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Filing # 117199680 E-Filed 11/24/2020 12:15:25 PM
IN THE CIRCUIT COURT OF THE EIGHTH JUDICIAL CIRCUIT
IN AND FOR ALACHUA COUNTY, FLORIDA.
RAD WEAR, INC.,
a Florida corporation, and
Plaintiff,
VS.
BAPTIST HEALTH SYSTEM, INC. a
Florida not for profit corporation,
COMPLAINT AND DEMAND FOR JURY TRIAL
COMES NOW, Plaintiff, Rad Wear, Inc. (“Rad Wear”), a Florida corporation, and for its
Complaint and Demand for Jury Trial against Defendant, Baptist Health System, Inc. (“Baptist
Health”), a Florida not for profit corporation, states as follows:
JURISDICTION AND IDENTIFICATION OF PARTIES
1. This is an action for damages in excess of $15,000.00.
2. Plaintiff Rad Wear is a Florida corporation which, at all times material hereto, keeps
and maintains an office for transaction of its customary business in Alachua County, Florida.
3. Defendant Baptist Health is a not for profit corporation which transacts its
customary business in the state of Florida.
4, As more fully set forth below, one or more causes of action herein accrued in
Alachua County, Florida.
5. This Court has jurisdiction over Defendant Baptist Health, and venue is proper in
Alachua County, Florida, pursuant to section 47.051, Florida Statutes.
"2020 CA 003132" 117199680 Filed at Alachua County Clerk 11/24/2020 12:15:31 PM ESTRad Wear, Inc. v. Baptist Health System, Inc.
Alachua County
Complaint and Demand for Jury Trial
/
6. On or about March 31, 2020, Bonnie L. Jewett, on behalf of Defendant Baptist
Health, contacted Plaintiff Rad Wear and requested a quote for 500,000 disposable face masks (an
individual mask is referred to as “Mask” and multiple masks are referred to as “Masks”).
7. Plaintiff Rad Wear emailed Ms. Jewett multiple quotes that same day, all
referencing 500,000 Masks.
8. Rad Wear also informed Defendant Baptist Health, at the time it provided the initial
quotes, that full payment in advance would be required because Rad Wear’s supplier,
Clothpromotions Plus, Inc. (“Clothpromotions”), in turn required payment in order to source the
order from Clothpromotions’ manufacturer in China.
9. A series of negotiations, both oral and in writing, ensued between Rad Wear and
Baptist Health to address pricing issues, the manufacturing process, and timing and volume of
deliveries to the United States and specifically to Baptist Health.
10. During the course of these negotiations, Ms. Jewett, on behalf of Defendant Baptist
Health, repeatedly and on numerous occasions represented to Plaintiff Rad Wear that Defendant
Baptist Health needed 500,000 Masks from Plaintiff Rad Wear.
11. During the course of the negotiations, Defendant Baptist Health was informed
repeatedly that the Masks would be manufactured all at once in order for Defendant Baptist Health
to benefit from lower pricing, i.e., $.64 per Mask, which Ms. Jewett requested and accepted, further
implying from her conduct that Plaintiff Rad Wear should proceed with arranging for the delivery
of the 500,000 Masks to Defendant Baptist Health.
12. During the course of the negotiations, Defendant Baptist Health was informed
repeatedly that the Masks would be shipped from China approximately 100,000 Masks at a time
because it would otherwise take much longer to ship all 500,000 at once, due in part, to
2Rad Wear, inc. v. Baptist Heaith System, Inc,
Alachua County
Complaint and Demand for Jury Trial
-
uncertainties during the COVID-19 pandemic. Ms. Jewett requested and accepted these shipment
arrangements, further implying from her conduct that Plaintiff Rad Wear should proceed with
arranging for the delivery of the 500,000 Masks to Defendant Baptist Health.
13. At-all relevant times hereto, Ms. Jewett, on behalf of Defendant Baptist Health,
knew or had reason to know that there was no guarantee as to the dates of delivery of any of the
500,000 Masks and represented that Defendant Baptist Health would be flexible in light of the
uncertain times due to the COVID-19 pandemic.
14, At all relevant times hereto, Ms. Jewett, on behalf of Defendant Baptist Health,
represented to Plaintiff Rad Wear that Defendant Baptist Health was willing to accept deliveries
of approximately 100,000 Masks or even less at a time.
15. Plaintiff Rad Wear relied on the foregoing representations and related conduct of
Ms. Jewett, which induced Plaintiff Rad Wear to deposit $50,000 with Clothpromotions and
commit to total payment to Clothpromotions of a far greater amount in order to secure the delivery
of the 500,000 Masks to Defendant Baptist Health.
16. On April 10, 2020, Ms. Jewett, on behalf of Defendant Baptist Health, entered in
to a contract with Plaintiff Rad Wear, whereby Baptist Health reaffirmed its commitment to “a
TOTAL order of 500k pieces” from Rad Wear, to be delivered approximately 100,000 at a time.
