Motion-Secondary: V C A UNITED LLC V HANSLER, MELISSA L

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                                Filing # 128298128 E-Filed 06/08/2021 10:59:19 AM

IN THE CIRCUIT COURT OF THE
15™ JUDICIAL CIRCUIT IN AND

FOR PALM BEACH COUNTY, FLORIDA
CASE NO.: 50-2020-CA-007471
V.C.A. UNITED, LLC,
Plaintiff,
v.

MELISSA L. HANSLER; and INTEGRATED
VASCULAR IMAGING, LLC,

Defendants.
i

RESPONSE IN OPPOSITION TO MOTION FOR SUMMARY JUDGMENT

 

COMES NOW the Plaintiff, V.C.A. UNITED, LLC (“VCA”), and files this Response in
Opposition to the Motion for Summary Judgment (“MSJ”) filed by the Defendants, MELISSA
HANSLER (“Melissa”) and INTEGRATED VASCULAR IMAGING, LLC (“IVI”), and in

furtherance thereof says that:
BACKGROUND AND UNDISPUTED FACTS

 

L This case concerns allegations that Melissa Hansler (“Melissa”), the former wife of
Plaintiff's principal, James Hansler, breached a fiduciary duty owed to her company, the Plaintiff,
by opening a competing business (IVI) and stealing clients and employees from the Plaintiff.

2. On or about March 13, 2018, James and Melissa formed VCA, each listed as a
“managing member” of the LLC. A true copy of the Articles of Incorporation on file with the
Florida Secretary of State is attached hereto as Exhibit A. This formation was subsequent to the

initiation of the parties’ divorce proceeding in May 2017.' Melissa ran the operations and service

1 MSJ, paragraph 8.

CHEN. DAIAARCACUAAIINTY Cl INGEDU ARDIIV7ZN FLED neinainnns 40.50.40 ANA
Hm. PAL DLA VUUINE TT, FL, vUOL I monuecy, ULLIAN, YuruUiZue! tu.g. 1 mitside of VCA.? James provided all of the money required to establish and operate VCA, including
but not limited to personally guaranteeing the loans needed to purchase the equipment required for
Melissa and other employces to do their work. In lieu of salary, James paid Melissa’s expenses
and those of their minor children.‘

3. Sometime prior to May 29, 2019, Melissa initiated her scheme to form a new
company to compete with VCA (note, discovery is not yet complete, and this date may change).
See IVI formation documentation from Secretary of State attached hereto as Exhibit B.

4. Melissa and IVI make much (perhaps too much) of James’ June 2, 2019 email
regarding “shutting down” VCA. Of course, by that point, unbeknownst to James, Melissa had
already initiated her efforts to undermine VCA by forming her own company, with the intent
(realized soon thereafter) of moving VCA employees and customers to her newly formed business.
Any suggestion that James’ June 2, 2019 email triggered anything is a red herring, belied by the
facts set forth herein.

5. On June 3, 2019, Melissa filed a “Complaint for Damages” against James and VCA,
a true copy of which is attached hereto as Exhibit C. In this complaint, Melissa claims, among
other things, to have been “consiructively terminated” by VCA on May 24, 2019 (contrary to her
now stating that she “worked full time [for VCA] through May 31, 2019"), and that VCA should
be dissolved (contrary to her current position that James’ June 2, 2019 email, referenced in the

complaint, was tantamount to a dissolution of the company). A motion to dismiss that complaint

? Melissa’s affidavit, Ex. D to MSJ, paragraph 7.
3 James’ affidavit filed concurrently herewith.

* MSI, paragraph 17, James’ affidavit.

5 MSI, paragraph 16, for example.was granted by agreed order, and before an amended complaint was filed, Melissa voluntarily
dismissed the complaint on March 5, 2020.°

6. Discovery is ongoing, and is largely incomplete. As the Court knows, objections
to VCA’s request for production, which go to the heart of its allegations in this case, were referred
to a special master, whose Report and Recommendations were not issued until May 24, 2021.
VCA’s exceptions thereto were filed on June 2, 2021, and will not likely be considered by the
Court until after the hearing on Defendants’ Motion for Summary Judgment, currently scheduled
for July 14, 2021. And while Melissa’s deposition is scheduled to occur on June 18, 2021, without
the documents which VCA expected to receive in response to the aforementioned request to
produce, said deposition will likely be incomplete, and may need to be continued at some point
after the Court has ruled on the exceptions mentioned herein.

LEGAL ANALYSIS

 

7. If there is good faith discovery still in process, so long as the non-moving party has
been reasonably diligent in seeking discovery, then a trial court should not grant the moving party’s
motion for summary judgment, See, e.g., Martins V.PNC Bank N.A., 179 So.3d 932, 936-937
filed on August 25, 2020, and VCA’s first request to produce was issued shortly thereafter, on
September 9, 2021. As stated above, a non-final special master’s report and recommendations has
only just been issued with respect to the Defendants’ objections to that request, and VCA’s
exceptions have just been filed. While the undersigned would typically not take a deposition of
the other party until all requested documents were in hand, in light of the pending Motion for

Summary Judgment, VCA has scheduled Melissa’s deposition, but without the requested

6 VCA asks the Court to take judicial notice of the contents of this Court’s file in case number 2019-CA-007191.
3documents, it is likely that said deposition will be truncated. VCA has diligently pursued discovery
to this point. Material factual issues are likely to emerge once discovery is complete. At this point,
however, Defendants’ MSJ is premature, and should be denied without prejudice on that basis
alone.

8. Even with discovery incomplete, however, ample reasons exist to deny the MSJ.
Defendants first seek summary judgment on VCA fiduciary duty claim, asserting waiver. First of
all, as a matter of law, “[e]ach manager of a manager-managed limited liability company and
member of a member-managed limited liability company owes fiduciary duties of loyalty and care
to the limited liability company...” §605.04091(1), Fla.Stat. The duty of loyalty includes
appropriation of company opportunities (§605.04091(2)(a)(3)), and refraining from competing
with the company before the dissolution of the company (§605.04091(2)(c)). Melissa and IVI are
admittedly competing with VCA, which has not been dissolved, and remains an active Florida
limited liability company to this day. AJ of IVI’s new business constitutes appropriation of
opportunities that could have been realized by VCA, but for Melissa’s breach of duty. So,
unquestionably, breaches exist. So, on to the waiver claim.

