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COMMONWEALTH OF MASSACHUSETTS
Suffolk, SS Superior Court Department
Of the Trial Court
)
Baystate Financial Services, LLC, )
and Baystate Wealth Management, LLC, )
)
Plaintiffs, )
) +
v ) Civil Action No. 2 0 50 Oo TE
) =
) ~
Gregory Pinto, Patrick Hinton, ) 8
David Wagner and Jack Heintzelman, ) z=
y S
Defendants. ) ny
oD 7
U0
COMPLAINT ‘e
Anjunctive Relief Requested)
Introduction
1. This is an action for injunctive relief and for damages for breach of contract,
breach of restrictive covenants and interference with contractual and advantageous
relations against all defendants and for breach of fiduciary duties against the defendant,
Gregory Pinto.
2. In direct violation of their contractual obligations not to solicit anyone to leave
Baystate Financial Services, LLC (“Baystate”), each of the defendants solicited, induced,
persuaded, encouraged or assisted one or more people to terminate their relationship with
Baystate and affiliate with a competitor. In addition, while an owner and profit
participant with Baystate Wealth Management, LLC (“BWM”), Gregory Pinto breached
his fiduciary duties to BWM, thereby causing significant damage to BWM for which heis legally responsible. The plaintiffs seek in excess of $3,000,000.00 from all defendants
(individually and collectively), and an additional $500,000 from Gregory Pinto alone.
The Parties
3. Baystate is a Massachusetts limited liability corporation with a principal place of
business at 200 Clarendon Street, 19" Floor, Boston, MA 02116. Baystate is a general
agency of MassMutual, through which insurance, financial, financial planning and other
products and services are sold and offered for sale to the public.
4. BWMisa Massachusetts limited liability corporation with a principal place of
business at 200 Clarendon Street, 25" Floor, Boston, MA 02116. BWM is an investment
advisory firm federally registered under the Investment Advisers Act of 1940.
5. Neither Baystate nor BWM is a member firm of the Financial Industry Regulatory
Authority, Inc. (“FINRA”)
6. Oninformation and belief, the defendant, Gregory Pinto (“Pinto”) resides at 76
Randlett Park, West Newton, MA 02465. Until July 24, 2020, Pinto was an advisor
working at Baystate.
7. On information and belief, the defendant, Patrick Hinton (“Hinton”) resides at 4
Country Club Drive, Walpole, MA 02081. Until July 24, 2020, Hinton was an advisor
working at Baystate.
8. On information and belief, the defendant, Daniel Wagner (“Wagner”) resides at
103 Canton Terrace, Westwood, MA 02090. Until July 24, 2020, Wagner was an advisor
working at Baystate.
9. On information and belief, the defendant, Jack Heintzelman (“Heintzelman”)
resides at 21 Alston Street, Somerville, MA 02143. Until July 24, 2020, Heintzelman
was an advisor working at Baystate.10. Venue is proper in this Court under M.G.L. c. 223, §§ 1 and 8.
11. This Court has jurisdiction over the defendants because the defendants reside
within the Commonwealth, do business within the Commonwealth of Massachusetts,
and/or the acts complained of in this Complaint occurred in the Commonwealth of
Massachusetts and it is reasonable under the circumstances to subject these defendants to
the jurisdiction of the courts of the Commonwealth of Massachusetts.
Background Facts
12. Prior to July 24, 2020, each of the defendants worked full time as a financial
advisor at Baystate out of Baystate’s Wellesley office. Each defendant used the Baystate
email system for their emails. Each defendant listed Baystate’s Wellesley address on the
signature block of their emails and on their business cards. Each defendant had a
Baystate telephone number. Each defendant had an office or business space at Baystate’s
Wellesley office at which each defendant worked. Each defendant used the Baystate
Wellesley office to conduct business and invited clients and prospects to Baystate’s
Wellesley office for meetings. The defendants were permitted by Baystate and
MassMutual to use the “doing business as” name of “Baystate Wealth Strategies.”
Nonetheless, the defendants worked at Baystate and Baystate provided financial and
other services to the defendants, which the defendants accepted.
