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Filing # 28734271 E-Filed 06/19/2015 05:19:55 PM
IN THE CIRCUIT COURT OF THE
17" 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,
Defendants.
PLAINTIFF’S, PLANET T UNIFORMS, INC., MOTION FOR LEAVE TO AMEND
COMPLAINT
COMES NOW Plaintiff, PLANET T UNIFORMS, INC., by and through the
undersigned law firm, and seeks leave of court to amend the Complaint to add parties,
DISCOVERY SCHOOLS, INC., iUNIFORMS, INC., RICHARD SHELLOW, JON THOMAS
ROGERS, and SCOTT SZNITKEN, and in support of this motion would state:
1, Florida Rule of Civil Procedure 1.190 (a) provides that leave to amend shall be
granted “freely when justice so requires.” Fla, R. Civ. P. 1.190.
2. In construing Rule 1.190, courts have consistently held that leave to amend should
be granted liberally to ensure that cases are decided on their merits. See e.g., In re: Grist’s
Estate, 83 So.2d 860, 862 (Fla. 1956) (“The law of our state favors liberality in amendments to
pleadings”), Bill Williams Air Conditioning & Heating, Inc. v. Haymarket Cooperative Bank,
592 So.2d 302, 305 (Fla. ist DCA 1992) (“all doubts should be resolved in favor of allowing
amendments to pleadings so that cases may be resolved upon their merits”).
Page | of 3
*** FILED: BROWARD COUNTY, FL HOWARD FORMAN, CLERK 6/19/2015 5:19:55 PM.****3. Plaintiff filed this lawsuit on or about January 16, 2014.
4. Subsequent to the filing of the lawsuit, Plaintiff deposed a non-party, iUniforms,
Inc., and discovered new evidence on or about April 30, 2015.
5. This new evidence makes additional individuals and corporations potentially
liable to the Plaintiff. Additionally, the new evidence supports additional causes of action against
the current Defendant.
6. For these reasons, Plaintiff requests leave to amend its Complaint to add these
parties and causes of action to the current lawsuit.
7. The proposed amended pleading is attached.
WHEREFORE Plaintiff, PLANET T UNIFORMS, INC., respectfully requests leave to
amend the Complaint.
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true and correct copy of the foregoing was furnished e-
service through the Florida Courts E-Filing Portal to the Service List below on June 18, 2015.
FLORIDA LITIGATION LAW FIRM
David Di Pietro Law P.A.
Legacy Bank Building
12 SE 7" Street, Suite 606
Fort Lauderdale, FL 33301
Telephone: (954) 712-3070
Facsimile: (954) 337-3824
/s/ Ashley T. Steffen
DAVID DI PIETRO, ESQ.
Florida Bar No.: 10370
david@floridalitigationlawfirm.com
ASHLEY T. STEFFEN, ESQ.
Florida Bar No.: 111238
ashley@floridalitigationlawfirm.com
Page 2 of 3SERVICE LIST
Christopher M. David, Esq.
Fuerst Ittleman David & Joseph, PL
1001 Brickell Bay Drive, 32"° Floor
Miami, Florida 33131
Emails: cdavid@fuerstlaw.com; tdavid@fuerstlaw.com;
And jconcepcion@fuerstlaw.com
Page 3 of 3IN THE CIRCUIT COURT OF THE
17™ 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.
/
AMENDED COMPLAINT
Plaintiff, PLANET T UNIFORMS, INC., by and through undersigned counsel, hereby
files this 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.
Page 1 of 313. 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.
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.
Page 2 of 3116. SZNITKEN is the Director of the Florida Charter Foundation, Inc., which is
doing business as FRANKLIN.
17. 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. On behalf of FRANKLIN, Ms. Bernardo advised PLANET T that she was
deciding which uniform vendor to use for the Pembroke Pines campus as well as 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 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.
22. In April of 2011, PLANET T submitted a draft contract for execution by
FRANKLIN and PLANET T and commenced selling and servicing FRANKLIN customers. See
Unexecuted Contract between Planet T and Franklin attached as Exhibit “A”.
23. Subsequently, PLANET T attempted numerous times to meet with FRANKLIN
and have the contract executed. However, the meeting was delayed by FRANKLIN until late
May of 2011.
24. At the meeting in May of 2011, FRANKLIN’s representative, ROGERS, refused
to execute the contract submitted by PLANET T. However, ROGERS orally agreed that if
Page 3 of 31PLANET T performed as promised, a contract would be immediately executed following the
back-to-school season.
25. Both parties agreed that PLANET T would continue to sell the items at the prices
proposed in the unexecuted contract for the 2010-2011 school season.
26. In the fail of 2011, PLANET T repeatedly attempted to secure a meeting with
FRANKLIN’s representatives following the back-to-school season.
27. 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,
28. | PLANET T provided the requested information with the understanding that it
would bring forth a meeting with FRANKLIN and the records were confidential.
29. Yet, months passed without any communication from FRANKLIN until March of
2012. 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.
30. Due to the late notice, PLANET T had to buy the specialized goods late and pay
more for expedited production and freight.
31. Ms. Bernardo committed to a meeting in September 2012 in order to secure the
contract with PLANET T. However, no meeting ever occurred in September 2012.
32. In early October 2012, SZNITKEN, contacted PLANET T on behalf of
FRANKLIN and requested a visit to PLANET T’s store with Ms. Bernardo.
33. 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.
Page 4 of 3134. | SZNITKEN also advised that a meeting to “iron out” details of the parties’ plans
going forward would soon be arranged. However, after a month or two of delay, on November
27, 2012, FRANKLIN requested sales information in preparation of a meeting for contract
commitments.
35. 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.
36. 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.
37. It was later learned that SZNITKEN and ROGERS clearly intended to
fraudulently obtain proprietary information from PLANET T.
38. 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.
39. 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.
40. Based upon the representations made by FRANKLIN, PLANET T ordered and
currently possesses inventory specifically allotted to FRANKLIN that is valued at over
$100,000.00.
41, 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
Page 5 of 31FRANKLIN’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, which was required according to the terms of their oral agreement. See February
25, 2013 letter attached hereto as Exhibit “B”.
42. 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.
43. FRANKLIN subsequently hired iUNIFORMS in place of PLANET T.
44. Since the retention of iUNIFORMS by FRANKLIN, numerous parents have
complained about the lack of quality of the clothing and customer service provided by
iUNIFORMS.
