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Filing # 53544723 E-Filed 03/09/2017 10:51:57 PM
IN THE CIRCUIT COURT OF THE
1774 JUDICIAL CIRCUIT IN AND FOR
BROWARD COUNTY FLORIDA
CASE NO.: CACE-14-001087(04)
PLANET T UNIFORMS, INC.,
Plaintiff,
v.
FLORIDA CHARTER FOUNDATION, INC.
D/B/A FRANKLIN ACADEMY CHARTER
SCHOOL, DISCOVERY SCHOOLS, _INC.,
iUNIFORMS, INC., RICHARD SHELLOW, JON
THOMAS ROGERS, AND SCOTT SZNITKEN,
Defendants.
/
SECOND AMENDED COMPLAINT
Plaintiff, PLANET T UNIFORMS, INC., by and through undersigned counsel, hereby files
this Second Amended Complaint against FLORIDA CHARTER FOUNDATION, INC. D/B/A
FRANKLIN ACADEMY CHARTER SCHOOL, DISCOVERY SCHOOLS, INC., RICHARD
SHELLOW, JON THOMAS ROGERS, and SCOTT SZNITKEN, and in support thereof states as
follows:
PARTIES, JURISDICTION, AND VENUE
1. This action seeks damages against FRANKLIN, which exceeds $15,000.00, exclusive
of interest, attorneys’ fees and costs.
2. PLANET T UNIFORMS, (“PLANET T”), is a Florida corporation, which sells
primarily school uniforms and maintains its principal place of business in Pembroke Pines, Florida.
3, FLORIDA CHARTER FOUNDATION, INC. D/B/A FRANKLIN ACADEMY
CHARTER SCHOOL, (“FRANKLIN”), is a Florida corporation that maintains its principal place
of business in Sarasota, Florida.
Page 1 of 35
*** FILED: BROWARD COUNTY, FL BRENDA D. FORMAN, CLERK 3/9/2017 10:51:57 PM.****4, DISCOVERY SCHOOLS, INC. (“DISCOVERY SCHOOLS”) is a Florida corporation
that maintains its principal place of business in Fort Lauderdale, Broward County, Florida.
5. iUNIFORMS, INC. (“iUNIFORMS”) is a Florida corporation that maintains its
principal place of business in Dania Beach, Broward County, Florida.
6. RICHARD SHELLOW (“SHELLOW”) resides in Miami-Dade County, Florida and is
otherwise sui juris.
7. JON THOMAS ROGERS (“ROGERS”) resides in Broward County, Florida and is
otherwise sui juris.
8. SCOTT SZNITKEN (“SZNITKEN”) resides in Broward County, Florida and is
otherwise sui juris.
9. Venue is appropriate Broward County, Florida, pursuant to §47.011, Fla. Stat. because
the causes of action accrued in Broward County, Florida.
10. All conditions precedent to filing this lawsuit have been performed, waived, or
satisfied.
GENERAL ALLEGATIONS
11. PLANET T is a corporation which sells primarily school uniforms.
12. FRANKLIN is a private charter school located in Broward County, Florida.
13. DISCOVERY SCHOOLS is the management company of FRANKLIN.
14. iUNIFORMS is a corporation which sells school uniforms.
15, | ROGERS is the CEO of DISCOVERY SCHOOLS and agent of FRANKLIN.
16. SZNITKEN is the Director of the Florida Charter Foundation, Inc., which is doing
business as FRANKLIN.
Page 2 of 3517. In November of 2010, PLANET T was approached by Ivy Bernardo, Assistant
Principal to FRANKLIN, to create a logo in both print and embroidery for student uniforms and
make samples for FRANKLIN.
18. Onbehalf of FRANKLIN, Ms. Bernardo advised PLANET T that she was deciding
which uniform vendor to use for the Pembroke Pines campus for the 2011-2012 school year, as
well as, for several future schools in the area.
19. In direct response to FRANKLIN’s request, PLANET T developed a collection of
uniform items exclusively for FRANKLIN’s schools that included items from the existing
collection, as well as, items specially manufactured for FRANKLIN.
20. PLANET T drafted a proposal for the 2011-2012 school year based on the scope of
requirements discussed with Ms. Bernardo.
21, ‘In March of 2011, Ms. Bernardo confirmed that FRANKLIN’s Board of Directors
had approved PLANET T’s proposal to act as its exclusive uniform vendor for the 2011-2012
school year.
22, Although the Board of Directors of FRANKLIN and PLANET T had only agreed
for Planet T to provide uniform services for one (1) school year; Planet T wanted to execute a
written contract for a term to exceed one school year.
23. In April of 2011, PLANET T submitted a draft contract for execution by
FRANKLIN and PLANET T. See Unexecuted Contract between Planet T and Franklin attached
as Exhibit “A”.
24. In April of 2011, ROGERS responded to PLANET T with markups on the proposed
contract.
Page 3 of 3525. Subsequently, PLANET T attempted numerous times to meet with FRANKLIN to
go over the markups and have the contract executed.
26. The meeting with PLANET T and FRANKLIN was delayed by FRANKLIN until
late May of 2011.
27. At the meeting in May of 2011, FRANKLIN refused to execute the contract
submitted by PLANET T.
28. | ROGERS orally'agreed that if PLANET T would be the exclusive vendor of
FRANKLIN and if performed as promised, a written contract with an extended term would be
immediately executed following the 2011-2012 season.
29. In the fall of 2011, PLANET T repeatedly attempted to secure a meeting with
FRANKLIN’s representatives to arrange a meeting regarding their relationship and the 2012-2013
school season. PLANET T advised FRANKLIN that around the fall was when PLANET T could
secure the best cost and quality for uniforms,
30. Prior to a meeting, Ms. Bernardo and ROGERS demanded privileged sales and
margin information from PLANET T under the pretense of evaluation in preparation of a meeting
to execute a written contract.
31. | PLANET T provided the requested information with the understanding that it
would bring forth a meeting with FRANKLIN to execute a contract.
32. | PLANET T advised FRANKLIN that the records provided to FRANKLIN were to
be kept confidential as they contained trade secret information.
33. On or about January 12, 2012, PLANET T requested yet again another meeting
with FRANKLIN.
Page 4 of 3534. Onor about January 20, 2012, ROGERS advised PLANET T that FRANKLIN had.
elected to reissue a call for proposals for the upcoming 2012-2013 school year.
35. In March of 2012, Ms. Bernardo contacted PLANET T and requested a meeting
and for PLANET T to again act as the exclusive uniform vendor to the 1,300 Franklin Academy
students for the 2012-2013 school year.
36. Due to the late notice, PLANET T had to buy the specialized goods late and pay
more for expedited production and freight.
37. Ms. Bernardo committed to a meeting in September 2012 in order to secure a
written contract with PLANET T. However, no meeting ever occurred in September 2012.
38. In late September or early October 2012, SZNITKEN, contacted PLANET T on
behalf of FRANKLIN and requested a visit to PLANET T’s store with Ms. Bernardo.
39. SZNITKEN introduced himself to PLANET T’s representatives as the new
Director of the Florida Charter Foundation, Inc. and stated he was responsible to review and
discuss the parties’ ongoing relationship.
40. | SZNITKEN also advised that 2 meeting to “iron out” details of the parties’ plans
going forward would soon be arranged.
41. On or about November 2, 2012, PLANET T emailed SZNITKEN advising it was
finalizing its commitments for the 2013-2014 school season, and in order to stay competitive in
price and programs, without any compromise to quality, they commit well in advance to their
factories. PLANET T requested a meeting to discuss their ongoing business relationship.
42. On or about November 27, 2012, SZNITKEN requested sales information in
preparation of a meeting to execute a contract,
Page 5 of 3543. | PLANET T provided this information based upon PLANET T’s representations and
advised FRANKLIN it was to be kept confidential.
44. Once again the meeting was delayed. On January 21, 2013, just three days before
the meeting was finally scheduled, SZNITKEN requested a full list of all styles, sizes, and colors
of items that PLANET T provides for FRANKLIN.
45. | PLANET T provided the requested uniforms, despite the late request for same.
46. Upon arrival to the meeting on January 24, 2013, FRANKLIN advised PLANET T
that the decision had been made not to continue with PLANET T.
47. It was later learned that SZNITKEN and ROGERS clearly intended to fraudulently
obtain proprietary information from PLANET T.
48. The decision to not renew its oral contract or to enter into a written contract was
due to the direct actions of SZNITKEN and ROGERS, so they could have FRANKLIN hire
iUNIFORMS, which SZNITKEN and ROGERS modeled off the exact business model they
contrived from PLANET T.
49, PLANET T’s full list of all styles, sizes, and colors of items, as well as, their sales
and margin information were trade secret information and a proven business model.
50. On more than one occasion, FRANKLIN’s representatives promised that if
PLANET T performed well, it would sign a contract with PLANET T. PLANET T did in fact
perform well as evidenced by its results for FRANKLIN and received praise from parents during
the past two (2) school years. Conversely, FRANKLIN’s promises were nothing more than a mere
subterfuge to obtain proprietary information from PLANET T so that said information could be
used to incorporate its own uniform vendor company.
Page 6 of 3551. Based upon the representations made by FRANKLIN, PLANET T ordered
inventory specifically allotted to FRANKLIN that was valued at over $100,000.00.
52. On or about January 24, 2013, FRANKLIN advised PLANET T that the decision
had been made not to continue with PLANET T.
53. | Onor around February 2013, FRANKLIN refused to send its students to PLANET
T for their school’s uniforms.
54. However, without any warning, and after PLANET T provided FRANKLIN with
both confidential sales reports and a sample of all types and sizes of uniforms that it sells to
FRANKLIN’s students, FRANKLIN informed PLANET T that not only would it not receive a
contract, PLANET T would no longer be able to sell the FRANKLIN specially manufactured
uniforms it currently has in inventory after March 31, 2013. Further, in the correspondence from
FRANKLIN, it stated it would not guarantee a purchase up to slightly more than $25,000 worth
of inventory. See February 25, 2013 letter attached hereto as Exhibit “B”.
55. As stated above, PLANET T ordered specially manufactured uniforms for
FRANKLIN based upon FRANKLIN, ROGERS, and SZNITKEN’s representations; therefore,
PLANET T turned down other business opportunities in order to adequately provide services to
FRANKLIN and thus suffered damages.
56. | FRANKLIN subsequently hired iUNIFORMS in place of PLANET T.
57, Since the retention of {UNIFORMS by FRANKLIN, numerous parents have
complained about the lack of quality of the clothing and customer service provided by
iUNIFORMS.
58. In an attempt to mitigate {UNIFORMS’ poor performance and failures as a provider
of school uniforms, on August 12, 2013, Dr. David L. Thomas, Chairman of the Board of Directors
Page 7 of 35for FRANKLIN, sent a correspondence to all of the parents of the students at FRANKLIN
apologizing for i'UNIFORMS’ poor performance. In said correspondence, Dr. Thomas stated that
FRANKLIN “heard many of the same concerns” about PLANET T as it heard about {UNIFORMS’
performance or lack thereof. Dr. Thomas’s comments were defamatory and intended to malign
PLANET T with the hope that it would dull iUNIFORMS’ poor performance.
