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Filed and Attested by the

Office of Judicial Records


27 JAN 2016 01:04 pm
M. BRYANT

Law Offices
Bernhardt, Rothermel & Siegel, P.C.
By: Frank A. Rothermel, Esquire
Attorney Identification No.: 54038
1515 Market Street, Suite 1540
Philadelphia, Pennsylvania 19102
(215) 568-0100
LEONARD N. HUBBARD, Individually, and on behalf
of GRAND NEGAZ, INC., a Pennsylvania Corporation
5555 Germantown Avenue, 3rd Floor
Philadelphia, PA 19119
Plaintiffs

Attorney for Plaintiff

SHAWN GEE

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and
AHMIR THOMPSON

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and
TARIK TROTTER

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and
SPORTS AND ENTERTAINMENT FINANCIAL
GROUP, a Pennsylvania Corporation

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and
GRAND NEGAZ, INC., a Pennsylvania Corporation

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and
OKAY TOURS, LLC, a Pennsylvania Limited
Liability Company

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and
GRAND WIZARDS, LLC, a Pennsylvania Limited
Liability Company

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and
THE ROOTS ON TOUR, INC., a Pennsylvania
Corporation

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V.

COURT OF COMMON PLEAS


PHILADELPHIA COUNTY

JANUARY TERM, 2016


NO.

Case ID: 160103135

and
KENDALL A. MINTER

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:

Defendants

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NOTICE TO DEFEND
NOTICE
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defend against the claims set forth in the following
pages, you must take action within twenty (20) days
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Philadelphia Bar Association


Lawyer Referral & Information Service
1101 Market Street, 11th Floor
Philadelphia, PA 19107
(215) 238-6300

Asociacion De Licenciados De Filadelfia


Servicio De Referencia E Informacion Legal
1101 Market Street, 11th Floor
Filadelfia, PA 19107
(215) 238-6300

Case ID: 160103135

Law Offices
Bernhardt, Rothermel & Siegel, P.C.
By: Frank A. Rothermel, Esquire
Attorney Identification No.: 54038
1515 Market Street, Suite 1540
Philadelphia, Pennsylvania 19102
(215) 568-0100

Attorney for Plaintiff

LEONARD N. HUBBARD, Individually, and on behalf :


of GRAND NEGAZ, INC., a Pennsylvania Corporation :

SHAWN GEE

:
:
:
:
:
:

and
AHMIR THOMPSON

:
:
:

and
TARIK TROTTER

:
:
:

and
SPORTS AND ENTERTAINMENT FINANCIAL
GROUP, a Pennsylvania Corporation

:
:
:
:

and
GRAND NEGAZ, INC., a Pennsylvania Corporation

:
:
:

and
OKAY TOURS, LLC, a Pennsylvania Limited
Liability Company

:
:
:
:

and
GRAND WIZARDS, LLC, a Pennsylvania Limited
Liability Company

:
:
:
:

and
THE ROOTS ON TOUR, INC., a Pennsylvania
Corporation

:
:
:
:

Plaintiffs
V.

COURT OF COMMON PLEAS

JANUARY TERM, 2016


NO.

JURY TRIAL DEMANDED

Case ID: 160103135

and
KENDALL A. MINTER

:
:

Defendants

:
:
:

COMPLAINT
I.

THE PARTIES
1.

Plaintiff Leonard N. Hubbard, is an adult individual residing at


and brings this action

Individually and on behalf of Grand Negaz, Inc. (GNI), a Pennsylvania corporation of


which he was, is, and continues to be a 13% owner.
2.

Defendant Shawn Gee (Gee) is an adult individual residing at

3.

Defendant Ahmir Thompson is an adult individual residing at


.

4.

Defendant Tarik Trotter is an adult individual residing at


.

5.

Defendant Shawn Gee and defendant Tarik Trotter are cousins.

6.

Defendant Sports and Entertainment Financial Group, Inc. is a

Pennsylvania Corporation, successor by merger to Sports and Entertainment


Financial Group, LLC, a New Jersey Limited Liability Company, doing business at
.
7.

Defendant Gee is a shareholder, officer and director of defendant Sports

and Entertainment Financial Group, Inc.

Case ID: 160103135

8.

Defendant Grand Negaz, Inc. (GNI) is a Pennsylvania Corporation which

currently maintains a place of business at

9.

Defendant Okay Tours, LLC is a Pennsylvania Limited Liability

Company which currently maintains a place of business at


.
10.

Defendant Grand Wizards, LLC is a Pennsylvania Limited Liability

Company which currently maintains a place of business at


.
11.

Defendant The Roots on Tour, Inc. is a Pennsylvania Corporation which

currently maintains a place of business at


.
12.

Defendant Kendall A. Minter (Minter) is an attorney duly licensed to

practice law in the State of Georgia, New York and the District of Columbia with
offices located at

. Plaintiff

is asserting a professional liability claim against this defendant.


II.

JURISDICTION AND VENUE


13.

The entities GNI, Grand Wizards, LLC, Okay Tours, LLC, The Roots on

Tour, Inc., and The Roots Picnic, LLC, are all Pennsylvania entities which regularly
conduct business in Philadelphia County.
14.

GNI, Grand Wizards, LLC, and Okay Tours, LLC were all formed in

Philadelphia County and had their registered and regular place of business at
, Philadelphia until 2010.
3

Case ID: 160103135

15.

Shawn Gee, Ahmir Thompson and Tarik Trotter regularly conduct

business in Philadelphia County. In addition to other business activities in


Philadelphia, The Roots (including defendants Thompson and Trotter) perform
annually in The Roots Picnic at the Festival Pier in Philadelphia and at the Welcome
America Festival in Philadelphia. Defendant Thompson regularly performs as a disc
jockey in Philadelphia.
16.

Defendants Ahmir Thompson and Tarik Trotter own real estate in

Philadelphia.
17.