Although the signature line is dated April 20, 2020, attached hereto and incorporated herein as
Exhibit 1 is a true copy of the agreement which Ms. Jewett signed on April 10, 2020
(“Agreement”).
17. All 500,000 Masks were produced within a week, of which Ms. Jewett was aware
at the time, and never did she request to cancel any portion of the 500,000 order.Rad Wear, Inc. v. Baptist Health System, Inc.
Alachua County
Complaint and Demand for Jury Triat
é
18. During the course of the parties’ dealings, Ms. Jewett represented to Plaintiff Rad
Wear that, although Defendant Baptist Health ordered and agreed to purchase 500,000 Masks at
$.64 per Mask, solely to ensure Defendant Baptist Health’s installment payment upon each
delivery, she needed Plaintiff Rad Wear to provide an “estimate” of 100,000 Masks per delivery.
Ms. Jewett further represented that such estimate internally allows the hospital to generate an
internal purchase order authorizing the installment payments to Plaintiff Rad Wear. Plaintiff Rad
Wear would then invoice upon a delivery in which case Defendant Baptist Health would wire an
installment payment to Plaintiff Rad Wear.
19, In reliance on Ms. Jewett’s representations, Plaintiff Rad Wear included in multiple
estimates and in the Agreement the statement “100k at a time...” in addition to the language “a
TOTAL order of 500k pieces”. See, e.g., Exhibit 1.
20. At all relevant times hereto, Defendant Baptist Health never objected to the
language “a TOTAL order of 500k pieces” in any estimate or on the Agreement,
21. The first shipment included 25,000 Masks and was delivered on or about May 8,
2020 to Defendant Baptist Health.
22. Plaintiff Rad Wear invoiced for these 25,000 Masks on or about May 8, 2020,
which reflected a balance of 475,000 Masks to which Defendant Baptist Health did not object. A
true and complete copy of the invoice is attached hereto as Exhibit 2.
23. A second shipment of 100,000 Masks was already in transport from the
manufacturer of which Ms. Jewett was aware at the time, on or around May 8, 2020, and delivered
to Defendant Baptist Health shortly thereafter.Rad Wear, Inc. v. Baptist Health System, Inc.
Alachua County
Complaint and Demand for Jury Trial
f
24. Plaintiff Rad Wear invoiced for these 100,000 Masks on or about May 8, 2020,
which reflected a balance of 375,000 Masks to which Defendant Baptist Health did not object. A
true and complete copy of the invoice is attached hereto as Exhibit 3.
25. On or about May 7, 2020, Plaintiff Rad Wear was contacted via email by Ms.
Gretchen Miller, on behalf of Defendant Baptist Health, inquiring whether the remaining Masks
could be cancelled.
26. Baptist Health has only accepted delivery of and paid for the above 125,000 Masks
and has failed and refused to accept delivery of and pay for the balance of the order, which consists
of 375,000 Masks.
27. On or about July 15, 2020, Ms. Miller also admitted to Plaintiff Rad Wear that Ms.
Jewett had mishandled the Mask order and had Ms, Miller been involved, Defendant Baptist
Health would not be in breach.
28. Via voicemail dated May 12, 2020, Defendant Baptist Health also admitted to the
purchase of hundreds of thousands of Masks, far more than 125,000.
29. The undelivered 375,000 Masks, at all relevant times hereto, are in the possession
of Clothpromotions although such Masks may be delivered to Plaintiff Rad Wear in Alachua
County at a later time.
30. Plaintiff Rad Wear has performed all of its obligations under the Agreement and all
other conditions precedent have occurred.
COUNT I
Violation of Florida’s Unfair and Deceptive Trade Practices Act
31. Plaintiff realleges the allegations set forth in Paragraphs 1-29 above as if set forth
herein in full.Rad Wear, Inc. v, Baptist Health System, Inc.
Alachua County
Complaint and Demand for Jury Trial
é
32. Pursuant to Chapter 501, Florida Statutes, Plaintiff is a “consumer” for purposes of
the Florida Deceptive and Unfair Trade Practices Act ((FDUTPA”).
33. The misrepresentations, conduct, and failure to act of Defendant Baptist Health, as
set forth in Paragraphs 6-28, are deceptive acts and unfair practices pursuant to Section 501.204
of the FDUTPA.
34, Asaresult of Defendant Baptist Health’s conduct, Plaintiff Rad Wear has suffered
actual damages and is entitled statutory damages as set forth in the FDUTPA.
35. Pursuant to Section 501.2105 of the FDUTPA, Plaintiff Rad Wear is entitled to
recovery of its reasonable attorney’s fees and costs.
WHEREFORE, Plaintiff Rad Wear respectfully requests compensatory and statutory
damages and reasonable attorney’s fees and costs, to be proven at trial, and such other and further
relief as the Court deems just and proper.
COUNT H
Breach of Contract: Uniform Commercial Code
36. Plaintiff realleges the allegations set forth in Paragraphs 1-30 above as if set forth
herein in full.