13. Each of the defendants signed similar or identical contracts with MassMutual in
2016, a representative copy of which is attached hereto in Exhibit A ( Heintzelman
signed a Broker Contract but the restrictive covenants in that contract are virtually
identical to the restrictive covenants in the other contracts) (for purposes of this
Complaint, the contracts shall be referred to individually as “the Contract” and
collectively as “the Contracts,” and the restrictive covenants shall be referred to as
3“Section 26” although the restrictive covenants in Heintzelman’s contract are in section
12). Pursuant to the Contracts, each defendant was authorized to sell and offer for sale
MassMutual products and services by and through Baystate as the general agency for
MassMutual.
14. Baystate is a third-party beneficiary of Section 26 the Contracts because the
general agent is specifically named in Section 26(a) and the parties intended the general
agency to be benefitted by, and to be entitled to enforce, the restrictive covenants in
Section 26. But for Baystate being a third-party beneficiary of Section 26 of the
Contracts, Baystate would not have provided office space, technology, financial and other
services to the defendants.
15. Section 26(a) of each Contract provides, in pertinent part that:
Advisor agrees not to directly or indirectly, during the term of this
Contract and for a period of two years following such termination,
solicit, induce or do anything to cause, persuade, encourage or
assist, either directly or indirectly, any;
a. person employed by or under a contract with a general agent of
the Company, any person employed or under a contract with
the Company or any person employed by or under contract
with both the Company and the general agent, to terminate
such contract or employment and/or to affiliate with a
competitor of the Company.....
16. On information and belief, commencing sometime in early to mid-2020, or
perhaps even before then, each of the defendants began to solicit, induce and took actions
to persuade, encourage and assist the other defendants and others with contracts to
terminate their Contracts and to affiliate with a competitor, Commonwealth Financial
Network (“Commonwealth”). Such actions, during the term of the Contracts, was in
direct breach of Section 26(a) of the Contracts, as to which Baystate was an intendedbeneficiary. These actions included recruiting not only advisors, but others including
Azadeh Ward, the Practice Manager for Pinto and Hinton.
17. On information and belief, each of the defendants concealed their plan to recruit
the others and Ms. Ward to Commonwealth so that they could all resign from Baystate at
roughly the same time, move their entire practice from Baystate to Commonwealth at one
time, and take clients and business from Baystate and place it with Commonwealth.
18. On or about Friday, July 24, 2020, the defendants and Ms. Ward resigned en
masse from Baystate and joined Commonwealth on that same day. This was an
orchestrated departure which had been planned for some time and which was executed by
each of the defendants in violation of Section 26(a) of each of their Contracts. On
information and belief, in advance of July 24, 2020, the defendants, in concert with
Commonwealth, had started the process of gathering client information and client
documents so that they could commence business at Commonwealth the following
Monday, July 27, 2020. According to Broker Check, each of the defendants and Ms.
Ward became registered with Commonwealth on July 24, 2020, before their effective
termination of the Contracts, which itself is a violation of the Contracts. On information
and belief, and in furtherance of the defendants’ conspiracy, and in direct violation of his
Contract, Hinton wiped his Box file clean of virtually all client information.
19. On information and belief, Commonwealth was aware of the Contracts signed by
each of the defendants and was aware of the restrictive covenants in Section 26(a) of the
Contracts. Under Section 26 of each Contract, each of the defendants was obligated to
provide a copy of the contract to Commonwealth, which presumably they did so. On
information and belief, despite knowledge of the Contracts and specifically Section 26(a)
of the Contracts, Commonwealth encouraged and aided and abetted each of the
5defendants to terminate their contracts and join Commonwealth, in direct violation of
Section 26 of the Contracts. Further on information and belief, Commonwealth knew or
should have known that Baystate was a general agency of MassMutual and thus was an
intended third-party beneficiary of Section 26.
20. On information and belief, sometime in October 2020, after the Contracts were
terminated by the defendants, one or more of the defendants or the defendants as a
conspiratorial group, solicited, induced and took actions to persuade, encourage and assist
Coley O’Donnell to terminate his relationship with Baystate and affiliate with
Commonwealth. On or about Friday, October 30, 2020, Mr. O’Donnell purported to
terminate his contract and he became registered with Commonwealth that day. Such
conduct was in direct violation of Section 26(a) of the Contracts and the defendants and
Commonwealth knew or should have known, that such conduct was in violation of
Section 26(a). According to Broker Check, Mr. O’Donnell became registered with
Commonwealth on October 30, 2020, before his effective termination of his Contract,
which was in breach of his contract.
