Filing # 158167940 E-Filed 09/27/2022 07:42:31 AM

IN THE CIRCUIT COURT OF THE ELEVENTH JUDICIAL CIRCUIT

IN AND FOR MIAMI-DADE COUNTY, FLORIDA

Joseph A. Cartagena p/k/a Fat Joe, Terror

Squad Productions, Inc., Slate, Inc., Slate,
LLC, Azzy’s Way, LLC, Beleeedat, LLC, R4
So Valid, LLC, Wooo, LLC, and Sneaker
Addict Touring, LLC,
COMPLEX BUSINESS
Plaintiffs, LITIGATION DIVISION

v. CASE NO:

BDO USA, LLP, Andre N. Chammas, CPA, JURY TRIAL DEMANDED

and Vanessa Rodriguez a/k/a Vanessa
Rodriguez Sanudo,

Defendants.

COMPLAINT

Plaintiffs Joseph A. Cartagena (p/k/a Fat Joe), Terror Squad Productions, Inc., Slate, Inc.,

Slate, LLC, Azzy’s Way, LLC, Beleeedat, LLC, R4 So Valid, LLC, Wooo, LLC, and Sneaker

Addict Touring, LLC, by and through their attorneys Quinn Emanuel Urquhart & Sullivan, LLP,

bring this action against Defendants BDO USA, LLP (“BDO”), Andre N. Chammas, CPA

(“Chammas”), and Vanessa Rodriguez (a/k/a Vanessa Rodriguez Sanudo) (“Rodriguez”), and

hereby allege upon personal knowledge as to themselves and as to their own conduct, and upon

information and belief as to all other matters, as follows:

NATURE OF THE ACTION

1. The clock is ticking. A decade ago, Cartagena, on behalf of himself and the other

Plaintiffs—various business entities that he owns—began using BDO and Chammas to provide
tax preparation, bookkeeping, and bill payment services.1 Rodriguez directly assisted Chammas

and worked for BDO as a Senior Client Services Representative and account executive. Recently,

Cartagena learned that there have been a slew of irregularities and fraudulent activity with regard

to those services: for example, numerous delinquent and unpaid mortgage and bill payments; the

booking of revenues that were never deposited into Plaintiffs’ accounts; discrepancies in the

amount of money that Plaintiffs have paid to BDO for services rendered; payments to unauthorized

American Express accounts that are not Cartagena’s and payments to Cartagena’s American

Express account from unrecognized bank accounts, both hallmarks of a Ponzi scheme; payments

for a car Cartagena no longer owns; and identity theft perpetrated by Rodriguez, who opened the

unauthorized credit cards and was so brazen that she used the ATM located in BDO’s building to

obtain cash advances from the cards and used the cards to pay her child’s school tuition. To further

investigate these issues, Cartagena requested that BDO and Chammas immediately provide him

with copies of his accounting records and related information.

2. But rather than cooperate with a longtime client and offer to lend assistance, BDO

and Chammas have employed a different strategy: stonewall and delay. For example, Cartagena

repeatedly requested the login information for Bill.com—a centralized platform for sending,

receiving, processing, and paying bills, invoices, and the like—but BDO and Chammas either

ignored his pleas or made up stories to cover their trail. In an August 25, 2022 letter to Cartagena,

BDO even claimed that it “is not aware that . . . Cartagena has a Bill.com account.” But BDO has

been forwarding emails from Bill.com to Cartagena for the duration of their relationship. Notably,

1 Around 2012, Cartagena hired Chammas, then with Morrison, Brown, Argiz & Farra, LLC
(“MBAF”), to provide accounting services. In 2021, BDO acquired MBAF and made Chammas
a partner. Unless otherwise specified, references to BDO include MBAF.

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on August 24 (the day before BDO sent its letter), BDO forwarded an email from Bill.com to

Cartagena regarding a payment he received.

3. Now Plaintiffs know why BDO and Chammas have been trying to obstruct their

investigation: Plaintiffs are the target of a fraudulent scheme that BDO and Chammas—with

Rodriguez’s assistance—have been orchestrating for years and that has resulted in millions of

dollars in damages. And Plaintiffs are not alone. Other famous clients of BDO, Chammas, and

Rodriguez, including several professional baseball players, have also been victimized. The bottom

line is that, by executing and reaping the benefits of their money-making scheme, BDO and

Chammas have committed malpractice and professional negligence, breached the fiduciary duties

they owe to Plaintiffs, misappropriated millions of dollars, defrauded Plaintiffs, and been unjustly

enriched. Rodriguez has also committed conversion and been unjustly enriched.

4. As a remedy, the Court should order BDO and Chammas to immediately turn over

all documents and information to which Plaintiffs are legally entitled, as well as award damages,

legal costs and fees, and all other appropriate relief against BDO, Chammas, and Rodriguez.

THE PARTIES

5. Joseph A. Cartagena is a resident of New Jersey. Until approximately nine months

ago, Cartagena was a resident of Florida.

6. Terror Squad Productions, Inc., Slate, Inc. and Slate, LLC (together “Slate”),

Azzy’s Way, LLC, Beleeedat, LLC, R4 So Valid, LLC, Wooo, LLC, and Sneaker Addict Touring,

LLC are Florida limited liability companies. Cartagena owns these business entities.

7. BDO is a national public accounting, tax, and advisory firm headquartered in

Chicago, Illinois and organized as a limited liability partnership under Delaware law. BDO is the

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largest accounting firm in the state of Florida, with offices in Miami, Tampa, Orlando, Fort

Lauderdale, Boca Raton, Jacksonville, and West Palm Beach.

8. Chammas is a Florida certified public accountant and a partner in BDO’s office

located at 1450 Brickell Avenue, Miami, Florida. That office is also the former headquarters of

MBAF, where Chammas worked as a partner from 2012 until MBAF’s merger with BDO.

Chammas is a resident of Florida.

9. BDO and Chammas are registered and licensed to practice accounting in Florida.

10. Rodriguez worked for BDO as a Senior Client Services Representative and account

executive in the office at 1450 Brickell Avenue. She also worked at that address as an employee

at MBAF, where she worked from around 2016 until the merger with BDO. Rodriguez is a resident

of Florida.

11. At all relevant times, BDO was responsible for the actions and conduct of Chammas

and Rodriguez, who were acting as employees of BDO and within the scope of their employment

when they committed the misconduct discussed in the complaint.

JURISDICTION AND VENUE

12. The Court has subject matter jurisdiction because Plaintiffs seek injunctive relief

and, thus, this is a “case in equity.” Fla. Stat. § 26.012(2)(c), (3). The Court also has jurisdiction

because this is a case at law and the matter in controversy exceeds the sum of $30,000, not

including interest, costs, and attorneys’ fees. Id. § 26.012(2)(a).