Plaintiff Hubbard is a lifelong resident of Philadelphia.

18.

Philadelphia is where these causes of action arose, and where

transactions or occurrences took place out of which these causes of action arose.
19.

Defendant Kendall A. Minter regularly conducts business in

Pennsylvania and in Philadelphia County. Defendant Minter had and has clients in
Pennsylvania, including Plaintiff Hubbard in Philadelphia. Defendant Minter holds
himself out as capable of handling matters on a worldwide basis. Defendant Minter
has been the Chairman of the Rhythm and Blues Foundation which is headquartered
here in Philadelphia, PA and is believed to have been a member of its Board since at
least 2000.
III.

FACTS
20.

In about 1987 defendants Thompson and Trotter formed a band known

as "The Square Roots.


21.

In 1992 plaintiff Hubbard joined The Square Roots as a musician,

performer and composer.


4

Case ID: 160103135

22.

In 1993 plaintiff Hubbard and defendants Thompson and Trotter as well

as Malik Smart formed GNI and were performing and known as "The Roots."
23.

The Roots are an American hip hop/neo soul band.

24.

Plaintiff Hubbard for many years contributed to The Roots his unique

and considerable skills as a musician, performer and composer. Plaintiff Hubbard,


among other things, provided to The Roots years of service including many months
per year touring extensively on the road (nationally and internationally) to develop
and expand the brand of The Roots; helping develop live sets; as well as his talents
as a composer writing songs and contributing to songs of The Roots. All of plaintiff
Hubbard's contributions have been and are to the great benefit of The Roots.
25.

In 2007 plaintiff Hubbard became ill and was diagnosed with multiple

myeloma. Since that time Mr. Hubbard has been unable to continue performing with
The Roots.
26.

Defendants Shawn Gee has been the business manager of The Roots

since on or about 1999.


27.

Defendant Shawn Gee is a control person as to GNI, Grand Wizards,

LLC, Okay Tours, LLC, The Roots on Tour, Inc., and The Roots Picnic, LLC. Mr. Gee
controls all details of those entities' day-to-day financial, personnel and business
operations and assumes actual, participatory, total control of those entities business
activities.
28.

Mr. Gee has acted individually and as the agent of defendant Sports and

Entertainment Financial Group, Inc.

Case ID: 160103135

29.

Richard Nichols was the band manager of The Roots from on or about

1992 until his death on July 17, 2014.


30.

Since the death of Mr. Nichols, defendant Shawn Gee has also taken on

the duties of band manager.


GRAND NEGAZ, INC.
31.

On December 1, 1993 plaintiff Hubbard and defendants Thompson and

Trotter as well as Malik Smart formed GNI a Pennsylvania corporation.


32.

The shareholders of GNI are defendant Thompson 37%, defendant

Trotter 37%, plaintiff Hubbard 13%, and Malik Smart 13%.


33.

GNI is a closely held corporation.

34.

Defendant Thompson is president of GNI and defendant Trotter is Vice

president.
35.

In late 1993 GNI secured an exclusive recording contract with Geffen

Records (now part of Universal Music Group), for The Roots.


36.

On April 9, 1996, GNI caused to be registered with the United States

Patent and Trademark office the mark "The Roots" at Registration Number 1966181.
The owner of the mark "The Roots" is GNI.
37.

As a result of their positions as directors, officers, and /or control

persons of GNI, a close corporation, defendants Thompson, Trotter and Gee owe a
fiduciary duty and duty of loyalty to GNI and to plaintiff Hubbard.
38.

All publishing of non-digital works of The Roots are published and

distributed by Universal Music Group (Universal).

Case ID: 160103135

39.

All payments for non-digital published works from Universal are

received by GNI.
40.

GNI collects artists' royalties on sales of product and provides advances

for the production of product.


41.

GNI owns and controls use of the registered mark "The Roots."

42.

Defendants Thompson, Trotter and Gee have permitted the use of the

mark "The Roots" by other entities without compensation for such use. Such use
includes, but is not limited to, use of the mark The Roots by The Roots on Tour, Inc.
and The Roots Picnic, LLC, two entities in which plaintiff has no ownership interest;
as well as use of the mark by Passyunk Productions LLC, a Pennsylvania entity in
which plaintiff has no ownership interest.
43.

Defendants Thompson, Trotter and Gee have never noticed and/or held

a meeting of the shareholders of GNI.


44.

Defendants Thompson, Trotter and Gee have never disclosed to plaintiff

that dividends had been declared for the shareholders of GNI.


45.

Defendants Thompson, Trotter and Gee (acting individually and through

Sports and Entertainment Financial Group, Inc.) have paid to themselves


disproportionately high compensation from GNI.
46.

Defendants Thompson, Trotter and Gee have failed to disclose, report,

and deliver earnings of GNI.


47.

Defendants Thompson, Trotter and Gee have misrepresented earnings

of GNI to plaintiff.

Case ID: 160103135

48.

Plaintiff was receiving from GNI a Publishing payment of $25,000 per

year until 2011 when, without explanation, payments were reduced to approximately
$7,000 per year.
GRAND WIZARDS, LLC
49.

On February 8, 1999 The Roots formed Grand Wizards, LLC a

Pennsylvania limited liability company.


50.

The members of Grand Wizards, LLC and ownership interests are

defendant Thompson 25%, defendant Trotter 25%, plaintiff Hubbard 25%, and Richard
Nichols 25%.
51.

The purpose of Grand Wizards, LLC is to contract for all digital

recordings, outside production and distribution. To that end, since 2003 Grand
Wizards, LLC has contracted with SoundExchange, an independent digital
performance rights organization.
52.

As a result of their positions as members and /or control persons of

Grand Wizards, LLC, defendants Thompson, Trotter and Gee owe a fiduciary duty
and duty of loyalty to Grand Wizards, LLC and to plaintiff Hubbard.
53.

