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See comment regarding question. IN THE CIRCUIT COURT OF       COUNTY, MISSISSIPPI       PLAINTIFF VS. CIVIL ACTION NO.             DEFENDANT COMPLAINT       COMES NOW       , Plaintiff in the above styled cause, by and through counsel, and files this civil action against       , Defendant, and in support thereof would show the following: PARTIES 1. Plaintiff,       (hereinafter "       "), is a Mississippi business corporation with its principal place of business at       ,       County, Mississippi. 2. Defendant,       (hereinafter "       ") is an adult resident of       County, Mississippi, who may be served with process at his/her residence       ,       , Mississippi. FACTUAL BACKGROUND 3. On or about       ,       ,       (hereinafter "       ") began doing business as a sole proprietor under the name       . At the outset,       was engaged primarily in the business of providing forklift batteries and related products to various products throughout       and       Mississippi. As his/her customer base grew,       saw the opportunity to expand his/her business to include forklift maintenance and repair. 4. After securing commitments from numerous customers that they would allow       to 1 provide maintenance and repair to their forklifts,       sought to hire a forklift technician/mechanic. One of the persons responding to       's efforts to locate a forklift technician/mechanic was       . Ultimately,       decided to hire       on an at-will basis and agreed to pay him/her an hourly wage for work performed. 5. As the business grew and expanded,       constantly requested that       allow him/her to "own a piece of the rock" and repeatedly offered to buy a portion of the business. In       ,       ,       was in need of additional capital and discussed with       the possibility of       purchasing an ownership interest in the business.       and       ultimately agreed that       would loan       the sum of $       , evidenced by a Promissory Note.       and       further agreed that the business would be incorporated effective             ,       , with       and his/her husband/wife receiving       % of the stock in the corporation, in exchange for all of the assets and liabilities of the sole proprietorship, and with       to receive       % of the stock in exchange for cancellation of       's $       Promissory Note. 6.       was formed as a Mississippi corporation effective             ,       , with       receiving       shares,       's husband/wife ,       , receiving       shares,       received       shares of       in exchange for cancellation of the $       Promissory Note. The corporation was further organized with       , his/her husband/wife , and       being named the Board of Directors, and with       being elected President,       being elected Vice-President, and       being elected Secretary-Treasurer. 7. In addition to serving in his/her capacity as an officer and director of the corporation,       was also hired as service manager for       . 8. In             ,       , in his/her capacity as president of       , terminated       's employment as service manager due to       's mismanagement of the service department, 2 disruptive personnel practices and customer dissatisfaction. 9. Immediately upon termination and in total disregard for his/her duties as an officer, director and shareholder of       ,       tortiously and intentionally enticed       of       's forklift technicians/mechanics to terminate their employment with       and to come to work for       in competition with       . At the same time,       contacted various customers of       in an attempt to convince such customers not to do business with       but instead, to do business with       .       also intentionally and tortiously made untrue and derogatory comments regarding       and otherwise attempted to undermine and destroy the relationships which       had with its customers and to otherwise injure       's business reputation. 10. As a result of       's actions in enticing three of       's employees to cease their employment, in enticing or attempting to entice       's customers to cease doing business with       and otherwise disparaging       's name,       has suffered financial losses, as well as loss of business reputation. 11. Approximately       after       was terminated,       's husband/wife contacted       in his/her capacity as President of       and requested that       give       a second chance. Reluctantly,       agreed and       was rehired as service manager for       beginning             ,       . 12. In             ,       , in his/her capacity as President of       , discovered that       was or had been engaging in conduct adverse to the best interest of       . In particular, it was discovered that       had tortiously and intentionally enticed or attempted to entice various employees of       to leave employment, had tortiously and intentionally enticed or attempted to entice customers not to do business with       or to allow       to perform repairs at night and on weekends for his/her own benefit, and otherwise engaged in conduct which did or was 3 intended to damage the economic viability of       . 13. In             , it was also discovered that       broke into       's locked office and locked filing cabinet and removed therefrom confidential and proprietary information pertaining to       's customers, contracts and other business records. 