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UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
HEADFIRST BASEBALL LLC,
HEADFIRST CAMPS LLC, and
BRENDAN V. SULLIVAN III,
ROBERT ELWOOD and
C.A. No. 1:13-cv-00536-TFH
BRENDAN V. SULLIVAN III, and
HEADFIRST PROFESSIONAL SPORTS
COUNTERCLAIM AGAINST BRENDAN V. SULLIVAN III
AND HEADFIRST PROFESSIONAL SPORTS CAMPS, LLC
Defendant/Counterclaim Plaintiff, Robert Elwood (“Elwood”), counterclaims against
Plaintiff/Counterclaim Defendant, Brendan V. Sullivan III (“Sullivan”) and Headfirst
Professional Sports Camps, LLC (“Professional Sports”) and alleges:
I. Nature of the Action
1. This is a partnership dispute between two long-standing friends, Elwood and
Sullivan, influenced by Sullivan’s brother, Ted Sullivan. Acknowledging their long-standing
and successful partnership, in January 2012 Sullivan wrote Elwood:
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“I of course agree that you [Elwood] and I [Sullivan] have built
this company together – no one including [Brother] Ted [Sullivan]
disputes that for a second or tries to allocate credit anywhere or to
2. Yet, disputing Elwood’s contribution and wrongfully re-allocating credit is
exactly what the Sullivan brothers have attempted to do. When faced with an enormous potential
payday in the form of a multi-million dollar offer to purchase the Headfirst business, Sullivan,
urged by his brother and backed by his father’s law firm, decided to ignore the inescapable fact
that Sullivan and Elwood had for over a decade shared as partners all profits, losses, liabilities
and business decisions of Headfirst. It was only upon realizing the immense value of Headfirst
that Elwood, Sullivan’s long-time partner and friend, was cast aside as a mere employee of
Headfirst and publicly called a “thief” for engaging in the authorized and known spending
practices both Sullivan and Elwood had pursued as co-owners for years.
3. By this Counterclaim, Elwood seeks to protect his rights in Headfirst and realize
the value he created over the past decade-plus.
II. Jurisdiction and Venue
4. This Court has subject matter jurisdiction over this action pursuant to 28 U.S.C. §
1332, because there is complete diversity of citizenship between Counterclaim
Plaintiffs/Defendants and Counterclaim Defendants/Plaintiffs, and the amount in controversy
exceeds $75,000, exclusive of interest and costs. To the extent that any non-diverse party is
joined in this case pursuant to Defendants’ counterclaim, this Court has supplemental jurisdiction
over any such claims pursuant to 28 U.S.C. § 1367.
5. Venue is proper in this judicial district pursuant to 28 U.S.C. § 1391(b)(2) as this
is the judicial district where a substantial part of the events giving rise to the claims alleged
Case 1:13-cv-00536-RBW Document 11 Filed 07/12/13 Page 2 of 33
III. The Parties
6. Pursuant to D.C. Code § 29-602.02, the Headfirst Partnership is a District of
Columbia partnership whose partners are Elwood and Sullivan. Since its inception no later than
2001, Sullivan and Elwood have carried on as co-owners the business of the Headfirst
Partnership, which is a for-profit business offering summer camps and sports-related services to
youth throughout the United States. Sullivan is the “tax matters partner” for the Headfirst
Partnership. In that role, Sullivan has the mandatory duty to represent the Headfirst Partnership
with respect to all tax matters.
7. Robert Elwood is a citizen of the State of Maryland residing at 3274 Harness
Creek Road, Annapolis, Maryland 21403. Elwood is a 50% owner of and partner in the
8. Brendan V. Sullivan III is a citizen of the District of Columbia residing at 2944
Davenport Street, N.W., Washington D.C. 20008. Sullivan is a 50% owner of and partner in the
9. Headfirst Professional Sports Camps, LLC is a District of Columbia limited
liability company with its principal place of business in the District of Columbia. It was formed
on July 16, 2010 pursuant to a written Operating Agreement entitled “Limited Liability
Company Agreement of Red Sox Camps, LLC,” a copy of which is attached hereto and made a
part hereof as Exhibit A. On February 17, 2012, the LLC’s name was changed from Red Sox
Camps to its current name, Headfirst Professional Sports Camps LLC. Elwood and Sullivan are
the Members of Professional Sports, each owning 50% interests in the LLC. Sullivan also is the
“tax matters partner” for Professional Sports as provided for in § 14.c of its Operating
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Agreement. In that role, Sullivan has the mandatory duty to represent Professional Sports with
respect to all tax matters, and is the signatory of the company’s tax returns.
10. Headfirst Camps LLC (“Headfirst Camps”) is a District of Columbia limited
liability company. It initially operated as Headfirst Baseball LLC pursuant to the Headfirst
Baseball, LLC Operating Agreement dated February 27, 1997 and its Members were Sullivan
and Sean Flikke (“Flikke”) until 2001. In 2001, Flikke left the company and his 50% interest in
Headfirst Baseball LLC was purchased by Ted Sullivan for $100. On information and belief,
Ted Sullivan subsequently transferred his interest in Headfirst Camps to Sullivan, who now
purports to be the sole owner of Headfirst Camps. Sullivan is the “tax matters partner” for
Headfirst Camps and has the mandatory duty to represent Headfirst Camps with respect to all tax
matters, and is the signatory of the company’s tax returns.
11. While a number of Headfirst entities were formed over the years (including
without limitation Headfirst Camps, Headfirst Baseball LLC, Headfirst Management LLC,
Headfirst Baseball S Corporation, Lacrosse LLC, Headfirst Adult Sports Leagues, Red Sox
Camps LLC), the Headfirst business has consistently operated since 2001 at the latest as the
Headfirst Partnership with Elwood and Sullivan equally sharing all of the collective venture’s
profits, losses, liabilities, and business decisions.
IV. Start of the Headfirst Partnership
12. In 1984, Elwood and Sullivan met when playing on the same Little League
baseball team, and were close friends until the current dispute.
13. After attending St. Albans High School, and playing on multiple sports teams
together, Elwood went on to play football and baseball at Amherst College, and Sullivan went to
Stanford University where he played on the Cardinal baseball team.
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14. After college, Sullivan was drafted by the Major League Baseball franchise San
Diego Padres and Elwood took positions in the Operations Departments of the Boston Red Sox
and Cleveland Indians.
15. Sullivan played several years in the minor leagues, never reaching the majors.
Near the end of the 2001 Major League Baseball Spring Training season, Sullivan was released
by the Texas Rangers organization, ended his baseball career (as a player) and returned to
Washington D.C. In Spring of 2001, Sullivan recognized the potential upside for a business
Elwood already had created in Sullivan’s absence (teaching local youth baseball skills in a
summer camp atmosphere) and the two joined as co-owners and partners in their ownership and
development of the Headfirst Partnership.
16. Specifically, in February, 2001, Sullivan reported for the Texas Rangers Spring
Training camp in Florida, and remained there until his release by the Rangers organization in late
March, 2001. Before leaving for Florida, in January, 2001, Sullivan and Elwood had a number
of discussions and reached agreement about starting Headfirst’s comprehensive summer camps
business. At the time, Sullivan had no expectation of being released from the Rangers and it was
clear to Elwood that he (Sullivan) could not participate in putting together the organizational
structure for this new business or managing any of its details or development and was
unavailable to work during the summer camp season (and most of the year) due to his obligations
to the Rangers. Sullivan was clear in his statement to Elwood: “I’m in, but you are the only one
around to do the work.” Elwood agreed to do the work.
17. Sullivan then left for Spring Training camp in February, 2001, and as the two
partners had planned, Elwood worked substantial hours (usually seven days a week) on
developing, organizing, and preparing for the summer camps business, with an anticipated start
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of summer, 2001. Elwood hired employees, ran baseball clinics, held team instruction classes,
taught individual lessons, and even ran birthday parties. As a result, he developed a mailing list
of approximately 750 families. That mailing list was the first list used to solicit potential
campers for the first summer camp.
18. Unexpectedly, Sullivan was released by the Rangers organization in late March,
2001, whereupon he returned to the Washington, D.C. area somewhat depressed and without
much professional direction. He met with his father who encouraged him to attend law school
and he then devoted substantial time to the law school application process. Sullivan was
accepted to Georgetown University law school and began classes there in the Fall of 2001,
dropping out mid-semester for unknown reasons. All the while, Elwood continued (in Sullivan’s
absence) his substantial efforts to get up and running the summer camps business. Eventually,
disinterested in becoming a lawyer, Sullivan began coaching a travel baseball team (with still no
participation in the camps business) and gradually became involved on a more regular basis with
Headfirst’s other ventures unrelated to the camps business. It was not until these other ventures
failed to succeed that Sullivan took any material role in the camps business in 2011. By then,
based on the agreement Elwood and Sullivan had reached as partners, Elwood had long-since
“done the work” and the camps business was a success.
V. The Headfirst Business and Headfirst Partnership
19. Initially, in 1997, Headfirst only provided baseball clinics, private lessons, and
after-school programs for young children in the Washington, D.C. area.
20. Until 1999, Headfirst was a very small business, with revenues in the $20,000
range, providing these private lessons, clinics, and after-school programs on a periodic basis.
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21. In or about 1999, Headfirst began its “Honor Roll Camps,” which focused on
providing a platform for baseball instruction combined with a simplistic national model to bridge
the gap between high school student-athletes and college coaches. Although the Honor Roll
Camps program showed steady growth, it was not a financial success until in or around 2003,
when it began to grow rapidly both in reputation and financial success. By 2012, the Honor Roll
Camps generated total revenues of more than $1,000,000. Elwood took primary responsibility
for the development, growth, and success of the Honor Roll Camps.
22. In 2001, Headfirst changed dramatically when it first offered its youth summer
camps, providing baseball instruction over the summer months to youth baseball players initially
in the D.C. metropolitan area. It was then that the Headfirst Partnership was formed where
Elwood and Sullivan began, as co-owners, exercising joint decision-making control for the
business and sharing all profits, losses and liabilities of the Headfirst business as a whole, which
they continued to do until Sullivan’s unauthorized purported attempt to terminate Elwood in
23. From the Headfirst Partnership’s start in 2001, Elwood took primary
responsibility for the development, growth, and success of the summer camps business, which
has shown consistent growth and profitability since its inception all the way to the present date.
24. Among other things, Headfirst now is the official provider of summer camps for
the Washington Nationals, Boston Red Sox, Chicago Cubs, and New York Yankees in the
District of Columbia, Boston, Chicago, and New York Metropolitan areas. Over the years,
Headfirst also has been involved in a number of other ventures both related to baseball and other
sports, such as lacrosse.
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25. While Elwood concentrated on the “camps side,” Sullivan primarily focused on a
number of other Headfirst ventures, including its private teams business, its adult sports league,
its college advising team, and a number of other ventures related to baseball. All of the ventures
for which Sullivan took primary responsibility were not financially successful, generating little
to no profits or growth for the Headfirst business. The “camps side” of the business guided by
Elwood enjoyed great success and grew into a multi-million dollar enterprise.
26. Ted Sullivan initially took a nominal “on paper” role in the Headfirst venture
(under its initial legal organization) but has had no role, paper or otherwise, in the Headfirst
Partnership or Professional Sports at any time. When Headfirst was founded in 1997, Ted
Sullivan was attending college full-time at Duke University where he was fully occupied as a
student and a member of the Duke baseball team. When the Honor Roll Camps business was
launched in 1999, Ted Sullivan was still attending Duke University. In 2000, Ted Sullivan was
playing minor league baseball full-time. He became loosely affiliated with Headfirst for a few
months in late 2000 and early 2001, but left the company altogether by April 1, 2001 taking an
unrelated position first in Cleveland followed by attending business school in Boston. He has
made no material contribution to nor has he ever shared in the profits, liabilities, losses, or
business decisions of the Headfirst Partnership or any of its businesses.
27. Through his primary responsibility for the summer camps and Honor Roll
ventures, Elwood built the Headfirst Partnership and business over many years of sustained and
consistent effort. As Sullivan confirmed in writing to Elwood on January 29, 2012: “I of course
agree that you [Elwood] and I [Sullivan] have built this company together – no one including
Ted [Sullivan] disputes that for a second or tries to allocate credit anywhere or to anyone else.”
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A true and correct copy of Sullivan’s January 29, 2012 email is attached hereto and made a part
hereof as Exhibit B.
28. Over the years, Headfirst has formed a number of legal entities under the
Headfirst banner, such as those identified in Paragraph 11 above. Although some of these legal
entities still exist, and have incurred certain liabilities and obligations in their names, since no
later than 2001 all profits, losses, liabilities, obligations, and business decisions of the Headfirst
venture as a whole have been shared exclusively by Elwood and Sullivan through the Headfirst
Partnership. There has been no material distinction between the legal or official roles of Elwood
and Sullivan in the Headfirst business as a whole and no material differentiation between the
multiple Headfirst entities with respect to profits, losses, liabilities and the shared control over
and making of business decisions by Elwood and Sullivan.
29. Beginning no later than 2001, and continuing until this dispute, Elwood and
Sullivan have shared all profits of all Headfirst ventures and entities through the Headfirst
Partnership. Among other things, Headfirst’s accounting entries in its books and records
consistently refer to compensation paid to both Elwood and Sullivan as “Partner Draws” and
“Partner Bonus Equity Draws,” with no distinction between the legal roles of Sullivan and
Elwood and no material differentiation between the various Headfirst entities generating those
profits. A true and correct copy of such an accounting entry is attached hereto and made a part
hereof as Exhibit C.
30. Since its inception in 1997, Elwood and Sullivan have shared and controlled all
business decisions, affairs, and operations of the Headfirst ventures and entities, continuing on
when the Headfirst Partnership was formed in 2001 until Elwood was wrongfully terminated.
Among other things, both Elwood and Sullivan had, and have to this day, full signatory authority
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on all of Headfirst’s bank accounts, with no distinction between the legal roles of Sullivan and
Elwood and no material differentiation between the various Headfirst entities. A true and correct
copy of a Headfirst bank account agreement is attached hereto and made a part hereof as Exhibit
D (account number redacted).