37. Defendant Baptist Health had an obligation, pursuant to the Agreement, to accept
delivery of and pay for the balance of the 500,000 Masks, specifically the 375,000 Masks that
remain in the possession of Clothpromotions and/or Plaintiff Rad Wear. See, Exhibit 1.
38. Defendant Baptist Health, despite multiple demands made by Rad Wear, has failed
and refused to accept delivery of and pay for the 375,000 Masks.Rad Wear, Inc. v. Baptist Health System, Inc.
Alachua County
Complaint and Demand for Jury Trial
é
39. Pursuant to the terms of the Agreement, the transaction at issue involves the sale of
goods for more than $500 and thus Plaintiff Rad Wear is availed to the rights and remedies afforded
under Chapter 672, Florida Statutes (the “Uniform Commercial Code”). See, Exhibit 1.
40. As a result of Defendant Baptist Health’s breach, Plaintiff has been damaged and
is entitled to remedies pursuant to Section 672.703 and more specifically Section 672.708 or
672.709, Florida Statutes, or alternatively, Section 672.706, Florida Statutes, in addition to
incidentals.
41. Asit concerns recovery under Section 672.706, Florida Statutes, Defendant Baptist
Health has admitted that the market price for a Mask is $.05.
WHEREFORE, Plaintiff Rad Wear respectfully requests compensatory and incidental
damages, to be proven at trial, and such other and further relief as the Court deems just and proper.
Count HT
Negligent Misrepresentation
42. In the alternative to Count Il, Plaintiff realleges the allegations in Paragraphs 1-29
set forth above as if set forth herein in full.
43. As set forth in Paragraphs 6, 10-12, 16 and 18, Defendant Baptist Health made
multiple, ongoing, and repeated statements to Plaintiff Rad Wear that it would accept delivery of
and pay for the 500,000 Masks at $.64 per Mask.
44. The statements concerned material facts that Defendant Baptist Health believed to
be true but which were in fact false.
45. Defendant Baptist Health was negligent in making the statements because
Defendant Baptist Health should have known that its statements and representations were false.Rad Wear, Inc. y. Baptist Health System, Inc.
Alachua County
Complaint and Demand for Jury Trial
é
46. | When making the statements, Defendant Baptist Health intended or expected that
Plaintiff Rad Wear would rely on the statements.
47, Plaintiff Rad Wear justifiably relied on the misrepresentations in placing an order
and making a financial commitment to Clothpromotions to purchase 500,000 Masks.
48. Defendant Baptist Health’s failure and refusal to accept the remaining 375,000
Masks, despite its representations, has caused damages to Plaintiff Rad Wear in an amount to be
proven at trial.
WHEREFORE, Plaintiff Rad Wear respectfully requests compensatory and incidental
damages to be proven at trial, and such other and further relief as the Court deems just and proper.
Count 1V
Promissory Estoppel
49. In the alternative to Counts I] and II, Plaintiff realleges the allegations in
Paragraphs 1-29 set forth above as if set forth herein in full.
50. As set forth in Paragraphs 6, 10-12, 16 and 18, Defendant Baptist Health made
multiple, ongoing, and repeated representations to Plaintiff Rad Wear that it would accept delivery
of and pay for the 500,000 Masks at $.64 per Mask and that the 100,000 Mask language to be
included in the estimates and Agreement were only for the hospital’s internal purposes.
51. The statements concerned material facts that are contrary to Defendant Baptist
Health’s later-asserted position that Defendant Baptist Health is not responsible for and will not
pay for the 375,000 Masks.
52. Plaintiff Rad Wear reasonably relied on the misrepresentations of Defendant
Baptist Health.Rad Wear, Inc. v. Baptist Health System, Inc.
Alachua County
Complaint and Demand for Jury Trial
53.‘ Plaintiff Rad Wear changed its position to its detriment as a result of Defendant
Baptist Health’s misrepresentations and Plaintiff Rad Wear’s reliance thereon, by placing an order
and making a financial commitment to Clothpromotions to purchase 500,000 Masks.
54. Defendant Baptist Health's failure and refusal to accept the remaining 375,000
Masks, despite its misrepresentations, has caused damages to Plaintiff Rad Wear in an amount to
be proven at trial.
WHEREFORE, Plaintiff Rad Wear respectfully requests compensatory and incidental
damages to be proven at trial, and such other and further relief as the Court deems just and proper.
Count V
Contract Reformation
55. In the altemative to Counts Ii, Hl and IV, Plaintiff realleges the allegations in
Paragraphs 1-30 set forth above as if set forth herein in full.
56. The reference to “100k pieces at a time...” set forth in the Agreement was the result
of either a mutual mistake of Plaintiff and Defendant or a unilateral mistake by Plaintiff Rad Wear
coupled with inequitable conduct of Defendant Baptist Health through its failure and refusal to
accept and pay for the remaining 375,000 Masks. See, Exhibit 1.
57. The language “100k pieces at a time...” fails to express the agreement of the
Plaintiff and Defendant that Defendant Rad Wear would accept and pay for 500,000 Masks as
otherwise set forth in the Agreement. See, Exhibit 1.
