, BULAVCHIK forfeited any rights he may have had under Fla.Stat § 605.0410 or any other conceivable statutory or common law rights to obtain records from a company which is now his business competitor and which he has taken overt actions to harm. 6. Defendant, BULAVCHIK attempts to argue with in his motion that the lawsuit filed by GSW was in retaliation for Defendant, BULAVCHIK’s frivolous request for documents and other materials under Fla.Stat § 605.0410. In fact, nothing could be further from the truth. 7. Due to the actions of Defendant, BULAVCHIK in burglarizing the business premises of a now competing company, stealing its confidential business information, unlawfully accessing and then destroying computer files and otherwise causing irreparable harm to GSW, GSW was left with no alternative but to file this lawsuit in order to prevent further damage caused by the actions of Defendant, BULAVCHIK and his co-conspirators, Defendants, KNOWLES, WHATLEY and TAYLOR. 8. Although there does not appear to be any case law interpreting Fla.Stat § 605.0410, recent case law interpreting an analogous section of Chapter 607 of the Florida Statutes [section 607.1602(2), Florida Statutes (2006)] regarding shareholders rights to obtain similar types of information from corporations has held that a shareholder seeking information similar to the information sought by way of this motion must first establish that the shareholder [member] has a right to an accounting before requiring the corporation to provide records which in essence constitute an accounting. D. v. Mendiguren, 958 So.2d $27 (Fla. App. 4" DCA, 2007)2 9. Other than a bald request for a cafeteria list of corporate documents from his former company [many of which constitute either trade secret protected information; see requests 21 and 22 or confidential financial information], Defendant, BULAVCHIK has made no showings of his entitlement to an accounting. Furthermore, as Defendant, 2 “The trial court erred by granting the [shareholders'] motion to inspect, which in essence was a motion for an accounting, without first determining that the [shareholders] have a right to an accounting.” 958 So.2d 527 at 528 Hartley Law Offices, PLC 12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 33301BULAVCHIK has made absolutely no showing that this request is made in good faith and not in bad faith as demonstrated by the Plaintiffs Verified Amended Complaint and this Response to the Motion, it is highly likely that granting Defendant, BULAVCHIK’s Motion will cause immediate, irreparable harm to the Plaintiff. WHEREFORE, for the foregoing reasons, Plaintiff respectfully request this Honorable Court deny Defendant, BULAVCHIK’ Motion for access to records under Fla.Stat § 605.0410, and to award Plaintiff its reasonable attorneys fees in the preparation of this Response and the argument of this Motion. CERTIFICATE OF SERVICE WE HEREBY CERTIFY that a true and correct copy of the foregoing was e-filed and served this 28" day of August, 2017 on Roger Slade, Esq., email: rslade(@dhaberlaw.com and email: dbhpaservice@dhaberlaw.com and Rebecca Newman Casamayor, Esq., email: reasamayor@edhaberlaw.com and email: cpla@dhaberlaw.com, Haber Slade, P.A., 201 S. Biscayne Blvd., Suite 1205, Miami, Florida 33131 HARTLEY LAW OFFICES, PLC 12 Southeast Seventh Street Suite 606 Fort Lauderdale, Florida 33301 Telephone: (954) 357-9973 Facsimile: (954) 357-2275 Email: hartley@hartleylaw.net By:/s/Timothy M. Hartley TIMOTHY M. HARTLEY FL BAR NO. 979066 Hartley Law Offices, PLC 12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 33301EXHIBIT A Hartley Law Offices, PLC 12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 33301Filing # 60440473 E-Filed 08/15/2017 04:04:12 PM IN THE CIRCUIT COURT OF THE 17" JUDICIAL CIRCUIT, IN AND FOR BROWARD COUNTY, FLORIDA CASE NO.: CACE-17-012170 (04) GOURMET SEAFOOD WORLD, LLC, a Florida Limited Liability 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. FIRST AMENDED VERIFIED COMPLAINT FOR DAMAGES AND INJUNCTIVE RELIEF COMES NOW Plaintiff, GOURMET SEAFOOD WORLD, LLC, a Florida Limited Liability Company (hereinafter “GSW”) by and through its undersigned attorneys and files this First Amended Verified Complaint against the Defendants, DELUXE SEAFOOD GROUP, LLC, a Florida Limited Liability Company (hereinafter “DSG”), DIAMOND CENTURION GROUP, LLC, a Florida Limited Liability Company, (hereinafter “DCG”) VADIM BULAVCHIK (hereinafter “BULAVCHIK”), SAMANTHA KNOWLES (hereinafter “KNOWLES”), DAVID LEE WHATLEY JR. (hereinafter “WHATLEY”), and ZACHARY DAVID TAYLOR (hereinafter “TAYLOR”), and alleges as follows: Facts Common To All Counts: 1. This is an action seeking damages in excess of $15,000.00, exclusive of attorney’s fees, costs and interest and for equitable and injunctive relief. 2. All conditions precedent to the bringing of this action has been fulfilled, or have otherwise been waived. Hartley Law Offices, PLC 12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 333013. Plaintiff, GSW is a Florida limited liability in good standing and qualified to conduct business in the State of Florida. Plaintiff engages in the sales and marketing of gourmet seafood products on a worldwide basis. 4, Defendant, DSG is a Florida Limited Liability Company in good standing with its principal place of business in Broward County, Florida. Defendant, DSG is subject to the jurisdiction of the Courts of this state and venue is proper in Broward County, Florida as this Defendant has its principal place of business in Broward County, Florida and as all tortious actions of this Defendant were committed in whole or in part, in Broward County, Florida. 