13. The Court has personal jurisdiction over BDO, Chammas, and Rodriguez. This

action arises out of BDO’s operating, conducting, engaging in, and carrying on its business in this

state, where it also has several offices. Id. § 48.193(1)(a)(1). Specifically, Chammas (the BDO

partner responsible for handling Plaintiffs’ accounts) and Rodriguez (the person who assisted him)

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are in the Miami-Brickell office. This action also arises out of tortious acts that BDO, Chammas,

and Rodriguez committed—and are still committing—in this state. Id. § 48.193(1)(a)(2).

Moreover, as explained in more detail below, BDO and Chammas refuse to produce records and

data to which Plaintiffs are lawfully entitled. Most, if not all, of that property is located in Florida.

Finally, BDO, Chammas, and Rodriguez are engaged in “substantial and not isolated activity

within the state.” Id. § 48.193(2).

14. This Court is the proper venue because BDO, Chammas, and Rodriguez “reside”

in Miami-Dade County; the causes of action accrued and are continuing to accrue here; and the

property in litigation is primarily located here. Fla. Stat. § 47.011.

15. This case is subject to mandatory assignment to the Complex Business Litigation

Section of the Eleventh Judicial Circuit Court in and for Miami-Dade County, Florida because the

amount in controversy exceeds $750,000 and the case involves, among other things, “Professional

Malpractice,” “Business Transactions,” and “Business Torts.”

FACTUAL ALLEGATIONS

I. CARTAGENA ENGAGES BDO TO PROVIDE ACCOUNTING AND BILL-PAYMENT SERVICES

16. Cartagena is a world-famous rapper and entrepreneur. Because of the demands of

his career, he must rely on others to manage major aspects of his life, including his finances. On

a daily basis, he and his businesses receive bills, invoices, payments, etc. and have significant sums

of money moving in and out of their accounts. Cartagena cannot manage those activities alone, so

he entrusts accountants, lawyers, and advisers to protect his and his businesses’ financial well-

being.

17. For the past ten years, one of those confidants was BDO partner Chammas, who

was assisted by Rodriguez beginning around 2016. In 2012, Cartagena began using Chammas,

who was then a partner at MBAF, to provide accounting services for him and his businesses. Since

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then, Plaintiffs have relied on and trusted Chammas to file tax returns, pay bills, prepare financial

statements, and provide other bookkeeping services. Indeed, until July 2022, when Cartagena first

learned of the fraudulent activity described in this complaint, Chammas, Rodriguez, and BDO had

exclusive access (including online access) to Plaintiffs’ bank accounts, American Express and

other credit card accounts, insurance accounts, and other recurring accounts. Plaintiffs had no

access to or information about these accounts during that time.

18. In January 2021, BDO acquired MBAF, including all partners and employees. Thus,

Chammas became a BDO partner and Rodriguez a BDO employee. Plaintiffs’ MBAF client file

containing years of records and data to which they are lawfully entitled is now in BDO’s possession.

19. After the merger, BDO and Chammas (assisted by Rodriguez) continued to provide

the same accounting services to Plaintiffs as before. They (i) did Plaintiffs’ taxes; (ii) paid their

bills; (iii) processed checks, payments, and other income; (iv) maintained a QuickBooks ledger

tracking all financial activity associated with Plaintiffs’ accounts; (v) reconciled Plaintiffs’ bank

and credit card accounts; (vi) created financial statements and other work product summarizing

Plaintiffs’ financial status; and (vii) maintained an online repository of all work product,

correspondence, and supporting documentation.

20. BDO and Chammas charged Plaintiffs a significant amount of money for these

services. For example, from January 1 to July 5, 2022, Plaintiffs paid $116,100, or nearly $20,000

per month.

II. CARTAGENA DISCOVERS EGREGIOUS ACCOUNTING MISCONDUCT

21. On July 14, 2022, BDO fired Rodriguez, who had helped manage Plaintiffs’

accounts. Immediately following her involuntary termination, Rodriguez misrepresented to

Cartagena that she had voluntarily quit her position at BDO. Notably, on July 15, 2022, Chammas

spoke to Cartagena about Rodriguez, but did not indicate that Rodriguez had been terminated or

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that there was any cause for concern. On the contrary, he recommended Rodriguez as an asset and

suggested that Cartagena hire her to continue helping with Plaintiffs’ finances. Fortunately,

Cartagena declined. As Plaintiffs would later discover, Rodriguez was known by BDO partners

as being unreliable, she had been terminated from her position, and BDO subsequently opened an

internal investigation into her activities on suspicion of fraud.

22. Chammas never revealed that Rodriguez had been terminated. Nor did he or BDO

ever cut off Rodriguez’s access to Plaintiffs’ accounts following her firing. Rather, as further

explained below, Rodriguez continued to access and manipulate Plaintiffs’ accounts for weeks,

until Cartagena realized what was happening and removed her from the accounts himself.

23. On July 25, ten days after Rodriguez’s termination, Cartagena learned of

concerning accounting misconduct associated with his home mortgage payments. The bank that

owns his mortgage contacted his representatives concerning “a large problem” with his account:

every single one of his 2022 mortgage payments was seriously delinquent when posted. His

“[o]verall payment history . . . always teetered around the 30-day late threshold,” the bank

explained. Two payments—in January and July 2022—were more than 30 days late.

24. Examples of the delinquent payments are reflected in the following table:

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 25. Significantly, on January 28, 2022, a payment was posted 38 days late that was

subsequently reversed and re-credited to Plaintiffs’ account without any explanation. A

subsequent payment was made on February 7 that the bank applied to cover the January payment.

There was also not a single mortgage payment made for the month of April. The bank thus had to

retroactively apply a payment made in May to cover April. These payments were so troubling that

the bank’s president pulled Cartagena’s file, highlighted the transactions, and forwarded it to him:

26. The delinquent payments resulted in late fees and were twice reported to a credit

bureau, causing Cartagena’s credit score to decline.

III. CARTAGENA REQUESTS HIS ACCOUNTING RECORDS, BUT BDO STONEWALLS

27. Seeking answers, on July 26, 2022, the day after learning his mortgage had been

seriously mismanaged, Cartagena contacted BDO and Chammas, his trusted accountants on whom

he had relied for years to manage his bills, taxes, loans, and mortgage; to create financial reports;

and to take care of Plaintiffs’ other financial obligations. He sought an explanation for the

delinquent payments and requested that BDO provide certain of Plaintiffs’ accounting records and

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information. But BDO and Chammas refused to cooperate. Instead, they delayed; produced partial,

unresponsive, and faulty data; denied responsibility; and eventually went AWOL.

28. Sometime between July 26 and August 1, 2022, after Cartagena alerted BDO to the

delinquent mortgage payments, BDO commenced an investigation into Rodriguez and the

suspicious activities in Plaintiffs’ accounts. On August 1, after Plaintiffs first learned of the inquiry,

counsel for Plaintiffs contacted BDO’s associate general counsel, Steven DeGeorge, seeking

confirmation that BDO would provide the results of its investigation into Rodriguez. About five

hours later, DeGeorge responded by falsely suggesting that just one “mortgage payment . . . may

have been made late” (emphasis added), and denying any awareness of irregularities associated

with “the accounting and bill payment services BDO provided to” Plaintiffs. When Plaintiffs’

counsel followed up by asking for a simple yes-or-no confirmation that an investigation and audit

was in fact being performed, it took DeGeorge almost a full day to muster one sentence: “We do

not discuss our internal processes.”

