Fill and Sign the Complaint Mississippi 497314116 Form

IN THE CIRCUIT COURT OF       COUNTY, MISSISSIPPI       , PLAINTIFF VS. CAUSE NO.             , Individually, and       D.B.A.       , DEFENDANT COMPLAINT COMES NOW Plaintiff       , by and through counsel, and files this Complaint against Defendant,       , individually and against       D.B.A.       , and, in support hereof, states as follows: PARTIES 1. Plaintiff       is an adult resident citizen of       County, Mississippi. 2. Defendant       is an adult resident citizen of       County, Mississippi who may be served with service of process by this Court at the following address:       ,       , MS       . RELEVANT FACTS 3. Some time prior to             ,       , Defendant       began doing business as       and engaged in the       business for commercial and residential clients. 4. During the same approximate time frame, Plaintiff       was engaged in the operation of a       business commonly known as       . 5. On or about             ,       , the Mississippi Secretary of State accepted Articles of Incorporation for ("       ").       's officers were as follows:       , President/Secretary and       , Vice President/Treasurer. In addition,       's registered agent was       who utilized the following address in his/her capacity as registered agent:       ,       , MS       . 6. On or about       ,       , President/Secretary of       , withdrew from the corporation. However, on             ,       , a Bill of Sale was executed between       ("       ") and       ("       ") which effectively transferred to       the       (       ) interest in       formerly owned by       .       transferred to       , Vice President of       , the sum of $       for this       (       ) interest in       . A true and correct copy of the Bill of Sale is attached hereto as Composite Exhibit "       ". 7. In return for       capital contribution,       represented to       that       would immediately issue an appropriate amount of       common stock to       in order that       $       investment would be officially recognized in       's corporate records.       refused/failed to issue any       common stock to       even though       made numerous demands on       to do so. 8. In addition to the cash involved in the purchase of the interest of       ,       also agreed to merge his/her existing       business with       . To effectuate such agreement,       brought his/her clients, equipment and goodwill into the corporation and allowed       , as a principal of       , a       (       ) interest in all of the clients, assets, equipment, accounts and goodwill       brought into the corporation.       , at all times pertinent hereto, shared in the income generated from the       business.       , in return for       actions, agreed to cause a cash payment of $       to be made to       . As with the corporate stock,       failed/refused to make any payments toward the $       owing to       although       , as a principal of       , accepted, used and exercised general control over the customer list and all the assets       placed at       disposal. 9. Although       operated in good faith by honoring all written and oral agreements with       ,       successfully created and operated a scheme whereby       represented that       would take the above described actions regarding       business interests when no such actions were ever contemplated by       or authorized by       . Actually       , as the only remaining principal of       , failed to maintain any corporate formalities as required by law including but not limited to the failure to file annual franchise taxes, maintain corporate minutes and the failure to execute any corporate resolutions giving       the power to buy and sell assets on behalf of       or to enter into contracts on its behalf. Furthermore,       was responsible for withholding employee taxes which directly created a tax liability in the approximate amount of $       for       and, in addition,       established separate bank accounts other than that maintained by       in which       placed corporate and/or partnership funds which were never accounted to       although       owned a       (       ) interest in the assets of       . 10. On             ,       ,       communicated with       and defined their prior business relations as those relative to a general partnership, not a corporation. Furthermore,       declared the partnership to be dissolved and that he/she would continue the       business as "       D.B.A. “       ” without the assistance of       . 11.       's fraudulent conduct forced       to withdraw from his/her association with       /       and, on             ,       , demanded by and through his/her attorney that he/she be repaid his/her initial investment of $       , together with a share of the profits, receivables, and other corporate assets existing at the time of his/her withdrawal. In addition, certain equipment, accounts and goodwill for which       was to be compensated in the amount of $       remained with       /       and, accordingly,       requested payment of reasonable compensation based on the influx of clients, assets and equipment to       , as a principal of       .       failed and/or refused to meet any of       demands. 12. On or about             ,       , the Mississippi Secretary of State administratively dissolved       and on this date,       was the only principal holding any position and/or title with       . 13. To date,       has failed/refused to honor any and all contracts/agreements with       , failed and/or refused to repay any sums demanded by       and has failed and/or refused to return any equipment rightfully owned by       subsequent to the upon the dissolution of       and/or any alleged general partnership. COUNT I BREACH OF CONTRACT 14. Plaintiff       adopts, realleges and incorporates his/her allegations set forth in Paragraphs 1 - 13 of this Complaint. 15. The above and foregoing actions of Defendant       give rise to a cause of action for breach of contract as       breached his/her contract with       by failing to issue to       corporate stock in       to officially reflect       capital contribution to       . In addition,       breached his/her oral contract with       by accepting a       (       ) interest in       equipment, accounts, customer lists, etc. without the commensurate payment of $       to       as due and owing under their contract. 16. All of the foregoing conduct constitutes a breach of contract, which has resulted in damages to       . COUNT II BREACH OF GOOD FAITH AND FAIR DEALING 17. Plaintiff       adopts, realleges and incorporates his/her allegations set forth in Paragraphs 1 - 16 of this Complaint. 18. The above and foregoing actions of Defendant       give rise to a cause of action for breach of fiduciary duty, good faith and fair dealing as       was principal of       and/or was a general partner with Plaintiff in a       business. 19.       has intentionally breached all contracts with       and in so doing evidenced an intent never to have honored his/her agreements with       in spite of direct, affirmative, representations to       that those agreements should be honored, all of which has resulted in damage to       . COUNT III TORTIOUS INTERFERENCE 20. Plaintiff       adopts, realleges and incorporates his/her allegations set forth in Paragraphs 1 - 19 of this Complaint. 