5. Defendant, DCG is a Florida Limited Liability Company in good standing with its principal place of business in Broward County, Florida. Defendant, DCG is subject to the jurisdiction of the Courts of this state and venue is proper in Broward County, Florida as this Defendant has its principal place of business in Broward County, Florida and as all tortious actions of this Defendant were committed in whole or in part, in Broward County, Florida. 6. Defendant, BULAVCHIK, is subject to the jurisdiction of the Courts of this State and venue is proper in Broward County, Florida as, upon information and belief, this Defendant resides in Broward County, Florida and as the tortious actions of this Defendant were committed, in whole or in part, in Broward County, Florida. At all times material to this action, Defendant, BULAVCHIK, was a member and a manager of GSW. 7. Defendant, WHATLEY is subject to the jurisdiction of the Courts of this State and venue is proper in Broward County, Florida as, upon information and belief, this Defendant resides in Broward County, Florida and as the tortious actions of this Defendant were committed, in whole or in part, in Broward County, Florida. At all times material to this action, Defendant, WHATLEY, was an employee of GSW, managing transportation and logistics for GSW, serving as its Sales Director and sales, pricing and supply information and, in this capacity has access to all of the confidential accounting and financial information. 8. Defendant, TAYLOR is subject to the jurisdiction of the Courts of this State and venue is proper in Broward County, Florida as, upon information and belief, this Defendant resides in Broward County, Florida and as the tortious actions of this Defendant were committed, in whole or in part, in Broward County, Florida. At all times material to this action, Defendant, TAYLOR, was an employee of GSW serving as its eCommerce Director and, in this capacity has access to the confidential transportation, logistics, on-line sales, ecommerce and marketing, website marketing, social media marketing. 9. Defendant, KNOWLES is subject to the jurisdiction of the Courts of this State Hartley Law Offices, PLC 12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 33301and venue is proper in Broward County, Florida as, upon information and belief, this Defendant resides in Broward County, Florida and as the tortious actions of this Defendant were committed, in whole or in part, in Broward County, Florida. At all times material to this action, Defendant, KNOWLES, was an employee of GSW serving as its Office Manager and bookkeeper and, in this capacity has access to all of the confidential accounting and financial information of GSW. 10. At all times material to this action, Defendants, KNOWLES, WHATLEY and TAYLOR, as a condition and requirement of their employment with GSW, executed and delivered to GSW confidentiality and noncompetition agreements (“GSW Noncompete Agreements”) in form and substance similar to that attached to this Complaint as Exhibit A. ll. Plaintiff, GSW, is unable to attach the actual GSW Noncompete Agreements signed by Defendants, KNOWLES, WHATLEY and TAYLOR, due to their theft of these documents from GSW’s premises, as is more particularly described in the balance of this Complaint. The undersigned verifies that the form of the GSW Noncompete Agreements attached to this Amended Complaint as Exhibit A is a true and correct copy of the same Noncompete Agreements signed by Defendants, KNOWLES, WHATLEY and TAYLOR, and that those GSW Noncompete Agreements were in existence prior to being stolen from the Plaintiff by these Defendants in April, 2017. 12. The terms of the GSW Noncompete Agreements specifically prohibit Defendants, KNOWLES, WHATLEY and TAYLOR from engaging in any activities, directly or indirectly which are or may be in conflict with the interests of or in competition with GSW.' The GSW Noncompete Agreements further prohibit Defendants, KNOWLES, WHATLEY and TAYLOR from directly or indirectly engaging in any business which is or may be directly or indirectly in conflict with the interests of GSW during Defendants, KNOWLES, WHATLEY and TAYLOR’s employment with GSW and for a period of two (2) years immediately thereafter. 13. The GSW Noncompete Agreements also contain a nonsolicitation clause which prohibits the Defendants during the term of their employment with GSW and for a period of two (2) years immediately thereafter from calling, soliciting, canvassing, either for themselves or for ' It should be noted that while the form of GSW Noncompete Agreement erroneously refers to “the provision of marketing services using an automated process to schedule photography services and software”, the form of the document also prohibits the signatory from engaging in any activities, directly or indirectly, which are or may be in conflict with the interests of or in competition with the Company [GSW]. Upon information and belief, at all times material to this action, the defendants knew what business the company [Gsw] engaged in and therefore, any argument that the GSW Noncompete Agreement did not put the Defendants on proper notice of the scope of the Agreement is disingenuous. Hartley Law Offices, PLC 12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 33301any other person, firm or entity, directly or indirectly any of the Company’s customers, clients or contractors with whom the Defendants have dealt, of whom they have become acquainted or of whom they have learned either prior to or during their employment with the Company to work in any way, in order for any business that is or may, directly or indirectly, be in conflict with the interests of or competition with the Company. 