21. Commencing prior to or on or about 2012, Pinto became a member and an owner
of BWM. Upon accepting membership in BWM, Pinto assumed the highest fiduciary
duties to the company and was obligated to act solely in the best interests of BWM and
the other members. In exchange for granting Pinto his membership interest in BWM,
Pinto agreed to transfer his book of business to BWM, to act as an in-house wholesaler of
BWM to other advisors at Baystate, and to promote BWM to Baystate advisors and to
others outside the firm. In exchange for Pinto’s agreement to perform these services,
Pinto was paid profits from BWM as well as an ownership share of the profits of the
company.22. In or around 2014, Pinto unilaterally decided he no longer would act as BWM’s
internal wholesaler for BWM, would not promote BWM to advisors at Baystate or to
others at the firm, and he would not transfer his book of business to BWM. To the
contrary, from 2014 through the date of his resignation as a member of BWM on
December 31, 2019, Pinto engaged in a continuous breach of his fiduciary duties to
BWM and its members by failing or refusing to do his job as a member, by disparaging
and bad-mouthing BWM to other advisors at Baystate and to people outside of Baystate,
by managing assets for outside clients in a manner directly contrary to the manner by
which BWM managed assets even though Pinto sat on the Investment Committee and
approved each and every trade and investment decision made by BWM, and otherwise
disparaged BWM, its business and its members to advisors at Baystate and to others
outside of Baystate. Notwithstanding his failure or refusal to do the job he had agreed to
perform in exchange for his membership interest in BWM, and notwithstanding his
continuous and continual breach of fiduciary duties to BWM, Pinto demanded and
accepted payments as a member of BWM and as a profit participant in BWM.
23. Asa direct and proximate result of each defendant’s breach of Section 26 of the
Contracts, Baystate has been and will continue to be damaged.
24. As a direct and proximate result of Pinto’s breach of fiduciary duties to BWM,
BWM has been and will continue to be damaged.
COUNT I
(injunctive Relief)
25. Baystate repeats and realleges the allegations contained in paragraphs 1 through
24 with the same force and effect as if fully set forth herein.26. Baystate is an intended third-party beneficiary of Section 26 of the Contracts, as
stated in the express language of Section 26 of the Contracts.
27. Section 27 of each Contract states that: “If Advisor breaches...any of the
covenants or obligations of Sections...26 above, Advisor agrees that the Company will
be entitled to injunctive relief.”
28. Accordingly, each of the defendants agreed that injunctive relief against him is
appropriate in the event of a breach of Section 26 of the Contracts.
29. Baystate is entitled to injunctive relief pursuant to Massachusetts law both
because the defendants contractually agreed that such relief is appropriate and also
because Baystate can satisfy the legal standards for the issuance of an injunction under
Massachusetts law.
30. Absent injunctive relief, Baystate will be irreparably harmed.
31. There is no adequate remedy at law.
32. Baystate is entitled to an injunction, enjoining each of the defendants and all those
acting or purporting to act on their behalf or in concert with them, including without
limitation, Commonwealth, from soliciting, attempting to solicit or having any further
contact with any people employed at or by Baystate for a period of two (2) years from the
date the injunction issues.
COUNT II
(Breach of Contract)
33. Baystate repeats and realleges the allegations set forth in paragraphs 1 through 32
with the same force and effect as if fully set forth herein.34. For good and valuable consideration, each of the defendants executed the
Contract and agreed to be bound by all terms, conditions and restrictive covenants
contained therein, including without limitation, Section 26.
35. Baystate is a third-party beneficiary of Section 26 of the Contracts and is entitled
to enforce the restrictive covenants contained therein, which survive termination of the
Contracts.
36. As heretofore alleged, each defendant breached the restrictive covenants
contained in Section 26, both during the term of the Contracts and within the two (2) year
period following termination of the Contracts.