Plaintiff Hubbard has never been consulted about, voted for, or agreed

to the conduct of the business of Grand Wizards, LLC by or through a manager.


54.

Plaintiff Hubbard has never been consulted about, voted for, agreed to

or signed an Operating Agreement regarding Grand Wizards, LLC.


55.

Members of Grand Wizards, LLC are required to account to the

Company and hold as trustee for it any profits derived from its business. 15 Pa.C.S.A.
8943.
8

Case ID: 160103135

56.

All publishing of digital works of The Roots are produced and

distributed by and through Grand Wizards, LLC.


57.

Since 2003 SoundExchange, a performance rights organization that

collects royalties under contract with Grand Wizards, LLC, has distributed all digital
works consisting of The Roots catalog of music.
58.

All payments for digital published works from SoundExchange are

received by Grand Wizards, LLC.


59.

Grand Wizards, LLC collects digital featured artists' royalties on use of

product.
60.

Defendants Thompson, Trotter and Gee have failed to disclose, report,

and deliver earnings of Grand Wizards, LLC to all of its members.


61.

Defendants Thompson, Trotter and Gee have misrepresented earnings

of Grand Wizards, LLC to plaintiff.


62.

Plaintiff Hubbard has received only one check from Grand Wizards, LLC

which was received in November 2014 in the amount of $4,780.46.


63.

Plaintiff Hubbard has had and continues to have his health insurance

paid by Grand Wizards, LLC.


64.

On or about March 28, 2014 plaintiff Hubbard received from Mr. Nichols,

the Band Manager, an email on behalf of defendants, threatening plaintiff with being
cut off from any and all payments including health insurance.
65.

Defendants have never noticed and/or held a meeting of the members of

Grand Wizards, LLC.

Case ID: 160103135

66.

Defendants Thompson, Trotter and Gee (acting individually and through

Sports and Entertainment Financial Group, Inc.) have paid to themselves


disproportionately high compensation from Grand Wizards, LLC.
OKAY TOURS, LLC
67.

On August 28, 2000 The Roots formed Okay Tours, LLC a Pennsylvania

limited liability company.


68.

The members of Okay Tours, LLC and ownership interests are

defendant Thompson one-third (1/3rd), defendant Trotter one-third (1/3rd), and


Plaintiff Hubbard one-third (1/3rd).
69.

The purpose of Okay Tours, LLC, was to contract for and collect revenue

from touring productions of The Roots.


70.

Okay Tours, LLC handled all touring productions for The Roots until late

71.

As a result of their positions as members and /or control persons of

2011.

Okay Tours, LLC, defendants Thompson, Trotter and Gee owe a fiduciary duty and
duty of loyalty to Okay Tours, LLC and to Plaintiff Hubbard.
72.

Plaintiff Hubbard has never been consulted about, voted for, or agreed

to the conduct of the business of Okay Tours, LLC by a manager.


73.

Plaintiff Hubbard has never been consulted about, voted for, agreed to

or signed an Operating Agreement regarding Okay Tours, LLC.


74.

Members of Okay Tours, LLC are required to account to the Company

and hold as trustee for it any profits derived from its business. 15 Pa.C.S.A. 8943 (a).

10

Case ID: 160103135

75.

Okay Tours, LLC, handled all touring productions, contracted for and

collected revenue from touring productions of The Roots from Okay Tours, LLCs
formation in 2000.
76.

Plaintiff Hubbard believes, and therefore avers, that Okay Tours, LLC

prior to 2012 received income in the millions of dollars.


77.

Defendants Thompson, Trotter and Gee have failed to disclose, report,

and deliver earnings of Okay Tours, LLC.


78.

Defendants Thompson, Trotter and Gee have misrepresented earnings

of Okay Tours, LLC to Plaintiff.


79.

Plaintiff Hubbard has never received a payment from Okay Tours, LLC

as a one-third owner.
80.

Defendants Thompson, Trotter and Gee have never noticed and/or held

a meeting of the members of Okay Tours, LLC.


81.

Defendants Thompson, Trotter and Gee (acting individually and through

Sports and Entertainment Financial Group, Inc.) have paid to themselves


disproportionately high compensation from Okay Tours, LLC.
THE ROOTS ON TOUR, INC.
82.

On or about December 19, 2011 Plaintiff Hubbard received from the

Internal Revenue Service a notice of tax deficiency for the year 2009. Upon receipt of
that notice, Plaintiff Hubbard began making inquiries about income and benefits from
his ownership in the above referenced entities and The Roots generally.
83.

On December 29, 2011 defendants Thompson, Trotter and Gee caused to

be formed defendant The Roots on Tour, Inc. a Pennsylvania corporation.


11

Case ID: 160103135

84.

Plaintiff Hubbard was deliberately excluded as a shareholder of The

Roots on Tour, Inc.


85.

After January 1, 2012, defendants Thompson, Trotter and Gee

intentionally transferred all assets of Okay Tours, LLC (of which Plaintiff Hubbard
was a one-third (1/3rd) owner), and diverted all touring business, business
knowledge, and contracts for touring business from Okay Tours, LLC to the
defendants newly formed The Roots on Tour, Inc. for the purpose of denying Plaintiff
Hubbard any interest in such business.
86.

All revenue from Okay Tours, LLC was likewise diverted to The Roots on

Tour, Inc. for the purpose of denying Plaintiff Hubbard any benefit from or interest in
such business.
87.

The transfer of all business from Okay Tours, LLC to The Roots on Tour,

Inc. was done without the knowledge or consent of Plaintiff Hubbard.


THE ROOTS PICNIC, LLC
88.

On June 3, 2012 defendants Thompson, Trotter and Gee caused to be

formed The Roots Picnic, LLC, a Pennsylvania limited liability company.


89.

The Roots Picnic, LLC maintains a place of business at 1 Presidential

Boulevard, Suite 320, Bala Cynwyd PA 19004.