58. As aresult of the mistake as set forth above, whether mutual or unilateral, Plaintiff
Rad Wear has been damaged in an amount to be proven at trial.Rad Wear, Inc. v. Baptist Health System, Inc.
Alachua County
Complaint and Demand for Jury Trial
é
WHEREFORE, Plaintiff Rad Wear respectfully requests reformation of the Agreement
to remove reference to “100k pieces at a time...”, compensatory and incidental damages to be
proven at trial, and such other and further relief as the Court deems just and proper.
FOLDS, WALKER & MALTBY, LLC
RICHARD B, MALTBY,
FBN: 0123602
527 E. University Avenue
Gainesville, FL 32601
rich@fwmlawfirm.com
brianna@fwmlawfirm.com
(352) 372-1282
(352) 375-9960 (facsimile)
Attorney for Plaintiff
10Rad Wear, Inc. .
2135 NW Ath Terrace, Sute A Estimate
EA K Gainesville, FL 32605
Office (352) 727-4498 Date Estimate #
Fax (352) 727-4499
info@radweardesigns.com 3/31/2020 20275
www.radweardesigns.com
Bill To Ship To
Baptist Medical Center Baptist Medical Center - Warehouse
PO BOX 45128 3563 Philips Hwy, Suite £-S01
Jacksonville, FL 32232 Jacksonville, FL 32207
(904) 202-2036 Att: Bonnie Jewett
P.O. No. Terms Rap Project
101035001306 Due on receipt RR-AH Disposable Face Masks
Description Qty Rate Amount
Disposable Face Masks - CE NPS020030053 100,000 0.64 64,000.00
“400K pieces at a time, priced for a TOTAL order of SOK
pieces
Shipping: FedEx Ground, Using Client's Shipper #:. Oo 0.00 0.00
Production Time: 10-15 business days
FIRM in-hands date: ASAP
“inventory is subject to change
“Estimate is valid through 04/10/20
order completion.
**Credif card payments will incur a 3% convenience Tee
*This is NOT an invoice, please do not pay off of this estimate. An invoice will be seat on
x Bonen La arzoac20
Please sign & remit to above e-mail address or fax number to begin processing
order. Thanks!
Subtotal $64,000.00
Sales Tax (0.0%) $0.00
Total $64,000.00
EXHIBIT
aRad Wear, Inc. |
An 2136 NW 40th Terrace, Suite A Invoice
EA, Gainesville, FL 32605
K Office (352) 727-4498 Date Invoice #
Fax (352) 727-4499
info@radweardesigns.com 8/7/2020 A577
www.radweardesigns.com
Bill To Ship To
Baptist Medical Center Baptist Medical Center - Warehouse
PO BOX 45128 3563 Philips Hwy, Suite E501
Jacksonville, FL 32232 Jacksonville, PL 32207
(904) 202-2036 Attn: Bonnie Jewett
P.O. No. Terms Rep Project
101036001306 Due on receipt RR-AH Disposable Face Masks.
Description Qty Rate Amount
Disposable Face Masks - CE NPS020030053 25,000 0.64 46,000.00
Balance of 475K remaining
Shipping: 0 0.00 0.00
Over 150 Ibs.: Use Optifreight, Call 888-457-5851 to arrange
pick up
Under 150 Ibs.: Use FedEx Ground, Shipper # 476568749
‘BMC
**Credit card payments will incur a 3% convenience fee Subtotal $16,000.00
**Payments not received within 30 days are subject to a 1.5% per month lute charge
[F*Any issues with the order must be reported within 5 business days of receiving the order Sales Tax (0.0%) $0.00
Total $16,000.00
Payments/Credits $0.00
‘Thank you for your business. Balance Due $16,000.00
EXHIBIT
aRad Wear, Inc. z
Ab, 2135 NW 40th Terrace, Suite A Invoice
A, Gainesville, FL 32605
Office (352) 727-4498 Date lnveice #
Fax (352) 727-4499
info@radweardesigns.com 8/26/2020 47689
www. radweardesigns.com
Bill To Ship To
Baptist Medical Center Baptist Medical Center - Warehouse
PO BOX 45128 3563 Philips Hwy, Suite E-S07
Jacksonville, FL 32232 Jacksonville, FL.32207
(904) 202-2036 Atin: Bonnie Jewett
P.O. No. Terms Rep Project
107035001306 Due on receipt RR-AH Disposable Face Masks
Description Qty Rate Amount
Disposable Face Masks - CE NPS020030053 400,000 0.64 64,000.00
Balance of 375K remaining
Shipping: 9 0.00 0.00
Over 150 ibs.: Use Optifreight, Call 888-457-5851 to arrange
pick up
Under 150 Ibs.: Use FedEx Ground, Shipper # 476568749
{BMC
**Credit card payments will incur a 3% convenience fee Subtotal $64,000.00
**Payments not received within 30 days are subject to a 1.3% per month late charge
[F*Any issues with the order must be reported within 5 business days of receiving the order Sales Tax (0.0%) $0.00
Total $64,000.00
Payments/Credits $0.00
Thank you for your business.