9. Rights and claims can undoubtedly be waived; however, waiver presents a factual
question, reviewed for competent, substantial evidence. See, e.g., Hale v. Dept. of Revenue, 973
So.2d 518, 523 (Fla. 1* DCA 2007). The elements of waiver are: (1) the existence of a right,
privilege, advantage or benefit which may be waived; (2) actual or constructive knowledge of that
right, and (3) the intention to relinquish that right. Leonardo v. State Farm Fire and Casualty Co.,
675 So.2d 176, 178 (Fla. 4"" DCA 1996). It is impossible at this stage of the case for the Court to
conclude that James intended to relinquish his claims against Melissa and IVI in this case. James

we a att wot yy aera ed Wa ae on Some
contests inis conclusion (see James” alaavit Iled Concurrently With this Kesponse). Vetendants’counsel mischaracterizes communications between counsel in the prior lawsuit as cooperation
towards dissolving VCA; to the contrary, the parties were cooperating to see to it that all VCA
receivables were returned to VCA (including those taken, mistakenly or otherwise, by Melissa
and/or IVI) and used to pay payables of VCA, and were not used by either party for any other
purpose, and to insure that all VCA property was returned to VCA. By that point, it was known
that Melissa had formed IVI and was competing, but while the undersigned cooperated with
counsel to address the payable/receivable issues, Melissa’s lawsuit remained pending, and could
not be resolved without Melissa offering to pay James money to account for what she did to harm,
if not destroy, VCA. See emails attached hereto as Exhibit D. There was no waiver here, as that
monetary issue was not resolved. If Melissa had not taken a voluntary dismissal of the first lawsuit,
the issues raised herein would have been raised in that lawsuit, in response to a valid amended
complaint.

10. Citing Harlee v. Professional Service Industries, Inc., 619 So.2d 298 (Fla. 3 DCA
1992), Melissa argues that a “former employee is free to compete against a former employer
(absent a noncompetition agreement to the contrary).” And while this is undoubtedly accurate,
Melissa is not being sued because she is a former empioyee of VCA, but rather because, at ali
material times, Melissa was, and remains, a member of VCA, with specific, statutory duties owed
to the LLC, including the duty to refrain from competing.

11. Next, Melissa argues that, pursuant to §605.04091(6)(a), Fla. Stat., she had a right
to rely on James’ June 2, 2019 email regarding “shutting down the company”, and thus had free
reign to steal employees and customers and compete through her new company. First of all,
competing through a new company does not constitute “discharging” her duties as a member of

NIA nA te tnt Ann nt wees te then Santen AP thle anne When nerwee ae ett d whe AA ne
VUA, aU UIUS LS SLALULE CUES LOL apply LO UIE 1a0is UL LS Cade. IWLOIGOVEL, a5 Statcu, Sug Uid LOL“rely” on the email. She had already set in motion her plan to move on from VCA, and her lawsuit,
filed after receipt of the June 2, 2019 email, sought dissolution of VCA, suggesting that she well
knew that VCA remained active, and had not been “dissolved” by virtue of any email.

12. Next, Defendants claim that the doctrine of equitable estoppel paves the way for
the Court to grant them summary judgment in this case. The arguments made as to the waiver
defense are incorporated herein. In addition, it is settled law that equitable estoppel must be
applied with great caution, and the party raising estoppel must prove its elements by clear and
convincing evidence. See Goodwin v. Blu Murray Insurance Agency, Inc., 939 So.2d 1098, 1103
(Fla. 5" DCA 2006) (citation omitted). The elements which must be proven by clear and
convincing evidence are: 1) the party against whom estoppel is sought must have made a
representation about a material fact that is contrary to a position it later asserts; (2) the party
claiming estoppel must have relied on that representation; and (3) the party seeking estoppel must
have changed his position to his detriment based on the representation and his reliance on it. Id.
As before, the elements of reliance and change of position are, to put it mildly, open to question in
this case. Melissa’s factual claims over the past two years are all over the place. First, she was
“constructively terminated* by VCA on May 24, 2019; now, she worked “diligentiy” for the
company through May 31, 2019. First, she sued to dissolve the company; now, she claims that the
company was effectively dissolved by an email (pretty convenient, that email...). Now, she claims
she “relied” to her detriment on that email in taking employees and customers and competing;
however, she formed her new company before the email, evidencing an intent to operate
independently of VCA regardless of any email, and that competition is statutorily established as a

breach of fiduciary duty. Lack of discovery aside, any finder of fact could reject the equitable

7 te a et At
estoppel GeTense ON Ulese COUUWAUICLIOLS a1ULIC.13. Lastly, §605.04091 requires a member of an LLC to provide an accounting as part

of her duty of loyalty to the LLC. Melissa seeks summary judgment on the accounting claim made
by VCA on the same bases as those asserted in seeking summary judgment on the fiduciary duty

claims in general. As such, the same arguments made above are incorporated herein. Summary
judgment is simply not appropriate on this record.
WHEREFORE, Plaintiff would ask the Court for the entry of an order denying

Defendants’ Motion for Summary Judgment.

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that on this 8" day of June, 2021, I electronically filed the
foregoing document with the Clerk of the Court using the Florida Courts eFiling Portal with service

to David K. Markarian, Esquire, 2925 PGA Boulevard, Suite 204, Palm Beach Gardens, FL 33410

at dave@businessmindedlawfirm.com and davidg@businessmindedlawfirm.com.