29. Understandably, these responses were extremely troubling to Plaintiffs.

Cartagena’s mortgage had been seriously mishandled, Rodriguez had been terminated just days

earlier, and BDO had launched an internal investigation, and yet rather than communicate with

Cartagena to help correct the situation, BDO elected to downplay the events and refused to address

even the most superficial of inquiries. Confused and alarmed, Cartagena decided to take matters

into his own hands and investigate Plaintiffs’ accounts himself. But his efforts to uncover the truth

were met at every turn with lies and deceit.

30. For example, on August 8, 2022, Plaintiffs’ counsel sent a letter to DeGeorge

generally reiterating requests for records and information that Plaintiffs had been seeking for

weeks. Among other things, he requested copies of any engagement letters and agreements

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between the parties to confirm Plaintiffs’ understanding that they had never executed an

engagement letter with BDO and had not executed an engagement letter with Chammas/MBAF

since 2018. BDO and Chammas failed to provide any agreements covering the period from 2012

through August 2021. But to Plaintiffs’ shock, they produced contracts purportedly executed by

Cartagena covering August 2021-2024. While those documents seemed to bear Cartagena’s

DocuSign signature, he had never received or signed the agreements. Consistent with that fact,

the purported engagement letters refer to Megan Pete (p/k/a Megan Thee Stallion), who was a

former BDO client who subsequently terminated BDO. Had Cartagena ever seen these documents,

he would have noted that they referred to a completely different client. What is more, in an attempt

to cover its tracks, and knowing that Cartagena had not actually signed the prior engagement letters,

on July 26, 2022, BDO and Chammas sent Cartagena a new statement of work that referenced one

of the unsigned engagement letters, hoping to get a real signature from Cartagena on a document

recognizing at least one of the prior agreements. But Cartagena refused to sign.

31. Plaintiffs also requested a “complete QuickBooks transfer” of the master ledger

that BDO and Chammas had long maintained to track Plaintiffs’ finances and reconcile their

accounts. BDO claimed to have fulfilled that request just two days later. But that was not true.

In reality, BDO had provided Excel spreadsheets generated from QuickBooks that were useless to

Plaintiffs. Rather than solving the problem, moreover, BDO instead provided a broken link to a

QuickBooks database that was completely inaccessible:

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 32. Even after fixing the broken link, Cartagena still could not access the database.

BDO had restricted its contents and failed to grant Cartagena access. And when BDO sent

credentials to Cartagena on August 20, 2022, none of them worked.

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 33. It was not until August 23—over two weeks after Plaintiffs’ August 8 request—

that BDO provided Plaintiffs with unrestricted working access to their QuickBooks accounts,

including the correct login information. A QuickBooks transfer is a simple process that major

accounting firms like BDO perform all the time. It could have been performed in minutes and

certainly should not have taken two weeks. Notably, as discussed below, since gaining access to

the accounts, Cartagena has uncovered significant evidence of BDO and Chammas’s fraudulent

scheme, perpetrated with Rodriguez’s assistance.

34. Even more egregious has been BDO’s correspondence concerning Plaintiffs’

Bill.com accounts. BDO and Chammas (with Rodriguez’s assistance) have long used the site to

manage much of Plaintiffs’ accounts payable and receivable activity. Accordingly, on August 12,

Plaintiffs requested that BDO provide their Bill.com login credentials, which Plaintiffs lacked. In

response, on August 25, BDO claimed that it was “not aware that Cartagena had a Bill.com

account,” which was flatly undermined by the fact that BDO and Chammas had been forwarding

emails from Bill.com to Cartagena for the duration of their relationship. For example, on August

24 (the day before BDO sent its response), Bill.com (account-services@hq.bill.com) emailed

Rodriguez (vrodriguez@bdo.com) regarding a payment received. On the same day, BDO

employee Neicha Martinez (neicha.martinez@bdo.com) forwarded that email to Cartagena. In

addition, numerous other bill-related communications for Plaintiffs are sent to MBAF Bill Pay

(mbafbillpay@bdo.com). Yet, BDO has refused to provide any information related to these

accounts.

35. To add insult to injury, on August 11, just three days after Plaintiffs’ first letter,

BDO and Chammas unilaterally and without warning gave Plaintiffs formal notice of their

intention to terminate their accounting relationship of ten years. As discussed below, this came

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just two months before the October 15 tax deadline that BDO and Chammas knew Plaintiffs had

to meet. And Defendants failed to provide past tax returns and work product necessary for another

accountant to file returns on Plaintiffs’ behalf. Indeed, to date, Plaintiffs have not received any

documents for any accounts belonging to Wooo LLC, Azzy’s Way LLC, Beleedat LLC, R4 So

Valid LLC, and Slate. Nor have they received any documents for several of Cartagena’s and

Sneaker Addict’s accounts.

36. At present, despite Plaintiffs’ repeated requests and despite representations from

BDO’s attorneys to the contrary, BDO and Chammas have failed to provide the vast majority of

the contents of Plaintiffs’ client files, including most of their records, data, and the critical working

papers and supporting documentation that should be in BDO and Chammas’s possession.

IV. BASED ON LIMITED RECORDS AND INFORMATION , CARTAGENA UNCOVERS

SIGNIFICANT EVIDENCE OF FRAUD

37. Although Plaintiffs have only glimpsed their financial situation based on the partial

information BDO and Chammas have provided, Plaintiffs have nevertheless uncovered numerous

instances of fraudulent activity and improper accounting practices. Plaintiffs need access to their

records to further investigate these illegal activities and to ensure that BDO, Chammas, and

Rodriguez are held accountable.

A. Missing Funds

38. Based on a comparison between BDO’s QuickBooks and Plaintiffs’ actual bank

statements, BDO and Chammas recorded hundreds of thousands of dollars in deposited revenues

that were never, in fact, deposited into Plaintiffs’ bank accounts.

39. For Azzy’s Way, LLC, for example, BDO and Chammas recorded $831,038 in

revenue between January and June 2022, but corresponding bank statements for the same period

reflect only $537,993 in deposits. In other words, BDO and Chammas failed to deposit $293,045

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that they represented had in fact been deposited. Likewise, for Sneaker Addict Touring, LLC,

BDO and Chammas failed to deposit $305,474 in revenues that they recorded as deposited. On

the other hand, for both Slate, Inc. and R4 So Valid, LLC, BDO and Chammas appear to have

booked less revenue than what the relevant bank accounts reflect.