14. | The GSW Noncompete Agreements also prohibit the Defendants, KNOWLES, WHATLEY and TAYLOR from using any “Confidential Information” of GSW during their employment with GSW and for a period of two (2) years immediately thereafter. The GSW Noncompete Agreements define “Confidential Information” as information and other knowledge regarding various confidential and proprietary aspects of the business of GSW, including, without limitation, knowledge regarding GSW’s customers, accounts, referral sources, vendors, suppliers, business methods, marketing methods, processes, operations, employment practices, intellectual property, patents, copyrights, trade secrets, computer hardware, computer software, software sources, codes, procedures and forms. The foregoing information, primarily GSW’s information regarding its customers, accounts, referral sources, vendors, suppliers, business methods, marketing methods, processes, operations, employment practices, intellectual property, patents, copyrights, trade secrets, computer hardware, computer software, software sources, codes, procedures and forms, is proprietary business information which was not readily available to the public and from which GSW derives independent economic benefit. 15. In April, 2017, Defendants, BULAVCHIK, KNOWLES, WHATLEY and TAYLOR, entered into the business premises of Plaintiff, GSW and without the knowledge and consent of any of the other members/owners of GSW, accessed the business computers and physical files of GSW and stole Confidential Information of GSW (as defined in the GSW Noncompete Agreements), including without limitation customer and client lists, advertising and marketing materials, pricing information, supplier information, social media marketing methods and processes, ecommerce marketing methods and processes (hereinafter the “GSW Trade Secrets”), all in furtherance of the business purposes of Defendant, DSG and to the detriment of Plaintiff, GSW. 16. The GSW Trade Secrets were stolen by Defendants, BULAVCHIK, KNOWLES, WHATLEY and TAYLOR by making physical copies of information stored on GSW’s computer system, as well as by taking possession of physical files of GSW. The foregoing actions were captured on the security cameras and security recordings of Plaintiff, GSW and memorialized in a police report filed with the Davie Police Department. 17. The GSW Trade Secrets obtained by improper means by Defendants, BULAVCHIK, KNOWLES, WHATLEY and TAYLOR, were, at all times material to this Hartley Law Offices, PLC 12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 33301action “Trade Secrets” as defined by Fla.Stat.$688.002 as Plaintiff, GSW derived and derives actual and potential independent economic value from the information and materials taken by Defendants, BULAVCHIK, KNOWLES, WHATLEY and TAYLOR not being generally known to, and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use, such as Defendant, DSG and as Plaintiff, GSW used efforts that are reasonable under the circumstances to maintain the secrecy of the information and materials taken by Defendants, BULAVCHIK, KNOWLES, WHATLEY and TAYLOR such as requiring the execution of the GSW Noncompete Agreements, requiring the execution of employee handbooks containing confidentiality provisions and providing directives to the employees that this information was to be used solely for the business purposes of the Plaintiff. 18. Upon information and belief, the trade secret information and materials obtained by improper means by Defendants, BULAVCHIK, KNOWLES, WHATLEY and TAYLOR were subsequently misappropriated by Defendant, DSG. 19. Defendant, BULAVCHIK, formed Defendant, DSG as a Florida limited liability company. Upon information and belief, the primary business purpose of Defendant, DSG is to directly compete with GSW in the provision and sale of seafood items. Defendants, BULAVCHIK, KNOWLES, WHATLEY and TAYLOR Defendant, DSG Defendant, DSG COUNTI KNOWLES BREACH OF GSW NONCOMPETE AGREEMENT (TEMPORARY AND PERMANENT INJUNCTIVE RELIEF) Plaintiff realleges and reavers the allegations set forth in paragraphs one (1) through nineteen (19) above as though fully set forth herein and further states as follows: 20. As set forth above, Defendant, KNOWLES has breached the GSW Noncompete Agreements by accepting employment with Defendant, DSG and by providing the GSW Trade Secrets to Defendant, DSG, all in violation of the terms of the GSW Noncompete Agreement. 21. Such breaches have caused and will continue to cause irreparable injury to Plaintiff, GSW for which Plaintiff has no adequate remedy at law. 22. Plaintiff, GSW has a substantial likelihood of success on the merits as Defendant, KNOWLES’ breach is clear and irrefutable and as the violation of an enforceable restrictive covenant creates a presumption of irreparable injury to the person seeking enforcement pursuant to Florida statute section 542.335(1)(j) and as the terms of the GSW Noncompete Agreement also provide for injunctive relief to enforce its provisions. 23. Issuance of a temporary injunction prohibiting breach of Defendant, KNOWLES’ GSW Noncompete Agreement will serve the public interest as such an injunction will serve to Hartley Law Offices, PLC 12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 33301instill confidence in the protections afforded by such agreements and will otherwise aid the orderly flow of commerce. 