COHEN, NORRIS, WOLMER, RAY,
TELEPMAN, BERKOWITZ & COHEN
Attorneys for Plaintiff

712 U.S. Highway One, Suite 400

North Palm Reach, FL 33408

(561) 844-3600 - Telephone

(561) 842-4104 - Facsimile
jst@fcohenlaw.com - Primary Email
smc@feohenlaw.com - Secondary Email

ts/_ James S. Telepman, Esquire

James S. Teleoman, Esauire
Florida Bar No. 466786Note: Please print this page and use it as 4 cover sheet. Type the fax audit number
(shown below) on the top and bottom of ail pages of the document.

EA

Note: DO NOT hit the REFRESH/RELOAD button on your browser from this page.

Nate

 

 

Doig néraie another cover sheet.
To:
Division of Corporations
Fax Number + (850)617-6382,
From;

Account Name : CORP USA
Account Number :

  

Fax Number —: (305) 633-5696

**Enter the email address for this business entity to be used for future
annual report mailings. Enter only one email address please. **

Enail Address:

 

FLORIDA LIMITED LIABILITY CO.

   

 

 

 

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ANVULES Ur URGANIZAHUN

OF
V.C.A, UNITED LLC

The undersigned member, far tte purpose of forening a Limited Liability Company under the
Laws of the State of Florida , hereby adopts ihe following Articles af Organization:

 

ARTICLE ¥ i

3s
NAME = mn
‘The name of the Limited Liabilty Company shall be: yor
V.C.A. United LLC = Mm
e @

ARTICLE I 3

PURPOSE

The company is organized for any legal and lawful purpose for which a Limited Liabilty Company may
be organized pursuant to the act,

ARTICLE 01
PRINCIPAL OFFICE
‘The principal place of business and mailing address of this Limited Liability Company shail be:

3658 Turtle Island Ct.
West Palm Beach, FL 33411

bB/%B  -39Nd wsn d4u0o SBSGEESSOE Bpipt BLOZ/OZ/ERARTICLE IV
INITIAL REGISTERED AGENT AND ADDRESS
‘The name and address of the initial agent is:
James Hansler

3658 Turtle Island Ct.,
‘West Palm Beach, FL 3341]

ARTICLEV
MEMBERS

Thea Maen fob foe tte ni
dame mibiWweis OF Wie LIMIGG LaDy COMMpany Small De:

Managing Member: James. Hansler
Address: 3658 Turtle Island Ct

West Palm Beach, FL 33411
Managing Member _ Melissa Hansler

3658 Turtle Island Ct,

West Patm Beachm FL 33411

ARTICLE VI
EFFECTIVE DATE

‘The undersigned has executed these Articles of Organization this
13th day of March, 2018.

Si

va/EB 350d vSN cut IG9BEESSBE

Gpspl 81dZ/aZ/ESdn accordance with section 608,408(3), Florida Statutes, the execution of this document
Constitutes an affirmation under the penalties of perjury that the fucts stated herein are true..

SIGNATURE.

$. v
ite CLO stanaging Member choy seman

 

CERTIFICATE OF DESIGNATION

FERED AGENT) ERT

    

WAUIIA anmriaeaen ao

AVIV DEEN NAMED AS KEUISIERED AGENT AND TO ACCEPT SERVICE OF
PROCESS FOR THE ABOVE STATED LIMITED LIABILTY COMPANY AT THE PLACE
DESIGNATED IN THESE ARTICLES OF ORGANIZATION, ! HEREBY ACCEPT THE
APPOINTMENT AS REGISTERED AGENT AND AGREE TO ACT IN THIS CAPACITY, |
FURTHER AGREE TO COMPLY WITH THE PROVISIONS OF ALL STATUTES
RELATING TO THE PROPER AND COMPLETE PERFORMANCE OF MY DUTIES, ANDI
AM FAMILIAR WITH AND ACCEPT THE OBJ{GATIONS OF MY POSITION AS

REGISTERED AGENT.

SIGNATURE, ee

DATE BBB,

Pa/PB  F8Vd vsn cano S8S6EE9S0E Qpipl sleZ/azseoElectronic Arficles of Organization FIED 8: g30R8,
Florida Limited Liability Company

Article I
The name of the Limited Liability Company is:
INTEGRATED VASCULAR IMAGING, LLC

Mey 2% aie

jJafason

Article II
The street address of the principal office of the Limited Liability Company is:

i! QUAYE LAKE CIRCLE
WELLINGTON, FL. 33411

The mailing address of the Limited Liability Company is:
131 QUAYE LAKE CIRCLE

WELLINGTON, FL. 33411

Article TI
The name and Florida street address of the registered agent is:

MELISSA L HANSLER
toe QUAYE LAKE CIRCLE
WELLINGTON, FL. 33411

Having been named as repistored agent and to accept service of process for the above stated limited
liability company at the place designated in this certificate, I hereby accept the appointment as registered
agent and aoree to act in this canacity, I further aoree to comnly with the provisions of all statutes
relating to the proper and complete performance of my duties, and I am familiar with and accept the
obligations of my position as registered agent.

Registered Agent Signature: MELISSA HANSLER

Article IV
The effective date for this Limited Liability Company shall be:
05/29/2019

Signature of member or an authorized representative
Electronic Signature: MELISSA HANSLER.

Iam the member or authorized representative submitting these Articles of Organization and affirm that the
facts stated herein are true, I am aware that false information submitted in a document to the Department

of State constitutes a third degree felony as provided for in s.817.155, F.S. Iunderstand the requirement to
file an annual report between January 1st and May 1st in the calendar year following formation of the LLC

and every year thereafter to maintain "active" status.State of Florida
Department of State

I certify from the records of this office that INTEGRATED VASCULAR IMAGING, LLC, is a
limited liability company organized under the laws of the State of Florida, filed electronically on
May 29, 2019, effective May 29, 2019,

The document number of this company is L19000143628.

I further certify that said company has paid all fees due this office through December 31, 2019,
and its status is active.

I further certify that this is an electronically transmitted certificate authorized by section 15.16,
Florida Statutes, and authenticated by the code noted below.