4s. In an attempt to mitigate iUNIFORMS’ poor performance and failures as a
provider of school uniforms, on August 12, 2013, Dr. David L. Thomas, Chairman of the Board
of Directors for FRANKLIN, sent a correspondence to all of the parents of the students at
FRANKLIN apologizing for iUNIFORMS’ poor performance. In said correspondence, Dr.
Thomas stated that FRANKLIN “heard many of the same concerns” about PLANET T as it
heard about iUNIFORMS’ performance or lack thereof. Dr. Thomas’s comments were
defamatory and intended to malign PLANET T with the hope that it would dull {UNIFORMS’
poor performance.
46. Subsequent to the filing of this lawsuit, PLANET T deposed SHELLOW, owner
of {UNIFORMS, on April 30, 2015, and it was discovered that SHELLOW is merely a pawn,
Page 6 of 31and 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 Cited Portions of Shellow Dep. Attached hereto as Exhibit
«on
SHELLOW has known ROGERS and SZNTKEN for approximately
twenty (20) years; Shellow Dep. 21:25; 28:3-7, April 30, 2015
. Prior to the formation of iUNIFORMS, SHELLOW had no knowledge of
the garment industry; SHELLOW learned of the business opportunity to
start a uniform vendor business through discussions with ROGERS;
Shellow Dep. 78:6-11, April 30, 2015
SHELLOW admitted that he does not know: the type of entity
iUNIFORMS 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
. 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 iUNIFORMS 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
Page 7 of 31the Ioan, and that whenever ROGERS requests to be repaid, {UNIFORMS
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 UNIFORMS’
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
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
. 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
. 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
Page 8 of 31i. SHELLOW admitted he knew there was a previous uniform vendor with
FRANKLIN; Shellow Dep. 79:18-24, April 30, 2015
47. After the taking of the deposition, it was clear that {UNIFORMS was incorporated
by ROGERS, DISCOVERY SCHOOLS, FRANKLIN, and SZNITKEN.
48. | 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.
49. Additionally, it was discovered that FRANKLIN took PLANET T’s work product
information, the contract, and used it for i{UNIFORM’s contract. PLANET T paid an attorney to
prepare the contract, and it was only given to FRANKLIN to facilitate a written contract between
it in PLANET T. In fact, all email communication with PLANET T’s attorney and FRANKLIN
included language that the email contained confidential information that may be legally
privileged.
50. Further proof of UNIFORMS’ 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 i\UNIFORMS’ website ever existed. iUNIFORMS’ 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”
51. 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
Page 9 of 31whether 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 UNIFORMS, an address to a company
that SHELLOW did not know of, is further proof of ROGERS’ involvement in incorporating
iUNIFORMS. See Articles of Incorporation attached hereto as Exhibit “E”.
52. Due to Defendants’ actions, PLANET T has suffered damages.
53. Some counts below are pled in the alternative.
COUNTI
FRAUDULENT MISREPRESENTATION
(against FRANKLIN only)
Plaintiff re-alleges and re-incorporates by reference paragraphs | through 53 as if fully
set forth herein.
54. | FRANKLIN made statements that it would sign a contract with PLANET T.
Specifically, in March of 2011, Ivy Bernardo confirmed that FRANKLIN’s Board of Directors
had approved PLANET T’s proposal to act as its exclusive uniform vendor and in response to
said confirmation, PLANET T drafted a contract. FRANKLIN delayed the meeting to sign the
contract until May of 2011. FRANKLIN had orally represented to PLANET T that it would sign
the contract at their next meeting. At such meeting, ROGERS on behalf of FRANKLIN orally
agreed that if PLANET T performed as promised, a contract would be immediately executed
following the 2010-2011 back-to-school season. FRANKLIN performed as promised, yet no
contract was executed following the 2010-2011 school season.
55. In the fall of 2011, PLANET T repeatedly attempted to secure a meeting with
FRANKLIN’s representatives following the back-to-school season.
Page 10 of 3156. 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.
57. PLANET T provided the requested information with the understanding that it
would bring forth a meeting with FRANKLIN.
58. Further, on January 21, 2013, three days prior to a meeting allegedly to sign a
contract for the upcoming school year, SZNITKEN on behalf of FRANKLIN, requested a full
list of all styles, sizes, and colors of items that PLANET T provides for FRANKLIN. A contract
was never signed. The aforementioned facts are material facts to the subject litigation.
59. FRANKLIN knew these statements were false when made.
60. | 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.
61. | FRANKLIN made the representations intending that PLANET T would rely on
them and order specially made uniforms.
62. | PLANET T relied on the misrepresentations to its detriment.
63. 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 I
FRAUDULENT MISREPRESENTATION
(against ROGERS only)
Page 11 of 31Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 53 as if fully
set forth herein.
64. | ROGERS made statements allegedly on behalf of FRANKLIN, that FRANKLIN
would sign a contract with PLANET T. Specifically, in March of 2011, ivy Bernardo confirmed
that FRANKLIN’s Board of Directors had approved PLANET T’s proposal to act as its
exclusive uniform vendor and in response to said confirmation, PLANET T drafted a contract.
FRANKLIN delayed the meeting to sign the contract until May of 2011. ROGERS had orally
represented to PLANET T that FRANKLIN would sign the contract at their next meeting. At
such meeting, ROGERS on behalf of FRANKLIN orally agreed that if PLANET T performed as
promised, a contract would be immediately executed following the 2010-2011 back-to-school
season. FRANKLIN performed as promised, yet no contract was executed following the 2010-
2011 school season.
65. In the fall of 2011, PLANET T repeatedly attempted to secure a meeting with
FRANKLIN’s representatives following the back-to-school season.
66. 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.
67. PLANET T provided the requested information with the understanding that it
would bring forth a meeting with FRANKLIN.
68. Further, on January 21, 2013, three days prior to a meeting allegedly to sign a
contract for the upcoming school year, SZNITKEN on behalf of FRANKLIN, requested a full
list of all styles, sizes, and colors of items that PLANET T provides for FRANKLIN. A contract
was never signed. The aforementioned facts are material facts to the subject litigation.
Page 12 of 3169. 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.
70. | ROGERS knew these statements were false when made.
71. ROGERS made the false representations to fraudulently obtain proprietary
information from PLANET T so that ROGERS and DISCOVERY SCHOOLS could incorporate
a business identical to PLANET T’s with the information received and merely used FRANKLIN
to mislead PLANET T and perpetrate a fraud.
72. ROGERS made the representations intending that PLANET T would rely on them
and order specially made uniforms.
23. PLANET T relied on the misrepresentations to its detriment.
74. 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 53 as if fully
set forth herein.