24. The GSW Noncompete Agreement and the restrictions contained therein are reasonably necessary to protect the legitimate business interests of GSW as GSW has expended a substantial amount of capital and effort to promote and market its services. Were the Defendant, KNOWLES, allowed to violate the terms of such restrictions, GSW's marketing efforts and market presence would be irreparably jeopardized. WHEREFORE, Plaintiff, GOURMET SEAFOOD WORLD, LLC seeks entry of a preliminary and permanent injunction seeking the following relief: a. prohibiting Defendant, SAMANTHA KNOWLES from directly soliciting GSW’s clients and customers; b. prohibiting Defendant, SAMANTHA KNOWLES fiom interfering with or attempting to impair the relationship between GSW and any person or firm that is a customer or client of GSW; c. prohibiting Defendant, SAMANTHA KNOWLES from directly or indirectly soliciting, enticing, hiring or otherwise inducing any customer of GSW to terminate such customer relationship with GSW; d. prohibiting Defendant, SAMANTHA KNOWLES from disclosing GSW Trade Secrets to Defendant, DSG or to any other person or entity without GSW 's prior written authorization; e. prohibiting Defendant, SAMANTHA KNOWLES from otherwise using GSW’s Confidential Information to the detriment of GSW; f. prohibiting Defendant, SAMANTHA KNOWLES from continuing in employment in any capacity with Defendant, DSG or in any other manner, directly or indirectly work for, own, invest in, direct, or aid any company or person engaged in competition with GSW within the United States; g granting GSW an award of its reasonable attorney’s fees and costs incurred in the enforcement of the restrictive covenants set forth in the Confidentiality Agreement and h. granting such other and further relief as this honorable Court deems just and proper. COUNT I WHATLEY BREACH OF GSW NONCOMPETE AGREEMENT (TEMPORARY AND PERMANENT INJUNCTIVE RELIEF) Hartley Law Offices, PLC 12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 33301Plaintiff realleges and reavers the allegations set forth in paragraphs one (1) through nineteen (19) above as though fully set forth herein and further states as follows: 25. As set forth above, Defendant, WHATLEY has breached the GSW Noncompete Agreements by accepting employment with Defendant, DSG and by providing the GSW Trade Secrets to Defendant, DSG, all in violation of the terms of the GSW Noncompete Agreement. 26. Such breaches have caused and will continue to cause irreparable injury to Plaintiff, GSW for which Plaintiff has no adequate remedy at law. 27. Plaintiff, GSW has a substantial likelihood of success on the merits as Defendant, WHATLEY’ breach is clear and irrefutable and as the violation of an enforceable restrictive covenant creates a presumption of irreparable injury to the person seeking enforcement pursuant to Florida statute section 542.335(1)(j) and as the terms of the GSW Noncompete Agreement also provide for injunctive relief to enforce its provisions. 28. Issuance of a temporary injunction prohibiting breach of Defendant, WHATLEY’s GSW Noncompete Agreement will serve the public interest as such an injunction will serve to instill confidence in the protections afforded by such agreements and will otherwise aid the orderly flow of commerce. 29. The GSW Noncompete Agreement and the restrictions contained therein are reasonably necessary to protect the legitimate business interests of GSW as GSW has expended a substantial amount of capital and effort to promote and market its services. Were the Defendant, WHATLEY, allowed to violate the terms of such restrictions, GSW's marketing efforts and market presence would be irreparably jeopardized. WHEREFORE, Plaintiff, GOURMET SEAFOOD WORLD, LLC seeks entry of a preliminary and permanent injunction seeking the following relief: a. prohibiting Defendant, DAVID LEE WHATLEY JR. from directly soliciting GSW’s clients and customers; b. prohibiting Defendant, DAVID LEE WHATLEY JR. from interfering with or attempting to impair the relationship between GSW and any person or firm that is a customer or client of GSW; c. prohibiting Defendant, DAVID LEE WHATLEY JR. from directly or indirectly soliciting, enticing, hiring or otherwise inducing any customer of GSW to terminate such customer relationship with GSW; d. prohibiting Defendant, DAVID LEE WHATLEY JR. from disclosing GSW Trade Secrets to Defendant, DSG or to any other person or entity without GSW 's prior written Hartley Law Offices, PLC 12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 33301authorization; e. prohibiting Defendant, DAVID LEE WHATLEY JR. from otherwise using GSW’s Confidential Information to the detriment of GSW; f. prohibiting Defendant, DAVID LEE WHATLEY JR. from continuing in employment in any capacity with Defendant, DSG or in any other manner, directly or indirectly work for, own, invest in, direct, or aid any company or person engaged in competition with GSW within the United States; g. granting GSW an award of its reasonable attorney’s fees and costs incurred in the enforcement of the restrictive covenants set forth in the Confidentiality Agreement and h. granting such other and further relief as this honorable Court deems just and proper. COUNT HT TAYLOR BREACH OF GSW NONCOMPETE AGREEMENT (TEMPORARY AND PERMANENT INJUNCTIVE RELIEF) Plaintiff realleges and reavers the allegations set forth in paragraphs one (1) through nineteen (19) above as though fully set forth herein and further states as follows: 30. As set forth above, Defendant, TAYLOR has breached the GSW Noncompete Agreements by accepting employment with Defendant, DSG and by providing the GSW Trade Secrets to Defendant, DSG, all in violation of the terms of the GSW Noncompete Agreement. 