10 aL 12 13 a4 15 a7 18 19 20 24 22 23 aay. 26 27 28 JANUS CAPITAL LAW GROUP, PC DERON M. COLBY, ESQ., STATE BAR NO. 196686 4000 MACARTHUR BLVD., SUITE 1110 NEWPORT BEACH, CA 92660 TELEPHONE (949) 250.8655 FACSIMILE (877) 275.5954 ELECTRONICALLY FILED Superior Court of California, County of Orange 07/17/2013 at 08:20:22 AMM Clerk of the Superior Court By Beanor Sutter,Deputy Clerk SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF ORANGE, CENTRAL JUSTICE CENTER SEANIMCOUBLY|G" individu, Plaintiff, vs. ANTHONVIGEISDER, an individual; SHAUN GROVE,| an individual; LA BOXING FRANCHISE, CORPORATION, a California corporation; UFC GYM. FRANCHISE, an entity of unknown form; and DOES } through 100, inclusive, Defendants. wt CASE No; 320"8-0n8#3020-CU-86-CJc ASSIGNED TO: Judge Frane E. Miller COMPLAINT FOR: (1) BREACH OF FIDUCIARY DUTY; Q) CONVERSION; _@) FRAUD IN THE: (4) RESCISSION; (5) NEGLIGENT MISREPRESENTATION (6) COMMON COUNT FOR MONEY HAD AND RECEIVED; (7) BREACH OF WRI AGREEMENT; AND (8) PROFESSIONAL MALPRACTICE. (SURY TRIAL REQUESTED)23 24 258 26 27 28 BASIS FOR JURISDICTION COMES NOW Plaintiff SEAN MCCULLY, an individual (“Pk {7° or sometimes “Mr. McCully”), for claims against Defendants ANTHONY GEISLER, an individual; SHAUN GROVE, an individusl; LA BOXING FRANCHISE CORPORATION, a California corporation; UFC GYM FRANCHISE, an entity of unknown form; and DOES 1 through 100, inclusive, (collectively, “Defendants”, and alleges as follows: 1. Plaintiff is an individual over the age of eighteen who is, and at all times relevant herein, a resident of the County of Orange, State of California, 2. Defendant ANTHONY GEISLER (“GEISLER”) is an individual over the age of cighteon who is, and at all times relevant herein, a resident of the County of Orange, State of California, During all relevant periods of time GEISLER was also doing business in the County of Orange, State of California, 3. Defendant SHAUN GROVE (“GROVE”) is an individual over the age of eighteen who is, and at all times relevant herein, @ resident of the County of Orange, State of California. During all relevant periods of time GROVE was also doing business in the County of Orange, State of California 4. Defendant LA BOXING FRANCHISE CORPORATION (“LA BOXING”) is a California corporation duly formed and existing under the laws of the State of California which does, ‘and at all times relevant herein was doing, business in the County of Orange, State of California, Plaintiff is informed and therefore believes that LA BOXING was purchased or otherwise acquired by certain Defendants named herein (the “LA Boxing Acquisition”). At this time Plaintiff is unaware whether LA BOXING dissolved or otherwise was disposed of at time of or afier the purchase transaction described in more detail herein. 5. Defendant UFC GYM FRANCHISE (“UFC GYM”), an entity of unknown form, at all times relevant herein does and is doing business in the County of Orange, State of California, Plaintiff is informed and therefore believes that UFC GYM is controlled and run by GEISLER and that “UFC 2 COMPLAINT10 1 12 13 14 16 17 18 19 20 21 22 23 24 25 26 27 28 GYM" is a trade name used by GEISLER but that in actuality UFC GYM is the same entity as LA. BOXING, 6. Defendant DOES 1 through 100, are either individuals over the age of eighteen residing in Orange County, California who are, and at all times relevant herein were, doing business in the County of Orange, State of California, or are entities, formal or otherwise, that are, and at all relevant times herein, were, doing business in the County of Orange, State of California 7. Plaintiff is not aware of the true names or capacities, whether individual, corporate, associate or otherwise of Defendants DOES 1 through 100, inclusive, or any of them, and will ask leave of this Court to amend this Complaint to substitute the names and capacities of said Defendants prior to the time of trial. Plaintiff alleges that each of the herein designated DOE Defendants was and is liable to Plaintiff with respect to the matters herein alleged, 8. Atall times relevant herein, Defendants and DOES 1 through 100, and each of them, were the agents, joint venturers, partners, representatives, or employees of each other and, in doing the things herein alleged, were acting within the course and scope of such ageney, joint venture, partnership, representation or employment. 