Authentication Code: 190607134058-7003301 4021 7#1

Given under my hand and the
Great Seal of the State of Florida
at Tallahassee, the Capital, this the
Seventh day of June, 2019

Laurel #1. Lee
Serretarp of State

 

HANSLEROOOO07Filing # 90455800 E-Filed 06/03/2019 01:18:00 PM

IN THE CIRCUIT COURT OF THE FIFTEENTH JUDICIAL CIRCUIT, IN AND FOR
PALM BEACH COUNTY, FLORIDA

  

MELISSA HANSLER,

Plaintiff,
vs.

V.C.A, UNITED, LIC, 2 Florida Limited CASENO.:
Liability Company, and JAMES CIVIL DIVISION
HANSLER, individually,

Defendants,
/

COMPLAINT FOR DAMAGES

COMES NOW, Plaintiff, MELISSA HANSLER (“M.H.”), by and through undersigned

counsel, and hereby sues Defendants, V-C.A. UNITED, LLC (“V.C.A.””); and JAMES HANSLER,

(“J.H.”) (collectively, “Defendants”) and states:

 

1. This is an action for damages in sites of fifteen thousand dollars ($15,000.00),
exclusive of interest, costs, and attorneys’ fees, This action is therefore within the subject matter
jurisdiction of this Court.

2. VCA United, LLC is a limited liability company conducting business in and having
its principal place of business in Palm Beach County, Florida.

3.. MH. is an individual over the age of eighteen (18), who is doing business in and
resides in Palm Beach County and is otherwise sui juris.

4, JEL is an individual ‘over the age of eighteen (18), who is doing business in and
resides in Palm Beach County and is otherwise sui juris.

5. Venue is proper in Palm Beach County, Florida under Fla, Stat. § 47.011 because

“4 . Be a at a et i A tt
Me acts aNd OMISSIONS g1VINg TIS¢ LO WESE CAUSES Oi ACUON ACCTucU In raim Beacon County, rionaa,and because Defendants reside in Palm Beach County, Florida.

GENERAL ALLEGATIONS

 

6. The parties were married on April 8, 2012. They have twin children together whom
are 6 years old.

7, LH, filed for dissolution of marriace on Mav, 8 2017,

8. After the dissolution was filed, J.H. was hospitalized in December of 2017. As a
result, M.H. quit her job, in which she earned $90,000 a year to assist J.H. with his business
ventures,

9. When J.H. returned to good health, the parties entered into a verbal agreement to
start a new business venture whereby each party would own a 50% percent interest in the business.

10. The business was incorporated on March 20, 2018 and was named V.C.A. United
LLC. The business provides diagnostic ultrasound solutions,

11. It was agreed that J.H. would provide the upfront monies needed to start the business,
including but not limited to $40,000 for administrative fees and taking out oe additional loan for
equipment.

12. In exchange it was agreed that M.H. would tun the service side of the organization,
including managing staff and providing services to the clients. M.H. was tobe paid a salary of
$9,000 a month and given a 50% interest in the company and its holdings.

13, | ML.H. upheld her side of the verbal agreement, working diligently to grow the
business, and additionally took on added responsibilities related to backend iabor, inciuding but not
limited to payroll and administrative tasks. M. H. has worked full time for V.C.A from March of
2018 until she was constructively terminated on May 24, 2019.

14. V.C.A. did not pay M.H. a salary or benefits. In lieu of salary, V.C.A. and J.H.

agreed that JH. would pay certain personal expenses of M.H., to offset some the expenses andneeds of the minor children of M.H. and J.H. On May 24, 2019, such support halted, leaving M.H.
without funds to feed her children or to provide for their medical care needs. Pleas by M.H. to J.H.,
asking that J.H. provide support for his minor children went unanswered. M.H. deemed that failure
to constitute constructive termination. Her last day of work for V.C.A. was May 24, 2019.

15, MH has lone maintained that she and TH. agreed that she owns 50% of V.C.A. On
May 29, 2019, J.H. made an offer to M.H., which required M.H. to relingquish her claim and
entitlement to 50% ownership and control of V.C.A., in exchange for certain promises and
assurances. J.H. demanded that the offer be accepted by 5pm on Friday, May 31, 2019. In an
apparent effort to force M.H. to sign the agreement, J.H. without prior consultation or coordination
with M.HL, picked up the minor children from school on Thursday, May 30, 2019, and has kept and
not returned the minor children (for more than three and a half days and. counting) as of the time of
the filing of this complaint. As a direct consequence of such conduct, M.H.’s offer extended on
May 29, 2019 was accepted prior to Spm on May 31, 2019, as reflected in the attached agreement.
See Exhibit “1.”

16. The rae next day, June 1, 2019, J.H. reneged on the agreement and breached his
contract with M.H. accordingly. See Exhibit “2.” In addition, J.H. agreed to return the minor
children to M.H. at 5pm on June 1, 2019, but failed to appear to exchange the children. The children
remain with J.H. as of the time of this filing.

- 17. On June 2, 2019, J.-H. gave notice without any prior consultation with M.H., that he
was closing V.C.A. in light of the outstanding debt of the company and the viable business
operations thereto, this unilateral conduct was contrary to the best interests of V.C.A. See Exhibit
«3»

18. J.H.has failed to honor the parties’ Agreements, throughout the operation of V.C.A.,

constituting breach of contract as set forth in, but not limited to the following.

319, J.H breached the verbal agreement(s) when he attempted to abscond with all of the
company’s profits by moving all of V.C.A.’s monies to an account that is held only in his name, in
violation of BankUnited policy.

20.  J.H. breached the parties’ agreement by failing to pay M.H. the salary that was
promised for her efforts towards V.C A.

21. In addition, J.H. has failed to make payments for necessary equipment required to
run the business. Specifically, he failed to fund necessary expansion costs such as the purchase of
necessary equipment vital to the business’ operation, allowed the phone service for the company to
lapse for failure of payment and he has allowed the payment for the medical practice management
software system (PACS) to go unpaid. Without these systems operational, the business cannot
function properly.

22. Plaintiff has satisfied all conditions precedent to the filing of this action, or all
conditions precedent have otherwise been excused, waived, or have occurred.

