IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS

COUNTY DEPARTMENT, CHANCERY DIVISION

STEPHEN G. POULOS, through CRAIG POULOS and
TODD POULOS, his agents under his Power of Attorney,
Plaintiff,

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2015CH06686
CALENDAR/ROOM 06

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TIME 00::00
Pet Dis CorPoration

)) Case No. - - - - - - - - - - -

V.

ANDREW DEAN POULOS and JON D. POULOS,

Defendants,
and
HOMER'S ICE CREAM, INC., an Illinois corporation,
and POULOS ASSOCIATES, an Illinois general
partnership
Nominal Defendants.

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COMPLAINT
Plaintiff Stephen G. Poulos ("Stephen"), through Craig Poulos and Todd Poulos, his
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agents under his Power of Attorney, individually and derivatively on behalf of Homi:s Ice

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Cream, Inc. ("Homer's) and Poulos Associates (the "Partnership"), for his

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Coni~l~nt ~ai~

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Defendants Andrew Dean Poulos ("Dean") and Jon D. Poulos ("Jon"), states ~fol~w~: ~

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NATURE OF THE ACTION

1.

This is an action for breach of fiduciary duty, aiding and abetting, dissolution and

appointment of a liquidating trustee, and rescission relating to two family-owned businesses.

These claims arise out of Dean's continued mismanagement of Homer's and the Partnership
since he took over when Stephen could no longer run the businesses due to his advancing
Alzheimer's disease.

Under Dean's management, the businesses have deteriorated and lost

money, have not regularly paid debts when due, and owe considerable money to creditors.

,,.

Furthermore, beyond this gross mismanagement, Dean and Jon have diverted funds from the
family-owned ice cream business for their own personal benefit.
PARTIES

2.

Plaintiff Stephen G. Poulos ("Stephen") is an Illinois citizen who resides in

Wilmette, Illinois. Stephen is a one-third shareholder in Homer's and a one-third partner in the
Partnership. Prior to approximately 201 0, when Stephen increasingly began to suffer from the
debilitating effects of Alzheimer's disease, Stephen served as Homer's president and the
Partnership's managing partner.

Stephen's sons, Craig Poulos ("Craig") and Todd Poulos

("Todd"), have brought this action on Stephen's behalf pursuant to Stephen's December 13,
2009 Power of Attorney for Property and a December 18, 2009 delegation of powers.
3.

Defendant Andrew Dean Poulos ("Dean") is an Illinois citizen who resides in

Glenview, Illinois. Dean is a one-third shareholder in Homer's and a one-third partner in the
Partnership. Since approximately the end of2010, Dean has acted as Homer's president and the
Partnership's managing partner.
4.

Defendant Jon D. Poulos ("Jon") is a Florida citizen who resides primarily in

Palm Beach Gardens, Florida. Jon is a one-third shareholder in Homer's and a one-third partner
in the Partnership. Although Jon, like his brothers, was once involved in managing Homer's, Jon
moved from Illinois to Florida more than twenty years ago to be a real estate broker. On
information and belief, Jon is and has been experiencing extreme financial difficulties.
5.

Nominal Defendant Homer's Ice Cream, Inc. ("Homer's") is an Illinois

corporation with a principal place of business in Wilmette, Illinois. Since approximately 1935,
the Poulos family has been operating Homer's to make and sell homemade gourmet ice cream.
Today, Homer's operates not only the original ice cream parlor, but also a restaurant, an ice

cream manufacturer, and a wholesale distribution center. Stephen, Dean, and Jon are the only
shareholders, each owning one-third of Homer's shares.
6.

Nominal Defendant Poulos Associates (the "Partnership") is an Illinois general

partnership with its principal place of business in Wilmette, Illinois. Stephen, Dean, and Jon are
the sole partners of the Partnership, each owning one-third of the Partnership. The Partnership
owns interests in property located in Illinois and in California.
7.

