FILED: NEW YORK COUNTY CLERK 08/21/2013 INDEX NO. 652945/2013 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 08/21/2013 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK --------------------------------------------------------------------------X BLACKPOOL VENTURES, INC., Index No. Plaintiff, -against - SUMMONS GUY PRUDHOMME and ALTERNATE CAPITAL LLC, Defendants. --------------------------------------------------------------------------X TO THE ABOVE NAMED DEFENDANTS: YOU ARE HEREBY SUMMONED to answer the complaint in this action and to serve a copy of your answer, or, if the complaint is not served with this summons, to serve a notice of appearance, on the Plaintiff's attorney within 20 days after the service of this summons, exclusive of the day of service (or within 30 days after the service is complete if this summons is not personally delivered to you within the State of New York); and in case of your failure to appear or answer, judgment will be taken against you by default for the relief demanded in the complaint. The basis of venue is contractual. Defendants Address for Service: 7200 Young Lane, Spotsylvania, Virginia, 22553 Dated: New York, New York August 21, 2013 Yours etc. /W. Marilynn Pierre, Esq. // W. MARILYNN PIERRE, ESQ. Attorney for Plaintiff 369 Lexington Avenue, 2 nd Floor New York, New York 10017 (646) 331-9991 tel
SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK --------------------------------------------------------------------------X BLACKPOOL VENTURES, INC., Index No. Plaintiff, -against - VERIFIED COMPLAINT GUY PRUDHOMME and ALTERNATE CAPITAL LLC, Defendants. --------------------------------------------------------------------------X Plaintiff, BLACKPOOL VENTURES, INC. (hereafter BPV or Plaintiff ), by its counsel, W. MARILYNN PIERRE, ESQ., as and for its Verified Complaint against the defendants, alleges as follows upon information and belief: York. PARTIES 1. Plaintiff is a Florida business corporation authorized to business in New 2. Upon information and belief, Defendant Guy Prudhomme (hereafter Prudhomme ) is an individual who resides in the Commonwealth of Virginia. 3. Upon information and belief, Defendant Alternate Capital, LLC is a Virginia limited liability company with its principle place of business located at 7200 Young Lane, Spotsylvania, Virginia, 22553. 4. All of the parties herein named are parties to that certain Transaction Engagement Agreement dated April 18, 2013 (hereafter the Agreement ) [Exhibit A annexed hereto and made a part hereof].
JURISDICTION AND VENUE 5. Jurisdiction and venue in New York County are appropriate pursuant to Paragraph 9(e) of the Agreement which specifically fixes the Supreme Court of New York County as the proper forum for resolving disputes arising from the Agreement. 6. The substantive law of the State of New York governs this dispute. FACTS COMMON TO ALL CAUSES OF ACTION Agreement Between Plaintiff and Defendants 7. Defendants solicited BPV to develop a fund to invest in its alleged real estate operations. The parties met and had discussions for a full two months prior to their formal engagement. 8. On or about April 18, 2013, Plaintiff and Defendants entered into the Agreement whereby defendants engaged plaintiff for the purposes specified in said Agreement. 9. BPV substantially performed all of its obligations pursuant to the Agreement and, all times, was ready, willing and able to access funding for the defendants fund, subject only to the conditions precedent that defendants adhered to their obligations and responsibilities under the Agreement. 10. Despite continuous prompting and demands by plaintiff, defendants did not comply with their obligations and responsibilities under the Agreement. 11. Rather, upon information and belief, upon execution of the Agreement, defendants immediately represented to third-parties that they were a fully funded hedge fund and possessed ample assets to close deals. 12. Upon information and belief, relying upon defendants knowingly false
and inaccurate representations, the third-parties whom relied upon defendants false and inaccurate representations, entered into real estate sales contracts with them. As a result of these specious contracts, the defendants came under pressure to consummate these transactions, though the fund was neither completed nor funded. 13. Had defendants provided BPV with the necessary information, paperwork and documents required and/or contemplated the Agreement, instead of prematurely attempting to lock-up various deals, it is likely that the transaction which was the subject of the Agreement would have closed and the defendants hedge fund would have been capitalized. 14. Instead, defendants wholly failed in their respective obligations to submit the necessary and required information and documents to plaintiff. 15. Subsequently, without due cause or basis, defendant Prudhomme became unbearably insistent (and nearly demonic) with his unreasonable demands for plaintiff s immediate funding. 16. Since BPV s obligation to fund defendants was premised upon defendants contractually agreed upon provision of due diligence materials, and since defendants woefully failed to provide these materials despite their affirmative obligation to provide them and plaintiff s constant prompting and requests, plaintiff did not accede to defendants improper and unjustified demands for immediate funding. 17. Unfortunately, upon information and belief, defendants third-party contracts were coming do and defendants behavior toward plaintiff became erratic in the face of plaintiff s refusal to access capital for defendants hedge fund by reason of defendants near total failure to comply with their due diligence obligations under the Agreement. Defendant Prudhomme became disruptive and hostile to plaintiff and plaintiff s business partners and