75. SZNITKEN made statements allegedly on behalf of FRANKLIN, that
FRANKLIN would sign a contract with PLANET T.
76. On January 21, 2013, three days prior to a meeting allegedly to sign a contract for
the upcoming school year, SZNITKEN on behalf of FRANKLIN, requested a full list of all
Page 13 of 31styles, sizes, and colors of items that PLANET T provides for FRANKLIN. A contract was never
signed. The aforementioned facts are material facts to the subject litigation.
77. 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.
78. | SZNITKEN knew these statements were false when made.
79. SZNITKEN made the false representations to fraudulently obtain proprietary
information from PLANET T so that ROGERS and DISCOVERY SCHOOLS could incorporate
a business identical to PLANET T’s with the information received and merely used FRANKLIN
to mislead PLANET T and perpetrate a fraud.
80. SZNITKEN made the representations intending that PLANET T would rely on
them and order specially made uniforms.
81. PLANET T relied on the misrepresentations to its detriment.
82. | 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 53 as if fully
set forth herein.
83. | ROGERS and SZNITKEN made statements allegedly on behalf of FRANKLIN,
that FRANKLIN would sign a contract with PLANET T. Specifically, in March of 2011, Ivy
Bemardo confirmed that FRANKLIN’s Board of Directors had approved PLANET T’s proposal
Page 14 of 31to act as its exclusive uniform vendor and in response to said confirmation, PLANET T drafted a
contract. FRANKLIN delayed the meeting to sign the contract until May of 2011. FRANKLIN
had orally represented to PLANET T that it would sign the contract at their next mecting. At
such meeting, ROGERS on behalf of FRANKLIN orally agreed that if PLANET T performed as
promised, a contract would be immediately executed following the 2010-2011 back-to-school
season. FRANKLIN performed as promised, yet no contract was executed following the 2010-
2011 school season.
84. In the fall of 2011, PLANET T repeatedly attempted to secure a meeting with
FRANKLIN’s representatives following the back-to-school season.
85. 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.
86. PLANET T provided the requested information with the understanding that it
would bring forth a meeting with FRANKLIN.
87. Further, on January 21, 2013, three days prior to a meeting allegedly to sign a
contract for the upcoming school year, SZNITKEN on behalf of FRANKLIN, requested a full
list of all styles, sizes, and colors of items that PLANET T provides for FRANKLIN. A contract
was never signed. The aforementioned facts are material facts to the subject litigation
88. | FRANKLIN was negligent in making these statements because it should have
known the statements were false.
89. | FRANKLIN intended for PLANET T to rely on these statements so PLANET T
would order the specially made uniforms.
90. | PLANET T justifiably relied on the false statements.
91. PLANET T suffered damages as a result.
Page 15 of 31WHEREFORE, 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 V
BREACH OF ORAL CONTRACT
(Against FRANKLIN only)
Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 53 as if fully
set forth herein.
92. 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.
93. In reliance on FRANKLIN’s promise, PLANET T ordered specially
manufactured uniforms for FRANKLIN.
94. On January 24, 2013, FRANKLIN advised PLANET T that the decision had been
made not to continue with PLANET T.
95. 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.
96. Pursuant to Fla. Stat. §672.201(3)(a), a contract which does not satisfy the
requirements of subsection (1), which requires a contract for the sale of goods for the price of
$500 or more to be in writing, is still enforceable if the goods are to be specially manufactured
for the buyer.
Page 16 of 3197. As explained above, the oral contract called for specially manufactured uniforms
for the buyer; thus, the oral contract does not have a Statute of Frauds issue.
98. 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 53 as if fully
set forth herein.
99. On many separate occasions, as explained supra, FRANKLIN agreed to enter into
a written contract with PLANET T.
100. 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.
101. FRANKLIN knew or should have reasonably expected its promise to induce
PLANET T to order Franklin Academy Charter School custom made uniforms.
102. FRANKLIN’s promise induced PLANET T to order Franklin Academy Charter
School custom made uniforms.
103. Based on FRANKLIN’s promise, PLANET T suffered damages.
104. 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.
Page 17 of 31WHEREFORE, 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 Vil
TORTIOUS INTERFERENCE WITH CONTRACTUAL RELATIONSHIP
(Against {UNIFORMS only)
Plaintiff re-alleges and re-incorporates by reference paragraphs | through 53 as if fully
set forth herein.
105. 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.
106. iUNIFORMS had knowledge of PLANET T’s business relationship with
FRANKLIN and knew PLANET T had legal rights.
107. iUNIFORMS intentionally and unjustifiably interfered with the business
relationship.
108. 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 VU
TORTIOUS INTERFERENCE WITH ADVANTAGEOUS BUSINESS RELATIONSHIP
(Against iUNIFORMS only)
Plaintiff re-alleges and re-incorporates by reference paragraphs | through 53 as if fully
set forth herein.
Page 18 of 31109. 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.
110. iUNIFORMS had knowledge of the business relationship.
111. iUNIFORMS intentionally and unjustifiably interfered with the business
relationship.
112. 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 IX
TERFERENCE WITH CONTRACTUAL RELATIONSHIP
(Against SHELLOW only)
TORTIO
Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 53 as if fully
set forth herein.
113. 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.
114, SHELLOW had knowledge of PLANET ‘T’s business relationship with
FRANKLIN and knew PLANET T had legal rights.
115. SHELLOW intentionally and unjustifiably interfered with the business
relationship.
Page 19 of 31116. 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 UNIFORMS being incorporated and
made in an individual capacity.
117. 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 X
TORTIOUS INTERFERENCE WITH ADVANTAGEOUS BUSINESS RELATIONSHIP
(Against SHELLOW only)
Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 53 as if fully
set forth herein.
118. 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.
119. SHELLOW had knowledge of the business relationship.
120. SHELLOW intentionally and unjustifiably interfered with the business
relationship.
121. 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 20 of 31alter 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 UNIFORMS being incorporated and
made in an individual capacity.
122. 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 53 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.
124. ROGERS had knowledge of PLANET T’s business relationship with FRANKLIN
and knew PLANET T had legal rights.
125. ROGERS intentionally and unjustifiably interfered with the business relationship.
126. 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. ROGERS used iUNIFORMS and FRANKLIN fraudulently or for an
improper purpose and the fraudulent or improper use of the corporation caused injury to
Page 21 of 31PLANET T. Additionally, many of ROGERS’ acts were prior to iUNIFORMS being
incorporated and made in an individual capacity.
127. 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 Xi
TORTIOUS INTERFERENCE WITH ADVANTAGEOUS BUSINESS RELATIONSHIP
(Against ROGERS only)
Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 53 as if fully
set forth herein.
