Regarding Vern Buchanan: Plaintiffs' Motion For Leave To File Second Amended Complaint - 3/23/2012

SAM KARZAN a/k/ a SAM KHAZRWAN
and GWINNETT, LLC, a Florida

limited liability company,
Plaintiffs,
v.
VERNON G. BUCHANAN
and 1099 MANAGEMENT COMPANY,
LLC, a Florida limited
liability company,
Defendants.
- - - - - - - - - - - - - - - - - - - - ~ 1
IN THE CIRCUIT COURT OF THE TWELFTH
JUDICIAL CIRCUIT IN AND FOR SARASOTA
COUNTY, FLORIDA
CIVIL DIVISION
CASE NO. 2008 CA 15448 NC
PLAINTIFFS' MOTION FOR LEAVE TO FILE
SECOND AMENDED COMPLAINT !DATED MARCH 23, 20121
Plaintiffs, SAM KAZRAN and GWINNETT, LLC (collectively, "Plaintiffs"), by and
through the undersigned counsel and pursuant to Rule 1.190(a), Florida Rules of Civil
Procedure, hereby respectfully request that this Honorable Court grant them leave to file and
serve the proposed Second Amended Complaint [dated March 23, 2012], a copy of which is
annexed hereto as Exhibit A, and state in support the following:
BACKGROUND
1. On or about September 25, 2008, Plaintiffs filed their initial Complaint in this
Action. Defendants filed a Motion to Dismiss which, upon the recommendation of the
Magistrate, was denied in part and granted in part. Subsequently, Plaintiffs filed their first
amended complaint.
2. Thereafter, the undersigned substituted in as counsel and through formal and
informal discovery, as well as additional research, Plaintiffs and the undersigned have
STOK FOLK+ KON
18851 N.E. 29lh Avenue Suite 1005 Aventura, Florida 33180 (305) 935-4440 FAX: (305) 935-4470 e-mail: support@stoklaw.com
Knzran, et al v. Buchanan, et al.
Plaintiffs' Motion for Leave to Amend
Page2
determined that to fully adjudicate all of the claims, Plaintiffs must assert additional causes of
action against Defendants herein.
3. Accordingly, Plaintiffs respectfully requests that this Court grant them leave to
file and serve the proposed Second Amended Complaint, a copy of which is annexed hereto as
Exhibit A, in order to address any perceived deficiencies in the original complaints and to insure
that a complete determination of the issues in this action and the rights of the parties can be
conducted herein.
ARGUMENT
4. Pursuant to Fla. R. Civ. P. 1.190(a), leave of court for amendments to pleadings
shall be given freely if justice so requires. Ordinarily, a determination to amend the pleadings
rests within the sound discretion of the trial court, which will not be overturned unless an abuse
of discretion is demonstrated. See Surface v. Town of Bay Harbor Islands, 625 So. 2d 109 (Fla. 3d
DCA 1993); Bill Williams Air Conditioning & Heating, Inc. v. Hay Market Cooperative Bank, 592 So.
2d 302 (Fla. 1st DCA 1991); Holy Temple Church of God in Christ, Inc. v. Maxwell, 578 So. 2d 877,
878 (Fla. 1st DCA 1991).
5. However, all doubts should be resolved in favor of allowing amendment. It is the
public policy of this state to freely allow amendments to pleadings so that cases may be
resolved upon their merits. See Bill Williams, supra; Adams v. Knabb Turpentine Co., 435 So. 2d
944, 946 (Fla. 1st DCA 1983).
6. As a general rule, refusal to allow the amendment of a pleading constitutes an
abuse of discretion unless it clearly appears that allowing the amendment would prejudice the
opposing party, the privilege to amend has been abused, or the amendment would be futile. See
Sauce v. Casper III, 658 So. 2d 1017 (Fla. 4th DCA 1995); Spradley v. Stick, 622 So.2d 610 (Fla. 1st
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18851 N.E. 29!h Avenue Suite 1005 Aventura, Florida 33180 (305) 935-4440 FAX: (305) 935-4470 e-mail: support@stoklaw.com
Kazran, et al v. Buchanan, et al.
Page3
DCA 1993); Bill Williams, supra; New River Yachting Center, Inc. v. Bacchiocchi, 407 So.2d 607 (Fla.
4th DCA 1981), review denied, 415 So. 2 d 1360 (Fla. 1 982). The defendant's ability to prepare for
the new allegations prior to trial on the merits will determine whether that defendant would be
prejudiced. See Dimick v. Ray, 774 So. 2d 830 (Fla. 4th DCA 2000).
7. The decided preference of these rules for the liberal amendment of complaints,
and the lack of any prejudice that allowing Plaintiffs to file their Second Amended Complaint
will have on Defendants, makes plain that this Court should permit said pleading to be filed.
See Fla. R. Civ. P. 1.110.
8. This determination should be governed by a policy favoring resolution of cases
on their merits, unless this privilege has been abused. New River Yachting_ Center at 609; Eastrom
v. Dixon, 354 So. 2d 1251 (Fla. 4th DCA 1978).
9. In the instant case, Plaintiffs clearly have not abused the amendment privilege,
having filed only one previous amendment to their complaint. Adams, at 946. Moreover, there
will be no undue prejudice to the Defendants if this Court grants Plaintiffs' request to amend
the pleadings in this instant action, since discovery is in its infancy.
10. Accordingly, justice requires that leave of Court to file and serve Plaintiffs'
Second Amended Complaint be granted.
WHEREFORE, Plaintiffs respectfully request that this Honorable Court enter its Order
granting Plaintiffs leave to file and serve their Second Amended Complaint [dated March 23,
2012] in the above-referenced matter, together with such other and further relief as this Court
deems just and proper.
STOK FOLK+ KON
18851 N.E. 29lh Avenue Suite 1005 Aventura, Florida 33180 (305) 935-4440 FAX: (305) 935-4470 e-mail: support@stoklaw.com
Kazran, et al v. Buchanan, et al.
Page4
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true and correct copy of the foregoing has been furnished via
electronic mail and mail to: Mark L. Ornstein, Esq. and Michael Semanie, Esq., Killgore,
Pearlman, eta!, P.O. Box 1913, Orlando, FL 32802-1913, Counsel for Defendants, on this 23rd day
of March, 2012.
Respectfully submitted,
STOK FOLK+ KON
18851 NE 29th Avenue
Harbour Centre, Suite 1005
Aventura, Florida 33180
Telephone: 5) 935-4440
Facsimile: 35-4470

STOK FOLK+ KON
BERT A. STOK, ESQ.
lorida Bar No. 857051
JOSHUA R. KON, ESQ.
Florida Bar No.:0056147
18851 N.E. 29th Avenue Suite 1005 Aventura, Florida 33180 (305) 935-4440 FAX: (305) 935-4470 e-mail: supoort@stoklaw.com
EXHIBIT A
SAM KARZAN a/k/ a SAM KHAZRWAN
and GWINNETT, LLC, a Florida
limited liability company,
Plaintiffs,
v.
VERNON G. BUCHANAN
and 1099 MANAGEMENT COMPANY,
LLC, a Florida limited
liability company,
Defendants.
________________________/
IN THE CIRCUIT COURT OF THE TWELFTH
JUDICIAL CIRCUIT IN AND FOR SARASOTA
COUNTY, FLORIDA
CNIL DNISION
CASE NO. 2008 CA 15448 NC
SECOND AMENDED COMPLAINT
Plaintiffs, SAM KAZRAN, an individual ("Kazran") and GWINNETT, LLC, a Florida
limited liability company ("Gwinnett") (collectively "Plaintiffs"), by and through the
undersigned counsel, file their Second Amended Complaint and sue Defendants, VERNON G.
BUCHANAN ("Buchanan") and 1099 MANAGEMENT COMPANY, LLC, a Florida limited
liability company ("1099") (collectively and in context, "Buchanan" or "Defendants"), and
allege:
JURISDICTION, VENUE AND PARTIES
1. This is an action for equitable relief and money damages which exceeds
$15,000.00, exclusive of prejudgment interest, costs and attorney's fees, with an exclusive
plenary jurisdiction in the circuit courts.
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Kazran, et al. v. Buchanan, et al.
Case No. 2008 CA 15448 NC
Second Amended Complaint
Page2 of49
2. Venue is proper in Sarasota County, Florida, which is Ihe location where Ihe
contract between the parties mandates as Ihe proper venue, is where Ihe parties reside, is where
!hey conduct business, and/ or is where the wrongs complained of herein occurred.
3. Plaintiff Kazran is and was at all material times an individual doing business in
Florida and is sui juris.
4. Plaintiff Gwinnett is and was at all material times a Florida limited liability
company which was doing business in Florida.
5. Defendant Buchanan is and was at all material times hereto an individual
residing or doing business is Sarasota County, Florida, and is sui juris.
6. Defendant 1099 was and is at all material times hereto a Florida limited liability
company doing business in Florida, which is owned and controlled by Buchanan, is a mere
instrumentality of Buchanan, and serves as his alter-ego to evade, defraud and frustrate
creditors including Plaintiffs.
7. Plaintiffs have retained Ihe undersigned attorneys to prosecute this lawsuit on
!heir behalf and are required to pay !heir attorneys a reasonable fee for !heir services in
connection wilh the prosecution of this lawsuit.
8. All conditions precedent to Ihe institution and maintenance of !his action have
been performed, excused, waived or have olherwise occurred
NATUREOFTHEACTION
9. Kazran and Gwinnett bring !his suit in order to obtain remuneration for Ihe
manifold wrongs perpetrated upon !hem by Buchanan and 1099. At Ihe same time !hat Kazran
was trusting Buchanan as a business partner and friend, Buchanan was violating !hat trust by ill
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defrauding Kazran to provide him with an ownership interest in Gwinnett and then failing to
properly capitalize Gwinnett; @ siphoning off money to 1099 and defrauding Kazran to try
and purchase back Buchanan's ill-gotten ownership interest in Gwinnett; and, (Ill) abusing the
good offices of this Court to silence Kazran regarding numerous election laws which were
knowingly violated by Buchanan during his run for public office. As a result of this gross
misconduct, Kazran lost his entire business and has suffered damages in excess of
$40,000,000.00.
GENERAL ALLEGATIONS
10. At a young age, Kazran excelled with the publicly-traded, Asbury Group and
quickly became a vice-president in the organization. Once experienced in the franchised
motor-vehicle business, Kazran sought to become a dealer-operator and equity holder.
11. In 2004, Kazran met Buchanan who held himself out to be a wealthy, successful,
and trustworthy individual with several business opportunities for Kazran to consider.
Buchanan approached Kazran and offered him the opportunity to begin participating in
dealerships as an equity holder.
12. Buchanan, in accordance with his common scheme, required Kazran to manage
day-to-day operations of a car dealership in return for Buchanan's assurance that he would
personally fund the ventures. Kazran agreed, and in 2004, Buchanan provided Kazran a
minority 49% ownership interest in his underperforming Hyundai dealership known as 11-2001,
LLC and located in Jacksonville, Florida d/b/a Hyundai of North Jacksonville ("HNJ" or "11-
2001").
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Page 4 of49
13. Under Kazran's management, HNJ's performance substantially increased, HNJ
became ones of the best-performing car dealerships in the country, and Buchanan received
significant profits from Kazran' s instrumental efforts relating to same.
14. Effective as of September 30, 2005, Kazran, Buchanan, 1099 and HNJ/11-2001
entered into an Option for and Interest Purchase Agreement, the purpose of which was to allow
Kazran to buy out Buchanan and become the controlling and managing member of HNJ/11-
2001 (the "First Option Agreement"), a copy of which is annexed hereto as Exhibit A.
Unbeknownst to Kazran when entering into the First Option Agreement, however, Buchanan
omitted that he or his entities had taken out a loan on behalf of HNJ/11-2001 for $850,000.00
from World Omni Financial Services, had removed said monies from HNJ/11-2001 prior to
entering into the First Option Agreement, but had left HNJ/11-2001 with the liability arising
therefrom.
15. Regardless, aside from Buchanan drafting and inserting onerous financial terms
into the First Option Agreement, it is important because it contained a "Right of First Refusal,"
whereby Buchanan purported to retain a right to purchase up to 50% of any dealership venture
which Kazran "acquired" during a period of 12 months after all the amounts due thereunder
were paid. See Exhibit A, First Option Agreement at 11. Most important was that if Buchanan
exercised this option, Buchanan agreed to provide "all necessary assistance to secure financing
to acquire the dealership including capital and floor plan requirements, including, but not
limited to, real estate, inventory, parts and all necessary working capital." Id. at 11-12.
16. This capital infusion requirement was akin to the many representations that
Buchanan made to Kazran in order to induce Kazran into (i) joining Buchanan with respect to
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Page 5 of49
operating and saving of HNJ/10-2001 in the first instance; (ii) purchasing Buchanan's remaining
interest in HNJ/10-2001 pursuant to the First Option Agreement; and ultimately, as discussed
below, (iii) providing Buchanan with an ownership interest in subsequent dealerships which
Kazran was awarded.
I. Chrysler Awards Dealership to Kazran as a Result of His Exceptional
Performance, Buchanan Fraudulently Induces Kazran to Provide him With a
Majority, 51% Ownership in Same, and Buchanan Fails to Capitalize as
Represented.
17. In late 2005, as a result of Kazran' s extraordinary performance in the automobile
business generally and the turn-around of the under-performing HNJ, Chrysler awarded Kazran
a Dodge dealership which was operating business as Gwinnett, LLC d/b/a Premier Dodge in
Duluth, Georgia (the "Gwinnett Dealership").
18. Although the First Option Agreement only provided Buchanan with a first right
of refusal with respect to any dealership "acquired" - and not awarded - to Kazran, Buchanan,
through 1099, prevented Kazran from taking ownership of the Gwinnett Dealership by himself.
Ultimately, Kazran acquiesced to operate the dealership and gave Buchanan $20,000.00 a month
as well as 51% of Gwinnett (more than the 50% contracted for) based on a number of material
representations and omissions made by Buchanan (collectively, "Misrepresentations" or

