STATE OF SOUTH CAROLINA ) ) IN THE COURT OF COMMON PLEAS: COUNTY OF CHARLESTON ) ) JONATHAN A. MARCANTEL and ) CIVIL ACTION COVERSHEET AMANDA E, COMPTON, ) Plaintiffs) ) 2015-CP - 10- SWOD. vs. ) ) THE CHARLESTON SCHOOL OF LAW, LLC, ) and GEORGE C. KOSKO and ROBERT S. CARR, ) ) Defendants. ) Meredith L. Coker SC Bar: 71403 ALTMAN & COKER, LLC ‘Telephone #: 843-853-9907 575 King St., Ste. A, Charleston SC 29403 Fax: 843-722-5702, Other: E-mail: meoker@altm$mrcokgigcom NOTE: The coversheet and information contained herein nether replaces nor supplements the filing other papers as required by lave. This form is required forthe use ofthe Clerk of Court for the purpose of docketing. Te must be FU put eppletely signed, and dated. A copy of this coversheet must be served om the defendant(s) along with the Summons and Complaint ¢ ‘ DOCKETING INFORMATION (Check all that apply) *1f Action is JudgmentSertlement do not complete Y OF 19g a7 BJ JURY TRIAL demanded in complaint. O NON-JURY TRIAL demanded in complainic> = This eae subject to ARBITRATION pursuant tothe Court Annexed Alternative Dispute Resofti RB. o Bhs cass sujet to MEDIATION pursuant te Court Amexed Aeratve Dispute Reso CI This case is exempt from ADR. (Proof of ADR/Exemption Attached) 8 NATURE OF ACTION (Check One Box Below) é uD Contracts Tort Profesional Malpractice Torts = Personal Sfery Real Property C1 cominctins (100) Dental Malpractice 200) CQ Conversion 10) 1 casi & Dtvery 400 CD deieCotesticn 110) Legal Mapacice 210), Mtorvehicle Asien 629) Consmaton 410) General (130) (Medical Malpractice (220) []__ Premises Liability (330) Foreclosure (420) breach of Conrat (140) Previous Notice of nent Case# CJ Prods Liabliy (340) Meehan’ Lien (30) CO roid anism) NE mera iy 80) Parton (40) CD Failure to Deliver! D Notice’ File Med Mal (230) (Wrongful Death (360) Possession (450) ‘warn (1) DD onter 99) CD Assalvbatey 070) ui Cove Viton (460) Employment Diserim (170) Standeriibe 380) DF otter «99 Employment (180) O_ other 399) ter 95) Inmate Peon Adninistratve Lawl JugmentsSetements Appeats D resin) “Reine Dr License 400) CJ Death Setlenent (00) (I Aibiraton 600) TB Mandamss 520) Csi Review 810) Foreign dgment 710) OD Mapsrate-civi (10) D1 Habeas Corpus (330) C1 Relic# (820) C1 Magiswrate’s Judgment (720) ( Masistrate-Criminat (920) oeriso eminent nvction (50) Minor Selene (750) Municipal 3) Fortean (840) Tramerpudgment 140) Probate Cour 40) _Ferfeiare—Consent Order (850) Lis Penns (130) O scpor@s0) Other (899) O Transfer of Structured _ Worker’s Comp (960) Sentement Payment Rigs] Zoning Goud 0) Applicaton et) 1 PabeSeme Comm. 90) SpeiaComples Other 1D confession of agnent (70) - Cf Employment Seri Con (91) Favret (6) Cl Prarmaceueals 630) 1D Peto for Wakes Ti Avtomonie arb. (610). Unf Trade Practices (90) Compensation Seterent D1 other 999) ‘operat 80) C1 Nesiat (620 CD ower Depsitons 650) E) omer) Maton 0 Qush Subpoena in a Gd 1 owrat con tel) Sexual Predator (510) C1 _Pre-Suit Discovery (670) ——r— Co pa: LOL 16 1S SCCA / 234 (06/2015) Page l of 3Note: Frivolous civil proceedings. may be subject to sanctions pursuant to SCRCP, Rule 11, and the South Carolina Frivolous Civil Proceedings Sanctions Act, S.C. Code Ann, §15-36-10 et. seq, SCCA / 234 (06/2015) Page 2 of 3FOR MANDATED ADR COUNTIES ONLY Aiken, Allendale, Anderson, Bamberg, Bamwell, Beaufort, Berkeley, Calhoun, Charleston, Cherokee, Clarendon, Colleton, Darlington, Dorchester, Florence, Georgetown, Greenville, Hampton, Horry, Jasper, Kershaw, Lee, Lexington, Marion, Oconee, Orangeburg, Pickens, Richland, Spartanburg, Sumter, Union, Williamsburg, and York SUPREME COURT RULES REQUIRE THE SUBMISSION OF ALL CIVIL CASES TO AN ALTERNATIVE DISPUTE RESOLUTION PROCESS, UNLI 1 You are required to take the following action(s): 1, The parties shall select a neutral and file a “Proof of ADR” form on or by the 210 day of the filing of this action. If the parties have not selected a neutral within 210 days, the Clerk of Court shall then appoint a primary and secondary mediator from the current roster on a rotating basis from among those mediators agreeing to accept cases in the county in which the action has been filed. 2. The initial ADR conference must be held within 300 days after the filing of the action, Pre-suit medical malpractice mediations required by S.C. Code §15-79-125 shall be held not later than 120 days after all defendants are served with the “Notice of Intent to File Suit” or as the court directs. (Medical malpractice mediation is mandatory statewide.) 4. Cases are exempt from ADR only upon the following grounds: a. Special proceeding, or actions seeking extraordinary relief such as mandamus, habeas corpus, or prohibition; b, Requests for temporary relief; ©. Appeals d. Post Conviction relief matters; €. Contempt of Court proceedings; £. Forfeiture proceedings brought by governmental entities; Mortgage foreclosures; and hh. Cases that have been previously subjected to an ADR conference, unless otherwise required by Rule 3 or by statute, 5, Incases not subject to ADR, the Chief Judge for Administrative Purposes, upon the motion of the court or of any party, may order a case to mediation 6. Motion of a party to be exempt from payment of neutral fees due to indigency should be filed with the Court within ten (10) days after the ADR conference has been concluded, Note: You must comply with the Supreme Court Rules regarding ADR. Failure to do so may affect your case or may result in sanctions. SCCA / 234 (06/2015) Page 3 of 3STATE OF SOUTH CAROLINA COUNTY OF CHARLESTON JONATHAN A. MARCANTEL and AMANDA E. COMPTON, Plaintiffs, v. THE CHARLESTON SCHOOL OF LAW, LLC; ROBERT S. CARR and GEORGE C. KOSKO, Defendants. IN THE COURT OF COMMON PLEAS FOR THE NINTH JUDICIAL CIRCUIT 15.¢P-10-E54 0 Case No.: a of B SUMMONS 2 & GURY TRIAL DEMSXBELR aS a z oF o i Sa 3 ca AS 9 a8 YOU ARE HEREBY SUMMONED and required to answer the Complaint herein, a copy of which is herewith served upon you, or to otherwise appear and defend, and to serve a copy of your Answer to said Complaint upon the subscribers at their office, 575 King Sireet, Suite A, Charleston, South Carolina, 29403,within thirty (30) days after service hereof, exclusive of the day of such service; except that the United States of America, if named, shall have sixty (60) days to answer after the service hereof, exclusive of the day of such service; and if you fail to answer the Complaint within the time aforesaid, or otherwise appear and defend, the Plaintiff in this action will apply to the Court for the relief demanded therein, and judgment by default will be rendered against you for the relief demanded in the Complaint. October 16, 2015 ALTMAN & COKER, LLC mE Meredith L. Coker meoker@altmancoker.com S.C. Bar No: 71103 575 King Street, Suite A Charleston, South Carolina 29403 Tel: (843) 853-9907 Fax: (843) 722-5702 Attorneys for the PlaiSTATE OF SOUTH CAROLINA ) IN THE COURT OF COMMON PLEAS. ) COUNTY OF CHARLESTON ) FOR THE NINTH JUDICIAL CIRCUIT ) 3 Civil Action No. 15-cP-10-. 29 GDB JONATHAN A. MARCANTEL and ) AMANDA E. COMPTON, ) ) Plaintiffs, y COMPLAINT _& 3 ) (JURY TRIAL DEMARIRED) SS v. ) a 8 0 ) azar THE CHARLESTON SCHOOL OF ) ay LAW, LLC; ROBERT S. CARR ) gue mm and GEORGE C. KOSKO, ) gz = 0 ) AZ 3 Defendants. ) on es — The Plaintiffs, Jonathan A. Marcantel and Amanda E. Compton, complaining of Defendants The Charleston School of Law, LLC, (“CSOL"), Robert 8. Carr, (“Carr”), and George C. Kosko, (“Kosko”), allege the following: JURISDICTION AND VENUE 1. Subject matter jurisdiction in the South Carolina Circuit Court is proper pursuant to 8.C. Consr. art. V, § 11. 2. Venue is proper in Charleston County pursuant to S.C. CODE ANN. § 15-7-30 (B) &@). PARTIES. 3. The Plaintiff, Jonathan A. Marcantel, is a resident of Charleston County, South Carolina. Mr. Marcantel joined the Charleston School of Law as a tenure-track faculty member in August 2011, with the rank of Assistant Professor of Law. On March 20, 2014, the Board of the Charleston School of Law unanimously approved Mr. Marcantel’s application for promotion to Associate Professor of Law and concomitantly granted him a Five Thousand Dollar (85,000.00) raise for that promotion. 