37. As a direct and proximate result of each defendant’s unlawful conduct as
heretofore alleged, Baystate has suffered and will continue to suffer damage in an amount
to be determined at trial, but in an amount not less than the business that would have been
produced by each defendant and by Mr. O’Donnell for a period of two (2) years, which
amount in the aggregate is, on information and belief, estimated at no less than
$3,000.000.00.
COUNT Ill
(interference With Contractual and Advantageous Relations)
38. Baystate repeats and realleges the allegations set forth in paragraphs 1 through 37
with the same force and effect as if fully set forth herein.
39. For good and valuable consideration, the defendants executed the Contracts and
agreed to be bound by their terms, conditions and prohibitions, including the restrictive
covenants relating to each of their agreement not to solicit or attempt to solicit people
employed at or by Baystate, as a general agency of MassMutual.40. As demonstrated by the provisions in the Contracts, and as expressly
acknowledged by each defendant, Baystate has contractual and advantageous
relationships with the people working at or for Baystate. Each defendant was aware of
these contractual and advantageous relations.
41. On information and belief, Commonwealth was also aware, or it should have been
aware, of each defendant’s contractual restrictive covenants and of Baystate’s contractual
and advantageous relationships with the people who work or worked at Baystate,
including the defendants and Mr. O’ Donnell.
42. As heretofore alleged, each defendant has unlawfully interfered with Baystate’s
relationships with the people who work or worked at Baystate through improper means
and with improper motives, and in breach of each defendant’s obligations under the
Section 26 of the Contracts, to which Baystate is a third-party beneficiary.
43. Baystate has been damaged by each defendant’s and by Commonwealth’s
unlawful interference with Baystate’s contractual and advantageous relationships.
COUNT IV
(Breach of Fiduciary Duties)
44, BWM repeats and realleges the allegations set forth in paragraphs 1 through 43
with the same force and effect as if fully set forth herein.
45. As heretofore alleged, Pinto breached his fiduciary duties to BWM, thereby
causing BWM significant damage including, without limitation, the amounts paid to
Pinto while he was a member of the LLC and as a profit participant.
46. The compensation received by Pinto from BWM during the period of time he
breached his fiduciary duties to BWM should be disgorged or returned to BWM.
1047. As a direct and proximate result of Pinto’s breach of fiduciary duties, BWM has
been and will continue to be damaged in an amount, on information and belief, is
estimated to be no less than $500,000.00.
WHEREFORE, Baystate Financial Services, LLC and Baystate Wealth
Management, LLC respectfully pray for the following relief:
1. That this Court issue an injunction, enjoining each defendant, and all those acting
or purporting to act on each of their behalf or in concert with each of them, including
Commonwealth Financial, from soliciting, inducing or do anything to cause, persuade,
encourage or assist, either directly or indirectly any person employed by or under contract
with Baystate Financial, to terminate such contract or employment and/or to affiliate with
a competitor for a period of two (2) years after the injunction issues;
2. That, after trial, Baystate Financial Services be awarded the amount of damages
found by the jury to have been caused by the defendant’s breach of contract and/or
breach of the restrictive covenants, in an amount not less $3,000,000.00;
3. That, after trial, Baystate be awarded the amount of damages found by the jury to
have been caused by each defendant’s interference with contractual and advantageous
relations;
4. That, after trial, BWM be awarded the amount of damages found by the jury to
have been caused by Gregory Pinto’s breach of fiduciary duties, in an amount not less
than $500,000;
5. That, after trial, Baystate Financial Services and Baystate Wealth Management be
awarded their costs and expenses incurred in pursuing injunctive relief, including
reasonable attorney’s fees;
116. That the plaintiffs be awarded all of their costs and fees in pursuing this action;
and
7. That this Court issue such further and other relief as the Court deems just and
proper.
BAYSTATE FINANCIAL SERVICES, LLC AND BAYSTATE WEALTH
MANAGEMENT HEREBY DEMAND A TRIAL BY JURY ON ALL ISSUES
TO WHICH IT THEY ARE SO ENTITLED.