19. In specific, beginning in mid-2005, Buchanan continually represented to Kazran
that he would supply from his personal funds - and not loans - any and all capital required for
their business ventures together. With respect to Gwinnett Dealership in specific, in late 2005,
Buchanan reaffirmed these Representations by again stating that he would personally provide
5TOK FOLK+ KON
Page 6 of49
all funding for the Gwinnett Dealership - and not borrow the money - including all funds
needed (i) to consummate the purchase of the dealership, (ii) to obtain financing for the
dealership's car inventory, and (iii) to operate the dealership on an on-going basis. All of these
Misrepresentations were false and materially misleading, and Buchanan knew them to be such
at the time they were made. Buchanan never had the intention to fund the dealerships as such.
20. Rather, Buchanan made these Misrepresentations with the specific intention to
induce Kazran to trilst and rely upon Buchanan, and to remit substantial funds from, and a
majority interest in, Gwinnett to Buchanan. Moreover, Buchanan invited Kazran' s trust and
confidence, falsely assured Kazran that Buchanan would handle every aspect of the purchase of
the Gwinnett Dealership from Hendrick Automotive Group ("Hendrick"), falsely promised
Kazran that he would protect Kazran' s interests, and refused to permit Kazran to participate in
or obtain information about same. This all constituted material misrepresentations and
omissions by Buchanan who was in a position of superior knowledge.
21. Among other things, Buchanan paid far less to Hendrick for the Gwinnett
Dealership than what he represented to Kazran was the purchase price and much more than the
corresponding amounts Buchanan withdrew from Gwinnett taking into account the company's
required operating capital. Moreover, years later, Kazran learned that Buchanan had caused his
attorneys and company, Auto Central Services, Inc., to be paid fees at closing of Gwinnett' s
acquisition from Hendrick. These payments were not disclosed to Kazran and were contrary to
Buchanan's obligation to properly capitalize Gwinnett. In addition, there was no need nor
reason for such payment other than to enrich Buchanan through his affiliate.
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22. In any event, upon consummating the purchase of Gwinnett, the amount of
operating capital needed (as well as required, by the manufacturer) to operate Gwinnett was
roughly $2,000,000.00. instead of Buchanan infusing his funds into Gwinnet, as required,
Buchanan obtained loans to try and satisfy his obligations. However, pursuant to the
agreement between Buchanan and Kazran, as well as Buchanan's specific Representations,
Buchanan was barred from borrowing the money to capitalize Gwinnett, let alone was Buchanan
permitted to borrow funds and make Gwinnett or Kazran pay them back themselves, with
interest. It was Buchanan's role and duty to fund the dealership - not the role or duty of Kazran
or the dealerships themselves.
23. Nevertheless, as he originally intended, Buchanan sought a loan from Chrysler
Financial ("Chrysler") for approximately $825,000.00 to fund part of Gwinnett' s operating
expenses. In order to obtain Chrysler's approval to provide this loan, however, 1099 and
Buchanan were required to permanently deposit $825,000.00 of non-borrowed funds into
Gwinnet' s operating account as working capital. Buchanan knew this.
24. But, even though Buchanan deposited $825,000.00 into Gwinnett' s operating
account, Buchanan misrepresented to Chrysler and Kazran that he did not borrow said funds.
The truth was that he had borrowed said funds from M & I Bank and kept the loan "off the
books" of Gwinnett in breach of his fiduciary duties to Gwinnett and Kazran. Worse still, as
soon as Chrysler had confirmed that Buchanan had deposited the $825,000.00, Buchanan caused
the funds along with others to be withdrawn. Buchanan kept the money and employed it for
other private or business uses umelated to Gwinnett.
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25. Not only did Buchanan fraudulently withdraw these funds from Gwinnett, but
the payments for loan he obtained to deposit the $825,000.00 were made with funds Buchanan
obtained from Gwinnett. Moreover, Kazran later discovered that all the funds which Buchanan
obtained from this loan, in excess of the $825,000.00, were not even provided to Gwinnett.
Therefore, Gwinnett was paying back a loan, with interest, for funds which were not provided to
Gwinnett and should have been provided by Buchanan personally, in accordance with
Buchanan's agreement with, and Representations to, Kazran.
26. Kazran was never informed of any of the foregoing. These were all highly
material facts which Buchanan and 1099, as the managing member charged with all things
accounting, intentionally withheld from Kazran to the extreme detriment of Kazran and
Gwinnett. In sum, the Gwinnett Dealership was left without working capital and was in
violation of the guidelines that 1099 (i) had agreed to by contract with Chrysler and (ii) had
represented to Karzan would be abided by as his fiduciary.
II. Mter Failing to Capitalize Gwinnet, Buchanan Further Damages Gwinnett and
Kazran by Siphoning off Funds From Gwinnett.
27. During his tenure at Gwinnett, Buchanan removed funds from the operating
account in numerous ways, including by way of random wire transfers for hundreds of
thousands of dollars, as well as miscellaneous fees which were either unrelated to any service
performed to the benefit of Gwinnett or for services performed by Buchanan's own companies
for over-market prices, or both.
28. For instance, while owning and controlling Gwinnett, Buchanan simultaneously
required that the Gwinnett Dealership utilize his separate company, Auto Central Services, Inc.
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(" ACS"), for all of the accounting, audit, legal, insurance and other related functions necessary to
the operation of a dealership. At no time did Buchanan permit Kazran to shop the costs and fees
charged by ACS to Gwinnett. And, in fact, the fees charged by ACS were well above those
charged by similar providers. Buchanan may self-deal; however, he must do so reasonably.
Buchanan therefore breached his fiduciary duties to Gwinnett and Kazran by not charging
reasonable rates through his affiliate, ACS.
29. Another example sterns from the fact that while Kazran struggled daily to
operate Gwinnett' s grossly under-capitalized dealership, Buchanan pursued his political
ambitions full-time. Nevertheless, Buchanan, through 1099, attempted to add expenses to
Gwinnett for Buchanan's personal jet while he traveled to pursue that political career. This
expense did not benefit Gwinnett or Kazran in any cognizable way.
30. Finally, Buchanan siphoned the lion's share of the funds from Gwinnett under the
guise of paying himself, or his entities, back for the funds purportedly fronted to purchase the
Gwinnett Dealership from Hendrick. Being that Buchanan insisted on excluding Kazran from
the transaction, assured Kazran that his interests would be protected, made sure his attorneys
prepared all documentation for the purchase, and only provided Kazran incomplete
documentation relating to same, Kazran did not discover that Buchanan improperly withdrew
substantially excess funds until years later.
31. In early-2006, however, Buchanan, keenly aware of the financial state in
which his unreasonable expenses and unauthorized cash-withdrawals had left Gwinnett,
approached Kazran and offered to sell his majority interest in Gwinnett, in an attempt to sever
his ties prior to the company's collapse, which he would later intentionally cause. See III,
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hereof. Kazran responded favorably to the proposal since he had been doing all of the work
and, for some reason which was later discovered, did not know where the profits were going.
32. Akin to the First Option Agreement's terms, Buchanan again demanded similarly
onerous terms for his 51% of Gwinnett. In reliance that Buchanan had not made the
aforementioned Misrepresentations and in reliance that Buchanan had not concealed material
facts regarding the foregoing, Kazran entered into a second Option for and Interest Purchase
Agreement relating to Gwinnett (the "Second Option Agreement"), a copy of which is annexed
hereto as Exhibit B.
33. Pursuant to the Second Option Agreement, Kazran paid the option price and
began making payments on the acquisition price pursuant to a promissory note that was
presented to him by Buchanan's agents (the "Option Note"). The Option Note, however, is not
in the form of a note contemplated by the Second Option Agreement and was never executed by
Kazran's wife. Further, additional documents contemplated by the Second Option Agreement
were not signed and, Buchanan and 1099 did not convey the 51% membership interest in
Gwinnett to Kazran as contemplated by the Second Option Agreement. In addition, no mutual
release, as contemplated by the Second Option Agreement was signed. Finally, Kazran did not
meet all the onerous terms of the Second Option Agreement set forth therein as a condition
precedent to close. See Exhibit B, Second Option Agreement at 5. Thus, while causing the
downfall of the Gwinnett Dealership, as discussed below, III hereof, Buchanan had never even
relinquished his duties and obligations to protect and fund Gwinnett. Id. at 7.
34. Notwithstanding the foregoing, Kazran had already made substantial payments
pursuant to the Option Note. Had Buchanan not made the material misrepresentations and
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omissions set forth above, Kazran would not have made any such payments. Put differently, in
approximately May of 2008, because of the payments he made to Buchanan pursuant to the
Second Option Agreement and Option Note, Kazran began experiencing even greater financial
difficulties at the Gwinnett Dealership and he started to discover several financial improprieties
by Buchanan with respect to Gwinnett. In the course of investigating and attempting to address
these financial issues, Kazran learned of the foregoing misrepresentations, omissions and
misconduct engaged in by Buchanan and 1099. Thus, had Kazran known this, he would not
have remitted a penny to Defendants, especially not for an equity interest which Buchanan
fraudulently obtained in the first instance.
35. At bottom, the primary, if not sole, reason that Kazran has agreed to be in
business deals with Buchanan was Buchanan's representations that he could and would
properly capitalize any automobile dealership in which they were both involved. These
Representations were highly material because, if Kazran needed to just borrow and pay interest
for his companies' capital, he did not need Buchanan. Thus, knowing this, Buchanan made
these Representations that he would personally fund the dealerships to induce Kazran to join
him, but with no intention to actually do so. As a result, Kazran has suffered substantial
damages. Worse still, after failing to properly capitalize these dealerships, Buchanan siphoned
off money, either directly or through his affiliate entities, and then caused the dealerships to
default under their respective loans. Buchanan must be held accountable as a result.
III. Mter Extracting Hundreds of Thousands of Dollars From Gwinnett, Buchanan
Filed a Frivolous Lawsuit In Order to Harass and Obtain Leverage Against
Kazran With Respect to the FEC's Investigation of Buchanan's Knowing
Violation of Election Finance Laws.
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36. On or about September 15, 2008, unable to successfully "sell" his business
holdings in Gwinnett to Kazran - as Kazran was never ever to comply with the onerous terms of
the Second Option Agreement - Buchanan engaged in new method to reduce his exposure to
lawsuits and uncomfortable political situations.
37. Kazran had entered into a vehicle floor plan agreement with Bank of America
("BOA") for the extension of a roughly $5,000,000.00 new car credit line and $2,000,000.00 used-
car credit line, which obligations were personally guaranteed by Kazran, amongst others (the
"Floor Plan Agreement"). Defendants were actively involved in the negotiations for this Floor
Plan Agreement and had actual knowledge of its terms, specifically those which would render
Gwinnett in cross-default thereunder.
38. Nevertheless, Defendants filed a lawsuit against Gwinnett, along with an ex-
parte motion for appointment of a receiver over entities owned by Kazran and Buchanan, i.e.,
Premier Automotive on Atlantic, LLC and Premier Automotive at the Avenues, LLC
(collectively, the "Premier Dealership"). Defendants falsely alleged that Plaintiffs wrongfully
diverted funds from Premier Dealership to Gwinnett and that a receiver was immediately
necessary to preserve Defendants' rights. The funds were not improperly diverted as they
belonged to Kazran personally as consideration for selling part of his interest in the Premier
Dealership to Buchanan.
39. All the same, Buchanan's true intention in filing this lawsuit was to harass Kazran
and obtain leverage over him with respect to an ongoing investigation of Buchanan by the
Federal Election Commission ("FEC"). In specific, beginning in 2005, Buchanan began his
campaign for the 2006 election to Congress in Florida's 13th Congressional District. Vern
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Buchanan for Congress (the "Buchanan Campaign") was Buchanan's principal campaign
committee during the 2006 and 2008 election cycles. To raise capital, Buchanan directed Kazran
to instruct HNJ's employees to contribute to the Buchanan Campaign and Buchanan then
directed that they be reimbursed for such contributions with HNJ funds.
40. Therefore, for the primary purpose of distracting, harassing and unduly
burdening Kazran with a lawsuit and request for a receiver, Buchanan filed the above-noted
suit. Buchanan did so fully aware that any civil proceeding instituted involving Gwinnett and
the disposition of collateral belonging or having been pledged to BOA was an express default of
the BOA Floor Plan Agreement, to which Kazran was a guarantor.
41. This suit was meritless in a number of ways. One, Kazran was permitted to use
the funds (which were his personal funds received for part of his interest in the Premier
Dealership) to supplement Gwinnett's cash flow which, as explained supra, Buchanan was
actually still responsible to fund. Two, the suit sought payment for above-reference Option Note
which was no longer enforceable as Kazran did not close pursuant to the terms of the Second
Option Agreement. Thus, at best, no transfer of Buchanan's interest in Gwinnett occurred and
Kazran was not liable for same. See Exhibit B, Second Option Agreement at 3 & 6.
Additionally, Buchanan filed the lawsuit against Kazran' s wife even though he knew that she
never signed the Option Note. Finally, Buchanan filed the lawsuit in Duval County where
Kazran lived and worked in order to more acutely hurt his reputation and disrupt his business,
even though the Second Option Agreement strictly prescribed that proper venue for all disputes
arising out of or relating to these agreements were to be brought and litigated in Sarasota
County, Florida.
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42. Buchanan made these filings in order to disparage Kazran and harass and
frustrate his personal and business relations. No order was ever issued with respect to the ex-
parte motion for a receiver, which was of a supposedly exigent nature. Buchanan just filed the
lawsuit and sought a receiver in order to gain leverage over Kazran in order to silence him with
respect to the FEC investigation.
43. More specifically, immediately after filing the above-noted suit, Buchanan
contacted Kazran and told Kazran not to "worry as I will take care of it if you work with me."
Buchanan represented that he knew "Tim Laney at BOA" (a very high ranking executive who
contributes to Buchanan's campaign) and that he could therefore give Kazran a choice:
Buchanan said to Kazran that either Kazran could lose his business and reputation or, if "you
don't want to lose your business" and "if you make me [Buchanan] feel secure enough,"
Buchanan would withdraw the lawsuit and pay Kazran what he was owed and then Kazran
could save his name, reputation and business relationship with BOA. Thereafter, as part of the
attempts to resolve the litigation - even though the litigation had nothing to do with any FEC
complaints or violations - Buchanan required that Kazran execute a lengthy affidavit drafted by
Buchanan's attorneys, wherein Buchanan attempted to use Kazran as a scapegoat for
Buchanan's knowing violations of election laws.
44. Importantly, Buchanan knew that Kazran, at this precise time, had begun the
underwriting process for a modification and extension of credit from BOA for Gwinnet and
Kazran' s other dealerships. And in September 2008, BOA confirmed that it has ordered the
appraisal and needed updated financial statements to finalize the underwriting process.
However, because BOA was later informed that Buchanan had initiated the above-noted action
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against Kazran, BOA immediately seized the underwriting process and froze all Kazran' s bank
accounts. Moreover, Kazran was also obtaining additional financing from Hyundai Motor
Finance (the "Hyundai Financing"), which Buchanan knew of as well, but that financing also fell
apart as a result of Buchanan's initiation of the lawsuit and the other misconduct set forth above.
45. Accordingly, based on (i) Buchanan fraudulently withdrawing funds from
Gwinnett; (ii) Buchanan fraudulently making Kazran and Gwinnet pay for his ill-gotten interest
pursuant to the Second Option Agreement; and (ii) Buchannan improperly filing suit against
Gwinnett and seeking a receiver in order to get Kazran to acquiesce to taking all the blame for
the election law violations, the Hyundai Financing fell apart and BOA froze all of the deposit
accounts of every Kazran-operated dealership, including Gwinnett. This caused Kazran unable
to perform the monetary obligations of his companies, and ultimately caused the liquidation of
the Gwinnett . Dealership and Premier Dealership, among others. Had Buchanan not
fraudulently induced Kazran to make payments pursuant to the First and Second Option
Agreements, and then had Buchanan refrained from misusing the judicial process as explained
above, Kazran would have either had funds to run Gwinnet properly or would have been able
to restructure the credit for Gwinnet and his other dealerships, or both.
46. Accordingly, even though Buchanan was still required to fund the Gwinnett
Dealership (as Kazran never closed under the Second Option Agreement and Buchanan
therefore retained his funding duties relating to same), Buchanan instead caused BOA to hold
Gwinnett and the other dealerships in default. This ultimately led to in excess of $40,000,000.00
in damages. That is, but for Buchanan's misconduct and abuse of process to try and coerce
Kazran to sign an affidavit and take the sole blame for Buchanan's election law violations,
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Kazran would still have operating dealerships worth well in excess of $40,000,000.00.
COUNT I
BREACH OF CONTRACT
(First Option Agreement)
47. Plaintiffs reallege the allegations of paragraphs 1 through 46 above and
incorporate them herein by reference.
48. Pursuant to the First Option Agreement, Defendants expressly promised, among
other things, that if Defendants exercised their option to purchase a 50% interest in a dealership
identified by Kazran, that they agree to provide all necessary financial assistance to secure
financing to acquire the dealership, including capital and floor plan requirements, including, but
not limited to, real estate, inventory, parts and all necessary working capital. See Exhibit A, First
Option Agreement at 11-12.
49. Defendants exercised their right of first refusal contained in the First Option
Agreement with respect to the Gwinnett Dealership that had been identified as a dealership
Kazran desired to pursue. As a result, Defendants became obligated to Kazran and Gwinnett to
provide necessary financial assistance as outlined above.
50. Moreover, after Kazran was unable to close under the Second Option Agreement,
Defendants' interest in Gwinnett and their duties thereto remained unchanged. See Exhibit B,
Second Option Agreement at 5. Therefore, under the First Option Agreement, Defendants were
still obligated to provide the necessary capital to Gwinnett in 2008 and surely not to improperly
file suit and seek a receiver thereby causing BOA to hold Gwinnett in default and, ultimately, to
liquidate the company.
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51. Accordingly, Defendants breached the express terms of the First Option
Agreement by failing to properly capitalize Gwinnett, misrepresenting to both Kazran and
Chrysler that they had done so, and ultimately causing BOA to hold Gwinnett in default.
52. As a direct and proximate result of the aforementioned breaches of Buchanan and
1099, Kazran and Gwinnett have been damaged, including, without limitation, (i) any monies
paid to Buchanan or 1099 by Kazran or Gwinnett pursuant to the First Option Agreement or
relating to Gwinnet; (ii) the lost value, lost revenues, lost sales, lost profits, and loss of goodwill
of and from Gwinnett which occurred as a result of Defendants' material breaches such as their
failure to properly fund Gwinnett; and (iii) any funds expended by Kazran or Gwinnett to try
and save Gwinnett notwithstanding BOA holding them in default as a result of Defendants'
misconduct.
WHEREFORE, Plaintiffs Kazran and Gwinnett hereby demand judgment against the
Defendants Buchanan and 1099, jointly and severally, for money damages, consequential
damages, pre- and post-judgment interest, court costs, and such other and further relief as this
Court deems just and proper.
COUNT II
BREACH OF THE CONVENANT
OF GOOD FAITH AND FAIR DEALING
54. Defendants entered into a binding contract, i.e., the First Option Agreement, in
which they agreed to perform their duties and obligations in good faith, with the care that an
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ordinarily prudent person in a like position would exercise under similar circumstances, and to
deal in a fair manner with Plaintiffs.
55. Defendants materially breached their express obligations under the First Option
Agreement, as set forth supra. Moreover, performance of Defendants' obligations under the First
Option Agreement involves their use of discretion - to properly fund Gwinnett' s capital needs
and to not take action which serves to further one's political ends at the expense of the business.
56. Accordingly Defendants' misconduct amounts to a material breach of the implied
covenant of good faith and fair dealing which exists in all contracts in Florida. The reasonable
expectations of Plaintiffs were unnecessary hindered and obstructed by the conduct of
Defendants. Plaintiffs had a reasonable expectation that funding would be provided as needed
and that Buchanan's violation of election laws would not cause him to destroy Gwinnett in the
process of trying to get leverage over Kazran regarding same.
57. As a direct and proximate cause of the Defendants' above-referenced material
breaches, Plaintiffs has suffered monetary damages, as set forth above.
COUNT III
BREACH OF CONTRACT
(Second Option Agreement)
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59. Pursuant to paragraph 4.2 of the Second Option Agreement, Buchanan and 1099
represented that they had provided $825,000 of capital to Gwinnett. Moreover, said paragraph
also provides that Buchanan will help and assist Kazran in meeting the onerous financial
obligations of the Second Option Agreement. The Second Option Agreement also contains
implicit terms of good faith and fair dealing.
60. Buchanan and 1099 breached both the express and implied terms of the Second
Option Agreement by not providing any capital to Gwinnett, let alone $825,000. Moreover,
Buchanan failed to act in good faith with Kazran and failed to assist him in meeting the financial
obligations of the Second Option Agreement. Instead, Defendants filed a lawsuit against
Gwinnett, sought a receiver, and caused BOA to hold them in default under the Floor Plan
Agreement, ultimately causing the demise of Gwinnett.
61. As a direct and proximate result of the aforementioned breaches of Buchanan and
1099, Kazran and Gwinnett have been damaged, including, without limitation, (i) any monies
paid to Buchanan or 1099 by Kazran or Gwinnett relating to the Second Option Agreement; (ii)
the lost value, lost revenues, lost sales, lost profits, and loss of goodwill of and from Gwinnett
which occurred as a result of Defendants' material breaches such as their failure to properly
fund Gwinnett or assist Kazran in obtaining alternative financing; and (iii) any funds expended
by Kazran or Gwinnett to try and save Gwinnett notwithstanding BOA holding them in default
as a result of Defendants' misconduct.
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COUNT IV
FRAUD IN THE INDUCEMENT
63. Beginning in 2004 and continuing through 2005, ab initio to entering into the First
Option Agreement or invoking the Right of First Refusal thereunder, Buchanan, on behalf of
himself and 1099, misrepresented and omitted material facts to Kazran, including, without
limitation, the following (collectively, "Misrepresentations"):
a. Buchanan omitted that he or his entities had taken out a loan on behalf of
HNJ/11-2001 for $850,000.00 from World Omni Financial Services, had removed
said monies from HNJ/11-2001 prior to entering into the First Option Agreement,
but had left HNJ/11-2001 with the liability arising therefrom;
b. Buchanan misrepresented that he would provide all funding from his personal
wealth, and not borrow funds, to consummate the purchase of any dealership
identified by Kazran for acquisition;
c. Buchanan misrepresented that he would provide all funding from his personal
wealth, and not borrow funds, to obtain financing for the car inventory for any
dealership identified by Kazran for acquisition;
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d. Buchanan misrepresented that he would provide all funding from his personal
wealth, and not borrow funds to operate on an on-going basis any dealership
e. Buchanan misrepresented he would protect Kazran' s interests with respect to the
purchase of the Gwinnett Dealership from Hendrick;
f. Buchanan omitted material information regarding the actual purchase price of the
Gwinnett Dealership from Hendrick, which was much less than the funds
improperly withdrawn by Buchanan from Gwinnett relating to same;
g. Buchanan omitted material information regarding fees paid to his attorneys and
ACS at the closing with Hendrick; and,
h. Buchanan misrepresented that he was going to permanently deposit $825,000.00
of his own, non-borrowed funds into Gwinnett' s operating account, in order to
obtain a loan of $825,000.00 from Chrysler.
64. Buchanan had superior knowledge regarding the foregoing. At the time of
making these Misrepresentations, moreover, Buchanan had no intention to perform or had a
positive intention not to perform. Buchanan knew of these Misrepresentation's falsity when
made, but made them notwithstanding with the intent to induce Plaintiffs to enter into the First
Option Agreement and/ or move forward under its Right of First Refusal.
65. Although it need not be, Plaintiffs' reliance upon these Misrepresentations, and
upon the fact that Buchanan was not omitting any material information, was justifiable.
Plaintiffs entered into the First Option Agreement, moved forward under its Right of First
Refusal, and provided Buchanan with a 51% interest, because they reasonably relied on
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Buchanan's repeated assurances to Kazran that he should trust him and that Buchanan would
always serve Kazran' s best interest as his trusted business partner and, thus, there was no
reason for the Plaintiffs to think that Buchanan was actually lying and omitting material facts.
66. As a direct and proximate result of the Defendants' aforementioned misconduct,
Plaintiff Kazran entered into the First Option Agreement and Plaintiffs Kazran and Gwinnett
moved forward under it Right of First Refusal provision, and have suffered substantial damages
as a result. These damages include, without limitation, (i) any monies paid to Buchanan or 1099
by Kazran or Gwinnett pursuant to the First Option Agreement or relating to Gwinnett; (ii) the
lost value, lost revenues, lost sales, lost profits, and loss of goodwill of and from Gwinnett which
occurred as a result of Defendants' misconduct; and (iii) any funds expended by Kazran or
Gwinnett to try and save Gwinnett notwithstanding BOA holding them in default as a result of
Defendants' misconduct.
67. But for the Defendants' misconduct, Plaintiffs would not have entered into the
First Option Agreement or moved forward under its Right of First Refusal, and would not have