90.

The Roots Picnic, LLC contracts for production of an annual festival in

Philadelphia.
91.

The actions and wrongful conduct of defendants complained of herein

have been and are continuing until the present.

12

Case ID: 160103135

COUNT I
PLAINTIFF V. AHMIR THOMPSON, TARIK TROTTER, SHAWN GEE, THE ROOTS
ON TOUR, INC. AND SPORTS AND ENTERTAINMENT FINANCIAL GROUP, INC.
(Fraudulent Transfer)
92.

Plaintiff incorporates by reference all the averments set forth in the

paragraphs above as though fully set forth herein at length.


93.

Recognizing that plaintiff Hubbard had a claim against Okay Tours,

LLC, its members and its business manager; that plaintiff Hubbard had been illegally
and improperly denied any income or inclusion in the operations of Okay Tours, LLC;
that defendants illegally and improperly paid to themselves disproportionately high
compensation to the detriment of Plaintiff Hubbard; defendants embarked upon a
scheme and artifice to fraudulently convey all the business and assets of Okay Tours,
LLC (of which Plaintiff Hubbard was a one-third (1/3rd) owner) to The Roots on Tour,
Inc. an entity in which Plaintiff Hubbard has no interest, intending thereby to deny
Plaintiff Hubbard the fruits of his ownership interest and any benefit from the touring
business conducted by Okay Tours, LLC.
94.

Defendants did in fact transfer all of the assets, business, business

knowledge, and contracts for touring business, from Okay Tours, LLC to The Roots on
Tour, Inc.
95.

Okay Tours, LLC has no remaining assets or business from which to pay

or compensate Plaintiff Hubbard amounts due him as a member or otherwise.

13

Case ID: 160103135

96.

The transfer from Okay Tours, LLC to The Roots on Tour, Inc. was

without fair consideration and was intended to hinder, delay or defraud Plaintiff
Hubbard.
97.

The actions of defendants were willful and/or were with reckless

disregard for the rights of Plaintiff Hubbard.


98.

Defendant Gee entered into an agreement with defendants Thompson

and Trotter to commit the acts companied of herein which were unlawful or
otherwise lawful by unlawful means.
WHEREFORE, Plaintiff Leonard N. Hubbard requests relief as follows:
a)

Avoidance of the transfer of any income, assets, or business of

The Roots from Okay Tours, LLC to The Roots on Tour, Inc.;
b)

An injunction against any further dispossessions of property or

any interest therein;


c)

Plaintiff Leonard N. Hubbard be awarded reasonable expenses

for maintaining this action, including reasonable attorneys' fees and costs;
d)

Plaintiff Leonard N. Hubbard be awarded punitive damages; and

e)

Plaintiff Leonard N. Hubbard be granted such other and further

relief that may be just and proper under the circumstances.


COUNT II
PLAINTIFF V. AHMIR THOMPSON, TARIK TROTTER AND SHAWN GEE
(Breach of Fiduciary Duty)
99.

Plaintiff incorporates by reference all the averments set forth in the

paragraphs above as though fully set forth herein at length.


14

Case ID: 160103135

100.

As a result of their positions as shareholders and directors of GNI,

defendants Thompson and Trotter owe a fiduciary duty and duty of loyalty to GNI and
to Plaintiff Hubbard.
101.

At all times relevant defendant Gee knew of the fiduciary duties of

defendants Thompson and Trotter and that they were beaching their duties and
defendant Gee aided and abetted those breaches. Defendant Gee substantially
assisted or encouraged defendants Thompson and Trotter in their scheme and their
breaches of fiduciary duties.
102.

Defendant Gee entered into an agreement with defendants Thompson

and Trotter to commit the acts complained of herein which were unlawful or
otherwise lawful by unlawful means.
103.

Defendants have a fiduciary duty to act fairly and not to act in favor of

one group to the detriment of others, and are required to account to the Companies
and hold as trustee for them any profits derived from their business.
104.

Plaintiff Hubbard has a direct right of action to enforce the aforesaid

fiduciary duties.
105.

Defendants have breached their fiduciary duties to Plaintiff by conduct

including, but not limited to, the following:


a)

Refusal to declare dividends;

b)

Remove funds from the businesses through excessive

compensation;
c)

Disproportionately high salaries;

15

Case ID: 160103135

d)

Withholding business information;

e)

Failing to hold meetings;

f)

Excluding the minority from a meaningful role in decision making;

g)

Self-dealing;

h)

Diversion of the property and business opportunities of the

i)

Denying Hubbard a fair share of the benefits of the business

j)

Usurping corporate opportunity by permitting the use of the

companies;

activities;

registered mark The Roots without appropriate compensation;

106.

k)

Drastically reducing the income paid to Plaintiff Hubbard; and

l)

Denial of access to requested books and records.

As a result of the bad faith conduct and breaches of fiduciary duties of

defendants Thompson, Trotter and Gee, Plaintiff Hubbard has suffered damages in
the form of lost income, unpaid dividends, undistributed profits, consequential
damages in the form of lost interest and investment opportunity, loss of right as a
shareholder, and expenses and legal fees.
107.

Plaintiff Hubbard has been excluded from his proper share of benefits

accruing from the enterprises as a result of the defendants' bad faith and breaches of
fiduciary duties.
108.

Defendants' breaches of their duties were willful and/or in reckless

disregard of the rights of Plaintiff Hubbard, and are so shocking, outrageous and in
bad faith that punitive damages are warranted.
16

Case ID: 160103135

WHEREFORE, Plaintiff Leonard N. Hubbard demands judgment in his favor


and against the defendants Ahmir Thompson, Tarik Trotter and Shawn Gee,
enjoining breaches of their fiduciary duties; an award to Plaintiff of such monetary
damages as he may establish at trial which are in excess of $50,000; punitive
damages; an award to Plaintiff of the costs and expenses incurred in bringing this
action, including reasonable attorneys' fees; and such relief as this Court may deem
just and proper under the circumstances.
COUNT III
PLAINTIFF V. AHMIR THOMPSON, TARIK TROTTER AND SHAWN GEE
(Breach of Fiduciary Duty)
109.