59. Subsequent to the filing of this lawsuit, PLANET T deposed SHELLOW, owner
of iUNIFORMS, on April 30, 2015, and it was discovered that SHELLOW is merely a pawn, and
ROGERS and DISCOVERY SCHOOLS had iUNIFORMS incorporated to be the sole uniform
vendor for FRANKLIN. See the following facts gathered from SHELLOW’s deposition that
support such allegation: See Shellow Dep. Attached hereto as Exhibit “C”.
a. SHELLOW has known ROGERS and SZNTKEN for approximately twenty
(20) years; Shellow Dep, 21:25; 28:3-7, April 30, 2015
b. Prior to the formation of i\UNIFORMS, SHELLOW had no knowledge of
the garment industry; SHELLOW leamed of the business opportunity to
start a uniform vendor business through discussions with ROGERS;
Shellow Dep. 78:6-11, April 30, 2015
c. SHELLOW admitted that he does not know: the type of entity {UNIFORMS
is (LLC, Inc., etc.), its classification under the IRS designation,
iUNIFORMS’ employees’ last names, who the registered agent of
iUNIFORMS is, or if iUNIFORMS has a credit card or checkbook to pay
expenses, orders, etc., Shellow Dep. 8:4-5; 88:5-8; 43-44: 4-19; 44:22-24,
April 30, 2015
Page 8 of 35d.
iUNIFORMS was funded entirely by ROGERS or DISCOVERY
SCHOOLS; SHELLOW was unsure whether ROGERS personally funded
iUNIFORMS or whether he funded it through his company, DISCOVERY
SCHOOLS. No one else ever invested money with iUNIFORMS;
SHELLOW states the funding was a loan and that ROGERS or
DISCOVERY SCHOOLS had loaned {UNIFORMS around $100,000.00 as
of April 30, 2015; SHELLOW stated there was not written contract with
ROGERS or DISCOVERY SCHOOLS, there is no interest rate with the
loan, and that whenever ROGERS requests to be repaid, iUNIFORMS has
to repay him immediately upon request; Shellow Dep. 73-75:20-2; 87:20-
25; 74:1-6; 73:9-12; 75:6-20, April 30, 2015
SHELLOW admits DISCOVERY SCHOOLS originally registered
iUNIFORMS’ website domain; doesn’t know who developed
iUNIFORMS’ website; doesn’t know what schools are listed on
iUNIFORMS’ website, admits that the actual owner of iUNIFORMS’
website domain is blocked from the public by Perfect Privacy, LLC; doesn’t
know who the actual owner of the website domain is currently; never signed
any document transferring ownership of iUniforms.com from
DISCOVERY SCHOOLS to iUNIFORMS; and does not have login
credentials to login and change the domain information on Network
Solutions, the domain company; Shellow Dep. 33-34:17-21, 37:5-12, 40:
11-17, 41:7-9, 41:10-23, 41-42:24-8, April 30, 2015
Page 9 of 35f. SHELLOW advised SZNITKEN prepared the contract between
iUNIFORMS and FRANKLIN, which is almost identical to the contract
PLANET T prepared for its contract with FRANKLIN; Shellow Dep. 49-
50:25-10, April 30, 2015
g. SHELLOW advised he had no prior knowledge how to determine how
much inventory would be required for a school with 1,300 students; Shellow
Dep. 51-52:22-5, April 30, 2015
h. SHELLOW advised a man by the name of Carlos Arra helped him select
the manufacturers for the clothing, and Carlos Arra use to work for
FRANKLIN; Shellow Dep. 55:1-19, April 30, 2015
i. SHELLOW admitted he knew there was a previous uniform vendor with
FRANKLIN; Shellow Dep. 79:18-24, April 30, 2015
60. After the taking of the deposition, it was clear that {UNIFORMS was incorporated
by ROGERS, DISCOVERY SCHOOLS, FRANKLIN, and SZNITKEN.
61. | ROGERS and SZNITKEN requested both confidential sales reports and a sample
of all types and sizes of uniforms that it sells to FRANKLIN’s students clearly to misappropriate
PLANET T’s confidential business information and trade secrets to use same to incorporate their
own uniform vendor business, and not in anticipation of a meeting to sign a written contract with
FRANKLIN.
62. Additionally, it was discovered that FRANKLIN took PLANET T’s work product
information, the contract, and used it for iUNIFORM’s contract. PLANET T paid an attorney to
prepare the contract, and it was only given to FRANKLIN to facilitate a written contract between
Page 10 of 35it in PLANET T. In fact, all email communication with PLANET T’s attomey and FRANKLIN
included language that the email contained confidential information that may be legally privileged.
63. Further proof of iUNIFORMS’ theft of PLANET T’s business can be easily seen
after review of both companies’ websites. PLANET T has had easy care wash instructions on its
website far before iUNIFORMS’ website ever existed. UNIFORMS’ website copied this exact
information, in the same order, with a few added words on their website. See Screenshots of
websites attached hereto as Exhibit “D”
64. | iUNIFORMS’ Articles of Incorporation gave a mailing address for the corporation
of PO Box 298724. This PO Box belongs to After School Connections, LLC, which is managed
and owned by Katia Enriquez. At the time iUNIFORMS’ was incorporated, Katia Enriquez, was
a friend, and possibly the girlfriend, of ROGERS. When SHELLOW was asked whether he knew
of After School Connections, he said he did not. He further stated he did not know who the owner
of After School Connections was; however, he does know who Katia is. He stated Katia is a friend
of ROGERS. Shellow Depo. 46-47:19-12, April 30, 2015 The fact that this address was listed on
the Articles of Incorporation of iUNIFORMS, an address to a company that SHELLOW did not
know of, is further proof of ROGERS’ involvement in incorporating i UNIFORMS. See Screenshot
from Sunbiz.org attached hereto as Exhibit “E”.
65. Due to Defendants’ actions, PLANET T has suffered damages.
66. Some counts below are pled in the alternative.
COUNTI
FRAUDULENT MISREPRESENTATION
(against FRANKLIN only)
Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 66 as if fully
set forth herein.
Page 11 of 3567. | ROGERS and SZNITKEN both made statements on behalf of FRANKLIN which
were later determined to be fraudulent statements.
68. Through almost all of 2011, FRANKLIN advised PLANET T it would execute a
written contract.
69. In December of 2011, Ms. Bernardo requested financial records in anticipation of
a meeting to execute a written contract between FRANKLIN and PLANET T.
70. Thereafter, ROGERS advised PLANET T that FRANKLIN would execute a
written contract with PLANET T and requested financial records for 2011 from PLANET T in
anticipation of a meeting to execute said contract.
71. On or about November 27, 2012, SZNITKEN advised PLANET T that it would
execute a written contract and requested financial records for 2012 in preparation of a meeting to
execute said contract.
72. Based upon the misrepresentations, PLANET T provided the financial information,
did not secure other schools and entered into the oral agreement for the 2012-2013 school year.
73. The aforementioned facts are material facts to the subject litigation.
74. | FRANKLIN knew these statements were false when made.
75. FRANKLIN made the false representations to fraudulently obtain proprietary
information from PLANET T so that FRANKLIN could incorporate a business identical to
PLANET T’s with the information received. They utilized the corporation to perpetrate a fraud.
76. | FRANKLIN made the representations intending that PLANET T would rely on
them and order specially made uniforms.
77. PLANET T relied on the misrepresentations to its detriment.
Page 12 of 3578. | FRANKLIN had no intention of performing when it made the fraudulent statements
or made the statements with the positive intention not to perform.
79. Based upon PLANET T’s reliance on the misrepresentations, it suffered damages.
WHEREFORE, Plaintiff, PLANET T UNIFORMS, INC., respectfully requests this
Honorable Court enter judgment for money damages against Defendant, FLORIDA CHARTER
FOUNDATION, INC. D/B/A FRANKLIN ACADEMY CHARTER SCHOOL, together with costs
and such other and further relief as the Court deems proper.
COUNT IT
FRAUDULENT MISREPRES!
(against ROGERS only)
Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 66 as if fully
set forth herein.
80. | ROGERS made statements on behalf of FRANKLIN which were later determined
to be fraudulent statements.
81. | Through almost all of 2011, ROGERS advised PLANET T it would execute a
written contract.
82. Thereafter, ROGERS advised PLANET T that FRANKLIN would execute a
written contract with PLANET T and requested financial records for 2011 from PLANET T in
anticipation of a meeting to execute said contract.
83. Based upon the misrepresentations, PLANET T provided the financial information,
did not secure other schools and entered into the oral agreement for the 2012-2013 school year.
84. The aforementioned facts are material facts to the subject litigation.
85. | ROGERS knew these statements were false when made.
Page 13 of 3586. ROGERS made the false representations to fraudulently obtain proprietary
information from PLANET T so that ROGERS could incorporate a business identical to PLANET
T’s with the information received. They utilized the corporation to perpetrate a fraud.
87. | ROGERS made the representations intending that PLANET T would rely on them
and order specially made uniforms.
88. | PLANET T relied on the misrepresentations to its detriment.
89. | ROGERS had no intention of performing when it made the fraudulent statements
or made the statements with the positive intention not to perform.
90. Based upon PLANET T’s reliance on the misrepresentations, it suffered damages.
WHEREFORE, Plaintiff, PLANET T UNIFORMS, INC., respectfully requests this
Honorable Court enter judgment for money damages against Defendant, JON THOMAS ROGERS,
together with costs and such other and further relief as the Court deems proper.
COUNT I
FRAUDULENT MISREPRESENTATION
(against SZNITKEN only)
Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 66 as if fully
set forth herein.
91. SZNITKEN made statements on behalf of FRANKLIN which were later
determined to be fraudulent statements.
92. On or about November 27, 2012, SZNITKEN advised PLANET T that it would
execute a written contract and requested financial records for 2012 in preparation of a meeting to
execute said contract.
Page 14 of 3593. Based upon the misrepresentations, PLANET T provided the financial information
and did not secure other schools.
94. The aforementioned facts are material facts to the subject litigation.
95. SZNITKEN knew these statements were false when made.
96. | SZNITKEN made the false representations to fraudulently obtain proprietary
information from PLANET T so that SZNITKEN could incorporate a business identical to
PLANET T’s with the information received. They utilized the corporation to perpetrate a fraud.
97. | SZNITKEN made the representations intending that PLANET T would rely on
them and order specially made uniforms.
98. | PLANET T relied on the misrepresentations to its detriment.
99. SZNITKEN had no intention of performing when it made the fraudulent statements
or made the statements with the positive intention not to perform.
100. Based upon PLANET T’s reliance on the misrepresentations, it suffered damages.
WHEREFORE, Plaintiff, PLANET T UNIFORMS, INC., respectfully requests this
Honorable Court enter judgment for money damages against Defendant, SCOTT SZNITKEN,
together with costs and such other and further relief as the Court deems proper.
COUNT IV
NEGLIGENT MISREPRESENTATION
(Against FRANKLIN only)
Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 66 as if fully set
forth herein.
101. ROGERS and SZNITKEN both made statements on behalf of FRANKLIN which
were later determined to be fraudulent statements.
Page 15 of 35102. Through almost all of 2011, FRANKLIN advised PLANET T it would execute a
written contract.
103. In December of 2011, Ms. Bernardo requested financial records in anticipation of
a meeting to execute a written contract between FRANKLIN and PLANET T.
104. Thereafter, ROGERS advised PLANET T that FRANKLIN would execute a
written contract with PLANET T and requested financial records for 2011 from PLANET T in
anticipation of a meeting to execute said contract.
105. On or about November 27, 2012, SZNITKEN advised PLANET T that it would
execute a written contract and requested financial records for 2012 in preparation of a meeting to
execute said contract.
106. Based upon the misrepresentations, PLANET T provided the financial information,
did not secure other schools and entered into the oral agreement for the 2012-2013 school year.
107. The aforementioned facts are material facts to the subject litigation
108. FRANKLIN was negligent in making these statements because it should have
known the statements were false.
109. FRANKLIN intended for PLANET T to rely on these statements so PLANET T
would order the specially made uniforms.
110. PLANET T justifiably relied on the false statements.
lil. PLANET T suffered damages as a result.
WHEREFORE, Plaintiff, PLANET T UNIFORMS, INC., respectfully requests this
Honorable Court enter judgment for money damages against Defendant, FLORIDA CHARTER
FOUNDATION, INC. D/B/A FRANKLIN ACADEMY CHARTER SCHOOL, together with costs
and such other and further relief as the Court deems proper.