sustained the damages set forth above; Plaintiffs would have found alternative means to fund
and operate the car dealerships identified by Kazran for acquisition, including the Gwinnett
Dealership.
68. Because Defendants acted with malice, moral turpitude, gross negligence,
reckless indifference to the rights of others, wantonness, oppression, and outrageous
aggravation towards Plaintiffs, if Defendants' misconduct were permitted without rebuke, it
would encourage others to engage in such reprehensible misconduct.
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WHEREFORE, Plaintiffs Kazran and Gwinnett, respectfully request this Honorable
Court to enter judgment against Defendants Buchanan and 1099, jointly and severally, for
monetary damages, consequential damages, punitive damages upon a proper showing pursuant
to Florida Statutes 768.72, pre- and post-judgment interest, costs and alternatively, should the
Honorable Court find no adequate remedy at law, to rescind the First Option Agreement and
restore the parties to the status quo ante, together with such other or further relief as this
Honorable Court deems just and proper.
COUNTV
NEGLIGENT MISREPRESENTATION IN THE INDUCEMENT
70. Beginning in 2004 and continuing through 2005, ab initio to entering into the First
Option Agreement or invoking the Right of First Refusal thereunder, Buchanan, on behalf of
himself and 1099, misrepresented and omitted material facts to Kazran, including, without
limitation, the following (collectively, "Misrepresentations"):
a. Buchanan omitted that he or his entities had taken out a loan on behalf of
HNJ/11-2001 for $850,000.00 from World Omni Financial Services, had removed
said monies from HNJ/11-2001 prior to entering into the First Option Agreement,
but had left HNJ/11-2001 with the liability arising therefrom;
a. Buchanan misrepresented that he would provide all funding from his personal
wealth, and not borrow funds, to consummate the purchase of any dealership
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b. Buchanan misrepresented that he would provide all funding from his personal
wealth, and not borrow funds, to obtain financing for the car inventory for any
dealership identified by Kazran for acquisition;
c. Buchanan misrepresented that he would provide all funding needed - let alone
from his personal wealth, and not borrow funds- to operate on an on-going basis
any dealership identified by Kazran for acquisition;
d. Buchanan misrepresented he would protect Kazran' s interests with respect to the
e. Buchanan omitted material information regarding the actual purchase price of the
f. Buchanan omitted material information regarding fees paid to his attorneys and
ACS at the closing with Hendrick; and,
g. Buchanan misrepresented that he was going to permanently deposit $825,000.00
of his own, non-borrowed funds into Gwinnett' s operating account, in order to
obtain a loan of $825,000.00 from Chrysler.
making these Misrepresentations, Buchanan and 1099 should have known that these
Misrepresentations were false when made. Buchanan made these Misrepresentations in order to
induce Plaintiffs to enter into the First Option Agreement and/ or move forward under its Right
of First Refusal.
72. Plaintiffs' reliance upon these Misrepresentations, and upon the fact that
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Buchanan was not omitting any material information, was justifiable. Plaintiffs entered into the
First Option Agreement, moved forward under its Right of First Refusal, and provided
Buchanan with a 51% interest, because they reasonably relied on Buchanan's repeated
assurances to Kazran that he should trust him and that Buchanan would always serve Kazran's
best interest as his trusted business partner and, thus, there was no reason for the Plaintiffs to
think that Buchanan was actually lying and omitting material facts.
Plaintiff Kazran entered into the First Option Agreement and Plaintiffs Kazran and Gwinnett
moved forward under it Right of First Refusal provision, and have suffered substantial damages
as a result. These damages include, without limitation, (i) any monies paid to Buchanan or 1099
by Kazran or Gwinnett pursuant to the First Option Agreement or relating to Gwinnett; (ii) the
First Option Agreement or moved forward under its Right of First Refusal, and would not have
sustained the damages set forth above; Plaintiffs would have found alternative means to fund
and operate the car dealerships identified by Kazran for acquisition, including the Gwinnett
Dealership.
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monetary damages, consequential damages, pre- and post-judgment interest, costs and
alternatively, should the Honorable Court find no adequate remedy at law, to rescind the First
Option Agreement and restore the parties to the status quo ante, together with such other or
further relief as this Honorable Court deems just and proper.
COUNT VI
FRAUD IN THE INDUCEMENT
76. Beginning in late 2005 and continuing through July 2006, ab initio to entering into
the Second Option Agreement, Buchanan, on behalf of himself and 1099, misrepresented and
omitted material facts to Kazran, including, without limitation, the following (collectively,
"Misrepresentations"):
a. Buchanan misrepresented that he had provided all funding from his personal
wealth, and had not borrowed funds, to consummate the purchase of the
Gwinnett Dealership;
b. Buchanan misrepresented that he had provided all funding from his personal
wealth, and had not borrowed funds, to obtain financing for the car inventory for
the Gwinnett Dealership;
c. Buchanan misrepresented that he had provided all funding needed - let alone
from his personal wealth, and had not borrowed funds - to operate on an on-
going basis the Gwinnett Dealership;
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d. Buchanan misrepresented he had protected Kazran' s interests with respect to the
ACS at the closing with Hendrick;
g. Buchanan misrepresented that he permanently deposited $825,000.00 of his own,
non-borrowed funds into Gwinnett' s operating account, in order to obtain a loan
of $825,000.00 from Chrysler;
h. Buchanan made material misrepresentations or omissions regarding his failure to
provide Kazran with reasonable, timely and adequate access to Gwinnett' s books
and records, in accordance with 608.4101, Florida Statutes, despite repeated
requests;
i. Buchanan made material misrepresentations or omissions to Kazran regarding
his failure to maintain Gwinnett' s books and records in accordance with
608.4101, Florida Statutes; and,
j. Buchanan made or caused others to make false or materially misleading entries in
the Gwinnett' s books and records.
77. Buchanan had superior knowledge regarding the foregoing. Buchanan knew of
these Misrepresentation's falsity when made, but made them notwithstanding with the intent to
induce Plaintiffs to enter into the Second Option Agreement.
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78. Although it need not be, Plaintiffs' reliance upon these Misrepresentations, and
upon the fact that Buchanan was not omitting any material information, was justifiable.
Plaintiffs entered into the Second Option Agreement and made substantial payments
thereunder, because they reasonably relied on Buchanan's repeated assurances to Kazran that he
should trust him and that Buchanan would always serve Kazran' s best interest as his trusted
business partner and, thus, there was no reason for the Plaintiffs to think that Buchanan was
actually lying and omitting material facts.
Plaintiffs entered into the Second Option Agreement, and have suffered substantial damages as
a result. These damages include, without limitation, (i) any monies paid to Buchanan or 1099 by
Kazran or Gwinnett pursuant to the Second Option Agreement; (ii) the lost value, lost revenues,
lost sales, lost profits, and loss of goodwill of and from Gwinnett which occurred as a result of
Defendants' misconduct; and (iii) any funds expended by Kazran or Gwinnett to try and save
Gwinnett notwithstanding BOA holding them in default as a result of Defendants' misconduct.
Second Option Agreement, and would not have sustained the damages set forth above; Plaintiffs
would have found alternative means to fund and operate the Gwinnett Dealership and would
not have had to make payments to Buchanan which caused Gwinnett unable to meet its
obligations.
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monetary damages, consequential damages, punitive damages upon a proper showing pursuant
to Florida Statutes 768.72, pre- and post-judgment interest, costs and alternatively, should the
Honorable Court find no adequate remedy at law, to rescind the Second Option Agreement are
restore the parties to the status quo ante, together with such other or further relief as this
Honorable Court deems just and proper.
COUNT VII
NEGLIGENT MISREPRESENTATION IN THE INDUCEMENT
83. Beginning in late 2005 and continuing through July 2006, ab initio to entering into
the Second Option Agreement, Buchanan, on behalf of himself and 1099, misrepresented and
omitted material facts to Kazran, including, without limitation, the following (collectively,
"Misrepresentations"):
a. Buchanan misrepresented that he had provided all funding from his personal
wealth, and had not borrowed funds, to consummate the purchase of the
Gwinnett Dealership;
b. Buchanan misrepresented that he had provided all funding from his personal
wealth, and had not borrowed funds, to obtain financing for the car inventory for
the Gwinnett Dealership;
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c. Buchanan misrepresented that he had provided all funding needed - Jet alone
from his personal wealth, and had not borrowed funds - to operate on an on-
going basis the Gwinnett Dealership;
d. Buchanan misrepresented he had protected Kazran' s interests with respect to the
ACS at the closing with Hendrick;
g. Buchanan misrepresented that he permanently deposited $825,000.00 of his own,
non-borrowed funds into Gwinnett' s operating account, in order to obtain a Joan
of $825,000.00 from Chrysler;
h. Buchanan made material misrepresentations or omissions regarding his failure to
provide Kazran with reasonable, timely and adequate access to Gwinnett' s books
and records, in accordance with 608.4101, Florida Statutes, despite repeated
requests;
i. Buchanan made material misrepresentations or omissions to Kazran regarding
his failure to maintain Gwinnett' s books and records in accordance with
608.4101, Florida Statutes; and,
j. Buchanan made or caused others to make false or materially misleading entries in
the Gwinnett' s books and records.
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making these Misrepresentations, Buchanan and 1099 should have known that these
Misrepresentations were false when made. Buchanan made these Misrepresentations in order to
induce Plaintiffs to enter into the Second Option Agreement.
85. Plaintiffs' reliance upon these Misrepresentations, and upon the fact that
Buchanan was not omitting any material information, was justifiable. Plaintiffs entered into the
Second Option Agreement and made substantial payments thereunder, because they reasonably
relied on Buchanan's repeated assurances to Kazran that he should trust him and that Buchanan
would always serve Kazran' s best interest as his trusted business partner and, thus, there was no
reason for the Plaintiffs to think that Buchanan was actually lying and omitting material facts.
Plaintiff Kazran and Gwinnett entered into the Second Option Agreement and have suffered
substantial damages as a result. These damages include, without limitation, (i) any monies paid
to Buchanan or 1099 by Kazran or Gwinnett pursuant to the Second Option Agreement; (ii) the
Second Option Agreement, and would not have sustained the damages set forth above; Plaintiffs
would have found alternative means to fund and operate the Gwinnett Dealership and would
not have had to make payments to Buchanan which caused Gwinnett unable to meet its
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obligations.
monetary damages, consequential damages, pre- and post-judgment interest, costs and
alternatively, should the Honorable Court find no adequate remedy at law, to rescind the
Second Option Agreement and restore the parties to the status quo ante, together with such other
or further relief as this Honorable Court deems just and proper.
COUNT VIII
BREACH OF 608.4225, FLA. STAT.
88. Plaintiffs reallege and incorporate paragraphs 1 through 46, as if fully set forth
herein.
89. Section 608.4225 of the Florida Statutes imposes duties and obligations on the
Defendants - as the manager of Gwinnett and as the alter-egos of the manager of Gwinnett - to
operate, run and manage Gwinnett in a manner consistent with their fiduciary duties of loyalty
and care to Gwinnett and its members, including Kazran. The Defendants also have a duty to
not engage in grossly negligent or reckless conduct, intentional misconduct, or a knowing
violation of law.
90. Although the Defendants' fiduciary duties do not, per se, prevent them from
personally benefiting from actions taken on behalf of Gwinnett or its members, they are
nevertheless required to be absolutely fair and candid regarding personal benefits and interests
arising from their decisions that result in company action or inaction. Defendants are required
to disclose any interest or benefit they may receive as a result of Gwinnett' s actions and to act
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vigilantly in ensuring that their own interests do not take any precedence over the best interests
of Gwinnett and its members. Defendants have never properly fulfilled such obligations.
91. The Defendants materially breached their statutory duties of care and loyalty in
the following ways:
a. Defendants used Gwinnett as a forum to funnel assets in an effort to fraudulently
self-deal to the detriment of Gwinnett and its members;
b. Defendants failed to provide all funding from their personal wealth, and not
borrow funds, to consummate the purchase of the Gwinnett Dealership;
c. Defendants failed to provide all funding from their personal wealth, and not
borrow funds, to obtain financing for the car inventory for the Gwinnett
Dealership;
d. Defendants failed to provide all funding needed - let alone from their personal
wealth, and not borrow funds - to operate the Gwinnett Dealership on an on-
going basis;
e. Defendants failed to protect Gwinnett' s and Kazran' s interests with respect to the
f. Defendants withdrew far in access of the funds advanced for the purchase of the
Gwinnett Dealership, especially when taking into account the operating cash
needed to run the Gwinnett Dealership;
g. Defendants forced Gwinnett to utilize its affiliate companies like ACS at above-
market rates;
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h. Defendants paid fees to their attorneys and ACS at the closing with Hendrick,
which fees served no benefit to Gwinnett;
i. Defendants failed to permanently deposit $825,000.00 of their own, non-borrowed
funds into Gwinnett' s operating account, in order to obtain a loan of $825,000.00
from Chrysler;
j. Defendants failed to provide Kazran with reasonable, timely and adequate access
to Gwinnett' s books and records, in accordance with 608.4101, Florida Statutes,
despite repeated requests;
k. Defendants failed to maintain Gwinnett' s books and records in accordance with
608.4101, Florida Statutes;
I. Defendants made or caused others to make false or materially misleading entries
in the Gwinnett' s books and records;
m. Defendants filed suit and sought a receiver to try and coerce Kazran to take the
sole blame for Buchanan's election-law violations, causing BOA to hold Gwinnett
in default; and,
n. Defendants, after causing the default with BOA, still failed to remit the necessary
funding for Gwinnett to cure the default or obtain alternative financing so that
Gwinnett would not be liquidated.
breaches, Plaintiffs has suffered monetary damages, including, without limitation, (i) a
devaluation of Kazran' s equity interest as a member of Gwinnett; (ii) any monies paid to
Buchanan or 1099 by Kazran or Gwinnett relating to Gwinnett; (iii) the lost value, lost revenues,
5TOK FOLK+ KON
Page 35 of49
Defendants' misconduct; and, (iv) any funds expended by Kazran or Gwinnett to try and save
COUNT IX
INTENTIONAL BREACH OF FIDUCIARY DUTY
herein.
94. The Defendants invited Plaintiffs' utmost trust and loyalty as their fiduciary and,
as a result, Plaintiffs reposed the utmost of trust and loyalty in the Defendants. As partners and
joint venturers with respect to Gwinnett, moreover, the Defendants owed a duty to Plaintiffs to
act in good faith, with the care that an ordinarily prudent person in a like position would
exercise under similar circumstances, and in a manner that they reasonably believe to be in the
best interests of Plaintiffs.
95. Defendants represented and promised to act in accordance with their duties of
loyalty and care, handling all aspects of Gwinnett' s purchase, accounting and management, and
protecting the best interests of Gwinnett and Kazran in the process. It was the always the
Defendants' assurance that Kazran would handle the hands-on operation of the Gwinnett
Dealership, but that Defendants would handle and manage all thing money with respect to
5TOK FOLK+ KON
18851 NORTHEAST 29th AVENUE, SUITE 1005 AVENTURA, FLORIDA 33180 (305) 935-4440 FAX: (305) 935-4470 e-mail: supoort@stoklaw com
Kazran, eta!. v. Buchanan, et al.
Page36 o49
Gwinnett, including making sure there was funds to operate, that proper financing was in place,
and that all debts were paid when they became due.
96. The Defendants intentionally violated the trust and confidence of Plaintiffs and
thereby materially breached their fiduciary duties to Plaintiffs, by virtue of the following acts:
a. Defendants failed to protect the interests of the Plaintiffs with respect to
Gwinnett;
b. Defendants used Gwinnett as a forum to funnel assets in an effort to fraudulently
d. Defendants failed to provide all funding from their personal wealth, and not
Dealership;
e. Defendants failed to provide all funding needed - let alone from their personal
going basis;
f. Defendants failed to protect Gwinnett' s and Kazran' s interests with respect to the
g. Defendants withdrew far in access of the funds advanced for the purchase of the
5TOK FOLK+ KON
18851 NORTHEAST 29th A VENUE, SUITE 1005 A VENTURA, FLORIDA 33180 (305) 935-4440 FAX: (305) 935-4470 e-mail: support<iilstok1aw.com
Page37 of49
i. Defendants forced Gwinnett to utilize its affiliate companies like ACS at above-
market rates;
j. Defendants failed to permanently deposit $825,000.00 of their own, non-borrowed
from Chrysler;
k. Defendants failed to provide Kazran with reasonable, timely and adequate access
to Gwinnett' s books and records, despite repeated requests;
I. Defendants failed to maintain Gwinnett' s books and records in accordance with
what a fiduciary in a same or similar circumstance should do;
m. Defendants made or caused others to make false or materially misleading entries
n. Defendants filed suit and sought a receiver to try and coerce Kazran to take the
in default; and,
o. Defendants, after causing the default with BOA, still failed to remit the necessary
5TOK FOLK+ KON
Page38 of49
damages, punitive damages upon a proper showing pursuant to Florida Statutes 768.72, pre-
and post-judgment interest, court costs, and such other and further relief as this Court deems
just and proper.
COUNT X
NEGLIGENT BREACH OF FIDUCIARY DUTY
herein.
act in good faith, with the care that an ordinarily prudent person in a like position would
5TOK FOLK+ KON
18851 NORTHEAST 29th AVENUE, SUITE 1005 AVENTURA, FLORIDA 33180 (305) 935-4440 FAX: (305) 935-4470 e-mail: support!iilstoklaw com
Page39 of49
102. The Defendants failed to exercise reasonable care and thereby negligently
violated the trust and confidence of Plaintiffs and materially breached their fiduciary duties to
Plaintiffs, by virtue of the following acts:
a. Defendants failed to protect the interests of said Plaintiffs with respect to
Gwinnett;
Dealership;
5TOK FOLK+ KON
Page40 of49
going basis;
f. Defendants failed to protect Gwinnett' s and Kazran' s interests with respect to the
i. Defendants forced Gwinnett to utilize its affiliate companies like ACS at above-
market rates;
j. Defendants failed to permanently deposit $825,000.00 of their own, non-borrowed
from Chrysler;
k. Defendants failed to provide Kazran with reasonable, timely and adequate access
to Gwinnett' s books and records, despite repeated requests;
I. Defendants failed to maintain Gwinnett' s books and records in accordance with
m. Defendants made or caused others to make false or materially misleading entries
STOK FOLK+ KON
Page41 of49
n. Defendants filed suit and sought a receiver to try and coerce Kazran to take the
in default; and,
o. Defendants, after causing the default with BOA, still failed to remit the necessary
breaches, Plaintiffs has suffered monetary damages, including, without limitation, (i} a
herein.
COUNT XI
CONSTRUCTIVE FRAUD
5TOK FOLK+ KON
Page42 of49
act in good faith, with the care that an ordinarily prudent person in a like position woultl
107. The Defendants intentionally abused the trust and confidence of Plaintiffs and
thereby constructively defrauded Plaintiffs, by virtue of the following acts:
a. Defendants failed to protect the interests of said Plaintiffs with respect to
Gwinnett;
5TOK FOLK+ KON
18851 NORTHEAST 29th AVENUE, SUITE 1005 AVENTURA, FLORIDA 33180 (305) 935-4440 FAX: (305) 935-4470 e-mail: supportliilstoklaw.com
Page43 of49
Dealership;
going basis;
f. Defendants failed to protect Gwinnett' sand Kazran' s interests with respect to the
o. Defendants forced Gwinnett to utilize its affiliate companies like ACS at above-
market rates;
i. Defendants failed to permanently deposit $825,000.00 of their own, non-borrowed
from Chrysler;
j. Defendants failed to provide Kazran with reasonable, timely and adequate access
to Gwinnett's books and records, despite repeated requests;
k. Defendants failed to maintain Gwinnett' s books and records in accordance with
5TOK FOLK+ KON
Kazran, et a!. v. Buchanan, eta!.
Page44 of49
I. Defendants made or caused others to make false or materially misleading entries
m. Defendants filed suit and sought a receiver to try and coerce Kazran to take the
in default; and,
n. Defendants, after causing the default with BOA, still failed to remit the necessary
5TOK FOLK+ KON
!8851 NORTHEAST 29th AVENUE, SUITE 1005 AVENTURA, FLORIDA 33180 (305) 935-4440 FAX: (305) 935-4470 e-mail: support@stoklaw com
Page45 of49
just and proper.
herein.
COUNT XII
ABUSE OF PROCESS
111. Defendants, by filing their lawsuit and ex-parte motion for receiver, have made an
illegal, improper and perverted use of process, in that the actual and primary purpose of that
suit and motion was to harass, burden and extort Kazran and Gwinnett from disclosing the truth
to the FEC regarding Buchanan's knowing violation of election laws.
112. Buchanan intentionally and primarily brought that action to accomplish a
purpose for which it was not designed- that is, to obtain leverage over Kazran so that he would
ultimately sign an affidavit taking sole responsibility for the election law violations of Buchanan.
113. Buchanan specifically instructed Kazran to reimburse any contributions to
Buchanan's Campaign made by any of Buchanan's employees at the company in which he held
a majority interest, such as HNJ/2001. Buchanan did not want the FEC to find out about that,
so he filed the lawsuit and ex-parte motion, and made a condition to resolve the matter that
Kazran would have to falsely take the sole blame for the foregoing.
114. As a direct and proximate result of Defendants' misconduct, Plaintiffs have
suffered monetary damages. These damages include, without limitation, (i} a devaluation of
Kazran' s equity interest as a member of Gwinnett; (ii) the lost value, lost revenues, lost sales, lost
profits, and loss of goodwill of and from Gwinnett which occurred as a result of Defendants'
5TOK FOLK+ KON
Page 46 of49
misconduct; (iii) any funds expended by Kazran or Gwinnett to try and save Gwinnett
notwithstanding BOA holding them in default as a result of Defendants' misconduct; and, (iv)
Kazran's lost profits, lost value, and loss of goodwill in his other dealerships, including the
Premier Dealerships.
just and proper.
herein.
COUNT XIII
TORTIOUS INTERFERENCE
117. This count is pled to the extent it is found that either (i) Defendants were not
members or managers of Gwinnett at the time in question; (ii) Defendants, despite their duties
and obligations as members or managers of Gwinnett, disassociated themselves from Gwinnett;
or (iii) Defendants caused damage to Kazran independent of Gwinnett.
5TOK FOLK+ KON
18851 NORTHEAST 29th AVENUE, SUITE 1005 AVENTURA, FLORIDA 33180 (305) 935-4440 FAX: (305) 935-4470 e-mail: supportli!lstoklaw com
Page 47 of49
118. At all times material hereto, Defendants Buchanan and 1099 were aware, knew
and were cognizant of the business relationships and contracts between Plaintiffs and BOA and
Plaintiffs and Hyundai. In specific, Kazran entered into the vehicle Floor Plan Agreement with
BOA for the extension of a $5,000,000.00 new car credit line and $2,000,000.00 used-car credit
line, which obligation was personally guaranteed by Kazran, amongst others. Moreover, Kazran
was obtaining the Hyundai Financing to restructure his dealerships.
119. Defendants also knew that these business relationships and contracts were
advantageous to Plaintiff Kazran and/ or Gwinnett. In order to operate the Premier Dealerships,
Plaintiff Kazran required these lines of credit. Moreover, the Floor Plan Agreement was cross-
collateralized by Gwinnett's assets. Finally, the Hyundai Financing was to provide financing for
Kazran' s dealerships, including the Premier Dealerships, and Gwinnett' s used car lines.
120. Nevertheless, Defendants intentionally interfered with the business relationship
and contract between Kazran, Gwinnett and BOA by withdrawing $825,000 of working capital
funds from Gwinnett leaving Gwinnett needlessly indebted to BOA and forced to make sales
out of trust. In order to pay back Buchanan, moreover, Gwinnet could not meet its obligations.
Had Buchanan not fraudulently induced Kazran to give him and interest and then pay him for
that interest, Gwinnet would have had funds and would not have had to make sales out of trust.
121. Moreover, Defendants further interfered with these business relationships and
contracts by filing an ex-parte motion for the appointment of a receiver over Gwinnett,
which prompted BOA to declare Gwinnett in default of the terms of the vehicle floor plan
which was cross-collateralized. Moreover, upon discovering the foregoing regarding Buchanan
and BOA, Hyundai pulled the Hyundai Financing commitment.
5TOK FOLK+ KON
18851 NORTHEAST 29th AVENUE, SUITE 1005 AVENTURA, FLORIDA 33180 (305) 9354440 FAX: (305) 935-4470 e-mail: support@stoklaw.com
Page48 of49
122. Buchanan and 1099 were specifically aware that removing the working capital
from Gwinnett would result in its inability to repay BOA for "sales out of trust" and further
knew that the filing of the ex-parte motion to appoint a receiver would similarly result in a
calamity to Kazran and Gwinnett, as Buchanan had actual knowledge of the terms of the Floor
Plan Agreement and the Hyundai Financing.
123. Buchanan and 1099's conduct prevented performance and/ or made performance
under the Floor Plan Agreement far more expensive then it needed to be. In fact, as a result of
the default and Buchanan's failure to fund Gwinnett or obtain alternative financing, BOA
liquidated Gwinnett.
124. As a direct and proximate result of Defendants' actions, Plaintiffs have suffered
monetary damages. These damages include, without limitation, (i) a devaluation of Kazran' s
equity interest as a member of Gwinnett; (ii) the lost value, lost revenues, lost sales, lost profits,
and loss of goodwill of and from Gwinnett which occurred as a result of Defendants'
misconduct; (iii) any funds expended by Kazran or Gwinnett to try and save Gwinnett
notwithstanding BOA holding them in default as a result of Defendants' misconduct; and, (iv)
Kazran' s lost profits, lost value, and loss of goodwill in his other dealerships, including the
Premier Dealerships.
5TOK FOLK+ KON
Page 49 of49
just and proper.
DEMAND FOR JURY TRIAL
Plaintiffs demand a jury trial on all issue so triable.
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true and correct copy of the foregoing has been furnished via
electronic mail and mail to: Mark L. Ornstein, Esq. and Michael Semanie, Esq., Killgore,
Pearlman, eta!, P.O. Box 1913, Orlando, FL 32802-1913, Counsel for Defendants, on this 23rd day
of March, 2012.
Respectfully submitted,
STOK FOLK+ KON
18851 NE 29th Avenue
Suite 1005
Aventura, Florida 33180
Telephone: 35
Facsimile: 5 70
B Y ~ & /1ft
;rOBERT A. STOK, ESQ.
/Florida Bar No. 857051
JOSHUA R. KON, ESQ.
Florida Bar No.:0056147
5TOK FOLK+ KON
18851 NORTHEAST 29th A VENUE, SUITE 1005 A VENTURA, FLORIDA 33180 (305) 9354440 FAX: (305) 9354470 email: supportriilstoklaw.com
EXHIBIT A
I
I
I
69/36/2885 ll: 38
............ -.---....-_. --
DEMIIS SLATER
I
;.:
0$/30/ZOOS 1l:aG PJ% 104 6141