14. At all relevant times,       had an obligation as an officer, director and service manager of       to conduct himself/herself in a manner, at all times, consistent with the best interest of       . COUNT ONE BREACH OF FIDUCIARY DUTY 15. The allegations and enfranchise of Paragraphs 1 through 15 set forth above are realleged in full and incorporated herein by reference. 16.       has a fiduciary duty and is required to deal with       using utmost good faith, undivided loyalty and with inherent fairness.       has breached his/her fiduciary duty to       and has engaged in conduct contrary to the best interest of       . COUNT TWO MISAPPROPRIATION OF TRADE SECRETS AND PROPRIETARY DATA 17. The allegations and enfranchise of Paragraphs 1 through 15 set forth above are realleged in full and incorporated herein by reference. 18.       has misappropriated, misused and otherwise, for his/her own illegal use, the trade 4 secrets and proprietary data of       . COUNT THREE UNJUST ENRICHMENT 19. The allegations and enfranchise of Paragraphs 1 through 15 set forth above are realleged in full and incorporated herein by reference. 20.       has been unjustly enriched by the diversion of materials and/or supplies and other benefits to himself/herself at the expense of       , and should be required to pay       the amount diverted from it or the value of such materials, supplies and benefits. COUNT FOUR PUNITIVE DAMAGES 21. The allegations and enfranchise of Paragraphs 1 through 15 set forth above are realleged in full and incorporated herein by reference. 22. The actions of       in breaching his/her fiduciary duty, in intentionally and tortiously interfering with       's employment contracts and in intentionally and tortiously interfering with       's customer relations, were done knowingly, willfully and intentionally or with reckless disregard for the rights of       , evidencing bad faith on the part of       and entitling       to punitive damages.       sues       for punitive damages in the amount of $       in order to punish       for his/her actions and to deter such activities by him/her in the future. COUNT FIVE INTENTIONAL INTERFERENCE WITH BUSINESS 23. The allegations and enfranchise of Paragraphs 1 through 15 set forth above are realleged 5 in full and incorporated herein by reference. 24. At all relevant times hereto,       knew that       was engaged in the business of selling forklift batteries, accessories and other products, and providing forklift maintenance and repair services.       was aware that any contacts, persuasion, influence, inducement or coercion exerted upon       's customers would result in a loss of termination of business to       , thereby causing       injury. The actions of       were intentional in nature, were calculated to cause damage to the business of       , were reformed with the unlawful purpose of causing such damage and loss without any right or justifiable cause on the part of       , and resulted in actual damages to       , thereby constituting an intentional interference with business relations and pursuits of       . These actions were performed and exercised by       during a time in which he/she was certain or substantially certain that his/her actions would result in such interference with the business relations and pursuits of       . 25. As a direct and proximate result of the tortious actions undertaken and performed by       ,       has suffered damages and injury to its business and is entitled to recover from       to the extent of the damages suffered by it. COUNT SIX INTENTIONAL INTERFERENCE WITH EMPLOYMENT RELATIONS 26. The allegations and enfranchise of Paragraphs 1 through 15 set forth above are realleged in full and incorporated herein by reference. 27.       was aware that any contacts, persuasion, influence, inducement or coercion exerted upon       's key employees to terminate or otherwise cease their employment with       . These employees were needed for       to provide adequate and competent services to 6 its customers and to otherwise maintain its customer relations, thereby causing       injury. The actions of       were intentional in nature, were calculated to cause damage to the business of       , were reformed with the unlawful purpose of causing such damage and loss without any right or justifiable cause on the part of       , and resulted in actual damages to       , thereby constituting an intentional interference with employee relations and pursuits of       . These actions were performed and exercised by       during a time in which he/she was certain or substantially certain that his actions would result in such interference with the employee relations and pursuits of       . 28. As a direct and proximate result of the tortious actions undertaken and performed by       ,       has suffered damages and injury to its business and is entitled to recover from       to the extent of the damages suffered by it. WHEREFORE, PREMISES CONSIDERED, Plaintiff,       prays that summons is issued against the Defendant,       , that the Defendant be cited to appear and answer herein, that on a final hearing hereof, Plaintiff have judgment entered against the Defendant in the amount of $       in actual damages and in the amount of $       in punitive damages, plus reasonable attorneys fees and all costs of Court incurred herein. AND, Plaintiff,       prays for such other general or special relief to which it may be entitled under the circumstances. THIS, THE       DAY OF       , 20       . Respectfully submitted, _______________________________________       Attorney for       7 Of counsel:                         Telephone:       MSB #       Attorney for       8