Page 16 of 35COUNT V
BREACH OF ORAL CONTRACT
(Against FRANKLIN only)
Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 66 as if fully
set forth herein.
112. In March of 2012, FRANKLIN and PLANET T orally agreed that PLANET T
would order specially manufactured uniforms and FRANKLIN would require its students to order
uniforms exclusively from PLANET T.
113. In reliance on FRANKLIN’s promise, PLANET T ordered specially manufactured
uniforms for FRANKLIN.
114. On January 24, 2013, FRANKLIN advised PLANET T that the decision had been
made not to continue with PLANET T.
115. On or around February 2013, FRANKLIN materially breached the oral contract by
refusing to send its students to PLANET T for their school’s uniforms and for requesting PLANET
T seize selling any inventory of specifically manufactured uniforms as of March 31, 2013.
116. Based on FRANKLIN’s material breach, PLANET T suffered damages.
WHEREFORE, Plaintiff, PLANET T UNIFORMS, INC., respectfully requests this
Honorable Court enter judgment for money damages against Defendant, FLORIDA CHARTER
FOUNDATION, INC. D/B/A FRANKLIN ACADEMY CHARTER SCHOOL, together with costs
and such other and further relief as the Court deems proper.
COUNT VI
PROMISSORY ESTOPPEL
(Against FRANKLIN only)
Plaintiff re-alleges and re-incorporates by reference paragraphs | through 66 as if fully
set forth herein.
Page 17 of 35117. On many separate occasions, as explained supra, FRANKLIN agreed to enter into
a written contract with PLANET T.
118. FRANKLIN and PLANET T orally promised that PLANET T would order
specially manufactured uniforms and FRANKLIN would require its students to order uniforms
exclusively from PLANET T.
119. FRANKLIN knew or should have reasonably expected its promise to induce
PLANET T to order Franklin Academy Charter School custom made uniforms.
120. FRANKLIN’s promise induced PLANET T to order Franklin Academy Charter
School custom made uniforms.
121. Based on FRANKLIN’s promise, PLANET T suffered damages.
122. This count is pled in the alternative, thus, if legal remedies are not proper than
injustice can be avoided only be the enforcement of the promise.
WHEREFORE, Plaintiff, PLANET T UNIFORMS, INC., respectfully requests this
Honorable Court enter judgment for money damages against Defendant, FLORIDA CHARTER
FOUNDATION, INC. D/B/A FRANKLIN ACADEMY CHARTER SCHOOL, together with costs
and such other and further relief as the Court deems proper.
COUNT VII
TORTIOUS INTERFERENCE WITH CONTRACTUAL RELATIONSHIP
(Against iUNIFORMS only)
Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 66 as if fully
set forth herein.
123. In March of 2012, FRANKLIN and PLANET T orally agreed that PLANET T
would order specially manufactured uniforms and FRANKLIN would require its students to order
uniforms exclusively from PLANET T.
Page 18 of 35124. iUNIFORMS had knowledge of PLANET T’s business relationship with
FRANKLIN and knew PLANET T had legal rights.
125. iUNIFORMS intentionally and unjustifiably interfered with the business
relationship.
126. Due to iUNIFORMS’ interference, PLANET T suffered damages.
WHEREFORE, Plaintiff, PLANET T UNIFORMS, INC., respectfully requests this
Honorable Court enter judgment for money damages against Defendant, iUNIFORMS, INC.,
together with costs and such other and further relief as the Court deems proper.
COUNT VIII
TORTIOUS INTERFERENCE WITH ANTAGEOUS BUSINESS RELATIONSHIP
(Against iUNIFORMS only)
Plaintiff re-alleges and re-incorporates by reference paragraphs | through 66 as if fully
set forth herein.
127. In March of 2012, FRANKLIN and PLANET T orally agreed that PLANET T
would order specially manufactured uniforms and FRANKLIN would require its students to order
uniforms exclusively from PLANET T.
128. FRANKLIN and PLANET T had a business relationship. PLANET T supplied
specially manufactured uniforms and FRANKLIN was required to send its students to order
uniforms exclusively from PLANET T.
129, iUNIFORMS had knowledge of the business relationship and knew PLANET T
had legal rights.
130. iUNIFORMS intentionally and unjustifiably interfered with the business
relationship.
131. Due to iUNIFORMS’ interference, PLANET T suffered damages.
Page 19 of 35WHEREFORE, Plaintiff, PLANET T UNIFORMS, INC., respectfully requests this
Honorable Court enter judgment for money damages against Defendant, iUNIFORMS, INC.,
together with costs and such other and further relief as the Court deems proper.
COUNT IX
TORTIOUS INTERFERENCE WITH CONTRACTUAL RELATIONSHIP
(Against SHELLOW only)
Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 66 as if fully
set forth herein.
132. In March of 2012, FRANKLIN and PLANET T orally agreed that PLANET T
would order specially manufactured uniforms and FRANKLIN would require its students to order
uniforms exclusively from PLANET T.
133. SHELLOW had knowledge of PLANET T’s business relationship with
FRANKLIN and knew PLANET T had legal rights.
134. SHELLOW intentionally and unjustifiably interfered with the business
relationship.
135. At all times material to, ROGERS dominated and controlled iUNIFORMS and the
independent existence of the corporation was in fact non-existent and ROGERS was in fact the
alter ego of the corporation. iUNIFORMS was used fraudulently or for an improper purpose by
SHELLOW and the fraudulent or improper use of the corporation caused injury to PLANET T.
Additionally, many of SHELLOW’s acts were prior to iUNIFORMS being incorporated and made
in an individual capacity.
136. Due to SHELLOW’s interference, PLANET T suffered damages.
Page 20 of 35WHEREFORE, Plaintiff, PLANET T UNIFORMS, INC., respectfully requests this
Honorable Court enter judgment for money damages against Defendant, RICHARD SHELLOW,
together with costs and such other and further relief as the Court deems proper.
COUNT X
TORTIOUS INTERFERENCE WITH ADVANTAGEOUS BUSINESS RELATIONSHIP
(Against SHELLOW only)
Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 66 as if fully
set forth herein.
137. In March of 2012, FRANKLIN and PLANET T orally agreed that PLANET T
would order specially manufactured uniforms and FRANKLIN would require its students to order
uniforms exclusively from PLANET T.
138. FRANKLIN and PLANET T had a business relationship. PLANET T supplied
specially manufactured uniforms and FRANKLIN was required to send its students to order
uniforms exclusively from PLANET T.
139. _SHELLOW had knowledge of the business relationship and knew PLANET T had
legal rights.
140. SHELLOW intentionally and unjustifiably interfered with the business
relationship.
141. Atal times material to, ROGERS dominated and controlled i\UNIFORMS and the
independent existence of the corporation was in fact non-existent and ROGERS was in fact the
alter ego of the corporation. {UNIFORMS was used fraudulently or for an improper purpose by
SHELLOW and the fraudulent or improper use of the corporation caused injury to PLANET T.
Page 21 of 35Additionally, many of SHELLOW’s acts were prior to {UNIFORMS being incorporated and made
in an individual capacity.
142. Due to SHELLOW’s interference, PLANET T suffered damages.
WHEREFORE, Plaintiff, PLANET T UNIFORMS, INC., respectfully requests this
Honorable Court enter judgment for money damages against Defendant, RICHARD SHELLOW,
together with costs and such other and further relief as the Court deems proper.
COUNT XI
TORTIOUS INTERFERENCE WITH CONTRACTUAL RELATIONSHIP
(Against ROGERS only)
Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 66 as if fully
set forth herein.
143. In December of 2011, Ms. Bernardo requested financial records in anticipation of
a meeting to execute a written contract between FRANKLIN and PLANET T.
144. Thereafter, ROGERS advised PLANET T that FRANKLIN would execute a
written contract with PLANET T and requested financial records for 2011 from PLANET T in
anticipation of a meeting to execute said contract.
145. Based upon the misrepresentations, PLANET T provided the financial information,
did not secure other schools and entered into the oral agreement for the 2012-2013 school year.
146. In March of 2012, FRANKLIN and ROGERS orally agreed that PLANET T would
order specially manufactured uniforms and FRANKLIN would require its students to order
uniforms exclusively from PLANET T.
147. ROGERS had knowledge of PLANET T’s business relationship with FRANKLIN
and knew PLANET T had legal rights.
Page 22 of 35148. ROGERS intentionally and unjustifiably interfered with the business relationship
by colluding with SZNITKEN, SHELLOW, DISCOVERY SCHOOLS and iUNIFORMS in
obtaining financial information to create {UNIFORMS and by providing false or misleading
information to FRANKLIN causing FRANKLIN not to perform in order to hire iUNIFORMS.
149. Atall times material to, ROGERS dominated and controlled iUNIFORMS and the
independent existence of the corporation was in fact non-existent and ROGERS was in fact the
alter ego of the corporation. ROGERS used iUNIFORMS and FRANKLIN fraudulently or for an
improper purpose and the fraudulent or improper use of the corporation caused injury to PLANET
T. Additionally, many of ROGERS’ acts were prior to iUNIFORMS being incorporated and made
in an individual capacity.
150. ROGERS acted in his individual capacity during the aforementioned actions.
151. Due to ROGER’s interference, PLANET T suffered damages.
WHEREFORE, Plaintiff, PLANET T UNIFORMS, INC., respectfully requests this
Honorable Court enter judgment for money damages against Defendant, JON THOMAS ROGERS,
together with costs and such other and further relief as the Court deems proper.
COUNT XII
TORTIOUS INTERFERENCE WITH ADVANTAGEOUS BUSINESS RELATIONSHIP
(Against ROGERS only)
Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 66 as if fully
set forth herein.
152. In December of 2011, Ms. Bernardo requested financial records in anticipation of
a meeting to execute a written contract between FRANKLIN and PLANET T.
Page 23 of 35153. Thereafter, ROGERS advised PLANET T that FRANKLIN would execute a
written contract with PLANET T and requested financial records for 2011 from PLANET T in
anticipation of a meeting to execute said contract.
154. Based upon the misrepresentations, PLANET T provided the financial information,
did not secure other schools and entered into the oral agreement for the 2012-2013 school year.
155. FRANKLIN and PLANET T had a business relationship. PLANET T supplied
specially manufactured uniforms and FRANKLIN was required to send its students to order
uniforms exclusively from PLANET T.
156. ROGERS had knowledge of the business relationship and knew PLANET T had
legal rights.
157, ROGERS intentionally and unjustifiably interfered with the business relationship
by colluding with SZNITKEN, SHELLOW, DISCOVERY SCHOOLS and iUNIFORMS in
obtaining financial information to create {UNIFORMS and by providing false or misleading
information to FRANKLIN causing FRANKLIN not to perform in order to hire {UNIFORMS.
158. Atall times material to, ROGERS dominated and controlled {UNIFORMS and the
independent existence of the corporation was in fact non-existent and ROGERS was in fact the
alter ego of the corporation. ROGERS used iUNIFORMS and FRANKLIN fraudulently or for an
improper purpose and the fraudulent or improper use of the corporation caused injury to PLANET
T. Additionally, many of ROGERS’ acts were prior to iUNIFORMS being incorporated and made
in an individual capacity.
159. ROGERS acted in his individual capacity during the aforementioned actions.
160. Due to ROGERS’ interference, PLANET T suffered damages.
Page 24 of 35WHEREFORE, Plaintiff, PLANET T UNIFORMS, INC., respectfully requests this
Honorable Court enter judgment for money damages against Defendant, JON THOMAS ROGERS,
together with costs and such other and further relief as the Court deems proper.
COUNT XII
TORTIOUS INTERFERENCE WITH CONTRACTUAL RELATIONSHIP
(Against SZNITKEN only)
Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 66 as if fully
set forth herein.