Ol'TJONll'OR AND lN"fElmST l'URCHA.SE ACRE!Mm'tt
TldJ Option for attdlbrarest Piu'dlate A,srecmtat"} is mad a lind enUred
lmo liB of the of September. 2005, by ll.lld auu;mg Sam r'lChazrwan''),
VERNON G. BUCHANAN (''.B\Icllflll!lll"), 1099 MunolgeDM!It Co., L.L.c., a .l'lorido limitW
liability COJDp8IIY ("1099") lllld U-.2001 L.C. (the "CompllllY'?. l<lmtS !!l)t
defined llemin haYti die meaning ilt:tlbed to lham in t .AmmAtd Operating Agm:Wnl of
ll200l L.C. d'ahid eim:tlve u of Aprill. (tbo "'petattDg
'WBEREAS,l099ii fllcOWIICraffitly-ono percent {Sl") ofthe l'en:entaga Illb.l!esfll of
Sedcs Class A '/;nlllfegl!l of the Campany llllli fift,y.ona (31) Ullim of COlnP""Y
and all of the iseued Jllld 012illtandi119 Smics Cia$$ B li1tert:sra of tho CoJDpsny; ll.lld .
WimREAB, Xhaznvan is the ownor of furtynlne pemeat (49%) of tbc l'ercentage
0

