IN THE CIRCUIT COURT OF MARSHALL COUNTY, ALABAMA

DAVID JACOBS BARROW, )

Plaintiff )

Vs. )
CASE NO. CV-2014-____________
)

MIKES HUNTSVILLE, LLC, An )
Alabama Limited Liability Company;
MIKES HOLDINGS, LLC, An )
Alabama Limited Liability Company;
MIKE RAY JONES, individually )
and doing business as Mikes
Merchandise, )

Defendants. )

COMPLAINT

Statement of Parties and Facts
1. Plaintiff and Defendant Mike Ray J ones (hereinafter referred to as J ones) are residents
of Marshall County, Alabama.

2. Mikes Huntsville, LLC is an Alabama limited liability company.

3. Mikes Holdings, LLC is an Alabama limited liability company.

4. On or about May 31, 2002, Plaintiff and Mike Ray J ones formed Mikes Huntsville, LLC
(hereinafter Mikes Huntsville) by executing and filing Articles of Organization of
Mikes Huntsville, LLC (hereinafter Mikes Huntsville Articles) in the Office of the
Probate J udge of Marshall County, Alabama, a true and correct copy of Mikes
Huntsville Articles are attached hereto as Exhibit A and incorporated herein by reference.

5. On or about J uly 13, 2007, Mikes Huntsville Articles were subsequently amended by the
First Amendment to the Articles of Organization of Mikes Huntsville, LLC executed by
Plaintiff and J ones and filed in the Office of the Probate J udge of Marshall County,
Alabama, a true and correct copy of said amendment is attached hereto as Exhibit B and
incorporated herein by reference. (That Mikes Huntsville Articles and the First
Amendment to Mikes Huntsville Articles are collectively referred to herein as the
Mikes Huntsville Articles.)

6. On or about May 31, 2002, Plaintiff and J ones provided for the terms and conditions for
operating Mikes Huntsville by each executing an Operating Agreement for Mikes
1

ELECTRONICALLY FILED
10/28/2014 3:50 PM
50-CV-2014-900513.00
CIRCUIT COURT OF
MARSHALL COUNTY, ALABAMA
CHERYL PIERCE, CLERK
Huntsville, LLC (the Mikes Huntsville Operating Agreement), a true and correct copy
of the Mikes Huntsville Operating Agreement is attached hereto as Exhibit C and
incorporated herein by reference.

7. Pursuant to the Mikes Huntsville Operating Agreement, Plaintiff and J ones commenced
operating Mikes Huntsville and have continued to operate it to the present date at three
locations in Decatur, Alabama, Huntsville, Alabama and Muscle Shoals, Alabama.

8. On or about J uly 20, 2006, Plaintiff and J ones formed an Alabama limited liability
company known as Mikes Holdings, LLC (hereinafter Mikes Holdings) by executing
and filing Articles of Organization of Mikes Holdings, LLC (hereinafter Mikes
Holdings Articles) in the Office of the Probate J udge of Marshall County, Alabama, a
true and correct copy of Mikes Holdings Articles are attached hereto as Exhibit D and
incorporated herein by reference.

9. On or about J uly 20, 2006, Plaintiff and J ones provided for the terms and conditions for
operating Mikes Holdings by each executing an Operating Agreement for Mikes
Holdings, LLC (the Mikes Holdings Operating Agreement), a true and correct copy of
the Mikes Holdings Operating Agreement is attached hereto as Exhibit E and
incorporated herein by reference.

10. Pursuant to the Mikes Holdings Operating Agreement, Plaintiff and J ones commenced
operating Mikes Holdings and have continued to operate it to the present date.

11. Mikes Merchandise is a sole proprietorship owned and operated by Defendant Mike Ray
J ones and whose principal business location is in Guntersville, Marshall County,
Alabama.
COUNT ONE
Accounting and Injunction
12. Plaintiff adopts paragraphs One through Eleven of his complaint as if fully set forth
herein.

13. Upon information and belief, commencing in approximately J uly 2014 J ones began
transferring and diverting certain inventory, assets, merchandise, and property of Mikes
Huntsville from its business locations in Huntsville, Decatur and Muscle Shoals to
J oness separately owned business, Mikes Merchandise in Guntersville, Alabama.

14. Mikes Merchandise in Guntersville, Alabama sells and otherwise deals in the same type
of inventory and merchandise as Mikes Huntsville.

15. The transfers and diversions made by J ones were made without consideration, not in the
ordinary course of Mikes Huntsville business and without the knowledge or consent of
Plaintiff.

2

16. Upon information and belief, J ones has diverted and withdrawn funds from Mikes
Huntsville and appropriated funds of Mikes Huntsville to his own personal use and
benefit.

17. The transfers, diversions and appropriations by J ones herein alleged are fraudulent
transfers, are in breach of the Mikes Huntsville Operating Agreement and J oness
statutory duty of loyalty, good faith and fair dealing owed to Plaintiff and Mikes
Huntsville.

18. Plaintiff is unable to determine the exact dollar amount of the assets, inventory,
merchandise and funds transferred, diverted or appropriated by J ones from Mikes
Huntsville without an accounting.

19. Plaintiff has no adequate remedy at law and invokes the power of the Court pursuant to
Section 10A-5-4.03(c) of the Code of Alabama.