4. The Plaintiff, Amanda E. Compton, is a resident of Charleston County, South Carolina. Ms. Compton joined the Charleston School of Law as a tenure-track faculty member on August 1, 2010, with the rank of Assistant Professor of Law. Thereafter, the Board of the Charleston School of Law approved Ms. Compton’s application for promotion to Associate Page 1 of 23Professor of Law and concomitantly granted her a Five Thousand Dollar ($5,000.00) raise for that promotion 5. Upon information and belief, the Defendant Charleston School of Law, LLC (“the CSOL”) is a limited liability company authorized by the State of South Carolina’ with its principal place of business in Charleston County, South Carolina. 6. Upon information and belief, the Defendant Robert S. Carr is a resident of Charleston County, South Carolina, 7. Upon information and belief, the Defendant George C. Kosko is a resident of Georgetown County, South Carolina. 8. Upon information and belief, Robert S. Carr and George C. Kosko are the two sole members of the Charleston School of Law, LLC. 9. Upon information and belief, Robert S. Carr and George C. Kosko are the two sole directors of the Charleston School of Law, LLC. FACTUAL ALLEGATIONS 10. The CSOL was founded in 2004 by Edward J. Westbrook, Ralph C. McCullough Il, Alexander M. Sanders, Jr., Robert 8. Carr, and George C. Kosko. Upon information and belief, neither Robert S. Carr nor George C. Kosko made any capital contributions to acquire their membership shares. Rather, Edward J. Westbrook donated those membership shares to Robert S. Carr and George C. Kosko. 11. Following the founding of the CSOL, the CSOL experienced financial sticcess during the years between 2004 and 2013. For instance, between 2010 and 2013, the CSOL distributed at least Twenty-Five Million Dollars ($25,000,000.00) in surplus revenue to its members. Nevertheless, and during the same period of time, the Board required the CSOL’s administration to absorb operational cuts from the CSOL’s operating budget, allegedly due to decreased enrollment and diminished revenue. Thus, during the same period of time that the CSOL’s board members were accepting large distributions, the Board was requiring the CSOL to devote less operating funds to the education of its students. 12, By 2013, student enrollment at the CSOL began to significantly decline. 13. Upon information and belief, and sometime prior to or during July 2013, the CSOL, Robert S. Carr, George C. Kosko, and InfiLaw negotiated an Asset Purchase Agreement (hereinafier “APA”), whereby InfiLaw would purchase the assets of the CSOL. 14. As part of the APA, InfiLaw agreed to loan the CSOL Six Million Dollars (86,000,000.00) such that Robert S. Carr and George C. Kosko could use the money to purchase the membership interests of Ralph C. McCullough Il and Alexander M. Sanders, Jr. The result Page 2 of 23of that loan was that the CSOL was encumbered by a Six Million Dollar ($6,000,000.00) promissory note, and both Robert S. Carr and George C. Kosko now each controlled 1/3 of the voting membership interest instead of 1/5. 15. Upon information and belief, Robert S. Carr and George C. Kosko did not execute personal guaranties for those loans. 16. During the same period of time that the CSOL, Robert S. Carr, George C. Kosko, and Infilaw were negotiating and executing the APA, Robert S. Carr, George C. Kosko, the CSOL, and InfiLaw also executed a Management & Consulting Agreement. Pursuant to the Management & Consulting Agreement, the CSOL was required to pay Infilaw approximately Six Hundred Thousand Dollars ($600,000.00) per year plus expenses in exchange for InfiLaw providing the CSOL with management and consulting services. Upon information and belief, InfiLaw did not provide management and consulting services to the CSOL. Nevertheless, and upon information and belief, the CSOL, Robert S. Cart, and George C. Kosko continue to pay InfiLaw for those services. 17. In addition to obligating the CSOL to a Six Million Dollar ($6,000,000.00) promissory note and the Six Hundred Thousand Dollar ($600,000.00) per year Management & Consulting Agreement, Robert S. Carr and George C. Kosko, acting on behalf of the CSOL, agreed to pay significant living expenses to C. Peter Goplerud, the President of Infiaw Management Solutions. 18. In July 2013, the CSOL, Robert S. Carr, and George C. Kosko announced that the CSOL entered into a Management & Consulting Agreement with InfiLaw. During the open, public meetings that followed that announcement, the CSOL, Robert S. Carr, and George C. Kosko explicitly denied the existence of an APA, even though the APA was previously executed. 19. Upon information and belief, the CSOL, Robert S. Carr, and George C. Kosko misrepresented the existence of the APA because they knew various constituency groups would oppose the transfer. 20. On August 28, 2013, after faculty members executed new contracts, afier students matriculated for the new academic term, afier transfer deadlines for studerits had passed, and after the deadline for full reimbursement for a refund for federal financial aid passed, the CSOL, Robert S. Carr, and George C. Kosko announced that the CSOL and InfiLaw executed an APA in July 2013. When questioned as to why they lied about the existence of the APA in meetings before the public and the press, Robert S. Carr and George C. Kosko indicated they were following the advice of their lawyer. 21 Following the August 28, 2013, announcement, the CSOL and InfiLaw began the application process with the South Carolina Commission on Higher Education (hereinafter “the CHE”) to transfer the CSOL’s operating license to InfiLaw in conformity with the duties and Page 3 of 23obligations outlined in the APA. Approval by the CHE is necessary to the transfer because the CHE js the state regulatory body responsible for accrediting institutions of higher learning in South Carolina. 22. Thereafter, a variety of constituency groups vehemently opposed the transfer. Specifically, the transfer was opposed by the Faculty, the students, the alumni, various South Carolina legislators, the Mayor of Charleston, the CSOL’s Board of Advisors, and Edward J. Westbrook. The primary opposition to the InfiLaw transaction centered around the belief that Infiaw’s practices and procedures were more influenced by generating surplus revenue than by educating and protecting students. 23. Sometime following the application to the CHE, a super-majority of the Faculty at the CSOL publically opposed the sale and transfer, and, among other things, signed an opposition letter to be sent to the CHE. 24. On June 24, 2014, facing extraordinary opposition and the likelihood of failure, InfiLaw withdrew its application before the CHE. 25. Although InfiLaw withdrew its application before the CHE, Robert S. Carr and George C. Kosko continued to seek mechanisms to garner support for the transaction. Upon information and belief, Robert S. Carr and George C. Kosko were motivated to close the transaction with InfiLaw—notwithstanding the overwhelming opposition—because InfiLaw agreed to pay Robert S. Carr and George C. Kosko in excess of Five Million Dollars ($5,000,000.00) each for their shares of the CSOL. 26. Sometime in June or July of 2014, and notwithstanding both the widespread opposition to the transfer and the previous withdrawal of InfiLaw’s application before the CHE, Robert 8. Carr and George C. Kosko renewed both the APA and the Management & Consulting Agreement with InfiLaw. : 27. Thereafter, Robert S. Carr and George C. Kosko intentionally, willfully, maliciously, and/or recklessly began a campaign of fear and intimidation with the Faculty in hopes of pressuring the Faculty into supporting the sale and transfer to Infilaw. More specifically, Robert S. Carr and George C. Kosko, either personally or through their agents, began calling and holding a series of meetings—the design of which was to threaten the Faculty into supporting the InfiLaw transaction. 