WBEREAS,Bucbanan Is oft099;
WJJ.EREAS, Kbzu:rwa,l desirea 1o pllf01las!! all of tOWs &rles ClauA ami
tTnils ill lit& C0mplwy (cell8ctlvey, the illl4 J3nr;bmalllld 1 099lmve IIIJl'ecd
to gmntKllmWIIII liD op!kin1o purd!ue the Su&jeot on th.!erola<ifmd
set furth are satiil!OO, ami to the Subject !ntaest lo Khamvan on !he of
a:M. co.tltlll:kms u p.rov.lded lletcio; lllld
w.tmREAB, 1 Oll!l I cff lo sell fJlld to sen Jts Subj& Imt:rest ill C'.o!llptmy
pursuant to the te:nna, ooll(iifions md set llllhiB Agreement.
NOW, 'I'BEllSFORE, in conlidmtfon of the umiUa1 CGVell811ts ami Jl!OlllliK!l
fort&, e.M other good and Vllluable the reoe:lpt l!lld .mfnd
PAGE 82
EXHIBIT
"

which are hereby acknowledged by the parties, Khazrwan, Buchanan, I 099 and the Company
agree as follows:
I. RECITALS.
The recitals set forth hereinabove are true and correct and are included herein by
reference.
. -
2. OPTION TO ACQUIRE SUBJECT INTEREST.
(a) Consideration for Qptipn. 1099 hereby grants, and Buchanan consents
to such grant, to KhazJWan an option to acquire the Subject Interest on the terms set forth in this
pamgraph 2. The consideration for the gianted option is $3,600,000.00 payable as follows:
(i) $100,000.00 is due on the date of execution of this Agreement, and
I 099 and Buchanan acknowledge receipt of such amount from Khazrwan on or before the date
hereof,
(ii) An additional $100,000.00 is dUe 1099 frorr1 Khazrwan on or
before October 10. 2005;
(ill) An additional $I 00,000.00 is due 1099 from Khazrwan on or
before November 10, 2005;
(iy) Connnencing on January 10,2006 and on the lOth day (or the first
business day thereafter if the lOth is not a business day) of each month thereafter for
21 consecutive months, Khazrwan shall pay I 099 $150,000.00, except as permitted below in
Subparagraph (b); and
(v) The Company's makes the monthly payment obligations on the
_Financial Obligations (as hereinafter defined) untilthe Closing Date.
2
Khazrwan or the Company may prepay all option payments set forth in
this paragraph 2 and, subject to the meeting requirements of paragraph 3, purchase the Subject
Interest.
(b) Defaults, Remedies, Remedial Pavment.
(i) The term "Default" means and includes a failure of either the
Company or Khazrwan to pay an amount required pursuant to the Agretllllent when due that has
not been timely cured as provided herein. A "Default" also includes the failure of the Company
or Khazrwan to comply with any other requirements imposed on them by the Agreement and the
Operating Agreement (as amended by this Agreement) and which is not cured within five (5)
business days after delivery of written notice to Khazrwan by 1099 or Buchanan of the person's
failure. to comply w i ~ such requirement.
(ii) If K.hazrwan or the Company Defaults, Khazrwan's option to
acquire the Subject Interest shall terminate and cannot be reinstated.
{iii) This $150,000.00 monthly paymeots to be made pursuant to
subparagraph 2(a)(iv) can be made either by the Company or by Khazrwan.
(iv) Neither the Company nor Khazrwan shall be regarded as late in
payment of the $150,000.00 monthly payment obligation set forth in subparagraph 2(a)(iv) so
long as I 099 (or Buchanan) has timely received a minimum of $100,000.00 a month andno less
than $450,000.00 in each calendar quarter (i.e., October through December; January through
March, etc.) in respect of such monthly payments, exclusive of payments on the Financial
Obligations (as hereinafter defined). lfKhazrwan or the Company does not make a payment set
forth in subparagraph 2(a){ii) through (v) when due, such party will have thirty (30) days to cure
one (and only one) such late payment. JfKhazrwan or the Company fails a seeond time to make
3
terminate and without requirement of notice to Khazrwan. Upon a termination of the option to
putohase the Subject Interest, 1099 and Buchanan shall be entitled to retain all payments
previously delivered to them as well as the Subject Interest.
(c) Option E;g>iration. The option to acquire the Subject Interest expires on
October I 0, 2007. Thus, Khazrwan must have paid the consideration set forth in paragraph 2,
and satisfied the other tenns and conditions of this Agreement by then or he and the Company
will forfeit all payments made pursuant to paragraph 2 and will have no right to acquire the
Subject Interest
3. DISCHARGE, ASSUMPTION OR SATISFACTION OF FINANCIAL
OBLIGATIONS AND COMMITMENTS OF BUCHANAN.
Prior to md dUring the course of their business relationships pertaining to the
Company has borrowed money and Buchanan and/or I 099 have guaranteed certain loans, notes
and other financial commitments to facilitate the business relationship with Khazrwan and the
Company. In connection with and as a condition to the sale and purchase of the Si:lbjectiiiterest,
by the CloSing (as hereinafter defined), Khazrwan must either extinguish or assume such
obligations concurrently with obtaining a release for Buchanan and I ~ 9 9 from liability on those
financial obligations and commitments relating to the Company that are set forth on Exhibit A,
(individually, a "Financial Obligation'' il.nd collectively the "Financial Obiigations").
4. PURCHASE AND SALE OF SUBJECT .INTEREST; CLOSING;
DEALERSHIP FACILITY.
4.1 Transfer of Interest. Subject to the satisfaction of the terms of this Agreement,
at the Closing (as defined herein), 1099 wiilsell and transfer the Subject Interest to Khazrwan,
and Khazrwanwill purchase the Subject Interest :from 1099.
4.2 Purchase Price. As consideration to 1099 for the sale of the Subject Interest,
Khazrwan shall pay $300,000.00 (the ''Purchase Price"). The Plli'chase Price shall be paid by
5
. !
certified funds. or wire with a $150,000 deposit .due and payable on November 1 0, 2007 (which
shall be applied against the purchase price at closing) and the closing payment of$150,000 due
and payable on December 10, 2007.
4.3 Closing. The purchase and sale of the Subject Interest provided for in ibis
Agreement (fhe "Closing'') shall take place at the Company's dealership location by December
1 0, 2007 (the "Closing Date'') on such earlier date or at such other place as may be mutually
agreed upon between Buchanan and Khl!2rWan.
4.4 Condition Precedent to Closing. Cloolng is conditioned (i) on Khazrwan
. receiving approval from Hynndai to purchase the Subject Interest; (ii) Khazrwan having obtained
the release of the Buchanan and 1099 from the Financial Obligations set forth on Exhibit A or
such Financial Obligations been satisfied (iii) the Company's reru estate as
provided ln paragraph 4. 7' and (iv) mutual releases :have been delivered between Khazrwan and
Buchanan and 1 099 with respect to the Company, in the form attached hereto as Exhibit B.
4.5 Closing Obligations.
(a) At the Closing, 1099 or Buchanan will deliver, or cause to be delivered, to.
Khazrwan (i) a certificate representing the "Subject Interest, duly endorsed by 1 099; (ii) the
release required pursuant to subparagraph 4.4 (iv) and (iii) such other documents, instruments or
certificates as_shali be reasonably :".,quested by Khazrwan or his counsel.
(b) At the Closing, Khazrwan wil! deliver to 1099 (i) the Price;
(ii) indicia that Buchanan and 1099 have been released from all legal responsibility or liability
for the requisite Financial Obligations as required herein; (iii) the release required pursuant to
subparagraphs 4.4 (iv); and {iv) such other documents, instruments or certificates as shall be
reasonably requested by 1099, Buchanan and their counsel.
6
4.6 _Failure to Close. If there is no Closing because the option to acquire the Subject
Interest terminated or the Company or Khazrwan were unable to satisfy the other conditions
imposed on them by this Agreement, then the ownership and the Percentage Interests and Units
in 1he Company will not change from that set forth in the Operating Agreel)lent and will remain
. as set forth in 1he Recitals. In such went the Company shall reinstitute, beginning on the earlier
of when the option terminated or the date provided herein for when the Closing must occur, the
terms of the Operating Agreement and the Employment Agreement.
4. 7 Dealership Facllity Matters; Option to Purchase Series Class B Membership
Interest. (a) Khazrwan and the Company may not move the Company's principal business
location has not approved the new site in writing or ifKhilzrwan or Company is late
on a payment obligation due Buchanan or 1099 or is in Default. Subject to the conditions herein,
Khazrwan may investigate and purchase a new facility for relocation of the Company's
dealership at Khazrwlin's sole expense. In addition, so long as the Company owns its present
location, the Co!npany wiU continue to make its Special Allocation Payment to the holder of the
Series Class B Interest in the Company. 1099, as holder of the Series Class B Interest, or
_Buchanan w111 provide $150,000:00 for improvemtlllts to the Company's existing real estate
property, and concurrently therewith there WI11 be an adjustment to the Special Allocation
Pa1ment in the amoont of $12,000.00 per month. Khilii'Wari mliSt -pui'cliase the Company's
existing real estate at the later of December 10, 2007, or the closing of the purchase of the
replacement facility, at its then fair market value.
(b) 1099 hereby grants, and Buchanan hereby consents to such grant, to
Khazrwan a continuing option to purchase 100% of Seller's Series Class B Membership Interest
7
in the Company for its fair market value. Provided, however, this Option shall expire upon a
Default and upon December l 0, 2007, unleSs exercised before such event or date.
(c) If Buchanan and ){bazrwan are unable to agree on the fair market value of
the applicable subject matter in (a) and (b) of this paragraph 4.7, the procedures of Section 9. 7 of
the Operating Agreement sbllll apply to resolve such matter.
5. REPRESENTATIONS AND WARRANTffiS; INDEMNIFICATION.
5.1 Representations and Warr.anties of . Buchanan and 1(}99. With the
understanding that Khazrwan intends to rely hereon, Buchanan and 109,9 represent and warrant
to Kliazrwan, as of the date hereof and as of the Closing Date, as follows:
(a) Upon the execution and delivezy by Buchanan and 1099 of this
Agreement, this Agreement will constitute the legal, valid and binding obligation of Buchanan
and 1099, enforceable against them in accordance with its terms, except as may be limited by
bankruptcy, insolvency, moratorium or other laws affecting the. rights of creditors generally, or
by general equity principles or public policy. Buchanan and 1099 have the full right, power and
authority to execute and deliver this Agreement and to perform their respective obligations
hereunder.
(b) . 1099 is, and will be on the Closing Date, authorized to sell and transfer the
Subject Interest
(c) Bucbllnan and 1099 make no other representations or warranties.
5.2 Representations and Warranties of Khazrwan and the Company. With the
understanding that Buchanan and l 099 intend to rely hereon, Khazrwan represents and warrants
to Buchanan and 1099 as of the date hereof and as of the Closing Date, as follows:
8
(a) Upon the execution and :delivery by Kbazrwan of this Agreement, trus
Agreement wili constitute the legal, valid and binding obligation of Khazrwan, enforceable
against Khazrwan in accordance with its terms, except as may be limited by bankruptcy,
insolvency, moratorium or other laws affecting the rights of creditors generally, or by general
equity principles or public policy. Khazrwan has the full tight, power and authority to execute
and deliver this Agreement and to perfonn his obligations hereunder.
(b) Neither the execution nor delivery of trus Agreement nor the
or perfonnance of any of the transactions contemplated herein by Kbazrwan will
contravene, conflict with or result in a violation of any provision of any agreement binding on
Khazrwan.
(c) Khazrwan is an "accredited investor'' as defined in 501 (a) under
Regulation D promulgated by the Securities and Exchange CommisSion under the Securities Act
of 1933.
5.3 Survival of Representations and Warranties. The representations and
warranties contained in tbis Agreement, or in any exbibit, docmrient, certificate or instrqment
delivered in connection herewith, shall survive the Closing.
5.4 Indenmificatiou. At all times after the date of trus Agreement,. each party to this
Agreement .shall indemnif)r and hold harmless the other party-against and in respect of any alld
all damages, claims, losses, liabilities and reasonable expenses (including, without limitation,
legal, accounting and other expenses) suffered by such other party which may arise out of or in
respect of(a) any violation or breach of this Agreement by the indemnifying party, or (b) any
9
.
I
. _____ v ____ _____ v _____ v___
:._v _____ v __ _
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5.5 . (a) BUspgslop flf cl!dim tcnvlatMir 91 tmiJIOSimim Agreemmtr
Mwt!f!P.ftllon of ttt of Onmtll!s Agl'eemmt SP long as tbe option to Subject
Interest Jw DOt teonlnaled and BO JOJ!g as tho CJoring OCCUl'll by Decelllll 10, 2D07, tl\c
Bl:nplii,Ylllllllt between Jbaziwan 81111. Ch; ctbm' than the provhls of
7 (exCept 7(b)(ji)(;ll) wtdc:h .it suspc:oded) w1 !I (felatlllg to temlinalien Slid non-
llOlllpetitloo) whicb JOllll8ln (ll1n as modiiil!d by tbls Agret!ll1llllt), fa If tba
opllon to !he Subject tmnlllllh.\ or if Khaztwm ruJs 10 lWquite the Subjlld
Xnrereat by tbo Closing Dale, !he- Bmplo)moot .Agreemmt shall !mmediahlly be roi:!letikltod
OltlQlJJ'mj]y wltll Bllcb event1llllllo41Bed. by
(b) ll'lduclary Duty, IfKI!azrwan wilhthll JiGa .
daalenibip Mht eae la :Prmnh lli' d's llllii leba dtlelila!Yi!9
0
2Q85, .Wm lof. FmiaJI #
Pntt&il)llj JH:. te II wbi Buehatl81l imdemtands !n'"nlvcs tho acc<pllltlce
of i inten:at fiom Summll A'llloD!otive U.C (Whiah atliTI:!I!Iy OWIIa and
a Kill Blltomotiva daal.etsblp in Wa)1Jt(ISB, with a Sld$1llte stx1n1 in DDilglas,
Kha2rwau lball {i)pay SS,OOG.OOpermonlb dll!iDg the eontirrwltiM of
fbr oftbl9 (ii) tlum 4() bouts JICII' month
to tba illclDsive of tmvel tinlr, and (w) provide dOet"""'IIB!!Oll of the Compouty's
C0111l10011on thereWith ortbe C<mlpal1yDefeu.l1fbmutider,
all axpmses s'hal! be lmmedlmely xSmbUI'l!Cd 10 tile Conlp{l.ny. If or
Dotbubs hcnomder, Xhprw;m mult !Dmedlate!y Otlft$<l and temllllate his rclatiOillhip
(wh<dher cll:n:ct or indlm:t} w.lth t1!ll Kia dealmhip, and the owner oftb.e Kill dealerBbip m!J.SI
10
acknowledge in writing, his, her or its knowledge on the potential limitation on Khazrwan's
relationship with such person.
(c) Right of First Refusal for Buchanan. So long as there have been no
Defalllts by Khazrivan or Company, Khazrwan may seek out and negotiate for one or more open
point automobile dealerships for new and/or used vehicles, provided, however, that such open
point franchises are limited to premimn franchises within 120miles of Jacksonville, Florida
only, and no transaction may be effectuated until all amounts due under paragraphs 2 and 4 have
been paid .. If Khazrwan identifies a dealership that he desires. to pursue, then until a period
ending 12 months after all amounts due hereunder have been paid in full (at which time this right
. of first refusal shall. end) Khazrwan must *otify of his intent to enter .into
negotiations to acquire such dealershjp. Khazrwan must provide V croon Buchanan with all
infonnation received from the manufacturer concerning location, market studies, facility
requirements, and any other information that KbaZ!wan hail obtained in connection with such
. dealership. Vemon Buchanan must notify Khazrwan withiil. ten business days after the later of
(i) receipt of the infom1ation from Khazrwan concerning the proposed dealership or (ii) all
amounts due under paragraphs"2 and 4 have been paid, whether Vernon Buchanan or one of his
will purchase up to one-half of the interest in the entity in a limited liability company
(with an operating thads similar in form and subatance to the CompanY's Operating
Agreement except that it will have a "Shoot out" or "Shotgun" feature to permit an exit strategy
for a member) that will be orgrurized to acquire the dealership and real estate (if applicable).
Vernon Buchanan will be reilponsible for prep.aring and approving all presentation packages for
. . .
the proposed dealership. If Vernon Buchanan exercises this option, __ ,
agrees to provide all necessary ffuancial assistance to secure financing to acquire the dealership,
11
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including capital and floor plan requirements, including, but not limited to, real estate, inventory,
...,.,... ,_,_____,
parts and all necessary wotking capital. Khazrwan will have responsibility for the __ _.,
operations of any dealership so acquired subject, however, to (i) the new dealerslrip will have an
operating partner who must be approved by Buchanan and Khazrwan and who must acquire a
minimum 10% equity interest for cash (with Buchanan and Khazrwan to be proportionately
diluted), and (ii) reasonable awrovals related to protection of Vernon Buchanan's :financial
obligations to parties in connection with such acquisition and to allow a transfer in the
event V emon Buchanan is elected or appointed to public office. Auto Central Services, Inc.
shall have responsibility for all other aspects (e.g., accounting, legal, audit, construction,
etc.) for the. dealership. Khazrwan or the now entity will provide Vernon Buchanan
with copies of all financial reports in a manner, and the new dealerslrip will use Auto
Central Serviees, Inc. (or other successor affiliate of Vernon Buchanan's) to provide the same
type of services that it is presently providing the Company. Profits and losses will be shared
between the parties in accordance with their Percentage Interests in the new company. IfVernon
Buchanan does not timely exercise or declines to accept the offer to participate in an open point
dealership, Khazrwan may pursue and purchase the dealerShip.
(d) The Parties agree that the restrictions set :furth in paragraph 9 of the
Employment. Agreement and Section 9.11 of the Operating Agreement of .the Company. are
hereby modified as to Khazrwan until the Closing solely with respect to the matters set forth in
subparagraph 5(b). If the Closing occurs, such restrictions will be abrogated as of the date
thereof. If the CloSing does not occur and thls Agreement terminates with no change in the
owner of the Interests in the Company, then the parties hereto shall comply with the terms of
Section 9.11 of the Operating Agreement and the Employment Agreement..
12
6. . .MISCELLANEOUS PROVISIONS.
6.1 Conduct ofBusiness. Khaziwan covenants, warrants and represents to Buchanan
and I 099 that, until the completion of the Closing, the Company shall be operated in the ordinary
and usual course and in a mamier consistent with past practices for the Member in operationaf
control and pursuant to the existing Operating Agreement of the Company except as modified by
this Agreement. If the Closing does not occur, then Khazrwan and I 099 agree that, as of the
earlier of the date the option toacquire the.Subjectlnterest terminates or the failure to close on
the Closing Date, the parties and the Company will be operated in accordance with the terms of
the Operating Agreement.
Khazrwan and 1099. agree that, until Closing, there will be no cash expenditures, other
than those necessary to operate the Company in the ordinary course and the distributions (as
modified above) historically made to or on behalf of a Member; provided, however, except as
provided in the next sentence, so long as the option to acquire ihe Subject Interest has not
terminated, Kbazrwim shall not take more than $20,000.00 per month from the Company in the
forms of salary and distributions solely necessary to make the monthiy payments set forth in
2{b) and (e), although Kh!!ZrWan's health and other existing benefits can continue
{ii) the Company is in CQmpliance with the Hyundai factory requirements and
all financial covenants with the Company's lenders, and (iii) excess funds from earnings are
available for distribution as determined by Auto Central Services, Inc., in accordance with and
consistent with past practices, then Khazrwan may receive such ,excess distributions from the
Company. The Company shall continue to make the paymentS conling due on the Financial
Obligations set forth in Exhibit A until those Fmancial Obligations have been satisfied or
13
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refinanced as contemplated herein. All the payments to the Company has been previously
paying to Buchanan pursuant to Section 8(a)(i) of the Operating Agreeinent (but not the .
payments on the Financial Obligations, fees to Auto Centml Services, Inc. and the participation
in the JMNA payment arrangement, all of which. shall continue), shall be suspended until there is
. a Default or the Closing has not occurred when required. lfthe Closing occurs, such suspended
payments shall not be due and shall not be treated as a liability or obligation of the Company. If
the Closing shall not occur because of a Default or any other reason, then such suspended
amollllts shall be reinstated as of the date that Khazrwan can .not close under this Agreement.
Khazrwan agrees that upon the Closing the Company will no longer use the name
"Buchanan" in any signage, advertisements, promotions or in any other respect.
6 ~ 2 Counterparts. This Agreement may be executed in two or more counterparts,
each.ofwhich shall be deemed an original, but all of which taken together shall constitute one
and the same instrument. Confirmation of execution by electronic transmission of a .facsimile
. signature page shall be binding upon any party so. confirming.
6.3 Further Assurances. 'The parties hereby agee from time to time to execute and
deliver such further and other transfers, assignments and documents and do all matters and things
which may be convenient or necessary to more effectively and completely carry out the
intentions of this Agreement.
6.4 . Notices; Contact Persons. All notices, requests, consents and other
communications required or permitted under this Agreement shall be in writing (including
electronic transmission) and shall be hand delivered by messenger or courier service, transmitted
by facsimile, or mailed by registered or certified mail (postage prepaid), return receipt requested, .
addressed to:
14
Ifto Kbazrwan: Sam Khazrwan
3333 North Main Street
Jacksonville, Fl. 32206
Facsimile: 904.485.6321
With a copy to: . M. Forest Hutchinson, m
5100 Sunbeam RdSuite#l
Jacksonville, Fl. 32257
Facsimile 904.880.8141
If to l 099: Vernon Ct Buchanan .
l 099 Mai!agement Co., LL.C.
707 South Washington Boulevard
Sarasota, Florida 34236
Facsimile: 941-364-3364
i
or to such other address as any party may designate by notice complying with the terms of this
Section. Each such notice shall be deemed (a) on the date delivered if by personal
. delivezy; (b) on the date of transmission with confirmed answer back if by facsimile
transmission; and (c) on the date upon which the return receipt is signed or delivezy is refused or
the notice is designated by the postal authorities as not deliverable, as the case may be, if mailed.
Except in the case of formal notices that must be delivered to I 099 as provided above, in
the event Vernon Buchanan is not available for communication, Khazrwan may deal directly
with .Dennis Slater who will be Vernon Buchanan's sole representative (butnot agent) in dealings
and COJilllltmications with Khazrwan but Dennis Slater has no authority to bind either 1099 or
Vqncm Bllchan on matters that would change or amend the obligations and the responsibilities
of a party that are set forth in or contemplated by this Agreement and such action may oilly be
taken by Vernon Buchanan.
6.5 Binding Effect Ail of the terms and provisions of this Agreement shall be
binding upon, inure.to the benefit of, and be enforceable by the parties and their respective legal
representatives, successors and permitted assigns, whether so or not.
15
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09/36/2665 11:39
1s
DENNIS 9t.ATR
11:06 l'.U: U04 $&0 8141
lfto Xhtl:l;rwan:
lfto 119: .
Sam KllazJwaa
3993 NOIIh MaW Street
ladalolMll&, l'l. 32200
Faosimlla: 2944SS.6.J21
M. FQI8StHutobinsoo, m
StOO Sunlleam Rd Suite lfl
Jaoksrm\lllle, Pl. :n:J.$7
F=lmll6904.8S0.8141
Ylll:llOll G. B>mhanan
1099 ManagvmCill L.t:C
. 707 Scuth WasbiDglon l!llulovard
Samsota, Florida 34236
Facsimile:
li1!o04
or lo sndl other ldclreBs liS any piQ1y may desigmda by tOill,Plylng with lbo t.omluftb!J
Sach sticl1 notice shall be dei!DKd (a) on the dBre delfvmld lf by pe!IHlJilll
delivecy; (b) on tbe dute of 1rtlll8mfsslon wiib COII1inl1ed bad< If b'y iiJcs!mi!o
1rmmrissiOJI; and (o) on 1he datoUJIOil w:hich brretum nlCQipl ls <It dtlivcizy .i$.refusai or
the notice ;s diiS!gaakd by the pof181 alllb.m.ilics llf 110t dcllvenbte, as the caso may be, i!:wuil<.
the ...... o(formlllao!iCC!Otluotl!Wtbedtl.iwmd to 1099 aspiovided above; ln
thtt event Veti!OII Btullmilan is not avallllbJe 1bt COD:Iallll'licai!Oll, Kliaztwan IDliY dell! cll.lea1y
with Delu1la will be v- (but
and with ICha2lW8Il but :o-is Slat6r baa :(1() autllo.dty to b!Dd eJih tOO!} or
Vernon Buchman 011 matters that woold clmnp or emmd tho o'bllptfom lll!d tlu! ltipOllll'lliKtl""
... . . - - .. .. .. . .. . ..
of a party tl!at m set fQrth in or by this $lld suc;h actiOJI inily o.Qly be
iake.u by VC!llOil Blldtan.
6.5 Bflldfllg .Eoet. All r:>f &s terJ:M md p10vWm>a of tlda Agr=-t llhaJJ be
.blndlng\IPOflt blJm, to 1hc bcJw;(it ot; and tJo ,.,fb,:,...blc by ihapmiel! lllld.lhcil: !Uipe<:the !eilll
te ... wentaliveo, _..,., aDd ,.,.,mtcd Al!tdl!JlS. whtlhao Ql' not.
IS
PAGE 83
6.6 Headings. The headings contained in this Agreement are for convenience of.
reference only lllld shall not limit or otherwise affect in any way the meaning .or interpretation of
this Agreement.
6. 7 Severability. If any provision of this Agreement or any other agreement entered
into pursuant to this Agreement is contrary to, prohibited by or deemed invillid under applicable
law or regulation, such provision shall be inapplicable and deemed omitted to the extent so
contrary, prohibited or invalid, but the remainder of this Agreement shall not be invalidated
thereby and shall be given fUll force and effect so far as posSible. If any provision of this
Agreement may be construed in two or more ways, one of which would render the provision
invalid or otherwise voidable or unenforceable and another of which would render the provision
valid and enforceable, such proVision shall have the which renders it valid and
enforceable.
6.8 Waivl)l's. Tiui failure oi delay of any party at any time to require performance by
another party of any provision of this Agreement, even if known, shall not affect the right of.
such party to require performance of that proviSion or to exercise any right, power or remedy
under this Agreement. Any waiver by any party of any breach of any provision .of this
Agreement should not be. constrned as a waiver of any continuing or succeedin_g breach of such
provision, a waiver of the provision itself, or a waiver of any right, power or remedy under this
Agreement. No notice to or demand on any party in any circumstance shall, of itself, entitle such
party to any other or furtbernotice or demand io similar or other circumstances.
6.9 Governing Law; This Agreement and all transactions contemplated by this
Agreement shall be by, and construed and enforced in accordance with, the internal
laws of the State of without regard to principles of conflicts oflaws.
16
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6.10 Jurisdiction and Venue: The parties acknowledge that a substantial portion of
the negotiations, anticipated perfonnance and execution of this A g r e e m ~ t occurred or shall
occur in Sarasota County, Florida. Any civil action or legal proceeding ansing out of or relating
to this Agreement shall be brought in the courts of record of the State of Florida in Sarasota
County. Each party consents to the jurisdiction of such court in any silch civil action or legal
proceeding and waives any. objection to the laying of venue of any such civil action or legill
proceeding in such court.
6.11 Amendments. . The provisions of this Agreement rnay not be amended,
supplemented, waived or changed orally, but only by a writing signed by Buchanan and
Khazrwan.
6.12 Jury Waiver. IN ANY CML ACTION, COUNTERCLA!M, OR
PROCEEDING, WHETHER AT LAW OR IN EQUITY, WHICH ARISES OUT OF,
CONCERNS, OR RELATEs TO 1HIS AGREEMENT, ANY AND ALL TRANSACTIONS
CONTEMPLATED HEREUNDER, THE PERFORMANCE OF THIS AGREEMENT, OR TIIE
RELATIONSHIP CREATED HEREBY,. WHETIIER SOUNDING IN CONTRACT, TORT,
STRlCT LIABILITY, OR OrnER WISE, TRIAL SHALL BE TO A COURT OF COMPETENT
JURlSDICTION AND TY HEREBY IRREVOcABLY
S ANY RIGHT HE MAY HA VB TO A TRIAL BY JURY. ANY PARTY MAY F
AN ORIGINAL COUNTER.P ART OR A COPY OF TIIIS AG.RBE:MENT WITH ANY
COURT, AS 'iVRITI'EN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO OF
THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY .. NEITHER PARTY HAS MADE
OR RELIED UPON ANY ORAL REPRESENTATIONS TO OR BY ANY OTHER PARTY
17
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REGARDING 'I'.fm ENFORCEABILITY OF THIS PROVISION. EACH PARTY HAS READ
AND UNDERSTANDS THE EFFECT OF THIS JURY WAIVER PROVISION.
6.13 Advice of Counsel. EACH PARTY ACKNOWLEDGES TIIAT HE HAS BEEN
ADVISED BY IDS OWN COUNSEL, OR HAS HAD THE OPPORT!JNTIY TO CONSULT
WlTH COUNSEL, WiTH RESPECT TO THIS AGREEMENT, AND SPECIFICALLY WlTH
RESPECT TO THE TERMS OF SECTION 6.12, WlDCH CONCERNS THE WAIVER OF
. EACH PARTY'S RIGHT TO TRIAL BY JURY.
6:14 No Construction Against Draftsmen. The parties acknowledge that this is a
negotiated agreement. and that in no event shall the tenns of this Agreement be construed against
either party on the basis that such party, or his or its counsel, drafted this Agreement.
6.15 Entire Agreement Thls Agreement (including the exhibits attaehed to this
Agreeznent) represents the entire understanding and agreement between the parties with respect
to the subject matter of this Agreement, and supersedes all o!her negotiations, understandings
and representations (if any) made by and between such parties.
6.16 . FederaJ Income Tax Matters. 1099 (and Buchanan) will be deemed to have
sold the Subjeet as ofihe date of this Agreement and a K-1 shall be issued.to Buchanan
or I 099 for the period ending on such date. Any payments made by the Company to or on behalf
of I 099 or B11cbanan in 2005 shall .be treated as of the purchase price for the. Subject
Interest. All pa}lments requiring the computation of interest for income tax JlU!llOSes
shall be treated as being inclusive of interest at the lowest applicable federal rate permitted by
Jaw. From the date hereof and continuing until either the option to purchase the Subject Interest
has tenninated or Khazrwan was unable to purchase the Subject Interest by the Closing Date, all
18
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11: 3El
El13792. k
DENNrS SLATER
llt08 FAX 90l 380 8141
KhaioiWJW.
6.1? Jlo:n:e MaJeure, K&auwan's anll tb<l Compally'J obligations ta
21lllllaaan are set furth In 2(li} duoogh (iv) hereof (bllt oot !be
oblipllon. tu t1lirlj. part(ea ut :lbnh in I! area! lllllea sooh 1b&d party consenu
. tQ auoh IJilS]lCI!IIiOll without pens!ly to J3!1b!1DIIIi) &hall be mspeodecl-fl!rllo Ilion! fJlan mty (60)
da)'ll llpOn 1M of ihrco majOIII.'O tmt are beyO!I!l .1118 COIIIrOI of .
Khaawan 0.. ih6 .1111(1 lllat lAvolve an act of atld,. tne pabli.: almo/; war or
. flllll1'tect!on or sabotage . w.IMJI Me llkoly U) adwlsc1y ailbl.11he Ulllty it, aen ot SVlco
PAGE B4
. anmol!ites ill a Jegjon that CO'Illptises a I'IIC!iiJ$ ot tlo mlles ttom the Company's cWdmhip , tf-7
ktaldon In JIICksonYllle, Plm411. The duo dlltcl :tbr the optiW e><plr<lli<in 11114 the. \j/Jf
a dale Sbllll be C!l'Ulllded by DD.eqmvalflllt]JG!iod (i.e., up m 4a,a). Dilling the period of
Olmpanywill :pay 080li Dlld Buolumm amOlllhly .
. salllo/ ofSZO,oOo agd "'Jr 'liWfu.be entitled m tb .