21. The above and foregoing actions of Defendant       give rise to a cause of action for tortious interference with prospective business relations and/or tortious interference with contract as       intentionally misrepresented his/her relationship with       in order to gain an interest in       customer list,       equipment, accounts and inventory. All of the foregoing has specifically caused       damage, including but not limited to, monetary damages in an amount not less than $       . 22.       has misappropriated and converted       clients, physical assets and funds and in so doing interfered with       ability to serve clients generated, maintained and serviced by       prior to his/her association with       . COUNT IV FRAUD 23. Plaintiff       adopts, realleges and incorporates his/her allegations set forth in Paragraphs 1 - 22 of this Complaint. 24. The above and foregoing actions of Defendant       gives rise to a cause of action for fraud due to the knowing and intentional misrepresentations made by       to       regarding the issuance of       corporate stock and also regarding       's misrepresentations concerning the $       payment for       's interest in       equipment in the following particulars: (a) On or about             ,       ,       was offered an interest in a business represented by       to be a Mississippi corporation; (b) On or about             ,       ,       was told that he/she would be issued stock in the corporation; (c) On or about             ,       ,       was induced to pay $       based on an affirmative representation that the payment would cause the purchase of assets and issuance of stock of the company to       ; (d) On or about             ,       ,       was promised that       would purchase       (       ) of the assets of       for $       ; (e) All of the foregoing representations were made by       to induce       to furnish $       in cash, physical assets, client list, good will and all other assets of       business; (f) All of the foregoing affirmative representations caused       to share       (       ) of all profits and were generated by       business with       ; (g) At the time of the foregoing affirmative representations,       had no intention of meeting his/her obligations to       ; (h) At the time of affirmative representations,       misrepresented the corporate status of       and       's value as a going concern and/or       's ability to issue stock; (i) All of the foregoing representations were for the sole purpose of enticing       to transfer his/her interest in cash and other assets to       ; and (j) All of the foregoing representations constitute fraud and have resulted in damages to       . COUNT V CONVERSION 25. Plaintiff       adopts, realleges and incorporates his/her allegations set forth in Paragraphs 1 - 24 of this Complaint. 26. The above and foregoing actions of Defendant       give rise to a cause of action for conversion of       ownership interests regarding the subject equipment, accounts and related monetary proceeds as       forced       out of his/her association with       and/or the general partnership and caused such business organizations to be dissolved without any payment and/or return of equipment to       and as       retained such proceeds and equipment irrespective of       (       ) interest in such assets. 27.       has continued to use assets, equipment, capital and goodwill of       to generate income to himself/herself , having appropriated these assets to his/her own use and benefit.       is entitled to an award of       (       ) of the income generated by       since       was forced from the business association, plus an award of punitive damages and attorney's fees. COUNT VI 28. Plaintiff       adopts, realleges and incorporates his/her allegations set forth in Paragraphs 1 - 27 of this Complaint. 29. The above and foregoing actions of Defendant       give       the remedy of “accounting” against       for the converted proceeds and/or equipment by       individually and/or       D.B.A.       . COUNT VII 30. Plaintiff       adopts, realleges and incorporates his/her allegations set forth in Paragraphs 1 - 29 of this Complaint. 31. The above and foregoing actions of Defendant       constitute a violation of the Mississippi Uniform Trade Secrets Act, Miss. Code Ann. Sec. 75 - 26 - 1, et seq., as       's misrepresentations were calculated to and did cause       to disclose to       a customer list which was not generally known to the public or ascertainable by proper means and because said list derives independent economic value in the marketplace. 32. The violation of the Mississippi Uniform Trade Secrets Act has resulted in damages to       . COUNT VIII 33. Plaintiff       adopts, realleges and incorporates his/her allegations set forth in Paragraphs 1 - 32 of this Complaint. 34. In the alternative, the above and foregoing actions of Defendant       justify this Court's order that       has all rights and remedies defined in Miss. Code Ann. Sec. 79 - 12 - 79 as       was forced out of the partnership with       due to       's fraud and misrepresentations. COUNT IX 35. Plaintiff       adopts, realleges and incorporates his/her allegations set forth in Paragraphs 1 - 34 of this Complaint. 36. The above and foregoing actions of Defendant       constitute an independent tort justifying the imposition of exemplary and/or punitive damages. 37.       should be adjudged liable to       for exemplary and/or punitive damages in an amount to be set at the trial of this cause but believed not to be less than $       . WHEREFORE, PREMISES CONSIDERED, Plaintiff       demands judgment of, from and against Defendants       , Individually and       d/b/a       in the following particulars: A. For monetary damages arising from a breach of contract in an amount to be set at the trial of this cause; B. For an order requiring a $       payment plus legal interest running on and after             ,       arising from Defendants retention of Plaintiff's equipment, inventory, accounts and other additional assets; C. For payment(s) constituting Plaintiff's       (       ) interest in       , the general partnership or       d.b.a.       regarding any retained and unpaid profits, receivables or other liquidated corporate assets; D. For the return of Plaintiff's $       initial investment plus interest in       and/or the partnership; E. For an Order requiring the return of the equipment owned by Plaintiff yet retained by Defendants; F. Prejudgment and post judgment interest, along with attorney's fees to be set by the Court at the trial of this cause; G. For civil damages for Defendants knowing violations of the Mississippi Uniform Trade Secrets Act, Miss. Code Ann. Sec. 75 - 26 - 1, et seq.; H. For all rights and remedies offered by law pursuant to Miss. Code Ann. Sec. 79 - 12 - 79; I. For additional relief as is justified under the circumstances of this case; J. For an award of punitive and/or exemplary damages to be set at the trial of this cause but believed to be in an amount not less than $       . Dated, this the       day of       ,       . Respectfully submitted, _______________________________________       Attorney for       Of counsel:                         Telephone:       MSB #       Attorney for