Plaintiff incorporates by reference all the averments set forth in the

paragraphs above as though fully set forth herein at length.


110.

As a result of their positions as members of Grand Wizards, LLC and

Okay Tours, LLC, defendants Thompson and Trotter owe a fiduciary duty and duty of
loyalty to Grand Wizards, LLC, and Okay Tours, LLC and to Plaintiff Hubbard who is
a 25% owner of Grand Wizards, LLC and one-third owner of Okay Tours, LLC.
111.

At all times relevant defendant Gee knew of the fiduciary duties of

defendants Thompson and Trotter and that they were beaching their duties and
defendant Gee aided and abetted those breaches. Defendant Gee substantially
assisted or encouraged defendants Thompson and Trotter in their scheme and their
breaches of fiduciary duties.

17

Case ID: 160103135

112.

Defendant Gee entered into an agreement with defendants Thompson

and Trotter to commit the acts complained of herein which were unlawful or
otherwise lawful by unlawful means.
113.

Defendants have a fiduciary duty to act fairly and not to act in favor of

one group to the detriment of others, and are required to account to the Companies
and hold as trustee for them any profits derived from their business.
114.

Plaintiff Hubbard has a direct right of action to enforce the aforesaid

fiduciary duties.
115.

Defendants have breached their fiduciary duties to Plaintiff by conduct

including, but not limited to, the following:


a)

Refusal to declare dividends;

b)

Remove funds from the businesses through excessive

compensation;
c)

Disproportionately high salaries;

d)

Withholding business information;

e)

Failing to hold meetings;

f)

Excluding the minority from a meaningful role in decision making;

g)

Self-dealing;

h)

Diversion of the property and business opportunities of the

i)

Denying Hubbard a fair share of the benefits of the business

companies;

activities;

18

Case ID: 160103135

j)

Usurping corporate opportunity by permitting the use of the

registered mark The Roots without appropriate compensation;

116.

k)

Drastically reducing the income paid to Plaintiff Hubbard; and

l)

Denial of access to requested books and records.

As a result of the bad faith conduct and breaches of fiduciary duties of

defendants Thompson, Trotter and Gee, Plaintiff Hubbard has suffered damages in
the form of lost income, unpaid dividends, undistributed profits, consequential
damages in the form of lost interest and investment opportunity, loss of right as a
member, and expenses and legal fees.
117.

Plaintiff Hubbard has been excluded from his proper share of benefits

accruing from the enterprises as a result of the defendants' bad faith and breaches of
fiduciary duties.
118.

Defendants' breaches of their duties were willful and/or in reckless

disregard of the rights of Plaintiff Hubbard, and are so shocking, outrageous and in
bad faith that punitive damages are warranted.
WHEREFORE, Plaintiff Leonard N. Hubbard demands judgment in his favor
and against the defendants Ahmir Thompson, Tarik Trotter and Shawn Gee,
enjoining breaches of their fiduciary duties; an award to Plaintiff of such monetary
damages as he may establish at trial which are in excess of $50,000; punitive
damages; an award to Plaintiff of the costs and expenses incurred in bringing this
action, including reasonable attorneys' fees; and such relief as this Court may deem
just and proper under the circumstances.

19

Case ID: 160103135

COUNT IV
PLAINTIFF V. AHMIR THOMPSON AND TARIK TROTTER AND GNI
(Appointment of Custodian/Receiver)
119.

Plaintiff incorporates by reference all the averments set forth in the

paragraphs above as though fully set forth herein at length.


120.

The actions of defendants Ahmir Thompson and Tarik Trotter, being in

control of GNI, in defeating the rights and expectations of Plaintiff Hubbard were
oppressive conduct.
121.

Defendants Thompson and Trotter unlawfully attempted to, and did

operate 100% control of the shares, profits and other benefits of GNI thereby
substantially diminishing the power and compensation of Plaintiff Hubbard and
further, substantially diminishing the fair value of Plaintiff Hubbards shares in GNI.
122.

Plaintiff is entitled to relief pursuant to the Pennsylvania Business

Corporation Law, 15 Pa.C.S.A. 1767.


WHEREFORE, Plaintiff Leonard N. Hubbard requests that this Court grant
judgment in his favor and against defendants Ahmir Thompson, Tarik Trotter and
GNI and appoint a custodian or receiver to manage the affairs of GNI and authorize
the custodian or receiver to act to the full extent of the authority provide for under the
Pennsylvania Business Corporation Law, and award Plaintiff the costs and expenses
incurred in bringing this action, including reasonable attorneys' fees, together with
such relief as this Court may deem just and proper under the circumstances.

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Case ID: 160103135

COUNT V
PLAINTIFF V. AHMIR THOMPSON AND TARIK TROTTER,
GRAND WIZARDS, LLC AND OKAY TOURS, LLC
(Appointment of Trustee)
123.

Plaintiff incorporates by reference all the averments set forth in the

paragraphs above as though fully set forth herein at length.


124.

The actions of defendants Ahmir Thompson and Tarik Trotter, being in

control of Grand Wizards, LLC and Okay Tours, LLC in defeating the rights and
expectations of Plaintiff Hubbard were oppressive conduct.
125.

The power and compensation of Plaintiff Hubbard were substantially

diminished in an effort to operate 100% control of the profits and other benefits that
go along with the interest of a member for less than fair value.
126.