31. Since its inception, Elwood and Sullivan have consistently represented to third
parties, including potential and existing customers of Headfirst, that they are the founders,
directors, co-owners, and partners “in Headfirst.” As Headfirst’s public Internet Website made
clear until January 2013, Elwood and Sullivan are the “Founders and Directors of Headfirst.” A
true and correct copy of the Headfirst website as of the first week of January 2013 is attached
hereto and made a part hereof as Exhibit E. It was not until January 2013, after Sullivan’s
wrongful attempt to terminate Elwood from Headfirst, that the Headfirst website was re-written
by Sullivan to eliminate the accurate description of Elwood as a founder of Headfirst.
32. Since no later than 2001, Elwood and Sullivan have shared all losses, liabilities
and obligations of the Headfirst venture and entities. Elwood has, without limitation, invested
his own personal funds in Headfirst to meet seasonal cash flow shortages, signed lease
obligations, purchased (with Sullivan) real estate that has served as Headfirst’s business offices,
and become personally obligated for Headfirst’s line of credit obligations to third-party lenders.
33. Ted Sullivan has never shared in the Headfirst business profits, never signed for
any of its obligations, and does not have signatory authority on any of its bank accounts.
VI. The Wrongful Expulsion of Elwood From Headfirst
34. On December 28, 2012, Sullivan through his father’s law firm purported to
terminate Elwood from his association with Headfirst.
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35. The alleged factual basis for Sullivan’s attempt to terminate Elwood was that
Elwood had misappropriated Headfirst funds for personal purposes (described in detail
hereafter). In doing so, Sullivan mischaracterized Elwood’s role in Headfirst as a mere
employee, ignoring the reality of Elwood’s long-term association as Sullivan’s partner.
36. Sullivan’s position that Elwood had misappropriated Headfirst funds is without
any basis. Sullivan himself authorized, was a participant in, and was the architect of the very
conduct he now alleges is wrongful. Sullivan, together with his friend and Headfirst CPA Anson
Smith (“Smith”), and with the knowledge (at least in part) of Williams & Connolly partner
Stephen Sorenson (“Sorenson”), encouraged, authorized, and engaged in precisely the type of
expenditures Sullivan now contends were wrongful.
VII. Sullivan’s True Motivation For Wrongfully Expelling Elwood
37. Sullivan’s true motivation for terminating Elwood from Headfirst is as follows.
First, greed. Second, Sullivan’s opposition to Elwood’s increasing concern about an improper
tax practice engaged in by Sullivan as “tax matters partner.” Third, Sullivan’s opposition to
Elwood questioning him about the deception of important customers, St. Albans High School
(“St. Albans”) and National Cathedral School (“NCS”). Fourth, Sullivan’s openly-expressed
resentment of Elwood based upon Elwood’s consistent successes at Headfirst while Sullivan
failed at his primary responsibilities.
A. Sullivan Greed
38. By 2012, Elwood had built Headfirst’s camp business into a major success.
Headfirst was providing summer camp experiences to approximately 8,500 campers paying on
average $425 per week for the experience (excluding scholarships).
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39. By 2012, Headfirst’s annual gross revenues had reached an all-time high of
approximately $5,000,000, with annual profit margins of approximately 25%.
40. In late, 2011, negotiations began between Headfirst and STEEL regarding the
possibility of STEEL purchasing Headfirst. Elwood and Sullivan both were involved in those
41. In January, 2012, STEEL made a formal offer to purchase Headfirst for
approximately $4,500,000. That offer was directed to Elwood and Sullivan (and not to Ted
Sullivan), with no distinction between the legal roles or positions of the two founders.
Subsequently, STEEL raised its offering price to $5,500,000.
42. Without Elwood’s knowledge, Sullivan and Ted Sullivan had been plotting to
remove Elwood from the company ever since becoming aware of STEEL’s interest in Headfirst.
In fact, unrelated to STEEL, Sullivan’s plotting perhaps began as early as March 2008 where,
unbeknownst to Sullivan, he was overheard in a public restaurant opening in Washington, D.C.
making petty and false complaints about Elwood and suggesting to a friend that it might be time
to “part ways with my partner”, Elwood. A true and correct contemporaneous text message
exchange documenting Sullivan’s comments is attached hereto and made a part hereof as Exhibit
43. The STEEL offer peaked Ted Sullivan’s interest in Headfirst for the first time in
more than a decade, and he began to assert his purported and non-existent “paper rights” in the
business. Ted Sullivan, now a Harvard MBA, also became involved in the financial due
diligence of Headfirst associated with the STEEL offer.
44. Elwood and Sullivan communicated with and received legal advice from
Sorenson of Williams & Connolly on a number of occasions to address Ted Sullivan’s attempt to
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assert his long-abandoned perceived rights. Sullivan and Sorenson openly acknowledged
Elwood’s right to share in the proceeds of any sale to STEEL.
45. Ted Sullivan professed his willingness to alter the Headfirst Camps operating
agreement to formally account for the long existing ownership status of Elwood, although Ted
did want to take a percentage interest for himself. Despite the fact that all profits, losses,
liabilities, and business decisions had been shared by Elwood and Sullivan for over a decade,
Elwood was concerned with officially documenting that which had been the case for years to
better protect his family. Accordingly, Ted Sullivan and Elwood discussed this issue for months
in numerous in-person meetings and telephone calls.
46. No resolution was ever reached as Ted and Sullivan appeared to be delaying the
issue with a variety of excuses, such as they were too busy, they needed to address certain tax
consequences, they did not have enough time to review the documents prepared by Sorenson,
and Sullivan and Ted were having personal disputes and disagreements over what interest, if any,
Ted should be given or assigned.
47. During this time period (and for more than a decade), Sullivan openly, repeatedly,
and consistently assured Elwood that he was a 50% partner and owner in the business and that
the preparation and execution of formalized documents with respect to Headfirst Camps was not
important. All the while, Ted was reviewing and compiling the information (of which Sullivan
had been aware for years) that would eventually be wrongfully and unfairly asserted against
Elwood as the basis for his removal.
48. In mid-to-late January 2012, the STEEL offer was rejected by Sullivan in a
telephone call with representatives of STEEL. In that call, and thereafter, both Sullivan and Ted
Sullivan openly declared that Headfirst had a value of approximately three to four times the
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amount of the STEEL offer, or $15,000,000 to $20,000,000. It was then that Sullivan and Ted
Sullivan began to push to conclusion their plan to oust Elwood and deprive him of his rights to
share in the enormous value of Headfirst that had been built through the efforts of Elwood.
49. Incentivized by the perceived $20,000,000 value of Headfirst, and at the end of a
year-long period in which Elwood had been raising a number of questions about Headfirst’s
business practices, ultimately in late 2012, Sullivan and Ted Sullivan alleged that Elwood had
misused Headfirst funds. They did so even though Elwood’s use of these funds was known to
and authorized by Sullivan and, in fact, were materially the same as Sullivan’s own uses of
50. The supposed triggering event for the purported termination of Elwood was an
allegation that Elwood had taken an unauthorized loan from the Company—a loan which was
approved by Sullivan both in writing (in part) and verbally. A true and correct copy of
Sullivan’s email approving the loan (in part) is attached hereto and made a part hereof as Exhibit
G. Although the loan was authorized by Sullivan, and was consistent with the manner in which
both Sullivan and Elwood had operated for years, Sullivan and Ted Sullivan feigned surprise
over the loan and attacked Elwood on the pretext that it was improper. Elwood repaid 100% of
the loan with interest.
51. Sullivan then shared his view of the situation with his father, Brendan Sullivan,
Jr., who lined up his partners at Williams & Connolly to oust Elwood and soon thereafter file
multiple lawsuits, both before this Court and the Superior Court of the District of Columbia.
Before filing those lawsuits, among other things, Brendan Sullivan, Jr. accused Elwood of taking
the aforementioned loan without authorization, but altered his accusations when he was shown
an email authored by Sullivan himself (Exhibit G) authorizing a substantial part of that loan.
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Brendan Sullivan, Jr. then accused Elwood of having taken only part of the loan without
authorization. He did so despite the fact that the other part of the loan also had been approved by
his son, Sullivan, verbally, similar to numerous other transactions Sullivan and Elwood had been
involved with over their years in business together. Threatened by the escalation of tensions, and
Sullivan’s historical reliance on and immediate access to aggressive and free legal assistance,
Elwood simply repaid the loan.
B. Elwood Raises Tax Issues
52. From inception of Headfirst until Summer 2011, some of Headfirst’s employees
were not paid as W-2 wage earners, but instead received Form 1099 compensation from
Headfirst. Up until the Summer of 2011, all seasonal employees received Form 1099
53. Further, Headfirst did not pay for worker’s compensation insurance for any of its
employees until the Summer of 2012.
54. As early as 2007, Elwood openly disagreed with these two practices and brought
his disagreement to Sullivan’s attention on a number of occasions. In 2011, Elwood’s growing
concern about these tax practices engaged in by Sullivan and Headfirst resulted in confrontation
between the partners.
55. Sullivan instructed Elwood that he (Elwood) should focus on Headfirst’s business
operations and camp programming, but he (Sullivan) was in charge of all legal matters such as
how to classify Headfirst employees for tax purposes.
56. Later in 2011, Sullivan eventually expressed agreement with Elwood’s view of
how some of these employees should be classified, but refused to make the required changes to
meet legal requirements. Among other excuses for refusing to do so, Sullivan stated that he was
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“too busy” to take this on, it was “too expensive,” and that it would reduce his lifestyle having
just purchased a $1,355,000 home in June 2011 that required substantial repairs and remodeling.
57. Concerned by the situation, in 2011, Elwood nonetheless took steps to correct
these improper practices and through his substantial efforts (including addressing Sullivan’s
many objections) had the situation substantially resolved by 2012 (with the sole exception of
Honor Roll Camps which, as of the date of Elwood’s ouster, Sullivan refuses to change).
58. On numerous occasions, and continuing until Elwood’s wrongful termination,
Sullivan expressed his anger with Elwood about the impact these changes in tax classification
would have on the profits of the Headfirst business and his personal lifestyle. In 2012, Sullivan’s
anger increased over the financial impact this change imposed on him due to his recent
engagement to Tricia Lilly and the costs related thereto.
59. In 2012, during the same period as the STEEL negotiations, Elwood and Sullivan
had an angry confrontation specifically about the tax treatment of the Honor Roll Camps
employees. Soon thereafter, Sullivan purported to terminate Elwood from Headfirst.
C. Sullivan’s Deception of St. Albans and NCS
60. St. Albans is a long-standing customer of Headfirst. Affiliated NCS became a
customer of Headfirst in 2011.
61. Headfirst’s business arrangement with St. Albans and NCS involved the sharing
of gross profits based upon the total enrollment and gross receipts of paying campers who
registered for Headfirst camp programs being hosted by the two schools.
62. At the end of the camp season, Headfirst Chief Operating Officer, and future Vice
President of Finance, Mark Torres, would prepare a detailed spreadsheet from the Thriva/Active
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Network database to calculate St. Albans/NCS profit based upon their revenue sharing
agreement with Headfirst.
63. Sullivan took the spreadsheet prepared by Torres and altered camp enrollment
data, resulting in an understatement of the amount due to St. Albans and NCS in the amount of at
least $82,000 in 2011 and 2012. Sullivan’s purported justification for doing so was his openly
stated belief that St. Albans and NCS were “extremely high maintenance” and had failed to
provide Headfirst with assistance running programs at St. Albans and NCS.
64. Elwood had known of Sullivan’s conduct for some time, but had not addressed
the situation directly with Sullivan as there were numerous other unpleasant issues brewing
between Elwood and Sullivan in this time period, and Elwood chose to “pick his battles” with
Sullivan. In 2012, however, Elwood directly confronted Sullivan about his alteration of the
spreadsheets. Elwood was concerned about losing an important customer/landlord, as well as he
felt loyalty to his high school and the former St. Albans head baseball coach, David Baad, who
was one of his mentors and friends. Sullivan ignored Elwood’s concerns, told him “I [Sullivan]
am the St. Albans relationship guy,” and told Elwood not to say another word about the issue.
D. Sullivan’s Growing Resentment
65. Although Sullivan was a fine baseball player, he never reached his goal of
becoming a major leaguer. He also lacked success in the business world, floating without
diligence or commitment from one unprofitable Headfirst venture to another, while Elwood
worked diligently to create the success of Headfirst’s “camps business.”
66. It was not until 2011 that Sullivan joined the “camps business” after having failed
at these other Headfirst ventures (private teams, adult sports leagues, College Advising Teams,
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lacrosse), with the possible exception of Sullivan’s minor role in the successful Honor Roll
Camps’ business (with Elwood).
67. When he began working more closely with Elwood in 2011, Sullivan began to
openly express his resentment for Elwood’s success at Headfirst and for Elwood’s family life.
68. In November 2012, Sullivan’s resentment of Elwood reached a head when he
openly expressed that resentment in a meeting in front of at least one Headfirst employee, Laura
Harrigan. Sullivan expressed his resentment directly to Elwood on numerous other occasions.
VIII. Elwood Pushes for Change
69. By late-2012, Elwood was pushing Sullivan hard for a change in some of the
business practices he found to be questionable and full of unnecessary risk. He was prompted by
three things. First, STEEL’s interest in purchasing Headfirst was an “eye opener” for Elwood –
he realized the business was now too big and successful for him to allow Sullivan to continue
with Headfirst’s historical loose tax practices. Second, by late 2011 into 2012, Sullivan’s
historical practice of causing Headfirst to not pay for worker’s compensation insurance (See
Paragraphs 52-59 above) was becoming a more serious issue in Elwood’s view. The potential
monetary exposure was becoming greater and greater with the passage of time and Sullivan’s
refusal to address the issue. Third, Elwood was dealing with a very serious issue confronting his
own family that caused him to assess the risks Headfirst’s business practices might pose to his
wife, Stacey Elwood (“Stacey”), and their two young children (ages 3 and 1 year at the time).
70. Elwood’s wife, Stacey, was going through a very serious sequence of events,
including the passing of her mother in early 2012 after a long bout with cancer, the birth of the
Elwoods’ second child two weeks after Stacey’s mother’s death, and the realization that she
(Stacey) had the same “cancer gene” as her mother. During this challenging time, Elwood was
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reflecting on the tax and legal manner in which Sullivan and he had conducted their business
affairs and the potential problems he might leave for his family if he were to prematurely pass
away without officially documenting his existing relationship with Sullivan to address potential
estate planning issues.