Balance Due $64,000.00
EXHIBIT
3
Preview
Filing # 117199680 E-Filed 11/24/2020 12:15:25 PM IN THE CIRCUIT COURT OF THE EIGHTH JUDICIAL CIRCUIT IN AND FOR ALACHUA COUNTY, FLORIDA. RAD WEAR, INC., a Florida corporation, and Plaintiff, VS. BAPTIST HEALTH SYSTEM, INC. a Florida not for profit corporation, COMPLAINT AND DEMAND FOR JURY TRIAL COMES NOW, Plaintiff, Rad Wear, Inc. (“Rad Wear”), a Florida corporation, and for its Complaint and Demand for Jury Trial against Defendant, Baptist Health System, Inc. (“Baptist Health”), a Florida not for profit corporation, states as follows: JURISDICTION AND IDENTIFICATION OF PARTIES 1. This is an action for damages in excess of $15,000.00. 2. Plaintiff Rad Wear is a Florida corporation which, at all times material hereto, keeps and maintains an office for transaction of its customary business in Alachua County, Florida. 3. Defendant Baptist Health is a not for profit corporation which transacts its customary business in the state of Florida. 4, As more fully set forth below, one or more causes of action herein accrued in Alachua County, Florida. 5. This Court has jurisdiction over Defendant Baptist Health, and venue is proper in Alachua County, Florida, pursuant to section 47.051, Florida Statutes. "2020 CA 003132" 117199680 Filed at Alachua County Clerk 11/24/2020 12:15:31 PM ESTRad Wear, Inc. v. Baptist Health System, Inc. Alachua County Complaint and Demand for Jury Trial / 6. On or about March 31, 2020, Bonnie L. Jewett, on behalf of Defendant Baptist Health, contacted Plaintiff Rad Wear and requested a quote for 500,000 disposable face masks (an individual mask is referred to as “Mask” and multiple masks are referred to as “Masks”). 7. Plaintiff Rad Wear emailed Ms. Jewett multiple quotes that same day, all referencing 500,000 Masks. 8. Rad Wear also informed Defendant Baptist Health, at the time it provided the initial quotes, that full payment in advance would be required because Rad Wear’s supplier, Clothpromotions Plus, Inc. (“Clothpromotions”), in turn required payment in order to source the order from Clothpromotions’ manufacturer in China. 9. A series of negotiations, both oral and in writing, ensued between Rad Wear and Baptist Health to address pricing issues, the manufacturing process, and timing and volume of deliveries to the United States and specifically to Baptist Health. 10. During the course of these negotiations, Ms. Jewett, on behalf of Defendant Baptist Health, repeatedly and on numerous occasions represented to Plaintiff Rad Wear that Defendant Baptist Health needed 500,000 Masks from Plaintiff Rad Wear. 11. During the course of the negotiations, Defendant Baptist Health was informed repeatedly that the Masks would be manufactured all at once in order for Defendant Baptist Health to benefit from lower pricing, i.e., $.64 per Mask, which Ms. Jewett requested and accepted, further implying from her conduct that Plaintiff Rad Wear should proceed with arranging for the delivery of the 500,000 Masks to Defendant Baptist Health. 12. During the course of the negotiations, Defendant Baptist Health was informed repeatedly that the Masks would be shipped from China approximately 100,000 Masks at a time because it would otherwise take much longer to ship all 500,000 at once, due in part, to 2Rad Wear, inc. v. Baptist Heaith System, Inc, Alachua County Complaint and Demand for Jury Trial - uncertainties during the COVID-19 pandemic. Ms. Jewett requested and accepted these shipment arrangements, further implying from her conduct that Plaintiff Rad Wear should proceed with arranging for the delivery of the 500,000 Masks to Defendant Baptist Health. 13. At-all relevant times hereto, Ms. Jewett, on behalf of Defendant Baptist Health, knew or had reason to know that there was no guarantee as to the dates of delivery of any of the 500,000 Masks and represented that Defendant Baptist Health would be flexible in light of the uncertain times due to the COVID-19 pandemic. 14, At all relevant times hereto, Ms. Jewett, on behalf of Defendant Baptist Health, represented to Plaintiff Rad Wear that Defendant Baptist Health was willing to accept deliveries of approximately 100,000 Masks or even less at a time. 15. Plaintiff Rad Wear relied on the foregoing representations and related conduct of Ms. Jewett, which induced Plaintiff Rad Wear to deposit $50,000 with Clothpromotions and commit to total payment to Clothpromotions of a far greater amount in order to secure the delivery of the 500,000 Masks to Defendant Baptist Health. 