Plaintiff is entitled to relief pursuant to the Pennsylvania Limited

Liability Company Law, including, without limitation, 15 Pa.C.S.A. 8972 & 8973.
WHEREFORE, Plaintiff Leonard N. Hubbard requests that this Court grant
judgment in his favor and against defendants Ahmir Thompson, Tarik Trotter, Grand
Wizards, LLC and Okay Tours, LLC, and appoint a Trustee to manage the affairs of
Grand Wizards, LLC and Okay Tours, LLC, and authorize the Trustee to act to the full
extent of the authority provide for under the Pennsylvania Limited Liability Company
Law, and award Plaintiff the costs and expenses incurred in bringing this action,
including reasonable attorneys' fees, together with such relief as this Court may
deem just and proper under the circumstances.

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Case ID: 160103135

COUNT VI
PLAINTIFF V. GNI, AHMIR THOMPSON, TARIK TROTTER AND SHAWN GEE
(Shareholder derivative action)
127.

Plaintiff incorporates by reference all the averments set forth in the

paragraphs above as though fully set forth herein at length.


128.

Plaintiff Hubbard brings this action as a shareholder of GNI.

129.

At all times mentioned, Plaintiff was and is the owner and holder of

capital shares of GNI.


130.

Plaintiff Hubbard has come to learn that defendants Thompson and

Trotter, in conspiracy with defendant Gee, have engaged in an artifice and scheme,
all to the detriment of GNI and the minority shareholder, Plaintiff herein, to do the
following:
a)

Mismanage the corporation.

b)

Refusal to declare dividends;

c)

Remove funds from the businesses through excessive

compensation;
d)

Disproportionately high salaries;

e)

Self-dealing;

f)

Diversion of the property and business opportunities of the

companies; and
g)

Usurping corporate opportunity by permitting the use of the

registered mark The Roots without appropriate compensation.

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Case ID: 160103135

131.

The actions of defendants as aforesaid are illegal, oppressive and

fraudulent.
132.

The funds and opportunities of GNI have been misapplied to defendants'

own personal use.


133.

Plaintiff made a demand on September 21, 2015 upon defendants to form

a special litigation committee or to commence an action against Ahmir Thompson,


Tarik Trotter and Shawn Gee. They did not take action in response to that demand. A
true and correct copy of Plaintiffs demand is attached hereto as Exhibit A.
134.

Plaintiff has on numerous and repeated occasions demanded that

defendants comport themselves to their duties, and, among other things, has
requested an accounting of funds of GNI. Despite such request, defendants have
consistently failed and refused to comport to their duties and have consistently failed
and refused to deal fairly and equitably with the claims and interests of Plaintiff
minority shareholder.
WHEREFORE, Plaintiff Leonard N. Hubbard requests relief as follows:
a)

This Court ascertain and determine the losses sustained by

defendant Grand Negaz, Inc. by reason of the acts of defendants Ahmir Thompson,
Tarik Trotter and Shawn Gee;
b)

Defendants Ahmir Thompson, Tarik Trotter and Shawn Gee be

directed to pay to defendant Grand Negaz, Inc. the sum found to be due and
judgment be entered against said defendants, jointly and severally, in the amount

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Case ID: 160103135

found to be due in favor of defendant corporation, together with interest on that amount;
c)

Plaintiff, Leonard N. Hubbard be awarded reasonable expenses

for maintaining this action, including reasonable attorneys' fees and costs; and
d)

Plaintiff, Leonard N. Hubbard be granted such other and further

relief that may be just and proper under the circumstances.


COUNT VII
PLAINTIFF V. AHMIR THOMPSON, TARIK TROTTER AND SHAWN GEE
(Civil Conspiracy)
135.

Plaintiff incorporates by reference all the averments set forth in the

paragraphs above as though fully set forth herein at length.


136.

Defendants Thompson, Trotter and Gee have combined to and entered

into an agreement to deprive Plaintiff Hubbard of his rights as a shareholder of GNI


and a member of Grand Wizards, LLC and Okay Tours, LLC.
137.

The agreement of defendants was for the purpose of performing an

unlawful act or to do an otherwise lawful act by unlawful means.


138.

As a result of the actions of defendants, Plaintiff Hubbard has been

damaged as aforesaid.
139.

Defendants' actions were willful and/or in reckless disregard of the

rights of Plaintiff Hubbard, and are so shocking, outrageous and in bad faith that
punitive damages are warranted.
WHEREFORE, Plaintiff Leonard N. Hubbard demands judgment in his favor
and against the defendants Ahmir Thompson, Tarik Trotter and Shawn Gee, for such

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Case ID: 160103135

monetary damages as he may establish at trial which are in excess of $50,000;


punitive damages; award to Plaintiff of the costs and expenses incurred in bringing
this action, including reasonable attorneys' fees; and such relief as this Court may
deem just and proper under the circumstances.
COUNT VIII
PLAINTIFF V. AHMIR THOMPSON, TARIK TROTTER AND SHAWN GEE
(Constructive Fraud)
140.

Plaintiff incorporates by reference all the averments set forth in the

paragraphs above as though fully set forth herein at length.


141.

As a result of their positions with GNI, Grand Wizards, LLC and Okay

Tours, LLC, defendants Thompson, Trotter and Gee had a fiduciary and/or special
relationship with and duties to Plaintiff Hubbard.
142.

Defendants have been and continue to be in breach of their duties to

Plaintiff and have withheld information from and otherwise deceived Plaintiff
Hubbard in regard to his financial and legal rights.
143.

As a result of defendants' deceit and refusal to disclose information

Plaintiff has been deprived of his rights and has suffered damages as aforesaid.
144.

Defendant's actions were willful and/or in reckless disregard of the

rights of Plaintiff Hubbard, and are so shocking, outrageous and in bad faith that
punitive damages are warranted.
WHEREFORE, Plaintiff Leonard N. Hubbard demands judgment in his favor
and against the defendants Ahmir Thompson, Tarik Trotter and Shawn Gee, for such

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Case ID: 160103135

monetary damages as he may establish at trial which are in excess of $50,000;


punitive damages; award to Plaintiff of the costs and expenses incurred in bringing
this action, including reasonable attorneys' fees; and such relief as this Court may
deem just and proper under the circumstances.
COUNT IX
PLAINTIFF V. GNI
(Access to Corporate Records)
145.

