Preview
FILED: NASSAU COUNTY CLERK 06/23/2020 10:44 AM INDEX NO. 606216/2020
NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/23/2020
SUPREME COURT OF THE STATE OF NEW YORK Index No.
COUNTY OF NASSAU Date Filed:
----------------------------------------x
FORA FINANCIAL ADVANCE, LLC, Plaintiff designates Nassau
County as the place of trial
Plaintiff,
The basis of the venue is plaintiff's
- against - residence
SUMMONS
AIR QUALITY, LLC d/b/a AIR QUALITY, LLC and
BRUCE TURNBULL, Plaintiff maintains offices at:
8th 1th
519 Avenue 1 Floor
Defendants. New York, New York 10018
----------------------------------------x
To the above-named Defendants:
YOU ARE HEREBY SUMMONED to answer the annexed complaint in this action and to serve
a copy of your answer, or, if the complaint is not served with this summons, to serve a notice of appearance,
on the Plaintiff's Attorneys within 20 days after the service of this summons, exclusive of the day of service
(or within 30 days after the service is complete if this summons is not personally delivered to you within
the State of New York); and in case of your failure to appear or answer, judgment will be taken against you
by default for the relief demanded in the complaint.
Dated: Brooklyn, New York
June 22, 2020
The Johnson Law Office, P.C.
Attorneys for Plaintiff
By:
Robert W. Jdbnsdn, Esq.
91 18 Third Avenue
Brooklyn, New York 1 1209
(718) 745-5530
Defendants'
Address:
AIR QUALITY, LLC
d/b/a AIR QUALITY, LLC
1 10 WETHERSFIELD DR
WARWICK, RI 02886
BRUCE TURNBULL
1 1 KEARSARGE DRIVE
CRANSTON, RI 02920
- 1 -
1 of 9
FILED: NASSAU COUNTY CLERK 06/23/2020 10:44 AM INDEX NO. 606216/2020
NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/23/2020
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NASSAU
-----------------------------------------x
FORA FINANCIAL ADVANCE, LLC, Index No.
Date Filed:
Plaintiff,
VERIFIED COMPLAINT
- against -
AIR QUALITY, LLC d/b/a AIR QUALITY, LLC and
BRUCE TURNBULL
Defendants.
........-------------------------------X
Plaintiff, FORA FINANCIAL ADVANCE, LLC, by its attorneys, The Johnson
Law Office, P.C., as and for its Complaint, alleges as follows:
1. Plaintiff, FORA FINANCIAL ADVANCE, LLC (or "Purchaser") is a New
York limited liability company and is authorized to do business in the State of New York.
2. Defendant, AIR QUALITY, LLC d/b/a AIR QUALITY, LLC ("AIR
QUALITY"
or "Seller") is a Rhode Island limited liability company.
("TURNBULL"
3. Defendant, BRUCE TURNBULL or "Guarantor") is a
resident of the State of Rhode Island.
ALLEGATIONS COMMON TO ALL CAUSES OF ACTION
4. Plaintiff Purchaser is in the business of providing working capital to small
and medium-sized businesses through purchases of future sales by merchant sellers which sales
are generated by cash transactions, check, bank ACH and other electronic transfers, credit card,
debit card, bank card, charge card and other means (hereafter "Future Sale Proceeds").
5. On or about January 23, 2020, Plaintiff, as Purchaser, and Defendant ("AIR
QUALITY"), as Seller entered into a Purchase and Sale of Future Receivables Agreement
- 2 -
2 of 9
FILED: NASSAU COUNTY CLERK 06/23/2020 10:44 AM INDEX NO. 606216/2020
NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/23/2020
(Revenue (the "Agreement"), pursuant to which Purchaser purchased 11.9% (the
Advance)
"Purchased of Future Sale Proceeds from Seller, until Purchaser has received the sum
Percentage")
of $77,182.00 (the "Purchased Amount") in exchange for an immediate lump-sum cash payment
of $51,800.00 (the "Purchase Price") from Purchaser. A copy of the Agreement is annexed hereto
and made a part hereof as Exhibit A.