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, ROGERS had knowledge of the business relationship.
130, ROGERS intentionally and unjustifiably interfered with the business relationship.
131. At all 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.
132. Due to ROGERS’ interference, PLANET T suffered damages.
Page 22 of 31WHEREFORE, 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 XIII
TORTIOUS INTERFERENCE WITH CONTRACTUAL RELATIONSHIP
{Against SZNITKEN only)
Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 53 as if fully
set forth herein.
133. 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.
134. SZNITKEN had knowledge of PLANET T’s business relationship with
FRANKLIN and knew PLANET T had legal rights.
135. SZNITKEN intentionally and unjustifiably interfered with the business
relationship.
136. 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 SZNITKEN’s acts were made in an individual capacity.
137, 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.
Page 23 of 31COUNT XIV
TORTIOUS INTERFERENCE WITH ADVANTAGEOUS BUSINESS RELATIONSHIP
(Against SZNITKEN only)
Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 53 as if fully
set forth herein.
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, SZNITKEN had knowledge of the business relationship.
140. SZNITKEN intentionally and unjustifiably interfered with the business
relationship.
141. 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 SZNITKEN’s acts were made in an individual capacity.
142. 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 | through 53 as if fully
set forth herein.
Page 24 of 31143. 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.
144. DISCOVERY SCHOOLS had knowledge of PLANET T’s business relationship
with FRANKLIN and knew PLANET T had legal rights.
145. DISCOVERY SCHOOLS intentionally and unjustifiably interfered with the
business relationship.
146. 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 | through 53 as if fully
set forth herein.
147, 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,
148. DISCOVERY SCHOOLS had knowledge of the business relationship.
149. DISCOVERY SCHOOLS intentionally and unjustifiably interfered with the
business relationship.
150. Due to DISCOVERY SCHOOLS?’ interference, PLANET T suffered damages.
Page 25 of 31WHEREFORE, 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 53 as if fully
set forth herein.
151. PLANET T has trade secrets in its proven business model, method and technique
of ordering inventory, pricing, and sales data.
152. ROGERS acquired trade secrets from PLANET T by improper means.
153. ROGERS misappropriated the trade secrets.
154. 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. 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.
155. 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.
Page 26 of 31COUNT XVIII
MISAPPROPRIATION OF TRADE SECRETS
(Against SZNITKEN only)
Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 53 as if fully
set forth herein.
156. PLANET T has trade secrets in its proven business model, method and technique
of ordering inventory, pricing, and sales data.
157. SZNITKEN acquired trade secrets from PLANET T by improper means.
158. SZNITKEN misappropriated the trade secrets.
159. 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 SZNITKEN’s acts were made in an individual capacity.
160. 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 53 as if fully
set forth herein.
161. PLANET T has trade secrets in its proven business model, method and technique
of ordering inventory, pricing, and sales data.
162. The trade secrets from PLANET T were acquired by improper means.
Page 27 of 31163. SHELLOW knew or should have known the trade secrets were acquired by
improper means.
164. _SHELLOW misappropriated the trade secrets.
165. At all 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. SHELLOW used iUNIFORMS fraudulently or for an improper
purpose 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.
166. 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 iUNIFORMS only)
Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 53 as if fully
set forth herein.
167. PLANET T has trade secrets in its proven business model, method and technique
of ordering inventory, pricing, and sales data.
168. The trade secrets from PLANET T were acquired by improper means.
169. iUNIFORMS knew or should have known the trade secrets were acquired by
improper means.
Page 28 of 31170, iUNIFORMS misappropriated the trade secrets.
171. 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 53 as if fully
set forth herein.
172. PLANET T has trade secrets in its proven business model, method and technique
of ordering inventory, pricing, and sales data.
173. The trade secrets from PLANET T were acquired by improper means.
174, DISCOVERY SCHOOLS knew or should have known the trade secrets were
acquired by improper means.
175. DISCOVERY SCHOOLS misappropriated the trade secrets.
176. 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 29 of 31COUNT Xx
MISAPPROPRIATION OF TRADE SECRETS
(Against FRANKLIN only)
Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 53 as if fully
set forth herein.
177. PLANET T has trade secrets in its proven business model, method and technique
of ordering inventory, pricing, and sales data.
178. The trade secrets from PLANET T were acquired by improper means.
179. FRANKLIN knew or should have known the trade secrets were acquired by
improper means.
180. FRANKLIN misappropriated the trade secrets.
181. Due to FRANKLIN’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, 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.
DEMAND FOR JURY TRIAL
PLANET T UNIFORMS, INC. demands a trial by jury for all matters so triable.
(SIGNATURE ON FOLLOWING PAGE)
Page 30 of 31AGREEMENT FOR SALE OF SCHOOL UNIFORMS
BETWEEN PLANET T UNIFORMS, INC. AND
FLORIDA FOUNDATION, INC.
This AGREEMENT FOR SALE OF SCHOOL UNIFORMS (hereinafter
"Agreement"), dated April ___, 2011, is entered into between PLANET T UNIFORMS,
INC. (hereinafter "Planet T”), whose address is 2214 Flamingo Road, Pembroke Pines,
FL 33028, and FLORIDA CHARTER FOUNDATION, INC., d/b/a FRANKLIN
ACADEMY {hereinafter “Franklin Academy”), whose address is 20—SE~-3"
Avenue! 8243 Pines Blvd. Pembroke Pines, FL 33029, Fert-bauderdale-FL33314, and
sets forth the terms and conditions under which will Planet T sell its full line of school
uniforms to the parents of Franklin Academy’s students.
1 SCOPE OF AGREEMENT
Subject to the provisions of this Agreement, Franklin Academy agrees to permit Planet T
to sell its mutually approved items of schoo! uniforms 10 eaeh-ef-its-Charter-Seheels
“Franklin Aeademy*s-Academ
Charter Schoo! will be located at 18243-1 8800 Pines Boulevard, Pembroke Pines, FL
33029, which i is for students from K to * grade, and is scheduled to open in the Fall ll of
2. TERM AND TERMINATION
(a) The Initial Term of this Agreement shall be for a period of four-two (42)
years from the date that the Agreement is executed. We did not discuss terms of
agreement. I suggest initial two years.
) FE pall-b
fe dditionalterm-of
(c) Notwithstanding anything to the contrary contained herein, this
Agreement may be terminated by cither Party, should it believe that the other
Party breached the Agreement, after the non-breaching Party has provided the
other Party with at least forty (4510) days written notice of the breach and the
opportunity to cure same.