31. Such breaches have caused and will continue to cause irreparable injury to Plaintiff, GSW for which Plaintiff has no adequate remedy at law. 32. Plaintiff, GSW has a substantial likelihood of success on the merits as Defendant, TAYLOR’ breach is clear and irrefutable and as the violation of an enforceable restrictive covenant creates a presumption of irreparable injury to the person seeking enforcement pursuant to Florida statute section 542.335(1)(j) and as the terms of the GSW Noncompete Agreement also provide for injunctive relief to enforce its provisions. 33. Issuance of a temporary injunction prohibiting breach of Defendant, TAYLOR’s GSW Noncompete Agreement will serve the public interest as such an injunction will serve to instill confidence in the protections afforded by such agreements and will otherwise aid the orderly flow of commerce. 34. The GSW Noncompete Agreement and the restrictions contained therein are reasonably necessary to protect the legitimate business interests of GSW as GSW has expended a substantial amount of capital and effort to promote and market its services. Were the Hartley Law Offices, PLC 12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 33301Defendant, TAYLOR, allowed to violate the terms of such restrictions, GS W's marketing efforts and market presence would be irreparably jeopardized. WHEREFORE, Plaintiff, GOURMET SEAFOOD WORLD, LLC seeks entry of a preliminary and permanent injunction seeking the following relief: a. prohibiting Defendant, ZACHARY DAVID TAYLOR from directly soliciting GSW’s clients and customers; b. prohibiting Defendant, ZACHARY DAVID TAYLOR from interfering with or attempting to impair the relationship between GSW and any person or firm that is a customer or client of GSW; c. prohibiting Defendant, ZACHARY DAVID TAYLOR from directly or indirectly soliciting, enticing, hiring or otherwise inducing any customer of GSW to terminate such customer relationship with GSW; d. prohibiting Defendant, ZACHARY DAVID TAYLOR from disclosing GSW Trade Secrets to Defendant, DSG or to any other person or entity without GSW 's prior written authorization; e. prohibiting Defendant, ZACHARY DAVID TAYLOR from otherwise using GSW’s Confidential Information to the detriment of GSW; f. prohibiting Defendant, ZACHARY DAVID TAYLOR from continuing in employment in any capacity with Defendant, DSG or in any other manner, directly or indirectly work for, own, invest in, direct, or aid any company or person engaged in competition with GSW within the United States; g. granting GSW an award of its reasonable attorney’s fees and costs incurred in the enforcement of the restrictive covenants set forth in the Confidentiality Agreement and h. granting such other and further relief as this honorable Court deems just and proper. COUNT IV (TEMPORARY AND PERMAN INJUNCTIVE RELIEF-BULAVCHIK, PURSUANT TO F.S.§688.001 et seq., “UNIFORM TRADE SECRETS ACT”) Plaintiff realleges and reavers the allegations set forth in paragraphs one (1) through nineteen (19) above as though fully set forth herein and further states as follows: 35. The GSW Trade Secrets are “Trade Secrets” as defined in F.S. §688.002(4). 36. Defendant, BULAVCHIK, has misappropriated the GSW Trade Secrets by his unauthorized use of same for his own benefit and for the benefit of Defendant, DSG. Hartley Law Offices, PLC 12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 3330137. GSW is entitled to injunctive relief for Defendant, BULAVCHIK’s misappropriation of GSW’s Trade Secrets pursuant to F.S. §688.003(1), (2) and (3). WHEREFORE, Plaintiff, GOURMET SEAFOOD WORLD, LLC seeks entry of a preliminary and permanent injunction seeking the following relief: a. prohibiting Defendant, VADIM BULAVCHIK from directly soliciting GSW’s clients and customers; b. prohibiting Defendant, VADIM BULAVCHIK from interfering with or attempting to impair the relationship between GSW and any person or firm that is a past or present customer or client of GSW; c. prohibiting Defendant, VADIM BULAVCHIK from directly or indirectly soliciting, enticing, hiring or otherwise inducing any customer of GSW to terminate such customer relationship with GSW; d. prohibiting Defendant, VADIM BULAVCHIK from disclosing GSW’s Confidential Information (as defined in Section 1 of the Confidentiality Agreement) to DSG or to any other person or entity without GSW 's prior written authorization; e. prohibiting Defendant, VADIM BULAVCHIK from otherwise using GSW’s Confidential Information to the detriment of GSW; f. granting GSW an award of its reasonable attorneys fees and costs incurred in the enforcement of the restrictive covenants set forth in the Confidentiality Agreement; and h. granting such other and further relief as this honorable Court deems just and proper. COUNT V (TEMPORARY AND PERMANENT INJUNCTIVE RELIEF- WHATLEY, PURSUANT TO F.S.§688.001 et seg.. “UNIFORM TRADE SECRETS ACT”) Plaintiff realleges and reavers the allegations set forth in paragraphs one (1) through nineteen (19) above as though fully set forth herein and further states as follows: 38. The GSW Trade Secrets are “Trade Secrets” as defined in F.S. §688.002(4). 