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IN THE CIRCUIT COURT OF THE SEVENTEENTH JUDICIAL CIRCUIT IN AND FOR BROWARD COUNTY, FLORIDA STEVEN POULOS, Plaintiff

, Case No.: 11-23833 v. ALLSTATE INSURANCE COMPANY, RMK INSURANCE GROUP, INC., and JOSE KUDJA, individually, and, REBECCA KUDJA, individually, Defendants. ______________________________/ DEFENDANT, ALLSTATE INSURANCE COMPANY’S ANSWER, DEFENSES, AND AFFIRMATIVE DEFENSES TO PLAINTIFF’S SECOND AMENDED COMPLAINT Defendant, Allstate Insurance Company (“Allstate”), hereby files its Answer, Defenses, and Affirmative Defenses to Plaintiff’s Second Amended Complaint and states as follows: 1. For jurisdictional purposes only, Allstate admits that Plaintiff is seeking damages

which exceed the jurisdictional limits of this Court. However, Allstate denies that Plaintiff is entitled to the recovery of any damages whatsoever from Allstate. 2. 3. Allstate is without knowledge regarding the residency of Plaintiff. Allstate is an Illinois corporation authorized to do business in Florida. Allstate is

a citizen of Illinois, as it is incorporated in Illinois and maintains its principal place of business in Northbrook, Illinois. 4. RMK Insurance Group, Inc. (“the RMK agency”) n/k/a RMK Consulting Group

is a Florida corporation doing business in Broward County, Florida. Allstate does not know where it maintains its principal place of business.

5. 6. 7.

Allstate is without knowledge regarding the residency of Jose Kudja. Allstate is without knowledge regarding the residency of Rebecca Kudja. Defendants Jose Kudja and Rebecca Kudja were owners and/or officers and

directors of the RMK agency. 8. 9. Venue of this action is appropriate in Broward County, Florida. Allstate does not have sufficient information regarding whether Plaintiff has

satisfied all conditions precedent prior to the filing of this lawsuit. Therefore, denied. 10. Allstate is an insurance company that issues policies of insurance, including

coverage for homeowners, automobiles, and other casualty coverages. 11. Allstate markets its policies through many forms of marketing and advertising. A

prospective customer may purchase an Allstate policy over the internet, over the phone, or from Allstate’s Exclusive Agents. 12. Allstate’s Exclusive Agents are independent contractor insurance agents that are

located across the country. They interact with prospective and actual Allstate customers. 13. A licensed insurance agent may become an Allstate agent by starting an agency

from scratch or by purchasing a book of business from an existing Allstate agent. 14. In order to effectively serve its customers, Allstate has divided its customer bases

in the United States into different “regions” and has various employees in these regions. 15. Allstate’s sales leaders are eligible for a sales bonus, which is based on the

performance of their respective markets. 16. 17. Denied. Allstate’s territorial sales leaders oversee Allstate’s sales leaders. Allstate has

designated Florida as a “region” within the company.

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18.

The policies sold and written by Allstate agents become a part of the selling

agent’s book of business. 19. On or about June 9, 2010, Brad Ramer of Allstate’s Talent Acquisition Team,

emailed Poulos regarding a potential business ownership opportunity at Allstate. The email attached a brochure which provided an overview of Allstate’s Exclusive Agent Opportunity. Poulos replied to the email, stating that he was interested and would prefer to start exploring existing agencies for sale. Although Poulos was living in Orlando at that time, he noted that several Florida markets interested him, including Orlando, Naples, Miami and possibly Palm Beach. Allstate does not have sufficient information regarding the employment of Poulos and his wife at that time. 20. Allstate sales leader Debra Shea was introduced to Poulos after he showed an

interest to Allstate’s recruiting team about starting an Allstate agency. This occurred sometime around the Summer of 2010. 21. This paragraph contains vague and general allegations which do not meet the

requisite level of particularity to allow a response or to support the causes of action. Poulos fails to allege any specifics regarding who engaged in discussions or the time, place, or manner in which the discussions occurred. Therefore, denied. 22. This paragraph contains vague and general allegations which do not meet the

requisite level of particularity to allow a response or to support the causes of action. Poulos fails to allege any specifics regarding who Poulos was with when he allegedly reviewed the costs and benefits of becoming an agent, or the time, place, or manner in which any review occurred. Therefore, denied.