The Partnership and Homer's are sometimes collectively referred to herein as the

"Business."
VENUE
8.

Venue is proper in Cook County, as virtually all of the transactions at issue took

place in Cook County and all defendants except Jon reside in Cook County. 735 ILCS 5/2-101.
FACTUAL ALLEGATIONS COMMON TO ALL COUNTS

The Partnership's Substantial Real Estate Interests

9.

Homer's conducts its business at 1237 Green Bay Road, Wilmette, Illinois (the

"Wilmette Property").

Title to the Wilmette Property is held in an Illinois land trust dated

September 9, 1942 and known as North Star Trust Company Trust Number C300406 (the "Land
Trust"). On information and belief, the Partnership owns 100% of the beneficial interest of the
Land Trust. As of2011, the Wilmette Property was appraised at approximately $1,695,000.
10.

In 2001, a mortgage was recorded against the Wilmette Property as security for a

$747,800.99 promissory note to Harris Bank. The mortgage was later modified in 2002 and
2006 to reflect modifications to the underlying promissory note with Harris Bank.
February 28, 2006, the face value of the promissory note was $648,033.25.

As of

A $200,000

mortgage with Northbrook Bank & Trust was also recorded against the property in 2009. On
information and belief, the total mortgage on the Wilmette Property is approximately $400,000.

11.

On information and belief, the Partnership loaned the proceeds of the above-

referenced promissory notes to Homer's to fund business-related expenses.

On further

information and belief, Homer's owes approximately $850,000 to the Partnership on that loan.
12.

There is no written lease between Homer's and the Partnership governing

Homer's use of the Wilmette Property. Rather than pay a commercially-reasonable rent, on
information and belief, Homer's pays the Partnership approximately $10,724 each month,
covering the monthly mortgage payment of$5,723.56, plus an additional rent of$5,000, which is
well below the fair market value rent for the Wilmette Property. As a result, Dean and Jon are
not maximizing the profits that the Partnership should be realizing for the benefit of its partners,
including Stephen.
13.

On further information and belief, Poulos Associates also owns an interest in a

"luxury vacation home" located in the Residence Club at PGA WEST in La Quinta, California
(the "California Condo"). On information and belief, although Dean uses the California Condo
exclusively for his personal benefit, the Partnership became the legal owner in order to obtain
financing that Dean was unable to get on his own. On information and belief, the Partnership
pays the mortgage, fees, and property taxes associated with the California Condo.
Stephen Is Forced to Step Down as Homer's President
when he Begins Experiencing Significant Cognitive Impairment

14.

In 1935, Gus Poulos-the father of Stephen, Dean, and Jon Poulos-founded

"Homer's Homemade Gourmet Ice Cream" in Wilmette, Illinois. Although Homer's began as a
small, two-table ice cream parlor, it grew to become an institution in Chicago's North Shore
neighborhood.

Homer's has received numerous accolades from regional and national

publications, including "Best in Chicago" by Chicago Magazine and "Top Ten in the Country"

by Bon Appetit. Today, in addition to operating the ice cream parlor, Homer's runs a restaurant
and manufactures and distributes wholesale quantities of its famous ice cream.
15.

At different times, each of the Poulos brothers (Stephen, Dean, and Jon) has

worked for Homer's. Until approximately 2010, Stephen served as Homer's president.
16.

In or about September 2010, Stephen was diagnosed with progressive cognitive

deterioration, which rendered him unable to understand the consequences of personal or financial
decisions.

Although Stephen retained good social skills, anyone speaking with him would

recognize that he was experiencing significant short-term memory loss and had great difficulty
finding the words to express his thoughts.
17.

In light of their father's deteriorating medical condition, Craig and Todd met with

Dean and Jon to discuss their desire to take their father's place in managing the Business. In
light of their nineteen years of experience as the founders and operators of successful medical
device companies with over 100 employees, as well as their past experience working for
Homer's, Craig and Todd believed that they could greatly increase the Business's future earning
potential. However, instead of allowing Craig and Todd to come into the Business in Stephen's
place, Dean announced that he would manage the Business exclusively with his sons.
18.