6. with the execution of the Agreement, in order to induce
Simultaneously
Purchaser to enter into the Agreement, among other things, Guarantor executed a Performance
(the "Guaranty"), found in Paragraph 29 of the Agreement, whereby Guarantor
Guaranty
personally and unconditionally guaranteed the performance by Seller of its obligations under the
Agreement.
7. On or about January 23, 2020, Purchaser paid Seller the Purchase Price, less
an agreed upon Processing Fee of $1,295.00, and as a result thereof, Purchaser became the sole
and absolute owner of the Future Sale Proceeds, with all right, title and interest therein.
8. Pursuant to Section 1.1 (a) of the Agreement, Seller agreed to "(i) to deposit
all Future Sale Proceeds into the Bank Account(s) identified in Exhibit A attached hereto ("the
Bank Account") (ii) to identify for Purchaser in Exhibit A all other existing and future Bank
Accounts maintained or used by Seller, (iii) not to deposit any funds into the Bank Account other
than future Sale Proceeds, or, if any such deposits are made, to notify Seller as soon as practicable;
(iv) to enter into a Credit card processing agreement reasonably acceptable to and approved by the
Processor,"
Purchaser with a Credit Card Processor (the "Credit Card who shall serve as Seller's
sole Credit Card Processor), in order to obtain Credit card processing services, and instruct the
Credit Card Processor to deposit all Credit Card receipts of Seller into the Bank Account. At
Seller's request, Purchaser may review any Credit Card processing agreement that Seller has
- 3 -
3 of 9
FILED: NASSAU COUNTY CLERK 06/23/2020 10:44 AM INDEX NO. 606216/2020
NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/23/2020
entered into before the date of this Agreement, and Purchaser may approve any Credit Card
agreement at Purchaser's sole discretion. The effective date of this Agreement is the
processing
date on which Purchaser signs this Agreement".
9. Pursuant to Section 1.1 (b) of the Agreement, Seller agreed to "...maintain
the Bank Account until all obligations are satisfied under this Agreement. Additionally, Seller will
ensure that all funds from future Sale Proceeds are deposited in, or otherwise credited to,
arising
the Remittance Account(s), as defined in Exhibit A, including, without limitation, by: (i)
all cash, checks and money orders into the Remittance Account(s) no later than the
depositing
business day following the business day upon which any of these items are received by Seller; (ii)
directing all EFTs relating to future Receivables to be directly deposited into the Remittance
Account(s); and (iii) directing all of Seller's card processors to directly deposit all card payments
into the Remittance Account(s). Seller will not permit any event to occur that could cause a
diversion of any funds from the Remittance Account(s) to any other account or entity. Seller will
provide Purchaser and/or its authorized agents with all information and authorizations that are
necessary for verifying Future Sale Proceeds, receipts, deposits into and withdrawals from the
Remittance Account(s)".
10. Section 1.1 (c) of the Agreement states that: "Seller and Purchaser
acknowledge and agree that the Purchase Price paid by Purchaser in exchange for the
Purchased Ameunt of Future Sale Pracceds is a purchase of the Purchased Amount and is
not intended to be, nor shall it be construed as, a loan from Purchaser to Seller. Each future
Sale Proceeds purchased by Purchaser hercandcr represents a bona fide sale by Seller to a
customer. Future Sale Proceeds purchased by Purchaser shall be owned by Seller free and
encumbrances."
dear of all
- 4 -
4 of 9
FILED: NASSAU COUNTY CLERK 06/23/2020 10:44 AM INDEX NO. 606216/2020
NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/23/2020
11. Section 1.1 (d) of the Agreement states that: "There is no interest rate or
payment schcdulc and no time period during which the Purchased Ameunt must be cellected
Purchaser. Seller bankrupt or going out of business, in and of itself, does not
by going
constitute a breach of this Agrcemêñt. Purchaser is entering into this Agrccment knowing
the risks that Seller's business may slow down or fail, and Purchaser assumes these risks
based on Seller's representations, warranties and covenants in this Agrccmcat, which are
designed to give Purchaser a reasonable and fair opportunity to receive the benefit of its
bargain."
