IN THE CIRCUIT COURT OF MONTGOMERY COUNTY, ALABAMA ELECTRONICALLY FILED 12/17/2012 2:06 PM CV-2012-901531.00 CIRCUIT COURT OF MONTGOMERY COUNTY, ALABAMA FLORENCE CAUTHEN, CLERK INNOVATION SPORTS & ) ENTERTAINMENT, as Successor-in- ) Interest to GSP CONSULTING CORP., ) ) Plaintiff, ) ) v. ) ) ALABAMA STATE UNIVERSITY, ) WILLIAM HARRIS, Individually ) and in his official capacity as President ) CV-2012-901531 of Alabama State University, DR. ) JOSEPH SILVER, Individually and in ) his official capacity as President of ) Alabama State University, JOHN ) KNIGHT, Individually and in his official ) capacity as Executive Vice President of ) Alabama State University, ) ) Defendants. ) ANSWER (COMPLAINT DENIED) The Defendants, Alabama State University ( ASU ), Dr. William H. Harris ( Harris ) and Dr. John F. Knight ( Knight ), by and through undersigned counsel, hereby submit this Answer denying the Plaintiff s allegations in the above-styled lawsuit. Any allegations that are not expressly admitted are denied by the Defendants. INTRODUCTION 1. Denied and the Defendants demand strict proof thereof. PARTIES AND VENUE 2. The Defendants are without sufficient information to either admit or deny. 3. The Defendants are without sufficient information to either admit or deny. 4. Denied that the zip code is 36106 for ASU s principal place of business. The remaining portion of the statement is admitted. 1
5. Admitted that Harris a former President of ASU. The remaining portion of the statement is denied. 6. Admitted that Silver is the President of ASU. The remaining portion of the statement is denied. 7. Denied as to the capacity in which Knight is sued. The remaining portion of the statement is admitted. 8. Denied. 9. Denied. FACTUAL ALLEGATIONS The Marketing Agreement 10. Denied and the Defendants demand strict proof thereof. 11. Denied and the Defendants demand strict proof thereof. 12. Denied and the Defendants demand strict proof thereof. 13. Denied and the Defendants demand strict proof thereof. 14. Denied and the Defendants demand strict proof thereof. 15. Denied and the Defendants demand strict proof thereof. 16. Denied and the Defendants demand strict proof thereof. 17. Denied and the Defendants demand strict proof thereof. 18. Denied and the Defendants demand strict proof thereof. 19. Denied and the Defendants demand strict proof thereof. The Consulting Agreement 20. Denied and the Defendants demand strict proof thereof. 21. Denied and the Defendants demand strict proof thereof. 22. Denied and the Defendants demand strict proof thereof. 2
23. Denied and the Defendants demand strict proof thereof. GSP s Assignment of the Marketing Agreement and Consulting Agreement 24. Denied and the Defendants demand strict proof thereof. 25. Denied and the Defendants demand strict proof thereof. 26. Denied and the Defendants demand strict proof thereof. Innovation s Performance of the Marketing Agreement 27. Denied and the Defendants demand strict proof thereof. 28. Denied and the Defendants demand strict proof thereof. 29. Denied and the Defendants demand strict proof thereof. 30. Denied and the Defendants demand strict proof thereof. 31. Denied and the Defendants demand strict proof thereof. 32. Denied and the Defendants demand strict proof thereof. 33. Denied and the Defendants demand strict proof thereof. 34. Denied and the Defendants demand strict proof thereof. 35. Denied and the Defendants demand strict proof thereof. The Termination of the Marketing Agreement 36. Denied and the Defendants demand strict proof thereof. 37. Denied and the Defendants demand strict proof thereof. 38. Denied and the Defendants demand strict proof thereof. 39. Denied and the Defendants demand strict proof thereof. 40. Denied and the Defendants demand strict proof thereof. 41. Denied and the Defendants demand strict proof thereof. 42. Denied and the Defendants demand strict proof thereof. 3
The Termination of the Consulting Agreement 43. Denied and the Defendants demand strict proof thereof. 44. Denied and the Defendants demand strict proof thereof. 45. Denied and the Defendants demand strict proof thereof. 46. Denied and the Defendants demand strict proof thereof. 47. Denied and the Defendants demand strict proof thereof. 48. Denied and the Defendants demand strict proof thereof. 49. Denied and the Defendants demand strict proof thereof. COUNT I BREACH OF CONTRACT (Innovation v. ASU; William Harris; Joseph Silver; John Knight) 50. The Defendants incorporate responses to paragraphs 1 through 49. 51. Denied and the Defendants demand strict proof thereof. 52. Denied and the Defendants demand strict proof thereof. 53. Denied and the Defendants demand strict proof thereof. 54. Denied and the Defendants demand strict proof thereof. 55. Denied and the Defendants demand strict proof thereof. 56. Denied and the Defendants demand strict proof thereof. 57. Denied and the Defendants demand strict proof thereof. 58. Denied and the Defendants demand strict proof thereof. 59. Denied and the Defendants demand strict proof thereof. WHEREFORE, The Plaintiff is not entitled to any of the relief requested. 4