BAYSTATE FINANCIAL SERVICES, LLC and
BAYSTATE WEALTH MANAGEMENT, LLC,
By their ajtomeys,
Thomas N. O’Connor, Es
200 Clarendon Street, 19"
Boston, MA 02116
Phone: (617) 585-4543
Fax: (617) 830-0633
toconnor@baystatefinancial.com
Dated: November 2, 2020
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COMMONWEALTH OF MASSACHUSETTS Suffolk, SS Superior Court Department Of the Trial Court ) Baystate Financial Services, LLC, ) and Baystate Wealth Management, LLC, ) ) Plaintiffs, ) ) + v ) Civil Action No. 2 0 50 Oo TE ) = ) ~ Gregory Pinto, Patrick Hinton, ) 8 David Wagner and Jack Heintzelman, ) z= y S Defendants. ) ny oD 7 U0 COMPLAINT ‘e Anjunctive Relief Requested) Introduction 1. This is an action for injunctive relief and for damages for breach of contract, breach of restrictive covenants and interference with contractual and advantageous relations against all defendants and for breach of fiduciary duties against the defendant, Gregory Pinto. 2. In direct violation of their contractual obligations not to solicit anyone to leave Baystate Financial Services, LLC (“Baystate”), each of the defendants solicited, induced, persuaded, encouraged or assisted one or more people to terminate their relationship with Baystate and affiliate with a competitor. In addition, while an owner and profit participant with Baystate Wealth Management, LLC (“BWM”), Gregory Pinto breached his fiduciary duties to BWM, thereby causing significant damage to BWM for which heis legally responsible. The plaintiffs seek in excess of $3,000,000.00 from all defendants (individually and collectively), and an additional $500,000 from Gregory Pinto alone. The Parties 3. Baystate is a Massachusetts limited liability corporation with a principal place of business at 200 Clarendon Street, 19" Floor, Boston, MA 02116. Baystate is a general agency of MassMutual, through which insurance, financial, financial planning and other products and services are sold and offered for sale to the public. 4. BWMisa Massachusetts limited liability corporation with a principal place of business at 200 Clarendon Street, 25" Floor, Boston, MA 02116. BWM is an investment advisory firm federally registered under the Investment Advisers Act of 1940. 5. Neither Baystate nor BWM is a member firm of the Financial Industry Regulatory Authority, Inc. (“FINRA”) 6. Oninformation and belief, the defendant, Gregory Pinto (“Pinto”) resides at 76 Randlett Park, West Newton, MA 02465. Until July 24, 2020, Pinto was an advisor working at Baystate. 7. On information and belief, the defendant, Patrick Hinton (“Hinton”) resides at 4 Country Club Drive, Walpole, MA 02081. Until July 24, 2020, Hinton was an advisor working at Baystate. 8. On information and belief, the defendant, Daniel Wagner (“Wagner”) resides at 103 Canton Terrace, Westwood, MA 02090. Until July 24, 2020, Wagner was an advisor working at Baystate. 9. On information and belief, the defendant, Jack Heintzelman (“Heintzelman”) resides at 21 Alston Street, Somerville, MA 02143. Until July 24, 2020, Heintzelman was an advisor working at Baystate.10. Venue is proper in this Court under M.G.L. c. 223, §§ 1 and 8. 11. This Court has jurisdiction over the defendants because the defendants reside within the Commonwealth, do business within the Commonwealth of Massachusetts, and/or the acts complained of in this Complaint occurred in the Commonwealth of Massachusetts and it is reasonable under the circumstances to subject these defendants to the jurisdiction of the courts of the Commonwealth of Massachusetts. Background Facts 12. Prior to July 24, 2020, each of the defendants worked full time as a financial advisor at Baystate out of Baystate’s Wellesley office. Each defendant used the Baystate email system for their emails. Each defendant listed Baystate’s Wellesley address on the signature block of their emails and on their business cards. Each defendant had a Baystate telephone number. Each defendant had an office or business space at Baystate’s Wellesley office at which each defendant worked. Each defendant used the Baystate Wellesley office to conduct business and invited clients and prospects to Baystate’s Wellesley office for meetings. The defendants were permitted by Baystate and MassMutual to use the “doing business as” name of “Baystate Wealth Strategies.” Nonetheless, the defendants worked at Baystate and Baystate provided financial and other services to the defendants, which the defendants accepted. 