12. Pursuant to the terms and conditions of the Agreement, Purchaser is to
recoup the Purchased Amount each week (the "Remittance Frequency") at a Remittance Amount
of $2,086.00 from the Remittance Account(s) until such time as Purchaser has received the
Purchased Amount.
13. Pursuant to Section 1.3 (a), Seller authorizes Purchaser to initiate electronic
checks or ACH transfers from the Bank Account according to the Remittance Frequency in an
amount not to exceed the Remittance Amount.
14. Pursuant to Sections 1.3 (b) and (c), either party may give written notice to
the other party requesting a look-back to determine whether Purchaser received an amount greater
or lesser than the Purchased Percentage of Seller's Future Sale Proceeds during the look-back
period, and if a determination is made that a greater or lesser amount than the Purchase Percentage
has been received by Purchaser, and Seller otherwise complies with the provisions of Section 1.3
of the Agreement, a Remittance Adjustment is effected.
15. Pursuant to Section 4 of the Agreement, Seller authorizes Purchaser to
initiate electronic check or ACH transfers equal to the Purchased Percentage of all Future Sale
- 5 -
5 of 9
FILED: NASSAU COUNTY CLERK 06/23/2020 10:44 AM INDEX NO. 606216/2020
NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/23/2020
Proceeds of Seller which authorization continues until Purchaser receives an amount equal to the
Purchased Amount or Seller's obligations under the Agreement or are otherwise terminated
pursuant to the terms and conditions of the Agreement.
16. Section 6 of the Agreement sets forth the acts or omissions of Seller which
constitute a default thereunder, including, without limitation, that Seller fails to maintain the Bank
Accounts or opens a new bank account to deposit Receivables without first obtaining Purchaser's
consent, and that the Seller makes an act or omission that has the result of interfering with or
circumventing, the remittance to Purchaser of any amount due under the Agreement, including,
but not limited to, "(i) conducting business under an alternative name; (ii) depositing Receivables
into any bank accounts other than the Bank Accounts; (iii) encouraging customers to make
payments by cash that Seller fails to deposit into the Bank Accounts; or (iv) manipulating the use
and form of business entities for the purpose of avoiding Seller's obligations under this
Agreement."
Section 6 also indicates that Seller will be in default under 6.1(a) if "Seller fails to
make any required remittance of Future Sales Proceeds when due except as otherwise permitted
Agreement."
by this
17. Pursuant to Section 6.2 of the Agreement, upon an Event of Default, among
other remedies, all amounts of the Purchased Amount that have not yet been delivered to Purchaser
shall be immediately due and payable, including all Receivables or Future Sales Proceeds, until
the entire Outstanding Purchased Amount, fees and deficiencies are fully remitted.
18. Pursuant to Section 6.2 (c) of the Agreement, Purchaser may recover from
attorneys'
Seller its reasonable fees and all out-of-pocket costs in enforcing the Agreement.
19. On or about February 4, 2020, Seller failed to make a Remittance,
constituting an Event of Default under the Agreement.
- 6-
6 of 9
FILED: NASSAU COUNTY CLERK 06/23/2020 10:44 AM INDEX NO. 606216/2020
NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/23/2020
20. Thereafter, Purchaser duly demanded that Seller and Guarantor cure said
default which Seller and Guarantor failed to do.
AS AND FOR A FIRST CAUSE OF ACTION
FOR BREACH OF CONTRACT
21. By reason of the foregoing, Seller has breached the Agreement, causing all
of the Outstanding Purchased Amount that have not yet been delivered to Purchaser to be
immediately due and payable, including all Receivables or Future Sales Proceeds.