71. Elwood’s evaluation involved a series of personal discussions with his wife
Stacey about the dismal circumstances Stacey found herself in when her prior husband’s life was
prematurely taken as part of the “Iraqi Freedom” war effort. Stacey had been left in complete
disarray as her deceased husband had not legally prepared for his potential death. Elwood
decided it was time to fully resolve these issues with Sullivan to better protect his wife and
72. Elwood’s timing could not have been worse. At the very time Elwood pushed
these issues to a head, the outside interest of STEEL was at a high, the greed of Ted Sullivan and
Sullivan looking for a big payday was in full motion, and Sullivan’s resentment of Elwood had
reached the boiling point.
73. Elwood had increasingly become an irritant to Sullivan, and a threat to both
Sullivan’s and Ted Sullivan’s goal to realize all of the extraordinary value of Headfirst.
74. Ultimately, the combination of these circumstances resulted in the wrongful
purported termination of Elwood from Headfirst and the sudden end to his thirty-year friendship
IX. The Sullivans’ Post-Termination Conduct
75. After Sullivan’s purported termination of Elwood, and despite Elwood’s status as
a partner in and owner of the Headfirst Partnership, Sullivan and certain of his family members
Case 1:13-cv-00536-RBW Document 11 Filed 07/12/13 Page 19 of 33
engaged in a vindictive campaign to intentionally ruin Elwood’s reputation and interfere with his
personal life and valuable business relationships.
A. Wrongful Attempt to Terminate Health Insurance and
Withhold 2012 Partnership Distribution
76. Sullivan was fully aware of the very serious health issues confronting Elwood’s
wife in the Fall of 2012. Specifically, Stacey Elwood was preparing for major surgery scheduled
for early 2013 involving an oophorectomy, hysterectomy and potential double mastectomy.
77. When Sullivan purported to terminate Elwood in December 2012, not only did he
wrongfully attempt to cancel Elwood’s family health insurance, he attempted to make the
cancellation retroactive to November 2012, thereby altering the three-month continued-medical
coverage requirements for small businesses. Simultaneously, Sullivan withheld Elwood’s end-
of-year partnership distribution of approximately $190,000 (including his monthly compensation
despite the fact that Elwood worked in December, 2012). Sullivan’s actions would have the
effect of placing the full financial burden of Stacey’s surgery on the Elwood family and
restricting Elwood’s financial ability to defend against Sullivan’s multiple lawsuits.
78. In attempting to retroactively cancel the Elwood family’s health insurance with
full knowledge of Stacey’s imminent surgery and in withholding Elwood’s distribution at the
time, Sullivan acted deliberately and intentionally to oppress and injure the Elwood family, with
actual malice to Elwood and with a reckless disregard for his rights and the rights of his family.
Sullivan’s actions—which he took with full knowledge of the death of Stacey’s mother from
cancer, Stacey having learned that she had the same “cancer gene” as her mother and Stacey’s
upcoming major surgeries—were outrageous.
Case 1:13-cv-00536-RBW Document 11 Filed 07/12/13 Page 20 of 33
79. Sullivan and his family have openly and falsely told numerous people that
Elwood is a “thief” and that he “stole hundreds of thousands from Headfirst.”
80. Sullivan has made the following false public statements about Elwood:
a. In or about the first week of January 2013, Sullivan told the entire senior
staff of Headfirst that Elwood was a “thief” and had been terminated from
Headfirst for “stealing hundreds of thousands of dollars.”
b. In or about the first week of February 2013, Sullivan told Headfirst Chief
Talent Officer Lauran Harrigan that Elwood was a “liar,” “thief” and that
he had “stolen hundreds of thousands, most likely millions of dollars.”
c. In or about mid-January 2013, Sullivan told St. Albans School Headmaster
Vance Wilson and Assistant Headmaster David Baad and NCS Director of
Finance Fay Ferguson that Elwood was “no longer with Headfirst because
he stole money.”
d. In or about March 2013, Mater Dei School President and former
Headmaster Chris Abell wrote Elwood a letter of recommendation that he
withdrew two weeks later after having spoken to Sullivan. Elwood does
not know exactly what Sullivan said to Mr. Abell.
e. In December 2012, Sullivan told California-based Headfirst employee Roc
Murray that Elwood was “under investigation for wrongful financial acts”
and instructed him to “stop communicating with Elwood.”
Case 1:13-cv-00536-RBW Document 11 Filed 07/12/13 Page 21 of 33
f. From January to June 2013, Sullivan told Headfirst Controller and in-
house CPA Peter Genis that Elwood was a “thief who stole hundreds of
thousands of dollars.”
g. In March 2013, Sullivan told Elwood’s uncle and Headfirst employee,
Mike Cowan, as an excuse for withholding Cowan’s agreed-to severance
package, that “your nephew is a thief who stole hundreds of thousands of
dollars and basically ruined the business.”
h. In the first week of January 2013, Sullivan told Bank of America
representative, Stephanie Sicks, that Elwood “committed embezzlement”
and should be removed from having access to all accounts.
i. In the first week of January 2013, Sullivan suggested to Active Network
representatives that Elwood “committed embezzlement” and should be
removed from having access to Headfirst’s Active Network account.
j. In the first week of January 2013, Sullivan told Ntiva representatives that
Elwood “committed embezzlement” and should be removed from having
access to Headfirst’s Ntiva account.
k. In the first week of January 2013, Sullivan suggested to Headfirst
warehouse landlord, Bob Rawlings, and main headquarters landlord,
Adams Investment, that Elwood “committed embezzlement” and should
be locked out of both facilities.
81. In Sullivan’s presence, and without Sullivan correcting her false statements,
Sullivan’s wife, Tricia, has made the following false public statements about Elwood:
Case 1:13-cv-00536-RBW Document 11 Filed 07/12/13 Page 22 of 33
a. In or about the end of March 2013, Tricia had what was described as an
“outburst” at the Criswell Acura dealership in Annapolis, Maryland,
yelling in the public area of the dealership that Elwood was a “thief who
stole hundreds maybe millions of dollars from Headfirst.”
b. In early-May 2013, Tricia told the manager of the AT&T Mobile retail
store in Annapolis, Maryland that Elwood was a “thief.”
82. These statements made by Sullivan and his wife Tricia are materially false, and
intended to damage, and in fact have damaged, Elwood’s reputation with his business associates
83. Sullivan has actual knowledge of the falsity of these statements as Sullivan
participated in and authorized the conduct of Elwood he now asserts to have been wrongful.
84. All conditions precedent to the maintenance of this action have been performed,
satisfied or otherwise discharged.
(Breach of Professional Sports Operating Agreement
against Sullivan and Professional Sports)
85. This is an action by Elwood against Sullivan and Professional Sports for breach of
the July 16, 2010 Limited Liability Company Agreement of Red Sox Camps, LLC attached
hereto and made a part hereof as Exhibit A (the “Professional Sports Operating Agreement”).
86. Elwood re-alleges and incorporates herein the allegations set forth in Paragraphs 1
through 84 above.
87. Pursuant to § 6 and Schedule 1 of the Professional Sports Operating Agreement,
Elwood and Sullivan are the sole Members of the Professional Sports LLC.
88. Pursuant to § 10.a of the Professional Sports Operating Agreement:
Case 1:13-cv-00536-RBW Document 11 Filed 07/12/13 Page 23 of 33
a. Elwood and Sullivan are the sole Managers of the Professional Sports
b. Elwood and Sullivan “in their full and absolute discretion, will manage
and control, have authority to obligate and bind, and make all decisions
affecting the business and assets of the Company.”
c. Elwood and Sullivan “shall act by majority vote, except that the following
shall require the unanimous approval of the Managers: (i) filling any
Manager vacancy and (ii) decisions regarding the amount of management
fees to be paid by the Company to any affiliate of the Company.”
89. The Professional Sports Operating Agreement does not provide any Member or
Manager, including Sullivan, with the right or authority to terminate or expel any other Member
or Manager without that Member’s consent.
90. The Professional Sports Operating Agreement does not provide any Member or
Manager, including Sullivan, with the right or authority to terminate or expel any Member or
91. Elwood did not and does not consent to Sullivan’s attempt to expel him or
terminate him as a Member in and Manager of Professional Sports LLC.
92. By purporting to expel and terminate Elwood as a Member and Manager of the
Professional Sports LLC, Sullivan has materially breached the Professional Sports Operating
Agreement, including the implied covenant of good faith and fair dealing.
93. As a direct result of Sullivan’s and Professional Sports’ material breach of the
Professional Sports Operating Agreement, Elwood has suffered substantial damages in the
Case 1:13-cv-00536-RBW Document 11 Filed 07/12/13 Page 24 of 33
amount of no less than the fair value of Elwood’s ownership interest in Professional Sports LLC
estimated to be in the amount of $7,500,000 to $10,000,000.
(Violations of the District of Columbia Uniform Limited Liability Company Act
against Sullivan and Professional Sports)
94. This is an action by Elwood against Sullivan and Professional Sports for violation
of the District of Columbia Uniform Limited Liability Company Act.
95. Elwood re-alleges and incorporates herein the allegations set forth in Paragraphs 1
through 84 and 87 through 92 above.
96. In the absence of an express provision in an operating agreement, the District of
Columbia Uniform Limited Liability Company Act authorizes the expulsion of an LLC Member
only by judicial order and only on certain specified grounds set forth in D.C. Code § 29-
97. Even upon a proper expulsion of an LLC’s Member pursuant to judicial order, the
expelled Member is entitled to compensation for the value of his or her ownership share, subject
to debts, obligations, or other liabilities owed to the Members of the LLC.
98. Prior to purporting to terminate and expel Elwood, neither Sullivan nor any other
person or entity obtained a judicial order providing for or authorizing the expulsion of Elwood as
a Member and Manager of Professional Sports.
99. Neither Sullivan nor any other person or entity has compensated Elwood for the
value of his ownership share in Professional Sports, subject to debts, obligations, or liabilities
owed to the other members in the LLC.
100. The conduct engaged in by Sullivan constitutes material violations of D.C. Code §
s 29-806.02(5), 29-805.01, and 29-806.03.
Case 1:13-cv-00536-RBW Document 11 Filed 07/12/13 Page 25 of 33
101. As a direct result of Sullivan’s violations of the D.C. Code as set forth herein,
Elwood has suffered substantial damages in the amount of no less than the fair value of Elwood’s
50% ownership share in the Professional Sports estimated to be in the amount of $7,500,000 to
$10,000,000, subject to debts, obligations, or liabilities.
(Declaratory Judgment Of Elwood’s Partnership Interest
in the Headfirst Partnership against Sullivan)
102. Pursuant to 28 U.S.C. § 2201 et seq., this is an action for a Declaratory Judgment.
103. Elwood re-alleges and incorporates herein the allegations set forth in Paragraphs 1
through 84 above.
104. In 2001, Elwood and Sullivan formed the Headfirst Partnership pursuant to which
they have continuously, until Elwood’s wrongful expulsion, shared on a materially equal basis
all profits, losses, liabilities, and control over business decisions of all Headfirst business and
105. Pursuant to D.C. Code § 29-602.02(a), Elwood and Sullivan are partners, having
carried on as co-owners of the Headfirst Partnership, a business for profit since no later than
106. Pursuant to D.C. Code § 29-602.02(c)(3), Elwood is presumed to be a partner in
the Headfirst Partnership.
107. Sullivan denies that the Headfirst Partnership exists and that Elwood is a partner
108. There is a case of actual controversy with respect to the existence of the Headfirst
Partnership and Elwood’s status as a partner therein.
109. Elwood seeks a declaration of (i) the existence of the Headfirst Partnership, and
(ii) his rights as a partner and 50% owner therein.
Case 1:13-cv-00536-RBW Document 11 Filed 07/12/13 Page 26 of 33
(Accounting and Compelled Purchase of Elwood’s
Partnership Interest in the Headfirst Partnership against Sullivan)
110. Pursuant to D.C. Code § 29-604.05, this is an action against Sullivan: (i) for legal
and equitable relief to enforce Elwood’s rights as a partner in the Headfirst Partnership under
Chapter 29 of the D.C. Code, and (ii) to compel the purchase of Elwood’s 50% interest in the
Headfirst Partnership pursuant to D.C. Code § 29-607.01.
111. Elwood re-alleges and incorporates herein the allegations set forth in Paragraphs 1
through 84 and 104 through 109 above.
112. Elwood seeks a full accounting of his 50% interest in the Headfirst Partnership
and the purchase thereof in the amount required by D.C. Code § 29-607.01, estimated to be
$7,500,000 to $10,000,000.
(Promissory Estoppel against Sullivan)
113. This is an action against Sullivan for promissory estoppel.
114. Elwood re-alleges and incorporates herein the allegations set forth in Paragraphs 1
through 84 and 104 through 109 above.
115. On numerous occasions, beginning in 2001 and continuing until his wrongful
termination in December 2012, Sullivan repeatedly and expressly promised, stated and assured
Elwood that he was a 50% partner in and owner of Headfirst.
116. Elwood’s reliance on Sullivan’s promises was reasonable and justified and was
foreseeable by Sullivan. In fact, as alleged above, in 2012, Sullivan himself acknowledged he
and Elwood had “built this company together” and that “no one” “disputes that for a second or
tries to allocate credit anywhere or to anyone else.”
Case 1:13-cv-00536-RBW Document 11 Filed 07/12/13 Page 27 of 33
117. Sullivan’s promises reasonably induced Elwood’s reliance. Specifically, in
reasonable reliance on Sullivan’s promises, Elwood: (i) continued his sustained, time consuming,
and full-time efforts to develop, grow and enhance Headfirst’s business and profitability, (ii)
invested his personal funds in Headfirst to meet its cash requirements, and (iii) became obligated
for Headfirst’s liabilities, including its line of credit.
118. Elwood relied on Sullivan’s promises to his detriment of a definite and substantial
119. Failure to compensate Elwood for the full value of his interest in the Headfirst
business, estimated to be valued at $7,500,000 to $10,000,000, would result in a substantial
injustice to Elwood.
(Breach of Fiduciary Duty against Sullivan)
120. This is an action against Sullivan for breach of fiduciary duty.
121. Elwood re-alleges and incorporates herein the allegations set forth in Paragraphs 1
through 84 above.
122. Pursuant to D.C. Code § 29-604.04 and common law, as his partner, Sullivan
owed (and owes) Elwood a fiduciary duty of loyalty, care, and good faith and fair dealing.