40. The table below illustrates these discrepancies:2

41. For the Azzy’s Way discrepancy of $293,045, the following are the specific entries

that BDO and Chammas recorded in BDO’s QuickBooks that are not, in fact, reflected as deposited

in the company’s bank account:

2 In the table, “Client” is what actually was deposited into Plaintiffs’ bank accounts; “BDO” is
the revenue booked.

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 42. For the Sneaker Addict discrepancy of $305,474.04, the missing funds comprise

three categories: (1) $137,499.96 of revenue from Market America that BDO and Chammas falsely

recorded as deposited; (2) $193,201.65 of revenue from performances that BDO and Chammas

falsely recorded as deposited; and (3) a returned mortgage payment of $25,225.57 that BDO and

Chammas falsely failed to record.

43. Plaintiffs’ accounts also reflected tens of thousands of dollars in revenue that BDO

and Chammas did not record at all. In particular, for R4 So Valid, LLC they did not record $90,000

in revenues and for Slate, Inc. they did not record $71,000 in royalties.

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 44. To get to the bottom of these issues, and to see what other issues exist, Plaintiffs

need access to all the documents that BDO and Chammas rely on for bookkeeping, as well as any

workpapers and related information.

B. BDO Payment Discrepancies

45. Cartagena has identified discrepancies concerning the amount of money he paid to

BDO for services rendered this calendar year. According to Cartagena’s credit card records, from

January 1 through July 5, 2022, he paid approximately $116,100 to BDO. But according to

Chammas, the total “Payments Received from Joseph A. Cartagena and Related Entities” for the

same period was only $101,600. The $14,500 discrepancy is attributable to Chammas’s omission

of two payments to BDO on July 5: one for $6,000 and the other for $8,500. While those same

payments were captured in a different transaction report, also provided by BDO, that purportedly

covers the same period, the second report reflects only $76,000 in charges, omitting several other

payments that the Chammas report captures. Plaintiffs do not have an explanation for these

discrepancies or for what BDO and Chammas actually did with the missing funds. Plaintiffs need

access to all relevant documents and information to fully investigate th e issue.

C. Payments to Cartagena’s Credit Card Account From Unknown Bank

Accounts

46. As one might expect to find in an operation set up as a Ponzi scheme, Cartagena’s

American Express records reflect at least two bank accounts that do not belong to him : one

associated with City National Bank (account ending in -1535) and the other associated with UMB

Bank National Association (account ending in -7495):

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 47. The UMB -7495 account is particularly troubling. There are $119,228.03 in

unauthorized payments from that account that were used to cover Cartagena’s American Express

bills: one payment on May 11, 2022, for $63,862.00 and another on February 2, 2022, for

$55,366.03. Further investigation has revealed that the -7495 account belongs to another client of

BDO and Chammas who also worked with Rodriguez: professional baseball player Dayan Viciedo

(former Chicago White Sox). And the scheme does not end there. That same BDO-managed

account was used to pay for American Express accounts opened under the names of other famous

clients of BDO and Chammas who worked with Rodriguez. These additional victims include

Major League Baseball players Jose Iglesias (Colorado Rockies) and Luis Garcia (Houston Astros).

48. But of all the foregoing evidence of wrongdoing, perhaps most damning is the fact

that in the QuickBooks ledger prepared by BDO and Chammas, the two payments from the -7495

account are falsely recorded to conceal their origin: both are booked as coming from Slate’s

account at First Horizon Bank, Cartagena’s only legitimate bank. One such booking is shown

below:

49. Of course, that booking does not reconcile with Plaintiffs’ bank statements, since

the payment was never made from their accounts.

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 50. This is likely just the tip of the iceberg. Plaintiffs have requested information

concerning the -7495 and -1535 accounts multiple times, but BDO has denied any knowledge of

them. Indeed, BDO and Chammas represented that the only bank accounts belonging to Plaintiffs

are at First Horizon. But BDO and Chammas were responsible for reconciling Cartagena’s credit

card and bank statements and must have known about the foreign accounts and the unauthorized

payments. That is made clear in BDO’s own QuickBooks records, which reflect that BDO and

Chammas had recorded over $100,000 in unauthorized payments.

D. Payments to Unauthorized Credit Card Accounts

51. Also typical of what one might find in a Ponzi scheme, Cartagena has identified

over one million dollars in payments to American Express accounts that are not his.

52. Specifically, investigation of BDO’s QuickBooks ledger for Sneaker Addict

Touring, LLC revealed payments totaling $1,843,612 that were made to three American Express

accounts that do not belong to Cartagena or his entities, from a bank account at Sabadell United

(#100-000163-2) for the period covering 2016 through 2018.

53. Plaintiffs also identified payments to unauthorized credit cards recorded in BDO’s

QuickBooks ledger for Cartagena. Transactions recorded in this account include hundreds of

thousands of dollars of payments to various fraudulently obtained credit cards (American Express,

Barclays, etc.) made from Cartagena’s account at Sabadell (190-4).

54. Plaintiffs have also identified troubling evidence of identity fraud. Specifically,

Cartagena uncovered American Express accounts opened by Rodriguez under his wife’s name,

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Lorena Rios. But Rios never received or used these credit cards. Instead, it was Rodriguez who

used the accounts to make unauthorized purchases of approximately $40,000, including Uber rides

and UberEats deliveries to Rodriguez’s house and payments for Rodriguez’s daughter’s tuition:

55. The American Express accounts were also used to make unauthorized ATM cash

withdrawals of approximately $33,000. These withdrawals were made by Rodriguez and/or

Chammas at 1450 Brickell Ave., the address of the BDO office where Chammas currently works,

where Rodriguez once worked, and where both Chammas and Rodriguez worked for years when

MBAF was headquartered there. Specific examples of such withdrawals are below:

12/03/2018 1450 BRICKELL BREEZE MIAMI FLUS $603.95

Cash Advance Transaction
12/03/2018 1450 BRICKELL BREEZE MIAMI FLUS $403.95
Cash Advance Transaction
12/06/2018 1450 BRICKELL BREEZE MIAMI FLUS $103.95
Cash Advance Transaction

56. Cartagena has repeatedly requested information concerning Plaintiffs’ American

Express accounts, but BDO and Chammas have refused to cooperate. Most recently, BDO

misrepresented that it “does not have access to Cartagena’s American Express account.” But BDO

was responsible for reconciling the payments and charges related to Cartagena’s American Express

cards. In fact, Plaintiffs only discovered the fraudulent activity related to the credit card accounts

after being forced to call American Express to change the account address, issue new cards, and

send past statements. In doing so, Plaintiffs learned that BDO and Chammas had failed to record

or pay the balances associated with these accounts, which had been accruing interest at a rate of

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29%. Then, on July 27, 2022, the day after Cartagena first complained to BDO and Chammas

about the delinquent mortgage payments, the full balance on one of the American Express accounts

was paid in full for approximately $29,000. Remarkably, and true to form, that payment was made

from the -7495 bank account belonging to Viciedo, consistent with the broader fraudulent Ponzi

scheme outlined above. Knowing that the charges had been illegally incurred, BDO, Chammas,

and Rodriguez were now attempting to cover up their tracks. But they’ve been caught red -handed.