22. Plaintiff performed all of the obligations it was required to perform under
the Agreement.
23. By reason the foregoing, Plaintiff is entitled to recover damages under the
Agreement in an amount equal to the unremitted Purchased Amount which is $75,096.00.
AS AND FOR A SECOND CAUSE OF ACTION
FOR BREACH OF PERFORMANCE GUARANTY
24. By reason of the foregoing, Guarantor has breached the Guaranty.
25. By reason the foregoing, Plaintiff is entitled to recover damages under the
Guaranty equal to its damages under the Agreement; to wit: an amount equal to the unremitted
Purchased Amount which is $75,096.00
AS AND_FOR A THIRD CAUSE OF ACTION
FOR CONVERSION
26. In contravention of Plaintiffs ownership rights in the Purchased Percentage
of the Receivables and Future Sale Proceeds generated by Seller, Seller intentionally and
knowingly retained and refused to remit to Plaintiff the Percentage of the Receivables and Future
Sale Proceeds after February 4, 2020.
- 7 -
7 of 9
FILED: NASSAU COUNTY CLERK 06/23/2020 10:44 AM INDEX NO. 606216/2020
NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/23/2020
27. Defendant Seller claimed legal ownership or an immediate superior right of
possession to, and have exercised dominion over the Percentage of the Receivables and Future
Sale Proceeds, and such dominion over the Percentage ofthe Receivables and Future Sale Proceeds
was and continues to be intentional and with willful and knowing disregard of Plaintiff's
ownership rights therein.
28. Plaintiff has demanded that defendant Seller remit the Percentage of the
Receivables and Future Sale Proceeds to Plaintiff, but Defendant refused.
29. By reason of the foregoing, defendant Seller converted the Percentage of
the Receivables and Future Sale Proceeds and is liable to Plaintiff for damages caused by such
conversion in an amount equal to $75,096.00.
AS AND FOR A FOURTH CAUSE OF ACTION
FOR ACCOUNT STATED
30. Prior hereto, an account was stated between Purchaser and Seller for the
unremitted Purchased Amount and upon the account stated it was found that there was due to
plaintiff from defendant the sum of $75,096.00
31. Seller did not object to said statement and the sum stated remains unpaid,
although the same has been demanded.
32. By reason the foregoing, Plaintiff is entitled to recover damages of
$75,096.00.
WHEREFORE, plaintiff demands judgment in the:
1. First Cause of Action, against Defendant, AIR QUALITY, LLC d/b/a AIR
QUALITY, LLC in the amount of $75,096.00 together with all the costs, judgment interest, and
attorneys'
reasonable fees and disbursements of these actions;
-8 -
8 of 9
FILED: NASSAU COUNTY CLERK 06/23/2020 10:44 AM INDEX NO. 606216/2020
NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/23/2020
2. On the Second Cause of Action, against Defendant, BRUCE
TURNBULL/GUARANTOR, in the amount of $75,096.00 together with all the costs, judgment
attorneys'
interest, and reasonable fees as provided by the terms and conditions of the Agreement,
and disbursements of these actions;
3. On the Third Cause of Action, against Defendant, AIR QUALITY, LLC
d/b/a AIR QUALITY, LLC in the amount of $75,096.00, together with all the costs, judgment
attorneys'
interest, and reasonable fees as provided by the terms and conditions of the Agreement,
and disbursements of these actions;
4. On the Fourth Cause of Action, against Defendant, AIR QUALITY, LLC
d/b/a AIR QUALITY, LLC in the amount of $75,096.00, together with all the costs, judgment
attorneys'
interest, and reasonable fees as provided by the terms and conditions of the Agreement,
and disbursements of these actions;
attorneys'
5. Plaintiff's reasonable fees, as provided by the terms and
conditions of the Agreement.
6. Plaintiff's costs and expenses and such other and further relief as the court
may deem just and proper.