20. Unless Defendant is restrained from transferring, diverting or converting inventory,
assets, merchandise and funds of Mikes Huntsville, the assets of Mikes Huntsville will
be dissipated and Plaintiff will suffer irreparable loss and damage.
WHEREFORE, Plaintiff demands judgment against Defendant Mike Ray J ones for an
accounting of all dealings and transactions between Mikes Huntsville, LLC and Mike Ray
J ones, individually and doing business as Mikes Merchandise in Guntersville, Alabama; for
the appointment of a receiver for Mikes Huntsville, LLC to perform a full accounting of the
assets and liabilities of Mikes Huntsville, LLC since May 1, 2014; voiding all transfers of
Mikes Huntsville, LLC property or assets to Defendant Mike Ray J ones, both individually
and doing business as Mikes Merchandise Guntersville, Alabama; for the restoration to
Mikes Huntsville, LLC of all funds, inventory, merchandise, assets or property diverted,
transferred, or appropriated by Defendant Mike Ray J ones and rightfully belonging to Mikes
Huntsville, LLC or a money judgment for the value thereof; an injunction enjoining
Defendant Mike Ray J ones, individually and doing business as Mikes Merchandise from
interfering with and disposing of Mikes Huntsville, LLC assets or property pending the
further orders of the court; for a reasonable attorneys fee for Plaintiffs attorneys in
prosecuting this action; costs, and for such other and further relief to which Plaintiff may be
entitled.
COUNT TWO
Breach of Fiduciary Duties
21. Plaintiff adopts paragraphs One through Twenty of his complaint as if fully set forth
herein.

22. J ones is a managing member of Mikes Huntsville and as such, pursuant to Section 10A-
5-3.03, Code of Alabama, 1975 owes to Plaintiff and Mikes Huntsville the fiduciary
duties of loyalty and care.

3

23. J ones has failed to account to Mikes Huntsville and hold as trustee for it property, profit,
and benefit derived by him in the conduct of the business of Mikes Huntsville or derived
from a use by him of the property of Mikes Huntsville.

24. J ones has dealt with Mikes Huntsville in the conduct of its business as a party having an
interest adverse to Mikes Huntsville.

25. J ones has engaged in intentional misconduct and knowing violations of the law in the
conduct of the business of Mikes Huntsville.

26. J ones had failed to discharge his duties to Mikes Huntsville and Plaintiff under the
Alabama Limited Liability Company Law and Mikes Huntsville Operating
Agreement and exercise his rights consistently with the obligation of good faith and fair
dealing.
WHEREFORE, Plaintiff demands judgment against Defendant Mike Ray J ones for
damages in such amount as may be determined by the evidence and the Court; for a
reasonable attorneys fee for Plaintiffs attorneys in prosecuting this action; interest; costs,
and for such other and further relief to which Plaintiff may be entitled.
COUNT THREE
Conversion

27. Plaintiff adopts paragraphs One through Twenty-Six of his complaint as if fully set forth
herein.

28. Commencing on or about J uly 2014, J ones converted to his own use inventory, property,
assets, merchandise and funds of Mikes Huntsville of an unknown value, but which will
be determined in the accounting requested in this action, the property of Mikes
Huntsville.
WHEREFORE, Plaintiff demands judgment against Defendant Mike Ray J ones in a sum
to be determined by the evidence and the Court, interest, and costs.
COUNT FOUR
J udicial Dissolution of Mikes Huntsville, LLC

29. Plaintiff adopts paragraphs One through Twenty-Eight of his complaint as if fully set
forth herein.

30. Pursuant to Section 10A-5-7.02 of the Code of Alabama, 1975, as amended, Plaintiff
hereby applies for a decree of judicial dissolution of Mikes Huntsville and avers that it is
not reasonably practicable to carry on the business of Mikes Huntsville in conformity
with the Mikes Huntsville Articles and Mikes Huntsville Operating Agreement.

4

31. That it would be in the best interest of the winding up of the business of Mikes
Huntsville that a receiver of the assets and property of Mikes Huntsville be appointed
with the powers and duties as provided in Section 10A-5-7.03, Code of Alabama, 1975.
WHEREFORE, Plaintiff demands judgment against Defendant dissolving Mikes
Huntsville, LLC; appointing a receiver for winding up the affairs of Mikes Huntsville, LLC;
and for such other and further relief to which Plaintiff may be entitled.
COUNT FIVE
J udicial Dissolution of Mikes Holdings, LLC
32. Plaintiff adopts paragraphs One through Twenty-Eight of his complaint as if fully set
forth herein.

33. Pursuant to Section 10A-5-7.02 of the Code of Alabama, 1975, as amended, Plaintiff
hereby applies for a decree of judicial dissolution of Mikes Holdings and avers that it is
not reasonably practicable to carry on the business of Mikes Holdings in conformity
with the Mikes Holdings Articles and Mikes Holdings Operating Agreement.

34. That it would be in the best interest of the winding up of the business of Mikes Holdings
that a receiver of the assets and property of Mikes Holdings be appointed with the
powers and duties as provided in Section 10A-5-7.03, Code of Alabama, 1975.
WHEREFORE, Plaintiff demands judgment against Defendant dissolving Mikes
Holdings, LLC; appointing a receiver for winding up the affairs of Mikes Holdings, LLC;
and for such other and further relief to which Plaintiff may be entitled.

s/ George M. Barnett
George M. Barnett (BAR034)
Attorney for the Plaintiff
431 Gunter Avenue
Guntersville, AL
(256) 582-0133
gbarnett@gbarnettlaw.com


5