9. Plaintiff is informed and therefore believes, and upon such information and belief alleges, that the tortuous aets forming the basis of the actions herein were performed in the County of Orange, State of California, and within the judicial district in which these actions are brought. 10, Plaintiff is informed and believes, and thereon alleges, that GEISLER was at certain times relevant herein, the managing principal and control person of LA BOXING and UFC GYM; and that he, at certain times relevant herein controlled LA BOXING and UFC GYM. Plaintiff is further informed and believes, and thereon alleges, that GEISLER used his respective position of authority as managing principal of LA BOXING and UEC GYM to effectuate and commit the acts alleged herein to the detriment of Plaintiff. Tn Wt we ‘COMPLAINT10 aL 12 13 14 15 16 a] 18 19 20 21 22 23 24 25 26 27 28 FACTUAL ALLEGATIONS 11. In or around 1992 Plaintiff and Wade Halverson (“Mr, Halverson”) developed and started the company that is or was LA BOXING. Thereafter, LA BOXING went through at least one ownership change and Plaintiff started a company by the name of “Extreme University.” 12. Tn or around 1998, Plaintiff bought LA BOXING back. 13. Inor around 2000, Plaintiff partnered with Greg Beilfus in LA BOXING. 14. _ In or around 2002, GEISLER joined LA BOXING and LA Boxing Aliso Viejo was opened. 15. In or around 2004, LA BOXING was qualified in California to sell LA BOXING franchises. In or around that year, 43 LA BOXING franchises were sold. 16. In or around 2005, Mr. McCully began experiencing personal challenges which lead to financial hardship. Because GEISLER was Plaintiff's business partner and by this time personal friend, GEISLER was fully aware of Plaintiff's personal and financial challenges. The financial and ‘emotional toll on Plaintiff was significant. 17. In or around 2007, GEISLER and Mr. McCully experienced differences regarding the corporate structure of LA BOXING as well as clashes over GEISLER’s management style. At that time, GEISLER and Mr. McCully negotiated a $2,500,000 buyout of Mr. MeCully’s LA BOXING ownership interest, ft was agreed that LA BOXING would pay Mr, MeCully $10,000 per mont Caen ee ee ea aaa caeia 18. ‘or around 2009, Mr. Beilfus was convicted of certain federal crimes and was sentenced to federal pris n, At this point, GEISLER is only the individual “in charge” of LA BOXING?s day to day management, GEISLER had control of the books, records and financials of LA BOXING. 19, In 2009 Mr. McCully purchased the original LA Boxing in Costa Mesa (“LA Boxing. CM”), Plaintiff becomes the owner/manager of LA Boxing CM and pays LA BOXING an 8% royalty, 4 COMPLAINT1| Also in 2009, GEISLER approached Mr. McCully, knowing full well that Pl 2 financial and personal halons, TORO Enea te uESEriceoviseClys : tsa manne tsepaindne re ove 5 | and as part of the consideration for Mr. MeCully agreeing on a lower purchase price, the parties also 6 | eereed that the RIESE ODA se ifshesNalnyOsASBOXINGnereased GEISLER was 7 | clearly using the economic downturn and Mr. McCully’s financial distress to his advantage, and was having 8 | therefore agreed that if things improved (ie., the value of LA BOXING increased), Mr. McCully 9] would rightfully benefit. 10 20. GROVE, LA BOXING’s corporate attomney, represented LA BOXING, Mr. MeCully 11| and GEISLER in all corporate transactions, ineluding the purchase and sale of Mr. MeCully’s LA 12 | BOXING interest. GROVE also prepared all documents related to the purchase and sale transaetions 13| described herein. At no time did GROVE explain, in writing or otherwise, to Mr. MeCully the 14| conflict of interest in representing LA BOXING, GEISLER and Mr. MeCully in the transactions. 