(a) Upon termination of this Agreement, Planet T shall be permitted to sell off
school uniform items specifically for Franklin Academy at any discount rate that
Planet T deems appropriate or it may be permitted to sell its inventory to the new
vendor at any rate agreeable between Planet T and the new vendor.Agreeme
Preview
Filing # 28734271 E-Filed 06/19/2015 05:19:55 PM IN THE CIRCUIT COURT OF THE 17" 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, Defendants. PLAINTIFF’S, PLANET T UNIFORMS, INC., MOTION FOR LEAVE TO AMEND COMPLAINT COMES NOW Plaintiff, PLANET T UNIFORMS, INC., by and through the undersigned law firm, and seeks leave of court to amend the Complaint to add parties, DISCOVERY SCHOOLS, INC., iUNIFORMS, INC., RICHARD SHELLOW, JON THOMAS ROGERS, and SCOTT SZNITKEN, and in support of this motion would state: 1, Florida Rule of Civil Procedure 1.190 (a) provides that leave to amend shall be granted “freely when justice so requires.” Fla, R. Civ. P. 1.190. 2. In construing Rule 1.190, courts have consistently held that leave to amend should be granted liberally to ensure that cases are decided on their merits. See e.g., In re: Grist’s Estate, 83 So.2d 860, 862 (Fla. 1956) (“The law of our state favors liberality in amendments to pleadings”), Bill Williams Air Conditioning & Heating, Inc. v. Haymarket Cooperative Bank, 592 So.2d 302, 305 (Fla. ist DCA 1992) (“all doubts should be resolved in favor of allowing amendments to pleadings so that cases may be resolved upon their merits”). Page | of 3 *** FILED: BROWARD COUNTY, FL HOWARD FORMAN, CLERK 6/19/2015 5:19:55 PM.****3. Plaintiff filed this lawsuit on or about January 16, 2014. 4. Subsequent to the filing of the lawsuit, Plaintiff deposed a non-party, iUniforms, Inc., and discovered new evidence on or about April 30, 2015. 5. This new evidence makes additional individuals and corporations potentially liable to the Plaintiff. Additionally, the new evidence supports additional causes of action against the current Defendant. 6. For these reasons, Plaintiff requests leave to amend its Complaint to add these parties and causes of action to the current lawsuit. 7. The proposed amended pleading is attached. WHEREFORE Plaintiff, PLANET T UNIFORMS, INC., respectfully requests leave to amend the Complaint. CERTIFICATE OF SERVICE I HEREBY CERTIFY that a true and correct copy of the foregoing was furnished e- service through the Florida Courts E-Filing Portal to the Service List below on June 18, 2015. FLORIDA LITIGATION LAW FIRM David Di Pietro Law P.A. Legacy Bank Building 12 SE 7" Street, Suite 606 Fort Lauderdale, FL 33301 Telephone: (954) 712-3070 Facsimile: (954) 337-3824 /s/ Ashley T. Steffen DAVID DI PIETRO, ESQ. Florida Bar No.: 10370 david@floridalitigationlawfirm.com ASHLEY T. STEFFEN, ESQ. Florida Bar No.: 111238 ashley@floridalitigationlawfirm.com Page 2 of 3SERVICE LIST Christopher M. David, Esq. Fuerst Ittleman David & Joseph, PL 1001 Brickell Bay Drive, 32"° Floor Miami, Florida 33131 Emails: cdavid@fuerstlaw.com; tdavid@fuerstlaw.com; And jconcepcion@fuerstlaw.com Page 3 of 3IN THE CIRCUIT COURT OF THE 17™ 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. / AMENDED COMPLAINT Plaintiff, PLANET T UNIFORMS, INC., by and through undersigned counsel, hereby files this 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. Page 1 of 313. 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. 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. Page 2 of 3116. SZNITKEN is the Director of the Florida Charter Foundation, Inc., which is doing business as FRANKLIN. 17. 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. On behalf of FRANKLIN, Ms. Bernardo advised PLANET T that she was deciding which uniform vendor to use for the Pembroke Pines campus as well as 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 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. 22. In April of 2011, PLANET T submitted a draft contract for execution by FRANKLIN and PLANET T and commenced selling and servicing FRANKLIN customers. See Unexecuted Contract between Planet T and Franklin attached as Exhibit “A”. 23. Subsequently, PLANET T attempted numerous times to meet with FRANKLIN and have the contract executed. However, the meeting was delayed by FRANKLIN until late May of 2011. 24. At the meeting in May of 2011, FRANKLIN’s representative, ROGERS, refused to execute the contract submitted by PLANET T. However, ROGERS orally agreed that if Page 3 of 31PLANET T performed as promised, a contract would be immediately executed following the back-to-school season. 25. Both parties agreed that PLANET T would continue to sell the items at the prices proposed in the unexecuted contract for the 2010-2011 school season. 26. In the fail of 2011, PLANET T repeatedly attempted to secure a meeting with FRANKLIN’s representatives following the back-to-school season. 27. 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, 28. | PLANET T provided the requested information with the understanding that it would bring forth a meeting with FRANKLIN and the records were confidential. 29. Yet, months passed without any communication from FRANKLIN until March of 2012. 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. 30. Due to the late notice, PLANET T had to buy the specialized goods late and pay more for expedited production and freight. 31. Ms. Bernardo committed to a meeting in September 2012 in order to secure the contract with PLANET T. However, no meeting ever occurred in September 2012. 32. In early October 2012, SZNITKEN, contacted PLANET T on behalf of FRANKLIN and requested a visit to PLANET T’s store with Ms. Bernardo. 33. 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. Page 4 of 3134. | SZNITKEN also advised that a meeting to “iron out” details of the parties’ plans going forward would soon be arranged. However, after a month or two of delay, on November 27, 2012, FRANKLIN requested sales information in preparation of a meeting for contract commitments. 35. 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. 36. 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. 37. It was later learned that SZNITKEN and ROGERS clearly intended to fraudulently obtain proprietary information from PLANET T. 38. 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. 39. 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. 40. Based upon the representations made by FRANKLIN, PLANET T ordered and currently possesses inventory specifically allotted to FRANKLIN that is valued at over $100,000.00. 41, 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 Page 5 of 31FRANKLIN’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, which was required according to the terms of their oral agreement. See February 25, 2013 letter attached hereto as Exhibit “B”. 42. 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. 43. FRANKLIN subsequently hired iUNIFORMS in place of PLANET T. 44. Since the retention of iUNIFORMS by FRANKLIN, numerous parents have complained about the lack of quality of the clothing and customer service provided by iUNIFORMS. 4s. In an attempt to mitigate iUNIFORMS’ poor performance and failures as a provider of school uniforms, on August 12, 2013, Dr. David L. Thomas, Chairman of the Board of Directors for FRANKLIN, sent a correspondence to all of the parents of the students at FRANKLIN apologizing for iUNIFORMS’ poor performance. In said correspondence, Dr. Thomas stated that FRANKLIN “heard many of the same concerns” about PLANET T as it heard about iUNIFORMS’ performance or lack thereof. Dr. Thomas’s comments were defamatory and intended to malign PLANET T with the hope that it would dull {UNIFORMS’ poor performance. 