123. Sullivan has materially breached his fiduciary duty of loyalty, care and good faith
and fair dealing. As alleged above, Sullivan’s breach of his fiduciary duties include, but are not
limited to, wrongfully and intentionally dissociating Elwood from the Partnership for Sullivan’s
own gain, intentionally depriving Elwood of the fruits and benefits of his joint ownership in the
Partnership and Headfirst business, wrongfully and intentionally dissociating Elwood for the
same conduct in which Sullivan had engaged and for conduct which Sullivan had previously
Case 1:13-cv-00536-RBW Document 11 Filed 07/12/13 Page 28 of 33
authorized, and failing to abide by the law in connection with the operation of the Headfirst
124. Sullivan’s wrongful conduct in violation of his fiduciary duty of loyalty, care, and
good faith and fair dealing was grossly negligent or reckless, intentional, or knowingly in
violation of law within the meaning of D.C. Code § 29-604.04(c).
125. Elwood has been injured as a direct and proximate result of Sullivan’s breach of
his fiduciary duties. Among other things, Elwood has been wrongfully dissociated from the
Headfirst Partnership and business and has been deprived of the fruits of his years of work
building the Partnership and business.
126. As a direct and proximate result of Sullivan’s material breach of his fiduciary
duty of loyalty, care, and good faith and fair dealing, Elwood has suffered substantial damages in
the amount of no less than the fair value of Elwood’s ownership interest in the Headfirst
Partnership estimated to be in the amount of $7,500,000 to $10,000,000.
(Defamation against Sullivan)
127. This is an action against Sullivan for defamation.
128. Elwood re-alleges and incorporates herein the allegations set forth in Paragraphs 1
through 84 above.
129. Sullivan has made a number of false and defamatory statements about Elwood as
specifically alleged in Paragraph 80 above.
130. Sullivan’s statements about Elwood are false and would tend to injure (and have
injured) Elwood in his trade, profession, or community standing by making him appear to a
reasonable third-party recipient of the communication to be odious, infamous, or ridiculous.
Case 1:13-cv-00536-RBW Document 11 Filed 07/12/13 Page 29 of 33
131. Sullivan’s false statements were made to third parties who reasonably and
actually understood the statements to have been intended in the defamatory sense and tending to
injure Elwood’s reputation.
132. Sullivan was at least negligent in making these false statements and he failed to
observe an ordinary degree of care in ascertaining the truth or falsity of his assertions before
publishing the statements to third parties.
133. Sullivan made the defamatory statements knowing that they were false or with
reckless disregard for whether they were false, given that, as alleged above, Sullivan was aware
of and authorized Elwood’s conduct and engaged in the same conduct himself for which he
134. Sullivan’s conduct was malicious and spiteful, was motivated by ill will and with
a deliberate intent to harm Elwood.
135. Sullivan publicly made and published these false statements about Elwood to
third parties without any privilege.
136. Elwood has suffered actual injury to his reputation and his profession on account
of Sullivan’s defamation as set forth in Paragraphs 80 and 81 above.
137. As a direct and proximate result of Sullivan’s false and defamatory statements,
Elwood has suffered substantial compensatory damages in an amount estimated to be no less
than $7,500,000 to $10,000,000.
(Punitive Damages against Sullivan)
138. This is an action for recovery of punitive damages based upon Sullivan’s breach
of fiduciary duty (Count VI) and defamation (Count VII).
Case 1:13-cv-00536-RBW Document 11 Filed 07/12/13 Page 30 of 33
139. Elwood re-alleges and incorporates herein the allegations set forth in Paragraphs 1
through 84, 122 through 125, and 130 through 136 above.
140. Sullivan’s conduct was and is egregious, outrageous, malicious, wanton, reckless
and in willful disregard for Elwood’s rights. For example, Sullivan knowingly, maliciously and
intentionally attempted to retroactively withdraw the Elwood family’s health insurance at the
precise time when Sullivan knew that Elwood’s wife was to have a major surgery.
141. Sullivan acted with a state of mind evincing malice or its equivalent.
Prayer For Relief
Counterclaim Plaintiff/Defendant, Robert Elwood, seeks the entry of Final Judgment in
his favor and against Brendan V. Sullivan III and Professional Sports as follows:
A. Count I: Jointly and severally against Sullivan and Professional Sports,
compensatory damages in an amount estimated to be $7,500,000 to $10,000,000.
B. Count II: Jointly and severally against Sullivan and Professional Sports,
compensatory damages in an amount estimated to be $7,500,000 to $10,000,000.
C. Count III: Against Sullivan, a declaratory judgment of the legal existence of the
Headfirst Partnership and Elwood’s rights as a partner and 50% owner therein.
D. Count IV: Against Sullivan, an accounting of all profits, losses, and financial
affairs of the Headfirst Partnership, and the compelled purchase of Elwood’s interest therein at
its fair value estimated to be $7,500,000 to $10,000,000.
E. Count V: An order against Sullivan estopping him from denying the existence of
the Headfirst Partnership and Elwood’s 50% ownership and partnership interests therein and
compensating Elwood in the amount of the fair value of his interest estimated to be $7,500,000
Case 1:13-cv-00536-RBW Document 11 Filed 07/12/13 Page 31 of 33
F. Count VI: Against Sullivan, compensatory damages in an amount estimated to be
$7,500,000 to $10,000,000.
G. Count VII: Against Sullivan, compensatory damages in an amount estimated to
be $7,500,000 to $10,000,000.
I. Count VIII: Against Sullivan, punitive damages in an amount no less than
J. Costs incurred in this action.
K. Pre- and post-judgment interest at the statutory rate.
L. Such further relief as this Court deems just and proper.
Demand for Jury Trial
Pursuant to Federal Rule of Civil Procedure 38, Elwood demands trial by jury on all
issues triable of right by jury.
Dated: July 12, 2013 Respectfully submitted,
/s/ J. Douglas Baldridge
J. Douglas Baldridge (DC Bar #437678)
Caroline P. Gately (DC Bar 431227)
Moxila A. Upadhyaya (DC Bar #494373)
575 7th Street, NW
Washington, DC 20004
Counsel for Defendants/Counterclaim Plaintiffs
Robert Elwood & Stacey Elwood
Case 1:13-cv-00536-RBW Document 11 Filed 07/12/13 Page 32 of 33
CERTIFICATE OF SERVICE
I hereby certify that on this 12th day of July, 2013, a copy of the foregoing was delivered
Michael S. Sundermeyer
Robert M. Cary
Simon A. Latcovich
WILLIAMS & CONNOLLY LLP
725 12th Street, N.W.
Washington, DC 20005
Counsel for Headfirst Baseball LLC, Headfirst Camps LLC, and
Brendan V. Sullivan III
/s/J. Douglas Baldridge
J. Douglas Baldridge
Case 1:13-cv-00536-RBW Document 11 Filed 07/12/13 Page 33 of 33
C.Á. No. 1:13-cv-00536-TFH
EXHIBIT A TO COUNTERCLAIM
Case 1:13-cv-00536-RBW Document 11-1 Filed 07/12/13 Page 1 of 18
LIMITED LIABILITY COMPANY AGREEMENT
RED SOX CAMPS, LLC
This Limited liabilty Company Agreement (the "Agreement") of Red Sox
Camps. LLC. a District of Columbia limited liabilty company (the "Company"). is entered
into by and between the Company and the Initial Members set forth on Schedule 1.
Capitalized terms used herein and not otherwise defined have the meanings set forth on
Exhibit A hereto.
1. Formation: Agreement,
The Company was formed effective as of July 16, 2010 upon the filing of
the Articles of Formation with the Mayor of the Distnct of Columbia. Subject to the Act,
the Company shall be governed in its affairs in accordance with this Agreement. as it
may be modified or supplemented from time to time. This Agreement shall be deemed
to be effective as of July 16,2010.
The name of the Company is Red Sox Camps, LLC.
3. Principal Business Offce: Other Offces
The principal business offce of the Company shall be located at 2440
Wisconsin Avenue. N.W., Suite 201. Washington. D.C. 20007. or at such other location
as may hereafter be determined by the Managers. The Company may have such other
offces as the Managers may designate from time to time.
4. Registered Offce.
The address of the registered offce of the Company in the District of
Columbia js 1015 15th Street, NW, Suite 1000, Washington. D.C. 20005.
5. Registered Agent.
The name and address of the registered agent of the Company for service
of process on the Company in the District of Columbia is CT Corporation System.
Case 1:13-cv-00536-RBW Document 11-1 Filed 07/12/13 Page 2 of 18
6. Initial Members.
The name. mailng address and limited liabilty company interest of the
Initial Members are set forth on Schedule 1.
7. Authonzed Persons; Certificates.
The Manager and each Offcer (as hereinafter defined), acting individually
or collectively. shall be the designated "authonzed persons" of the Company for
purposes of the Act and are hereby authorized. among other things, to execute. deliver
and file any certificates (and any amendments and/or restatements thereof) (i) to be
filed in the District of Columbia. or (ii) necessary for the Company to qualify to do
business in any jurisdiction in which the Company may wish to conduct business.
The Company is formed for the object and purpose of. and the nature of
the business to be conducted and promoted by the Company is, engaging in any lawful
act or activity for which limited liabilty companies may be formed under the Act,
The Company shall have the powers provided for a limited liabilty
company in the Act.
a. Managers. The business and affairs of the Company shall be managed
from time to time by its designated Managers. Subject to the limitations imposed by the
Act and this Agreement, and subject specifically to the terms of Section 10(b) hereof.
the Managers. in their full. and absolute discretion, wil manage and control. have
authority to obligate and bind, and make all decisions affecting the business and assets
of the Company. The Initial Members shall be the Managers, and each Initial Member
shall remain a Manager for as long as such Initial Member remains actively engaged in
the business of the Company. A Manager may resign as the Manager at any time by
giving written notice to the Members. Managers shall act by majority vote. except that
the following shall require the unanimous approval of the Managers; (i) fillng any
Manager vacancy and (ii) decisions regarding the amount of management fees to be
paid by the Company to any affliate of the Company.
b. MajQr Decisjons. Notwithstanding any other provision of this Agreement.
in the event that there is more than one Member of the Company. the Managers wil not
Case 1:13-cv-00536-RBW Document 11-1 Filed 07/12/13 Page 3 of 18
have the right or authority to take any of the following actions (each. a "Major Decision")
on behalf of the Company without the prior consent of Members holding a majorlty-in-
interest of the outstanding interests in the Company:
(i) Sellng, hypothecating or otherwise transferring or disposing
of all or substantially all of the assets of the Company; or
(ii) Merging. reorganizing or otherwise
engaging In any
business combination with any other entity.
a. General. The Managers may. from time to time as they deem advisable,
select natural persons who are employees or agents of the Company and designate
them as offcers of the Company (the "Offcers") and assign titles (including President,
Vice President, Secretary, and Treasurer) to any such person. A person may hold more
than one offce.
b. Offcers as Agents. The Ofcers, to the extent of their powers set
forth in this Agreement or otherwise vested in them by action of the Managers not
inconsistent with this Agreement, are agents of the Company for the purpose of the
Company's business, and the actions of the Offcers taken in accordance with such
powers shall bind the Company.
12. Limited Liability.
Except as otherwise expressly provided by the Act, the debts, obligations
and liabilties of the Company. whether arising in contract, tort or otherwise. shall be
the debts, obligations and liabilties solely of the Company. and neither any Member nor
any Manager shall be obligated personally for any such debt, obligation or liabilty of the
Company solely by reason of being a Member or Manager of the Company.
13. Capital Account: Capital Contributions.
a. Capital Accoynt
Each Member shall have a separate capital account, which account
shall be maintained in accordance with Section 704(b) of the Code.
b. Capjtal Contributions.
Members are not required to make any capital contributions to the
Company. However, Members may make additional capital contributions to the
Case 1:13-cv-00536-RBW Document 11-1 Filed 07/12/13 Page 4 of 18
Company at any time upon the written consent of the Managers and such Member.
The Initial Members are herewith making an initial capital contribution set forth on
Schedule 1, and the Inital Members shall have the Interests set forth on Schedule 1.
The provisions of this Agreement. including this Section 13. are intended solely to
benefit the Members and. to the fullest extent permitted by law. shall not be construed
as conferring any benefit upon any creditor of the Company (and no such creditor of the
Company shall be a third-part beneficiary of this Agreement). and no Member shall
have any duty or obligation to any creditor of the Company to make any contribution to
the Company or to issue any call for capital pursuant to this Agreement.
c. No Interest on Capital Contributions. Except as otherwise
expressly provided herein. no Member shall receive from the Company any interest on
Its capital contribution to the Company or its capital account.
d. Retyrn of CapUal Contribytions. No Member shall have the right to
withdraw any capital contribution or to demand and receive propert of the Company.
Except as may be specifically provided in this Agreement, no Member shall have the
right to any distribution in return for its capital contiibution. No Member shall receive out
of Company propert any part of its capital contribution except as otherwise provided in
this Agreement until all liabilities of the Company. except liabilties to Members on
account of their capital contributions. have been paid or there remains propert of the
Company suffcient to pay them.
14. Allocation of Profis and Losses: Taxès.
a. The Company's profits and losses shall be allocated to Members in
proportion to each Membets respective Interest.
The Company shall be treated as a partnership for federal income
c. Brendan V. Sullvan is hereby designated as the "tax matters
parter" (as defined in the Code) of the Company for each taxable year of the Company
(the "TMptI) and is authorized and required to represent the Company (at the
Company's expense) In connection with all examinations of the Company's affairs by
tax authorities. including resulting
administrative and judicial proceedings, to take all
other actions authorized or required by the Code for the TMP and to expend Company
funds for professional services and costs associated therewith. Any expenses Incurred
by the TMP in carring out its responsibilties under this Section 14(c) shall constitute
Company expenses for which the TMP shall be reimbursed.
Case 1:13-cv-00536-RBW Document 11-1 Filed 07/12/13 Page 5 of 18
Distributions shall be made to Members at the times and in the aggregate
amounts determined by the Managers, proportionate to each Member's Interest. The
Company shall make distributions to the Members in amounts intended to enable
the Members to discharge their United States federal, state and local income tax
liabilties arising from the allocations made pursuant to Section 15. Notwithstanding
any provision to the contrary contained in this Agreement, the Company shall not be
required to make a distribution to any Member on account of its interest in the Company
if such distribution would violate Section 18-607 of the Act or any other applicable law.