6.JS Cllllfl<1motWIJ;yj Pllblldty. Except Utnq be mtulted by law, or as l)lherwlst
p<!IDliit:ed or as osp8Cially OOJitelnpl&ted boxtSu. llll psey bemo. or .Atfilia!.cs,
employca, li!ld !lllallll!solQJiO to any ell.-:! party of
ot imy provision llereot; or !he $1lbject matter or tciXliB Kbilmvl<it shall J<eep
COD!iden1i!d ll!ld llhail not di$CIO&IIRI any:amfidelll!al or pmprle>tuy hdbmlalion him
'by tho Company, or lJidlqaan's md shBI! lOOIIclsc rea40118blo
prt:calll.lo!ls 1ll aa1llp:!N lltld COI!fidcntiatlty and hltclo/ of I!UCh inlbm>Atlo!l. .-c:epl
tbat ;Khazrwc <ll1d ihe may sud\ clisdosares fD hi$ a.:Cilll!lt!m1s, Jawym and
Ill
)
lenders, who need to know the information to effectuate the intent of this Agreement Disclosure
of such information will be pezmitted to any other third party where (a) Buchanan consents to
such disclosure, (b) such information is or becomes generally available to the public or within
the industry in which the Company opezates through no action of Khazrwan or his
representatives, (c) such information is received by Khazrwan from an independent third party
. whose disclosure of such information did not constitute a breach by that third party of any duty
of confidentiality owed to the Company, its Members or to Buchanan, (d) such discloSure shall
be required by applicable law or any judicial, governmental or administrative proceedings, or
-(e) such disclosure is necessary to the enforcement of any rights of a party. No press release or
other public announcement related to this Agreement or the transactions contemplated hereby or
the business of the Coinpany shall be issued by any party hereto without the prior approval of
Buchanan and Khazrwan except that Buchanan may make such public disclosure if he believes
in good faith such disclosure to be required by law.
SIGNATURES APPEAR ON THE FOLLOWING PAGE
20