23. The foregoing actions by JH. and V.C.A. has necessitated the retention of
undersigned counsel by M.H. to represent her individually, and as co-owner of V.CA, to whom
both M.H. and V.C.A. are obligated to pay a reasonable fee.

COUNT I: BREACH OF CONTRACT — JAMES HANSLER

24. ML.H. re-alleges and incorporates the General Allegations of paragraphs six (6)
through twenty-three (23) (“General Allegations”) as if fully set forth herein.

25.  Onor about March of 2018, J.H. and M.H. entered into the Agreements as set forth
in detail herein.

26. The Agreements are valid, enforceable and binding contracts under Florida law,
entered into by J.H. hereto willingly, knowingly and without compulsion.

27. At all materials times hereto, Plaintiff fully performed and/or complied with all ofthe terms and conditions of the Agreement,
28. In exchange it was agreed that M.H. would run the service side of the organization,
including managing staff and providing services to the clients. M.H. was to be paid a salary of

$9,000 a month and given a 50% interest in the company and its holdings.

 

29. MH, unheld her side of the verbal aoreement, working di

jsently fo oraw the
ID Gastgeeeey tO Grey tate

 

business, and additionally took on added responsibilities related to backend labor, including but not
limited to payroll and administrative tasks,

30. MH. has worked full time for V.C.A from March of 2018 until she was
constructively terminated on May 24, 2019. V.C.A. and J.H., did not pay M.H. a salary or benefits.
In lieu of salary, J.-H. paid M.H. certain personal expenses of M.H., to offset some the expenses and
needs of the minor children of M.H. and J.H. On May 24, 2019, such support halted, leaving M.H.
without funds to feed her children or to provide for their medical care needs. Pleas by M.H. to J.H.
to provide support for his minor children went unanswered, M.H. deemed that failure to constitute
constructive termination, Her last day of work for V.C.A. was May 24, 2019.

31. | M.H. has long maintained that she and J.H. agreed that she owns 50% of V.C.A. On
May 29, 2019, J.H. made an offer to MH, which required M.H. to relinquish her claim and right
of entitlement to 50% ownership and control of V.C.A., in exchange for certain promises and
assurances. J.H. demanded that the offer be accepted by 5pm on Friday, May 31, 2019. In an
apparent effort to force M.H. to sign the agreement, J.H. without prior consultation or coordination
with M.H., picked up the minor children irom school on Thursday, May 30, 2019, and has kept and
not returned the minor children, for more than three and a half days and counting, as of the time of
the filing of this complaint. As a direct consequence of such conduct, M.H.’s offer extended on

May 29, 2019 was accepted prior to 5pm on May 31, 2019, as reflected in the attached agreement.

See Exhibit “1.”32. The very next day, June 1, 2019, J.H. reneged on the agreement and breached his
contract with M.H. accordingly. See Exhibit “2.” In addition, J.H. agreed to retum the minor
children to M.H. at Spm on June 1, 2019, but failed to appear to exchange the children. The children
remain with J.H. as of the time of this filing.

33, These allegations and the General Allesations herein establish multinle grounds of

material breach of contract by J.H.

34,  J.H. breached the contract by, among other things, failing to perform material terms
of the Agreement.

35. Byreason of J.H.’s breach of contract, Plaintiff has and will continue to suffer actual
damages.

WHEREFORE, M.H. demands judgment against J.H. for damages, prejudgment interest
where appropriate, costs, and all other damages allowable by law and found to be just, lawful and
appropriate.

COUNT H: BREACH OF CONTRACT — AGAINST V.C.A. UNITED, LLC

36. MLH. re-alleges and incorporates the General Allegations of paragraphs six (6)
through twenty-three (23) (“General Allegations”) as if fully set forth herein.

37. Onor about March 2018, M.H. and V.C.A. entered into the Agreements as set forth ”
in detail herein, The Agreements constitute valid, enforceable and binding contracts under Florida
law, entered into by J.H. hereto willingly, knowingly and without compulsion.

38. At ali materiais times hereto, Piaintiff fully performed and/or complied with ali of
the terms and conditions of the Agreement.

39,  Inexchange it was agreed that M.H. would run the service side of the organization,

including managing staff and providing services to the clients. M.H. was to be paid a salary of

$9,000 a month and given a 50% interest in the company and its holdings.40. MH. upheld her side of the verbal agreement, working diligently to grow the
business, and additionally took on added responsibilities related to backend labor, including but not
limited to payroll and administrative tasks.

41. M.H. has worked full time for V.C.A from March of 2018 until she was
constructively terminated on May 24. 2019. V.C.A. and J.H. did not nay M.H. a salary or benefits.
In lieu of salary, J.H. paid M.H. certain personal expenses of M.H., to offset some the expenses and
needs of the minor children of M.H. and J.H. On May 24, 2019, such support halted, leaving M.H.
without funds to feed her children or to provide for their medical care needs. Pleas by M.H. to J.H.
to provide support for his minor children went unanswered. M.H. deemed that failure to constitute
constructive termination. Her last day of work for V.C.A. was May 24, 2019.

42, M.H.has long maintained that she and J.H. agreed that she owns 50% of V.C.A. On
May 29, 2019, J.H. made an. offer to M.H., which required M.H. to relinquish her claim and
entitlement to 50% ownership and control of V.C.A., in exchange for certain promises and
assurances. J.H. demanded that the offer be accepted by Spm on Friday, May 31, 2019. In an
apparent effort to force M.H. to sign the agreement, J.H. without prior consultation or coordination

, with M.H., picked up the minor children from school on Thursday, May 30, 2019, and has kept and
not returned the minor children, for more than three and a half days and counting, as of the time of
the filing of this complaint. As a direct consequence of such conduct, M.H.’s offer extended on
May 29, 2019 was accepted prior to Spm on May 31, 2019, as reflected in the attached agreement.
See Exhibit “1.*

43. The very next day, June 1, 2019, J.H. reneged on the agreement and breached his
contract with M.H. accordingly. See Exhibit “2.” In addition, J.H. agreed to return the minor

children to M.H. at 5pm on June 1, 2019, but failed to appear to exchange the children. The children

remain with J.H. as of the time of this filing.44, — These allegations and the General Allegations herein establish multiple grounds of
material breach of contract by General Allegations herein establish multiple grounds of material
breach of contract by V.C.A.