Dated: Brooklyn, New York
June 22, 2020
The Johnson Law Office, P.C.
Attorneys for Plaintiff
By:
Robert . J son, Esq.
9118 Thir Avenue
Brooklyn, New York 11209
(718) 745-5530
- 9 -
9 of 9
Preview
FILED: NASSAU COUNTY CLERK 06/23/2020 10:44 AM INDEX NO. 606216/2020 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/23/2020 SUPREME COURT OF THE STATE OF NEW YORK Index No. COUNTY OF NASSAU Date Filed: ----------------------------------------x FORA FINANCIAL ADVANCE, LLC, Plaintiff designates Nassau County as the place of trial Plaintiff, The basis of the venue is plaintiff's - against - residence SUMMONS AIR QUALITY, LLC d/b/a AIR QUALITY, LLC and BRUCE TURNBULL, Plaintiff maintains offices at: 8th 1th 519 Avenue 1 Floor Defendants. New York, New York 10018 ----------------------------------------x To the above-named Defendants: YOU ARE HEREBY SUMMONED to answer the annexed complaint in this action and to serve a copy of your answer, or, if the complaint is not served with this summons, to serve a notice of appearance, on the Plaintiff's Attorneys within 20 days after the service of this summons, exclusive of the day of service (or within 30 days after the service is complete if this summons is not personally delivered to you within the State of New York); and in case of your failure to appear or answer, judgment will be taken against you by default for the relief demanded in the complaint. Dated: Brooklyn, New York June 22, 2020 The Johnson Law Office, P.C. Attorneys for Plaintiff By: Robert W. Jdbnsdn, Esq. 91 18 Third Avenue Brooklyn, New York 1 1209 (718) 745-5530 Defendants' Address: AIR QUALITY, LLC d/b/a AIR QUALITY, LLC 1 10 WETHERSFIELD DR WARWICK, RI 02886 BRUCE TURNBULL 1 1 KEARSARGE DRIVE CRANSTON, RI 02920 - 1 - 1 of 9 FILED: NASSAU COUNTY CLERK 06/23/2020 10:44 AM INDEX NO. 606216/2020 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/23/2020 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NASSAU -----------------------------------------x FORA FINANCIAL ADVANCE, LLC, Index No. Date Filed: Plaintiff, VERIFIED COMPLAINT - against - AIR QUALITY, LLC d/b/a AIR QUALITY, LLC and BRUCE TURNBULL Defendants. ........-------------------------------X Plaintiff, FORA FINANCIAL ADVANCE, LLC, by its attorneys, The Johnson Law Office, P.C., as and for its Complaint, alleges as follows: 1. Plaintiff, FORA FINANCIAL ADVANCE, LLC (or "Purchaser") is a New York limited liability company and is authorized to do business in the State of New York. 2. Defendant, AIR QUALITY, LLC d/b/a AIR QUALITY, LLC ("AIR QUALITY" or "Seller") is a Rhode Island limited liability company. ("TURNBULL" 3. Defendant, BRUCE TURNBULL or "Guarantor") is a resident of the State of Rhode Island. ALLEGATIONS COMMON TO ALL CAUSES OF ACTION 4. Plaintiff Purchaser is in the business of providing working capital to small and medium-sized businesses through purchases of future sales by merchant sellers which sales are generated by cash transactions, check, bank ACH and other electronic transfers, credit card, debit card, bank card, charge card and other means (hereafter "Future Sale Proceeds"). 5. On or about January 23, 2020, Plaintiff, as Purchaser, and Defendant ("AIR QUALITY"), as Seller entered into a Purchase and Sale of Future Receivables Agreement - 2 - 2 of 9 FILED: NASSAU COUNTY CLERK 06/23/2020 10:44 AM INDEX NO. 606216/2020 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/23/2020 (Revenue (the "Agreement"), pursuant to which Purchaser purchased 11.9% (the Advance) "Purchased of Future Sale Proceeds from Seller, until Purchaser has received the sum Percentage") of $77,182.00 (the "Purchased Amount") in exchange for an immediate lump-sum cash payment of $51,800.00 (the "Purchase Price") from Purchaser. A copy of the Agreement is annexed hereto and made a part hereof as Exhibit A. 6. with the execution of the Agreement, in order to induce Simultaneously Purchaser to enter into the Agreement, among other things, Guarantor executed a Performance (the "Guaranty"), found in Paragraph 29 of the Agreement, whereby Guarantor Guaranty personally and unconditionally guaranteed the performance by Seller of its obligations under the Agreement. 