E. Overpayments for Cadillac Escalade

57. Cartagena has also identified approximately $30,000 in payments ostensibly for a

Cadillac Escalade he once owned, but the payments were made after Cartagena had already sold—

and therefore no longer needed to pay for—the vehicle. BDO itself has admitted “that monthly

payments were made . . . in connection with a Cadillac Escalade that Cartagena financed, but later

sold,” but it has yet to explain why it continued to make such payments from Cartagena’s accounts

after the car was sold.

F. False Expense Allocations to “MBAF Exchange”

58. BDO and Chammas recorded many transactions to a general account ledger called

“MBAF Exchange,” which they treated as a miscellaneous expense account. But BDO and

Chammas falsely recorded hundreds of thousands of dollars to this purported expense account.

For example, BDO booked as a debit to the MBAF Exchange almost $150,000 that was in fact a

payment on a long-term business loan to Slate, Inc.

59. The MBAF Exchange account is a “black box” to Plaintiffs, who lack any insight

into the way it was used. In particular, Plaintiffs lack the underlying documentation, such as

invoices and bills, that BDO and Chammas used to assign transactions to the MBAF Exchange.

And without that documentation, Plaintiffs have been prevented from comprehensively checking

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BDO and Chammas’s work that, upon even a superficial review, has revealed evidence of their

fraudulent scheme.

G. Additional Late and Missed Payments

60. In addition to the delinquent mortgage payments discussed above, BDO and

Chammas have paid late or failed to pay entirely almost every recurring payment for which they

were responsible. Such additional missed or late payments include, for example, payments owed

to the caretakers for Cartagena’s disabled son and elderly parents, who BDO and Chammas failed

to pay for months at a time, as well as accounts payable for Plaintiffs’ employees and car payments,

which accrued thousands of dollars in late fees and interest.

V. APPROACHING TAX DEADLINE

61. In addition to needing the requested information to investigate BDO and

Chammas’s accounting and bill payment practices, Plaintiffs must file their federal tax returns on

October 15, 2022, just a few weeks from today. To date, despite repeated requests, BDO and

Chammas have failed to provide the necessary records and associated working papers required for

a new accountant to step in at this late date and file Plaintiffs’ returns in time. Such missing records

include Plaintiffs’ tax returns for the past five years, among other items.

VI. BDO IS REQUIRED TO TURN OVER CARTAGENA ’S ACCOUNTING RECORDS

62. BDO and Chammas are, and at all relevant times have been, subject to Florida’s

certified public accounting laws and regulations. See Fla. Admin. Code r. 61H1-20.001(1), (4).

63. Under Florida Administrative Code Rule 61H1-23.002, a certified public

accountant and a licensed accounting firm, “shall furnish to a client or former client upon request

and reasonable notice:

(a) Any accounting or other records belonging to, or obtained from or on behalf

of, the client that were provided to the certified public accountant; . . .

21
 (b) Any accounting or other records . . . related to an issued work product of

the certified public accountant . . . otherwise not available to the client, with the result that the

client’s financial information is complete[; and]

(c) A copy of any deliverable as set forth in the terms of the engagement that

has been issued by the certified public accountant.”

64. BDO and Chammas should have maintained Plaintiffs’ client files (i.e., their tax

returns, work papers, and all other files, records, information, and data), including for the period

before the merger with MBAF. In light of these obligations and Plaintiffs’ repeated requests over

the past two months, there is no justification for BDO and Chammas’s failure to supply the

requested documents in a timely manner. And BDO and Chammas, by their failure to provide

Plaintiffs with all of their work product generated on behalf of and paid for by Plaintiffs, have

engaged in misconduct.

65. Under Florida Administrative Code Rule 61H1-22.001, “[a] certified public

accountant shall comply with” certain “general standards,” including completing all work with

“professional competence,” exercising “due professional care in the performance of an

engagement,” and “adequately plan[ning] and supervis[ing] an engagement.” Additionally, “[a]

certified public accountant must be in charge of all public accounting services performed by the

firm,” id., and “shall not permit others to carry out on his/her behalf . . . acts which, if carried out

by the certified public accountant[,] would place him/her in violation of Chapters 455 and 473,

F.S., or rules promulgated thereto.” Fla. Admin. Code r. 61H1-25.001.

66. Florida also prohibits “[c]ommitting an act of fraud or deceit, or of negligence,

incompetency, or misconduct, in the practice of public accounting,” Fla. Stat. § 473.323(1)(g), as

well as knowingly “[c]onceal[ing] information relative to violations of this chapter,” id. § 473.322.

22
 67. BDO and Chammas failed to comply with those laws, rules, regulations, and

standards.

68. Accordingly, Plaintiffs seek damages, attorneys’ fees and costs, and the entirety of

their files, including all work product, tax returns, work papers, supporting documentation, and all

other files, records, information, and data to which they are legally entitled.

FIRST CLAIM FOR RELIEF

(MALPRACTICE AND PROFESSIONAL NEGLIGENCE)
(Against BDO and Chammas)

69. Plaintiffs incorporate each preceding paragraph as though fully set forth herein.

70. To show accounting malpractice and professional negligence, plaintiffs must

demonstrate that defendants owed a duty of care which they breached, proximately causing

damages to Plaintiffs.

71. Chammas performed accounting services for Plaintiffs from 2012 to August 2022.

BDO performed accounting services for Plaintiffs from at least 2021 to August 2022. At all

relevant times, BDO and Chammas were subject to Florida laws and regulations governing the

provision of services by certified public accountants and their firms.

72. As public accountants acting for Plaintiffs, BDO and Chammas thus owed Plaintiffs

duties of “due professional care,” “professional competence,” and adequate supervision in the

performance of their engagements under Florida Administrative Code Rule 61H1 -22.001,

including performing the bookkeeping, bill pay, and tax return services described above in a proper,

skillful, and careful manner.

73. Chammas and BDO owed Plaintiffs a duty not to commit acts of deceit, negligence,

or misconduct, and to disclose information related to violations of such duties. Fla. Stat.

§§ 473.322, 473.323(1)(g).

23
 74. Chammas and BDO owed Plaintiffs a duty under Florida Administrative Code Rule

61H1-23.002, to return upon request Plaintiffs’ client files, including all work product, work

papers, client records, and any other records “related” to work produced in the engagement.