16. On April 10, 2020, Ms. Jewett, on behalf of Defendant Baptist Health, entered in to a contract with Plaintiff Rad Wear, whereby Baptist Health reaffirmed its commitment to “a TOTAL order of 500k pieces” from Rad Wear, to be delivered approximately 100,000 at a time. Although the signature line is dated April 20, 2020, attached hereto and incorporated herein as Exhibit 1 is a true copy of the agreement which Ms. Jewett signed on April 10, 2020 (“Agreement”). 17. All 500,000 Masks were produced within a week, of which Ms. Jewett was aware at the time, and never did she request to cancel any portion of the 500,000 order.Rad Wear, Inc. v. Baptist Health System, Inc. Alachua County Complaint and Demand for Jury Triat é 18. During the course of the parties’ dealings, Ms. Jewett represented to Plaintiff Rad Wear that, although Defendant Baptist Health ordered and agreed to purchase 500,000 Masks at $.64 per Mask, solely to ensure Defendant Baptist Health’s installment payment upon each delivery, she needed Plaintiff Rad Wear to provide an “estimate” of 100,000 Masks per delivery. Ms. Jewett further represented that such estimate internally allows the hospital to generate an internal purchase order authorizing the installment payments to Plaintiff Rad Wear. Plaintiff Rad Wear would then invoice upon a delivery in which case Defendant Baptist Health would wire an installment payment to Plaintiff Rad Wear. 19, In reliance on Ms. Jewett’s representations, Plaintiff Rad Wear included in multiple estimates and in the Agreement the statement “100k at a time...” in addition to the language “a TOTAL order of 500k pieces”. See, e.g., Exhibit 1. 20. At all relevant times hereto, Defendant Baptist Health never objected to the language “a TOTAL order of 500k pieces” in any estimate or on the Agreement, 21. The first shipment included 25,000 Masks and was delivered on or about May 8, 2020 to Defendant Baptist Health. 22. Plaintiff Rad Wear invoiced for these 25,000 Masks on or about May 8, 2020, which reflected a balance of 475,000 Masks to which Defendant Baptist Health did not object. A true and complete copy of the invoice is attached hereto as Exhibit 2. 23. A second shipment of 100,000 Masks was already in transport from the manufacturer of which Ms. Jewett was aware at the time, on or around May 8, 2020, and delivered to Defendant Baptist Health shortly thereafter.Rad Wear, Inc. v. Baptist Health System, Inc. Alachua County Complaint and Demand for Jury Trial f 24. Plaintiff Rad Wear invoiced for these 100,000 Masks on or about May 8, 2020, which reflected a balance of 375,000 Masks to which Defendant Baptist Health did not object. A true and complete copy of the invoice is attached hereto as Exhibit 3. 25. On or about May 7, 2020, Plaintiff Rad Wear was contacted via email by Ms. Gretchen Miller, on behalf of Defendant Baptist Health, inquiring whether the remaining Masks could be cancelled. 26. Baptist Health has only accepted delivery of and paid for the above 125,000 Masks and has failed and refused to accept delivery of and pay for the balance of the order, which consists of 375,000 Masks. 27. On or about July 15, 2020, Ms. Miller also admitted to Plaintiff Rad Wear that Ms. Jewett had mishandled the Mask order and had Ms, Miller been involved, Defendant Baptist Health would not be in breach. 28. Via voicemail dated May 12, 2020, Defendant Baptist Health also admitted to the purchase of hundreds of thousands of Masks, far more than 125,000. 29. The undelivered 375,000 Masks, at all relevant times hereto, are in the possession of Clothpromotions although such Masks may be delivered to Plaintiff Rad Wear in Alachua County at a later time. 30. Plaintiff Rad Wear has performed all of its obligations under the Agreement and all other conditions precedent have occurred. COUNT I Violation of Florida’s Unfair and Deceptive Trade Practices Act 31. Plaintiff realleges the allegations set forth in Paragraphs 1-29 above as if set forth herein in full.Rad Wear, Inc. v, Baptist Health System, Inc. Alachua County Complaint and Demand for Jury Trial é 32. Pursuant to Chapter 501, Florida Statutes, Plaintiff is a “consumer” for purposes of the Florida Deceptive and Unfair Trade Practices Act ((FDUTPA”). 33. The misrepresentations, conduct, and failure to act of Defendant Baptist Health, as set forth in Paragraphs 6-28, are deceptive acts and unfair practices pursuant to Section 501.204 of the FDUTPA. 34, Asaresult of Defendant Baptist Health’s conduct, Plaintiff Rad Wear has suffered actual damages and is entitled statutory damages as set forth in the FDUTPA. 