45. V.C.A. breached the contract by, among other things, failing to perform material
terms of the Agreements.

46. By reason of V.C.A.’s breach of contract, Plaintiff has and will continue to suffer
actual damages.

WHEREFORE, M.H. demands judgment against V.C.A. for damages, prejudgment
interest where appropriate, costs, and all other damages allowable by law and found to be just,

_ lawful and appropriate.

COUNT III: BREACH OF FIDUCIARY DUTY OF LOYALTY - AGAINST JAMES
HANSLER

 

an RATT oe Me a tet ee Annee AM anata 20 meee oe ZN
+ 4d, MLO, TE-AUCZES BUG MICCIPOLAIES WIG UCUEIa AUGZAUOS 01 palagrapus Six (oJ
through twenty-three (23) (“General Allegations”) as if fully set forth herein.
48. J.H. owes M.H. a fiduciary duty as the parties were business partners in V.C.A.

49. MLH. placed her trust in J.H. to protect their shared financial and property interests

in VGA.
50. J.H. accepted that trust by entering into a business relationship with M.H.
51. .H. managed the accounting of V.C.A and was in a position of trust and confidence.
52. J.H. accepted that position and promised to act in M.H.’s best interests.
53.  J.H. failed to act in M.H.’s best interest by engaging in the actions alleged in
paragraphs six (6) through twenty-three (23).
54, For example, and without limitation, J.H failed to pay M.H. the agreed on salary,

nttamntad tn maa manias hald in

aver aaeount that hath nartiac eauld ansace ta an annaunt
@ucnopieu WO TO Ye Tronics ae Un a YU.

(4. SCC0UD Wier Cou puluee Cour aouuos LO ail GUCUUnEwhere he was the sole owner, and actively undermined the business endeavor by failing to pay
invoices and advising that smaller accounts should be closed down because he did not agree to put
any more resources into the endeavor.
55. Asa direct result of J.H.’s disloyal acts, M.H. has suffered grave pecuniary damages.
WHEREFORE, M.H. demands indement against 7H, for breach of the fiduciary duty of
loyalty, including any and all damages together with interest and all other damages allowable by

law and found to be just, lawful and appropriate.

 

 

COUNT IV: DISSOLUTION — AGAINS' A. UNITED, LLC

56, MLH. sues V.C.A. for judicial dissolution pursuant to Section 617.1430 and re-
alleges and incorporates the General Allegations of paragraphs six (6) through twenty-three (23) as
if fully set forth herein.

57. M.H. currently holds more than ten percent (10%) of the voting power of FCC and
therefore has standing to maintain this action for judicial dissolution pursuant ‘to 617.1430 (2),
Florida Statutes.

58. M.H. seeks judicial dissolution of V.C.A. because the corporate assets of V.C.A. are
being misapplied or wasted. The acts giving rise to this contention include, but are not limited to,
the following:

a. Some of the current officers and directors are managing the corporation and making
decisions without giving any notice to M.H., a sharcholder, of any corporate
decisions, or any other aspect concerning the operations of te corporation; and

b. Some of the current officers and directors have attempted to remove monies held in
the current V.C.A. corporate accounts to an account that all shareholders cannot

access for the purpose of keeping funds that are jointly owned by both M.H. and J.H.

for the sole benefit of J.H. concerning the operations of the corporation.59. Under the circumstances, judicial dissolution of V.C.A. is warranted.

WHEREFORE, M.H. demands a judgment of dissolution against V.C.A. pursuant to Florida
Statute 617.1430, for injunctive relief to carry out the dissolution, for the appointment of a receiver
pendente lite (pursuant to Florida Statute 617.1432) with all powers and duties the court directs in
order to carry out the dissolution, to take anv other action required to nreserve the carnorate assets,
to carry on the affairs of the business until a final hearing can be held, and for an award of interest
and costs and for such other relief as the court deems proper.

COUNT V: ACCOUNTING — AGAINST BOTH DEFENDANTS
60. M.H. sues Defendants for an accounting, re-alleges and incorporates the General

Allegations of paragraphs six (6) through twenty-three (23) as if fully set forth herein.

61. Based on the allegations set forth herein, M.H. demands an accounting from FCC.

62. M.H., as a fifty percent (50%) shareholder of V.C.A. has a right to an accounting
and is entitled to examine the books and records of V.C.A.

63. A fiduciary relationship existed between Plaintiff and JH, and between Plaintiff
and V.C.A.

64, Defendant J.H. has maintained a consistent and unlawful course of action as detailed
in the General Allegations hereto.

65. Plaintift demanded an accounting from Defendants, prior to instituting suit.

66. As of this filing, Defendants have failed or otherwise refused to provide Plaintiff an
accounting.

67. Plaintiff has no adequate remedy at law under the circumstances,

68. Unless such an accounting is completed, M.H. will suffer ongoing financial damages
and will be unable to precisely quantify an adequate remedy at law.

WHEREFORE, M.H. demands judgment for accounting, together with interest, attorney’s

10WHEREFORE, M.H. seeks judgment against J.H. for breach of its implied covenant and
duty of good faith and fair dealing and award of monetary damages, and all other damages and/or
equitable remedies allowable by law and found to be just, lawful and appropriate.