COUNT II QUANTUM MERUIT (Innovation v. ASU; William Harris; Joseph Silver; John Knight) 60. The Defendants incorporate responses to paragraphs 1 through 59. 61. Denied and the Defendants demand strict proof thereof. 62. Denied and the Defendants demand strict proof thereof. 63. Denied and the Defendants demand strict proof thereof. 64. Denied and the Defendants demand strict proof thereof. 65. Denied and the Defendants demand strict proof thereof. WHEREFORE, The Plaintiff is not entitled to any of the relief requested. PRAYER FOR RELIEF WHEREFORE, The Plaintiff is not entitled to any of the relief requested. AFFIRMATIVE DEFENSES The Defendants assert the following affirmative defenses without assuming the burden of proof of such defenses that would otherwise rest on Plaintiff. The Defendants reserve the right to assert other defenses as discovery proceeds. FIRST AFFIRMATIVE DEFENSE The Plaintiff s Complaint fails to state a claim upon which relief can be granted against any of the Defendants, collectively or individually. SECOND AFFIRMATIVE DEFENSE No contract or contractual relationship existed between the Defendants and the Plaintiff. THIRD AFFIRMATIVE DEFENSE The Defendants state that they did not breach a contract, if any existed, with Plaintiff. 5
FOURTH AFFIRMATIVE DEFENSE The Defendants state that the Plaintiff has failed to comply with and/or satisfy conditions precedent necessary to recover under the alleged contract. FIFTH AFFIRMATIVE DEFENSE The Defendants state that the alleged contract is unenforceable due to mistake. SIXTH AFFIRMATIVE DEFENSE The Defendants state that the alleged contract is void and unenforceable under Alabama Law. SEVENTH AFFIRMATIVE DEFENSE The alleged contract is void because it is not in writing and is in violation of the statute of frauds. EIGHTH AFFIRMATIVE DEFENSE The Defendants state they are not guilty of any wrongdoing, error, act or omission that may have cause damages to Plaintiff. NINTH AFFIRMATIVE DEFENSE The Defendants state that the Plaintiff s alleged injury and/or damage was the result of a superseding and/or intervening act other than those acts alleged in Plaintiff s Complaint. TENTH AFFIRMATIVE DEFENSE The Defendants state that the Plaintiff has failed to include all responsible parties and/or all parties of interest in this lawsuit. ELEVENTH AFFIRMATIVE DEFENSE The Defendants state that their conduct and activities were not the proximate cause of Plaintiff s injuries. 6
TWELFTH AFFIRMATIVE DEFENSE The Defendants state that the Plaintiff failed to mitigate its injuries. THIRTEENTH AFFIRMATIVE DEFENSE The Defendants state that they owed no duty to the Plaintiff. FOURTEENTH AFFIRMATIVE DEFENSE The Defendants state that they did not breach a duty, if any such duty existed. FIFTEENTH AFFIRMATIVE DEFENSE The Plaintiff s claims are barred, in whole or in part, by waiver, accord and satisfaction, lack of standing, release and/or estoppel. SIXTEENTH AFFIRMATIVE DEFENSE The Plaintiff s claims are barred, in whole or in part, by the doctrines of ratification, consent, and acquiescence. SEVENTEENTH AFFIRMATIVE DEFENSE The Defendants are entitled to absolute immunity pursuant to the Constitution of the State of Alabama against the Plaintiff s claims. EIGHTEENTH AFFIRMATIVE DEFENSE Harris and Knight are entitled to state-agent immunity in their individual capacities against the Plaintiff claims. NINETEENTH AFFIRMATIVE DEFENSE The alleged contract between ASU and GSP Consulting, Corp ( GSP ) and/or Innovation Sports ( Innovation ) is not invalid as the Plaintiff nor was its predecessor-in-interest licensed to do business during the performance of the alleged contract. TWENTIETH AFFIRMATIVE DEFENSE 7
Innovation Sports & Entertainment lacks standing as it was never a successor-in-interest to. TWENTY-FIRST AFFIRMATIVE DEFENSE Any alleged contract between ASU and GSP and/or Innovation is invalid as the signatory had no authority to contract on behalf of GSP. TWENTY-SECOND AFFIRMATIVE DEFENSE The Plaintiff is barred from recovery under the doctrine of unclean hands. Specifically, the Plaintiff and/or its agent(s) have engaged in fraudulent misrepresentation of fact. TWENTY-THIRD AFFIRMATIVE DEFENSE The alleged contract between GSP and BET was improperly assigned to Innovation; thereby, causing a breach of the alleged contract between GSP and ASU. TWENTY-FOURTH AFFIRMATIVE DEFENSE The alleged contract between ASU and Innovation was properly terminated for nonperformance. Further, Innovation lacked the ability to perform under the alleged contract. Respectfully Submitted, /s/ Ramadanah S. Jones KENNETH L. THOMAS (THO043) RAMADANAH S. JONES (SAL026) JOI C. SCOTT (SCO032) OF COUNSEL: Kenneth L. Thomas, Esq. Ramadanah S. Jones, Esq. Joi C. Scott, Esq. Office of the General Counsel ALABAMA STATE UNIVERSITY P.O. Drawer 271 Montgomery, Alabama 36101-0271 8
(334) 229-1465 (phone) (334) 277-2301 (fax) kthomas@alasu.edu rsjones@alasu.edu jscott@alasu.edu CERTIFICATE OF SERVICE I hereby certify that a copy of the foregoing has been served upon the following by forwarding a copy via this Court s electronic filing system on this the 17 th day of December 2012. Joshua D. Wilson, Esq. WIGGINS, CHILDS, QUINN AND PANTAZIS, LLC 301 19 th Street North Birmingham, Alabama 35203 Lauren D. Rushak, Esq. THORP REED & ARMSTRONG, LLP One Oxford Centre 301 Grant Street, 14 th Floor Pittsburgh, Pennsylvania 15219-1425 /s/ Ramadanah S. Jones OF COUNSEL 9