16. Books and Records: Bank Accounts.
a. The Managers shall keep or cause to be kept complete and
accurate books of account and records with respect to the Company's business. The
books of the Company shall at all times be maintained by the Managers. Members and
their respective duly authorized representatives shall have the right to examine the
Company books, records and documents during normal business hours. The
Company. and the Managers on behalf of the Company, shall not have the right to keep
confidential from any Member any information that the Managers would otherwise be
permitted to keep confidential from a Member pursuant of the Act. The Company's
books of account shall be kept using the method of accounting determined by the
Managers. If the Company chooses to have its accounts reviewed or audited by an
independent public accounting firm, such firm shall be selected by the Managers.
b. All funds of the Company wil be deposited in its name in an
account or accounts maintained with such bank or banks selected by the Managers.
The funds of the Company wil not be commingled with the funds of any other Person.
Checks wil be drawn upon the Company account or accounts only for the purposes of
the Company and shall be signed by the Managers or any authorized Offcer of the
17. Indemnification. The Company shall indemnify, defend and hold
harmless, to the fullest extent permitted by law, (i) each Member. (ii) each Manager, (ii)
the TMP and (iv) each director. offcer, agent, partner, employee, consultant, and
Affliate of each Member, any Manager, the TMP and the Company, or of any of their
Affliates (individually, an IIlndemnifed Partll), as follows:
a. The Company shall indemnify and hold harmless, to the fullest
extent permitted by law. any Indemnified Part from and against any and all losses,
claims, damages, liabilties, expenses (including legal and other professional fees and
expenses), judgments, fines, surcharges, tax penalties, settlements, and other amounts
Case 1:13-cv-00536-RBW Document 11-1 Filed 07/12/13 Page 6 of 18
("Indemnified Costs") arising from all claims, demands, actions, suits, or procedings
("Actions"), whether civil, criminal. administrative, or investigative, in which the
Indemnifed Part may be involved, or threatened to be involved, as a part or otherwise
arising as a result of its status as (i) a Member of the Company, (ii) a Manager, (ii) the
TMP, (iv) a liquidating trustee, (v) a director, offcer, agent, employee, consultant, or
Affliate of the Company or of any subsidiary or Affliate of the Company or the TMP with
respec to which such Indemnified Person so served at the request or direction of the
Company, or (vi) a director, offcer, agent. employee, consultant. administrator. trustee
or fiduciary with respect to any employee welfare plan or program or employee benefit
plan or program with respect to which such Indemnified Person so served at the request
or direction of the Company or any subsidiary, in each case regardless of whether the
Indemnified Part continues in such capacity at the time any such liabilty or expense is
paid or incurred, and regardless of whether any such Action is brought by a third part,
a Member, or by or in the right of the Company; provided, howver, that no such Person
shall be indemnified hereunder for any Indemnified Costs that proximately result from
such Person's gross negligence or wilful misconduct.
b. The Company shall payor reimburse, to the fullest extent allowed
by law and consistent with Section 17(a). in advance of the final disposition of the
proceeding, Indemnified Costs incurred by the Indemnified Part in connection with any
Action that is the subject of Section 17(a), provided, hOwever, that the Indemnified Party
shall provide to the Company written confirmation that the I ndemnified Part wil return
any amounts so advanced by the Company to the extent that it is subsequently
determined that the Indemnified Part was not entitled to receive such amounts
advanced. It shall not be a condition of any such undertaking that it be secured. and
the financial capacity of the Indemnifed Part shall not be considered in connection with
this Section 17(b).
c. Notwithstanding any other provision of this Section 17, the
Company shall payor reimburse Indemnified Costs incurred by an Indemnified Part in
connection with such Person's appearance as a witness or other participation in a
proceeding or investigation involving or affecting the Company at a time when the
Indemnified Part is not a named defendant or respondent in the proceeding.
d. An Indemnified Part shall be fully protected in relying in good faith
upon the records of the Company and upon such information, opinions, report or
statements presented to the Company by any Person as to matters the Indemnifed
Part reasonably believes are within such other Person's professional or expert
competence and who has been selected with reasonable care by or on behalf of the
Company, including information. opinions. reports or statements as to the value and
amount of the assets, liabilties or any other facts pertinent to the existence and amount
Case 1:13-cv-00536-RBW Document 11-1 Filed 07/12/13 Page 7 of 18
of assets from which distributions to any Member might properly be paid.
e. To the extent that, at law or in equity, an Indemnified Part has
duties (including fiduciary duties) and liabilties relating thereto to the Company or to
any other IndemnIfied Part, an Indemnified Part acting under this Agreement shall not
be liable to the Company or to any other Indemnified Part for its good faith reliance on
the provisions of this Agreement or any approval or authorization granted by the
Company or any other Indemnified Part. The provisions of this Agreement, to the
extent that they restrict the duties and liabilties of an Indemnifed Part otherwise
existing at law or in equity, are agreed by the Initial Members to replace such other
duties and liabilities of such Indemnified Part.
f. The foregoing provisions of this Section 17 shall survive any
terination of this Agreement.
18. Transferabilty of Membership Interests
a. Without the prior written consent of the Managers pursuant .to
Section 20, (a) no Member may voluntarily or
involuntarily transfer, or create or suffer to
exist any encumbrance against, all or any part of such Member's record or beneficial
interest in the Company, and (b) no Person may be admitted to the Company as a
b. No assignee or transferee of an Interest shall be admitted as a
substituted Member of the Company unless, in addition to compliance with the other
conditions set forth in Section 18(a), all of the following conditions are satisfied:
(i) The assignee or transferee has executed and delivered all
documents deemed appropriate by the Managers to reflect such Person's admission to
the Company and agreement to be bound by this Agreement; and
(ii) If requested by the Managers, payment has been made to
the Company of all costs and expenses of admitting such transferee or assignee as a
c. Unless admitted to the Company in accordance with Section 18(b),
the transferee of an Interest or a part thereof shall not be entitled to any of the rights.
powers, or privileges of its predecessor in interest, except that such transferee shall be
entitled to receive and be credited or debited with Its proportionate share of profits,
losses and distributions hereunder.
Case 1:13-cv-00536-RBW Document 11-1 Filed 07/12/13 Page 8 of 18
19. Buy-Sell Agreement
a. Each of the following events shall constitute a "Buy-Sell Event"
under this Agreement:
(i) The death, declaration of legal incompetence, or dissolution
and winding up of a Member;
(ii) A judicial determination of the insolvency of any Member;
(ii) Any filing of a petition or suit under the bankruptcy laws by
or against a Member that is not dismissed within sixty (60) days;
(iv) Any purported voluntary or involuntary transfer or
encumbrance of all or any part of a Member's Interest in a manner not expressly
permitted by this Agreement; or
(v) Any withdrawal by a Member from the Company or from
active involvement in the business of the Company, as determined by the Company.
b. Upon the occurrence of a Buy-Sell Event, (I) the Member to whom
such event has occurred (the "Withdrawing Member"), or its executor, administrator, or
other legal representative in the event of death or declaration of legal incompetency, or
(ii) in the event of a withdrawal pursuant to Section 19(a)(v), the Managers shall give
notice of the Buy-Sell Event (the "Buy-Sell Notjce") to the other Members within ten (10)
days after its occurrence. If the Withdrawing Member fails to give the Buy-Sell Notice
following any Buy-Sell Event pursuant to Sections 19(a)(i)-(iv), a Manager may give the
notice at any time thereafter and by so doing commence the buy-sell procedure
provided for In this Section 19.
c. Upon the occurrence of a Buy-Sell Event, each of the Members,
except the Withdrawing Member, shall have an option to purchase (the "Purchase
Option") the Withdrawing Member's Interest or any portion thereof at fair market value,
with the application of appropriate illquidity and minority discounts, as reasonably
determined by the Company. This right wil be allocated among the Members who elect
to purchase (the "Purchasing Members") in the proportion they mutually agree upon. or,
in the absence of agreement, in the ratio that each of the Purchasing Member's Interest
bears to the aggregate Interests of all Purchasing Members. The Purchasing Members
must give notice of their election to exercise their Purchase Option to the Withdrawing
Member and all other Members within thirt (30) days following delivery of the Buy-Sell
Case 1:13-cv-00536-RBW Document 11-1 Filed 07/12/13 Page 9 of 18
Notice. If the Purchasing Members fail to elect to purchase the entire Withdrawing
Membets Interest, the Company shall have thirt (30) days to give notice of its election
to purchase the portion of the Withdrawing Member's Interest not elected to be
purchased by the Purchasing Members.
d. The closing of the purchase of any Interest pursuant to this Article 9
shall take place on the date agreed upon by the purchaser(s) and seller, but not later
than ninety (90) days after the occurrence of the respective Buy-Sell Event. The
purchase price for each Membership Interest being purchased will be payable in full In
cash or, in the Purchasing Member's or Company's discretion. as applicable, a
purchase option note with a five-year maturity at a market rate of interest.
e. From the date of the occurrence of the Buy-Sell Event to the date
of the transfer of the Withdrawing Membets Interest under this Section 19, the Interest
represented by the Withdrawing Membets Interest wil be excluded from any calculation
of aggregate Interests for purposes of any approval required of Managers or Members
under this Agreement. Without limiting the generality of any other provision of this
Agreement, upon the exercise of the Purchase Option, the Withdrawing Member,
without furter action, wil have no rights in the Company or against the Company. any
Member, or any Manager other than the right to receive payment for its Interest in
accordance with this Section 19.
20. Admission Qf Additional Members.
One or more additional Members of the Company may be admitted to
the Company with the written consent of Members holding a majority-in-interest of the
limited liabilty company interests in the Company.
Case 1:13-cv-00536-RBW Document 11-1 Filed 07/12/13 Page 10 of 18
a. When Dissolved. The Company shall be dissolved and its affairs
shall be wound up upon the first to occur of the following: (i) at any time there are no
Members of the Company unless the business of the Company is continued In a
manner pennitted by the Act or (ii) the entr of a decree of judicial dissolution under the
b. Bankruptçy. The bankruptcy of any Member shall not cause the
Member to cease to be a Member of the Company and, upon the occurrence of such an
event, the business of the Company shall continue without dissolution.
. c. Winding Up. In the event of dissolution, the Company shall
conduct only such activities as are necessary to wind up its affairs (including the sale of
the assets of the Company in an orderly manner). and the assets of the Company shall
be applied in the manner, and in the order of priority, set forth in the Act.
d. No Defcit Restoration. Nothing contained in this Agreement shall
be constred to require any Member to restore any deficit in a capital accunt by
making any contributions to the Company.
During the tenn of this Agreement and for one.year following any
withdrawal, each Member agrees not to (i) conduct, manage or consult to, either directly
or indirectly, any business of any nature whatsoever. Which is in competition with the
Company in the same geographical area as the Company or (ii) employ. solicit or recruit
for employment or otherwise contract for, or assist any entity in soliciting, recruiting.
employing, or otherwise contracting for, the services of any person who was an
employee of the Company or any of its affliates.
23. Severability Qf ProvisiQOs.
Case 1:13-cv-00536-RBW Document 11-1 Filed 07/12/13 Page 11 of 18
Each provision of this Agreement shall be considered severable and
if for any reason any provision or provisions herein are determined to be invalid,
unenforceable or Illegal under any existing or future law, such invalidity, unenforceabilty
or ilegality shall not impair the operation of or affect those portions of this Agreement
that are valid, enforceable and legaL. If a court or other tribunal of competent jurisdiction
determines that any of the provisions of this Agreement are ilegal, void as against
public policy or otherwise unenforceable, then such provisions shall be modified to
the extent necessary to make such provisions enforceable and then enforced to the
full extent permissible under the applicable law consistent to the maximum extent
permissible with the intent of the parties hereto.
24. Entire Agreement
This Agreement (including the Schedules and Exhibits attached hereto,
which Schedules and Exhibits are incorporated herein by reference and made a part
of this Agreement) constitutes the entire agreement of the parties with respect to the
subject matter hereof and supercedes all prior written or oral statements, discussions
and agreements relating to the subject matter hereof.
25. Governing Law.
This Agreement shall be governed by and construed under the laws of the
District of Columbia without regard to any otherwise applicable conflict of laws principles
that would result in the application of the law of any other jurisdiction.
This Agreement may be modified, altered, supplemented or amended by
action of Members holding at least seventy-five percent of the limited liabilty company
27. Successors and Assigns
This Agreement wil be binding upon and inure to the benefit of the parties
hereto and their respective succssors and permitted assigns, and no other Person wil
have any rights, interest, or claims hereunder or be entitled to any benefits under or on
account of this Agreement as a third party beneficiary or otherwise and none of the
provisions of this Agreement shall be construed as existing for the benefit of any
Case 1:13-cv-00536-RBW Document 11-1 Filed 07/12/13 Page 12 of 18
creditor of any Member or of the Company; provided, however, that nothing in this
Section 27 shall be deemed to limit the rights of any "Indemnified Part under Section
17, and provided. further, that nothing contained in this Section 27 shall limit the
effectiveness of any restriction on transfers or pledges of limited liabilty company
interests contained herein.
The captions and headings of the sections of this Agreement are for
convenience of reference only and are not to be considered in construing or interpreting
any provisIon of this Agreement. Unless the context of this Agreement clearly requires
otherwise: (i) references to the plural include the singular, the singular the plural, and
the part the whole, (ii) references to one gender include all genders. (ii) "mil has the
inclusive meaning frequently identified with the phrase "and/or," (iv) "including" has the
inclusive meaning frequently identified with the phrase "including but not limited to"
or "including without limitation, II (v) references to "hereunder," "herein" or "hereof' relate
to this Agreement as a whole, and (vi) the terms "dollars" and "i" refer to United States
dollars, Any accounting term used herein without specific definiton shall have the
meaning ascribed thereto by U.S. generally accepted accounting practices. Section,
subsection, exhibit and schedule references are to this Agreement as originally
executed unless otherwise specified. Any reference herein to any statute, rule,
regulation or agreement, including this Agreement. shall be deemed to include such
statute. rule, regulation or agreement as it may be modified, varied, amended or
supplemented from time to time. Any reference herein to any Person shall be deemed
to include the heirs, personal representatives, successors and permitted assigns of
Any notice, demand, request or other communication which may be or is
required to be given, served or sent by any part to another pursuant to this Agreement
shall be in writing and shall be hand delivered (including delivery by courier so long as a
receipt or confirmation of delivery is obtained), sent by a recognized overnight delivery
service. mailed by first-class, registered or certified mall. return receipt requested,
postage prepaid or transmitted by facsimile transmission (followed by delivery of the
original of such document) addressed as follows;
If to a Member, at the last known address of such Member delivered to the
If to the Company: 2440 Wisconsin Avenue. N. W., Suite 201,
Case 1:13-cv-00536-RBW Document 11-1 Filed 07/12/13 Page 13 of 18
Washington, D.C. 20007.