161. On or about November 27, 2012, SZNITKEN advised PLANET T that it would
execute a written contract and requested financial records for 2012 in preparation of a meeting to
execute said contract.
162. In March of 2012, FRANKLIN and PLANET T orally agreed that PLANET T
would order specially manufactured uniforms and FRANKLIN would require its students to order
uniforms exclusively from PLANET T.
163. SZNITKEN had knowledge of PLANET T’s business relationship with
FRANKLIN and knew PLANET T had legal rights.
164. SZNITKEN intentionally and unjustifiably interfered with the business relationship
by colluding with ROGERS, SHELLOW, DISCOVERY SCHOOLS and iUNIFORMS in
obtaining financial information to create iUNIFORMS and by providing false or misleading
information to FRANKLIN causing FRANKLIN not to perform in order to hire i UNIFORMS.
165. At all times material to, SZNITKEN used FRANKLIN fraudulently or for an
improper purpose and the fraudulent or improper use of the corporation caused injury to PLANET
T.
Page 25 of 35166. SZNITKEN acted in his individual capacity during the aforementioned actions.
167. Due to SZNITKEN’s interference, PLANET T suffered damages.
WHEREFORE, Plaintiff, PLANET T UNIFORMS, INC., respectfully requests this
Honorable Court enter judgment for money damages against Defendant, SCOTT SZNITKEN,
together with costs and such other and further relief as the Court deems proper.
COUNT XIV
TORTIOUS INTERFERENCE WITH ADVANTAGEOUS BUSINESS RELATIONSHIP
(Against SZNITKEN only)
Plaintiff re-alleges and re-incorporates by reference paragraphs | through 66 as if fully
set forth herein.
168. In March of 2012, FRANKLIN and PLANET T orally agreed that PLANET T
would order specially manufactured uniforms and FRANKLIN would require its students to order
uniforms exclusively from PLANET T.
169. On or about November 27, 2012, SZNITKEN advised PLANET T that it would
execute a written contract and requested financial records for 2012 in preparation of a meeting to
execute said contract.
170. FRANKLIN and PLANET T had a business relationship. PLANET T supplied
specially manufactured uniforms and FRANKLIN was required to send its students to order
uniforms exclusively from PLANET T.
171. SZNITKEN had knowledge of the business relationship and knew PLANET T had
legal rights.
172. SZNITKEN intentionally and unjustifiably interfered with the business relationship
by colluding with ROGERS, SHELLOW, DISCOVERY SCHOOLS and iUNIFORMS in
Page 26 of 35obtaining financial information to create {UNIFORMS and by providing false or misleading
information to FRANKLIN causing FRANKLIN not to perform in order to hire iUNIFORMS.
173. At all times material to, SZNITKEN used FRANKLIN fraudulently or for an
improper purpose and the fraudulent or improper use of the corporation caused injury to PLANET
T.
174. ROGERS acted in his individual capacity during the aforementioned actions.
175. Due to SZNITKEN’s interference, PLANET T suffered damages.
WHEREFORE, Plaintiff, PLANET T UNIFORMS, INC., respectfully requests this
Honorable Court enter judgment for money damages against Defendant, SCOTT SZNITKEN,
together with costs and such other and further relief as the Court deems proper.
COUNT XV
TORTIOUS INTERFERENCE WITH CONTRACTUAL RELATIONSHIP
(Against DISCOVERY SCHOOLS only)
Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 66 as if fully
set forth herein.
176. In March of 2012, FRANKLIN and PLANET T orally agreed that PLANET T
would order specially manufactured uniforms and FRANKLIN would require its students to order
uniforms exclusively from PLANET T.
177. DISCOVERY SCHOOLS had knowledge of PLANET T’s business relationship
with FRANKLIN and knew PLANET T had legal rights through ROGERS, as CEO.
178. DISCOVERY SCHOOLS intentionally and unjustifiably interfered with the
business relationship by colluding with ROGERS, SHELLOW, DISCOVERY SCHOOLS and
iUNIFORMS in obtaining financial information to create {UNIFORMS as evidenced by their
creation of UNIFORMS’ website domain, causing FRANKLIN not to perform.
Page 27 of 35179. Due to DISCOVERY SCHOOLS’ interference, PLANET T suffered damages.
WHEREFORE, Plaintiff, PLANET T UNIFORMS, INC., respectfully requests this
Honorable Court enter judgment for money damages against Defendant, DISCOVERY SCHOOLS,
INC., together with costs and such other and further relief as the Court deems proper.
COUNT XVI
TORTIOUS INTERFERENCE WITH ADVANTAGEOUS BUSINESS RELATIONSHIP.
(Against DISCOVERY SCHOOLS only)
Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 66 as if fully
set forth herein.
180. In March of 2012, FRANKLIN and PLANET T orally agreed that PLANET T
would order specially manufactured uniforms and FRANKLIN would require its students to order
uniforms exclusively from PLANET T.
181. FRANKLIN and PLANET T had a business relationship. PLANET T supplied
specially manufactured uniforms and FRANKLIN was required to send its students to order
uniforms exclusively from PLANET T.
182. DISCOVERY SCHOOLS had knowledge of the business relationship and knew
PLANET T had legal rights.
183. DISCOVERY SCHOOLS intentionally and unjustifiably interfered with the
business relationship by colluding with ROGERS, SHELLOW, DISCOVERY SCHOOLS and
iUNIFORMS in obtaining financial information to create UNIFORMS as evidenced by their
creation of UNIFORMS’ website domain, causing FRANKLIN not to perform..
184. Due to DISCOVERY SCHOOLS?’ interference, PLANET T suffered damages.
Page 28 of 35WHEREFORE, Plaintiff, PLANET T UNIFORMS, INC., respectfully requests this
Honorable Court enter judgment for money damages against Defendant, DISCOVERY SCHOOLS,
INC., together with costs and such other and further relief as the Court deems proper.
COUNT XVII
MISAPPROPRIATION OF TRADE SECRETS
(Against ROGERS only)
Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 66 as if fully
set forth herein.
185. PLANET T has trade secrets in its proven business model, method and technique
of ordering inventory, pricing, and sales data.
186. ROGERS acquired trade secrets from PLANET T by improper means by
fraudulently advising PLANET T that FRANKLIN would meet with it to execute a written
contract after receipt of said documents..
187. PLANET T objected to providing these documents, however, once it did so, it
stated the documents were to remain confidential as they contained trade secret information.
188. The documents contain information that derives independent economic value,
actual or potential, from 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; and is
the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
189. By claiming the documents as confidential, PLANET T exempted the documents
from public record.
190. ROGERS misappropriated the trade secrets.
19]. Atall times material to, ROGERS dominated and controlled iUNIFORMS and the
independent existence of the corporation was in fact non-existent and ROGERS was in fact the
Page 29 of 35alter ego of the corporation. ROGERS used iUNIFORMS and FRANKLIN fraudulently or for an
improper purpose and the fraudulent or improper use of the corporation caused injury to PLANET
T. Additionally, many of ROGERS’ acts were prior to iUNIFORMS being incorporated and made
in an individual capacity.
192. Due to ROGERS’ misappropriation of the trade secrets, PLANET T suffered
damages.
WHEREFORE, Plaintiff, PLANET T UNIFORMS, INC., respectfully requests this
Honorable Court enter judgment for money damages against Defendant, JON THOMAS ROGERS,
together with costs and such other and further relief as the Court deems proper.
COUNT XVII
MISAPPROPRIATION OF TRADE SECRETS
(Against SZNITKEN only)
Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 66 as if fully
set forth herein,
193. PI.ANET T has trade secrets in its proven business model, method and technique
of ordering inventory, pricing, and sales data.
194. SZNITKEN acquired trade secrets from PLANET T by improper means by
fraudulently advising PLANET T that FRANKLIN would meet with it to execute a written
contract after receipt of said documents.
195. PLANET T objected to providing these documents; however, once it did so, it
stated the documents were to remain confidential as they contained trade secret information.
196. The documents contain information that derives independent economic value,
actual or potential, from not being generally known to, and not being readily ascertainable by
Page 30 of 35proper means by, other persons who can obtain economic value from its disclosure or use; and is
the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
197, By claiming the documents as confidential, PLANET T exempted the documents
from public record.
198. SZNITKEN misappropriated the trade secrets.
199. At all times material to, SZNITKEN used FRANKLIN fraudulently or for an
improper purpose and the fraudulent or improper use of the corporation caused injury to PLANET
T. Additionally, many of SENITKEN’s acts were made in an individual capacity.
200. Due to SZNITKEN’s misappropriation of the trade secrets, PLANET T suffered
damages.
WHEREFORE, Plaintiff, PLANET T UNIFORMS, INC., respectfully requests this
Honorable Court enter judgment for money damages against Defendant, SCOTT SZNITKEN,
together with costs and such other and further relief as the Court deems proper.
COUNT XIX
MISAPPROPRIATION OF TRADE SECRETS
(Against SHELLOW only)
Plaintiff re-alleges and re-incorporates by reference paragraphs | through 66 as if fully
set forth herein.
201. PLANET T has trade secrets in its proven business model, method and technique
of ordering inventory, pricing, and sales data.
202. The trade secrets from PLANET T were acquired by improper means through
ROGERS and SZNITKEN when they mispresented to PLANET that it would meet with PLANET
to execute a contract after receipt of said documents.
Page 31 of 35203. SHELLOW knew or should have known the trade secrets were acquired by
improper means through his relationship with ROGERS and his admittance that he worked with
ROGERS in the creation of iUNIFORMS.
204. .SHELLOW misappropriated the trade secrets.
205. Due to SHELLOW’s misappropriation of the trade secrets, PLANET T suffered
damages.
WHEREFORE, Plaintiff, PLANET T UNIFORMS, INC., respectfully requests this
Honorable Court enter judgment for money damages against Defendant, RICHARD SHELLOW,
together with costs and such other and further relief as the Court deems proper.
COUNT XX
MISAPPROPRIATION OF TRADE SECRETS
(Against UNIFORMS only)
Plaintiff re-alleges and re-incorporates by reference paragraphs | through 66 as if fully.
set forth herein.
206. PLANET T has trade secrets in its proven business model, method and technique
of ordering inventory, pricing, and sales data.
207. The trade sccrets from PLANET T were acquired by improper means through
ROGERS and SZNITKEN when they mispresented to PLANET that it would meet with PLANET
to execute a contract after receipt of said documents.
208. iUNIFORMS knew or should have known the trade secrets were acquired by
improper means as ROGERS dominated and controlled iUNIFORMS, and fully funded
iUNIFORMS.
209. iUNIFORMS misappropriated the trade secrets.
Page 32 of 35210. Due to iUNIFORMS' misappropriation of the trade secrets, PLANET T suffered
damages.
WHEREFORE, Plaintiff, PLANET T UNIFORMS, INC., respectfully requests this
Honorable Court enter judgment for money damages against Defendant, iUNIFORMS, INC.,
together with costs and such other and further relief as the Court deems proper.
COUNT XXI
MISAPPROPRIATION OF TRADE SECRETS
(Against DISCOVERY SCHOOLS only)
Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 66 as if fully
set forth herein.
211, PLANET T has trade secrets in its proven business model, method and technique
of ordering inventory, pricing, and sales data.
212. The trade secrets from PLANET T were acquired by improper means through
ROGERS and SZNITKEN when they mispresented to PLANET that it would meet with PLANET
T to execute a contract after receipt of said documents..
213, DISCOVERY SCHOOLS knew or should have known the trade sccrets were
acquired by improper means as ROGERS was the CEO of DISCOVERY SCHOOLS at all times
material hereto.
214. DISCOVERY SCHOOLS misappropriated the trade secrets.
215. Due to DISCOVERY SCHOOLS’ misappropriation of the trade secrets, PLANET
T suffered damages.