Plaintiff incorporates by reference all the averments set forth in the

paragraphs above as though fully set forth herein at length.


146.

Plaintiff Hubbard as a shareholder of GNI is entitled to access to

corporate records, including, without limitation, the share register, books, and
records of account; and the records of the proceedings of the incorporators,
shareholders and directors.
147.

On or about September 21, 2015, Plaintiff requested that the defendant

corporation permit him to inspect, either personally or through his duly authorized
representatives, the books and records of the corporation. A copy of his request,
which was made pursuant to the Pennsylvania Business Corporation Law, as
amended, 15 P.S. 1508 (inadvertently identified as 1308), is attached hereto as
Exhibit "B."
148.

On September 28, 2015, defendant, through its counsel, rejected

Plaintiff's request to inspect the corporation's books and records.

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Case ID: 160103135

149.

Defendant's refusal to permit Plaintiff to examine the books and records

is in bad faith, arbitrary and vexatious and in violation of 15 P.S. 1508.


150.

By virtue of the defendant corporation's refusal to permit Plaintiff to

examine the books and records of the corporation, Plaintiff has suffered great
damage, for which he has no other adequate remedy at law.
WHEREFORE, Plaintiff Leonard N. Hubbard requests relief as follows:
a)

An Order from this Court commanding Plaintiff's access to the

corporate books and records of Grand Negaz, Inc. pursuant to 15 Pa.C.S.A. 1508;
b)

Plaintiff, Leonard N. Hubbard be awarded reasonable expenses

for maintaining this action, including reasonable attorneys' fees and costs; and
c)

Plaintiff, Leonard N. Hubbard be granted such other and further

relief that may be just and proper under the circumstances.


COUNT X
PLAINTIFF V. GRAND WIZARDS, LLC AND OKAY TOURS, LLC
(Access to Company Records)
151.

Plaintiff incorporates by reference all the averments set forth in the

paragraphs above as though fully set forth herein at length.


152.

Plaintiff Hubbard is a member of Grand Wizards, LLC and Okay Tours,

153.

As a member of Grand Wizards, LLC and Okay Tours, LLC, Plaintiff

LLC.

Hubbard is entitled to access for inspection and copying, to the books and records of
Grand Wizards, LLC and Okay Tours, LLC, including without limitation, financial

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Case ID: 160103135

records, copies of income tax returns (not limited to K-1s), and all other information as
is just and reasonable.
154.

Despite reasonable request and demand given by Plaintiff on September

21, 2015, Plaintiff has been denied access to Company records of Grand Wizards, LLC
and Okay Tours, LLC. A true and correct copy of Plaintiffs request and demand is
attached here to as Exhibit C.
WHEREFORE, Plaintiff Leonard N. Hubbard requests relief as follows:
a)

An Order from this Court commanding access to the Company

records of Grand Wizards, LLC and Okay Tours, LLC;


b)

Plaintiff, Leonard N. Hubbard be awarded reasonable expenses

for maintaining this action, including reasonable attorneys' fees and costs; and
c)

Plaintiff, Leonard N. Hubbard be granted such other and further

relief that may be just and proper under the circumstances.


COUNT XI
PLAINTIFF V. KENDALL A. MINTER
(Breach of Contract)
155.

Plaintiff incorporates by reference all the averments set forth in the

paragraphs above as though fully set forth herein at length.


156.

After receiving in December 2011 notice from the Internal Revenue

Service of a notice of deficiency for the year 2009 and making inquiries about income
and benefits from his ownership in The Roots entities and The Roots generally;
Plaintiff Hubbard was not satisfied with the responses he was receiving.

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Case ID: 160103135

157.

In about February 2012, Plaintiff Hubbard retained the professional

services of defendant Minter to advise Plaintiff and represent Plaintiff in regard to his
relationships with defendants and his legal rights arising from such relationships.
158.

Defendant Minter is not licensed to practice law in Pennsylvania.

159.

Defendant Minter holds himself out to the public and held himself out to

Plaintiff as an experienced and well connected attorney, as capable of handling or


coordinating complex matters, and as having an extensive network of colleagues
worldwide.
160.

Defendant Minter holds himself out to the public and held himself out to

Plaintiff as capable of handling Plaintiff's legal matters competently and diligently.


161.

Defendant Minter, by oral and written agreement, agreed to accept

representation of Plaintiff, to advise Plaintiff of his legal rights, to communicate with


defendants and their representatives, obtain information and negotiate on Plaintiff's
behalf, have the legitimate objectives of Plaintiff respected, and to refer Plaintiff to an
appropriate attorney or attorneys licensed in Pennsylvania should litigation be
necessary.
162.

Defendant Minter proceeded to collect some records from defendants

but was not successful in obtaining all records necessary to appraise the financial
and/or legal position of Plaintiff with The Roots entities as they withheld and/or
refused to produce documents.

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Case ID: 160103135

163.

Defendant Minter did not assert a right to the records of The Roots

entities under the Pennsylvania Business Corporation Law, 15 Pa. C.S.A. 1508.
164.

Defendant Minter did not assert a right to the records of The Roots

entities under the Pennsylvania Limited Liability Company Law, 15 Pa. C.S.A. 8901
et seq.
165.

Although he was not successful in obtaining all of the records sought,

Defendant Minter proceeded to negotiate with defendants, through their


representatives, an attempted resolution of claims of Plaintiff Hubbard without
success.
166.

Defendant Minter did not explain or advise to Plaintiff Hubbard the

Statute of Limitations relating to any claims he may have concerning his legal rights
relating to The Roots entities.
167.

Defendant Minter did not refer Plaintiff Hubbard to any of his network of

colleagues in an effort to protect any rights which may be lost by passage of the
Statute of Limitations.
168.