75. In performing accounting services for Plaintiffs, BDO and Chammas committed

malpractice and acted negligently, including, but not limited to, by doing the following:

(a) Failing to adequately supervise Rodriguez;

(b) Failing to deliver Plaintiffs’ client files, including all records, information,

and data to which Plaintiffs are legally entitled;

(c) Making significant errors and intentional misrepresentations and omissions

with regard to Plaintiffs’ financial condition;

(d) Failing to make timely mortgage and other payments without justification;

(e) Failing to perform credit card and bank account reconciliations;

(f) Using Plaintiffs’ accounts for their own personal and unlawful ends;

(g) Failing to maintain a repository of all work product and supporting

documentation and records;

(h) Making payments for credit cards, vehicles, and other bills and expenses

that they knew or reasonably should have known were not valid;

(i) Failing to deposit into Plaintiffs’ bank accounts $293,045 in revenues

associated with Azzy’s Way, LLC;

(j) Failing to deposit into Plaintiffs’ bank accounts $305,474.04 in revenues

associated with Sneaker Addict Touring, LLC;

(k) Spending at least $1,843,612 in funds belonging to Sneaker Addict Touring,

LLC, to pay for American Express accounts not belonging to and unknown to Plaintiffs;

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 (l) Using the identity of Cartagena’s wife, Rios, to open American Express

accounts without authorization and to accrue tens of thousands in unauthorized charges and ATM

withdrawals;

(m) Utilizing Plaintiffs’ credit card accounts to further a Ponzi scheme by

receiving funds from outside bank accounts belonging to other BDO clients, including the -7495

account and -1535 accounts;

(n) Without authorization, using approximately $30,000 of Plaintiffs’ funds to

make payments for a Cadillac Escalade, when no such money was due or payable because that

vehicle no longer belonged to Cartagena;

(o) Failing to record $90,000 in revenues that R4 So Valid, LLC in fact booked

between January and June 2022;

(p) Failing to record $71,000 in royalties that Slate, Inc. in fact booked between

January and June 2022;

(q) Misrepresenting that between January 1 and July 31, 2022, Plaintiffs had

paid BDO and Chammas either $101,600 or $76,000 for services rendered, when in fact Plaintiffs

had paid $116,100;

(r) Misrepresenting that BDO and Chammas lacked access to Plaintiffs’

American Express accounts in which hundreds of thousands of dollars in unauthorized charges

were made, when in reality BDO and Chammas were responsible for reconciling and making

payments to Plaintiffs’ American Express accounts;

(s) Falsely attributing to the MBAF Exchange account hundreds of thousands

of dollars; and

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 (t) Violating laws, regulations, rules, and professional standards applicable to

BDO’s and Chammas’s provision of accounting services, as discussed above.

76. As a result, Plaintiffs have suffered damages in an amount to be determined at trial.

SECOND CLAIM FOR RELIEF

(BREACH OF FIDUCIARY DUTY)
(Against BDO and Chammas)

77. Plaintiffs incorporate each preceding paragraph as though fully set forth herein.

78. To establish a breach of fiduciary duty, plaintiffs must prove the existence of a

fiduciary relationship, a breach of that duty, and damages proximately caused by the breach.

79. A fiduciary relationship exists when one party is under a duty to act or to give

advice for the benefit of another upon matters within the scope of the relationship.

80. BDO and Chammas, as Plaintiffs’ accounting firm and accountant, owed fiduciary

duties to Plaintiffs.

81. BDO and Chammas knew or should have known that Plaintiffs placed their trust

and confidence in them to manage Plaintiffs’ accounts in a manner consistent with applicable laws,

regulations, rules, fiduciary duties, and professional standards.

82. BDO and Chammas breached their fiduciary duties to Plaintiffs, including, but not

limited to, by doing the following:

(a) Failing to adequately supervise Rodriguez;

(b) Failing to deliver Plaintiffs’ tax returns, work papers, and all other files,

records, information, and data to which Plaintiffs are legally entitled;

(c) Taking steps to protect their own interests to the detriment of Plaintiffs;

(d) Failing to make timely mortgage and other payments without justification;

(e) Failing to perform credit card and bank account reconciliations;

(f) Using Plaintiffs’ accounts for their own personal and unlawful ends;

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 (g) Failing to maintain a repository of all work product and supporting

documentation and records;

(h) Making payments for credit cards, vehicles, and other bills and expenses

that they knew or reasonably should have known were not valid;

(i) Failing to deposit into Plaintiffs’ bank accounts $293,045 in revenues

associated with Azzy’s Way, LLC;

(j) Failing to deposit into Plaintiffs’ bank accounts $305,474.04 in revenues

associated with Sneaker Addict Touring, LLC;

(k) Spending at least $1,843,612 in funds belonging to Sneaker Addict Touring,

LLC, to pay for American Express accounts not belonging to and unknown to Plaintiffs;

(l) Using the identity of Cartagena’s wife, Rios, to open American Express

accounts without authorization and to accrue tens of thousands in unauthorized charges and ATM

withdrawals;

(m) Utilizing Plaintiffs’ credit card accounts to further a Ponzi scheme, by

receiving funds from outside bank accounts belonging to other BDO clients, including the -7495

account and -1535 accounts;

(n) Without authorization, using approximately $30,000 of Plaintiffs’ funds to

make payments for a Cadillac Escalade, when no such money was due or payable because that

vehicle no longer belonged to Cartagena;

(o) Failing to record $90,000 in revenues that R4 So Valid, LLC in fact booked

between January and June 2022;

(p) Failing to record $71,000 in royalties that Slate, Inc. in fact booked between

January and June 2022;

27
 (q) Misrepresenting that between January 1 and July 31, 2022, Plaintiffs had

paid BDO and Chammas either $101,600 or $76,000 for services rendered, when in fact Plaintiffs

had paid $116,100;

(r) Misrepresenting that BDO and Chammas lacked access to Plaintiffs’

American Express accounts in which hundreds of thousands of dollars in unauthorized charges

were made, when in reality they were responsible for reconciling and making payments to

Plaintiffs’ American Express accounts;

(s) Falsely attributing to the MBAF Exchange account hundreds of thousands

of dollars; and

(t) Violating laws, regulations, rules, and professional standards applicable to

BDO and Chammas’s provision of accounting services, as discussed above.

83. As a result, Plaintiffs have suffered damages in an amount to be determined at trial.

THIRD CLAIM FOR RELIEF

(CONVERSION)
(Against BDO, Chammas, and Rodriguez)

84. Plaintiffs incorporate each preceding paragraph as though fully set forth herein.

85. Conversion is an act of dominion wrongfully asserted over another’s property,

inconsistent with ownership. Money can be the subject of conversion where defendan ts have

stolen or embezzled funds entrusted to them by plaintiffs, and defendants had an obligation to keep

intact or deliver the specific money in question, so that such money can be identified.

86. BDO and Chammas have refused to provide Plaintiffs access to their accounting

files and information, wrongfully asserting that Plaintiffs have no right to those records.