Sometime thereafter in 2010, Dean assumed the role of Homer's President.

Despite the Poulos brothers' equal ownership of the Business, Dean did not call a formal meeting
of the owners to determine who would follow in Stephen's footsteps. Rather, on information and
belief, Dean and Jon decided that Dean single-handedly would make all management decisions
for Homer's and the Partnership (without approval or input from Stephen or his agents).

Unbeknownst to Stephen's Family, Dean Induces Stephen to Contribute $50,000 to Homer's

19.

In light of Stephen's diagnosis, on or about September 30, 2010, Craig and Todd

provided Dean and Jon (as well as Homer's attorney at the time) with a copy of Stephen's Power

of Attorney and requested that Dean and Jon include Craig and Todd in all future business and
financial matters related to Stephen. Craig and Todd thereafter reiterated that request both in
writing and orally to Dean and Jon.
20.

Nevertheless, on or about December 31, 2010, Dean visited Stephen at his home.

On information and belief, Dean told Stephen during that visit that Stephen was required to make
a $50,000 cash contribution to Homer's.
21.

Stephen gave Dean a $50,000 check that was made out to Homer's and that was

drawn from the personal bank account Stephen shared with his wife. Exhibit A is a true and
correct copy of that personal check.
22.

At the time Dean demanded that Stephen make a $50,000 contribution to

Homer's, Dean knew or should have known that Stephen's cognitive impairment had progressed
to a point where Stephen was not aware of the impact or consequences of his actions.

Dean Freezes Stephen and his Agents out of the Business

23.

In or about June 2011, concerned with how their family would provide for

Stephen as his health continued to deteriorate and with how Dean was managing the Business,
Craig and Todd informed Dean that they wanted to review the Business's books and records so
they could gain a better understanding of Stephen's interests in the Business. Craig and Todd
volunteered to bear the full cost of that examination.
24.

Having received no response from Dean and knowing that the Business did not

compile its own electronic records, on or about June 18, 2011, Craig and Todd, acting on
Stephen's behalf pursuant to his Power of Attorney, sent a formal request to the Business's
certified public account, Michael J. Singer, to inspect the Business's books and records.
25.

However, when Stephen's attorneys went to inspect the Business's books and

records on July 19, 2011, they were informed that Singer would not be in the office that day.
6

Afterwards, Singer notified Stephen's attorneys that, based on the advice of his counsel, he
would not make the Business's books and records available for inspection.
26.

Due to their growing concern over the management of the Business and the lack

of information Stephen was being provided, Craig and Todd, acting as Stephen's agents, initiated
a lawsuit against Dean in May 2013.
27.

It was not until after Craig and Todd filed that lawsuit that Dean finally provided

Craig and Todd (as Stephen's agents) with access to the Business's books and records in January
2014. Even then, Dean forced Stephen (through Craig and Todd) to incur the full costs of that
inspection.
28.

During the books and records inspection, Dean (through Singer) provided Stephen

and his agents with various accounting summaries, including financial statements, general
ledgers, payroll journals, bank reconciliations, and cash distribution summaries. However, Dean
did not provide any of Homer's cash receipts, so Stephen and his agents were unable to reconcile
the cash receipts against the cash revenues in the accounting records.

With Stephen No Longer Involved in the Business's Day-to-Day Operations, Dean and Jon
Use the Business as their Personal Piggybanks while Dean Grossly Mismanages the Business
29.

Since at least 2011, if not earlier, Dean and Jon have treated Homer's bank

accounts as their own personal accounts, taking frequent and substantial "stockholder advances"
that, on information and belief, they neither intend nor have the ability to repay. In particular,
between 2011 and February 2015, Dean and Jon have caused Homer's to make more than
$220,000 shareholder advances that remain unpaid.
30.