7. On or about January 23, 2020, Purchaser paid Seller the Purchase Price, less an agreed upon Processing Fee of $1,295.00, and as a result thereof, Purchaser became the sole and absolute owner of the Future Sale Proceeds, with all right, title and interest therein. 8. Pursuant to Section 1.1 (a) of the Agreement, Seller agreed to "(i) to deposit all Future Sale Proceeds into the Bank Account(s) identified in Exhibit A attached hereto ("the Bank Account") (ii) to identify for Purchaser in Exhibit A all other existing and future Bank Accounts maintained or used by Seller, (iii) not to deposit any funds into the Bank Account other than future Sale Proceeds, or, if any such deposits are made, to notify Seller as soon as practicable; (iv) to enter into a Credit card processing agreement reasonably acceptable to and approved by the Processor," Purchaser with a Credit Card Processor (the "Credit Card who shall serve as Seller's sole Credit Card Processor), in order to obtain Credit card processing services, and instruct the Credit Card Processor to deposit all Credit Card receipts of Seller into the Bank Account. At Seller's request, Purchaser may review any Credit Card processing agreement that Seller has - 3 - 3 of 9 FILED: NASSAU COUNTY CLERK 06/23/2020 10:44 AM INDEX NO. 606216/2020 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/23/2020 entered into before the date of this Agreement, and Purchaser may approve any Credit Card agreement at Purchaser's sole discretion. The effective date of this Agreement is the processing date on which Purchaser signs this Agreement". 9. Pursuant to Section 1.1 (b) of the Agreement, Seller agreed to "...maintain the Bank Account until all obligations are satisfied under this Agreement. Additionally, Seller will ensure that all funds from future Sale Proceeds are deposited in, or otherwise credited to, arising the Remittance Account(s), as defined in Exhibit A, including, without limitation, by: (i) all cash, checks and money orders into the Remittance Account(s) no later than the depositing business day following the business day upon which any of these items are received by Seller; (ii) directing all EFTs relating to future Receivables to be directly deposited into the Remittance Account(s); and (iii) directing all of Seller's card processors to directly deposit all card payments into the Remittance Account(s). Seller will not permit any event to occur that could cause a diversion of any funds from the Remittance Account(s) to any other account or entity. Seller will provide Purchaser and/or its authorized agents with all information and authorizations that are necessary for verifying Future Sale Proceeds, receipts, deposits into and withdrawals from the Remittance Account(s)". 10. Section 1.1 (c) of the Agreement states that: "Seller and Purchaser acknowledge and agree that the Purchase Price paid by Purchaser in exchange for the Purchased Ameunt of Future Sale Pracceds is a purchase of the Purchased Amount and is not intended to be, nor shall it be construed as, a loan from Purchaser to Seller. Each future Sale Proceeds purchased by Purchaser hercandcr represents a bona fide sale by Seller to a customer. Future Sale Proceeds purchased by Purchaser shall be owned by Seller free and encumbrances." dear of all - 4 - 4 of 9 FILED: NASSAU COUNTY CLERK 06/23/2020 10:44 AM INDEX NO. 606216/2020 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/23/2020 11. Section 1.1 (d) of the Agreement states that: "There is no interest rate or payment schcdulc and no time period during which the Purchased Ameunt must be cellected Purchaser. Seller bankrupt or going out of business, in and of itself, does not by going constitute a breach of this Agrcemêñt. Purchaser is entering into this Agrccment knowing the risks that Seller's business may slow down or fail, and Purchaser assumes these risks based on Seller's representations, warranties and covenants in this Agrccmcat, which are designed to give Purchaser a reasonable and fair opportunity to receive the benefit of its bargain." 