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23.

Debra Shea provided Poulos with information about three books of business that

were for sale in the Orlando area. 24. Poulos attempted to purchase a book of business in the Orlando area that had been

referred to him by Debra Shea. While he was negotiating with that seller, Poulos directed his attention to books of business that were available in south Florida. Poulos did not purchase the book of business for sale in the Orlando area because he could not agree on a sales price with the seller. Allstate has insufficient evidence as to when or how Poulos met Laura Kaplan. 25. this paragraph. 26. 27. 28. 29. 30. this paragraph. 31. this paragraph. 32. Because the RMK agency was not located in her sales territory, Debra Shea did Allstate is without knowledge and therefore denies the allegations contained in Denied. Denied. Denied. Denied. Allstate is without knowledge and therefore denies the allegations contained in Allstate is without knowledge and therefore denies the allegations contained in

not know anything about the RMK agency. Nevertheless, as a matter of practice and for confidentiality reasons, Allstate employees do not comment about why an agency is for sale or has been closed. Allstate employees advise a potential buyer that such information must be obtained from the seller of the book of business.

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33.

Allstate has insufficient evidence regarding Poulos’ inquiry with Jose Kudja. The

remaining allegation in this paragraph is denied. 34. Allstate advised Poulos that it could not disseminate or disclose proprietary and

confidential information, including financial reports, of its current and former Allstate agents without their permission. In this case, with Jose Kudja’s authorization, Allstate provided Poulos with financial reports of the RMK Agency that Poulos had requested. When Poulos asked Allstate representatives why the RMK Agency was no longer operating, the Allstate representatives advised Poulos that he should seek that information from Jose Kudja. 35. This paragraph contains vague and general allegations which do not meet the

requisite level of particularity to allow a response or to support the causes of action. Poulos fails to allege any specifics which Allstate employees Poulos spoke with, nor does this paragraph state the time, place, or manner in which the discussion(s) occurred. Therefore, denied. 36. On September 27, 2010, Allstate informed Poulos that Allstate’s agency

establishment team approved Poulos’ purchase of the RMK Agency’s book of business. Poulos was informed that he would be appointed as an Allstate agent on December 1, 2010, provided that he completed his licensing and financing requirements. At this time, Poulos already knew that the RMK Agency was not operating. Further, Allstate had advised Poulos it could not divulge confidential information about the RMK Agency without specific authorization, and that Poulos should discuss such matters directly with Jose Kudja 37. The statement quoted was sent by email from Janice Brown-Francois on October

7, 2010. Otherwise, this paragraph contains vague and general allegations which do not meet the requisite level of particularity to allow a response or to support the causes of action. Poulos fails

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to allege any specifics regarding which Allstate employees Poulos inquired with, nor does this paragraph state the time, place, or manner in which the inquiry occurred. Therefore, denied. 38. 39. Denied. Allstate has insufficient information to respond to the allegations regarding

Kudja. With respect to Allstate, denied. This paragraph contains vague and general allegations which do not meet the requisite level of particularity to allow a response or to support the causes of action. Poulos fails to allege any specifics, including dates, places, actual misrepresentations, or the identities of the persons involved. 40. Plaintiff entered into an asset purchase agreement with the RMK agency, Jose

Kudja, and Rebecca Kudja. Allstate has insufficient information regarding Poulos’ reliance on Jose Kudja’s representations. All other allegations are denied. The vague and general

allegations regarding Allstate do not meet the requisite level of particularity to allow a response or to support the causes of action. Poulos fails to allege any specifics, including dates, places, actual misrepresentations, or the identities of the persons involved. 41. 42. Denied. Poulos made inquiries to Allstate employees about who was servicing the RMK

agency’s book of business while his purchase of the book of business was pending. 43. Poulos spoke with Janice Brown about other agents servicing the RMK Agency’s

book of business, but Allstate has insufficient information to respond at this time regarding when that conversation occurred. Allstate has insufficient information to respond at this time

regarding when Poulos learned that other agents were servicing the book of business. Poulos emailed some Allstate employees about the servicing of the book of business.

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44. 2010. 45. 46. 47. 48. 49. 50.