28. On September 26, 2014, Robert S. Carr and George S. Kosko attended a Faculty meeting and explicitly stated that the CSOL was financially insecure and would close unless the sale to InfiLaw occurred immediately. That discussion explicitly included threats of faculty terminations. Furthermore, and during the same meeting, Robert S. Carr indicated that his membership share in the CSOL represented “2/3 of his net worth.” He further indicated he had Page 4 of 23grandchildren to consider. Thus, he indicated he was unwilling to donate his shares to another entity that possessed the capacity to run the CSOL. 29. Upon information and belief, and during this same period of time, George C. Kosko repeatedly stated, in a variety of contexts, that he would vote to close the CSOL rather than see the CSOL sold t6 any entity other than InfiLaw. Upon information and belief, those statements were made to multiple faculty members at the CSOL. 30. Sometime in November 2014, the CSOL hired MaryAnn Jones as the temporary President of the CSOL. Upon information and belief, Robert S. Carr and George S. Kosko hired MaryAnn Jones with the explicit purpose’6f furthering the scheme or plan to intimidate and bully faculty members into supporting the sale and transfer to InfiLaw. 31. Several days after the CSOL hired MaryAnn Jones as President of the CSOL, MaryAnn Jones held a faculty meeting. During the meeting, MaryAnn Jones’ explicitly threatened to terminate faculty members. Specifically, MaryAnn Jones explicitly stated that either faculty terminations or salary cuts would be necessary, unless the InfiLaw acquisition proceeded without delay. 32. Upon information and belief, MaryAnn Jones was acting under explicit instructions from Robert S. Carr and George C. Kosko, and every statement or representation she made was in furtherance of those explicit instructions. 33. Approximately eight days after the CSOL hired MaryAnn Jones as President, MaryAnn Jones resigned. 34. In November 2014, the Plaintiffs, for the first time, publically opposed the InfiLaw transaction, 35. On or about December 1, 2014, both of the Plaintiffs applied for tenure at the SOL. 36. On December 15, 2014, the tenured faculty of the CSOL unanimously voted to approve Jonathan A. Marcantel’s application for tenure. Additionally, on the same day, the tenured faculty of the CSOL unanimously voted to approve Amanda E. Compton’s application for tenure. Furthermore, on the same day, the Dean of the CSOL, Andrew L. Abrams, also voted to approve both Jonathan A. Marcantel and Amanda E. Compton for tenure 37. During the same period of time that the Plaintiffs were applying for tenure, Robert S. Carr and George C. Kosko began the process of making good on their threats. Specifically, Robert 8. Carr and George C. Kosko began a campaign to financially cripple the CSOL such that the only hope of CSOL’s survival was the InfiLaw transaction. Page 5 of 2338. During either December 2014 or January 2015, at least two different bonds were due to two different accrediting bodies. First, a large bond was due to the South Carolina Commission on Higher Education (the “CHE”). Second, a large bond was due to the United States Department of Education (the “USDOE”) . 39. _ The bond to the United States Department of Education was required because of the significant debt owed by the CSOL, coupled with the dearth of operating funds. 40. The CSOL’s absence of operating funds was a direct, but-for, and proximate result of the plan or scheme between Robert S. Carr and George C. Kosko. Specifically, the CSOL lacked operating funds because Robert S. Carr and George S. Kosko intentionally, willfully, maliciously, and recklessly siphoned money from the CSOL in furtherance of the plan or scheme to make InfiLaw the only option for the survival of the School. 41. On December 28, 2014, Robert S. Carr and George C. Kosko declared a financial exigency during an official board meeting of the CSOL. Nevertheless, the CSOL, Robert S. Carr, and George C. Kosko did not disseminate that information to the Faculty, the students, the public, or accrediting bodies. 42. Upon information and belief, sometime in either December 2014 or January 2015, Robert S. Carr and George S. Kosko voted—during an official recorded Board Meeting—to not fund the bonds required to maintain accreditation status with both the CHE and USDOE. Nevertheless, during the same period’ of time, the CSOL accepted Title IV funding from the United States Government. Upon information and belief, the CSOL accepted the Title IV funding, despite having declared a financial exigency and despite having voted not to pay the education bonds necessary to continue operating in compliance with standards and/or regulations required by both the United States Government and the State of South Carolina. 43, Although the CSOL accepted the funding and deposited the funding into its operating account, upon information and belief, Robert S. Carr and George S. Kosko continued to refuse to use the funding to pay the bonds to the CHE and the USDOE. 44, Upon information and belief, both the CHE and USDOE bonds were ultimately paid by Edward J. Westbrook, using his personal funds, as Robert S. Cart and George C. Kosko were prepared to close the CSOL rather than pay the bonds. 45. Sometime in March 2015, Edward J. Westbrook disassociated himself with the CSOL and exercised the biiyout procedure outlined in the CSOL’s Bylaws. 46. Sometime before March 27, 2015, Robert S. Carr and George C. Kosko instructed attomeys David Hawkins and Elaine Fowler to schedule a meeting with the Faculty of the CSOL. Page 6 of 2347. On March 27, 2015, David Hawkins and Elaine Fowler held a meeting with the Faculty of the CSOL. During the meeting, David Hawkins’ and Elaine Fowler informed the Faculty that InfiLaw intended to repudiate its contract with the CSOL and forego the sale and transfer, unless “a substantial portion” of the Faculty was willing to publically support the sale and transfer. 48. During the same meeting, David Hawkins and Elaine Fowler represented that, if InfiLaw were to repudiate the contract, the CSOL would close and all faculty members would be terminated. 49, Upon information and belief, David Hawkins and Elaine Fowler were acting under explicit instructions from Robert S. Carr and George S. Kosko, and every statement or representation they made was in furtherance of those explicit instructions. 50. Upon information and belief, Robert $, Cam and George C. Kosko instructed David Hawkins and Elaine Fowler to make those statements in hopes that the statements would bully and intimidate the Faculty into supporting the InfiLaw transaction. Sl. On April 8, 2015, Elaine Fowler emailed all faculty members at the CSOL, seeking information regarding whether faculty members would be willing to support the InfiLaw transaction. Thereafier, on April 10, 2015, Elaine Fowler again sent an email to faculty members soliciting information as to whether faculty members would be willing to support the InfiLaw transaction, Upon information and belief, a “substantial” number of faculty members were unwilling to grant their support to the InfiLaw transaction. 52. On or about May 6, 2015, Robert S. Carr and George C. Kosko called a meeting of the Faculty and Staff of the CSOL. During the meeting, Robert S. Carr read from a prepared script and stated that the CSOL would close, uniess people “contacted Rick Inatome or Peter Goplerud at InfiLaw to express [their] support for InfiLaw and to encourage Infilaw to come ‘back—back to the table.” Robert S. Carr also stated that those making the phone call “should be prepared to express your support publically—particularly to the students, alumni, and the CHE.” ‘The meeting was recorded by Amanda E. Compton. 53. The stated basis for the purported possibility of closure was that there were no other entities or people interested in purchasing the CSOL: Upon information and belief, those statements were false. Rather, during the period of time between 2013 and “August 2015, the CSOL received at least two local offers to purchase the CSOL. Nevertheless, upon information and belief, Robert S. Carr and George C. Kosko declined those offers, as those offers would not net Robert S. Carr and George C. Kosko the amount of money they believe they will acquire through the InfiLaw transaction. 