15| GROVE did not present Mr. McCully with written disclosures or request that Mr. MeCully 16 ]| acknowledge and waive any such conflict. Moreover, GROVE did not advise Mr. McCully that he 17 | should seek his own coun | to review the transactional documents and/or to otherwise represent him 18 | in the transactions described herein. GROVE took instruction from GEISLER only, without regard to 19] Mr. McCully’s interests, As such, GROVE’s conduct, acts and omissions fell below the applicable 20 || standard of care for an attorney in a like position. 2.) 2» ga re aS 22 ‘knowledge that Plaintiff was still in financial distress, GEISLER approached Mr. McCully and told 23 | him that he wanted to “clean up payments” and clear Mr. McCully and Mr. Beilfus “off the books.” In 2 ct er SERN Me Oo 990 OOO pesos perme is ex 25 || was much less than what was originally agreed. GEISLER later lowered his offer to $248,000. The 26 | final agreement that was $300,000 in 10 payments of $30,000. 5 COMPLAINT10 ql 12 13 15 16 17 18 19 20 21 22 23 24 25 26) 27 28 22. At the time that @BRSIERapprodched IMinlieCully vith the idea Of paying hin OH) int blank, why GEISLER was making the proposition as the offer was entirely inconsistent with GEISLER’s past practice of either ignoring the obligation or otherwise attempting to renegotiate the obligation. GEISEERMGSKeIMIEIMECUNyinithe Ny) |@xSiangeicayroyhimy Specifically, GEISLER told Mr, McCully that GEISLER/LA BOXING weren’t doing it for any particular reason, that GEISLER/LA BOXING were simply attempting to “clean up the books,” Based on their past ftiendship/business relations Mr. McCully trusted GEISLER and believed what he said. 23. The reality was that at the time GEISLER approached Mr. McCully @BISDBRUaR® (GROWE ad inside Haiowledge of a pending Sale Of DANBOXING to certain defendants named herein and wanted Mr, McCully “out” of LA BOXING no later than December 2012 so that GEISLER and GROVE could consummate the sale transaction and could publicly announce the transaction without, in GEISLER and GROVE’s mind, Mr. MeCully’s involvement as an owner. Further evidence of this is that GEISLER/LA BOXING made the November and December 2012 payments at the same time in November assuring that Mr. McCully would be out of the way. 24. GEISLER and GROVE knew that the purchase price of Mr, MeCully’s shares would ‘significantly increase as a result of the purchase transaction but consciously and actively withheld this ‘(RORAATOAORIMIMECEIIY At the point GEISLER misled Mr. McCully, he knew the transaction was beyond mere small talk and that there was a reasonable likelihood the transaction would be consummated. 25. Due to the “secret nature” of the transaction, Mr. McCully didn’t leam of the transaction until it was too late, Both GEISLER and GROVE had an obligation to tell Mr. McCully about the pending transaction in early 2012 when GEISLER approached Mr. MeCully with the early payment plan, 26, ‘The purchase transaction was consummated in December of 2012 and publicly — After hearing of the transaction, Mr, McCully again asked GEISLER about it. GEISLER lied again saying that the 6 COMPLAINTae 10 cel 12 13 4 16 17 1s 19 20 21 22 23 24 25 27 28 transaction only arose in October of 2012 and that at the time he agreed to an early payout, GEISLER did not know about the purchase transaction. Plaintiff believes this is entirely untrue. As a result of GEISLER/LA BOXING/GROVE’s acts and omissions BIGitEEIOSE BOLE MONS OLGONA nO 41} would have otherwise heen entitled to as a result of the sale of LA BOXING. 27. Upon the consummation of the LA Boxing Acquisition, LA BOXING became UFC GYM. Plaintiff is informed and therefore believes that UFC GYM is the same entity as LA BOXING and controlled by the same individuals, including GEISLER. In other words, Plaintiff believes that UEC GYM is merely a continuation of LA BOXING and is one in the same entity. As a result, UFC GYM is liable for the acts and omissions of GEISLER and LA BOXING. FIRST CAUSE OF ACTION (Breach of Fiduciary Duty against Defendant GEISLER) 28. Plaintiff re-alleges and incorporates herein by this reference each and every allegation. contained in the previous paragraphs hereof. 