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we" CASE NUMBER: 502020CA007471XXXXMB Div: AE ****
Filing # 110336368 E-Filed 07/16/2020 11:59:36 AM
Tem Am Arie” naArmm An mr
IN Top CURCULT COURL OF THE
15 JUDICIAL CIRCUIT IN AND :
FOR PALM BEACH COUNTY, FLORIDA.
CASE NO.:
V.C.A. UNITED, LLC,
Plaintiff,
v.
MELISSA L. HANSLER; and .
INTEGRATED VASCULAR
IMAGING, LLC,
Defendants.
/
COMPLAINT
COMES NOW the Plaintiff, V.C.A. UNITED, LLC (“VCA”), by and through its
undersigned counsel, and files this Complaint against the Defendants, MELISSA L. HANSLER.
(“Melissa”) and INTEGRATED VASCULAR IMAGING, LLC (“Integrated”), and alleges that:
I. GENERAL ALLEGATIONS
1. _ This is an action for damages in excess of $30,000.00 and is within the iurisdiction
of this Court.
2. VCA is a Florida limited liability company with its principal place of business in
Palm Beach County, Florida.
3. Melissa is a resident of Palm Beach County, Florida,
4, Integrated is a Florida limited liability company with its principal place of business
in Palm Beach County, Florida.
5... All conditions precedent to the bringing of this action have occurred or have been
waived.
CHEN. DAIAARCACUAAIINTY Cl CUADAND ANAFY FLEDY ATMaINNON 44.50.28 ANA
PILL. PAL BLAU VUUINE TT, FL, GHIA. DUUN, ULLIAN, Ul tureuey 1 1.ug.uU ivi6.. James Hansler (“James”) and Melissa were once husband and wife, their marriage
having been dissolved by an Order of this Court dated February 14, 2020 in Case Number 2017-
DR-004595.
7. While the parties were still married, they formed a Florida limited liability company
known as V.C.A. United, LLC (“VCA"), whose business was to provide diagnostic ultrasound
testing and analysis.
8. VCA was incorporated on March 20, 2018.
9 At the time, the dissolution of marriage action had been pending for approximately
ten months. ,
10. It was understood from the outset of this venture that James would provide the
money necessary to operate. VCA, and Melissa, along with employees hired to support her, would
nenetdn 4
provide the labor necessary to Operate thie venture,
fate 11. The parties had a verbal agreement pursuant to which James owned 51% of VCA,
and Melissa owned 49% of VCA.
12. Additionally, certain of Melissa’s bills and ‘expenses were paid by VCA, and others
‘were paid by James personally, in partial compensation for her services (over and above any profit
distribution that might follow), with the understanding that, beginning in June 2019, she would
instead be paid a salary of $75,000.00 per year.
13 Qn Mav 29, 2019, while a 40% owner of VCA, Melicca filed nanerunrl with tha
BR. uOG PapeLvOLA Wil WiC
Secretary of State to officially form Integrated, a company intended to be in direct competition
with VCA.
14.. Upon information and belief, Melissa formulated the intent to establish Integrated
well before May 29, 2019.15. Also prior to May 29, 2019, Melissa formulated plans to leave VCA, taking with
. her certain VCA employees and certain VCA customers, all for her own personal benefit, and all
to the detriment of James and VCA.
16. Melissa continues to own and operate Integrated, profiting from the use of former
VCA Employees, and irom customers that she improperly moved from VCA io integrated.
COUNT I- BREACH OF STATUTORY FIDUCIARY DUTY ( VCA)
17. VCA realleges the allegations contained in paragraphs 1 through 16 above as if
specifically set forth herein.
18. Asamember of VCA, Melissa owed, and owes, a fiduciary duty of loyalty to VCA
and its members, to, among other things, refrain from dealing with the company and thé conduct
of the company’s activities as a person having an interest adverse to the company, and in refraining
Fars watine with the ned tha anndent Af the wie antieitinn Lafnen tha
doi COnipeung Wiui uic COnipany aiu uic ConGuCT G1 Uis Company S$ acuVues UcLoIe Wit
dissolution of the company. See Florida Statutes §605.04091.
19. In taking company employees and customers to a competing entity, for her own
personal benefit, Melissa has breached the statutory duty of loyalty owed to VCA. As a direct and
proximate result of this breach, VCA has been damaged.
WHEREFORE, VCA demands judgment for damages against Melissa, together with
prejudgment interest, court costs and any other relief that this Court deems just and proper.
COUNT TI —- ACCOTINTING
20. VCA realleges the allegations contained in paragraphs 2 through 19 above as if
specifically set forth herein.
21. This is an action for an accounting.22.- Pursuant to Florida Statutes §605.04091, Melissa and Integrated owe an accounting
to VCA for any property, profit or benefit derived by Melissa, and Integrated, as a result of
Melissa’s breach of fiduciary duty described above.
WHEREFORE, VCA would request that this Court enter an order directing Melissa and
Iniegraiéd io account to VCA for any and ail property, profiis and/or benefits derived irom iheir
improper use of VCA’s employees and/or customer.
Dated this 16" day of July, 2020.