54, On May 22, 2015, the CSOL summarily terminated seven (7) tenured faculty members, purportedly on the basis of the surreptitious but nonetheless previously declared Page 7 of 23,financial exigency. At the time of the terminations, Robert §. Carr and George C. Kosko stated that the faculty members selected for termination were selected solely on the basis of their salaries. That is, the Board purportedly terminated those faculty members with the highest salaries. 55. Upon information and belief, none of the terminated faculty members made the phone call to either Rick Inatome or Peter Goplerud to express their support for the InfiLaw transaction, Furthermore, all but one of the terminated faculty members had previously signed numerous public statements in opposition to the InfiLaw transaction. 56. Upon information and belief, Robert S. Carr and George C. Kosko initially intended to terminate ten faculty members. Nevertheless, Robert S. Carr and George C. Kosko wanted to make the terminations appear to be non-retaliatory. As a result, Robert S. Carr and George C. Kosko decided to use salaries as an ostensibly neutral mechanism to identify faculty targets for termination. Upon information and belief, Robert S. Carr and George C. Kosko decided to only terminate seven faculty members instead of ten because the next highest paid faculty member—number eight—had made the call to either Rick Inatome or Peter Goplerud to support the InfiLaw transaction. 57. On June 2, 2015, the Faculty was asked to meet with a representative from the American Bar Association (“the ABA”). Upon information and belief, the ABA sent the representative because the ABA believed the CSOL may be operating out of compliance with the ABA’s Standards and Rules of Procedure for Approval of Law Schools. 58. During the meeting, Jonathan A. Marcantel was vocal in arguing that the CSOL had violated a number of the ABA’s standards. — Upon information and belief, Robert S. Carr and George C. Kosko are aware of Jonathan A. Marcantel’s statements during that meeting 60. Upon information and belief, on or about June 1, 2015, the CSOL hired Joseph Harbaugh to be the Interim President of the CSOL. Upon information and belief, the CSOL hired President Harbaugh and agreed to pay him a substantial salary, notwithstanding the CSOL’s purported financial exigency and notwithstanding the fact that the CSOL had just terminated seven tenured faculty members on the basis of that financial exigency. 61. Joseph Harbaugh was a member of InfiLaw’s national policy board at the time the CSOL hired him. On InfiLaw’s website, Joseph Harbaugh was listed as one of InfiLaw’s “key” employees at the time the CSOL hired Joseph Harbaugh as Interim President. 62. Upon information and belief, Joseph Harbaugh had no experience with financially stressed academic institutions at the time the CSOL hired him. Page 8 of 2363. Upon information and belief, Joseph Harbaugh had no experience with freestanding, non-university-based law schools at the time the CSOL hired him. 64, Upon information and belief, Joseph Harbaugh had no experience with negotiating bonds or ratios with the United States Government at the tithe the CSOL hired him. 65. Upon information and belief, Joseph Harbaugh did not have an accurate understanding of the Federal Responsibility Ratio (“FRR”) at the time the CSOL hired him. 66. Upon information and belief, Robert S. Carr and George C. Kosko hired Joseph Harbaugh as interim president in hopes of convincing the Faculty that finalizing the transaction with InfiLaw was the only means to avoid closure of the CSOL. In conformity with that strategy, on or about the time that the CSOL hired Joseph Harbaugh, Joseph Harbaugh informed the Faculty that: the financial condition of the CSOL was dire, the CSOL would close unless a potential buyer was identified, and InfiLaw was the only potential buyer interested in purchasing the CSOL. 67. Beginning in July 2015, President Harbaugh held individual meetings with each faculty member at the CSOL. During more than one of those meetings, President Harbaugh represented that the CSOL had failed two previous assessments by the Department of Education on the FRR calculus, Furthermore, President Harbaugh represented that a failure in the FRR in the 2015 calendar year could be fatal to the CSOL, as the Department of Education could deny the CSOL access to Title IV funding. Upon information and belief, those statements were false. 68. Furthermore, and during at least two of those individual meetings, Joseph Harbaugh explicitly stated that the CSOL would close, unless a potential purchaser was identified. Furthermore, Joseph Harbaugh explicitly stated that InfiLaw was currently the only potential buyer who had expressed an interest in purchasing the CSOL. 69. Upon information and belief, the purpose of the individual meetings with faculty members was to determine what support, if any, existed for the InfiLaw transaction. Furthermore, upon information and belief, the purpose of those individual meetings was to convince faculty members to.support the InfiLaw transaction because it was allegedly the only mechanism available to avoid closing the CSOL. 70. On July 14, 2015, President Joseph Harbaugh held a meeting with Amanda E. Compton. During the meeting, President Harbaugh informed Amanda E. Compton that he had “decided” to recommend that Robert S. Carr and George C. Kosko not vote on any tenure applications. After Amanda E. Compton objected, President Harbaugh told her she should not push the tenure question, as the Board was “angry” and looking for a reason to deny tenure applications. Page 9 of 23,71. On July 15, 2015, Jonathan A. Marcantel and Amanda E. Compton sent a memorandum to President Harbaugh, explicitly stating that delaying the vote on their applications for tenure would be a breach of their employment agreements and a violation of the ABA’s Standards and Rules of Procedure for Approval of Law Schools. 72. Several days later, Joseph Harbaugh and Amanda E. Compton had’ another meeting to discuss admissions at the CSOL. During the meeting, Joseph Harbaugh asked Amanda E. Compton to individually meet with faculty members to determine what information or consideration they would need to support the InfiLaw transaction. 73. _ On August 14, 2015, not even one month after President Harbaugh told Amanda E. Compton that the Board was “angry” and looking for a reason to deny tenure, the Board announced a Tolling Policy on tenure decisions. In substance, the Tolling Policy provided that the Board would refuse to review or rule on tenure applications until such time as it, in its sole discretion, decided to. The practical result of the Tolling Policy was that the Boafd refused to rule on the Plaintiffs’ tenure applications. 74. On September 3, 2015, President Harbaugh sent an email to the Faculty, asking each faculty member to confidentially provide him information about whether he/she would support the InfiLaw transaction. As stated by President Harbaugh, the purpose of the email was to provide InfiLaw information about what percentage of faculty members would support the InfiLaw transaction. FOR A FIRST CAUSE OF ACTION—BREACH OF CONTRACT (AS TO DEFENDANT CHARLESTON SCHOOL OF LAW, LLC) The Plaintifis incorporate all paragraphs above as if fully restated herein, 75. On or about August 2010, the CSOL hired Amanda E. Compton pursuant to a contract of employment for the 2010-2011 Academic Term, 76. Each year following the 2010-2011 Academic Term, Amanda E. Compton has received a separate and distinct contract of employment that renews her employment at the CSOL. Thus, Amanda E. Compton received separate and distinct contracts of employment from the CSOL for the following academic terms: 2011-2012; 2012-2013; 2013-2014: 2014-2015; 2015-2016. 77. On or about August 2011, the CSOL hired Jonathan A. Marcantel. Pursuant to that initial contract of appointment, Jonathan A. Marcantel was granted one year “credit” toward tenure. 78. Each year following the 2011-2012 Academic Term, Jonathan A. Marcantel has received a separate and distinct contract of employment that renews his employment at the CSOL. Thus, Jonathan A. Marcantel received separate and distinct contracts of employment Page 10 of 23from the CSOL for the following academic terms: 2012-2013; 2013-2014; 2014-2015; 2015-2016. 