13. Each of the defendants signed similar or identical contracts with MassMutual in 2016, a representative copy of which is attached hereto in Exhibit A ( Heintzelman signed a Broker Contract but the restrictive covenants in that contract are virtually identical to the restrictive covenants in the other contracts) (for purposes of this Complaint, the contracts shall be referred to individually as “the Contract” and collectively as “the Contracts,” and the restrictive covenants shall be referred to as 3“Section 26” although the restrictive covenants in Heintzelman’s contract are in section 12). Pursuant to the Contracts, each defendant was authorized to sell and offer for sale MassMutual products and services by and through Baystate as the general agency for MassMutual. 14. Baystate is a third-party beneficiary of Section 26 the Contracts because the general agent is specifically named in Section 26(a) and the parties intended the general agency to be benefitted by, and to be entitled to enforce, the restrictive covenants in Section 26. But for Baystate being a third-party beneficiary of Section 26 of the Contracts, Baystate would not have provided office space, technology, financial and other services to the defendants. 15. Section 26(a) of each Contract provides, in pertinent part that: Advisor agrees not to directly or indirectly, during the term of this Contract and for a period of two years following such termination, solicit, induce or do anything to cause, persuade, encourage or assist, either directly or indirectly, any; a. person employed by or under a contract with a general agent of the Company, any person employed or under a contract with the Company or any person employed by or under contract with both the Company and the general agent, to terminate such contract or employment and/or to affiliate with a competitor of the Company..... 16. On information and belief, commencing sometime in early to mid-2020, or perhaps even before then, each of the defendants began to solicit, induce and took actions to persuade, encourage and assist the other defendants and others with contracts to terminate their Contracts and to affiliate with a competitor, Commonwealth Financial Network (“Commonwealth”). Such actions, during the term of the Contracts, was in direct breach of Section 26(a) of the Contracts, as to which Baystate was an intendedbeneficiary. These actions included recruiting not only advisors, but others including Azadeh Ward, the Practice Manager for Pinto and Hinton. 17. On information and belief, each of the defendants concealed their plan to recruit the others and Ms. Ward to Commonwealth so that they could all resign from Baystate at roughly the same time, move their entire practice from Baystate to Commonwealth at one time, and take clients and business from Baystate and place it with Commonwealth. 18. On or about Friday, July 24, 2020, the defendants and Ms. Ward resigned en masse from Baystate and joined Commonwealth on that same day. This was an orchestrated departure which had been planned for some time and which was executed by each of the defendants in violation of Section 26(a) of each of their Contracts. On information and belief, in advance of July 24, 2020, the defendants, in concert with Commonwealth, had started the process of gathering client information and client documents so that they could commence business at Commonwealth the following Monday, July 27, 2020. According to Broker Check, each of the defendants and Ms. Ward became registered with Commonwealth on July 24, 2020, before their effective termination of the Contracts, which itself is a violation of the Contracts. On information and belief, and in furtherance of the defendants’ conspiracy, and in direct violation of his Contract, Hinton wiped his Box file clean of virtually all client information. 19. On information and belief, Commonwealth was aware of the Contracts signed by each of the defendants and was aware of the restrictive covenants in Section 26(a) of the Contracts. Under Section 26 of each Contract, each of the defendants was obligated to provide a copy of the contract to Commonwealth, which presumably they did so. On information and belief, despite knowledge of the Contracts and specifically Section 26(a) of the Contracts, Commonwealth encouraged and aided and abetted each of the 5defendants to terminate their contracts and join Commonwealth, in direct violation of Section 26 of the Contracts. Further on information and belief, Commonwealth knew or should have known that Baystate was a general agency of MassMutual and thus was an intended third-party beneficiary of Section 26. 20. On information and belief, sometime in October 2020, after the Contracts were terminated by the defendants, one or more of the defendants or the defendants as a conspiratorial group, solicited, induced and took actions to persuade, encourage and assist Coley O’Donnell to terminate his relationship with Baystate and affiliate with Commonwealth. On or about Friday, October 30, 2020, Mr. O’Donnell purported to terminate his contract and he became registered with Commonwealth that day. Such conduct was in direct violation of Section 26(a) of the Contracts and the defendants and Commonwealth knew or should have known, that such conduct was in violation of Section 26(a). According to Broker Check, Mr. O’Donnell became registered with Commonwealth on October 30, 2020, before his effective termination of his Contract, which was in breach of his contract. 