clients. 18. As a result of defendant Prudhomme s untoward behavior, BPV made a business decision to pay to the defendants the termination fee set forth in Section 3 of the Agreement in the face of defendants de facto and improper termination of the Agreement. 19. Subsequently, however, because Defendants had improperly extended themselves prematurely prior to funding, they now demanded an additional $50,000 from plaintiff in addition to the aforementioned termination fee. 20. Moreover, before plaintiff had a reasonable opportunity to respond to defendants unfounded demands, defendant Prudhomme commenced upon a campaign of cyberlibel and broadcast numerous false, irresponsible and perpetually damaging charges against the plaintiff. 21. Defendant Prudhomme has made, and continues to make, numerous and unrelenting threats, interruptions and defamatory statements against plaintiff and its principals, all of which are untenable, false, unfounded and malicious and are all made with the intent of impeding plaintiff s business and irreparably damaging its reputation. CAUSES OF ACTION FIRST CAUSE OF ACTION (Declaratory Judgment Against All Defendants) 22. Plaintiff repeats each and every allegation in Paragraphs 1 through 21 of this Amended Complaint as if set forth fully herein. 23. The Agreement was terminated, albeit improperly and unlawfully by defendants. Defendant s above referenced non-compliance was despite plaintiff s numerous
prompts and requests for information. 24. However, because of defendants willful and contumacious failure to provide plaintiff with the due diligence materials, documents and information required and contemplated by the Agreement, plaintiff has no further obligation with respect to defendants. 25. There now exists a dispute as to whether defendants are entitled to the termination fee and/or any other sums claimed. 26. There exists an actual and justiciable controversy as between the parties regarding their respective rights and remedies pursuant to the terms of the Agreement. 27. By reason of the foregoing, plaintiff is entitled to a declaration that the Agreement was properly and lawfully terminated, that it may retain the Engagement Fee paid upon contract, and be further entitled to reimbursement for due diligence costs, reasonable attorneys fees and the costs and disbursements of this action. SECOND CAUSE OF ACTION (Defamation/Libel Per Se Against Defendant Prudhomme) 28. Plaintiff repeats each and every allegation in Paragraphs 1 through 21 of this Amended Complaint as if set forth fully herein. 29. Defendants willfully, maliciously and with intent to harm plaintiff s business reputation, published and/or broadcast various defamatory statements against plaintiff on the internet. Copies of these defamatory statements are annexed hereto collectively as Exhibit B. 30. Said defamatory statements are untrue, unfounded, and without any basis in truth or fact. 31. Said defamatory statements are directed against and will perpetually
impair plaintiff s business reputation in the business community, which it serves. 32. By reason of the foregoing, plaintiff is entitled to damages against defendant Prudhomme in an amount to be determined at trial but not less than $5,000,000.00 for his per se liable of plaintiff and it's principals. THIRD CAUSE OF ACTION (Fraud in the Execution as Against Defendant Prudhomme) 33. Plaintiff repeats each and every allegation in Paragraphs 1 through 21 as if set forth fully herein. 34. Upon information and belief, during the period after the Agreement was executed and prior to plaintiff s termination of same (the Contract Period ), the defendants entered into at least one transaction on behalf of the proposed hedge fund. Said transaction(s) was/were at inflated prices in excess of fair market value. 35. Said transaction(s) were entered into at the inflated price(s) in order to unjustly enrich defendant Prudhomme and/or his business associates and cohorts. 36. Said transactions(s) were against the spirit and/or the letter of the Agreement between the parties and the contemplated ensuing hedge fund. 37. By reason of the foregoing, plaintiff is entitled to unspecified compensatory damages and punitive damages to be awarded by the trier of fact as against defendant Prudhomme. FOURTH CAUSE OF ACTION (Tortious Interference With Contract as Against Defendant Prudhomme) 38. Plaintiff repeats each and every allegation in Paragraphs 1 through 21 as if
set forth fully herein. 39. As part of his improper, unlawful, malicious and actionable efforts to disrupt and harm plaintiff s business operations, defendant Prudhomme contacted existing and/or prospective clients of plaintiff and slandered the plaintiff in an effort to gain support from these third-party clients of plaintiff. Defendant Prudhomme further harassed and intimidated these clients, all to the detriment of plaintiff. 40. Defendant Prudhomme s improper, malicious and spiteful discussions with said third-party clients of plaintiff were intended to tortuously interfere with plaintiff s contractual and other business relationships with said third-party clients. 41. By reason of the foregoing, Plaintiff has been damaged in an amount to be determined at trial, but believed to be no less than compensatory damages of $1,000,000.00, and punitive damages to be awarded by the trier of fact. FIFTH CAUSE OF ACTION (Preliminary and Permanent Injunction Against All Defendants) 42. Plaintiff repeats each and every allegation in Paragraphs 1 through 45 as if set forth fully herein. 43. Defendants continue to threaten, harass, and defame plaintiff and interfere with its business and/or contractual relationships. 44. Plaintiff is likely to succeed on the merits of its causes of action. 45. Plaintiff will suffer irreparable harm if the Court does not issue a preliminary and permanent injunction maintaining the status quo with respect to the egregious, defamatory and disruptive behaviors on the part of defendants described herein. 46. A balancing of the equities weighs in favor of Plaintiff.