79. On or about August 1, 2014, Amanda E. Compton and the CSOL entered into a contract of employment for the 2014-2015 academic term. Ms. Compton’s contract of employment explicitly incorporates the terms of the 2014-2015 Full-Time Faculty Handbook Handbook (“the Handbook”) 80. Qn or about August 1, 2014, Jonathan A. Marcantel and the CSOL entered into a contract of employment for the 2014-2015 academic term. Mr. Marcantel’s contract of employment explicitly incorpofates the terms of the Handbook 81. The Handbook has a comprehensive, systematic process for tenure applications. The Handbook explicitly provides that: “Faculty members on tenure-track appointments will be considered for tenure only once and ordinarily in their fifth year of service at the institution, Under exigent circumstances and with the mutual consent of the faculty . of Directors, the date for consideration may be extended by one year.” (emphasis added), 82. On or about December 1, 2014, both Amanda E. Compton and Jonathan A. Marcantel timely and properly applied for tenure at the CSOL 83. Upon information and belief, on December 13, 2014, the Tenured Faculty Committee of the CSOL unanimously voted to approve both Amanda E. Compton and Jonathan A. Marcantel for tenure. 84, On December 15, 2014, the Dean of the CSOL voted to approve both Amanda E. Compton and Jonathan A. Marcantel for tenure. 85. Since at least 2010, the Board has always issued tenure and promotion decisions in either March or April of the academic year in which the candidate for tenure or promotion applies. Indeed, when both Amanda E. Compton and Jonathan A. Marcantel applied for promotion to Associate Professor of Law, the Board ruled on those applications in either March or April of the academic year in which the Plaintiffs filed their applications. That course of behavior, course of dealings, and/or course of performance was a term of the Plaintifs’ contracts of employment, 86, Amanda E. Compton's contract of employment for the 2014-2015 Academic Term expired, by its own terms, on April 30, 2015. At the time Amanda E, Compton’s contract of employment expired for the 2014-2015 Academic Term, Amanda E. Compton had fully performed her duties and obligations to the CSOL. Nevertheless, the CSOL has not fully performed its contractual duties and obligations to Amanda E. Compton. 87. More specifically, Amanda E. Compton's contract required the CSOL to: continue paying Amanda E. Compton through July 31, 2015; renew her contract for the 2015-2016 Academic Term, absent an event of for-cause termination; and, as stated above, rule on her tenure application. Page 11 of 2388. Jonathan A. Marcantel’s contract of employment for the 2014-2015 Academic ‘Term expired, by its own terms, on April 30, 2015. At the time Jonathan A. Marcantel’s contract of employment expired for the 2014~2015 Academic Term, Jonathan A. Marcantel had fully performed his duties and obligations to the CSOL. Nevertheless, the CSOL has not fully performed its contractual duties and obligations to Jonathan A. Marcantel. 89. More specifically, Jonathan A. Marcantel’s contract required the CSOL to: continue paying Jonathan A. Marcantel through July 31, 2015; renew his contract for the 2015-2016 Academic Term, absent an event of for-cause termination; and, as stated above, rule on his tenure application. 90. The CSOL, in compliance with Amanda E. Compton’s 2014~2015 Employment Contract, continued to pay her through July 31, 2015. Furthermore, in compliance with Amanda E. Compton's Eimployment Contract, the CSOL renewed her contract of employment for the 2015-2016 Academic Term and issued her a new contract for that term, 91, The CSOL’s Board did not, however, rule on Amanda E. Compton’s tenure application. 92. The CSOL, in conformity with Jonathan A. Marcantel’s 2014~2015 Employment Contract, continued to pay him through July 31, 2015. Furthermore, in conformity with Jonathan ‘A. Marcantel’s Employment Contract, the CSOL renewed his contract of employment for the 2015-2016 Academic Term and issued him a new contract for that term. 93. The CSOL’s Board did not, however, mule on Jonathan A. Marcantel’s tenure application. 94. Neither Amanda E. Compton nor Jonathan A. Marcantel consented to an extension on the date of consideration for their tenure applications. More importantly, both Amanda E. Compton and Jonathan A. Marcantel explicitly told the President—in writing—that they did not consent to an extension on the date of consideration for their tenure applications. 95. Sometime prior to August 14, 2015, Interim President Joseph Harbaugh recommended to the Board that Amanda E. Compton and Jonathan A. Marcantel receive tenure. Upon information and belief, Interim President Joseph Harbaugh was fully aware of the CSOL’s financial situation at the time he communicated his recommendation to the Board. 96. On August 14, 2015, the Board announced a Tolling Policy, the practical effect of which was to prevent any faculty member who has not already achieved tenure from achieving tenure at the CSOL for an indeterminate period of time. Simultaneously, the Board announced that, although the existing tenure candidates had met the standards for tenure at the Charleston School of Law, the Board was not ruling on those applications. Finally, the Board ostensibly created and promulgated the Tolling Policy on the basis of the CSOL"s purported financial exigency. Page 12 of 2397. The Plaintiffs are both existing tenure candidate: Thus, their harm and/or damages and/or controversy is not generalized. Rather, it is specific to them. 98, By failing to render a decision on Amanda E. Compton’s application for tenure during the 2014+2015 Academic Year, the CSOL breached its contract of employment with Amanda E. Compton. 99. . By failing to render a decision on Jonathan A. Marcantel’s application for tenure during the 2014-2015 Academic Year, the CSOL breached its contract of employment with Jonathan A. Marcantel. 100. The grant of tenure has a monetary value, as it represents a form of security of position under which an employee's continued employment is presumptive and the employer bears the burden of demonstrating cause for termination. 101. The CSOL has admitted, through its own statements, that tenure has value. Specifically, the CSOL’s active board members, while acting as a body and in their official capacity, explicitly stated it was necessary to toll tenure decisions. The purported basis for that necessity was the CSOL’s purported financial exigency. If tenure lacked any monetary value, then the CSOL’s purported financial exigency could not be a basis for tolling tenure decisions. Thus, either the CSOL admits that tenure has a monetary value, or the CSOL admits that its purported basis for the Tolling Policy is pretextual, 102, Although. the Plaintiffs have not yet acquired tenure, the Plaintiffs had a contractual right to receive a decision on their tenure applications. That right, and the ability to apply for and receive tenure, was one of the primary facets of consideration that induced the Plaintiffs to execute their contracts with the CSOL. That right, and the ability to enforce it, has a ‘monetary value. 103. By refusing to render a tenure decision to the Plaintiffs, the CSOL has denied the Plaintiffs a substantial, monetarily valuable contractual right. Furthermore, by failing to render a positive tenure decision to the Plaintiffs, the CSOL has denied the Plaintiffs a substantial, ‘monetarily valuable contractual right. The Plaintiffs have been damaged by the CSOL’s breach in an amount to be determined at trial. The PlaintiffS are further entitled to an order requiring the CSOL to specifically perform its contractual duties to Plaintifis. Page 13 of 23FOR A SECOND CAUSE OF ACTION—BREACH OF CONTRACT II (AS TO DEFENDANT CHARLESTON SCHOOL OF LAW, LLC) The Plaintiffs incorporate all paragraphs above as if fully restated herein. 104. Although no mechanism exists within the Plaintiffs’ employment agreements to justify the Board’s unprecedented Tolling Policy, the Plaintifis’ employment agreements do contain explicit, unambiguous language about the CSOL’s obligations in rendering tenure decisions to tenure candidates. 