JURY DEMAND

Dias hereby demands a trial bv iury on all issnes so triable,

 

Dated this 3rd day of June, 2019
Respectfully submitted,

MARKARIAN & HAYES
Attorneys for Plaintiff

Palm Beach Gardens, FL 33410
(561) 626-4700

(561) 627-9479-fax

By: /s/ David K. Markarian
David K. Markarian
Florida Bar No. 480691

davraMbuainansenindadla

Gav Cousmess mi CuLaw LiL. COLL
David R. Glickman

Florida Bar No. 118685
davidg@businessmindedlawfirm.com

12From: melissa.hansler@outlook.com
Date: May 31, 2019 at 4:01:38 PM EDT
To: gai@fcohenlaw.com, gic@fcohenlaw.com, "flossa28@yahoo.com" 

Subject: VCA United, Lic.
Mr. Issacs and Mr. Cohan:

Attached you will find the agreement that | feel | have been forced to sign, due to the actions of James
Hansler, both inside the context of our business relationship, and beyond. Funds were taken out of
\VCA’s account, making me unable to make payroll, and | have no idea if VCA’s workers will be paid their
payroll today, unless | sign this agreement. Also, critical vendors that are an integral part of our business
have not been paid by James Hansler, including the radiologist that reads our scans, our phone services
provided by Verizon and our practice management software, Ram Soft PAC System. Please provide
assurances that these critical vendors wilt be paid and that VCA’s payroll obligations will be met.

It is and remains a great concern that James Hansler has, without prior notice and without any

communication before or since, picked up the couple’s children from school yesterday, May 30, 2019,

and has failed to communicate in any matter with me about the children —and they were not dropped

off fr school tadav.. As vou ca the worst nossible nightmare for anv mother. In
addition, for the balance of the past week, James Hansler has failed to provide any support for both
myself and the children.

 

Please help me locate my children so | can have some assurance that they are ok and some knowledge
of when I will see them again. Please provide me with some assurance that signing this agreement will
allow those who work for VCA to get paid as their lives should not be disrupted due to Mr. Hansler’s
actions. It is hard to find good workers and ! fear that delay in payment will be catastrophic towards the

business.
Sincerely,

Melissa Hanslerler (NAH and

eee atan a pw

James Hansler (“JH”).
Ownership of company: James 51%/Melisa 49%
50% - 50% share of profit, payable as specified below.

MH is to be paid an annual salary from the company of $75,000 commencing with the next
payroll date. JH to be paid an annual salary not to exceed MH’s salary.

Distributable funds from the business shall first be applied to pay off debt as follows:

The first tranche of $60K in distributable funds shall be used to pay all of MH debts
(estimated to be $60K)

‘The next tranche of $60K disiribuiabie funds shail be used to pay debs of JH and/or
VCA,
Thereafter distributions are to be made on a regular periodic basis, with distributable cash, after

assuring reasonable ‘business reserves of at least three months working capital for payroll and
other expenses, being distributed-on a 50% - 50% basis to each party.

 

JH shall continue to be Presi Chief Executive Officer and Chief Financial Officer of the
company. He shall be the sole signatory on all Company bank accounts. MH shall continue to be
Senior Vice President of the company and be responsible for delivery.of the Company's services

to its customers.

 

If either party wishes to sell or otherwise transfer its interest to'a third party the other party shall
have a right of first refusal period of 30 days following delivery to it of a copy of a bona fide
offer to purchase the interest at the same price and on the same terms and conditions specified in

the offer.

In the event of the sale of business as a whole, MH and JH shall share the net proceeds of sale,
50% - 50%:

APPROVED:

 

James Hansler
Dated: May 019

Melissa Hansler
TNatad: Mav! 9010

wae, aap ae

Page 1lof2Page 2 of 2eel

From: dames hansler 

Sent: Saturday, June 1, 2019 11:16 AM

To: melissa.hansler@vcaunited.com; Dave Markarian; gai@feohenlaw.com; gjc@fcohenlaw.com;
charlie@chburnslaw.com

Subject: Corrected MOU

Attachments: 2019-06-01 11-08,pdf

Malices
mwicnssa,

After re-reading the MOU we signed yesterday, | realized that | had sent you a version that inadvertently omitted the
paragraph dealing with non-competition by both of us. .

Therefore, | withdraw my signature on the version we signed and ask you to please sign the attached June 1, 2019
version in its place. | apologize for any confusion or difficulty the error may have caused you and assure you that it was
completely unintentional.

If | receive your signed copy of the attached MOU, | will fund payroll immediately. If you choose not to sign then | will
forced to close down the business. | will give you a deadline of 5pm to sign this agreement.

1am willing to allow the girls to be returned to you at 5 o'clock, whether or not | have received the signed MOU by then.

James

Sent with Genius Scan for iOS.
hitps://dl.tglapp.com/genius-scan

Sent from my iPhoneMamarandum of [ndarctanding dated lina 1 2010 hativaan Malicoa anlar (MED) and Tamas
WWUIGIGHGULL OL UiUCT Sang UGLCG JUS 1, OUL7 OULWeull Muliese tiniioiw. \ 1MaKd 7] GU wulneo

Hansler (“JH”).
Ownership of Company: James 51%/Melisa 49%
50% - 50% share of profit, payable as specified below.

MH is to be paid an annual salary from the Company of $75,000, commencing with the current
payroll. JH to be paid an annual salary not to exceed MH’s salary.

Distributable funds from the business shall first be applied to pay off debt as follows:

The first tranche of $60K in distributable funds shall be used to pay all of MH debts
(estimated to be $60K)

The next tranche of $60K distributable funds shaii be used to pay debts of JH and/or
VCA.
Thereafter distributions are to be made on a regular periodic basis, with distributable cash, after
assuring reasonable business reserves of at least three months working capital for payroll and
other expenses, being distributed on a 50% - 50% basis to each party.
TE shall continue to be President, Chief Executive Officer and Chief Financial Officer of the
Company. He shall be the sole signatory on all Company bank accounts. MH shall continue to be
Senior Vice President of the Company and be responsible for delivery of the Company’s services
to its customers.

If either party wishes to sell or otherwise transfer its interest to a third party the other party shall
have a right of first refusal period of 30 days following delivery to it of a copy of a bona fide
offer to purchase the interest at the same price and on the same terms and conditions specified in

the offer.

In the event of the sale of business as a whole, MH and JH shall share the net proceeds of sale,
50% - 50%. :

Both parties will be subject to Non-Compete agreements such that a party may not compete with
the business of the company while such party is a member, employee or independent contractor

of the Company and for a two (2) year period thereatier.