46. Subsequent to the filing of this lawsuit, PLANET T deposed SHELLOW, owner of {UNIFORMS, on April 30, 2015, and it was discovered that SHELLOW is merely a pawn, Page 6 of 31and 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 Cited Portions of Shellow Dep. Attached hereto as Exhibit «on SHELLOW has known ROGERS and SZNTKEN for approximately twenty (20) years; Shellow Dep. 21:25; 28:3-7, April 30, 2015 . Prior to the formation of iUNIFORMS, SHELLOW had no knowledge of the garment industry; SHELLOW learned of the business opportunity to start a uniform vendor business through discussions with ROGERS; Shellow Dep. 78:6-11, April 30, 2015 SHELLOW admitted that he does not know: the type of entity iUNIFORMS 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 . 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 iUNIFORMS 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 Page 7 of 31the Ioan, and that whenever ROGERS requests to be repaid, {UNIFORMS 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 UNIFORMS’ 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 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 . 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 . 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 Page 8 of 31i. SHELLOW admitted he knew there was a previous uniform vendor with FRANKLIN; Shellow Dep. 79:18-24, April 30, 2015 47. After the taking of the deposition, it was clear that {UNIFORMS was incorporated by ROGERS, DISCOVERY SCHOOLS, FRANKLIN, and SZNITKEN. 48. | 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. 49. Additionally, it was discovered that FRANKLIN took PLANET T’s work product information, the contract, and used it for i{UNIFORM’s contract. PLANET T paid an attorney to prepare the contract, and it was only given to FRANKLIN to facilitate a written contract between it in PLANET T. In fact, all email communication with PLANET T’s attorney and FRANKLIN included language that the email contained confidential information that may be legally privileged. 50. Further proof of UNIFORMS’ 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 i\UNIFORMS’ website ever existed. iUNIFORMS’ 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” 51. 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 Page 9 of 31whether 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 UNIFORMS, an address to a company that SHELLOW did not know of, is further proof of ROGERS’ involvement in incorporating iUNIFORMS. See Articles of Incorporation attached hereto as Exhibit “E”. 52. Due to Defendants’ actions, PLANET T has suffered damages. 53. Some counts below are pled in the alternative. COUNTI FRAUDULENT MISREPRESENTATION (against FRANKLIN only) Plaintiff re-alleges and re-incorporates by reference paragraphs | through 53 as if fully set forth herein. 54. | FRANKLIN made statements that it would sign a contract with PLANET T. Specifically, in March of 2011, Ivy Bernardo confirmed that FRANKLIN’s Board of Directors had approved PLANET T’s proposal to act as its exclusive uniform vendor and in response to said confirmation, PLANET T drafted a contract. FRANKLIN delayed the meeting to sign the contract until May of 2011. FRANKLIN had orally represented to PLANET T that it would sign the contract at their next meeting. At such meeting, ROGERS on behalf of FRANKLIN orally agreed that if PLANET T performed as promised, a contract would be immediately executed following the 2010-2011 back-to-school season. FRANKLIN performed as promised, yet no contract was executed following the 2010-2011 school season. 55. In the fall of 2011, PLANET T repeatedly attempted to secure a meeting with FRANKLIN’s representatives following the back-to-school season. Page 10 of 3156. 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. 57. PLANET T provided the requested information with the understanding that it would bring forth a meeting with FRANKLIN. 58. Further, on January 21, 2013, three days prior to a meeting allegedly to sign a contract for the upcoming school year, SZNITKEN on behalf of FRANKLIN, requested a full list of all styles, sizes, and colors of items that PLANET T provides for FRANKLIN. A contract was never signed. The aforementioned facts are material facts to the subject litigation. 59. FRANKLIN knew these statements were false when made. 60. | 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. 61. | FRANKLIN made the representations intending that PLANET T would rely on them and order specially made uniforms. 62. | PLANET T relied on the misrepresentations to its detriment. 63. 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 I FRAUDULENT MISREPRESENTATION (against ROGERS only) Page 11 of 31Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 53 as if fully set forth herein. 64. | ROGERS made statements allegedly on behalf of FRANKLIN, that FRANKLIN would sign a contract with PLANET T. Specifically, in March of 2011, ivy Bernardo confirmed that FRANKLIN’s Board of Directors had approved PLANET T’s proposal to act as its exclusive uniform vendor and in response to said confirmation, PLANET T drafted a contract. FRANKLIN delayed the meeting to sign the contract until May of 2011. ROGERS had orally represented to PLANET T that FRANKLIN would sign the contract at their next meeting. At such meeting, ROGERS on behalf of FRANKLIN orally agreed that if PLANET T performed as promised, a contract would be immediately executed following the 2010-2011 back-to-school season. FRANKLIN performed as promised, yet no contract was executed following the 2010- 2011 school season. 65. In the fall of 2011, PLANET T repeatedly attempted to secure a meeting with FRANKLIN’s representatives following the back-to-school season. 66. 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. 67. PLANET T provided the requested information with the understanding that it would bring forth a meeting with FRANKLIN. 68. Further, on January 21, 2013, three days prior to a meeting allegedly to sign a contract for the upcoming school year, SZNITKEN on behalf of FRANKLIN, requested a full list of all styles, sizes, and colors of items that PLANET T provides for FRANKLIN. A contract was never signed. The aforementioned facts are material facts to the subject litigation. Page 12 of 3169. 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. 70. | ROGERS knew these statements were false when made. 71. ROGERS made the false representations to fraudulently obtain proprietary information from PLANET T so that ROGERS and DISCOVERY SCHOOLS could incorporate a business identical to PLANET T’s with the information received and merely used FRANKLIN to mislead PLANET T and perpetrate a fraud. 72. ROGERS made the representations intending that PLANET T would rely on them and order specially made uniforms. 23. PLANET T relied on the misrepresentations to its detriment. 74. 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 53 as if fully set forth herein. 75. SZNITKEN made statements allegedly on behalf of FRANKLIN, that FRANKLIN would sign a contract with PLANET T. 76. On January 21, 2013, three days prior to a meeting allegedly to sign a contract for the upcoming school year, SZNITKEN on behalf of FRANKLIN, requested a full list of all Page 13 of 31styles, sizes, and colors of items that PLANET T provides for FRANKLIN. A contract was never signed. The aforementioned facts are material facts to the subject litigation. 