105. Jonathan A. Marcantel’s 2014-2015 Employment Contract with the CSOL explicitly states the following with regard to tenure decisions: “Final promotion decisions should be made in accordance with the AAUP Statement of Government of Colleges and Universities. The Board of Directors, the President and the Dean should, on questions of faculty status, as in other matters where the faculty has primary responsibility, concur with the faculty judgment except in rare instances and for compelling reasons, which should be stated in detail.” 106, ‘That clause unambiguously required the CSOL to grant Jonathan A. Marcantel’s tenure application, unless “compelling reasons” exist. And, assuming compelling reasons did exist, that clause required the CSOL to provide a “detailfed}” reason for the denial. 107. Amanda E. Compton’s 2014-2015 Employment Contract with the CSOL explicitly states the following with regard to tenure decisions: “Final promotion decisions should be made in accordance with the AAUP Statement of Government of Colleges and Universities. The Board of Directors, the President and the Dean should, on questions of faculty status, as in other matters where the faculty has primary responsibility, concur with the faculty judgment except in rare instances and for compelling reasons, which should be stated in detail.” 108. That clause unambiguously required the CSOL to grant Amanda E. Compton's tenure application, unless “compelling reasons” exist.. And, assuming compelling reasons did exist, that clause required the CSOL to provide a “detailfed]” reason for the denial. 109. The phrase “compelling reasons” is not defined within the Plaintiffs’ employment agreements. Furthermore, the word “should” is not defined within the Plaintiffs’ employment agreements 110. In the event these terms are perceived as ambiguous within the context in which they are used, they must be construed against the drafter. 111, The Board of the CSOL drafted all of the contractual provisions for every contract it has ever entered into with Jonathan A. Marcantel. Furthermore, none of the contractual provisions in question were negotiated. That is, the Board drafted and enacted those contractual clauses without input or discussion with Jonathan A. Marcantel or Amanda E. Compton. 112. The Board of the CSOL drafted all of the contractual provisions for every contract it has ever entered into with Amanda E. Compton. Furthermore, none of the- contractual Page 14 of 23provisions in question were negotiated. That is, the Board drafted and enacted those contractual clauses without input or discussion with Amanda E. Compton or Jonathan A. Marcantel. 113, The CSOL has not alleged the existence of a “compelling reason”. Additionally, even assuming the CSOL did allege the existence of a “compelling reason”, the CSOL has not proven the existence of a compelling reason. Furthermore, even if the CSOL has alleged the existence of a compelling feason, the CSOL has failed to provide a detailed reason for the denial. 114. The CSOL has attempted to avoid its contractual obligation to issue a positive decision on the Plaintiffs’ tenure applications by promulgating the Tolling Policy. 115. By failing to issue a positive tenure decision or to provide a detailed reason for the failure to issue a positive tenure decision, the Board has breached Jonathan A. Mareantel’s 2014-2015 Employment Contract with the CSOL, 116. By failirig to issue a positive tenure decision or to provide a detailed reason for the failure to issue a positive tenure decision, the Board has breached Amanda E. Compton's 2014-2015 Employment Contract with the CSOL. 117, The CSOL has further breached the implied duty of good faith and fair dealing—a duty included in all contracts in South Carolina—by failing to render a tenure decision during the 2014-2015 academic year and by doing so based solely upon the animus of the board members of the CSOL. 118 The CSOL has further breached the implied duty of good faith and fair dealing, a duty included in all contracts in South Carolina—by failing to render a tenure decision during the 2014-2015 academic year and by doing so based solely upon the animus of the board members of the CSOL, 119. By failing to issue a positive tenure decision to the Plaintiffs, the CSOL has denied the Plaintiffs a substantial, monetarily valuable contractual right. FOR A THIRD CAUSE OF ACTION—BREACH OF CONTRACT III (AS TO DEFENDANT CHARLESTON SCHOOL OF LAW, LLC) The Plaintiffs incorporate all paragraphs above as if fully restated herein. 120. Upon information and belief, the Board of the CSOL issued the Tolling Policy without receiving or considering a recommendation for alteration from the Dean of the CSOL. 121. By virtue of the Handbook, the Plaintiffs’ individual employment agreements explicitly prohibit the Board from altering the provisions of the Handbook without first receiving and considering a recommendation from the Dean of the CSOL. 122. The Board’s Tolling Policy is an attempt to unilaterally alter the provisions of the Handbook—retroactively—without complying with the process outlined in the Plaintiffs’ individual employment agreements. Page 15 of 23123. As a direct result of the Board’s actions, the CSOL has denied the Plaintiffs a substantial, monetarily valuable contractual right. FOR A FOURTH CAUSE OF ACTION—DECLARATORY JUDGMENT (AS TO. DEFENDANT CHARLESTON SCHOOL OF LAW, LLC) The Plaintiffs incorporate all paragraphs above as if fully restated herein. 124, The Plaintiffs seek to have the Court issue a declaratory judgment, ruling that the CSOL has breached the Plaintiffs’ contracts of employment. 125. The Plaintififs bear a sufficient interest in the contracts in question, as they possess privity, 126. All parties to the Plaintiffs’ employment agreements. have been joined to this action. Thus, all persons or entities who have a claim or interest in the outcome of the proceeding are parties to this action. 127. _ The Plaintiffs have a present interest in the resolution of this dispute, as the CSOL has, and continues to, breach the Plaintiffs’ contracts of employment by failing to rule upon and issue a tenure decision 128, The Plaintiffs have a present interest in the resolution of this dispute, as the CSOL. has and continues to breach the Plaintiffs’ contracts of employment by failing to render a positive tenure decision. FOR A FIFTH CAUSE OF ACTION—BREACH OF CONTRACT ACCOMPANIED BY A FRAUDULENT ACT S TO DEFENDANT CHARLESTON SCHOOL OF LAW, LLC) ¢ The Plaintiffs incorporate all paragraphs above as if fully restated herein. 129. As stated above, the CSOL has individual contracts of employment with the Plaintiffs. 130. As explained above, the CSOL breached its contracts of employment with the Plaintiffs in a variety of respects. 131. Robert 8. Carr and George C. Kosko, while acting in their official capacities as board members of the CSOL, intentionally, willfully, maliciously, and/or recklessly conspired to breach the Plaintiffs’ individual employment agreements. Page 16 of 23132. The CSOL declined to render tenure decisions for the Plaintiffs and has furthermore declined to render positive tenure decisions to the Plaintiffs on the purported basis of a financial exigency. 133. That purported basis is a pretext. That purported basis is dishonest in fact. That purported basis is unfair. The purported basis was an intentional, malicious, willful, and/or reckless misrepresentation. 134, Upon information and belief, the financial situation of the CSOL is better today than the financial situation of the CSOL at this time last year. 135. Upon information and belief, the financial situation of the CSOL is better today than the financial situation of the CSOL during the 2013~2014 Academic Year. 136. Although the financial situation of the CSOL was worse during the 2013-2014 Academic Year, the CSOL granted tenure applications during the 2013-2014 Academic Year. Furthermore, the CSOL granted raises during the 2013~2014 Academic Year. 137. More importantly, the President of the CSOL, while acting in his official capacity, has stated that the Board was “angry” with the Plaintiffs and looking for a reason to deny their tenure. That statement was made approximately twenty-nine days before the Board issued the Tolling Policy. 