12. Pursuant to the terms and conditions of the Agreement, Purchaser is to recoup the Purchased Amount each week (the "Remittance Frequency") at a Remittance Amount of $2,086.00 from the Remittance Account(s) until such time as Purchaser has received the Purchased Amount. 13. Pursuant to Section 1.3 (a), Seller authorizes Purchaser to initiate electronic checks or ACH transfers from the Bank Account according to the Remittance Frequency in an amount not to exceed the Remittance Amount. 14. Pursuant to Sections 1.3 (b) and (c), either party may give written notice to the other party requesting a look-back to determine whether Purchaser received an amount greater or lesser than the Purchased Percentage of Seller's Future Sale Proceeds during the look-back period, and if a determination is made that a greater or lesser amount than the Purchase Percentage has been received by Purchaser, and Seller otherwise complies with the provisions of Section 1.3 of the Agreement, a Remittance Adjustment is effected. 15. Pursuant to Section 4 of the Agreement, Seller authorizes Purchaser to initiate electronic check or ACH transfers equal to the Purchased Percentage of all Future Sale - 5 - 5 of 9 FILED: NASSAU COUNTY CLERK 06/23/2020 10:44 AM INDEX NO. 606216/2020 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/23/2020 Proceeds of Seller which authorization continues until Purchaser receives an amount equal to the Purchased Amount or Seller's obligations under the Agreement or are otherwise terminated pursuant to the terms and conditions of the Agreement. 16. Section 6 of the Agreement sets forth the acts or omissions of Seller which constitute a default thereunder, including, without limitation, that Seller fails to maintain the Bank Accounts or opens a new bank account to deposit Receivables without first obtaining Purchaser's consent, and that the Seller makes an act or omission that has the result of interfering with or circumventing, the remittance to Purchaser of any amount due under the Agreement, including, but not limited to, "(i) conducting business under an alternative name; (ii) depositing Receivables into any bank accounts other than the Bank Accounts; (iii) encouraging customers to make payments by cash that Seller fails to deposit into the Bank Accounts; or (iv) manipulating the use and form of business entities for the purpose of avoiding Seller's obligations under this Agreement." Section 6 also indicates that Seller will be in default under 6.1(a) if "Seller fails to make any required remittance of Future Sales Proceeds when due except as otherwise permitted Agreement." by this 17. Pursuant to Section 6.2 of the Agreement, upon an Event of Default, among other remedies, all amounts of the Purchased Amount that have not yet been delivered to Purchaser shall be immediately due and payable, including all Receivables or Future Sales Proceeds, until the entire Outstanding Purchased Amount, fees and deficiencies are fully remitted. 18. Pursuant to Section 6.2 (c) of the Agreement, Purchaser may recover from attorneys' Seller its reasonable fees and all out-of-pocket costs in enforcing the Agreement. 19. On or about February 4, 2020, Seller failed to make a Remittance, constituting an Event of Default under the Agreement. - 6- 6 of 9 FILED: NASSAU COUNTY CLERK 06/23/2020 10:44 AM INDEX NO. 606216/2020 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/23/2020 20. Thereafter, Purchaser duly demanded that Seller and Guarantor cure said default which Seller and Guarantor failed to do. AS AND FOR A FIRST CAUSE OF ACTION FOR BREACH OF CONTRACT 21. By reason of the foregoing, Seller has breached the Agreement, causing all of the Outstanding Purchased Amount that have not yet been delivered to Purchaser to be immediately due and payable, including all Receivables or Future Sales Proceeds. 