77. 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. 78. | SZNITKEN knew these statements were false when made. 79. SZNITKEN made the false representations to fraudulently obtain proprietary information from PLANET T so that ROGERS and DISCOVERY SCHOOLS could incorporate a business identical to PLANET T’s with the information received and merely used FRANKLIN to mislead PLANET T and perpetrate a fraud. 80. SZNITKEN made the representations intending that PLANET T would rely on them and order specially made uniforms. 81. PLANET T relied on the misrepresentations to its detriment. 82. | 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 53 as if fully set forth herein. 83. | ROGERS and SZNITKEN made statements allegedly on behalf of FRANKLIN, that FRANKLIN would sign a contract with PLANET T. Specifically, in March of 2011, Ivy Bemardo confirmed that FRANKLIN’s Board of Directors had approved PLANET T’s proposal Page 14 of 31to act as its exclusive uniform vendor and in response to said confirmation, PLANET T drafted a contract. FRANKLIN delayed the meeting to sign the contract until May of 2011. FRANKLIN had orally represented to PLANET T that it would sign the contract at their next mecting. At such meeting, ROGERS on behalf of FRANKLIN orally agreed that if PLANET T performed as promised, a contract would be immediately executed following the 2010-2011 back-to-school season. FRANKLIN performed as promised, yet no contract was executed following the 2010- 2011 school season. 84. In the fall of 2011, PLANET T repeatedly attempted to secure a meeting with FRANKLIN’s representatives following the back-to-school season. 85. 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. 86. PLANET T provided the requested information with the understanding that it would bring forth a meeting with FRANKLIN. 87. Further, on January 21, 2013, three days prior to a meeting allegedly to sign a contract for the upcoming school year, SZNITKEN on behalf of FRANKLIN, requested a full list of all styles, sizes, and colors of items that PLANET T provides for FRANKLIN. A contract was never signed. The aforementioned facts are material facts to the subject litigation 88. | FRANKLIN was negligent in making these statements because it should have known the statements were false. 89. | FRANKLIN intended for PLANET T to rely on these statements so PLANET T would order the specially made uniforms. 90. | PLANET T justifiably relied on the false statements. 91. PLANET T suffered damages as a result. Page 15 of 31WHEREFORE, 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 V BREACH OF ORAL CONTRACT (Against FRANKLIN only) Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 53 as if fully set forth herein. 92. 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. 93. In reliance on FRANKLIN’s promise, PLANET T ordered specially manufactured uniforms for FRANKLIN. 94. On January 24, 2013, FRANKLIN advised PLANET T that the decision had been made not to continue with PLANET T. 95. 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. 96. Pursuant to Fla. Stat. §672.201(3)(a), a contract which does not satisfy the requirements of subsection (1), which requires a contract for the sale of goods for the price of $500 or more to be in writing, is still enforceable if the goods are to be specially manufactured for the buyer. Page 16 of 3197. As explained above, the oral contract called for specially manufactured uniforms for the buyer; thus, the oral contract does not have a Statute of Frauds issue. 98. 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 53 as if fully set forth herein. 99. On many separate occasions, as explained supra, FRANKLIN agreed to enter into a written contract with PLANET T. 100. 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. 101. FRANKLIN knew or should have reasonably expected its promise to induce PLANET T to order Franklin Academy Charter School custom made uniforms. 102. FRANKLIN’s promise induced PLANET T to order Franklin Academy Charter School custom made uniforms. 103. Based on FRANKLIN’s promise, PLANET T suffered damages. 104. 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. Page 17 of 31WHEREFORE, 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 Vil TORTIOUS INTERFERENCE WITH CONTRACTUAL RELATIONSHIP (Against {UNIFORMS only) Plaintiff re-alleges and re-incorporates by reference paragraphs | through 53 as if fully set forth herein. 105. 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. 106. iUNIFORMS had knowledge of PLANET T’s business relationship with FRANKLIN and knew PLANET T had legal rights. 107. iUNIFORMS intentionally and unjustifiably interfered with the business relationship. 108. 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 VU TORTIOUS INTERFERENCE WITH ADVANTAGEOUS BUSINESS RELATIONSHIP (Against iUNIFORMS only) Plaintiff re-alleges and re-incorporates by reference paragraphs | through 53 as if fully set forth herein. Page 18 of 31109. 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. 110. iUNIFORMS had knowledge of the business relationship. 111. iUNIFORMS intentionally and unjustifiably interfered with the business relationship. 112. 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 IX TERFERENCE WITH CONTRACTUAL RELATIONSHIP (Against SHELLOW only) TORTIO Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 53 as if fully set forth herein. 113. 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. 114, SHELLOW had knowledge of PLANET ‘T’s business relationship with FRANKLIN and knew PLANET T had legal rights. 115. SHELLOW intentionally and unjustifiably interfered with the business relationship. Page 19 of 31116. 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 UNIFORMS being incorporated and made in an individual capacity. 117. 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 X TORTIOUS INTERFERENCE WITH ADVANTAGEOUS BUSINESS RELATIONSHIP (Against SHELLOW only) Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 53 as if fully set forth herein. 118. 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. 119. SHELLOW had knowledge of the business relationship. 120. SHELLOW intentionally and unjustifiably interfered with the business relationship. 121. 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 20 of 31alter 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 UNIFORMS being incorporated and made in an individual capacity. 122. 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 53 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. 124. ROGERS had knowledge of PLANET T’s business relationship with FRANKLIN and knew PLANET T had legal rights. 125. ROGERS intentionally and unjustifiably interfered with the business relationship. 126. 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. ROGERS used iUNIFORMS and FRANKLIN fraudulently or for an improper purpose and the fraudulent or improper use of the corporation caused injury to Page 21 of 31PLANET T. Additionally, many of ROGERS’ acts were prior to iUNIFORMS being incorporated and made in an individual capacity. 127. 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 Xi TORTIOUS INTERFERENCE WITH ADVANTAGEOUS BUSINESS RELATIONSHIP (Against ROGERS only) Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 53 as if fully set forth herein. 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, ROGERS had knowledge of the business relationship. 130, ROGERS intentionally and unjustifiably interfered with the business relationship. 