35. Pursuant to Section 501.2105 of the FDUTPA, Plaintiff Rad Wear is entitled to recovery of its reasonable attorney’s fees and costs. WHEREFORE, Plaintiff Rad Wear respectfully requests compensatory and statutory damages and reasonable attorney’s fees and costs, to be proven at trial, and such other and further relief as the Court deems just and proper. COUNT H Breach of Contract: Uniform Commercial Code 36. Plaintiff realleges the allegations set forth in Paragraphs 1-30 above as if set forth herein in full. 37. Defendant Baptist Health had an obligation, pursuant to the Agreement, to accept delivery of and pay for the balance of the 500,000 Masks, specifically the 375,000 Masks that remain in the possession of Clothpromotions and/or Plaintiff Rad Wear. See, Exhibit 1. 38. Defendant Baptist Health, despite multiple demands made by Rad Wear, has failed and refused to accept delivery of and pay for the 375,000 Masks.Rad Wear, Inc. v. Baptist Health System, Inc. Alachua County Complaint and Demand for Jury Trial é 39. Pursuant to the terms of the Agreement, the transaction at issue involves the sale of goods for more than $500 and thus Plaintiff Rad Wear is availed to the rights and remedies afforded under Chapter 672, Florida Statutes (the “Uniform Commercial Code”). See, Exhibit 1. 40. As a result of Defendant Baptist Health’s breach, Plaintiff has been damaged and is entitled to remedies pursuant to Section 672.703 and more specifically Section 672.708 or 672.709, Florida Statutes, or alternatively, Section 672.706, Florida Statutes, in addition to incidentals. 41. Asit concerns recovery under Section 672.706, Florida Statutes, Defendant Baptist Health has admitted that the market price for a Mask is $.05. WHEREFORE, Plaintiff Rad Wear respectfully requests compensatory and incidental damages, to be proven at trial, and such other and further relief as the Court deems just and proper. Count HT Negligent Misrepresentation 42. In the alternative to Count Il, Plaintiff realleges the allegations in Paragraphs 1-29 set forth above as if set forth herein in full. 43. As set forth in Paragraphs 6, 10-12, 16 and 18, Defendant Baptist Health made multiple, ongoing, and repeated statements to Plaintiff Rad Wear that it would accept delivery of and pay for the 500,000 Masks at $.64 per Mask. 44. The statements concerned material facts that Defendant Baptist Health believed to be true but which were in fact false. 45. Defendant Baptist Health was negligent in making the statements because Defendant Baptist Health should have known that its statements and representations were false.Rad Wear, Inc. y. Baptist Health System, Inc. Alachua County Complaint and Demand for Jury Trial é 46. | When making the statements, Defendant Baptist Health intended or expected that Plaintiff Rad Wear would rely on the statements. 47, Plaintiff Rad Wear justifiably relied on the misrepresentations in placing an order and making a financial commitment to Clothpromotions to purchase 500,000 Masks. 48. Defendant Baptist Health’s failure and refusal to accept the remaining 375,000 Masks, despite its representations, has caused damages to Plaintiff Rad Wear in an amount to be proven at trial. WHEREFORE, Plaintiff Rad Wear respectfully requests compensatory and incidental damages to be proven at trial, and such other and further relief as the Court deems just and proper. Count 1V Promissory Estoppel 49. In the alternative to Counts I] and II, Plaintiff realleges the allegations in Paragraphs 1-29 set forth above as if set forth herein in full. 50. As set forth in Paragraphs 6, 10-12, 16 and 18, Defendant Baptist Health made multiple, ongoing, and repeated representations to Plaintiff Rad Wear that it would accept delivery of and pay for the 500,000 Masks at $.64 per Mask and that the 100,000 Mask language to be included in the estimates and Agreement were only for the hospital’s internal purposes. 51. The statements concerned material facts that are contrary to Defendant Baptist Health’s later-asserted position that Defendant Baptist Health is not responsible for and will not pay for the 375,000 Masks. 52. Plaintiff Rad Wear reasonably relied on the misrepresentations of Defendant Baptist Health.Rad Wear, Inc. v. Baptist Health System, Inc. Alachua County Complaint and Demand for Jury Trial 53.‘ Plaintiff Rad Wear changed its position to its detriment as a result of Defendant Baptist Health’s misrepresentations and Plaintiff Rad Wear’s reliance thereon, by placing an order and making a financial commitment to Clothpromotions to purchase 500,000 Masks. 54. Defendant Baptist Health's failure and refusal to accept the remaining 375,000 Masks, despite its misrepresentations, has caused damages to Plaintiff Rad Wear in an amount to be proven at trial. WHEREFORE, Plaintiff Rad Wear respectfully requests compensatory and incidental damages to be proven at trial, and such other and further relief as the Court deems just and proper. Count V Contract Reformation 55. In the altemative to Counts Ii, Hl and IV, Plaintiff realleges the allegations in Paragraphs 1-30 set forth above as if set forth herein in full. 56. The reference to “100k pieces at a time...” set forth in the Agreement was the result of either a mutual mistake of Plaintiff and Defendant or a unilateral mistake by Plaintiff Rad Wear coupled with inequitable conduct of Defendant Baptist Health through its failure and refusal to accept and pay for the remaining 375,000 Masks. See, Exhibit 1. 