22. Plaintiff performed all of the obligations it was required to perform under the Agreement. 23. By reason the foregoing, Plaintiff is entitled to recover damages under the Agreement in an amount equal to the unremitted Purchased Amount which is $75,096.00. AS AND FOR A SECOND CAUSE OF ACTION FOR BREACH OF PERFORMANCE GUARANTY 24. By reason of the foregoing, Guarantor has breached the Guaranty. 25. By reason the foregoing, Plaintiff is entitled to recover damages under the Guaranty equal to its damages under the Agreement; to wit: an amount equal to the unremitted Purchased Amount which is $75,096.00 AS AND_FOR A THIRD CAUSE OF ACTION FOR CONVERSION 26. In contravention of Plaintiffs ownership rights in the Purchased Percentage of the Receivables and Future Sale Proceeds generated by Seller, Seller intentionally and knowingly retained and refused to remit to Plaintiff the Percentage of the Receivables and Future Sale Proceeds after February 4, 2020. - 7 - 7 of 9 FILED: NASSAU COUNTY CLERK 06/23/2020 10:44 AM INDEX NO. 606216/2020 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/23/2020 27. Defendant Seller claimed legal ownership or an immediate superior right of possession to, and have exercised dominion over the Percentage of the Receivables and Future Sale Proceeds, and such dominion over the Percentage ofthe Receivables and Future Sale Proceeds was and continues to be intentional and with willful and knowing disregard of Plaintiff's ownership rights therein. 28. Plaintiff has demanded that defendant Seller remit the Percentage of the Receivables and Future Sale Proceeds to Plaintiff, but Defendant refused. 29. By reason of the foregoing, defendant Seller converted the Percentage of the Receivables and Future Sale Proceeds and is liable to Plaintiff for damages caused by such conversion in an amount equal to $75,096.00. AS AND FOR A FOURTH CAUSE OF ACTION FOR ACCOUNT STATED 30. Prior hereto, an account was stated between Purchaser and Seller for the unremitted Purchased Amount and upon the account stated it was found that there was due to plaintiff from defendant the sum of $75,096.00 31. Seller did not object to said statement and the sum stated remains unpaid, although the same has been demanded. 32. By reason the foregoing, Plaintiff is entitled to recover damages of $75,096.00. WHEREFORE, plaintiff demands judgment in the: 1. First Cause of Action, against Defendant, AIR QUALITY, LLC d/b/a AIR QUALITY, LLC in the amount of $75,096.00 together with all the costs, judgment interest, and attorneys' reasonable fees and disbursements of these actions; -8 - 8 of 9 FILED: NASSAU COUNTY CLERK 06/23/2020 10:44 AM INDEX NO. 606216/2020 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/23/2020 2. On the Second Cause of Action, against Defendant, BRUCE TURNBULL/GUARANTOR, in the amount of $75,096.00 together with all the costs, judgment attorneys' interest, and reasonable fees as provided by the terms and conditions of the Agreement, and disbursements of these actions; 3. On the Third Cause of Action, against Defendant, AIR QUALITY, LLC d/b/a AIR QUALITY, LLC in the amount of $75,096.00, together with all the costs, judgment attorneys' interest, and reasonable fees as provided by the terms and conditions of the Agreement, and disbursements of these actions; 4. On the Fourth Cause of Action, against Defendant, AIR QUALITY, LLC d/b/a AIR QUALITY, LLC in the amount of $75,096.00, together with all the costs, judgment attorneys' interest, and reasonable fees as provided by the terms and conditions of the Agreement, and disbursements of these actions; attorneys' 5. Plaintiff's reasonable fees, as provided by the terms and conditions of the Agreement. 6. Plaintiff's costs and expenses and such other and further relief as the court may deem just and proper. Dated: Brooklyn, New York June 22, 2020 The Johnson Law Office, P.C. Attorneys for Plaintiff By: Robert . J son, Esq. 9118 Thir Avenue Brooklyn, New York 11209 (718) 745-5530 - 9 - 9 of 9