WHEREFORE, Plaintiff, PLANET T UNIFORMS, INC., respectfully requests this
Honorable Court enter judgment for money damages against Defendant, DISCOVERY SCHOOLS,
INC., together with costs and such other and further relief as the Court deems proper.
Page 33 of 35COUNT XXII
MISAPPROPRIATION OF TRADE SECRETS
(Against FRANKLIN only)
Plaintiff re-alleges and re-incorporates by reference paragraphs | through 66 as if fully
set forth herein.
216. PLANET T has trade secrets in its proven business model, method and technique
of ordering inventory, pricing, and sales data.
217. The trade secrets from PLANET T were acquired by improper means through
ROGERS and SZNITKEN when they mispresented to PLANET that it would meet with P
Preview
Filing # 53544723 E-Filed 03/09/2017 10:51:57 PM IN THE CIRCUIT COURT OF THE 1774 JUDICIAL CIRCUIT IN AND FOR BROWARD COUNTY FLORIDA CASE NO.: CACE-14-001087(04) PLANET T UNIFORMS, INC., Plaintiff, v. FLORIDA CHARTER FOUNDATION, INC. D/B/A FRANKLIN ACADEMY CHARTER SCHOOL, DISCOVERY SCHOOLS, _INC., iUNIFORMS, INC., RICHARD SHELLOW, JON THOMAS ROGERS, AND SCOTT SZNITKEN, Defendants. / SECOND AMENDED COMPLAINT Plaintiff, PLANET T UNIFORMS, INC., by and through undersigned counsel, hereby files this Second Amended Complaint against FLORIDA CHARTER FOUNDATION, INC. D/B/A FRANKLIN ACADEMY CHARTER SCHOOL, DISCOVERY SCHOOLS, INC., RICHARD SHELLOW, JON THOMAS ROGERS, and SCOTT SZNITKEN, and in support thereof states as follows: PARTIES, JURISDICTION, AND VENUE 1. This action seeks damages against FRANKLIN, which exceeds $15,000.00, exclusive of interest, attorneys’ fees and costs. 2. PLANET T UNIFORMS, (“PLANET T”), is a Florida corporation, which sells primarily school uniforms and maintains its principal place of business in Pembroke Pines, Florida. 3, FLORIDA CHARTER FOUNDATION, INC. D/B/A FRANKLIN ACADEMY CHARTER SCHOOL, (“FRANKLIN”), is a Florida corporation that maintains its principal place of business in Sarasota, Florida. Page 1 of 35 *** FILED: BROWARD COUNTY, FL BRENDA D. FORMAN, CLERK 3/9/2017 10:51:57 PM.****4, DISCOVERY SCHOOLS, INC. (“DISCOVERY SCHOOLS”) is a Florida corporation that maintains its principal place of business in Fort Lauderdale, Broward County, Florida. 5. iUNIFORMS, INC. (“iUNIFORMS”) is a Florida corporation that maintains its principal place of business in Dania Beach, Broward County, Florida. 6. RICHARD SHELLOW (“SHELLOW”) resides in Miami-Dade County, Florida and is otherwise sui juris. 7. JON THOMAS ROGERS (“ROGERS”) resides in Broward County, Florida and is otherwise sui juris. 8. SCOTT SZNITKEN (“SZNITKEN”) resides in Broward County, Florida and is otherwise sui juris. 9. Venue is appropriate Broward County, Florida, pursuant to §47.011, Fla. Stat. because the causes of action accrued in Broward County, Florida. 10. All conditions precedent to filing this lawsuit have been performed, waived, or satisfied. GENERAL ALLEGATIONS 11. PLANET T is a corporation which sells primarily school uniforms. 12. FRANKLIN is a private charter school located in Broward County, Florida. 13. DISCOVERY SCHOOLS is the management company of FRANKLIN. 14. iUNIFORMS is a corporation which sells school uniforms. 15, | ROGERS is the CEO of DISCOVERY SCHOOLS and agent of FRANKLIN. 16. SZNITKEN is the Director of the Florida Charter Foundation, Inc., which is doing business as FRANKLIN. Page 2 of 3517. In November of 2010, PLANET T was approached by Ivy Bernardo, Assistant Principal to FRANKLIN, to create a logo in both print and embroidery for student uniforms and make samples for FRANKLIN. 18. Onbehalf of FRANKLIN, Ms. Bernardo advised PLANET T that she was deciding which uniform vendor to use for the Pembroke Pines campus for the 2011-2012 school year, as well as, for several future schools in the area. 19. In direct response to FRANKLIN’s request, PLANET T developed a collection of uniform items exclusively for FRANKLIN’s schools that included items from the existing collection, as well as, items specially manufactured for FRANKLIN. 20. PLANET T drafted a proposal for the 2011-2012 school year based on the scope of requirements discussed with Ms. Bernardo. 21, ‘In March of 2011, Ms. Bernardo confirmed that FRANKLIN’s Board of Directors had approved PLANET T’s proposal to act as its exclusive uniform vendor for the 2011-2012 school year. 22, Although the Board of Directors of FRANKLIN and PLANET T had only agreed for Planet T to provide uniform services for one (1) school year; Planet T wanted to execute a written contract for a term to exceed one school year. 23. In April of 2011, PLANET T submitted a draft contract for execution by FRANKLIN and PLANET T. See Unexecuted Contract between Planet T and Franklin attached as Exhibit “A”. 24. In April of 2011, ROGERS responded to PLANET T with markups on the proposed contract. Page 3 of 3525. Subsequently, PLANET T attempted numerous times to meet with FRANKLIN to go over the markups and have the contract executed. 26. The meeting with PLANET T and FRANKLIN was delayed by FRANKLIN until late May of 2011. 27. At the meeting in May of 2011, FRANKLIN refused to execute the contract submitted by PLANET T. 28. | ROGERS orally'agreed that if PLANET T would be the exclusive vendor of FRANKLIN and if performed as promised, a written contract with an extended term would be immediately executed following the 2011-2012 season. 29. In the fall of 2011, PLANET T repeatedly attempted to secure a meeting with FRANKLIN’s representatives to arrange a meeting regarding their relationship and the 2012-2013 school season. PLANET T advised FRANKLIN that around the fall was when PLANET T could secure the best cost and quality for uniforms, 30. Prior to a meeting, Ms. Bernardo and ROGERS demanded privileged sales and margin information from PLANET T under the pretense of evaluation in preparation of a meeting to execute a written contract. 31. | PLANET T provided the requested information with the understanding that it would bring forth a meeting with FRANKLIN to execute a contract. 32. | PLANET T advised FRANKLIN that the records provided to FRANKLIN were to be kept confidential as they contained trade secret information. 33. On or about January 12, 2012, PLANET T requested yet again another meeting with FRANKLIN. Page 4 of 3534. Onor about January 20, 2012, ROGERS advised PLANET T that FRANKLIN had. elected to reissue a call for proposals for the upcoming 2012-2013 school year. 35. In March of 2012, Ms. Bernardo contacted PLANET T and requested a meeting and for PLANET T to again act as the exclusive uniform vendor to the 1,300 Franklin Academy students for the 2012-2013 school year. 36. Due to the late notice, PLANET T had to buy the specialized goods late and pay more for expedited production and freight. 37. Ms. Bernardo committed to a meeting in September 2012 in order to secure a written contract with PLANET T. However, no meeting ever occurred in September 2012. 38. In late September or early October 2012, SZNITKEN, contacted PLANET T on behalf of FRANKLIN and requested a visit to PLANET T’s store with Ms. Bernardo. 39. SZNITKEN introduced himself to PLANET T’s representatives as the new Director of the Florida Charter Foundation, Inc. and stated he was responsible to review and discuss the parties’ ongoing relationship. 40. | SZNITKEN also advised that 2 meeting to “iron out” details of the parties’ plans going forward would soon be arranged. 41. On or about November 2, 2012, PLANET T emailed SZNITKEN advising it was finalizing its commitments for the 2013-2014 school season, and in order to stay competitive in price and programs, without any compromise to quality, they commit well in advance to their factories. PLANET T requested a meeting to discuss their ongoing business relationship. 42. On or about November 27, 2012, SZNITKEN requested sales information in preparation of a meeting to execute a contract, Page 5 of 3543. | PLANET T provided this information based upon PLANET T’s representations and advised FRANKLIN it was to be kept confidential. 44. Once again the meeting was delayed. On January 21, 2013, just three days before the meeting was finally scheduled, SZNITKEN requested a full list of all styles, sizes, and colors of items that PLANET T provides for FRANKLIN. 45. | PLANET T provided the requested uniforms, despite the late request for same. 46. Upon arrival to the meeting on January 24, 2013, FRANKLIN advised PLANET T that the decision had been made not to continue with PLANET T. 47. It was later learned that SZNITKEN and ROGERS clearly intended to fraudulently obtain proprietary information from PLANET T. 48. The decision to not renew its oral contract or to enter into a written contract was due to the direct actions of SZNITKEN and ROGERS, so they could have FRANKLIN hire iUNIFORMS, which SZNITKEN and ROGERS modeled off the exact business model they contrived from PLANET T. 49, PLANET T’s full list of all styles, sizes, and colors of items, as well as, their sales and margin information were trade secret information and a proven business model. 50. On more than one occasion, FRANKLIN’s representatives promised that if PLANET T performed well, it would sign a contract with PLANET T. PLANET T did in fact perform well as evidenced by its results for FRANKLIN and received praise from parents during the past two (2) school years. Conversely, FRANKLIN’s promises were nothing more than a mere subterfuge to obtain proprietary information from PLANET T so that said information could be used to incorporate its own uniform vendor company. Page 6 of 3551. Based upon the representations made by FRANKLIN, PLANET T ordered inventory specifically allotted to FRANKLIN that was valued at over $100,000.00. 52. On or about January 24, 2013, FRANKLIN advised PLANET T that the decision had been made not to continue with PLANET T. 53. | Onor around February 2013, FRANKLIN refused to send its students to PLANET T for their school’s uniforms. 54. However, without any warning, and after PLANET T provided FRANKLIN with both confidential sales reports and a sample of all types and sizes of uniforms that it sells to FRANKLIN’s students, FRANKLIN informed PLANET T that not only would it not receive a contract, PLANET T would no longer be able to sell the FRANKLIN specially manufactured uniforms it currently has in inventory after March 31, 2013. Further, in the correspondence from FRANKLIN, it stated it would not guarantee a purchase up to slightly more than $25,000 worth of inventory. See February 25, 2013 letter attached hereto as Exhibit “B”. 55. As stated above, PLANET T ordered specially manufactured uniforms for FRANKLIN based upon FRANKLIN, ROGERS, and SZNITKEN’s representations; therefore, PLANET T turned down other business opportunities in order to adequately provide services to FRANKLIN and thus suffered damages. 56. | FRANKLIN subsequently hired iUNIFORMS in place of PLANET T. 57, Since the retention of {UNIFORMS by FRANKLIN, numerous parents have complained about the lack of quality of the clothing and customer service provided by iUNIFORMS. 58. In an attempt to mitigate {UNIFORMS’ poor performance and failures as a provider of school uniforms, on August 12, 2013, Dr. David L. Thomas, Chairman of the Board of Directors Page 7 of 35for FRANKLIN, sent a correspondence to all of the parents of the students at FRANKLIN apologizing for i'UNIFORMS’ poor performance. In said correspondence, Dr. Thomas stated that FRANKLIN “heard many of the same concerns” about PLANET T as it heard about {UNIFORMS’ performance or lack thereof. Dr. Thomas’s comments were defamatory and intended to malign PLANET T with the hope that it would dull iUNIFORMS’ poor performance. 