29, Defendant GEISLER owed specific fiduciary duties to Plaintiff in that Defendant GEISLER was, among other things: (i) a director of LA BOXING; (ii) was an officer of LA BOXING; (iii) was a large shareholder of LA BOXING along with Plaintiff; (iv) was a personal friend of Plaintiff's; and (v) was Plaintiff's business partner, Plaintiff was vulnerable to Defendant GEISLER in that Plaintiff was, among other things: (i) in financial and personal distress, facts which were known to GEISLER; (ii) unaware that GEISLER was concerned more about his own personal gain than being candid and honest with Plaintiff; (fi) unaware that GEISLER intended to, and indeed did, convert Plaintif?’s ownership interest in LA BOXING; (fii) unaware that GEISLER was hiding the existence of the LA Boxing Acquisition; and (jv) unaware that GEISLER was giving GROVE instructions and that GROVE knew about the LA Bo: Acquisition prior to GROVE “papering” the renegotiated buyout of Plaintiff. Moreover, Plaintiff was vulnerable to Defendant GEISLER in that Defendant GEISLER had complete control of the business operations, books and records of LA BOXING. As a result of Defendant GIESLER’s position, he was able to take advantage of Plaintiff and the imbalance of power prevented Plaintiff from protecting himself. 7 COMPLAINT10 aL 12 30. In performing the acts described herein, including and in failing to perform other acts, Defendant GEISLER breached his fiduciary duties to Plaintiff. 31. Asa proximate result of such acts, Plaintiff has been injured in an amount according to proof at trial, but at least in excess of $50,000.00. 32. Defendant GEISLER’s acts alleged above were willful, wanton, malicious, and oppressive, and were undertaken with the intent to deceive and defraud Plaintiff, and justify the awarding of exemplary and punitive damages to Plaintiff. SECOND CAUSE OF ACTION (Conversion against Defendant GEISLER) 33, Plaintiff re-alleges and incorporates herein by this reference each and every allegation contained in the previous paragraphs hereof. 34. Defendant GEISLER willfully interfered with Plaintiff's property without lawful justification and, in so doing, deprived Plaintiff of the use and possession of Plaintiff's property. Specifically, Defendant GEI LER converted Plaintiff's property in that GEISLER converted Plaintiff's majority interest in LA BOXING when Defendant GEISLER, without Plaintiff's consent or knowledge, unilaterally agreed (o secure and sell, and ultimately did sell, Plaintif?’s interest in LA BOXING in the LA Boxing Acquisition, GEISLER personally profited from the sale of Plaintiff's LA BOXING ownership interest. Despite Plaintiff's numerous requests, Defendant GEISLER has refused to retum Plaintiff's ownership interest in LA BOXING. 35, Since the time of the Defendant GEISLER’s conversion of Plaintiff's property to his own use and continuing to present, Plaintiff has expended considerable time and funds to recover Plaintiff's property, all to Plaintiff's further damage in an amount according to proof at trial. 36. Defendant GEISL performed the acts alleged herein with the intent to withhold, seize, transfer, and otherwise confiscate Plaintiff's property to his personal use. As a proximate result of such acts, Plaintiff has been injured in an amount according to proof at trial, but at least in excess of $50,000.00. 8 COMPLAINT:Z Mamma OS RB a epee [@pbtessivewand were undertaken with the intent to deceive and defraud Plaintiff, and justify the 3 | awarding of exemplary and punitive damages to Plaintiff. 4 THIRD CAUSE OFACTION S| Grand in the Inducement and Concealment against GEISLER, LA BOXING and UFC GYM) 6 38. Plaintiff re-alleges and incorporates herein by this reference exch and every allegation 7| contained in the preceding paragraphs hereof. 