Any part hereto may designate by notice, in the manner herein above provided, a
new address to which any notice. demand, request or communication may thereafter
be so given, served or sent. Each notice, demand, request or communication which
shall be mailed, delivered. or transmitted in the manner described above shall be
deemed suffciently given, served, sent and received for all purposes at such time as it
is delivered to the addressee (with the return receipt, the delivery receipt, the affdavit of
messenger, or, in the case of facsimile. electronic confirmation of reception with verbal
confirmation, being deemed conclusive evidence of such delivery) or at such time as
delivery is refused by the addressee upon presentation. Any party may change its
designated recipient for notices, address and/or facsimile number upon written notice to
the other parties to this Agreement.
(SIGNATURE PAGE FOLLOWS)
Case 1:13-cv-00536-RBW Document 11-1 Filed 07/12/13 Page 14 of 18
IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, has duly executed this Agreement effective as of the July 16, 2010.
Brendan V. Sullvan
Name: Brendan V. Sullvan
Robert M. Elwood
Case 1:13-cv-00536-RBW Document 11-1 Filed 07/12/13 Page 15 of 18
When used in this Agreement, the following terms not otherwise defined
herein have the following meanings:
"&." means the District of Columbia Limited Liabilty Company Act (D.C. Code
Ann. Section 29-1001 et seq.).
"Afliam" means, with respect to any Person, any other Person directly or
indirectly Controllng or Controfled by or under direct or indirect common Control with
"Agreemenl' means this Limited Liabilty Company Agreement of the Company,
together with the Schedules and Exhibits attched hereto, as amended, restated or
supplemented from time to time.
"Company" means Red Sox Camps, LLC.
"Control" means the possession, directly or indirectly, or the power to direct or
cause the direction of the management or policies of a Person, whether through the
ownership of voting securities or general partnership or managing member Interests, by
contract or otherwise. "Controllng" and "Controlled" shall have correlative meanings.
Without limiting the generality of the foregoing, a Person shall be deemed to Control any
other Person in which it owns, directly or indirectly. a majority of the ownership interests.
"Indemnified part" has the meaning set forth in Section 17(a).
"Interest" means the limited liabilty company interest in the Company held by a
"Managers" means Brendan V. Sullvan and Robert M. Elwood or such other
Manager elected pursuant to this Agreement.
"Major Decision" has the meaning given such term in Section 10(b).
"Member" means the Initial Members. and includes any Person admitted as an
additional member of the Company or a substitute member of the Company pursuant
Case 1:13-cv-00536-RBW Document 11-1 Filed 07/12/13 Page 16 of 18
to the provisions of this Agreement. The "Initial Members" are Brendan V. Sullvan and
Robert M. Elwood.
"Offcer" means an offcer of the Company as described in Section 11.
"PersQo1l means any individual, corpration, partnership, joint venture, limited
liabilty company, limited liabilty partnership, association, joint-stock company, trust,
unincorporated organization or other organization, whether or not a legal entity, and any
Case 1:13-cv-00536-RBW Document 11-1 Filed 07/12/13 Page 17 of 18
Brendan V. Sullvan
Robert M. Elwood
Inital Member and Interess
3704 A1bermarle Street, NW
Washington. DC 20008
3430 Quebec St NW
Washington. DC 20016
Case 1:13-cv-00536-RBW Document 11-1 Filed 07/12/13 Page 18 of 18
C.Á. No. 1:13-cv-00536-TFH
EXHIBIT B TO COUNTERCLAIM
Case 1:13-cv-00536-RBW Document 11-2 Filed 07/12/13 Page 1 of 3
F-!oL' FlvIJf:--,()d rn:,)':
Brendan Sullvan c:bsullvan~headfirstcamps.com~ Sun, Jan 29, 2012 at 10:50 PM
To: Rob Elwood c:moxiedoggy~gmaii.com~
I'd love to have this done by the end of this week. Had a long discussion with Ted this evening and he certainly
understands that there is urgency to this. He doesn't want anything dragged out any more than we do.
I of course agree that you and I have built this company together - no one, including Ted. disputes that for a
second or tnes to allocate credit anywhere or to anyone else. But i disagree pretty strongly with your thoughts
that this situation isn't complicated. I think it's really complicated.
It is complicated to me and it involves two people whose thoughts, feelings and well being I care a lot about. And
it causes me stress just like it causes you stress. And Ted as well. If it wasn't complicated, and there was an
easy solution, I would have found it and solved it a long time ago.
Founder & President
(202) 625-1921 ext. 102
On Jan 28,2012, at 9:06 AM, "Rob Elwood" c:moxiedoggy~gmaii.com~ wrote:
~ Can we please make it a goal to have this Ted IIc stuff completely finalized by Fnday this upcoming week? I
know you empathize but I can't tell you how much it is bothenng me every day it passes. "working on it" does not
really mean anything to me anymore. No reason to apologize for anything, i understand where it all stands, but it
gets worse for me in every passing day. On top of that I want to be able to focus our attention on our two
employees who are nkw patiently waiting for me and you to tell them something about future structure, so they
are sitting around asking me as well (hoov did on Fnday). I just want to see closure immediately so i can
personally focus on the business at hand. i wil be honest with you, nothing means that much to me nght right
now until this is settled as i have been patiently waiting. Not to get into your business Brendan, but Doug and i
would have had this settled the day you showed concem-so that, above anything is upsetting me the most about
all this...that i am not bejng treated as i would treat another person. The details have been there for 10 years and
not one thing has changed. It really is not that complicating when it all boils down to it..and if it truly is, i have a
nght to immediately know about it. The fact that it had been taking this long only suggests that there are major
concems/challenges that are beibg kept from me. Be it the case or not, it is now the perception. The fact that \
am writing another email about this is beyond frustrating as i wrote to you expressing my sincerest concerns
back on January 1. It has been close to two weeks since we came to a conclusion on what we would "offer" ted.
Since that time as a business- we have solved about 50 more logistically complicating tasks then having a
resolution to you and teddy IIc matters; therefor, it is really hard for me to understand your priorities. My tone is
harsh, i know, but understand that it is a tone that has boiled for years and now is bubbling over. Stacey asks
me every week if it has been resolved..and I keep tellng her that it is all good and "i trust Brendan is going to
figure it out soon". Well you can imagine how those conversations are going recently...especially since it has
been years of me giving the same answer. I need to go update my will in the next two weeks now that Drew is
here and a part of the family. I would really like to add into that paperwork my legal interest in the company I built
with you (not Ted). Think about it all from my angle, Brendan.
Case 1:13-cv-00536-RBW Document 11-2 Filed 07/12/13 Page 2 of 3
~ Rob Elwood
~ Chief Executive Officer
~ Headfirst Camps
~ 202.625.1921 ext. 103
Case 1:13-cv-00536-RBW Document 11-2 Filed 07/12/13 Page 3 of 3
C.Á. No. 1:13-cv-00536-TFH
EXHIBIT C TO COUNTERCLAIM
Case 1:13-cv-00536-RBW Document 11-3 Filed 07/12/13 Page 1 of 7
Headfint Baseball 2002 Profit & Loss
01/01/2002 Through 12ßI/002
05/19/2003 Page I
Ca~gorrD~!(r~ptioll~_. ... ~l3~~~
Advertising & Marketing-Advertising
TOTAL Auto.Automobile Expenses
8ank Charge.Bank Charge
Camp Meals.Lunches for students
Charity.Charitable Donations. Cash
Dues and Subsciptions.Dues and Subscriptio...
Insurance, Bus.lnsurance (not health)
Interest Exp-Interest Expense
Legal.Prof Fees.Legal & Prof. Fees
Meals & Entertn.Meals & Entertinment
Postage & Mailng
Printing and Reproduction-Printing and Repr...
TOTAL Rent.Housing Rent
Soc Sec-Soc Sec Tax
Tax, Busines- Taxes & Licenses
TOTAL Tax, Business.Taxes & Licenses
Travel, Bus-Busines Travel Expense
Utilities.Water, Gas, Electric
Web & Online Hosting
TOTAL Utilities-Water, Gas, Electnc
Wages. Wages & Job Credits
TOTAL Salary.Salary Income
TOTAL Wages.Wages & Job Credits
Case 1:13-cv-00536-RBW Document 11-3 Filed 07/12/13 Page 2 of 7
Date Account l/urn
õïïii-:: ãà-¡kõC ï96S--- Ã;;rew Siegel
03/09/... Bank of A... 1993 Shogini Systems
08/06... 8ank of A... 1219 Andrew Siegel
12/021. 8ank of A... 236 Julie Mowcoan
OL/O//... Bank of A... AOl
01/01/... 8ank of A... Verizon
01/08/... Bank of A... Microsoft 8Central
0l14/... 8ank of A... AOl
01/14/... 8ank of A... Computer friends
01/15/... Bank of A... Verizon
02/B... Bank of A... Microsoft 6Central
02/13/... Bank of A... AOL
03/11/... 8ank of A... Microsoft BCentral
03(l/... Bank of A... AOL
04(15/... Bank of A... AOl
OS/2/... Bank of A... AOL
06/25/... 8ank of A... AOL
11112/... Bank of A... AOL
12/12/... Bank of A... AOL
05/09... USA CC Microsoft BCentral
06/10/... USA CC Microsoft BCentral
01/08/... USA CC Microsoft 8Central
08/08... USA CC Microsoft BCentral
09/09... USA CC Microsoft BCentr
10116/... USACC AOL
10/21/... USA CC Microsoft BCentral
11/04/... USACC AOL
TOTAL Web & Online Hosting
TOTAL Utilities. Water, Gai. Electric
12/08/... Bank of A... 2385
05/01/... 8ank of A... 2044
05/011... Bank of A... 2045
09(/... 8ank of A... 2299
09/2/... 8ank of A... 2300
02/06/... 8ank of A... 1960
06/10/... Bank of A... 2078
02/04... 8ank of A... EF
03/01/... Bank of A... EF
03/19/... Bank of A... 2002
04/01/... Bank of A... EF
05/01/... Bank of A... Ef
06/03/... Bank of A... EF
06/06... Bank of A... 2011
07/01/... Bank of A... 2114
01/02/... Bank of A... Ef
08/01/... Bank of A... Ef
Wl41. Bank of L 225
i/03/... Bank of A...
ô9/05... Bank of A...
09/14/... Bank of A... 2282
09/1/... Bank of A... 228
Wages.Wages & Job Credits
SU8TOTAL Wages-Wages & Job Credits
S Michael Barry
TOTAL Employee Advance
John Alden We Insurance
John Alden We Insurance
Utilities:Web & Online Hosting
Utilties:Web & Online Hosting
Utilties:Web & Online Hosting
Utilities:Web & Online Hosting
Utilities:Web & Online Hostng
Utilties:Web & Online Hosting
Utilities:Web & Online Hosting
Utilities:Web & Online Hosting
Utilities:Web & Online Hosting
Utilities:Web & Online Hosting
Utillies:Web & Online Hosting
Utilities:Web & Online Hosting
Utilities:Web & Online Hosting
Utilities:Web & Online Hosting
Utilities:Web & Online Hosting
Utilties:Web & Online Hosting
Utilities:Web & Online Hosting
Utilties:Web & Online Hosting
Utilities:Web & Online Hosting
Utilities:Web & Online Hosting
Utilties:Web & Online Hosting
Utilities:Web & Online Hosting
Utilities:Web & Online Hosting
Utilitiel:Web & Online Hosting
Utilities:Web & Online Hosting
Utilties:Web & Online Hosting /
Utilities:Web & Online Hosting I
~..." ~1~)""~~ V
Honor Roll Camp 1099' ".. '\ Wages/HRoll2002 Inc ~
p-)~_/ , l' I' l
G/Llc;. I R
Ileadfìrst Tax Category Detail 2002
01/01/2002 Through 12ß1!2002
...... . ÖëtÕI~Jã~OlWeb design ---_.-
Web Design.7hrs 1099
credit for overcharge-online service
credit for overcharge.online service
return of advance
JAlIC GJ. feb & Mar health ins
Jnhn Alrl~n Aiig
2 months HC .RE & Sean Flikke
HC -RE, 8S, Eddy Welling & Sean Flikke
-- ii -"--::ÕÕ
Wages:Salary:Employee Advance í
Wagei:Salary: hea Ithca re
Case 1:13-cv-00536-RBW Document 11-3 Filed 07/12/13 Page 3 of 7
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--'_.__..__._~_..~_.----.~fi.~--1b(N:~~_..E~':_.__~__._.'-_DOLLARS 6:t ~7:
'Bankof-Amei'ica" . . .. .. ..
HÊÂÐ'FIRST BASEBALL, LLC
:-48'VST. N.W. S:rE 3
WAs'HIÑèTON; DC . iOO7-Sl1
AGH AI OG40f204
Case 1:13-cv-00536-RBW Document 11-3 Filed 07/12/13 Page 4 of 7
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HEADFIRST BASEBALL, LLC 03-97
48 V ST. N.W. STE 3
WASHINGtON, DC' 2ÒOO7-1511 -i / )
r DAtE_Llfr O-:
..1 ri'l~:t OF_..._Jl~6. ~J 'vov_..____._..._.................._.______..._.__.._______J $
-: OCO. 0.,
_...__.___...DOLLARS 6J =':
ACH I1 054.0012Q4
Case 1:13-cv-00536-RBW Document 11-3 Filed 07/12/13 Page 5 of 7
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Case 1:13-cv-00536-RBW Document 11-3 Filed 07/12/13 Page 6 of 7
Case 1:13-cv-00536-RBW Document 11-3 Filed 07/12/13 Page 7 of 7
C.A. No. 1:13-cv-00536-TFH
EXHIBIT D TO COUNTERCLAIM
Case 1:13-cv-00536-RBW Document 11-4 Filed 07/12/13 Page 1 of 4
BANK OF AMERICA, N.A. (THE "BANK")
Account Number 2
Account Type BUSINESS II\TEREST MAXIMIZER
Account Title. HEADFIRST BASEBALI"J_L""l,C.