59. Subsequent to the filing of this lawsuit, PLANET T deposed SHELLOW, owner of iUNIFORMS, on April 30, 2015, and it was discovered that SHELLOW is merely a pawn, and ROGERS and DISCOVERY SCHOOLS had iUNIFORMS incorporated to be the sole uniform vendor for FRANKLIN. See the following facts gathered from SHELLOW’s deposition that support such allegation: See Shellow Dep. Attached hereto as Exhibit “C”. a. SHELLOW has known ROGERS and SZNTKEN for approximately twenty (20) years; Shellow Dep, 21:25; 28:3-7, April 30, 2015 b. Prior to the formation of i\UNIFORMS, SHELLOW had no knowledge of the garment industry; SHELLOW leamed of the business opportunity to start a uniform vendor business through discussions with ROGERS; Shellow Dep. 78:6-11, April 30, 2015 c. SHELLOW admitted that he does not know: the type of entity {UNIFORMS is (LLC, Inc., etc.), its classification under the IRS designation, iUNIFORMS’ employees’ last names, who the registered agent of iUNIFORMS is, or if iUNIFORMS has a credit card or checkbook to pay expenses, orders, etc., Shellow Dep. 8:4-5; 88:5-8; 43-44: 4-19; 44:22-24, April 30, 2015 Page 8 of 35d. iUNIFORMS was funded entirely by ROGERS or DISCOVERY SCHOOLS; SHELLOW was unsure whether ROGERS personally funded iUNIFORMS or whether he funded it through his company, DISCOVERY SCHOOLS. No one else ever invested money with iUNIFORMS; SHELLOW states the funding was a loan and that ROGERS or DISCOVERY SCHOOLS had loaned {UNIFORMS around $100,000.00 as of April 30, 2015; SHELLOW stated there was not written contract with ROGERS or DISCOVERY SCHOOLS, there is no interest rate with the loan, and that whenever ROGERS requests to be repaid, iUNIFORMS has to repay him immediately upon request; Shellow Dep. 73-75:20-2; 87:20- 25; 74:1-6; 73:9-12; 75:6-20, April 30, 2015 SHELLOW admits DISCOVERY SCHOOLS originally registered iUNIFORMS’ website domain; doesn’t know who developed iUNIFORMS’ website; doesn’t know what schools are listed on iUNIFORMS’ website, admits that the actual owner of iUNIFORMS’ website domain is blocked from the public by Perfect Privacy, LLC; doesn’t know who the actual owner of the website domain is currently; never signed any document transferring ownership of iUniforms.com from DISCOVERY SCHOOLS to iUNIFORMS; and does not have login credentials to login and change the domain information on Network Solutions, the domain company; Shellow Dep. 33-34:17-21, 37:5-12, 40: 11-17, 41:7-9, 41:10-23, 41-42:24-8, April 30, 2015 Page 9 of 35f. SHELLOW advised SZNITKEN prepared the contract between iUNIFORMS and FRANKLIN, which is almost identical to the contract PLANET T prepared for its contract with FRANKLIN; Shellow Dep. 49- 50:25-10, April 30, 2015 g. SHELLOW advised he had no prior knowledge how to determine how much inventory would be required for a school with 1,300 students; Shellow Dep. 51-52:22-5, April 30, 2015 h. SHELLOW advised a man by the name of Carlos Arra helped him select the manufacturers for the clothing, and Carlos Arra use to work for FRANKLIN; Shellow Dep. 55:1-19, April 30, 2015 i. SHELLOW admitted he knew there was a previous uniform vendor with FRANKLIN; Shellow Dep. 79:18-24, April 30, 2015 60. After the taking of the deposition, it was clear that {UNIFORMS was incorporated by ROGERS, DISCOVERY SCHOOLS, FRANKLIN, and SZNITKEN. 61. | ROGERS and SZNITKEN requested both confidential sales reports and a sample of all types and sizes of uniforms that it sells to FRANKLIN’s students clearly to misappropriate PLANET T’s confidential business information and trade secrets to use same to incorporate their own uniform vendor business, and not in anticipation of a meeting to sign a written contract with FRANKLIN. 62. Additionally, it was discovered that FRANKLIN took PLANET T’s work product information, the contract, and used it for iUNIFORM’s contract. PLANET T paid an attorney to prepare the contract, and it was only given to FRANKLIN to facilitate a written contract between Page 10 of 35it in PLANET T. In fact, all email communication with PLANET T’s attomey and FRANKLIN included language that the email contained confidential information that may be legally privileged. 63. Further proof of iUNIFORMS’ theft of PLANET T’s business can be easily seen after review of both companies’ websites. PLANET T has had easy care wash instructions on its website far before iUNIFORMS’ website ever existed. UNIFORMS’ website copied this exact information, in the same order, with a few added words on their website. See Screenshots of websites attached hereto as Exhibit “D” 64. | iUNIFORMS’ Articles of Incorporation gave a mailing address for the corporation of PO Box 298724. This PO Box belongs to After School Connections, LLC, which is managed and owned by Katia Enriquez. At the time iUNIFORMS’ was incorporated, Katia Enriquez, was a friend, and possibly the girlfriend, of ROGERS. When SHELLOW was asked whether he knew of After School Connections, he said he did not. He further stated he did not know who the owner of After School Connections was; however, he does know who Katia is. He stated Katia is a friend of ROGERS. Shellow Depo. 46-47:19-12, April 30, 2015 The fact that this address was listed on the Articles of Incorporation of iUNIFORMS, an address to a company that SHELLOW did not know of, is further proof of ROGERS’ involvement in incorporating i UNIFORMS. See Screenshot from Sunbiz.org attached hereto as Exhibit “E”. 65. Due to Defendants’ actions, PLANET T has suffered damages. 66. Some counts below are pled in the alternative. COUNTI FRAUDULENT MISREPRESENTATION (against FRANKLIN only) Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 66 as if fully set forth herein. Page 11 of 3567. | ROGERS and SZNITKEN both made statements on behalf of FRANKLIN which were later determined to be fraudulent statements. 68. Through almost all of 2011, FRANKLIN advised PLANET T it would execute a written contract. 69. In December of 2011, Ms. Bernardo requested financial records in anticipation of a meeting to execute a written contract between FRANKLIN and PLANET T. 70. Thereafter, ROGERS advised PLANET T that FRANKLIN would execute a written contract with PLANET T and requested financial records for 2011 from PLANET T in anticipation of a meeting to execute said contract. 71. On or about November 27, 2012, SZNITKEN advised PLANET T that it would execute a written contract and requested financial records for 2012 in preparation of a meeting to execute said contract. 72. Based upon the misrepresentations, PLANET T provided the financial information, did not secure other schools and entered into the oral agreement for the 2012-2013 school year. 73. The aforementioned facts are material facts to the subject litigation. 74. | FRANKLIN knew these statements were false when made. 75. FRANKLIN made the false representations to fraudulently obtain proprietary information from PLANET T so that FRANKLIN could incorporate a business identical to PLANET T’s with the information received. They utilized the corporation to perpetrate a fraud. 76. | FRANKLIN made the representations intending that PLANET T would rely on them and order specially made uniforms. 77. PLANET T relied on the misrepresentations to its detriment. Page 12 of 3578. | FRANKLIN had no intention of performing when it made the fraudulent statements or made the statements with the positive intention not to perform. 79. Based upon PLANET T’s reliance on the misrepresentations, it suffered damages. WHEREFORE, Plaintiff, PLANET T UNIFORMS, INC., respectfully requests this Honorable Court enter judgment for money damages against Defendant, FLORIDA CHARTER FOUNDATION, INC. D/B/A FRANKLIN ACADEMY CHARTER SCHOOL, together with costs and such other and further relief as the Court deems proper. COUNT IT FRAUDULENT MISREPRES! (against ROGERS only) Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 66 as if fully set forth herein. 80. | ROGERS made statements on behalf of FRANKLIN which were later determined to be fraudulent statements. 81. | Through almost all of 2011, ROGERS advised PLANET T it would execute a written contract. 82. Thereafter, ROGERS advised PLANET T that FRANKLIN would execute a written contract with PLANET T and requested financial records for 2011 from PLANET T in anticipation of a meeting to execute said contract. 83. Based upon the misrepresentations, PLANET T provided the financial information, did not secure other schools and entered into the oral agreement for the 2012-2013 school year. 84. The aforementioned facts are material facts to the subject litigation. 85. | ROGERS knew these statements were false when made. Page 13 of 3586. ROGERS made the false representations to fraudulently obtain proprietary information from PLANET T so that ROGERS could incorporate a business identical to PLANET T’s with the information received. They utilized the corporation to perpetrate a fraud. 87. | ROGERS made the representations intending that PLANET T would rely on them and order specially made uniforms. 88. | PLANET T relied on the misrepresentations to its detriment. 89. | ROGERS had no intention of performing when it made the fraudulent statements or made the statements with the positive intention not to perform. 90. Based upon PLANET T’s reliance on the misrepresentations, it suffered damages. WHEREFORE, Plaintiff, PLANET T UNIFORMS, INC., respectfully requests this Honorable Court enter judgment for money damages against Defendant, JON THOMAS ROGERS, together with costs and such other and further relief as the Court deems proper. COUNT I FRAUDULENT MISREPRESENTATION (against SZNITKEN only) Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 66 as if fully set forth herein. 91. SZNITKEN made statements on behalf of FRANKLIN which were later determined to be fraudulent statements. 92. On or about November 27, 2012, SZNITKEN advised PLANET T that it would execute a written contract and requested financial records for 2012 in preparation of a meeting to execute said contract. Page 14 of 3593. Based upon the misrepresentations, PLANET T provided the financial information and did not secure other schools. 94. The aforementioned facts are material facts to the subject litigation. 95. SZNITKEN knew these statements were false when made. 96. | SZNITKEN made the false representations to fraudulently obtain proprietary information from PLANET T so that SZNITKEN could incorporate a business identical to PLANET T’s with the information received. They utilized the corporation to perpetrate a fraud. 97. | SZNITKEN made the representations intending that PLANET T would rely on them and order specially made uniforms. 98. | PLANET T relied on the misrepresentations to its detriment. 99. SZNITKEN had no intention of performing when it made the fraudulent statements or made the statements with the positive intention not to perform. 100. Based upon PLANET T’s reliance on the misrepresentations, it suffered damages. WHEREFORE, Plaintiff, PLANET T UNIFORMS, INC., respectfully requests this Honorable Court enter judgment for money damages against Defendant, SCOTT SZNITKEN, together with costs and such other and further relief as the Court deems proper. COUNT IV NEGLIGENT MISREPRESENTATION (Against FRANKLIN only) Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 66 as if fully set forth herein. 101. ROGERS and SZNITKEN both made statements on behalf of FRANKLIN which were later determined to be fraudulent statements. Page 15 of 35102. Through almost all of 2011, FRANKLIN advised PLANET T it would execute a written contract. 103. In December of 2011, Ms. Bernardo requested financial records in anticipation of a meeting to execute a written contract between FRANKLIN and PLANET T. 104. Thereafter, ROGERS advised PLANET T that FRANKLIN would execute a written contract with PLANET T and requested financial records for 2011 from PLANET T in anticipation of a meeting to execute said contract. 105. On or about November 27, 2012, SZNITKEN advised PLANET T that it would execute a written contract and requested financial records for 2012 in preparation of a meeting to execute said contract. 106. Based upon the misrepresentations, PLANET T provided the financial information, did not secure other schools and entered into the oral agreement for the 2012-2013 school year. 107. The aforementioned facts are material facts to the subject litigation 108. FRANKLIN was negligent in making these statements because it should have known the statements were false. 109. FRANKLIN intended for PLANET T to rely on these statements so PLANET T would order the specially made uniforms. 110. PLANET T justifiably relied on the false statements. lil. PLANET T suffered damages as a result. WHEREFORE, Plaintiff, PLANET T UNIFORMS, INC., respectfully requests this Honorable Court enter judgment for money damages against Defendant, FLORIDA CHARTER FOUNDATION, INC. D/B/A FRANKLIN ACADEMY CHARTER SCHOOL, together with costs and such other and further relief as the Court deems proper. Page 16 of 35COUNT V BREACH OF ORAL CONTRACT (Against FRANKLIN only) Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 66 as if fully set forth herein. 