DENNIS SLATER
PAGE: 05
lil!OOO
lNwrrl'iESS WHEREOF, th!lparties b.Ul'OIO 1hlt the day
111!11 yea; first abavo. wdttsl!. . . . .
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i59
EXHIBIT B
OPTION FOR AND INTEREST PURCHASE AGREEMENT
This Option for and Interest Purchase Agreement ("Agreement") is made and entered
into as of the 28th day of June, 2006, by and among Sam Kazran C'Kazran"), VERNON G.
BUCHANAN ("Buchanan"), 1099 Management Co., L.L.C.; a Florida limited liability
company ("1099'') and Gwinneft; LLC, a Florida limited liability compimy (the "Company").
Capitalized tenns not otherwise defmed herein have the meaning ascribed to them in the
Operating Agreement of Gwinnett, LLC dated effective as of December 28, 2005 (the
. . .
"Operating Agreement").
WHEREAS, 1099 is the owner of :fifty percent(50%) of the Percentage Interests of the
outStanding .Series Cl!iSS A Interests. of the Company and fifty-orie (51) Units of Company and
there are no issued and outstanding Series ClailsB Interests of the Company; and
.WHEREAS; Kazran is the owner of fifty percent (50%) of the Percentage Interests of
the Series Class A Interests of Company and forty-nine (49) Units of Company; and .
WHEREAS, BUchanan is the sole memb.er and the managing member of 1 099;
. . . . .
. wHEREAS, Kazran desires to. purchase all of 1o99's Series ClassA Interest and Units in
the Compaily (collectively,. the "Subject Interest") and Buchanan and 1099 have agreed to grant
K!izran an option to purchase the Subject Interest on. the terms of, and if the conditions s ~ t forth
herein are satisfied, and to sell the Subject Interest to Kazran on the satisfaction of such tenns
and conditions as provided hereln; and
WHEREAS, 1099 agrees to offer to sell and to sell its Subject I n t e r ~ s t in Company
pursuant to the tenns, conditions and procedures set forth in this Agreement.
NOW, . THEREFORE, in consideration of the mutual covenants and promises
hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of
r-'--'-E-XH_g_B_I_'l''---,1
@
which are hereby acknowledged by the parties, Kazran, Buchanan, 1099 and the Company agree
1. RECITALS.
The recitals set forth hereinabove are true and correct and are included herein by
reference.
2. OPTION TO ACQUIRE SUBJECT INTEREST;
{a) Consideration for Option. I 099 hereby grants, and Buchanan consents
to such grant, to Kazran an option to acquire ihe Subject Interest on the terms set forth in this
1. The conSideration for the granted option is$ 300,000.00, payable as follows:
. - . . - . .
. {i) $100,000 by June 30, 2006; an additional $l00,000payable on or
before September 28, 2006 and six {6) monthly installments of $f6,666.66 inciusive
of interest to the :Promissory Note being delivered concurrently herewith froin
.. . . . . . . . . . -
. Kazran to 1099, with thefirstmonthlypaymentto on July 1,2006;
{ii) The Company's. continues.. to .. make the monthly. payment
obligations on the Financial Obligations {as hereinafter defined} until the earlier of the date the
Fhianciai Obligatiillls ate satlsfled as herem or Decembo:r 3I, 2006 (the ,;DisCharge
Date").
Kazran or the COmpany may prepay all option payments set forth in this
paragraph 2 and, subject to the meeting requirements of paragraph 3, purchase the Subject
interest as ofDecernber31, 2006.
. (b) Defa!!lts. Remedies, Remedial Payinent.
{i) The term ''Default" nieans and includes. a failure of either the
Company or KaZriuito pay an amount required pursuant to the Agreement when due has not
2
been timely cured as provided herein or in the Promissory Note. A "Default" also includes the
failure of the Company or Kaztan to comply with any other requirements imposed onthem by
this Agreement and which is not cured within fifteen (15) days after deliVery of written notice to
Kazran by 1099 or Buchanan of the. person's failure to comply with such requirement.
(ii) If Kazran or the Company Defaults before the Closing and has not
cured the Default, Kazran's option to acquire the Subject Interest on the Closing Date shall
terminate and cannot be reinstated.
(iii) The payments to be maile pursuant to this Agreement can be made
clther by the Company Or by Kazran.
(iv) Upon an uncured Default"by K.azi-an or. the Company and. ihe
. .
of the option to purchase ihe Subject Interest, 1 0991i:nd Buchariim shall be entitled to.
retain all pa;Yments previously delivered to them as well as the Subject Interest.. In the event
Kazrari is. not able to. acquire title to the .Subject IntereSt, except as ptovided herein, tbis
Agreement does not alter or change any rillbts or obligations .Kazran has .purS\lllilt to the
Operating Agreement.
M OpdOJA Ex!Jii atlon. 'fhe opuon to acqwre the Subject lriterest exprres on
. - . . ' .
January 1, 2007. Thus, Kazran must have paid the consideration set forth in paragraphs 2.
- . . . . - . . . - ' .
and 3, and satisfied the other terms and conditions of tbis Agreement by lhen or he and the
Company will forfeit all payments made pursuant to paragraphs 2 and 3 arid neither Kazran
nor the Company will have the right to acquire title to the Subject Interest.
3. DISCHARGE, ASSUMPTION OR . SATISFACTION OF FINANCIAL
OBLIGATIONS AND COMMITl\1ENTS OF BUCHANAN.
Prior to and during the course of their busineSs relationships pertaining to the
. . . .
Company, Buchanan and 1099 have borrowed money and Buchanan
and/or 1099 have
3 (!;)
guaranteed certain loans, notes. and other financial commitments to facilitate the business
relationship with Kazran and. the Company. In connection with and as a condition to the sale imd
. .
purchase of tlie Subject Interest, by the Discharge Date, Kazran must either extinguish or assume
5uch obligations concurrently with obtaining a release for Buchanan and I 099 from liability on
those financial obligations and commitments relating to the Company that are set forth on
Exhibit A, (individually, a "Financial Obligation" and collectively the ''Financial Obligations").
ln addition, if there are any other financial obligations or commitments not set forth on Exhibit
"A" which properiy those of the Company and for which either or both ofBuchanan and
. I 099 are personally re8ponsible, then Kazran and flie Company hereby assume and agree to hold.
Buchanan" and 1099 harmleSs from such obligations and conmn1ments.
4. PURCHASE . AND SALE OF . SUBJECT . lNTERESTi CLOSING;
DEALERSIDP FACJLITY. . . . .
4.1 Transfer of Interest. Subject to the satisfaction of the terms oftliis Agreement,
at the_ Closing, 1099 sells the Interest to Kazran, arid Kazran purchases the Subject
Interest from 1099.
4.2 Purchase Pric.e . As consid.eration to 1099 for sille of the Interest,
Kszraii shall pay $ 700,000.00 (the "Purchase Price") in 42 consecutive monthly installments
commencing on January I, 2007; proviqed, however, the component set for!J! in the
Promissory Note shall liot be. treated as part of the Purchase Price for federal income tax
purposes. Kazran shall execute and deliver a promissory note in the form attached hereto as
Exhibit (the "Promissory Note"). The Promissory Note will be signed by both Kazran and
his vme; Maryam Kazran; Gwinnett, LLC and ll-2001; LLC. On the eariier of the date
. . . . .
. .
Buchanan arranges for the capital loan (as heteinafter defined)or June 30, 2011, the Company or
K=mMoJih"'""""'"'
to the Company by 1099 and Buchanan and used to fund his Capital contribution to the
Company, or shall have discharged the loan that 1 099 or Buchanan obtafued and commonly
referred to by the parties as the "capital loan"). If Buchanan makes any principal or interest
payments on the capital loan following the execution of this Agreement, Kazran or the Company
shall reimburse Buchanan for such payments. The Company or j(azran shall, until the capital
loan has been retired, make all principal and interest payments coming due on such loan with
such payments to be treated as additional purchase price consideration for the Subject Interest;
By De.cember 29, 2006 (or as soon thereafter aS possi)Jle), Buchanan !igrees to help Kazran
. . .
obtain a substantially similarloan in relation to the capital and Kazran to obtain such .
Joan {and provide his wife;s guaranty or guaranty ofGwmnett,LLG or 11-2001, LLC if required.
. . . . . . . . . . .
.. by bank} to satisfy Kazran's obiigations pilragraph but neither nor his
, , I
Affiliates need to guarantee or provide credit gupport.for such .
. . . . .
4.3 Closing. Assbioing full compliance ,with fue of this Agreement,. closing
and title to the Subject will transfer to Kazran wili.occur . on December 29, .2006 upon
execution and to Buchanan of the Prciririsso:ry Note and satisfaCtion of all obligations
tHli!er Section 4.4 aild 4.5 he.Ievf(tlre ''Closing Daw").
4.4 Condition Preced.ent to Closing, Closing is conditioned (i) on Kazran receiving
approval from DalmlerChrysler Motors Company, LLC, to purchase the Subject Interest;
. {ii) Kazran obtained the release of the .Buchanan 1099 from the Obligations
. : . .
. . .
set forth on Exlnl>it A or such Financial Obligations have been satiSfied by Discharge Date;
(iii) on the Closing Datemutual releases have been delivered between Kazran and Buchanan and
. 1099 with respect to the Company, in the form attached heretO as Exhibit "C"; and (iv) at tlie
Closing the Company and Kazran will have entered into a written agreement that indemnifies
5
and holds Buchanan and I 099 hannless from any and all claims pertairring to the Company and
its business and affairs from all liabilities which occurred following the Closing Date.
4.5 Closing Obligations.
(a) At the CJooing, 1099 or Buchanan will deliver, or cause to be delivered, to
Kazran (i) a certificate or other evidence representing the Subject Interest, duly endorsed by
1 099; (ii) the release required pursuant to subparagraph 4.4(iii); and (iii) such other
documents, instruments or certificates as shall be reasonably requested by Kazran or his
. . .
eounsel.
(b) At the Closing, Kazran will deliver to I 099 (i)the Promissory Note;
(u) indicia that Buchanan and I 099 have been released from all legal . responsibility or
liabilitY for the requisite Financial Obligations as required herehi; (iii) the
required pursuant to subparagraphs 4.4(hl)-- (iv); and such other doClUllents, instruments or
. - ' . .
certificates as shall be reasonably requested by 1099, Buchanan and their couilsel. . .
4.6 Failure to Close. If there is no transfer o(title because the option to acquire the
Subject Jntet"est terminated or the or Kazranwere to sHtiszy the other conditions
. . . . .
imposed on them by this Ag. etanent, then the owneJllhlp and oie PerCeniage lriteres!S and Omts ..
in the Company will not change from that set forth in the Operating.Agreement and will remain
as set forth in the In such event, the Company shalt the tenns of the.
Operating Agreement beginning on the first date when a Default occurred..
5.
REPRESENTATIONS AND wARRANTIES; INDEMNIFICATION . .
5.1 Representations and Warranties of Buchanan and :i.099. With the
understai1<ling that Kazran intends to rely hereon, Buchanan and I 099 represent and to
Kazran, as of the date hereef and as of the Discharge Date, as follows: .
6
(a) Upon the execution and delivery by Buchanan and I 099 of this
Agreement, this Agreement will constitute the legal, valid and binding obligation of
Buchanan and I 099, enforceable against them in accordance with its tenns, except as may be
limited by bankruptcy, Insolvency, moratorium or other laws affecting the rights of. creditors
generally, or by general equity principles or public policy. Buchanan and I 099 have the full
. .
right, power and authority to execute and deliver this Agreement and to perfonn their
respective obligations hereunder.
(b) 1099 is, and will be at the Closing, authorized to transfer the Subjeci
Interesi.
(c) . Buchanan and I 099 warranty and represent that all corporate minutes of
.the CompaniaJ:e true and correct.
. (d) Buchanan and i 099 make no other representations Or warranties;
5.2 and Warranties of Kazran arid the .Company. With the
UllderStanding that Buchanan and I 099 intend to rely hereoD, Kazran represents and wai:rants to
. . . . - . . .
Buchanan and 1 099 as of the date. hereof and of the as follows:
. W Upefi the excetttion and deli vwy by Kazran . of this Agreement; iJUs
Agreement will constitute the legal, valid and binding obligation of Kazran, enforceable
. .
against Kazran in accordance with its tenns, excej>t a8 may be limited by bankruptcy,
insolvency, moratorium or other laws affecting the rights of creditors generally, or by general
equity principles or public policy. Kazran has the full right, power and authoritY to execute
and deliver this Agreement and to perform his olillgations hereunder.
(b) Neither the execution nor delivery of this Agreement nor the
consummation or perfonnance of any of the transactions contemplirted herein by Kazran wm
7
contravene, conflict with orresult in a violation of any provision of any agreement binding
onKazran.
(c) Kazran is an "accredited investor'' as defined in Rule SOl (a) under
Regulation D promulgated by the Securities and Exchange Commission under the Securities
Actofl933 .
. 5.3 Survival of Representations and Warranties. The representations .and
warranties contained in this Agreement, cir in any. eXhibit, document, certificate or
. . . . . .
delivered in connection herewith, shall survive the Closing.
5.4 Indemnification. At all times after the date of this each party to this
Agreement shall indenu.illy and hoid hannjess the other party against and ih res.Pect of any and.
all damages, claims; losses; liabilities and reasonablo;: expenses (including, Without limitation,
legal, acc6unting and other expenses) by such other party which may arise out of or in
respect of (a) ai:ty or breach of this Agreement by indeinnifying party, or (b) any
faisit)i, inaccuracy OT miSrepresentation in or breach ofany of the warranties OT
. . . .
covenants made in .this Agreement by the indemnifying party: Kazran and the Company wa,rrant
tllat EuolillflanliHe HJ99 (and othCI co venid pe1son) will be entitled to the benefits of Arllcle vii . .
of the Operating Agreement.for all periods before the Closing Date.
5.5 (a) Syspension.ofOperating Agreement. So longas the option to acquire the
Subject Interest not terminated, the Operating Agreement, except the provisions of
Article VII which will remain effective until. the PromiSsory Note described in 4.2 ispaid in full, .
shall be suspended. If the option to acqUire .the Subject Interest tenninates, the .Operating
Agreement shail immediately be reinstituted concum:ntly with such event unmodified .by this
Agreement. J;luring the period the Operating Agreement is suspended, 1 099 ilian not be treated
8
(
as a Member and Buchanan or Buehanan's affiliates shall no longer receive the payments that
have previously been received from the CDIIipany but if and when the Operating Agreement
again becomes effective as to 1099, both 1099 and Buchanan and his Affiliates shall be entitled
to reinstate such Prior benefits and entitlements immediately retroactive to the date of this
Agreement.
(b) Provided the option to purchase the Subject biterest has not terminated or
Kazran acquires title to the Subject Interest, as detailed under this agreement, all parties to this
a&reement, Kaznin, Buchanan. and I 099 agree, , that this agreement all previous
. . . . . . : . - . .
agreements of the parues. with. to any previous agreeillents and that no party is liable io
the. other. party for. any past or present rights, payments, options, . warrants, Or agreements except
those speeifically described herein ..
6. MISCELLANEOUS PROVISIONS.
6.1 . Conduct (If &siness. Kazrim covenants, and represents to Buchanan
and 1099 that, until the Closing Date, the Company shall be operated in the ordinazy and usual .
. .. . . . . . .
. course and in a manner consistent with paSt practices for the Member jn operational control and .
J*l!8llailt te the illfis!iftg Agreement oflhe COmpany WePt aA modlfied bY tb1s
. . ' - . ' . .
Agreement. If Kazran fails to acquire title to the Subject Interest, then Kazran and I 099 agree
. . . : . . . .
that, as of the date the option to acquire the Subject Interest tenuinates, the Company will be
operated in accordance with the'terms <if the Operating Agreement.
6.2 .. Counterparts. This Agreement may be executed in tWo or more counterparts,
each of which shan be deemed an original, but all of which taken together Shail constitute one
imd the same. inst:rumC!lt. of by electronic transmission of a facsimile
signature page shall be binding upon any party so confirming.
9
6.3 Further Assurances. The parties hereby ap from time to time to execute and
deliver :SUch further and other transfers, assignments and documents and do all matters and tlririgs
which may be convenient or necessary to more effectively and completely carry out the
intentions of this Agreement.
6.4 Notices; Contact Persons. All notices, requests, consents and other
communications required or permitted under this Agreement shall be in writing (including
electronic and shall be hand delivered by messenger or courier service, transmitted
by facsimile, or mailed by registered or. certified mail (postage prepaid), retUrn receipt requested,
. . . . . - .
addressed io:
Jfto Kazran:
Ifto 1099:
SamKazran .
Attn: Hutchinson & Associates, P .L.
5100 Sunbeam Road
Suite.One . . .
. Florida 32257
Vernon G. BuChanan
1099 Management
50 Central Avenue, Suite 9M.
Sarasota, Florida 342.36
}'1acsiinile: 941-364-3.364 .
QT to. sm:h ethlll' addrsss as !ll'lY parey may designate by 11dtice complying with the tetllis of this
Section. Each suCh notice shall be deemed delivered (a)on the date delivered if by personal
delivery; (b)ori the date of transmission with confirmed atJswer back. if by facsimile
transmisSion; and (c) on the date upon. whiCh the retulnreceiptls signed odelivei). is refused or
the notice is designated by lhe postal authorities as not deliverable, as the case may be, if mailed.
Except in lhe case of formal notices that must be delivered. to 1099 as provided above, in
the event Vernon Buchanan is not available for communication; Kazran may deal directly With
'Dennis Slater who :will be Vernon Buchanan's sole :representative (but not agent) in dealings and
. . . . . ' ' .
10
communications with Kazran but Dennis Slater has no authority to bind either 1099 or Vernon
Buchanan on matters that would change or amend the obligations and the responsibilities of a
party that are set forth in or by this and m{ch action may only be taken
by Venion Buchanan.
6.5 Binding Effect. All of the terms and provisions of this Agreement shall be
binding upon, inure to the benefit of, and be enforceable by the parties and their respective legal
representatives, successors and permitted assigns, whether soexpressedor not
6.6 Headlngs .. The headings contained in this for convenience of
reference only and shall not linrit or affect.in any way the meaning or inteiJlretation of .
this Agreement. ..
. . ..
6. 7 . Severability. If any provision of this Agreement or any other agreement entered
. . .
. into pursuant to this Agreement is cdntrary to, prohibited by or deemed invalid under applicable .
. . ' . .
Jaw or. regulation, such provision shall be inappllcable mid deemed omitted to extent so
contrruy; prohibited or invalid, but the remainder of this Agreement shall n6t be invalidated
thereby and shall be given full force and effect so far as possible. If any provision of this
..sreemeat lle 11ed in two 01 mwe ways, one of whleh Wottld render tile
mvalid or otherwise voidable or unenforceable and another of which would render the provision
valid ilnd eriforceabie, snch provision shall have the mtianing which renders it valid and
enforceable.
6.8 Waivers. The failure or delay of any party atanytime to require perfOrmance by
another party of any provi&ion of this Agreement, even if known, shall not affect the right of .
. such Party to require performance of that provision or to exercise any right, power or remedy
under this Agreement. .Any waiver by any party . of any breach of any provision of this
11
Agreement should not be construed as a waiver of any continuing or succeeding breach of such
provision; a waiver of the provision itself, or a waiver of any right, power or remedy under this
Agreement. No notice to or demand on any party in any circumstance shall, of itself, entitle such
party to any other or.furtber notice or demand in similar or other circumstances.
6.9 Governing Law. This. Agreement and all ttansactions contemplated by this
Agreement shall be governed by, and cortStrued and enforced in accordance with, the laws of the
State of Florida. without regard to principles of conflicts oflaws.
6.10 and Tile parties acknowledge that a substantial portion of.
the negotiations, anticipated perfonnance and of this Agreement occurred or shan
occur in Sara8ota Co'unt:y, Florida. Any.civil action or legal arising o'ut of orrelating
to this Agreement shall be brought ill the courts of rei:ord of the State of Florida in Sarasota
County. Each PartY conSents to the jurisdiction of such court in any such .civil aCtion or legal
proceeding and. waiveS any to the laying of venue of any such .civil action or legal .
proceeding in such court.
6.11 Amendments. The proviSions of this Agreement may not be amended,
SllplJlc:mmtoo, waiwa er eh!mged erall)'; bttt rntly hy a w1ithJg by J:luchma:n anlll<:azran.
6..12 Jury Waiver, IN ANY CIVIL ACTION, COUNTERCLAIM; OR
PROCEEDJNG, WHETHER AT LAW OR IN EQUITY, WHICH ARISES OUT' OF,
CONCERNS; OR RELATES TO THIS AGREEMENT, ANY AND ALL TRANSACTIONS
CONTEMPLATED HEREUNDER, THE PERFORMANCE OF THIS AGREEMENT, OR THE
RELATIONSHIP CREATED H:eiEBY, waETIIER SOUNDING IN CONTRAcT; TORT,
STRICT LIABlLiTY, OR OTHERWISE, TRIAL SHALL BE TO A COURT OF COMPETENT.
JURISDICTION AND NOT TO A JURY.
12
EACH PARTY HEREBY IRREVOCABLY
Q
\?7)
WAIVES ANY RIGHT HE MAY HAVE TO A TRIAL BY JURY. ANY PARTY MAY FILE
AN ORIGINAL. COUNTERPART OR A COPY OF TillS AGREEMENT WI'TH ANY
COURT, AS WRITTEN EVIDENCE OF TIIE CONSENT OF THE PARTIES HERETO OF
THE WAIVER OF TIIEiR RIGHT TO TRIAL BY JURY. NEITHER PARTY HAS MADE
OR REUED UPON ANY ORAL REPRESENTATIONS TO OR BY ANY OTIIER PARTY
REGARDING TIIE ENFORCEABILITY OF THIS PROVISION. EACH PARTY HAS READ
AND uNDERSTANDS THE EFFECT OF THIS JURY WAIVER PROVISION.
6.13 Advice EACH PARTY ACKNOWLEDGES THAT HE HAS BEEN
ADVISED BY HIS OWN COUNSEL, OR HAS HAD THE OPPORTONTI'Y TO CONSULT
WITH COUNSEL, WITH RESPECT TO THIS AGREEMENT, AND SPECiFICALLY WITH
. . . .
RESPECT TO THE TERMS OF SECTION 6.12, WHICH CONCERNS THE WAIVER OF
EACH PARTY'S RIGHT TO TRIAL BY JURY.
6.14 No Construction Against Drafumen. The parties acknowledge that this is a
negotiated agreement, and that in no event shall the terms of this Agreement be construed against
either party on the basis that such party, or his or its coun5el, drafted this Agreement
. . . .
6 15. Entire This Agieen'lent (including the exhibits attached t6 tlllS
. Agreement) represents the entire understanding and agreement between llie parties W:iih respect
to the subject matter' of this Agreement, and supersedes. all other negotiations, understandings. .
and representations (if any) made by and between s'uch parties.
6c16. Federal Income Tax Matters. 1099 (and BuChanan) will be deemed to have
sold the Subject Interest only as of the Closing; assuming Kazran does not default in ius
obligations hereunder. A K-1 shall be to BuChanan or 1099 for the calendar year. 2006 but,
assuming no default by Kazran arid that the Subject Interest is acquired on December 29; 2006, H
13
shall reflect the results of operations for the Company only tltrough the period ending June 30,
2006, and will not include the results of operations for the period of July 1 through the Closing.
Assuming the Subject Interest is acquired, then except for payments on the Financial Obligations
until the Discharge Date wruch shall be treated as a distribution to a Member and the Special Tax
Distribution, any other payments made by Kazran or the Company to or on behalf of l 099 or
Buchanan on and after June 30, 2006 pursuant to this Agreement shall be treated as part of the
Purchase Price for the Subject Interest. Payments made prior to July I, 2006, shall be treated as.
made pursuant to the Operating Agreement. From July 1, 2006 hereof and continuing until
either the option to purchase the Subject Jnterest has terminated or tmtil Kazran fails to acquire
title to the Subject Interest by the Closing Date, all Net hofits and Net Losses allocable to the
Series Class A shall be allocated solely to Kazran.
6.17 Co:iifidentiality; Publicity; . Except as maybe required by Iaw,.or.as .otherwjse
permitted or. as especililly herein, ilo partY hereto or their respective Affiliates,
employees; agents, and representatives, shall disclose to any third party the existenee of this
. or any provision or the subject matter or terms hereof. Kazran shall keep
ilfia sllall aet any eOllfidentiai infurtnarion fumshed to fum
. ... '
bY . the Company, Buchanan . or Buchanan's. representatives, and shall .exercise reasonable
precautions to safeguard and protect the confidentiality and integrity of such information, except.
that Kazran and the Company may make such discloiui-es to rus accountants, lawyers and
lenders, who need to know the information to effectuate the intent of this Agreement. Disclosure
of such information will be permitted to any other third party whete (a) Buchanan consents to
such disclosure, (b r such information is or becomes generally to the public or within
.. the industry in which the Company operates through no action of Kazran 6r rus representatives,
14
I
I
I
i
(c) such information is received by Kazran from an independent tlllrd party whose disclosure of
. . .
such infonnation did not constitute a breach by that third party of any duty of corifidentiality
owed to the Company, its Members or to Buchanan, (d) such disclosure shall be required by
applicable law or. any judicial, governmental or administrative proceedings, or (e) such
disclosure. is necessary to the enforcement of any rights of a party. No press release or other
public lll'lnouncement related to tills Agreement or the transactions contemplated hereby or the
business of the Company shall be issued by any party hereto without the prior approval of
Buchanan and Kazran ~ c e p t that Buchanan may niake such public disclosure if he believes in
good faith ~ c h disclosure to be required by law .
. SJ(]JVA11JRJ!:S APPEAR ON Tim FOLLOWING" PAGE
15
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year :first above written.
1099 MANAGEMENT C0.
1
L.L.C.