21. Commencing prior to or on or about 2012, Pinto became a member and an owner of BWM. Upon accepting membership in BWM, Pinto assumed the highest fiduciary duties to the company and was obligated to act solely in the best interests of BWM and the other members. In exchange for granting Pinto his membership interest in BWM, Pinto agreed to transfer his book of business to BWM, to act as an in-house wholesaler of BWM to other advisors at Baystate, and to promote BWM to Baystate advisors and to others outside the firm. In exchange for Pinto’s agreement to perform these services, Pinto was paid profits from BWM as well as an ownership share of the profits of the company.22. In or around 2014, Pinto unilaterally decided he no longer would act as BWM’s internal wholesaler for BWM, would not promote BWM to advisors at Baystate or to others at the firm, and he would not transfer his book of business to BWM. To the contrary, from 2014 through the date of his resignation as a member of BWM on December 31, 2019, Pinto engaged in a continuous breach of his fiduciary duties to BWM and its members by failing or refusing to do his job as a member, by disparaging and bad-mouthing BWM to other advisors at Baystate and to people outside of Baystate, by managing assets for outside clients in a manner directly contrary to the manner by which BWM managed assets even though Pinto sat on the Investment Committee and approved each and every trade and investment decision made by BWM, and otherwise disparaged BWM, its business and its members to advisors at Baystate and to others outside of Baystate. Notwithstanding his failure or refusal to do the job he had agreed to perform in exchange for his membership interest in BWM, and notwithstanding his continuous and continual breach of fiduciary duties to BWM, Pinto demanded and accepted payments as a member of BWM and as a profit participant in BWM. 23. Asa direct and proximate result of each defendant’s breach of Section 26 of the Contracts, Baystate has been and will continue to be damaged. 24. As a direct and proximate result of Pinto’s breach of fiduciary duties to BWM, BWM has been and will continue to be damaged. COUNT I (injunctive Relief) 25. Baystate repeats and realleges the allegations contained in paragraphs 1 through 24 with the same force and effect as if fully set forth herein.26. Baystate is an intended third-party beneficiary of Section 26 of the Contracts, as stated in the express language of Section 26 of the Contracts. 27. Section 27 of each Contract states that: “If Advisor breaches...any of the covenants or obligations of Sections...26 above, Advisor agrees that the Company will be entitled to injunctive relief.” 28. Accordingly, each of the defendants agreed that injunctive relief against him is appropriate in the event of a breach of Section 26 of the Contracts. 29. Baystate is entitled to injunctive relief pursuant to Massachusetts law both because the defendants contractually agreed that such relief is appropriate and also because Baystate can satisfy the legal standards for the issuance of an injunction under Massachusetts law. 30. Absent injunctive relief, Baystate will be irreparably harmed. 31. There is no adequate remedy at law. 32. Baystate is entitled to an injunction, enjoining each of the defendants and all those acting or purporting to act on their behalf or in concert with them, including without limitation, Commonwealth, from soliciting, attempting to solicit or having any further contact with any people employed at or by Baystate for a period of two (2) years from the date the injunction issues. COUNT II (Breach of Contract) 33. Baystate repeats and realleges the allegations set forth in paragraphs 1 through 32 with the same force and effect as if fully set forth herein.34. For good and valuable consideration, each of the defendants executed the Contract and agreed to be bound by all terms, conditions and restrictive covenants contained therein, including without limitation, Section 26. 35. Baystate is a third-party beneficiary of Section 26 of the Contracts and is entitled to enforce the restrictive covenants contained therein, which survive termination of the Contracts. 36. As heretofore alleged, each defendant breached the restrictive covenants contained in Section 26, both during the term of the Contracts and within the two (2) year period following termination of the Contracts. 