COHEN, NORRIS, WOLMER,
RAY, TELEPMAN & COHEN
Attorneys for Plaintiff
712 U.S. Highway One
Suite 400
North Palm Beach, FL 33408
(ELAN QAA 2LAN _ Talanhane
(IU Ly OF T-IUUU = LOIOpHULT
(561) 842-4104 - Facsimile
jst@fcohenlaw.com - Primary Email
smce@fcohenlaw.com - Secondary Email
/s/ James S. Telepman, Esquire
James S. Telepman, Esquire
Floride Bar No, 466786
Preview
we" CASE NUMBER: 502020CA007471XXXXMB Div: AE **** Filing # 110336368 E-Filed 07/16/2020 11:59:36 AM Tem Am Arie” naArmm An mr IN Top CURCULT COURL OF THE 15 JUDICIAL CIRCUIT IN AND : FOR PALM BEACH COUNTY, FLORIDA. CASE NO.: V.C.A. UNITED, LLC, Plaintiff, v. MELISSA L. HANSLER; and . INTEGRATED VASCULAR IMAGING, LLC, Defendants. / COMPLAINT COMES NOW the Plaintiff, V.C.A. UNITED, LLC (“VCA”), by and through its undersigned counsel, and files this Complaint against the Defendants, MELISSA L. HANSLER. (“Melissa”) and INTEGRATED VASCULAR IMAGING, LLC (“Integrated”), and alleges that: I. GENERAL ALLEGATIONS 1. _ This is an action for damages in excess of $30,000.00 and is within the iurisdiction of this Court. 2. VCA is a Florida limited liability company with its principal place of business in Palm Beach County, Florida. 3. Melissa is a resident of Palm Beach County, Florida, 4, Integrated is a Florida limited liability company with its principal place of business in Palm Beach County, Florida. 5... All conditions precedent to the bringing of this action have occurred or have been waived. CHEN. DAIAARCACUAAIINTY Cl CUADAND ANAFY FLEDY ATMaINNON 44.50.28 ANA PILL. PAL BLAU VUUINE TT, FL, GHIA. DUUN, ULLIAN, Ul tureuey 1 1.ug.uU ivi6.. James Hansler (“James”) and Melissa were once husband and wife, their marriage having been dissolved by an Order of this Court dated February 14, 2020 in Case Number 2017- DR-004595. 7. While the parties were still married, they formed a Florida limited liability company known as V.C.A. United, LLC (“VCA"), whose business was to provide diagnostic ultrasound testing and analysis. 8. VCA was incorporated on March 20, 2018. 9 At the time, the dissolution of marriage action had been pending for approximately ten months. , 10. It was understood from the outset of this venture that James would provide the money necessary to operate. VCA, and Melissa, along with employees hired to support her, would nenetdn 4 provide the labor necessary to Operate thie venture, fate 11. The parties had a verbal agreement pursuant to which James owned 51% of VCA, and Melissa owned 49% of VCA. 12. Additionally, certain of Melissa’s bills and ‘expenses were paid by VCA, and others ‘were paid by James personally, in partial compensation for her services (over and above any profit distribution that might follow), with the understanding that, beginning in June 2019, she would instead be paid a salary of $75,000.00 per year. 13 Qn Mav 29, 2019, while a 40% owner of VCA, Melicca filed nanerunrl with tha BR. uOG PapeLvOLA Wil WiC Secretary of State to officially form Integrated, a company intended to be in direct competition with VCA. 14.. Upon information and belief, Melissa formulated the intent to establish Integrated well before May 29, 2019.15. Also prior to May 29, 2019, Melissa formulated plans to leave VCA, taking with . her certain VCA employees and certain VCA customers, all for her own personal benefit, and all to the detriment of James and VCA. 16. Melissa continues to own and operate Integrated, profiting from the use of former VCA Employees, and irom customers that she improperly moved from VCA io integrated. COUNT I- BREACH OF STATUTORY FIDUCIARY DUTY ( VCA) 17. VCA realleges the allegations contained in paragraphs 1 through 16 above as if specifically set forth herein. 18. Asamember of VCA, Melissa owed, and owes, a fiduciary duty of loyalty to VCA and its members, to, among other things, refrain from dealing with the company and thé conduct of the company’s activities as a person having an interest adverse to the company, and in refraining Fars watine with the ned tha anndent Af the wie antieitinn Lafnen tha doi COnipeung Wiui uic COnipany aiu uic ConGuCT G1 Uis Company S$ acuVues UcLoIe Wit dissolution of the company. See Florida Statutes §605.04091. 19. In taking company employees and customers to a competing entity, for her own personal benefit, Melissa has breached the statutory duty of loyalty owed to VCA. As a direct and proximate result of this breach, VCA has been damaged. WHEREFORE, VCA demands judgment for damages against Melissa, together with prejudgment interest, court costs and any other relief that this Court deems just and proper. COUNT TI —- ACCOTINTING 20. VCA realleges the allegations contained in paragraphs 2 through 19 above as if specifically set forth herein. 21. This is an action for an accounting.22.- Pursuant to Florida Statutes §605.04091, Melissa and Integrated owe an accounting to VCA for any property, profit or benefit derived by Melissa, and Integrated, as a result of Melissa’s breach of fiduciary duty described above. WHEREFORE, VCA would request that this Court enter an order directing Melissa and Iniegraiéd io account to VCA for any and ail property, profiis and/or benefits derived irom iheir improper use of VCA’s employees and/or customer. Dated this 16" day of July, 2020. COHEN, NORRIS, WOLMER, RAY, TELEPMAN & COHEN Attorneys for Plaintiff 712 U.S. Highway One Suite 400 North Palm Beach, FL 33408 (ELAN QAA 2LAN _ Talanhane (IU Ly OF T-IUUU = LOIOpHULT (561) 842-4104 - Facsimile jst@fcohenlaw.com - Primary Email smce@fcohenlaw.com - Secondary Email /s/ James S. Telepman, Esquire James S. Telepman, Esquire Floride Bar No, 466786