Melisa Hansler
Date: June 1, 2019

 

Page 1of2From: James Hansler 

Sent: Sunday, June 2, 2019 6:33 PM

To: melissa. hansler@vcaunited.com; Channing; Kara; sophia.castro@vcaunited.com; ceci674@aol.com
Ce: gai@fcohenlaw.com; gj¢@fcohenlaw.com; GRC@fcohenlaw.com; npc@fcohenlaw.com;

charlie@chbumslaw.com; Dave Markarian; Careyallen123@gmail.com; chippenwhale@yahoo.com;
t11971@att.net; zuleikamar4ever@yahoo.com; Mayida (GiGi) Elosegui
Subject: VCA United Shutting Down

Attention all associated with VCA United,

Due to unforeseen circumstances I’m forced to shut down VCA United. I’m instructing everyone to halt all services
render on behalf of the company effectively immediately.

My attorneys and | will provide everyone with further instructions tomorrow and the future regarding this situation.
| apologize for any inconveniences that this decision may have caused everyone.
James Hansler

Chief Executive Officer
VCA United LLC

Sent from my iPhoneJim Telepman

“From: “sim Telepman

Sant. Tuesday, November 19 2019 11:38 AM
sent TesScay, NOVEMOSE 12, 2019 TSS AM
To: Carolina Von Vajna

Ce: Dave Markarian

Subject: 7 RE: VCA United

Don’t remember that one, but at this point, in light of the motion that Melissa’s divorce attorney filed, I'm going to hold
off on informal cooperation on this matter, at least for the time being, Keep in mind that for months now, I've
tesponded to informal requests for information, for wiping the laptop, for bank statements, etc. In this same time
frame, | have received no documents responsive to my more formal request for production, which | have not raised as
an issue while Dave and | have been talking about resolving this case. As | told Dave yesterday, | believe in your
presence, I need to get some objective commitment from your client to resolve this case, and | need that family court
motion addressed, immediately, or we will just need to continue with the litigation and address all requests for
information in a manner consistent with the rules of civil procedure.

Jim

bad PLEASE NOTE THAT OUR EMAIL ADDRESSES AND DOMAIN NAME HAVE CHANGED.
’ PLEASE UPDATE YOUR CONTACT LIST, THANK YOU. ***

 
   
  

| James S, Telepman, Esquire

Baard Cartified Rusinace I itinatian
UGE UEP UIeG wuoiiess EaugauUE

Norris Woimer Ray _Attomey
“ : c : 712 U.S, Highway One, Suite 400
Berxowitz & CouEN: | North Paim Beach, Florida 33408-7146
‘ATTORNEYS: AT LAW (561) 844-3600; (561) 842-4104 (fax)
Direct Line: (561) 840-8953
Cell: (561) 596-3040
Assistant Direct Tine: (561) 615-1039

ist@cohennorris.com

www.cohennorris.com

 

THE INFORMATION CONTAINED IN THIS TRANSMISSION IS PRIVILEGED AND CONFIDENTIAL INFORMATION
INTENDED ONLY FOR USE OF THE INDIVIDUAL OR ENTITY NAMED ABOVE. IF THE READER OF THIS MESSAGE IS
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ERROR, DO NOT READ IT. PLEASE IMMEDIATELY REPLY TO THE SENDER THAT YOU HAVE RECEIVED THIS
COMMUNICATION IN ERROR. THEN DELETE IT. THANK YOU,

farhieinaceandlifa com>
Tae TOL GMoNIcgouttunieecor i

Sent: Tuesday, November 19, 2019 11:05 AM

To: Jim Telepman 

Cc: Dave Markarian 
Subject: RE: VCA Unitedees ec

EXTERNALIE
Good morning Jim:

 

‘Thank you for your signature on checks 1013 and 1024 yesterday. Both checks have been dropped in the mail.
Also, | found a little loose end (see message below), not sure if | had missed your response.

Thank you,
Carolina

Carolina von Vajna, MBA
Chief Operating Officer

 

Markarian & Hayes
2925 PGA Blvd., #204 Palm Beach Gardens, FL 33410
Direct 561-335-3204 / 561-626-4700 / Fax 561-627-9479

Website / Email

Confidentiality Note: This e-mail and any attachments are intended only for the named addressee(s). itis private and confidential, and may contain information that
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communication is strictly prohibited and actionable under applicable federal and state laws. If you have received this e-mail and any attachments in error, please
ranly email and ichments. We will not he rece He for Internet-based commu! he

 
  

 

       

sometimes unreliable nature of email and other Internet-based communication, you cannot assume we receive such transmissions, or that we do so ina timely
manner. Because assuring quality representation is important to us, we ask that all communications that relate to our legal representation of you be conducted in

person or by telephone.

      

   

From: Carolina Von Vajna
Sent: Monday, October 14, 2019 a sd EM

 

 

Ce: Dave Markarian < dave @forbusinessandiife, com>
Subject: RE: VCA United

Jim:

- Another question. The statements you provided me in our last meeting were from a Citibank Account, in the name of
VCA United. LLC. Melissa was not with James when he opened this account In the company name. Citibank says that

there is a document that James would have signed on Melissa’s behalf, stating that she was not present at account
opening but still was allowed access to the account. These documents can be easily obtained at any branch if James

does not have a copy already.

 

Can you please send our way?

Thank you,
Carolina

Carolina von Vajna, MBA
Chief Operating OfficerJim Telepman

Dave Markarian 

Thureday Ianuans 16 2090 2-45 DAA
SUG) Sana 1) GURY TS Fae

Jim Telepman
Carolina Von Vajna
Re: Hansler

   

Sure, of course. I’m working on getting Melissa to lean into a more definitive offer. On this general topic, do
you and divorce counsel have an idea how we would reflect diminished earnings resulting in sharing profit from
the new company, in the child support calculations?

On the motion to dismiss - do you want me to re-plead? If so, I’m happy to work on this with you.

BTW — was in the Promised Land till today, and I believe that we’ve gotten the cost / expense stuff that you

asked f