Limited Liabilty Company
o Temporary Signature Card
.- .~~_._--~...-,~-- .._-------~.__.....-_.-
Name of Company HEADFIRST BASEBALL.Ll~____.__.__.._..-_.------
Tax Identifcation Number I ) . '-'--
By signing below, the above named Association agrees that this account is and shall be governed by thc te"ms and conditions get forth in the following documents, as
amended from time to time: (1) the Deposit Agreement and Disc108Ulcs, (2) the Business Schedule of Fees, and (3) the Miscellaneous Fees for Business Accounts, and
the Association furthei: acknowledges the i'eceipt of these documents.
Substitute Form W-9. Certifcation-Under penalties of perjury, I certify that: (1) The number shown on this form is the correct
taxpayer identHication number (or I am waiting for a number to be issued to me), Cind pa I am not subject to backup
witi.holding because: (A) I flm exempt from backup withholding, or (B) I hflve n~t b~en notifed by the Internal Re~enue Service
(IRS) that I am subieet to bflcknp withholding as a result of a failure to report 'all inleres.t or dividends, or (C) The IRS has
notified me that I cim no longer subject to bCickup withholding, and (3) I flm a U.S. pèrson (including a U.S. resident allen).
You must Cl'5S out item (2) above if you hiive been notified by the IRS that you are current.ly subjectto backup withholding because of underreporting interest or
dividends on your tax return. (See also rns instruct.ions for Form W-9).
The Intern'al Revenue Servioe does not require your oonsent to any
provision of this document othar than the certifications required to avoid
Name (typed or printed)
1.. & l-( r r Æ /WO(? iJ
2. 13Le1t:l4.r ,£i / ¡" V'P 1"
I, the undersigned, hereby certify (1) tliat r am a duly authorized member/manager of the Company named above. (2) ¡,hat the above named person"i) are those persons
currently empowered to act "nder the Company resolutìons authorizing this accoiint find 11,e ot;her banking services provided fOl' therein, (3) that the specimen
signature set forth oppo~i~ J)e name of eacl~ perso~, is true and genuine: and (4) the SUhSl:t .Form W-9 certifica.tion.
This...-daYOf ¡rio/ 2PtJ6 _. . 'Iy'tc-ft~..
ATM/Deposit/Cheek Card Request
Provided that the account referenced above is eligible to receive automat.ed t.eller machine cards and/or Check Cards, I (as authorized by the
resolu1;ons which aut.horize this account) hereby request the issuance of such cards t.o any of the authorized signers .on this account.
Dat.e __Q.1/25/gQQL____.____.... Banking Center Name .__TELEPHONE BANKING ADMIN -,--'--....-----...----.-----
AssocÎate's Name ROBERT FEA~STER Associate's Phone NUl1ber"§QQ.360.50~
~5.J4.9(JllM 08.200l NDe
Case 1:13-cv-00536-RBW Document 11-4 Filed 07/12/13 Page 2 of 4
'NK OF AMERICA, N.II. (THE "BANK")
Certified Copy of Limited Liabilty Company Resolutions..
Opening and Maintail1ing Deposit Accounts and Services
Name of Limit.ed Liabilt.y COmpallY HEADFIRST BASEBALL LLC
1, the undersigned, hereby certify to BANK OF AMERICA, N,A,
.__, that I ani altJie
and the designated keeper of the records and minutes of HEADFIRST BASEBAll iie, a (;ited liabilty
company 0 professiona limited liability company duly organized and existing under the laws of the State of 4 Jgt 1.,'''J .¡.1, Dc. (the
"Company"); that I have full authority to manage, represent, sign for and bind the Company, that the follow,ing is a true copy of
resolutions duly adopted
by a majority of the members/managers of said Company at a meeting duly held on the kday of Ae Y" I , ~ , at which a quoruin
was present and acted throughout or adopted by the writtn consent of a majol'ty of
the members/managers; alid that such resolutions are in full force
and effect and have not been aniended or rescinded.
1. Resolved, that BANK OF AMERICA, N ,A, (the "Bank") is hereby designated as a depository of the Company and that deposit
accounts and/or time deposits (CDs) be opened and maintaned in the iiame of this Company with the Bank in accordalice with the terms
of tle Bank's
Deposit Agreement and Disclosures and the applicable rules and reguations for such accounts; that aliy
one of the following members, maliagers, or
emizloyees ~~ r
_N~aia:ililee,_~~_ __. _ fi.U~:: Title/Status
is hereby authorized, on behalf of this Company and in its name, to execute and to sign any application, deposit agreement, sigiiatUle card alid any other
doeUlnentation required by Bank to open said accounts; to sign checks, drafts, notes, bils of exchange, acceptances, time deposits (CDs) or other orders for
payment of money; to endorse checks, drafts, notes, bils, time deposits (CDs) 01' other instruments owned or held by thisCompallY for deposit with Bank
or for eollection 01' discouiit by Eank; to accept drafts, acceptances; and other instruments 'payable at Banl(; to place orders witn Bank for the pUlchase
and sale of foreign currencies on behalf of this Company; to execute and deliver an electronic fund transfers agreement alid to make transfers or
withdrawals by electi'onk tralisfer on behalf of the Company; to obtain an access device (including but not limited to a card, code, or other means of
access to the Company's accounts) that may be used for the purpose of initiating electronic fund transfers (Company agrees and acknowledges that
neither the Electronic Funds Transfer Act (15 U.s.C. 1693 et seq.) noi' Regulatioii E (12'C.F,R. Part 205) are applicable to any such access device); to
establish and maintain a night deposit i;elationship; to execute and deliver a wie tral1sfer agreement and to request, or to appoint alid !Ìelegate from
tin1.e to t.ime such persona who may request, wires of funds; to enter into any agree'ments with the Bank for the provision by Baiik of val'ious Treas1lY
Management services to this Company as such member, manager or employee maY' determine, in his or her sole discretion, and to sign any and all
documents and take all actions required by Bank relative to such TreasUl'Y Management ~ervices or the performance of the Company's obligations
thereunder, and that any such TreaslUý Managemeiit agrèeiient(s) shall remain ii~ full force and effect until writt.en notice to terminate given in
accordance with the terms of any such agreement shall have l:eenreceived by Bank and that such termination shall not affect any action taken by the
Bank prior to such t.ermination; to rent or lease a safe deposit box from Bank, to execute the rental agreement or lease, to enter the safe deposit box and
to terminate the rental agreement or lease; t.o take whatever other actions or enter into whatever other agi'eements relating t.o the accounts or
investinent of funds ili such aCC?Ul1ts with Bank and to execute, alnend, supplement and deliver to Bank such agi'eements 011 behalf of the Compaliy upon
such terms and conditions as such member, manager or einployee may deem apprppriate and to appoint and delegate, from time to time, such person(s)
who may be authorized to enter into such agreements alid take any other actions'pUl'suant to such agreements in connection with said accounts that the
member, manager or employee deemsnecessai'y; and to waive presentment, demand, protest, and notices of protest or dishonor of any check, note, bil,
draft, or other instrument made, drawn or endorsed by this Company; and
2. Futlher Resolved, that t.he Bank be and is hereby authorized to honor, receive, certify, payor exchange for money orders 01' other instruments all
inst.ruments signed in accordance with the foregoing resolutions even though such payment may create an overdraft or even though such instruments
may be drawn or endorsed to the order of any member, manager or employee signing the same or tendered by such member, manager or employee or a
third party for exchal1ge or eashing, or in payment of the individual obligation of such member, maliager or employee, or for deposit to such member's,
manager's 01' employee's personal account and Bank shfÛ not he required or be uuder aliy obligation to'inquire as w the circumstances of
the issuance or
use of any instrument signed in accordance with the foregoing resolutions or the application or disposition of such instrument or the proceeds thereof;
and, f\lt.lier, that t.he Bank is authorized to honoi' aliy instructions regarding withdrawals, orders for payment or transfer of funds whether oral, by
telephone or electronic means if such w~thdrawal, orders or transfer are initiated by an above authorized inember, manager oj' employee; and
,'Ç;~ ",fft,'§f smB:
Case 1:13-cv-00536-RBW Document 11-4 Filed 07/12/13 Page 3 of 4
3. Further Resolved, that the Baiik be and is hereby requested, authorized and diected to honor and to treat as authorized, checks, drafts 01'
othei' orders for the payment of money di'awn 01' purportedly drawn in this Company's name, including those payable to the indìvid1ll order of any
'1'8011 whose name appeai's thereon as signer thereof, when bearing or purporting to heai' the facsiniile sigl1atLU'e of a member, manger or
,tJ1orized in the foregoing resolutions and the Ban shall be entitled to honor, to treat as authorized, and to charge this Company for 8uch checks,
drafs, or other orders regardless of by whom or by what means the actual or purorted facsimile signature thereon may have been affued thei'eto, if
such signature resembles the facsimile specime.n duly certifed to or fied with the Bank by a member/manger of this Company or if such facsimile
signatiue resembles any facsimile signature previously affixed to aiiy check, di'aft, ol'other order drawn in the Company's l1anie, which check, di'af,or
other order was accepted and paid 'without timely objection by the Company, thereby ratifing the use of such facsimile signature; and the Compay
hereby indemnifes and holds the Baiik hai'mless against any and all loss, cost, damage or expense suffered or hiciured by the Bank arishig out of or in
aiiy way related to the misuse or unlawful 01' unauthorized use by a person of such facsimile signatiue; and
4. Further Resolved, that endorsements for deposit may be evidenced by the name of the Company being written or stamped on the check 01' other
instrument deposited, without designation of the pai'ty making the endOl'sement, and the Bank is authorized to supply any endorsenient on aiiy
instrument tendered for deposit 01' collection; and
5. Further Resolved, that a duly authorized member/manager of this Company shall certify to the Ban names aiid signatures of pei'sons
authorized to act on behalf of this Company under the foregoing resolutions and shall from time to time hereafr, as changes in the identity of said
members, manager, and employees ai'e made, immediately report, fun1Ísh and certify such chaiiges to the Bank aiid shall submit to.the Bank a new
account sigliatiue card reflecting such change(s) Íll order to make such changes effectve aiid the Ban shall be fuly protected in i'elying on such
certifcations and shall be indemnified aiid saved harmless from any claims, demands, expenses, losses, 01' dainages resulthig from, or gl'owing out of,
honoring the signature of any member, manager, or employee so certified, 01' refusing to honor any signature not so certified; and
6. Further 'Resolved, that the foregoing resolutions shall remain in ful force and effect and the authority herein given to all of said persons shall
. remain h'revocable as fai- as the Bank is conceried until tlu'ee (3) business days afer the Bank is notifed in writing of the revocation of such authority
and that receipt of such notice shall not affect any action taken by the Baiik prior thereto; and
7. Further Resolved, that all transactions by aiiy member, manager, or employee of tlús Co~pany on its behalf and in its name witli the Banpríór
to the delivery to the Ban of a certified copy of
the foregoing resolutions are, in all respects, hereby l'atifed, confirmed, approved and adopted; and
8. Further .Resolved, that any member/manager be and hereby is, authorized aiid directed to certif these resolutions to the Bank aiid that the
provisions h€'.reof are in conforniity with the Ai-tides of Organization and Operating Agieement oftliis Company, .
In Witness Where f and intending to bind the Con'!any, i have hereunto subscribed my name as a member/manager oHhis Compaiiy, this
of , 7Øb. .
TELEPHONE BANKING ADMIN
Banking CEHlter Name
Associate's Phone Number
Case 1:13-cv-00536-RBW Document 11-4 Filed 07/12/13 Page 4 of 4
C.Å. No. 1:13-cv-00536-TFH
EXHIBIT E TO COUNTERCLAIM
Case 1:13-cv-00536-RBW Document 11-5 Filed 07/12/13 Page 1 of 5
FOUNDER & CEO
FOUNDER & PRESIDENT
As Washington, DC natives and childhood friends, we started Headfirst in 1996 with
the vision of providing top-notch sports and summer day camp programs for kids in
the Washington, DC area. Years later, Headfirst's award-winning camps have earned
the reputation as the best summer camps in DC, Bethesda and McLean, making a
difference in the lives of thousands of young campers while providing them with
exceptional summer experiences they wil remember for a lifetime.
How did Headfirst Camps become the #1 summer camps in the DC area? We have
first-rate facilties at the area's top schools. Our experienced staff and excellent
camper-to-counselor ratio (6:1 for younger campers and 7:1 for older campers)
allows our campers to benefit from individual and small group learning, whether
they are doing an art project, a science experiment, learning to swim or perfecting
their athletic skills. Our emphasis on effort over results allows campers to discover,
make friends, learn and have fun in a positive environment.
Headfirst Camps offers more than a typical camp experience. Our traditions and
approach to teaching create a lasting impact on our campers' personal growth and
overall development - one that lasts well beyond their Headfirst Camp experience.
In particular, our daily all-camp morning and dismissal meetings are a Headfirst
trademark, creating an atmosphere of leadership, positive energy, team spirit and
an endless amount of fun and inspiration.
We founded Headfirst with the idea that every camper, player, counselor, coach
and family attending Headfirst would take away the lessons and experiences of
maximizing effort, leading, learning, building self-confidence and most of all
having fun. We look forward to seeing you at camp!
Play Smart, Have Fun!
Accredited members of the ACA (American Camp Associationil)
PS - Please visit our website at ww.headfirstcamps.com for more information
on our experienced staff, impressive facilties and camp philosophy.
Case 1:13-cv-00536-RBW Document 11-5 Filed 07/12/13 Page 2 of 5
Case 1:13-cv-00536-RBW Document 11-5 Filed 07/12/13 Page 3 of 5
Case 1:13-cv-00536-RBW Document 11-5 Filed 07/12/13 Page 4 of 5
..-." 'E..F7~P' ..mm.