39. Defendant, WHATLEY, has misappropriated the GSW Trade Secrets by his unauthorized use of same for his own benefit and for the benefit of DSG. 40. GSW is entitled to injunctive relief for Defendant, WHATLEY’s misappropriation of GSW’s Trade Secrets pursuant to F.S. §688.003(1), (2) and (3). WHEREFORE, Plaintiff, GOURMET SEAFOOD WORLD, LLC seeks entry of a preliminary and permanent injunction seeking the following relief: Hartley Law Offices, PLC 12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 33301a. prohibiting Defendant, DAVID LEE WHATLEY JR. from directly soliciting GSW’s clients and customers; b. prohibiting Defendant, DAVID LEE WHATLEY JR. from interfering with or attempting to impair the relationship between GSW and any person or firm that is a customer or client of GSW; c. prohibiting Defendant, DAVID LEE WHATLEY JR. from directly or indirectly soliciting, enticing, hiring or otherwise inducing any customer of GSW to terminate such customer relationship with GSW; d. prohibiting Defendant, DAVID LEE WHATLEY JR. from disclosing GSW’s Confidential Information (as defined in Section | of the Confidentiality Agreement) to DSG or to any other person or entity without GSW 's prior written authorization; e. prohibiting Defendant, DAVID LEE WHATLEY JR. from otherwise using GSW’s Confidential Information to the detriment of GSW; f. granting GSW an award of its reasonable attorneys fees and costs incurred in the enforcement of the restrictive covenants set forth in the Confidentiality Agreement; and g. granting such other and further relief as this honorable Court deems just and proper. COUNT VI (TEMPORARY AND PERMANENT INJUNCTIVE RELIEF- TAYLOR, PURSUANT TO F-.S.§688.001 et seg., “UNIFORM TRADE SECRETS ACT”) Plaintiff realleges and reavers the allegations set forth in paragraphs one (1) through nineteen (19) above as though fully set forth herein and further states as follows: 4l. The GSW Trade Secrets are “Trade Secrets” as defined in F.S. §688.002(4). 42. Defendant, TAYLOR, has misappropriated the GSW Trade Secrets by his unauthorized use of same for his own benefit and for the benefit of Defendant, DSG. 43. GSW is entitled to injunctive relief for Defendant, TAYLOR’s misappropriation of GSW’s Trade Secrets pursuant to F.S. §688.003(1), (2) and (3). WHEREFORE, Plaintiff, GOURMET SEAFOOD WORLD, LLC seeks entry of a preliminary and permanent injunction seeking the following relief: a. prohibiting Defendant, ZACHARY DAVID TAYLOR from directly soliciting GSW’s clients and customers; b. prohibiting Defendant, ZACHARY DAVID TAYLOR from interfering with or attempting to impair the relationship between GSW and any person or firm that is a customer or Hartley Law Offices, PLC 12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 33301client of GSW: c. prohibiting Defendant, ZACHARY DAVID TAYLOR from directly or indirectly soliciting, enticing, hiring or otherwise inducing any customer of GSW to terminate such customer relationship with GSW; d. prohibiting Defendant, ZACHARY DAVID TAYLOR from disclosing GSW’s Confidential Information (as defined in Section 1 of the Confidentiality Agreement) to DSG or to any other person or entity without GSW 's prior written authorization; e. prohibiting Defendant, ZACHARY DAVID TAYLOR from otherwise using GSW’s Confidential Information to the detriment of GSW; f. granting GSW an award of its reasonable attorney’s fees and costs incurred in the enforcement of the restrictive covenants set forth in the Confidentiality Agreement; and g. granting such other and further relief as this honorable Court deems just and proper. COUNT VII (TEMPORARY AND PERMANENT INJUNCTIVE RELIEF- KNOWLES. PURSUANT TO F.S.§688.001 et seg., “UNIFORM TRADE SECRETS ACT”) Plaintiff realleges and reavers the allegations set forth in paragraphs one (1) through nineteen (19) above as though fully set forth herein and further states as follows: 44. The GSW Trade Secrets are “Trade Secrets” as defined in F.S. $688.002(4). 45. Defendant, KNOWLES, has misappropriated the GSW Trade Secrets by her unauthorized use of same for her own benefit and for the benefit of Defendant, DSG. 46. GSW is entitled to injunctive relief for Defendant, KNOWLES’ misappropriation of GSW’s Trade Secrets pursuant to F.S. §688.003(1), (2) and (3). WHEREFORE, Plaintiff, GOURMET SEAFOOD WORLD, LLC seeks entry of a preliminary and permanent injunction seeking the following relief: a. prohibiting Defendant, SAMANTHA KNOWLES from directly soliciting GSW’s clients and customers; b. prohibiting Defendant, SAMANTHA KNOWLES from interfering with or attempting to impair the relationship between GSW and any person or firm that is a customer or client of GSW; c prohibiting Defendant, SAMANTHA KNOWLES fiom directly or indirectly soliciting, enticing, hiring or otherwise inducing any customer of GSW to terminate such customer relationship with GSW; Hartley Law Offices, PLC 12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 33301d. prohibiting Defendant, SAMANTHA KNOWLES from disclosing GSW’s Confidential Information (as defined in Section 1 of the Confidentiality Agreement) to DSG or to any other person or entity without GSW 's prior written authorization; e. prohibiting Defendant, SAMANTHA KNOWLES from otherwise using GSW’s Confidential Information to the detriment of GSW; f. granting GSW an award of its reasonable attorney’s fees and costs incurred in the enforcement of the restrictive covenants set forth in the Confidentiality Agreement; and g. granting such other and further relief as this honorable Court deems just and proper. COUNT VIII (DAMAGES-BULAVCHIK, PURSUANT TO F.S.§688.004 ) Plaintiff realleges and reavers the allegations set forth in paragraphs one (1) through nineteen (19) above as though fully set forth herein and further states as follows: 47. The GSW Trade Secrets are “Trade Secrets” as defined in F.S. §688.002(4). 48. Defendant, BULAVCHIK, has misappropriated GSW’s Trade Secrets by his unauthorized use of same pursuant to F.S.§688.002. 49. Pursuant to F.S.§688.004, GSW is entitled to damages stemming from such misappropriation computed as both the actual loss caused by misappropriation and the unjust enrichment caused by misappropriation that is not taken into account in computing actual loss. 50. As such misappropriation is willful and malicious, GSW seeks exemplary damages pursuant to F.S.