47. Plaintiff has no adequate remedy at law. 48. Accordingly, Plaintiff is entitled to a preliminary and permanent injunction enjoining and restraining defendants from further threatening, harassing and defaming plaintiff and interfering with its business and/or contractual relationships. WHEREFORE, Plaintiff BlackPool Ventures, Inc. demands judgment as follows: 1. On the First Cause of Action, a declaration that the Agreement was properly and lawfully terminated, that it may retain the Engagement Fee paid upon contract, and be further entitled to reimbursement for due diligence costs, reasonable attorneys fees and the costs and disbursements of this action; 2. On the Second Cause of Action, a judgment for monetary damages against defendant Prudhomme in an amount to be determined at trial but not less than $5,000,000.00 for his per se liable of plaintiff and it's principals due to defendants libel; 3. On the Third Cause of Action, unspecified compensatory damages and punitive damages to be awarded by the trier of fact as against defendant Prudhomme due to defendant s fraud; 4. On the Fourth Cause of Action, compensatory monetary damages of $1,000,000.00, and punitive damages to be awarded by the trier of fact due to defendant s tortious interference with plaintiff s contractual/business relationships; 5. On the Fifth Cause of Action, a preliminary and permanent injunction and restraining defendants from further threatening, harassing and defaming plaintiff and interfering with its business and/or contractual relationships.; and
6. Awarding Plaintiff the costs, interest, reasonable attorneys fees (as set forth in the terms of the Agreement), and such other and further relief as the Court deems just and proper. Dated: New York, New York August 21, 2013 Yours etc. /W. Marilynn Pierre, Esq. // W. MARILYNN PIERRE, ESQ. Attorney for Plaintiff 369 Lexington Avenue, 2 nd Floor New York, New York 10017 (646) 331-9991 tel
Verification STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK ) I, W. MARILYNN PIERRE, ESQ., an attorney duly admitted to practice law in the courts of the State of New York, state that I am the attorney of record for the PLAINTIFF herein; that I have read the foregoing COMPLAINT and know the contents thereof; that the same is true to my own knowledge, except as to matters therein stated to be alleged on information and belief, and as to those matters I believe it to be true. The reason this verification is made by me and not by PLAINTIFF is because PLAINTIFF resides without the county in which his attorney maintains his office. The source of my knowledge is conversations with PLAINTIFF and/or review of notes, reports, records, and memoranda contained in the file maintained by my office. I affirm that the foregoing is true under the penalties of perjury. Dated: New York, New York August 21, 2013 /W. Marilynn Pierre, Esq. // W. MARILYNN PIERRE, ESQ.
SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK Index No. BLACKPOOL VENTURES, INC., Plaintiff, -against - GUY PRUDHOMME and ALTERNATE CAPITAL LLC, Defendants. SUMMONS AND VERIFIED COMPLAINT W. MARILYNN PIERRE, ESQ. Attorney(s) for Plaintiff Office and Post Office Address 369 Lexington Avenue, 2 nd Floor New York, New York 10017 (646) 331-9991 tel To: [see aff. of service] Signature (Rule 130-1.1-a) Attorney(s) for: /W. Marilynn Pierre, Esq. // Service of a copy of the within is hereby admitted. Dated: Attorney(s) for