On information and belief, the following are just some of the personal expenses

that Dean and Jon have charged to Homer's as "stockholder advances":

a.

Cell phone service with AT&T. In at least December 2013, Dean and Jon

caused Homer's to pay $74.30 to AT&T as a stockholder advance.

b.
club.

Membership dues and other costs for Glen Club-a Chicago-area golf

For example, Dean and Jon caused Homer's to pay $3,500 to Glen Club in

December 2013 and, most recently, $4,200 to Glen Club in January 2015.
c.

Frequent transfers to Jon made by wire transfer or Check, including at

least the following: (i) $10,000 on or about December 9, 2013; (ii) $7,000 on or about
August 7, 2014; (iii) $5,000 on or about September 3, 3014; (iv) $5,000 on or about
September 16, 2014; (v) $5,000 on or about October 3, 2014; (vi) $5,000 on or about
October 14, 2014; (vii) $5,000 on or about November 1, 2014; (viii) $5,000 on or about
November 19, 2014; and (ix) $7,000 on or about December 12,2014.
31.

At the same time, under Dean's management, Homer's realized a profit of only

$105,000 in 2013 and, not surprisingly, less than $30,000 in 2014. 2015 appears even grimmer,
as Homer's recorded losses in both January and February 2015.
32.

Despite Homer's dire financial outlook, Dean has continuously caused Homer's

to pay him a substantial salary as an "officer," even giving himself a raise from $156,000 in 2013
to more than $185,000 in 2014. On information and belief, Dean is continuing to draw a similar
salary from Homer's in 2015.
33.

Additionally, as an ice cream parlor and restaurant, Homer's receives substantial

amounts of cash in its normal business operations. On information and belief, Dean has engaged
in a practice of skimming cash received from Homer's sale proceeds without accounting the
proceeds on Homer's books and records. On further information and belief, Dean has used the

proceeds of this skimming to make periodic cash distributions to himself and to Jon and does not
record these cash distributions on the Business's books and records.
34.

As described above, Dean and Jon have been benefitting financially from

Homer's for at least the past several years. At the same time, however, Dean and Jon have
caused Homer's and the Partnership to withhold any distributions or other financial benefits from
Stephen.
35.

Furthermore, Dean has breached his fiduciary duties, Jon has aided and abetted

those breaches, and Dean and Jon have collectively engaged in shareholder oppression in at least
the following additional ways:
a.

Dean does not devote his full time to managing the Business.

Even

though Dean is the sole person in charge of directing the Business's future and ensuring
that Homer's continues to be profitable, Dean does not devote his time to the Business.
Instead, on information and belief, Dean takes long vacations to California and, even
when he is in Illinois, rarely comes to the office before 10:00 a.m.
b.

Dean and Jon allow Dean to retain control over the Business despite the

fact that he has admitted he has no growth plan for the Business and the current business
model is a dead end. Dean has made no efforts to improve or maximize the Business
since taking over in 2010. Additionally, although friends and customers have brought to
Dean and Jon's attention that Homer's restaurant appears dirty and is in need of
substantial repairs and updating, Dean has shown no interest in taking these necessary
steps to improve these conditions.
c.

Dean fails to keep accurate books and records. On information and belief,

Dean does not utilize an electronic point of sale system that records Homer's cash

transactions. Instead, Dean relies on paper receipts that are printed by the cash registers.
On information and belief, Dean does not provide the business's accountant with copies
of the cash receipts and no one is auditing the business's cash receipts. By failing to
account for and audit Homer's cash proceeds, Dean is further contributing to cash
skimming that occurs at Homer's.
d.

Dean withheld payments to Stephen even though they were reported on

Homer's books.
e.

Dean caused Homer's to lose a $1 million business opportunity and

allowed another company to have access to and steal Homer's secret recipes.