Defendant Minter did not advise Plaintiff to start litigation in an effort to

protect any rights which may be lost by passage of the Statute of Limitations.
169.

Defendant Minter continued to represent Plaintiff Hubbard until

December 2014 at which time his services were terminated by Plaintiff.


170.

During the time that defendant Minter represented Plaintiff Hubbard,

defendant may have permitted certain Statutes of Limitation to pass.


171.

Plaintiff, as set forth above, had meritorious claims against defendants

during Minter's representation of Plaintiff Hubbard, and if an action had been brought
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Case ID: 160103135

within the Statute of Limitations, they would have gone to a trial and resulted in a
substantial recovery and relief for the Plaintiff.
172.

Plaintiff performed all the conditions required of him by the contract.

173.

Defendant Minter failed to perform the conditions of the contract on his

part in that he failed to advise Plaintiff to bring suit, refer the matter for suit, advise
Plaintiff of the Statute of Limitations, or institute and prosecute certain causes of
action for the Plaintiff against defendants within the Statute of Limitations.
174. Plaintiff is now barred from bringing some or all of Plaintiff's actions
against the defendants because there was no action brought within the applicable
Statute of Limitations.
175. As a result of defendant's failure to comply with the conditions of the
contract between the parties, the Plaintiff has not recovered and is prevented from
recovering from the defendants some or all of Plaintiff's legitimate claims.
WHEREFORE, Plaintiff Leonard N. Hubbard, in the alternative to those claims
asserted against the other defendants in this action which may be barred by the
actions of defendant Kendall A. Minter, demands judgment in his favor and against
the defendant Kendall A. Minter, for such monetary damages as he may establish at
trial which are in excess of $50,000, award to Plaintiff of the costs incurred in bringing
this action, interest, and such relief as this Court may deem just and proper under the
circumstances.

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Case ID: 160103135

COUNT XII
PLAINTIFF V. KENDALL A. MINTER
(Professional Negligence)
176.

Plaintiff incorporates by reference all the averments set forth in the

paragraphs above as though fully set forth herein at length.


177.

Defendant Minter was careless and negligent in that:


a)

he failed to exercise the ordinary care, skill and diligence required

of an attorney;
b)

he failed to advise Plaintiff of the Statute of Limitations;

c)

he failed to refer Plaintiff to other counsel prior to the expiration of

the Statute of Limitations;


d)

he failed to advise Plaintiff to consult with other counsel prior to

the expiration of the Statute of Limitations;

178.

e)

he failed to file any action within the Statute of Limitations; and

f)

he breached a fiduciary duty owed to Plaintiff.

Solely because of defendant's negligence, Plaintiff has been deprived of

his right to seek relief and compensation for the deprivation of his legal rights and
injuries from the other defendants as set forth above.
WHEREFORE, Plaintiff Leonard N. Hubbard, in the alternative to those claims
asserted against the other defendants in this action which may be barred by the
actions of defendant Kendall A. Minter, demands judgment in his favor and against
the defendant Kendall A. Minter, for such monetary damages as he may establish at

32

Case ID: 160103135

trial which are in excess of $50,000, award to Plaintiff of the costs incurred in bringing
this action, interest, and such relief as this Court may deem just and proper under the
circumstances.
COUNT XIII
PLAINTIFF V. KENDALL A. MINTER
(Constructive Fraud)
179.

Plaintiff incorporates by reference all the averments set forth in the

paragraphs above as though fully set forth herein at length.


180.

In communication with defendant Minter in about February 2012,

Plaintiff Hubbard in an effort to explore conflicts inquired as to whether Mr. Minter


had any business or financial dealings with any of the parties involved, including
defendant Gee, which would compromise his representation of Plaintiff Hubbard.
181.

Upon said inquiry, defendant Minter represented to Plaintiff Hubbard

that he had no past or present business or financial dealings with any of the parties
involved, including defendant Gee, that would in any way compromise his zealous
advocacy on behalf of Plaintiff Hubbard.
182.

In about December 2014, defendant Minter disclosed for the first time

that he had two clients who were also represented by defendant Gee, and that he
(defendant Minter) had been actively working with defendant Gee to maximize
business opportunities for these clients with defendant Gee and Gee-controlled
entities.

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Case ID: 160103135

183.

Defendant Minter had a fiduciary duty to Plaintiff Hubbard and was

otherwise obligated to disclose his professional and business relationships with


defendant Gee.
184.

In determining whether to retain and continue representation with

defendant Minter, Plaintiff Hubbard relied upon the representations of defendant


Minter that he had no business or financial relationships with any of the parties
including defendant Gee.
185.

As a result of defendant Minter's refusal to disclose his conflicts, Plaintiff

has been deprived of his right to seek relief and compensation for the deprivation of
his legal rights and injuries from the other defendants as set forth above.
186.

Defendant's actions were willful and/or in reckless disregard of the

rights of Plaintiff Hubbard, and are so shocking, outrageous and in bad faith that
punitive damages are warranted.
WHEREFORE, Plaintiff Leonard N. Hubbard, demands judgment in his favor
and against defendant Kendall A. Minter, for such monetary damages as he may
establish at trial which are in excess of $50,000, award to Plaintiff of the costs
incurred in bringing this action, interest, punitive damages, and such relief as this
Court may deem just and proper under the circumstances.
BERNHARDT, ROTHERMEL & SIEGEL, P.C.

Dated: October 1, 2015

BY:

Frank A. Rothermel

/s/
Frank A. Rothermel (#54038)
Attorney for Plaintiff
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Case ID: 160103135

Of counsel:
Michael J. McCaney, Jr.
Attorney ID No.: 28013
1515 Market Street
Suite 1505
Philadelphia PA 19102
(215) 496-0177
Email: mjm@mccaneylaw.com

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Case ID: 160103135

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Case ID: 160103135

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