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 87. BDO, Chammas, and Rodriguez have wrongfully asserted dominion over specific

funds, inconsistent with Plaintiffs’ ownership over the same, including, but not limited to, the

following:

(a) Intentionally receiving, but failing to deposit into Plaintiffs’ bank accounts,

$293,045 in revenues associated with Azzy’s Way, LLC;

(b) Intentionally receiving, but failing to deposit into Plaintiffs’ bank accounts,

$305,474.04 in revenues associated with Sneaker Addict Touring, LLC;

(c) Spending at least $1,843,612 in funds belonging to Sneaker Addict Touring,

LLC, to pay for American Express accounts not belonging to and unknown to Plaintiffs;

(d) Using the identity of Cartagena’s wife, Rios, to open American Express

accounts without authorization and to accrue tens of thousands in unauthorized charges —including,

for example, food deliveries to Rodriguez’s house and payment for the tuition of Rodriguez’s

child—and ATM withdrawals;

(e) Utilizing Plaintiffs’ credit card accounts to further a Ponzi scheme, by

receiving funds from outside bank accounts belonging to other BDO clients, including the -7495

account and -1535 accounts; and

(f) Without authorization, using approximately $30,000 of Plaintiffs’ funds to

make payments for a Cadillac Escalade, when so such money was due or payable because that

vehicle no longer belonged to Cartagena;

88. BDO, Chammas, and Rodriguez have retained these missing funds and have thus

deprived Plaintiffs of their property rights.

89. As a result, Plaintiffs have suffered damages in an amount to be determined at trial.

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 FOURTH CLAIM FOR RELIEF
(FRAUDULENT MISREPRESENTATION & CONCEALMENT)
(Against BDO and Chammas)

90. Plaintiffs incorporate each preceding paragraph as though fully set forth herein.

91. Plaintiffs establish fraudulent misrepresentation by showing a misrepresentation of

material fact made by defendants with knowledge of its falsity, an intent to defraud, and

detrimental reliance.

92. Plaintiffs establish fraudulent concealment by showing that defendants failed to

disclose a material fact that they had a duty to disclose; defendants had reason to know the

undisclosed fact should be disclosed; defendants intended that the omission would induce plaintiffs

to act; and plaintiffs detrimentally relied on the omission. Defendants’ silence may be actionable

where they had an independent duty of disclosure, such as in a fiduciary or confidential relationship.

93. As Plaintiffs’ accountants, BDO and Chammas had an independent duty of

disclosure to Plaintiffs because they were Plaintiffs’ fiduciaries.

94. BDO and Chammas have had numerous communications with Plaintiffs regarding

their services. During those communications, BDO and Chammas were under a duty to disclose

the material omissions outlined below.

95. BDO and Chammas falsely and fraudulently, and with intent to deceive and defraud

Plaintiffs, misrepresented and failed to disclose certain material facts, including, but not limited to,

the following:

(a) BDO and Chammas failed to disclose that from 2017 to 2018, payments

totaling $1,843,612 were made without Plaintiffs’ authorization or knowledge from Sneaker

Addict Touring, LLC’s bank account to three American Express accounts that Plaintiffs did not

own;

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 (b) BDO and Chammas failed to disclose that beginning in 2018 and through

August 2022, the identity of Cartagena’s wife, Rios, had been stolen to open American Express

accounts without authorization and to accrue tens of thousands in unauthorized charges and ATM

withdrawals;

(c) BDO and Chammas failed to disclose that beginning in 2017, Plaintiffs’

credit card accounts had been misappropriated and used to further a Ponzi scheme, by receiving

funds from outside bank accounts belonging to other BDO clients, including the -7495 account

and -1535 accounts;

(d) BDO and Chammas omitted and misrepresented that approximately

$30,000 of Plaintiffs’ funds had been used to make legitimate payments for a Cadillac Escalade,

when in fact no such money was due or payable because that vehicle no longer belonged to

Cartagena;

(e) BDO and Chammas omitted and misrepresented around the dates listed

below, that revenues for Azzy’s Way, LLC in the amounts listed below, had been deposited in

Plaintiffs’ bank accounts, when in reality those revenues were never deposited into Plaintiffs’

accounts:

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 (f) BDO and Chammas omitted and misrepresented around the dates listed

below, that revenues for Sneaker Addict Touring, LLC in the amounts listed below, had been

deposited in Plaintiffs’ bank accounts, when in reality those revenues were never deposited into

Plaintiffs’ accounts:

(g) BDO and Chammas failed to disclose $90,000 in revenues that R4 So Valid,

LLC in fact booked between January and June 2022;

(h) BDO and Chammas failed to disclose $71,000 in royalties that Slate, Inc. in

fact booked between January and June 2022;

(i) BDO and Chammas misrepresented that between January 1 and July 31,

2022, Plaintiffs had paid BDO and Chammas either $101,600 or $76,000 for services rendered,

when in fact Plaintiffs had paid $116,100; and

(j) BDO and Chammas failed to disclose that hundreds of thousands of dollars

were falsely attributed to the MBAF Exchange account.

32
 96. The facts misrepresented and omitted were and are material because Plaintiffs

would not have continued to engage BDO and Chammas as their accountants, giving them access

to and power over Plaintiffs’ finances, and continuing to pay the substantial fees for their services,

had they known the misrepresented and omitted facts above.

97. BDO and Chammas knew that the information above concerning fraud, conversion,

theft, negligence, and other misconduct should have been disclosed to Plaintiffs.

98. BDO and Chammas knew when the above representations and omissions were

made to and hidden from Plaintiffs that they were false or materially misleading in the ways

described above.

99. Plaintiffs believed and reasonably and detrimentally relied on the representations

and omissions because Plaintiffs continued to engage and pay BDO and Chammas to perform all

of the services discussed above, only BDO and Chammas have access to the information that could

show they were engaged in a fraudulent scheme, and only BDO and Chammas were the financial

experts and Plaintiffs deferred to them.

100. BDO and Chammas knew and intended that Plaintiffs would rely on the above

misrepresentations and omissions to their detriment by continuing to engage BDO and Chammas

for accounting services and continuing to pay their substantial fees.

101. Plaintiffs first learned of BDO and Chammas’s fraudulent conduct in July 2022,

after receiving notice from Cartagena’s bank regarding delinquent mortgage payments and

subsequently investigating irregularities associated with Plaintiffs accounts, as described above.

102. As a result of Plaintiffs’ reliance on BDO and Chammas’s fraudulent

misrepresentations and omissions, Plaintiffs have suffered damage in an amount to be determined

at trial.

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 FIFTH CLAIM FOR RELIEF
(UNJUST ENRICHMENT)
(Against BDO, Chammas, and Rodriguez)

103. Plaintiffs incorporate each preceding paragraph as though fully set forth herein.

104. Plaintiffs establish a claim for unjust enrichment by showing that they conferred

payments that defendants accepted and retained, although they were not entitled to them under

Florida law and/or in equity.

105. Plaintiffs paid BDO and Chammas substantial sums for accounting services that

Plaintiffs never actually received.

106. Cartagena has had to recreate the financial ledger BDO was supposed to produce

using his own time and additional money.