112. In March of 2012, FRANKLIN and PLANET T orally agreed that PLANET T would order specially manufactured uniforms and FRANKLIN would require its students to order uniforms exclusively from PLANET T. 113. In reliance on FRANKLIN’s promise, PLANET T ordered specially manufactured uniforms for FRANKLIN. 114. On January 24, 2013, FRANKLIN advised PLANET T that the decision had been made not to continue with PLANET T. 115. On or around February 2013, FRANKLIN materially breached the oral contract by refusing to send its students to PLANET T for their school’s uniforms and for requesting PLANET T seize selling any inventory of specifically manufactured uniforms as of March 31, 2013. 116. Based on FRANKLIN’s material breach, PLANET T suffered damages. WHEREFORE, Plaintiff, PLANET T UNIFORMS, INC., respectfully requests this Honorable Court enter judgment for money damages against Defendant, FLORIDA CHARTER FOUNDATION, INC. D/B/A FRANKLIN ACADEMY CHARTER SCHOOL, together with costs and such other and further relief as the Court deems proper. COUNT VI PROMISSORY ESTOPPEL (Against FRANKLIN only) Plaintiff re-alleges and re-incorporates by reference paragraphs | through 66 as if fully set forth herein. Page 17 of 35117. On many separate occasions, as explained supra, FRANKLIN agreed to enter into a written contract with PLANET T. 118. FRANKLIN and PLANET T orally promised that PLANET T would order specially manufactured uniforms and FRANKLIN would require its students to order uniforms exclusively from PLANET T. 119. FRANKLIN knew or should have reasonably expected its promise to induce PLANET T to order Franklin Academy Charter School custom made uniforms. 120. FRANKLIN’s promise induced PLANET T to order Franklin Academy Charter School custom made uniforms. 121. Based on FRANKLIN’s promise, PLANET T suffered damages. 122. This count is pled in the alternative, thus, if legal remedies are not proper than injustice can be avoided only be the enforcement of the promise. WHEREFORE, Plaintiff, PLANET T UNIFORMS, INC., respectfully requests this Honorable Court enter judgment for money damages against Defendant, FLORIDA CHARTER FOUNDATION, INC. D/B/A FRANKLIN ACADEMY CHARTER SCHOOL, together with costs and such other and further relief as the Court deems proper. COUNT VII TORTIOUS INTERFERENCE WITH CONTRACTUAL RELATIONSHIP (Against iUNIFORMS only) Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 66 as if fully set forth herein. 123. In March of 2012, FRANKLIN and PLANET T orally agreed that PLANET T would order specially manufactured uniforms and FRANKLIN would require its students to order uniforms exclusively from PLANET T. Page 18 of 35124. iUNIFORMS had knowledge of PLANET T’s business relationship with FRANKLIN and knew PLANET T had legal rights. 125. iUNIFORMS intentionally and unjustifiably interfered with the business relationship. 126. Due to iUNIFORMS’ interference, PLANET T suffered damages. WHEREFORE, Plaintiff, PLANET T UNIFORMS, INC., respectfully requests this Honorable Court enter judgment for money damages against Defendant, iUNIFORMS, INC., together with costs and such other and further relief as the Court deems proper. COUNT VIII TORTIOUS INTERFERENCE WITH ANTAGEOUS BUSINESS RELATIONSHIP (Against iUNIFORMS only) Plaintiff re-alleges and re-incorporates by reference paragraphs | through 66 as if fully set forth herein. 127. In March of 2012, FRANKLIN and PLANET T orally agreed that PLANET T would order specially manufactured uniforms and FRANKLIN would require its students to order uniforms exclusively from PLANET T. 128. FRANKLIN and PLANET T had a business relationship. PLANET T supplied specially manufactured uniforms and FRANKLIN was required to send its students to order uniforms exclusively from PLANET T. 129, iUNIFORMS had knowledge of the business relationship and knew PLANET T had legal rights. 130. iUNIFORMS intentionally and unjustifiably interfered with the business relationship. 131. Due to iUNIFORMS’ interference, PLANET T suffered damages. Page 19 of 35WHEREFORE, Plaintiff, PLANET T UNIFORMS, INC., respectfully requests this Honorable Court enter judgment for money damages against Defendant, iUNIFORMS, INC., together with costs and such other and further relief as the Court deems proper. COUNT IX TORTIOUS INTERFERENCE WITH CONTRACTUAL RELATIONSHIP (Against SHELLOW only) Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 66 as if fully set forth herein. 132. In March of 2012, FRANKLIN and PLANET T orally agreed that PLANET T would order specially manufactured uniforms and FRANKLIN would require its students to order uniforms exclusively from PLANET T. 133. SHELLOW had knowledge of PLANET T’s business relationship with FRANKLIN and knew PLANET T had legal rights. 134. SHELLOW intentionally and unjustifiably interfered with the business relationship. 135. At all times material to, ROGERS dominated and controlled iUNIFORMS and the independent existence of the corporation was in fact non-existent and ROGERS was in fact the alter ego of the corporation. iUNIFORMS was used fraudulently or for an improper purpose by SHELLOW and the fraudulent or improper use of the corporation caused injury to PLANET T. Additionally, many of SHELLOW’s acts were prior to iUNIFORMS being incorporated and made in an individual capacity. 136. Due to SHELLOW’s interference, PLANET T suffered damages. Page 20 of 35WHEREFORE, Plaintiff, PLANET T UNIFORMS, INC., respectfully requests this Honorable Court enter judgment for money damages against Defendant, RICHARD SHELLOW, together with costs and such other and further relief as the Court deems proper. COUNT X TORTIOUS INTERFERENCE WITH ADVANTAGEOUS BUSINESS RELATIONSHIP (Against SHELLOW only) Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 66 as if fully set forth herein. 137. In March of 2012, FRANKLIN and PLANET T orally agreed that PLANET T would order specially manufactured uniforms and FRANKLIN would require its students to order uniforms exclusively from PLANET T. 138. FRANKLIN and PLANET T had a business relationship. PLANET T supplied specially manufactured uniforms and FRANKLIN was required to send its students to order uniforms exclusively from PLANET T. 139. _SHELLOW had knowledge of the business relationship and knew PLANET T had legal rights. 140. SHELLOW intentionally and unjustifiably interfered with the business relationship. 141. Atal times material to, ROGERS dominated and controlled i\UNIFORMS and the independent existence of the corporation was in fact non-existent and ROGERS was in fact the alter ego of the corporation. {UNIFORMS was used fraudulently or for an improper purpose by SHELLOW and the fraudulent or improper use of the corporation caused injury to PLANET T. Page 21 of 35Additionally, many of SHELLOW’s acts were prior to {UNIFORMS being incorporated and made in an individual capacity. 142. Due to SHELLOW’s interference, PLANET T suffered damages. WHEREFORE, Plaintiff, PLANET T UNIFORMS, INC., respectfully requests this Honorable Court enter judgment for money damages against Defendant, RICHARD SHELLOW, together with costs and such other and further relief as the Court deems proper. COUNT XI TORTIOUS INTERFERENCE WITH CONTRACTUAL RELATIONSHIP (Against ROGERS only) Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 66 as if fully set forth herein. 143. In December of 2011, Ms. Bernardo requested financial records in anticipation of a meeting to execute a written contract between FRANKLIN and PLANET T. 144. Thereafter, ROGERS advised PLANET T that FRANKLIN would execute a written contract with PLANET T and requested financial records for 2011 from PLANET T in anticipation of a meeting to execute said contract. 145. Based upon the misrepresentations, PLANET T provided the financial information, did not secure other schools and entered into the oral agreement for the 2012-2013 school year. 146. In March of 2012, FRANKLIN and ROGERS orally agreed that PLANET T would order specially manufactured uniforms and FRANKLIN would require its students to order uniforms exclusively from PLANET T. 147. ROGERS had knowledge of PLANET T’s business relationship with FRANKLIN and knew PLANET T had legal rights. Page 22 of 35148. ROGERS intentionally and unjustifiably interfered with the business relationship by colluding with SZNITKEN, SHELLOW, DISCOVERY SCHOOLS and iUNIFORMS in obtaining financial information to create {UNIFORMS and by providing false or misleading information to FRANKLIN causing FRANKLIN not to perform in order to hire iUNIFORMS. 149. Atall times material to, ROGERS dominated and controlled iUNIFORMS and the independent existence of the corporation was in fact non-existent and ROGERS was in fact the alter ego of the corporation. ROGERS used iUNIFORMS and FRANKLIN fraudulently or for an improper purpose and the fraudulent or improper use of the corporation caused injury to PLANET T. Additionally, many of ROGERS’ acts were prior to iUNIFORMS being incorporated and made in an individual capacity. 150. ROGERS acted in his individual capacity during the aforementioned actions. 151. Due to ROGER’s interference, PLANET T suffered damages. WHEREFORE, Plaintiff, PLANET T UNIFORMS, INC., respectfully requests this Honorable Court enter judgment for money damages against Defendant, JON THOMAS ROGERS, together with costs and such other and further relief as the Court deems proper. COUNT XII TORTIOUS INTERFERENCE WITH ADVANTAGEOUS BUSINESS RELATIONSHIP (Against ROGERS only) Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 66 as if fully set forth herein. 152. In December of 2011, Ms. Bernardo requested financial records in anticipation of a meeting to execute a written contract between FRANKLIN and PLANET T. Page 23 of 35153. Thereafter, ROGERS advised PLANET T that FRANKLIN would execute a written contract with PLANET T and requested financial records for 2011 from PLANET T in anticipation of a meeting to execute said contract. 154. Based upon the misrepresentations, PLANET T provided the financial information, did not secure other schools and entered into the oral agreement for the 2012-2013 school year. 155. FRANKLIN and PLANET T had a business relationship. PLANET T supplied specially manufactured uniforms and FRANKLIN was required to send its students to order uniforms exclusively from PLANET T. 156. ROGERS had knowledge of the business relationship and knew PLANET T had legal rights. 157, ROGERS intentionally and unjustifiably interfered with the business relationship by colluding with SZNITKEN, SHELLOW, DISCOVERY SCHOOLS and iUNIFORMS in obtaining financial information to create {UNIFORMS and by providing false or misleading information to FRANKLIN causing FRANKLIN not to perform in order to hire {UNIFORMS. 158. Atall times material to, ROGERS dominated and controlled {UNIFORMS and the independent existence of the corporation was in fact non-existent and ROGERS was in fact the alter ego of the corporation. ROGERS used iUNIFORMS and FRANKLIN fraudulently or for an improper purpose and the fraudulent or improper use of the corporation caused injury to PLANET T. Additionally, many of ROGERS’ acts were prior to iUNIFORMS being incorporated and made in an individual capacity. 159. ROGERS acted in his individual capacity during the aforementioned actions. 160. Due to ROGERS’ interference, PLANET T suffered damages. Page 24 of 35WHEREFORE, Plaintiff, PLANET T UNIFORMS, INC., respectfully requests this Honorable Court enter judgment for money damages against Defendant, JON THOMAS ROGERS, together with costs and such other and further relief as the Court deems proper. COUNT XII TORTIOUS INTERFERENCE WITH CONTRACTUAL RELATIONSHIP (Against SZNITKEN only) Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 66 as if fully set forth herein. 161. On or about November 27, 2012, SZNITKEN advised PLANET T that it would execute a written contract and requested financial records for 2012 in preparation of a meeting to execute said contract. 162. In March of 2012, FRANKLIN and PLANET T orally agreed that PLANET T would order specially manufactured uniforms and FRANKLIN would require its students to order uniforms exclusively from PLANET T. 163. SZNITKEN had knowledge of PLANET T’s business relationship with FRANKLIN and knew PLANET T had legal rights. 