The statement quoted was sent by email from Richard Cairns on November 22,

Denied. Denied. Denied. Denied. Denied. As to Allstate, denied. Allstate has insufficient information regarding the Kudjas’

knowledge or intent. 51. Poulos, like all Allstate agents, was required to attend a training program before

he could be appointed as an Allstate agent. Poulos was eligible to receive an education bonus, which is intended to cover training expenses, after he started working as an Allstate agent. 52. 53. 54. policy.” 55. The statement quoted was sent by email from Debra Shea on December 21, 2010. Denied. Denied. Denied. This paragraph fails to specify what changes were made to “Allstate

The rest of this paragraph contains vague and general allegations which do not meet the requisite level of particularity to allow a response or to support the causes of action. Poulos fails to allege any specifics, including dates or the identities of the persons he requested audits from. 56. 57. Denied. Denied.

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58.

Allstate is without knowledge and, therefore, cannot admit or deny the allegations

contained in this paragraph. 59. Denied as to Allstate’s employees. Allstate is without knowledge as to Jose

Kudja and Rebecca Kudja. 60. 61. 62. Denied. Denied. Denied. Allstate had advised Poulos it could not divulge confidential information

about the RMK Agency without specific authorization, and that Poulos should discuss such matters directly with Jose Kudja. 63. 64. 65. 66. 67. Denied. Denied. Denied. Denied. Allstate is without knowledge and therefore denies the allegations contained in

this paragraph. This paragraph contains vague and general allegations which do not meet the requisite level of particularity to allow a response or to support the causes of action. Poulos fails to allege any specifics, including details of the complaint, the date this occurred, or the identities of the persons involved. 68. Allstate is without knowledge and therefore denies the allegations contained in

this paragraph. This paragraph contains vague and general allegations which do not meet the requisite level of particularity to allow a response or to support the causes of action. Poulos fails to allege any specific facts regarding identification of the policies or policyholder, when the

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policy at issue was written, the identities of the persons involved, or which detail why the policy was not eligible to be reissued. 69. Allstate is without knowledge and therefore denies the allegations contained in

this paragraph. This paragraph contains vague and general allegations which do not meet the requisite level of particularity to allow a response or to support the causes of action. Poulos fails to allege any specific facts regarding when the policy at issue was written, the identities of the persons involved, or why an error and omission occurred on the policy. 70. through 69. 71. Denied. This paragraph contains vague and general allegations which do not Allstate realleges and adopts by reference herein its responses in paragraphs 1

meet the requisite level of particularity to allow a response or to support the cause of action. Poulos fails to allege any specifics, including dates, places, actual misrepresentations, or the identities of the persons involved. 72. 73. 74. 75. 76. through 69. 77. Denied. This paragraph contains vague and general allegations which do not Denied. Denied. Denied. Denied. Allstate realleges and adopts by reference herein its responses in paragraphs 1

meet the requisite level of particularity to allow a response, to support the cause of action, or to establish a fiduciary relationship. Poulos fails to allege any specifics, including dates, places, actual misrepresentations, or the identities of the persons involved.

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78. through 69. 79. asserted. 80. asserted. 81. 82. through 69. 83.

Allstate realleges and adopts by reference herein its responses in paragraphs 1

Denied. Plaintiff fails to allege ultimate facts to support the legal conclusions

Denied. Plaintiff fails to allege ultimate facts to support the legal conclusions

Denied. Allstate realleges and adopts by reference herein its responses in paragraphs 1

Count IV of Plaintiff’s Second Amended Complaint, paragraphs 82 through 91,

inclusive, asserts a claim against other parties and, therefore, no response is required from Allstate. However, Allstate specifically denies any allegations related to Allstate in paragraph 83. 84. Unless admitted herein, Allstate specifically and severally denies each and every

remaining allegation set forth in the Second Amended Complaint, including the ad damnum clauses, and demands strict proof thereof. DEFENSES AND AFFIRMATIVE DEFENSES By way of defenses and/or affirmative defenses, Allstate states: 1. Plaintiff’s Second Amended Complaint fails to state a cause of action against