$688.004(2). WHEREFORE, GOURMET SEAFOOD WORLD, LLC demands judgment against Defendant, VADIM BULAVCHIK, for damages in excess of the minimum jurisdictional limits of this Honorable Court, its reasonable attorney’s fees pursuant to F.S.§688.005 and for such other and further relief as this honorable Court deems just and proper. COUNT IX (DAMAGES- WHATLEY, PURSUANT TO E.S.§688.004 Plaintiff realleges and reavers the allegations set forth in paragraphs one (1) through nineteen (19) above as though fully set forth herein and further states as follows: 51. | The GSW Trade Secrets are “Trade Secrets” as defined in F.S. §688.002(4). 52. Defendant, WHATLEY, has misappropriated GSW’s Trade Secrets by his unauthorized use of same pursuant to F.S.§688.002. 53. Pursuant to F.S.§688.004, GSW is entitled to damages stemming from such Hartley Law Offices, PLC 12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 33301misappropriation computed as both the actual loss caused by misappropriation and the unjust enrichment caused by misappropriation that is not taken into account in computing actual loss. 54, As such misappropriation is willful and malicious, GSW seeks exemplary damages pursuant to F.S. §688.004(2). WHEREFORE, GOURMET SEAFOOD WORLD, LLC demands judgment against Defendant, DAVID LEE WHATLEY JR.., for damages in excess of the minimum jurisdictional limits of this Honorable Court, its reasonable attorney’s fees pursuant to F.S.§688.005 and for such other and further relief as this honorable Court deems just and proper. COUNT X (DAMAGES- TAYLOR, PURSUANT TO F.S.§688.004 ) Plaintiff realleges and reavers the allegations set forth in paragraphs one (1) through nineteen (19) above as though fully set forth herein and further states as follows: 55. The GSW Trade Secrets are “Trade Secrets” as defined in F.S. §688.002(4). 56. Defendant, TAYLOR, has misappropriated GSW’s Trade Secrets by his unauthorized use of same pursuant to F.S.§688.002. 57. Pursuant to F.S.§688.004, GSW is entitled to damages stemming from such misappropriation computed as both the actual loss caused by misappropriation and the unjust enrichment caused by misappropriation that is not taken into account in computing actual loss. 58. As such misappropriation is willful and malicious, GSW seeks exemplary damages pursuant to F.S. §688.004(2). WHEREFORE, GOURMET SEAFOOD WORLD, LLC demands judgment against Defendant, ZACHARY DAVID TAYLOR, for damages in excess of the minimum jurisdictional limits of this Honorable Court, its reasonable attorney’s fees pursuant to F.S.§688.005 and for such other and further relief as this honorable Court deems just and proper. COUNT XI (DAMAGES- KNOWLES, PURSUANT TO F.S.§688.004 ) Plaintiff realleges and reavers the allegations set forth in paragraphs one (1) through nineteen (19) above as though fully set forth herein and further states as follows: 59. | The GSW Trade Secrets are “Trade Secrets” as defined in F.S. §688.002(4). 60. Defendant, KNOWLES, has misappropriated GSW’s Trade Secrets by her unauthorized use of same pursuant to F.S.§688.002. 61. — Pursuant to F.S.§688.004, GSW is entitled to damages stemming from such misappropriation computed as both the actual loss caused by misappropriation and the unjust Hartley Law Offices, PLC 12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 33301enrichment caused by misappropriation that is not taken into account in computing actual loss. 62. As such misappropriation is willful and malicious, GSW seeks exemplary damages pursuant to F.S. §688.004(2). WHEREFORE, GOURMET SEAFOOD WORLD, LLC demands judgment against Defendant, SAMANTHA KNOWLES, for damages in excess of the minimum jurisdictional limits of this Honorable Court, its reasonable attorney’s fees pursuant to F.S.§688.005 and for such other and further relief as this honorable Court deems just and proper. COUNT XII (DAMAGES- DSG, PURSUANT TO E.S.§688.004 ) Plaintiff realleges and reavers the allegations set forth in paragraphs one (1) through nineteen (19) above as though fully set forth herein and further states as follows: 63. The GSW Trade Secrets are “Trade Secrets” as defined in F.S. §688.002(4). 64. Defendant, DSG, has misappropriated GSW’s Trade Secrets by its unauthorized use of same pursuant to F.S.§688.002. 65. Pursuant to F.S.§688.004, GSW is entitled to damages stemming from such misappropriation computed as both the actual loss caused by misappropriation and the unjust enrichment caused by misappropriation that is not taken into account in computing actual loss. 66. As such misappropriation is willful and malicious, GSW seeks exemplary damages pursuant to F.S. §688.004(2). WHEREFORE, GOURMET SEAFOOD WORLD, LLC demands judgment against Defendant, DELUXE SEAFOOD GROUP, LLC, for damages in excess of the minimum jurisdictional limits of this Honorable Court, its reasonable attorney’s fees pursuant to F.S.§688.005 and for such other and further relief as this honorable Court deems just and proper. COUNT XII ACCOUNTING (BULAVCHIK) Plaintiff realleges and reavers the allegations set forth in paragraphs one (1) through nineteen (19) above as though fully set forth herein and further states as follows: 67. Defendant, BULAVCHIK entered into a complex business relationship with Plaintiff involving the receipts and expenditures of Plaintiff's funds. 