131. At all 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. 132. Due to ROGERS’ interference, PLANET T suffered damages. Page 22 of 31WHEREFORE, 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 XIII TORTIOUS INTERFERENCE WITH CONTRACTUAL RELATIONSHIP {Against SZNITKEN only) Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 53 as if fully set forth herein. 133. 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. 134. SZNITKEN had knowledge of PLANET T’s business relationship with FRANKLIN and knew PLANET T had legal rights. 135. SZNITKEN intentionally and unjustifiably interfered with the business relationship. 136. 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 SZNITKEN’s acts were made in an individual capacity. 137, 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. Page 23 of 31COUNT XIV TORTIOUS INTERFERENCE WITH ADVANTAGEOUS BUSINESS RELATIONSHIP (Against SZNITKEN only) Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 53 as if fully set forth herein. 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, SZNITKEN had knowledge of the business relationship. 140. SZNITKEN intentionally and unjustifiably interfered with the business relationship. 141. 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 SZNITKEN’s acts were made in an individual capacity. 142. 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 | through 53 as if fully set forth herein. Page 24 of 31143. 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. 144. DISCOVERY SCHOOLS had knowledge of PLANET T’s business relationship with FRANKLIN and knew PLANET T had legal rights. 145. DISCOVERY SCHOOLS intentionally and unjustifiably interfered with the business relationship. 146. 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 | through 53 as if fully set forth herein. 147, 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, 148. DISCOVERY SCHOOLS had knowledge of the business relationship. 149. DISCOVERY SCHOOLS intentionally and unjustifiably interfered with the business relationship. 150. Due to DISCOVERY SCHOOLS?’ interference, PLANET T suffered damages. Page 25 of 31WHEREFORE, 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 53 as if fully set forth herein. 151. PLANET T has trade secrets in its proven business model, method and technique of ordering inventory, pricing, and sales data. 152. ROGERS acquired trade secrets from PLANET T by improper means. 153. ROGERS misappropriated the trade secrets. 154. 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. 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. 155. 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. Page 26 of 31COUNT XVIII MISAPPROPRIATION OF TRADE SECRETS (Against SZNITKEN only) Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 53 as if fully set forth herein. 156. PLANET T has trade secrets in its proven business model, method and technique of ordering inventory, pricing, and sales data. 157. SZNITKEN acquired trade secrets from PLANET T by improper means. 158. SZNITKEN misappropriated the trade secrets. 159. 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 SZNITKEN’s acts were made in an individual capacity. 160. 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 53 as if fully set forth herein. 161. PLANET T has trade secrets in its proven business model, method and technique of ordering inventory, pricing, and sales data. 162. The trade secrets from PLANET T were acquired by improper means. Page 27 of 31163. SHELLOW knew or should have known the trade secrets were acquired by improper means. 164. _SHELLOW misappropriated the trade secrets. 165. At all 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. SHELLOW used iUNIFORMS fraudulently or for an improper purpose 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. 166. 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 iUNIFORMS only) Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 53 as if fully set forth herein. 167. PLANET T has trade secrets in its proven business model, method and technique of ordering inventory, pricing, and sales data. 168. The trade secrets from PLANET T were acquired by improper means. 169. iUNIFORMS knew or should have known the trade secrets were acquired by improper means. Page 28 of 31170, iUNIFORMS misappropriated the trade secrets. 171. 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 53 as if fully set forth herein. 172. PLANET T has trade secrets in its proven business model, method and technique of ordering inventory, pricing, and sales data. 173. The trade secrets from PLANET T were acquired by improper means. 174, DISCOVERY SCHOOLS knew or should have known the trade secrets were acquired by improper means. 175. DISCOVERY SCHOOLS misappropriated the trade secrets. 176. 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 29 of 31COUNT Xx MISAPPROPRIATION OF TRADE SECRETS (Against FRANKLIN only) Plaintiff re-alleges and re-incorporates by reference paragraphs 1 through 53 as if fully set forth herein. 177. PLANET T has trade secrets in its proven business model, method and technique of ordering inventory, pricing, and sales data. 178. The trade secrets from PLANET T were acquired by improper means. 179. FRANKLIN knew or should have known the trade secrets were acquired by improper means. 180. FRANKLIN misappropriated the trade secrets. 181. Due to FRANKLIN’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, 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. DEMAND FOR JURY TRIAL PLANET T UNIFORMS, INC. demands a trial by jury for all matters so triable. (SIGNATURE ON FOLLOWING PAGE) Page 30 of 31AGREEMENT FOR SALE OF SCHOOL UNIFORMS BETWEEN PLANET T UNIFORMS, INC. AND FLORIDA FOUNDATION, INC. This AGREEMENT FOR SALE OF SCHOOL UNIFORMS (hereinafter "Agreement"), dated April ___, 2011, is entered into between PLANET T UNIFORMS, INC. (hereinafter "Planet T”), whose address is 2214 Flamingo Road, Pembroke Pines, FL 33028, and FLORIDA CHARTER FOUNDATION, INC., d/b/a FRANKLIN ACADEMY {hereinafter “Franklin Academy”), whose address is 20—SE~-3" Avenue! 8243 Pines Blvd. Pembroke Pines, FL 33029, Fert-bauderdale-FL33314, and sets forth the terms and conditions under which will Planet T sell its full line of school uniforms to the parents of Franklin Academy’s students. 1 SCOPE OF AGREEMENT Subject to the provisions of this Agreement, Franklin Academy agrees to permit Planet T to sell its mutually approved items of schoo! uniforms 10 eaeh-ef-its-Charter-Seheels “Franklin Aeademy*s-Academ Charter Schoo! will be located at 18243-1 8800 Pines Boulevard, Pembroke Pines, FL 33029, which i is for students from K to * grade, and is scheduled to open in the Fall ll of 2. TERM AND TERMINATION (a) The Initial Term of this Agreement shall be for a period of four-two (42) years from the date that the Agreement is executed. We did not discuss terms of agreement. I suggest initial two years. ) FE pall-b fe dditionalterm-of (c) Notwithstanding anything to the contrary contained herein, this Agreement may be terminated by cither Party, should it believe that the other Party breached the Agreement, after the non-breaching Party has provided the other Party with at least forty (4510) days written notice of the breach and the opportunity to cure same. (a) Upon termination of this Agreement, Planet T shall be permitted to sell off school uniform items specifically for Franklin Academy at any discount rate that Planet T deems appropriate or it may be permitted to sell its inventory to the new vendor at any rate agreeable between Planet T and the new vendor.Agreeme