Allstate under Florida law. For example, as to Counts I and II, Plaintiff does not specifically identify Allstate’s alleged misrepresentations or omissions of material fact, as well as the time, place, or manner in which they were made. Plaintiff also failed to make any allegations of specific, ultimate facts regarding his alleged damages or that Allstate’s conduct caused his

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alleged damages. For further example, with respect to Count III, Plaintiff does not allege sufficient facts to support his conclusory allegation that Allstate fostered a position of trust with Poulos or that Allstate breached a fiduciary duty to Poulos. 2. Allstate is not liable to Plaintiff for his claimed damages, as such damages were

not proximately or legally caused by Allstate. 3. There is no causal relation between the alleged conversations described in the

Second Amended Complaint between Plaintiff and various Allstate personnel and Plaintiff’s alleged damages. 4. 5. Allstate has made no fraudulent or negligent misrepresentations to Plaintiff. Counts I and II of the Second Amended Complaint are barred because Plaintiff

could not have justifiably relied on the alleged misrepresentations of Allstate. 6. Plaintiff is barred from any possible recovery, and any liability is hereby denied,

because Plaintiff failed to exercise due diligence in the conduct of his own affairs. 7. In connection with Plaintiff’s purchase of the RMK Agency’s book of business,

Allstate owed no duty to Plaintiff to disclose any information about the RMK Agency’s book of business. 8. 9. 10. Allstate and Plaintiff did not maintain a fiduciary relationship. Allstate exercised that care and competence which its business requires. Allstate exercised reasonable care and competence in communicating information

to Plaintiff so that it could be understood by him. 11. Allstate exercised reasonable care and competence to ascertain the facts on which

its statements were based.

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12.

Plaintiff has failed to take reasonable steps under the circumstances to mitigate its

damages, and any damages awarded to Plaintiff herein should be reduced to the extent they could have been avoided through such reasonable mitigation efforts. 13. Plaintiff's claimed damages were the result of and attributable to the negligence,

fault, or other action or conduct of Plaintiff. Such negligence, fault or other action or conduct bars any recovery by Plaintiff against Allstate. In the alternative, any damages or claims asserted against Allstate should be barred or proportionately reduced by the negligence, fault, and/or other action or conduct of the Plaintiff. 14. Although liability to Plaintiff is expressly denied, any liability found on the part

of Allstate and any damages awarded in favor of Plaintiff are subject to comparative fault under Florida law, and Allstate cannot be liable for more than its proportionate share of any damages awarded. Further, pursuant to Fabre v. Mann, 623 So. 2d 1182 (Fla. 1993), any damages awarded to Plaintiff are subject to apportionment by the jury of the total fault of all persons or entities who contributed to causing the damages. 15. Allstate is entitled to a setoff for all sums of money by settlement, judgment, or

otherwise that Plaintiff is entitled to, entered into, and/or received from any party or non-party to this action. 16. Allstate is entitled to a setoff of the amount equal to any and all payments or

benefits received by Plaintiff from any and all collateral sources. WHEREFORE, Defendant, Allstate Insurance Company, demands a trial by jury of all issues so triable and a judgment in its favor on all charges and allegations set forth in Plaintiff’s Second Amended Complaint.

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CERTIFICATE OF SERVICE I HEREBY CERTIFY that a true copy of the foregoing has been furnished by e-mail to Mark S. London, Esquire and Lisa J. London, Esquire at filings@thelondonlawfirm.com; mark@thelondonlawfirm.com; and gtrglfr@gmail.com, (Counsel for Plaintiff), this 16th day of April, 2013.

s/ Lori J. Caldwell LORI J. CALDWELL Florida Bar No. 0268674 E-mail: lcaldwell@rumberger.com (primary) E-mail: docketingorlando@rumberger.com and lcaldwellsecy@rumberger.com (secondary) BRETT M. CAREY Florida Bar No. 0091355 E-mail: bcarey@rumberger.com (primary) E-mail: docketingorlando@rumberger.com and bcareysecy@rumberger.com (secondary) RUMBERGER, KIRK & CALDWELL A Professional Association Lincoln Plaza, Suite 1400 300 South Orange Avenue (32801) Post Office Box 1873 Orlando, Florida 32802-1873 Telephone: (407) 872-7300 Telecopier: (407) 841-2133 Attorneys for Defendant, Allstate Insurance Company

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