On

information and belief, in or about 2013, Homer's secured a valuable wholesale account
with PF Chang's, Maggiano's, and a variety of other restaurants. Because Homer's did
not have the infrastructure to make the necessary quantities of ice cream on site, Dean
outsourced the production to another company. However, because Dean did not require
that company to enter into a written agreement with Homer's that would protect Homer's
proprietary recipes, the third party eventually cut Homer's out of the deal and started
selling Homer's ice cream directly to PF Chang's and other restaurants.
f.

Dean has failed to make management changes necessary for the Business

to be profitable.
g.

Dean has not accounted for and reported all income that was received and

all expenses that were paid.

h.

Dean has not paid all of the Business's debts, including the property taxes

levied on the Wilmette Property, as they come due.

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1.

Dean is not causing Homer's to pay a fair market or commercially

reasonable rent to the Partnership for Homer's use of the Wilmette Property.

J.

Dean is causing the Business to pay the mortgage, fees, and costs

associated with the California Condo for which Dean solely benefits.
DEMAND FUTILITY

36.

Stephen re-alleges the allegations contained in Paragraphs 1 through 35 as if

restated fully herein.

37.

Stephen brings portions of this action as a derivative action under Section 7.80 of

the Illinois Business Corporation Act of 1983 (the "Corporation Act") and under Section 405 of
the Illinois Uniform Partnership Act of 1997 (the "Partnership Act").
38.

Stephen did not make a pre-suit demand on Dean for the relief sought in this

Complaint (and such demand is excused) because Dean's actions, as described in Count I below,
raise a reasonable doubt as to whether (i) Dean is disinterested and independent and (ii) Dean's
actions were the product of the valid exercise of business judgment.
COUNT I
(Action by Stephen, Individually and Derivatively on Behalf of
Homer's and the Partnership, against Dean for Breach of Fiduciary Duty)

39.

Stephen re-alleges the allegations contained in Paragraphs 1 through 38 as if

restated fully herein.

40.

At all relevant times, as an officer and director of Homer's and the managing

partner of the Partnership, Dean has owed fiduciary duties to Homer's and to the Partnership,
including the duty to act with utmost loyalty and good faith in managing the Business.
41.

Dean breached these fiduciary duties, as described above, by misappropriating

business assets to enhance his and Jon's personal interests at the expense of the interests of the

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Business and its other owner, Stephen. Additionally, as described above, Dean has breached his
fiduciary duties to Homer's and to the Partnership by engaging in gross mismanagement.
42.

On information and belief, as a direct and proximate result of Dean's breaches of

fiduciary duty, Homer's and the Partnership have suffered substantial damages in an amount to
be proven at trial.
43.

Any remedy at law for breach of fiduciary duty is insufficient because Dean has

engaged in cash skimming and diverting Business funds and has failed to account for and report
all monies received and paid by the Business. Without an accounting of the Business, the Court
will be unable to determine the extent of the damages that Dean has caused to the Business
through his breaches of fiduciary duty.

WHEREFORE, Plaintiff Stephen G. Poulos, through Craig Poulos and Todd Poulos, his
agents under his Power of Attorney, individually and derivatively on behalf of Homer's Ice
Cream, Inc. and Poulos Associates, requests that the Court enter judgment in his favor and
against Defendant Andrew Dean Poulos, as follows:
a.

Awarding compensatory damages in an amount to be determined at trial,

plus applicable interest and costs;

b.

Awarding punitive damages in an amount to be determined at trial;

c.

Ordering Defendant Andrew Dean Poulos to account for all dealings and

transactions involving Homer's Ice Cream, Inc. and Poulos Associates, including an
accounting of all cash transactions; and
d.

Granting any other relief the Court deems just and proper.

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COUNT II
(Action by Stephen, Individually and Derivatively on Behalf of Homer's and
the Partnership, against Jon for Aiding and Abetting Breach of Fiduciary Duty)
44.

Stephen re-alleges the allegations contained in Paragraphs 1 through 38 as if

restated fully herein.

45.

At all relevant times, Dean owed fiduciary duties to Homer's and to the

Partnership, including the duty of utmost good faith and undivided loyalty.
46.