164. SZNITKEN intentionally and unjustifiably interfered with the business relationship by colluding with ROGERS, SHELLOW, DISCOVERY SCHOOLS and iUNIFORMS in obtaining financial information to create iUNIFORMS and by providing false or misleading information to FRANKLIN causing FRANKLIN not to perform in order to hire i UNIFORMS. 165. At all times material to, SZNITKEN used FRANKLIN fraudulently or for an improper purpose and the fraudulent or improper use of the corporation caused injury to PLANET T. Page 25 of 35166. SZNITKEN acted in his individual capacity during the aforementioned actions. 167. Due to SZNITKEN’s interference, PLANET T suffered damages. WHEREFORE, Plaintiff, PLANET T UNIFORMS, INC., respectfully requests this Honorable Court enter judgment for money damages against Defendant, SCOTT SZNITKEN, together with costs and such other and further relief as the Court deems proper. COUNT XIV TORTIOUS INTERFERENCE WITH ADVANTAGEOUS BUSINESS RELATIONSHIP (Against SZNITKEN only) Plaintiff re-alleges and re-incorporates by reference paragraphs | through 66 as if fully set forth herein. 168. In March of 2012, FRANKLIN and PLANET T orally agreed that PLANET T would order specially manufactured uniforms and FRANKLIN would require its students to order uniforms exclusively from PLANET T. 169. On or about November 27, 2012, SZNITKEN advised PLANET T that it would execute a written contract and requested financial records for 2012 in preparation of a meeting to execute said contract. 170. FRANKLIN and PLANET T had a business relationship. PLANET T supplied specially manufactured uniforms and FRANKLIN was required to send its students to order uniforms exclusively from PLANET T. 171. SZNITKEN had knowledge of the business relationship and knew PLANET T had legal rights. 172. SZNITKEN intentionally and unjustifiably interfered with the business relationship by colluding with ROGERS, SHELLOW, DISCOVERY SCHOOLS and iUNIFORMS in Page 26 of 35obtaining financial information to create {UNIFORMS and by providing false or misleading information to FRANKLIN causing FRANKLIN not to perform in order to hire iUNIFORMS. 173. At all times material to, SZNITKEN used FRANKLIN fraudulently or for an improper purpose and the fraudulent or improper use of the corporation caused injury to PLANET T. 174. ROGERS acted in his individual capacity during the aforementioned actions. 175. Due to SZNITKEN’s interference, PLANET T suffered damages. WHEREFORE, Plaintiff, PLANET T UNIFORMS, INC., respectfully requests this Honorable Court enter judgment for money damages against Defendant, SCOTT SZNITKEN, together with costs and such other and further relief as the Court deems proper. COUNT XV TORTIOUS INTERFERENCE WITH CONTRACTUAL RELATIONSHIP (Against DISCOVERY SCHOOLS only) Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 66 as if fully set forth herein. 176. In March of 2012, FRANKLIN and PLANET T orally agreed that PLANET T would order specially manufactured uniforms and FRANKLIN would require its students to order uniforms exclusively from PLANET T. 177. DISCOVERY SCHOOLS had knowledge of PLANET T’s business relationship with FRANKLIN and knew PLANET T had legal rights through ROGERS, as CEO. 178. DISCOVERY SCHOOLS intentionally and unjustifiably interfered with the business relationship by colluding with ROGERS, SHELLOW, DISCOVERY SCHOOLS and iUNIFORMS in obtaining financial information to create {UNIFORMS as evidenced by their creation of UNIFORMS’ website domain, causing FRANKLIN not to perform. Page 27 of 35179. Due to DISCOVERY SCHOOLS’ interference, PLANET T suffered damages. WHEREFORE, Plaintiff, PLANET T UNIFORMS, INC., respectfully requests this Honorable Court enter judgment for money damages against Defendant, DISCOVERY SCHOOLS, INC., together with costs and such other and further relief as the Court deems proper. COUNT XVI TORTIOUS INTERFERENCE WITH ADVANTAGEOUS BUSINESS RELATIONSHIP. (Against DISCOVERY SCHOOLS only) Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 66 as if fully set forth herein. 180. In March of 2012, FRANKLIN and PLANET T orally agreed that PLANET T would order specially manufactured uniforms and FRANKLIN would require its students to order uniforms exclusively from PLANET T. 181. FRANKLIN and PLANET T had a business relationship. PLANET T supplied specially manufactured uniforms and FRANKLIN was required to send its students to order uniforms exclusively from PLANET T. 182. DISCOVERY SCHOOLS had knowledge of the business relationship and knew PLANET T had legal rights. 183. DISCOVERY SCHOOLS intentionally and unjustifiably interfered with the business relationship by colluding with ROGERS, SHELLOW, DISCOVERY SCHOOLS and iUNIFORMS in obtaining financial information to create UNIFORMS as evidenced by their creation of UNIFORMS’ website domain, causing FRANKLIN not to perform.. 184. Due to DISCOVERY SCHOOLS?’ interference, PLANET T suffered damages. Page 28 of 35WHEREFORE, Plaintiff, PLANET T UNIFORMS, INC., respectfully requests this Honorable Court enter judgment for money damages against Defendant, DISCOVERY SCHOOLS, INC., together with costs and such other and further relief as the Court deems proper. COUNT XVII MISAPPROPRIATION OF TRADE SECRETS (Against ROGERS only) Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 66 as if fully set forth herein. 185. PLANET T has trade secrets in its proven business model, method and technique of ordering inventory, pricing, and sales data. 186. ROGERS acquired trade secrets from PLANET T by improper means by fraudulently advising PLANET T that FRANKLIN would meet with it to execute a written contract after receipt of said documents.. 187. PLANET T objected to providing these documents, however, once it did so, it stated the documents were to remain confidential as they contained trade secret information. 188. The documents contain information that derives independent economic value, actual or potential, from 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; and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. 189. By claiming the documents as confidential, PLANET T exempted the documents from public record. 190. ROGERS misappropriated the trade secrets. 19]. Atall times material to, ROGERS dominated and controlled iUNIFORMS and the independent existence of the corporation was in fact non-existent and ROGERS was in fact the Page 29 of 35alter ego of the corporation. ROGERS used iUNIFORMS and FRANKLIN fraudulently or for an improper purpose and the fraudulent or improper use of the corporation caused injury to PLANET T. Additionally, many of ROGERS’ acts were prior to iUNIFORMS being incorporated and made in an individual capacity. 192. Due to ROGERS’ misappropriation of the trade secrets, PLANET T suffered damages. WHEREFORE, Plaintiff, PLANET T UNIFORMS, INC., respectfully requests this Honorable Court enter judgment for money damages against Defendant, JON THOMAS ROGERS, together with costs and such other and further relief as the Court deems proper. COUNT XVII MISAPPROPRIATION OF TRADE SECRETS (Against SZNITKEN only) Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 66 as if fully set forth herein, 193. PI.ANET T has trade secrets in its proven business model, method and technique of ordering inventory, pricing, and sales data. 194. SZNITKEN acquired trade secrets from PLANET T by improper means by fraudulently advising PLANET T that FRANKLIN would meet with it to execute a written contract after receipt of said documents. 195. PLANET T objected to providing these documents; however, once it did so, it stated the documents were to remain confidential as they contained trade secret information. 196. The documents contain information that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by Page 30 of 35proper means by, other persons who can obtain economic value from its disclosure or use; and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. 197, By claiming the documents as confidential, PLANET T exempted the documents from public record. 198. SZNITKEN misappropriated the trade secrets. 199. At all times material to, SZNITKEN used FRANKLIN fraudulently or for an improper purpose and the fraudulent or improper use of the corporation caused injury to PLANET T. Additionally, many of SENITKEN’s acts were made in an individual capacity. 200. Due to SZNITKEN’s misappropriation of the trade secrets, PLANET T suffered damages. WHEREFORE, Plaintiff, PLANET T UNIFORMS, INC., respectfully requests this Honorable Court enter judgment for money damages against Defendant, SCOTT SZNITKEN, together with costs and such other and further relief as the Court deems proper. COUNT XIX MISAPPROPRIATION OF TRADE SECRETS (Against SHELLOW only) Plaintiff re-alleges and re-incorporates by reference paragraphs | through 66 as if fully set forth herein. 201. PLANET T has trade secrets in its proven business model, method and technique of ordering inventory, pricing, and sales data. 202. The trade secrets from PLANET T were acquired by improper means through ROGERS and SZNITKEN when they mispresented to PLANET that it would meet with PLANET to execute a contract after receipt of said documents. Page 31 of 35203. SHELLOW knew or should have known the trade secrets were acquired by improper means through his relationship with ROGERS and his admittance that he worked with ROGERS in the creation of iUNIFORMS. 204. .SHELLOW misappropriated the trade secrets. 205. Due to SHELLOW’s misappropriation of the trade secrets, PLANET T suffered damages. WHEREFORE, Plaintiff, PLANET T UNIFORMS, INC., respectfully requests this Honorable Court enter judgment for money damages against Defendant, RICHARD SHELLOW, together with costs and such other and further relief as the Court deems proper. COUNT XX MISAPPROPRIATION OF TRADE SECRETS (Against UNIFORMS only) Plaintiff re-alleges and re-incorporates by reference paragraphs | through 66 as if fully. set forth herein. 206. PLANET T has trade secrets in its proven business model, method and technique of ordering inventory, pricing, and sales data. 207. The trade sccrets from PLANET T were acquired by improper means through ROGERS and SZNITKEN when they mispresented to PLANET that it would meet with PLANET to execute a contract after receipt of said documents. 208. iUNIFORMS knew or should have known the trade secrets were acquired by improper means as ROGERS dominated and controlled iUNIFORMS, and fully funded iUNIFORMS. 209. iUNIFORMS misappropriated the trade secrets. Page 32 of 35210. Due to iUNIFORMS' misappropriation of the trade secrets, PLANET T suffered damages. WHEREFORE, Plaintiff, PLANET T UNIFORMS, INC., respectfully requests this Honorable Court enter judgment for money damages against Defendant, iUNIFORMS, INC., together with costs and such other and further relief as the Court deems proper. COUNT XXI MISAPPROPRIATION OF TRADE SECRETS (Against DISCOVERY SCHOOLS only) Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 66 as if fully set forth herein. 211, PLANET T has trade secrets in its proven business model, method and technique of ordering inventory, pricing, and sales data. 212. The trade secrets from PLANET T were acquired by improper means through ROGERS and SZNITKEN when they mispresented to PLANET that it would meet with PLANET T to execute a contract after receipt of said documents.. 213, DISCOVERY SCHOOLS knew or should have known the trade sccrets were acquired by improper means as ROGERS was the CEO of DISCOVERY SCHOOLS at all times material hereto. 214. DISCOVERY SCHOOLS misappropriated the trade secrets. 215. Due to DISCOVERY SCHOOLS’ misappropriation of the trade secrets, PLANET T suffered damages. WHEREFORE, Plaintiff, PLANET T UNIFORMS, INC., respectfully requests this Honorable Court enter judgment for money damages against Defendant, DISCOVERY SCHOOLS, INC., together with costs and such other and further relief as the Court deems proper. Page 33 of 35COUNT XXII MISAPPROPRIATION OF TRADE SECRETS (Against FRANKLIN only) Plaintiff re-alleges and re-incorporates by reference paragraphs | through 66 as if fully set forth herein. 216. PLANET T has trade secrets in its proven business model, method and technique of ordering inventory, pricing, and sales data. 217. The trade secrets from PLANET T were acquired by improper means through ROGERS and SZNITKEN when they mispresented to PLANET that it would meet with P