57. The language “100k pieces at a time...” fails to express the agreement of the Plaintiff and Defendant that Defendant Rad Wear would accept and pay for 500,000 Masks as otherwise set forth in the Agreement. See, Exhibit 1. 58. As aresult of the mistake as set forth above, whether mutual or unilateral, Plaintiff Rad Wear has been damaged in an amount to be proven at trial.Rad Wear, Inc. v. Baptist Health System, Inc. Alachua County Complaint and Demand for Jury Trial é WHEREFORE, Plaintiff Rad Wear respectfully requests reformation of the Agreement to remove reference to “100k pieces at a time...”, compensatory and incidental damages to be proven at trial, and such other and further relief as the Court deems just and proper. FOLDS, WALKER & MALTBY, LLC RICHARD B, MALTBY, FBN: 0123602 527 E. University Avenue Gainesville, FL 32601 rich@fwmlawfirm.com brianna@fwmlawfirm.com (352) 372-1282 (352) 375-9960 (facsimile) Attorney for Plaintiff 10Rad Wear, Inc. . 2135 NW Ath Terrace, Sute A Estimate EA K Gainesville, FL 32605 Office (352) 727-4498 Date Estimate # Fax (352) 727-4499 info@radweardesigns.com 3/31/2020 20275 www.radweardesigns.com Bill To Ship To Baptist Medical Center Baptist Medical Center - Warehouse PO BOX 45128 3563 Philips Hwy, Suite £-S01 Jacksonville, FL 32232 Jacksonville, FL 32207 (904) 202-2036 Att: Bonnie Jewett P.O. No. Terms Rap Project 101035001306 Due on receipt RR-AH Disposable Face Masks Description Qty Rate Amount Disposable Face Masks - CE NPS020030053 100,000 0.64 64,000.00 “400K pieces at a time, priced for a TOTAL order of SOK pieces Shipping: FedEx Ground, Using Client's Shipper #:. Oo 0.00 0.00 Production Time: 10-15 business days FIRM in-hands date: ASAP “inventory is subject to change “Estimate is valid through 04/10/20 order completion. **Credif card payments will incur a 3% convenience Tee *This is NOT an invoice, please do not pay off of this estimate. An invoice will be seat on x Bonen La arzoac20 Please sign & remit to above e-mail address or fax number to begin processing order. Thanks! Subtotal $64,000.00 Sales Tax (0.0%) $0.00 Total $64,000.00 EXHIBIT aRad Wear, Inc. | An 2136 NW 40th Terrace, Suite A Invoice EA, Gainesville, FL 32605 K Office (352) 727-4498 Date Invoice # Fax (352) 727-4499 info@radweardesigns.com 8/7/2020 A577 www.radweardesigns.com Bill To Ship To Baptist Medical Center Baptist Medical Center - Warehouse PO BOX 45128 3563 Philips Hwy, Suite E501 Jacksonville, FL 32232 Jacksonville, PL 32207 (904) 202-2036 Attn: Bonnie Jewett P.O. No. Terms Rep Project 101036001306 Due on receipt RR-AH Disposable Face Masks. Description Qty Rate Amount Disposable Face Masks - CE NPS020030053 25,000 0.64 46,000.00 Balance of 475K remaining Shipping: 0 0.00 0.00 Over 150 Ibs.: Use Optifreight, Call 888-457-5851 to arrange pick up Under 150 Ibs.: Use FedEx Ground, Shipper # 476568749 ‘BMC **Credit card payments will incur a 3% convenience fee Subtotal $16,000.00 **Payments not received within 30 days are subject to a 1.5% per month lute charge [F*Any issues with the order must be reported within 5 business days of receiving the order Sales Tax (0.0%) $0.00 Total $16,000.00 Payments/Credits $0.00 ‘Thank you for your business. Balance Due $16,000.00 EXHIBIT aRad Wear, Inc. z Ab, 2135 NW 40th Terrace, Suite A Invoice A, Gainesville, FL 32605 Office (352) 727-4498 Date lnveice # Fax (352) 727-4499 info@radweardesigns.com 8/26/2020 47689 www. radweardesigns.com Bill To Ship To Baptist Medical Center Baptist Medical Center - Warehouse PO BOX 45128 3563 Philips Hwy, Suite E-S07 Jacksonville, FL 32232 Jacksonville, FL.32207 (904) 202-2036 Atin: Bonnie Jewett P.O. No. Terms Rep Project 107035001306 Due on receipt RR-AH Disposable Face Masks Description Qty Rate Amount Disposable Face Masks - CE NPS020030053 400,000 0.64 64,000.00 Balance of 375K remaining Shipping: 9 0.00 0.00 Over 150 ibs.: Use Optifreight, Call 888-457-5851 to arrange pick up Under 150 Ibs.: Use FedEx Ground, Shipper # 476568749 {BMC **Credit card payments will incur a 3% convenience fee Subtotal $64,000.00 **Payments not received within 30 days are subject to a 1.3% per month late charge [F*Any issues with the order must be reported within 5 business days of receiving the order Sales Tax (0.0%) $0.00 Total $64,000.00 Payments/Credits $0.00 Thank you for your business. Balance Due $64,000.00 EXHIBIT 3