8 39. All references in this first cause of action to “LA BOXING?” include “UFC GYM" as 9] UFC GYM is the same entity as LA BOXING. GEISLER and LA BOXING deceived and defrauded 10] Plain trough ase representations, conessimen, and ondsclasure when staring in or sound 11] the beginning of 2012 and continuing into the latter part of 2012, GEISLER on behalf of LA 12] BOXING which became UFC GYM, engaged in the following: 13 * Misrepresented that LA BOXING was not negotiating or otherwise contemplating a 14 transaction that would increase the value of Plaintif's LA BOXING ownership 15 interest; 16 ‘+ Concealed the fact a transaction was being negotiated and was imminent; vW ‘© Concealed the fact that GEISLER was negotiating the LA Boxing Acquisition and 18 that the transaction would mean that Plaintif?’s ownership interest would significantly 19 increase as a result of the transaction; and 20 * Concealed the fact that GEISLER had already committed to the sale of Plaintiff's al ‘ownership interest in the LA Boxing Acquisition, 22 40. Inreliance on GEISLER and LA BOXING’s representations and without knowing of 23] GEISLER and LA BOXING’ tive concealment, Plaintiff agreed to accept an early payout of the 24) purchase price for his LA BOXING ownership interest. GEISLER and LA BOXING knowingly 25) made these false representations and engaged in the active concealments, The truth was that 26) GEISLER and LA BOXING had already agreed to the LA Boxing Acquisition and that Plaintiff's 27) LA BOXING ownership interest was worth a lot more than what GEISLER and LA BOXING 28 9 COMPLAINT10 14 12 13 ultimately paid. 41, It was GEISLER and LA BOXING’s intent to deceive and defraud Plaintiff in order to induce Plaintiff's reliance upon the misrepresentations and concealments made by GEISLER and LA BOXING, and Plaintiff reasonably relied upon GEISLER and LA BOXING’s misrepresentations and concealments, to Plaintiff's detriment and damage. 42, GEISLER and LA BOXING concealed material fee's fom Pini, knowing tha PlaintifY was being misled. GEISUERWandANBOXING |eoncealed Vand |Stippressed acts WhicD) Plait hand a right to know. The facts concealed and the facts misrepresented were material to Plaintiff in his decision to accept an early payout, 43. Asa proximate result of the acts of GEISLER and LA BOXING as specified herein, Plaintiff has been injured in an amount according to proof at trial, cluding attorneys’ fees and court costs, but at least in excess of $50,000. 44, In doing the acts horinelogeo{GISTERAEABOXING ISAT SRESGED 14 | Saud, and malice, and Plaintiff is entitled to exemplary damages. — 15 16 7 18 1g 20 21 22 23 24 25 FOURTH CAUSE OF ACTION (Rescission against GEISLER and LA BOXING) 45. Plaintiff re-alleges and incorporates herein by this reference each and every allegation contained in the preceding paragraphs hereof. 46, All references in this fourth cause of action to “LA BOXING? include “UFC GYM" as UFC GYM is the same entity as LA BOXING. As alleged herein, GEISLER/LA BOXING and Plaintiff entered into a written agreement wherein, among other things, GEISLER/LA BOXING agreed to purchase Plaintiff's ownership interest in LA BOXING and that the purchase price would be inereased according to the value of LA BOXING. 47. Asalso alleged herein({GEISUER(8id DANBOXING deceived anid eefiatided Paintin) through false representations, concealment, and nondisclosure when starting in or around the 26 | qbeginningion2012%Nd continuing into the latter part of 2012, GEISLER on behalf of LA BOXING, 27 28 engaged in the following: 10 cOMPLARST© Misrepresented that LA BOXING was not negotiating or otherwise contemplating @ transaction that would increase the value of Plaintiff's LA BOXING ownership interest; ‘© Concealed the fact a transaction was being negotiated and was imminent; © Concealed the fact that GEISLER was negotiating the LA Boxing Acquisition and that the transaction would mean that Plaintiff°s ownership interest would significantly increase as a result of the transaction; and * Concealed the fact that GEISLER had already committed to the sale of Plaintiff's ‘ownership interest in the LA Boxing Acquisition, 48. In reliance on GEISLER and LA BOXING’s representations and without knowing of GEISLER and LA