107. BDO and Cartagena have refused to return Plaintiffs’ records and information.

108. Plaintiffs paid for bill payment services to ensure that they did not fall behind on

their financial obligations. But they did not receive them.

109. Under the circumstances, BDO and Chammas have substantially failed to provide

any value in return for the significant payments Plaintiffs have made to them over the years. On

the contrary, as detailed above, in exchange for those payments, BDO and Chammas have

defrauded and harmed Plaintiffs. It would therefore be unjust, inequitable, and against good

conscience for BDO or Chammas to retain any of the money that Plaintiffs have paid them or any

of the money they made from their improper conduct.

110. In addition, BDO, Chammas, and Rodriguez have benefited financially from at

least the following:

(a) Keeping the $293,045 in revenues associated with Azzy’s Way, LLC;

34
 (b) Keeping the $305,474.04 in revenues associated with Sneaker Addict

Touring, LLC;

(c) Spending at least $1,843,612 in funds belonging to Sneaker Addict Touring,

LLC, to pay for American Express accounts not belonging to and unknown to Plaintiffs;

(d) Using the identity of Cartagena’s wife, Rios, to open American Express

accounts without authorization and to accrue tens of thousands in unauthorized charges—including,

for example, food deliveries to Rodriguez’s house and payment for the tuition of Rodriguez’s

child—and ATM withdrawals;

(e) Using approximately $30,000 of Plaintiffs’ funds to make payments for a

Cadillac Escalade, when so such money was due or payable because that vehicle no longer

belonged to Cartagena; and

(f) Failing to disclose that hundreds of thousands of dollars were falsely

attributed to the MBAF Exchange account.

111. Because the above money was taken as part of BDO, Chammas, and Rodriguez’s

misconduct, it would be unjust, inequitable, and against good conscience for BDO, Chammas, or

Rodriguez to retain any of it.

112. As a result, Plaintiffs have suffered damages in an amount to be determined at trial.

SIXTH CLAIM FOR RELIEF

(VICARIOUS LIABILITY)
(Against BDO)

113. Plaintiffs incorporate each preceding paragraph as though fully set forth herein.

114. BDO knew and acknowledged that Chammas and Rodriguez worked for it and

Chammas and Rodriguez accepted that undertaking.

35
 115. BDO controlled the actions of Chammas and Rodriguez, who were both employees

of BDO and acting on its behalf.

116. At all relevant times, BDO was responsible for the actions and conduct of Chammas

and Rodriguez.

117. At all relevant times, Chammas and Rodriguez were acting as employees of BDO

and within the scope of their employment when they committed the misconduct discussed above.

118. The misconduct committed by Chammas and Rodriguez was done pursuant to the

actions that they were employed to perform at BDO, occurred within the time and space of their

employment at BDO, and was meant to further a purpose and interest of BDO (i.e., to make more

money and generate more fees).

119. BDO had the right, ability, and duty to supervise Chammas and Rodriguez and

directly benefited financially from their activities.

120. BDO had the right, ability, and duty to stop Chammas and Rodriguez from

performing the misconduct discussed above, but it failed to do so. On the contrary, BDO profited

in numerous ways from the misconduct.

121. Plaintiffs have suffered damages in an amount to be determined at trial.

SEVENTH CLAIM FOR RELIEF

(SUCCESSOR LIABILITY)
(Against BDO)

122. Plaintiffs incorporate each preceding paragraph as though fully set forth herein.

123. As a result of BDO’s merger with MBAF, BDO is liable as a successor for MBAF’s

liabilities, including for the claims and allegations made above.

124. Under Florida law, a successor entity is liable for the conduct of a predecessor

where, among other things, the acquisition is a de facto merger. A de facto merger occurs when

36
one corporation is absorbed by another, i.e., there is a continuity of the selling corporation

evidenced by such things as the same management, personnel, assets, location , and stockholders.

125. Under the terms of the acquisition, BDO acquired all of MBAF’s assets and

assumed all of MBAF’s employees, clients, and retirement obligations.

126. MBAF Chairman and CEO, Tony Argiz, became the head of BDO’s operations in

the Florida Tri-County area and a member of BDO’s board of directors and its compensation

committee.

127. MBAF name partner Miguel Farra became head of BDO’s South Florida tax

practice. MBAF affiliates WhiteOwl and Fiscal Management Associates LLC (“FMA”) also

joined BDO. WhiteOwl became part of BDO Digital and FMA became BDO-FMA LLC.

128. MBAF’s headquarters at 1450 Brickell Avenue, Miami, Florida became BDO’s

office.

129. The transaction was also characterized as a merger by the parties and the public.

When the deal was announced, for example, Accounting Today declared “BDO merges in MBAF.”

Likewise, BDO CEO Wayne Berson explained that “[w]ith BDO and MBAF combining, . . . two

like-minded firms [will] become a sum much greater than their parts.” And MBAF’s Farra

explained that “[c]ontinuity for our clients and our people remains our top priority as we join forces

with BDO. Our clients will still see the same names and faces they’ve come to trust over the years,

only now with greater resources and capabilities available to all of our practice areas.”

130. In short, BDO’s acquisition of MBAF was one entity being absorbed by another

without formal compliance with the statutory requirements for a merger.

131. The transaction was therefore a de facto merger through which BDO became liable

for MBAF’s liabilities, including those at issue here.

37
 PRAYER FOR RELIEF

132. WHEREFORE, Plaintiffs respectfully request the following relief:

(a) An order compelling the production of all of Plaintiffs’ files, records,

information, and data to which Plaintiffs are legally entitled;

(b) An award of all damages to which Plaintiffs are entitled, the specific amount

to be proven at trial, plus interest;

(c) An award of reasonable attorneys’ fees and costs related to bringing this

action; and

(d) Any such further relief as may be deemed just and proper.

133. Plaintiffs also intend to seek leave from this Court to assert a claim for punitive

damages, pursuant to Fla. Stat. § 786.72.

DEMAND FOR JURY TRIAL

Plaintiffs demand a jury trial as to all issues triable by a jury.

DATED: Miami, Florida QUINN EMANUEL URQUHART &

September 27, 2022 SULLIVAN, LLP
By: /s/ Joshua T. Fordin
Joshua T. Fordin
Fla. Bar No. 125219
2601 South Bayshore Drive, Suite 1550
Miami, FL 33133
Telephone: (305) 402-4880
joshuafordin@quinnemanuel.com
Secondary: olgagarcia@quinnemanuel.com
Paul B. Maslo (pro hac vice application Alex Spiro (pro hac vice application
forthcoming) forthcoming)
3100 McKinnon St., Suite 1125 51 Madison Avenue, 22nd Floor
Dallas, TX 75201 New York, New York 10010
Telephone: (214) 447-0066 Telephone: (212) 849-7000
Fax: (469) 902-3610 Fax: (212) 849-7100
paulmaslo@quinnemanuel.com alexspiro@quinnemanuel.com

Attorneys for Plaintiffs

38