Vernon G. Buchanan, Managing Member
VERNON G. BUCHANAN
S KAZRAN
GWINNETT, LLC
By:_
as its ---'-'--------c-
.;.
The underSign ereby unconditio . y thnely paym performance of
obligatio Sam Klizran contain herein and waive all defi s to enforcement.
16
._ .. -. -: .
.. .
.
.
. .
' .
EXhibit A
I
,.
! DATE-
OF LOAN ORIGINAL LOAN OUTSTANDING LEN ER BORROWER GUARANTOR CLOSING CONDmoN
Dai nler
Vern Buchanan I
I
1/13/2001> . $825,000
FinanCial s rvice LLC Gwinnett, LLC 1099 Management Co., LLC
I
cal nler phrysler.
Vem Buchanan 1
_I
111312006 Revolving . Financial s rvice Americas, LLC Gwinnett, LLC . . 1099 Management Co .. LLC
Jan..oe
3-yeat lease with 1 option to
. . . . . .
renewfor3 years Aut !mot a Group - Lessor Gwlrmett, LLC -Lessee Vern Buchanan .
. '
..
..
..
,
,
.
"
' ..
:
'
..
. '
' .
. '
..
,
... ..... ,.- .. ---'----.-- .... , "' ... .,- ... - __ ._ """" ., .., .. _,_._.,,,,, .., "' ., ....... ., .. "'"'"'-"--.-'"-- ..-"''".,:." ............ ,. ... _._,_,_ ........ , ________ ,._..,._._ ....... .................. .._ --
P.
* *
l Communication Result Report ( Mar. 5. 2009
4:08PM);
* *
1) Steven D Hutton, P. L
2)
Date/Time: Mar. 5. 2009 4:00PM
F i 1 e Page
No. Mode Destination Pg (s) Result Not Sent

7647 Memory TX. 14078393635 P. 56 OK
for error
E. 2) Busy E. 1l ug or I ine fa.-i I
E. 3 No E. 4) No fa. c:: s i rn i I e co t1 n e c t ion
E. 5 Exc1eded ma.x. si.:e
DATE:
""
COMPANY;
PAXMJJ,tBHR.:
CITY/STATE;
STEVEN D. HUTTON, PL.
AT.I'DRNEY ATIA.W
FM'f!IMQ B TR MfflM!ITAI SHQRT

Milk L. Omstei4. Esquire
---
Baruot.. Flor141
attven D. Hlltion
XIIIZDII. 't'. Buabl.!m
l,
,.
or.,_.;911))6t.ft9)
h:lbli:tlft!Jlltl.<tm
...... IM(' ..... _
II)'IJII do not nccm sll P'P. oriflbcro ill a prohlam wiCh ay PIP ID lh tmllllllitlll,
Cill Nanm Ill (li4J) 364-9292.. nalk )'(Mol
Noreen NAM. McHugh
From: clkefile@scgov.net
Sent:
To:
Thursday, March 05, 2009 4:06 PM
Noreen NAM. McHugh
Subject: ELECTRONIC FILING ACCEPTANCE
KAREN E. RUSHING
CLERK OF THE CIRCUIT COURT
P.O. BOX 3079
SARASOTA, FL 34230
Your e-filing request has been accepted. Please note that effective IS March 2009, the Filer List option in efile
will be modifed to retain transaction information for the most recent 6 month period only. Attorneys can access
case history and view images of non confidential documents through the ClerkNet application. (To register for
ClerkNet, go to www.SarasotaClerk.com).
E-Filing Number: 27079548
Case Number: 2008 CA 015448 NC
Thank you for your electronic filing. If you have any questions please contact a clerk representative at (941)
861-7400 between 8:30a.m. and 5:00p.m. Monday- Friday for assistance.
"E-mail communication, pursuant to Florida Law may be subject to public records request"
1

Regarding Vern Buchanan: Plaintiffs' Motion For Leave To File Second Amended Complaint - 3/23/2012

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Regarding Vern Buchanan: Plaintiffs' Motion For Leave To File Second Amended Complaint - 3/23/2012

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SAM KARZAN a/k/ a SAM KHAZRWAN

and GWINNETT, LLC, a Florida

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