Case 1:13-cv-00536-RBW Document 11-5 Filed 07/12/13 Page 5 of 5
C.A. No. 1:13-cv-00536-TFH
EXHIBIT F TO COUNTERCLAIM
Case 1:13-cv-00536-RBW Document 11-6 Filed 07/12/13 Page 1 of 7
515113 atlas innovators Mail f Brendan Csemergency
\ _~~I U~J ~~~~ ~n ~. .~
Play Smart Get Dirty
:; This message is in MIME format. Since your mail reader does not understand
this format. some or all of this message may not be legible.
so where are you?
wow. wish I was there myself
MOXIEDOGGY: dvds are 40 cents here
MOXIEDOGGY: se asia rocks
i dont have a ton of time right now so here Is the basic deal
MOXIEDOGGY: ok, shoot, thanks
and of course i trst that this Is in total confidence
so i'm at bedrock's new grand opening of the rocket bar expansion
its all winding up and I sit down for one for the road
ended up sittng next to two guys talking business stuff so i immediately
happens that they dont recognize me but i noticed who it was right away
luck forme a tv was right in front of them so i could watch the game and
have perfct ear shot of their convo
basic gist was itat It was a total bitch fest from both of them startng
the following are paraphrased quotes
MOXIEDOGGY: got it
rob sent me some long ass document on how to run my business
he's all galavanting around the world gettng his rocks off and tring to
tell me how to run the company
Case 1:13-cv-00536-RBW Document 11-6 Filed 07/12/13 Page 2 of 7
its this is right and that is wrong and blahbalbhal
he loses his right to say shit when he's gone for so long
MOXIEDOGGY: uh huh
then mark chimes In wIth well maybe he's not the right parter for you
(this is mark now)
i've got the same problem with curt
fucking curt if he died tomorrow bedrock would live on
MOXIEDOGGY: oh god
but ME i RUN THE SHOW
bedrock is nothing without me
MOXIEDOGGY: oh my
and then back to Brendan bitch bitch bitch
MOXIEDOGGY: Geoofwould agrree with that.NOT
back and fort back and forth
and mark says yeah geoff is out there floating In his-own litte world
MOXIEDOGGY: meanwhile. Mark supposedly has not been in offce for almost a
they keep talking back and fort about how they hate parters and business
is hard with people you know and on and on. mark even suggesting that
brendan and you part ways
MOXIEDOGGY: I am close with Dawson as you already know
i havent told GO anyting yet
MOXIEDOGGY: I hear ya on the GO front
yeah 'maybe rob Isnt the right guy for you'
MOXIEDOGGY: was Hammy drunk? Was sully agreeing?
i couldnt tell which one of you two wanted to grow or stay the same but
brendan didnt agree
they were perfcty cogent
they were all in agreement and then they decided to continue the
conversation by leaving there and going to dinner
but this was 20 minutes of bullshit back and fort
two inches from my ear
MOXIEDOGGY: they. while I was gone, wanted to add an employee for 100k
without talking to me..so i wrote an email asking everyone to hold their
horss a bit
MOXIEDOGGY: sounds fun
MOXIEDOGGY: they meaning Brendan
MOXIEDOGGY: you add 1 OOk employees everyday at 3 dg right? without talking
to your wife an bout it
thats where the you're off "gettng his dick sucked in thailand" and can't
be a part of the declon making process anymore
yeah no doubt.
alias innovalors Mail- Brendan Csemergeney
Case 1:13-cv-00536-RBW Document 11-6 Filed 07/12/13 Page 3 of 7
515113 atlas innovators Mail. Brendan Csemcrgency
at anytime i could have turned my head and said hey guys. you're both
dients of mine hows it going!
MOXIEDOGGY: that would have been great!
MOXIEDOGGY: was he talking smak about GO as well?
what bothered me was that i knew how loyal you were in your planning ofthe
naylor court dissolution to brendan
shit he dldnt even know about and you coulda swung it 50 diffrent ways
MOXIEDOGGY: no crap..and sully (i don;t care nor complain about it) doesn;t
and didn't do crap..nortakes the time to learn aboutanyling was doign..1
apprecaite you seeing Itat John
well It was clear
i hate to get in the middle of shit like this but
MOXIEOOGGY: irs good to heaer from somene
MOXIEDOGGY: i hear ya...thank you
1) I know that of both groups, you and geoff are our 'real' clients
MOXiEDOGGY: 100% between you and me
2) i'd want to know this shit in hearteat
MOXIEOOGGY: you will..trst me..if I ever hear it.small world in DC...as
MOXIEDOGGY: i guess Mark and Brendan forgot
and how DUMB can they be??? they are at a private part that they invited
all the people to who should DUH all know each other?
MOXiEDOGGY: Well, thank you. irs funny, brendan and i talked the other
and there was a lot of agression in his voice
yeah. j'm sure mark egged him on. and everyone knows that mark is the most
reasonable guy In the world 101
MOXIEDOGGY: i just listened to him bitch and simply told him that adding a
100k possible employee (who actally is oone of his very dose fredns..like
that part huh), was a decision to ease into
MOXIEDOGGY: yeah, J have nothing personal against Mark...but most people
think he is a lotal DICK
j'm sure he Is not happy about rollng into 'busy' season without you there
at this point
everyone hates him
MOXIEDOGGY: I hear ya...but we did talk about all this when I was gone..and
Sully has also been known to tr to WAY to much and then feel overwhelmed
when of my good frends and dients was in on velocity grilL. you remember
that dont you (and this guy didnt say that he hates mark just tha !people
dont like him)
MOXIEDOGGY: ha...glad to hear that Mark is loved
MOXIEDOGGY: OH my..Velocity Gril !I You now I worked there right? from the
opening..! was a learning on the job manager..that was problem #1 with that
place..that place was a disas!
MOXIEOOGGY: I felt so bad for the people involved on the $$ front on that
7 doors among a milion other problems
anyway is right. point is your dirt laundry is out in public and perhaps
people are plottng
MOXIEDOGGY: well, thanks John..1 appreciate it...not an easy topic..but in
any case, thanks for sharing the info..
htts:l/mail.google .comlmaiUuIl?ui=2&i=7332b9062&view=pt&areh=inbox&tI= 13en6544c6192e
Case 1:13-cv-00536-RBW Document 11-6 Filed 07/12/13 Page 4 of 7
not a problem
MOXIEDOGGY: thanks...wife and kids good on your end?
MOXIEDOGGY: gettng warm in DC anytme soon?
yeah man Its all good. high 40's today
i can feel it coming
MOXIEDOGGY: cooL.spring is great!
MOXIEDOGGY: thanks for taking the time to chat.
no kidding, best time of the year here. ok i gott jet. when are you back?
MOXIEDOGGY: I really appreciate it.
MOXIEDOGGY: I retum end of April
safe travels i
MOXIEDOGGY: thanks..we;1I catch a coffe this late spring..Iook forward to
MOXIEDOGGY: I am also, upon retuming going to tell new owner of Naylor
about the great plans etc...who knows if they will ever want to build in
you closed on that for real huh?
MOXIEDOGGY: yeah....we did
MOXIEDOGGY: yes and no...
MOXIEDOGGY: still no offce space :(
but shockingly so
i gotan idea
MOXIEDOGGY: but nice to have a litte cash for a rainy day now
how much sqft you really need?
MOXIEDOGGY: we prob need about 3500 to 4500
phew thats a lot
i can prob deliver you about 2800
MOXIEDOGGY: wel.how much do you have in your offce?
MOXIEDOGGY: where Is It?
i'm developing a building in columbia heights
MOXIEDOGGY: we just dont want to grow out of It as we quickly grew out of
ours in 1 year
ils going to be above a new restuarant and bar
corner of 11 th and park
MOXIEDOGGY: nice...what a great area
its 2800 sqft on the 2nd floor
sounds too small though.
MOXIEDOGGY: when we first looked last year for new space, we thought that
anyhling lower than 3500 was pushing it...sorry to ask again, but how big
is your current spot
hlts:llmail.google .com!mailulOl?ui=2&ìk=7332b9062&view=pt&areh=inbox&tI= l3en6544c6192e
atlas innovators Mail - Brendan Csemcrgcncy
Case 1:13-cv-00536-RBW Document 11-6 Filed 07/12/13 Page 5 of 7
515113 atlas innovators Mail - Brendan Csemergeney
i'll keep my eyes out for something. this is my Iitte nitch, developing
buildings in advance of users
oh our current spot is 2800-2900
MOXIEDOGGY: i like it.you sound like you are GREAT at it
MOXIEDOGGY: ok, please be on look out...much appreciated.
MOXIEDOGGY: thanks again for the scoop
i ti. if you need 4500 sqft, i'll lind it for you. funky, off the beaten
path, not corporate etc.
enjoy your Irip holmes
MOXIEDOGGY: cool....keep me posted...unless we are going to own..1 think we
prefer something close to NWand beth. md area, but let me know if anyting
pops up..thanks...be well John. hi to Georgettel
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Case 1:13-cv-00536-RBW Document 11-6 Filed 07/12/13 Page 6 of 7
515/13 atlas innovators Mail. Brendan Csemergeney
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:; This message is in MIME format. Since your mail reader does not understand
this format some or all of this message may not be legible.
Hope you are well in BraziL.
Thanks for this email. No doubt that Bram is the right person on the
bus-and I have actally been thinking a TON about this.
BUT. I must admit I have about 100 questions regarding this-as i am sure
you expected. They are very good questions and they are questions that you
and I (not Bob and Steve) need to answer first. They are questions about ou=
future and the future of the business as it relates to us directy. Then
there are the questions I have for you 80b and Steve (and for myself as wel=
to toss around and listen to everyone's thoughts). Then there are also the
questions of what our finances look like. Vlen you said Bram needs 100k to
come on board-that seemed like way too much for us (as a company). i
thought he was going to be looked at as coming on board for about 60k or so
(or least underr Cronker-to keep things fair). i am not really seeing how
Bram wil double his salary for us each and every year (not Just Bram, but
anyone at this point) with that high of a salary. But i am open-minded for
sure to what you and Bob and Steve think how this wil happen.
Anyway. you have spent a considerable amount of time on this-which I
appreciate. And I am hoping that we can work something out for sure. But
please respect a few things:
1) We need to discuss the things i mention above (perhaps best aftr you
send me the document you mentioned you would send-post meeting with Steve
and Bob on his exact job descrption/salary/bonus strcture etc.
2) Understand that we need to get an offce in our sites prior to adding
another employee. In all fairness to everyone at the offce, any new
employee. the neighborhood, etc.l do not see how we can do this until earl=
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Case 1:13-cv-00536-RBW Document 11-6 Filed 07/12/13 Page 7 of 7
C.Á. No. 1:13-cv-00536-TFH
EXHIBIT G TO COUNTERCLAIM
Case 1:13-cv-00536-RBW Document 11-7 Filed 07/12/13 Page 1 of 2
sure about the pricing for disabilty, but would think it is not cost prohibitive
to buy it.
Take a look and let me know what you think. This is a draft / working document.
Trying to edge towards something that we're all comfortable with
---------- Forwarded message ----------
From: Brendan Sullvan oebrendan.sullivan8(Çgmail.com~
Date: Thu, Mar 8, 2012 at 1 :30 PM
Subject: Re: another refi...
To: Rob Elwood oemoxiedoggy(Çgmail.com~
Paper trail confirmed. No problem, thx for the heads up.
Sent from my iPhone
On Mar 8,2012, at 11 :27 AM, Rob Elwood oemoxiedoggYCigmail.com~ wrote:
As I usually do when I go for a refi, I just wanted to share on record that I am
going to loan myself about 200k for a 2 month period or so until my refi goes thru.
Cash flow for these next few months are completely fine and i wil put the funds
back in as soon as the re-fi goes thru...Unless you have a problem, i will do this
later this week. Please confirm you are ok with this. Again- same as i have done
in past and i always write up a short loan agreement and file with Peter so there
is a paper traiL. i just like to go on record with you so there are no questions.
Chief Executive Offcer
202.625.1921 ext .103
Case 1:13-cv-00536-RBW Document 11-7 Filed 07/12/13 Page 2 of 2
AO 440 (Rev. 06/12) Summons in a Civil Action
UNITED STATES DISTRICT COURT
__________ District of __________
v. Civil Action No.
SUMMONS IN A CIVIL ACTION
To: (Defendant’s name and address)
A lawsuit has been filed against you.
Within 21 days after service of this summons on you (not counting the day you received it) — or 60 days if you
are the United States or a United States agency, or an officer or employee of the United States described in Fed. R. Civ.
P. 12 (a)(2) or (3) — you must serve on the plaintiff an answer to the attached complaint or a motion under Rule 12 of
the Federal Rules of Civil Procedure. The answer or motion must be served on the plaintiff or plaintiff’s attorney,
whose name and address are:
If you fail to respond, judgment by default will be entered against you for the relief demanded in the complaint.
You also must file your answer or motion with the court.
CLERK OF COURT
Signature of Clerk or Deputy Clerk
DISTRICT OF COLUMBIA
HEADFÌRST BASEBALL LLC, et al.
ELWOOD, et al.
HEADFÌRST PROFESSÌONAL SPORTS CAMPS LLC
c/o CT CORPORATÌON SYSTEM, Registered Agent
1015 15th STREET, N.W.
WASHÌNGTON, DC 20005
MOXÌLA A. UPADHYAYA, Esq.
575 7th STREET, N.W.
WASHÌNGTON, DC 20004
Case 1:13-cv-00536-RBW Document 11-8 Filed 07/12/13 Page 1 of 2
AO 440 (Rev. 06/12) Summons in a Civil Action (Page 2)
Civil Action No.
PROOF OF SERVICE
(Thissectionshouldnot befiledwiththecourt unlessrequiredbyFed. R. Civ. P. 4(l))
This summons for (name of individual and title, if any)
was received by me on (date) .
I personally served the summons on the individual at (place)
on (date) ; or
I left the summons at the individual’s residence or usual place of abode with (name)
, a person of suitable age and discretion who resides there,
on (date) , and mailed a copy to the individual’s last known address; or
I served the summons on (name of individual) , who is
designated by law to accept service of process on behalf of (name of organization)
on (date) ; or
I returned the summons unexecuted because ; or
My fees are $ for travel and $ for services, for a total of $ .
I declare under penalty of perjury that this information is true.
Printed name and title
Additional information regarding attempted service, etc:
Case 1:13-cv-00536-RBW Document 11-8 Filed 07/12/13 Page 2 of 2
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