Jon knew that Dean owed these fiduciary duties to Homer's and to the

Partnership.
4 7.

Dean breached his fiduciary duties to Homer's and to the Partnership by engaging

in the conduct described above in Count I, which is incorporated herein by reference.

48.

Jon possessed full knowledge of Dean's breaches of fiduciary duty to Homer's

and to the Partnership and knowingly participated in those breaches by, among other things,
taking money from the Business outside of the formal distribution channels, which Jon knew or
should have known was unlawfully diverted from the Business.
49.

As a direct and proximate result of Dean's breaches of fiduciary duty, as set forth

above, and ofthe concerted actions of Dean and Jon, Homer's and the Partnership have suffered
substantial damages in an amount to be proven at trial.

WHEREFORE, Plaintiff Stephen G. Poulos, through Craig Poulos and Todd Poulos, his
agents under his Power of Attorney, individually and derivatively on behalf of Homer's Ice
Cream, Inc. and Poulos Associates, requests that the Court enter a judgment in his favor and
against Defendant Jon D. Poulos in an amount to be determined at trial, plus applicable interest
and costs, and for any other relief the Court deems just and proper.

13

COUNT III
(Action by Stephen, Individually and Derivatively on Behalf of Homer's,
for Dissolution of Homer's and Appointment of a Liquidating Trustee)

50.

Stephen re-alleges the allegations contained in Paragraphs 1 through 38 as if

restated fully herein.

51.

Section 12.56 of the Corporations Act states that if a shareholder, such as

Stephen, of a corporation with no publically traded stock, such as Homer's, establishes that those
in control "have acted, are acting or will act in a manner that is illegal, oppressive or fraudulent
with respect to the petitioning shareholder" or "corporat[e] assets are being misapplied or
wasted," a Court may order that the corporation be dissolved if it determines that no alternative
remedy is sufficient to resolve the matters in dispute.
52.

As described in Counts I and II, which are incorporated herein by reference, two

of the three shareholders of Homer's are engaging in breaches of fiduciary duty (and, with
respect to Jon, aiding and abetting those breaches) and in shareholder oppression by placing their
own self-interests above those of Homer's and the third shareholder, Stephen, by diverting cash
profits from Homer's for their own financial gain. Additionally, Dean has engaged in gross
mismanagement of Homer's, which has greatly decreased Homer's profitability and earning
potential.
53.

Judicial dissolution is appropriate under the circumstances because, in light of this

misconduct, no alternative remedy would be sufficient to resolve the matters in dispute.

54.

Additionally, good cause exists to appoint a liquidating trustee to wind up

Homer's business because Dean and Jon have demonstrated that they will not execute their
duties faithfully and in the best interests of Homer's by, without limitation, breaching and aiding
and abetting the breaches of the fiduciary duties ofloyalty and due care to Homer's.

14

55.

As a result, the Court should now appoint a liquidating trustee to wind up

Homer's business pursuant to Section 12.60(e) ofthe Corporation Act.

WHEREFORE, Plaintiff Stephen G. Poulos, through Craig Poulos and Todd Poulos, his
agents under his Power of Attorney, individually and derivatively on behalf of Homer's Ice
Cream, Inc., requests that the Court enter judgment as follows:
a.

Adjudging Homer's Ice Cream, Inc. dissolved;

b.

Appointing an independent liquidating trustee to wind up the affairs of

Homer's Ice Cream, Inc.; and

c.

Granting any other relief the Court deems just and proper.

COUNT IV
(Action by Stephen, Individually and Derivatively on Behalf of the Partnership,
for Dissolution of the Partnership and Appointment of a Liquidating Trustee)

56.

Stephen re-alleges the allegations contained in Paragraphs 1 through 3 8 as if

restated fully herein.

57.