37. As a direct and proximate result of each defendant’s unlawful conduct as heretofore alleged, Baystate has suffered and will continue to suffer damage in an amount to be determined at trial, but in an amount not less than the business that would have been produced by each defendant and by Mr. O’Donnell for a period of two (2) years, which amount in the aggregate is, on information and belief, estimated at no less than $3,000.000.00. COUNT Ill (interference With Contractual and Advantageous Relations) 38. Baystate repeats and realleges the allegations set forth in paragraphs 1 through 37 with the same force and effect as if fully set forth herein. 39. For good and valuable consideration, the defendants executed the Contracts and agreed to be bound by their terms, conditions and prohibitions, including the restrictive covenants relating to each of their agreement not to solicit or attempt to solicit people employed at or by Baystate, as a general agency of MassMutual.40. As demonstrated by the provisions in the Contracts, and as expressly acknowledged by each defendant, Baystate has contractual and advantageous relationships with the people working at or for Baystate. Each defendant was aware of these contractual and advantageous relations. 41. On information and belief, Commonwealth was also aware, or it should have been aware, of each defendant’s contractual restrictive covenants and of Baystate’s contractual and advantageous relationships with the people who work or worked at Baystate, including the defendants and Mr. O’ Donnell. 42. As heretofore alleged, each defendant has unlawfully interfered with Baystate’s relationships with the people who work or worked at Baystate through improper means and with improper motives, and in breach of each defendant’s obligations under the Section 26 of the Contracts, to which Baystate is a third-party beneficiary. 43. Baystate has been damaged by each defendant’s and by Commonwealth’s unlawful interference with Baystate’s contractual and advantageous relationships. COUNT IV (Breach of Fiduciary Duties) 44, BWM repeats and realleges the allegations set forth in paragraphs 1 through 43 with the same force and effect as if fully set forth herein. 45. As heretofore alleged, Pinto breached his fiduciary duties to BWM, thereby causing BWM significant damage including, without limitation, the amounts paid to Pinto while he was a member of the LLC and as a profit participant. 46. The compensation received by Pinto from BWM during the period of time he breached his fiduciary duties to BWM should be disgorged or returned to BWM. 1047. As a direct and proximate result of Pinto’s breach of fiduciary duties, BWM has been and will continue to be damaged in an amount, on information and belief, is estimated to be no less than $500,000.00. WHEREFORE, Baystate Financial Services, LLC and Baystate Wealth Management, LLC respectfully pray for the following relief: 1. That this Court issue an injunction, enjoining each defendant, and all those acting or purporting to act on each of their behalf or in concert with each of them, including Commonwealth Financial, from soliciting, inducing or do anything to cause, persuade, encourage or assist, either directly or indirectly any person employed by or under contract with Baystate Financial, to terminate such contract or employment and/or to affiliate with a competitor for a period of two (2) years after the injunction issues; 2. That, after trial, Baystate Financial Services be awarded the amount of damages found by the jury to have been caused by the defendant’s breach of contract and/or breach of the restrictive covenants, in an amount not less $3,000,000.00; 3. That, after trial, Baystate be awarded the amount of damages found by the jury to have been caused by each defendant’s interference with contractual and advantageous relations; 4. That, after trial, BWM be awarded the amount of damages found by the jury to have been caused by Gregory Pinto’s breach of fiduciary duties, in an amount not less than $500,000; 5. That, after trial, Baystate Financial Services and Baystate Wealth Management be awarded their costs and expenses incurred in pursuing injunctive relief, including reasonable attorney’s fees; 116. That the plaintiffs be awarded all of their costs and fees in pursuing this action; and 7. That this Court issue such further and other relief as the Court deems just and proper. BAYSTATE FINANCIAL SERVICES, LLC AND BAYSTATE WEALTH MANAGEMENT HEREBY DEMAND A TRIAL BY JURY ON ALL ISSUES TO WHICH IT THEY ARE SO ENTITLED. BAYSTATE FINANCIAL SERVICES, LLC and BAYSTATE WEALTH MANAGEMENT, LLC, By their ajtomeys, Thomas N. O’Connor, Es 200 Clarendon Street, 19" Boston, MA 02116 Phone: (617) 585-4543 Fax: (617) 830-0633 toconnor@baystatefinancial.com Dated: November 2, 2020 12