138. Upon information and belief, the Board is “angry” with Amanda E. Compton for both videotaping a meeting: in which the Board threatened the Faculty and for publically opposing the InfiLaw transaction. 139.” Upon information and belief, the Board is “angry” with Jonathan A. Marcantel for both reporting violations of the Standards to the American Bar Association and publically opposing the InfiLaw transaction. 140. Taken together, these allegations indicate the catalyst for the Tolling Policy was not the CSOL’s financial situation. Rather, the catalyst for breaching the Plaintiffs’ employment agreements was animus towards the Plaintiff 141. The actions of the CSOL have caused the Plaintiffs damages. FOR AN SIXTH CAUSE OF ACTION—TORTIOUS INTERFERENCE WITH A CONTRACT (AS TO DEFENDANTS ROBERT S. CARR AND GEORGE C. KOSKO) ‘The Plaintiffs incorporate all paragraphs above as if fully restated herein, 142. The CSOL had an individual employment agreement with both Jonathan’ A. Marcantel and Amanda E. Compton. Page 17 of 23143. The CSOL breached those contracts of employment. 144. Robert S. Carr and George C. Kosko were aware of those contracts of employment. 145. Robert S. Carr and George C. Kosko intentionally, willfully, maliciously, and/or recklessly procured the breach of those agreements. They individually and collectively procured the breach because they were “angry” with the Plaintiffs and looking for a reason to deny their tenure. 146. Robert S. Carr and George C. Kosko procured the breach in bad faith and for the purpose of animating the malice they individually and collectively bear towards the Plaintifis. Asa result, Robert S. Carr and George C. Kosko are not entitled to a qualified privilege. 147. Robert S. Carr and George C. Kosko were not acting within the scope of their authority as members of the Board when they voted in a manner that was intended to suit their personal, malicious intent as opposed to the business of the CSOL. 148. There was no legitimate justification for either the breach itself or the Defendants’ procurement of that breach. 149. Asa direct result of the Defendants’ actions, the Plaintiffs have suffered damages, to include actual, consequential, and punitive damages in an amount to be determined at trial FOR A SEVENTH CAUSE OF ACTION—ACTION TO PIERCE THE CORPORATE VEIL (AS TO DEFENDANTS CHARLESTON SCHOOL OF LAW, ROBERT S. CARR, AND GEORGE C. KOSKO) The Plaintiffs incorporate all paragraphs above as if fully restated herein. 150. The Board of the CSOL currently consists of two individuals—Robert S. Carr and George C. Kosko. Both Robert S. Carr and George C. Kosko use the CSOL as a mechanism or tool to achieve their own personal ends, without regard to the business interests of the CSOL or the CSOL’s separate legal status. 151. Robert S. Carr and George C. Kosko have used the CSOL as a mechanism to animate their personal malice towards Jonathan A. Marcantel and Amanda E. Compton. 152. Robert S. Carr and George C. Kosko have used the CSOL as a mechanism to animate their personal malice towards other faculty members who opposed the InfiLaw transaction. 153. Robert S. Carr and George C. Kosko have used the continued existence of the CSOL as a bargaining chip in a high-stakes game of chicken designed solely and purely to enrich Page 18 of 23themselves, personally. For instance, and upon information and belief, Robert S. Carr and George C, Kosko have intentionally, willingly, and knowingly grossly undercapitalized the CSOL with the intention of placing the CSOL in a precarious financial position. More specifically, Robert S. Carr and George C. Kosko have underfunded the CSOL with the intention of using the CSOL’s precarious financial position as a basis to coerce and intimidate faculty members into agreeing to the InfiLaw transaction. Furthermore, the purpose behind that campaign of fear served no legitimate business purpose for the CSOL. Rather, the sole purpose of that conduct was to ultimately enrich Robert S. Carr and George C. Kosko personally. 154, Robert S. Carr and George C. Kosko have made a number of statements indicating they perceive the CSOL as a means to achieve their own personal ends, as opposed to a separate legal entity with ends unto itself. Specifically, and upon information and belief, George C. Kosko has stated—on a number of occasions and in a variety of contexts—that he would vote to close the CSOL before he would permit the CSOL to be transferred to any entity other than InfiLaw. Upon information and belief, George C. Kosko made those statements both out of personal spite as well as the desire to enrich himself through the InfiLaw transaction. Upon information and belief, no legitimate business purpose exists for those statements and the sentiments that underlie them. Rather, the purpose behind those statements was to intimidate faculty by threatening their jobs. And, the purpose of intimidating faculty was to ultimately close the InfiLaw transaction and enrich himself personally. 155. Furthermore, Robert S. Carr, during an open faculty meeting, stated that 2/3 of his retirement is wrapped up in the sale of the CSOL, Thus, in effect, Robert 8. Carr perceives the CSOL as his retirement fund—not as a separate legal entity. 156. Upon information and belief, both Robert S. Carr and George C. Kosko have retained property belonging to the CSOL without providing consideration to the CSOL for the transfer. More specifically, both Robert S. Carr and George C. Kosko have retained technological equipment belonging to the CSOL without providing consideration for the transfer. 157, Upon information and belief, Robert S. Carr and George C. Kosko have declined multiple offers to purchase the CSOL because the offers would not personally net them as much money as the InfiLaw transaction. Nevertheless, those offers, if taken, would have preserved the legal status of the CSOL and permitted the CSOL to pay its creditors. 158. Robert $. Carr and George C. Kosko made a number of financial decisions that were not in the best interests of the CSOL but were instead made solely with the purpose of benefiting them personally. Specifically, Robert S. Carr and George C. Kosko issued a promissory note to InfiLaw in the amount of Six Million Dollars ($6,000,000.00). The sole purpose of that promissory note was to purchase the membership shares of Ralph C. McCullough I and Alexander M. Sanders, Jr. such that Robert $. Carr and George C. Kosko could increase their own control over the CSOL and increase the value of their own shares. Page 19 of 23159, Furthermore, and at the same time Robert $. Carr and George C. Kosko were encumbering the CSOL with a Six Million Dollar ($6,000,000.00) promissory note, Robert S. Carr and George C. Kosko were also obligating the CSOL to pay InfiLaw approximately Six Hundred Thousand Dollars ($600,000.00) per year in management and consulting fees, plus expenses. Upon information and belief, InfiLaw has not provided management and consulting services to the CSOL. And, even assuming InfiLaw provided some management and consulting services to the CSOL, those services were grossly disproportionate to the price the CSOL agreed to pay. 160. Upon information and belief, the Management & Consulting Agreement between InfiLaw and the CSOL does not actually represent management and consulting services. Rather, the costs captured in that agreement are actually acquisition costs. More specifically, the CSOL agreed to pay InfiLaw for services related specifically to acquiring the membership shares of Robert §, Carr and George C. Kosko. Nevertheless, Robert 8. Carr and George C. Kosko burdened the CSOL will paying those costs. 161. Upon information and belief, no legitimate business reason exists for obligating the CSOL to pay for services outlined in the Management & Consulting Agreement. 162. Upon information and belief, all of these actions were taken with the twin aim of animating Robert S. Carr’s and George C. Kosko’s personal spite and ultimately enriching themselves personally. Upon information and belief, Robert 8. Cart and George C. Kosko did not even consider the separate interests of the CSOL when making these decisions. 