Section 801(5)(ii) of the Partnership Act states that a partnership is dissolved and

its business must be wound up if, on application by a partner, a judicial determination is made
that "another partner has engaged in conduct relating to the partnership business which makes it
riot reasonably practicable to carry on the business in partnership with that partner."
58.

As described in Counts I and II, which are incorporated herein by reference, two

of the three shareholders of Homer's are engaging in breaches of fiduciary duty (and, with
respect to Jon, aiding and abetting those breaches) and in shareholder oppression by placing their
own self-interests above those of Homer's and the third shareholder, Stephen, by diverting cash
profits from Homer's for their own financial gain. Additionally, Dean has engaged in gross
mismanagement ofthe Business, which has greatly decreased the Partnership's profitability and
earning potential.
15

59.

Judicial dissolution is appropriate under the circumstances because, in light of that

misconduct, it is not reasonably practicable for the Partnership to carry on its business with Dean
or Jon acting as partners.
60.

Additionally, good cause exists to appoint a liquidating trustee to wind up the

Partnership because Dean and Jon have demonstrated that they will not execute their duties
faithfully and in the best interests of the Partnership by, without limitation, breaching and aiding
and abetting breaches of the fiduciary duties of loyalty and due care to the Partnership.
61.

As a result, the Court should now appoint a liquidating trustee to wind up the

Partnership because there is good cause pursuant to Section 803(a) of the Partnership Act.
WHEREFORE, Plaintiff Stephen G. Poulos, through Craig Poulos and Todd Poulos, his

agents under his Power of Attorney, individually and derivatively on behalf of Homer's Ice
Cream, Inc., requests that the Court enter judgment as follows:
a.

Adjudging Poulos Associates dissolved;

b.

Appointing an independent liquidating trustee to wind up the affairs of

Poulos Associates; and

c.

Granting any other relief the Court deems just and proper.
COUNTV
(Action Brought by Stephen against Homer's for Rescission)

62.

Stephen re-alleges the allegations contained in Paragraphs 1 through 35 as if

restated fully herein.

63.

On or about December 31, 2010, Dean, acting as President of Homer's, induced

Stephen to provide Homer's with $50,000 via a personal check. Exhibit A is a true and correct
copy of that personal check.

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64.

On information and belief, Dean represented that the $50,000 would be recorded

on Homer's financial statements as a loan by Stephen to Homer's. On further information and

belief, Dean and Stephen did not discuss the terms on which Homer's would repay the $50,000
to Stephen.
65.

At the time Dean induced Stephen to provide Homer's with $50,000, Dean held a

position of confidence and trust with Stephen. Dean also knew at that time that Stephen was
suffering from the debilitating effects of Alzheimer's disease and was no longer capable of
handling his own financial affairs. Stated differently, Dean knew that Stephen lacked capacity to
enter into any loan arrangement with Homer's.
66.

Dean abused his position of confidence and trust when he induced Stephen to

provide Homer's with $50,000 in December 2010.

67.

Homer's has not repaid any amount ofthe $50,000 to Stephen.

68.

Because the $50,000 was procured by undue influence and, additionally, because

Stephen lacked capacity to enter into a binding contract, rescission of all agreements relating to
the $50,000 are warranted and just.
WHEREFORE, Plaintiff Stephen G. Poulos, through Craig Poulos and Todd Poulos, his

agents under his Power of Attorney, requests that the Court enter judgment in his favor and
against Defendant Homer's Ice Cream, Inc., for rescission of any and all agreements relating to
the $50,000 Plaintiff provided to Defendant Homer's Ice Cream, Inc. and for any such further
relief the Court deems just.

17

Dated: April 22, 2015

STEPHEN POULOS, through CRAIG

POULOS and TODD POULOS, his agents
under his Power of Attorney

Peter M. Spingola
Shannon T. Knight
CHAPMAN SPINGOLA,

LLP

77 West Wacker Drive, Suite 4800

Chicago, Illinois 60601
(312) 630-9202
(312) 630-9233
Finn ID No. 29411

18

EXHIBIT A

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