68. As Defendant, BULAVCHIK at all times material to this action was a Member and Manager of Plaintiff, GSW, Defendant, BULAVCHIK owes a fiduciary duty to Plaintiff, GSW. 69. As a result of such relationship, Defendant, BULAVCHIK owes a fiduciary duty Hartley Law Offices, PLC 12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 33301to Plaintiff to properly and adequately account for all funds belonging to Plaintiff, GSW. 70. Plaintiff is entitled to the equitable remedy of accounting as there is no adequate remedy at law to account for their funds. WHEREFORE, Plaintiff demands entry of a judgment requiring Defendant, VADIM BULAVCHIK to properly and adequately account for all funds of Plaintiff, as well as all income and expenditures of Defendant, BULAVCHIK and Defendant, DSG the costs of this action, and for such other and further relief as this Honorable Court deems just and proper. COUNT XIV BREACH OF FIDUC YY DUTY (BULAVCHIK) Plaintiff realleges and reavers the allegations set forth in paragraphs one (1) through nineteen (19) above as though fully set forth herein and further states as follows: 71. Florida Statute Section 605.04091(1) provides that each manager of a manager- managed limited liability company and member of a member-managed limited liability company owes fiduciary duties of loyalty and care to the limited liability company and members of the limited liability company. 72. At all times material to this action, Defendant, BULAVCHIK, served as the Manager of Plaintiff, GSW, a manager-managed Florida limited liability company. As such, Defendant, BULAVCHIK owed fiduciary duties of loyalty and care to Plaintiff, GSW and all other members of Plaintiff, GSW. 72. Florida Statute Section 605.0409 1(2) provides that the duty of loyalty includes: (a) Accounting to the limited liability company and holding as trustee for it any property, profit, or benefit derived by the manager or member, as applicable: 2. From the use by the member or manager of the company’s property; or 3. From the appropriation of a company opportunity... (c) Refraining from competing with the company in the conduct of the company’s activities and affairs before the dissolution of the company. 74, Irrespective of the fiduciary duties of loyalty Defendant, BULAVCHIK owed to Plaintiff, GSW and all other members of Plaintiff, Defendant, BULAVCHIK took the following actions for his benefit and the benefit of Defendant, DSG and to the detriment of Plaintiff, GSW: a. Forming Defendant, DSG without the knowledge and consent of the other members of Plaintiff, GSW in order to compete directly with Plaintiff, GSW; b. Misappropriating the GSW Trade Secrets without the knowledge and consent of the other members of Plaintiff, GSW and to the detriment of Plaintiff, GSW in Hartley Law Offices, PLC 12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 33301order to compete directly with Plaintiff, GSW; c. Taking business opportunities belonging to Plaintiff, GSW and capitalizing on such business opportunities for his benefit and for the benefit of Defendant, DSG; d. Stealing inventory of Plaintiff, GSW which was later sold by Defendant, BULAVCHIK for his benefit and the benefit of DSG; e. Ordering inventory from suppliers of Plaintiff, GSW which was subsequently sold by Defendant, BULAVCHIK to customers of Defendant, DSG; 75. As a direct and proximate result of the foregoing breaches, Plaintiff has been damaged in an amount exceeding the minimum jurisdictional limits of this Honorable Court, plus prejudgment interest. WHEREFORE, Plaintiff demands judgment against the Defendant, WADIM BULAVCHIK in an amount exceeding the minimum jurisdictional limits of this Honorable Court, plus prejudgment interest, the costs of this action and for such further and additional relief as this Honorable Court deems just and proper, including without limitation the entry of an Order of this Honorable Court that Defendant, VADIM BULAVCHIK be required to account to Plaintiff, GSW and to hold as trustee for it any property, profit, or benefit derived by Defendant, VADIM BULAVCHIK from the use by Defendant, VADIM BULAVCHIK of Plaintiff, GSW’s property and from the appropriation of any company opportunity belonging to Plaintiff, GSW. COUNT Xv VIOLATION OF FLORIDA STATUT. CTION 668.803 ET. SEQ. (BULAVCHIK) Plaintiff realleges and reavers the allegations set forth in paragraphs one (1) through nineteen (19) above as though fully set forth herein and further states as follows: 76. Florida Statute Section 668.803 (1) (Prohibited acts) provides that a person who knowingly and with intent to cause harm or loss obtains information from a protected computer without authorization and, as a result, causes harm or loss is liable to the extent provided in Florida Statute Section 668.804 in a civil action to the owner, operator, or lessee of the protected computer, or the owner of information stored in the protected computer who uses the information in connection with the operation of a business. 77. Florida Statute Section 668.804 (1) (Remedies) provides that a person who brings a civil action for a violation under Florida Statute Section 668.803 may recover actual damages, including the person’s lost profits and economic damages, recover the violator’s profits that are Hartley Law Offices, PLC 12 Southeast Seventh Street, Suite 606, Fort Lauderdale, FL 33301not included in the computation of actual damages under paragraph (a), obtain injunctive or other equitable relief from the court to prevent a future violation of Florida Statute Section 668.803, and recover the misappropriated information, program, or code, and all copies thereof, that are subject to the violation. 78. Florida Statute Section 668.804 (2) provides that the court shall award reasonable attorney fees to the prevailing party in any action arising under Florida Statute Section 668.803. 79. Defendant, VADIM BULAVCHIK, k