163. Upon information and belief, Robert S. Carr and George C. Kosko have operated the CSOL in a manner intended to defeat public policy 164. The South Carolina Commission on Higher Education (“the CHE”) is a body created by statute whose purpose is to ensure the educational quality of academic institutions in South Carolina 165. After the CSOL and Infilaw applied for the transfer of the CSOL’s license to operate an academic institution in the State of South Carolina, a variety of constituency groups vehemently opposed the transfer. One of those constituency groups was the Faculty of the CSOL. 166. Ultimately, Infiaw withdrew its application to transfer the license. Upon information and belief, Infiaw withdrew its application because it knew the application would be denied. 167. Upon information and belief, Robert S. Carr, George C. Kosko, and InfiLaw believe that the application would be approved, if faculty support existed for the transaction. Thus, upon information and belief, Robert S. Cam and George C. Kosko have conducted a Page 20 of 23campaign of fear and intimidation in hopes of cowing the Faculty into agreeing to the InfiLaw transaction, Upon information and belief, the purpose of the campaign is to convince the Faculty to make false statements to the CHE and thus hopefully acquire CHE approval for the transfer at some point in the future, More specifically, the purpose is to convince the Faculty to publically support the transaction before the CHE, even though the Faculty does not actually believe the transaction is good for the CSOL or its students. 168. To permit Robert S. Carr and George C. Kosko to hide behind the CSOL would only serve injustice and fundamental unfaimess. FOR AN EIGHTH CAUSE OF ACTION—ACTION FOR RECEIVER (AS TO DEFENDANT CHARLESTON SCHOOL OF LAW) The Plaintiffs incorporate all paragraphs above as if fully restated herein. 169. Upon information and belief, the CSOL is insolvent or in danger of becoming insolvent due to the wasteful, self-interested decisions of Robert S. Carr and George C. Kosko. 170. Upon information and belief, Robert S. Carr and George C. Kosko are mismanaging the CSOL, its assets, and its revenues. 171, The Court should appoint a receiver to protect the assets and revenues of the CSOL and preserve them for the benefit of the CSOL’s creditors—including the Plaintiffs FOR A NINTH CAUSE OF ACTION—VIOLATIONS OF THE SOUTH CAROLINA UNFAIR TRADE PRACTICES ACT (AS TO DEFENDANTS CHARLESTON SCHOOL OF LAW, ROBERT S. CARR, AND GEORGE C. KOSKO) ‘The Plaintiffs incorporate all paragraphs above as if fully restated herein. 172. The Defendants are in business and providing services in the State of South Carolina. 173. The Defendants are engaged in trade or commerce as those terms are used in South Carolina Code Annotated section 39-5-20. 174, - The Det endants’ trade and/or commerce affects the people of South Carolina. 175. As articulated above, the Defendants have engaged in a variety of acts that are unfair and deceptive. Furthermore, the Defendants have engaged in those acts within the context of their trade or commerce. 176. The Defendants’ actions were intentional, willful, knowing, malicious, wanton, and/or reckless. Page 21 of 23177. The Defendants’ unfair and deceptive acts have a potential for repetition for two reasons. First, the Defendants have engaged in the exact same conduct on multiple occasions. Second, the Defendants have issued a policy that requires the CSOL to continue engaging in the conduet. 178. The Defendants’ unfair and deceptive acts affect the public interest for three reasons. First, the Defendants’ acts have the potential for repetition and indeed have been’ repeated, Second, and upon information and belief, at least 80% of the revenue generated by the CSOL and managed by Robert S. Carr and George C. Kosko is federally subsidized student loan money. As a result, their actions and omissions with-reference to that money are inherently in the public interest, Third, the Defendants’ actions and omissions occurred with the subjective purpose of misleading a state regulatory body. As a result, their acts and omissions are inherently in the public interest. 179. Asa direct result of the Defendants’ actions, the Plaintiffs have suffered monetary damages, to include actual, consequential, and punitive damages in an amount to be determined at trial FOR A TENTH CAUSE OF ACTION—NEGLIGENCE, (AS TO DEFENDANTS ROBERT S. CARR AND GEORGE C. KOSKO) The Plaintiff's incorporate all paragraphs above as if fully restated herein. 180, The Defendants Robert S. Carr and George C. Kosko are the sole members and directors of the CSOL. 181. The Defendants have duties to the CSOL faculty and students with regard to, inter alia, general administration of the CSOL, the CSOL employment practices, financial oversight of the CSOL, compliance with accreditation standards, decisions relating to tenure and other employment practices. 182. As more filly set forth hereinabove, the Defendants Robert S. Carr and George C. Kosko have breached their duty of care with regard to their duties to the CSOL, students, and faculty, to include Plaintifls. 183, Said Defendants’ acts and omissions have actually and proximately caused injury to the CSOL, students, and faculty, to include Plaintiffs. 184, As a result of the negligence of the Defendants Robert S. Carr and George C. Kosko, Plaintiffs have suffered injury and damages in an amount to be proven at trial, to include actual, consequential, and punitive damages. FOR AN ELEVENTH CAUSE OF ACTION— GROSS NEGLIGENCE (AS TO DEFENDANTS ROBERT S$. CARR AND GEORGE C. KOSKO) ‘The Plaintiffs incorporate all paragraphs above as if fully restated herein. Page 22 of 23185. As more fully set forth above, the Defendants Robert S. Carr and George C. Kosko have acted negligently with regard to their duties to the CSOL, students, and faculty, to include Plaintiffs. 186, The Defendants Robert S. Carr and George C. Kosko have acted intentionally and consciously in the commission of these negligent acts 187. The Defendants Robert S. Carr and George C. Kosko have committed these acts in their own self-interest and with such little indifference to the consequences of the actions for the CSOL, students, and faculty, to include Plaintiffs. 188. Said Defendants’ acts and omissions have actually and proximately caused injury to the CSOL, students, and faculty, to include Plaintiffs. 189. As a result of the gross negligence of the Defendants Robert S. Carr and George C. Kosko, Plaintiffs have suffered injury and damages in an amount to be proven at trial, to include actual, consequential, and punitive damages. WHEREFORE, having fully stated their Complaint against the Defendants, the Plaintiffs seek specific performance from CSOL of its contractual obligations to Plaintiffs; the the appointment of a receiver; the award of actual, special, consequential, statutory, and punitive damages in an amount to be determined at trial; the award of attorneys’ fees and costs; and all other legal and equitable relief as this Honorable Court may deem just and appropriate. ALTMAN & COKER, LLC Ce Meredith L. Coker meoker@altmancoker.com S.C. Bar No: 71103 575 King Street, Suite A Charleston, South Carolina 29403 Tel: (843) 853-9907 Fax: (843) 722-5702 Attorneys for the Plaintiffs October 16, 2015 Page 23 of 23ALTMAN: eCOKER® Arronneys@ Counsriorsar Law Rachel A. Meyer meyer@altmancoker.com October 16, 2015 Via Courier ‘The Honorable Julie J. Armstrong Charleston County Clerk of Court 100 Broad Street, Suite 106 Charleston, South Carolina 29401 Re: Marcantel and Compton v. Charleston School of Law, Kosko, and Kerr Our File Number: [01229] Dear Ms. Armstrong: Enclosed for filing please find an original plus one (1) copy of a Civil Action Coversheet, original plus one (1) copy of a Summons, and an original plus one (1) copy of a Complaint. I have also included our firm’s check in the amount of $150.00 for cost of filing this action. Kindly retum a filed copy of the documents with our courier. If you have any questions, please do not hesitate to contact me. Thank you. Rachel A. Meyer Mier) Paralegal Enclosures ce: “Please note our facsimile number has changed to (843) 722-5702* wrcnenanconencon | BIGKNGSTET | sores [ evsnsesron one | ZMH |