BOXING’s active concealment, Plaintiff agreed to accept an early payout of the purchase price for his LA BOXING ownership interest. GEISLER and LA BOXING knowingly made these false representations and engaged in the active concealments, The truth was that GEISLER and LA BOXING had already agreed to the LA Boxing Acquisition and that Plaintiff's LA BOXING ownership interest was worth a lot more than what GEISLER and LA BOXING ultimately paid, 49, It was GEISLER and LA BOXING’s intent to deceive and deftaud Plaintiff in order to induce Plaintif’s reliance upon the misrepresentations and concealments made by GEISLER and LA BOXING, and Plaintiff reasonably relied upon GEISLER and LA BOXING’s misrepresentations and concealments, to Plaintf?’s detriment and damage. 50. GEISLER and LA BOXING concealed material facts from Plaintiff, knowing that Plaintiff was being misled. GEISLER and LA BOXING concealed and suppressed facts which Plaintiff had a right to know. The facts concealed and the facts misrepresented were material to Plaintiff in his decision to accept an early payout, 51. Asaresult of the aforementioned fraud, Plaintiff"s consent to the agreement was obtained through fraud and/or undue influence exercised by GEISLER and LA BOXING. As a qi COMPLAINT10 41] 12 13 14 15 16 uy 18 19 20 aL 22 23 24 25 26 21 further result, Plaintiff is entitled to rescind the agreement and through that rescission reacquite his LA Boxing ownership interest. FIFTH CAUSE OF ACTION (Negligent Misrepresentation against GEISLER, LA BOXING and UFC GYM) 52, Plaintiff re-alleges and incorporates herein by this reference each and every allegation contained in the preceding paragraphs hereof, 53. All references in this fifth cause of action to “LA BOXING” include “UFC GYM” as UFC GYM is the same entity as LA BOXING. GEISLER and LA BOXING negligently led Plaintiff through negligent representations, concealment, and nondisclosure when starting in or around the beginning of 2012 and continuing into the latter part of 2012, GEISLER on behalf of LA BOXING, engaged in the following: © Negligently misrepresented that LA BOXING was not negotiating or otherwise contemplating a transaction that would increase the value of Plaintiff's LA BOXING ownership interest; ‘© Nogligently concealed the fact a transaction was being negotiated and was imminent; ‘© Negligently concealed the fact that GEISLER was negotiating the LA Boxing Acquisition and that the transaction would mean that Plaintif?’s ownership interest ‘would significantly increase as a result of the transaction; and ‘© Negligently concealed the fact that GEISLER had already committed to the sale of Plaintif?’s ownership interest in the LA Boxing Acquisition. 54. In reliance on GEISLER and LA BOXING’s negligent representations and without knowing of GEISLER and LA BOXING’s negligent concealment, Plaintiff agreed to accept an early payout of the purchase price for his L& BOXING ownership interest. GEISLER and LA BOXING negligently made these false representations and engaged in the negligent concealments, The truth was that GEISLER and LA BOXING had already agreed to the LA Boxing Acquisition and that Plaintiff's LA BOXING ownership interest was worth a lot more than what GEISLER and LA BOXING ultimately paid. 12 COMPLAINTa 95, The result of GEISLER and LA BOXING’s negligent acts and omissions was 2] Plaintiff's reliance upon the negligent mistepresentations and negligent concealments made by LER and LA BOXING, and Plaintiff reasonably relied upon GEISLER and LA BOXING’s 3] GEI 4 negligent misrepresentations and negligent concealments, to Plaintiff's detriment and damage. 5 56, GEISLER and LA BOXING negligently concealed material facts from Plaintiff. 6 | GEISLER and LA BOXING negligently concealed and suppressed facts which Plaintiff had a right to 7 | know. The facts concealed and the facts negligently misrepresented were material to Plaintiff in his 8 | decision to accept an early payout, 9 57, Asa proximate result of the acts of GEISLER and LA BOXING as specified herein, 10 | Plaintiff has been injured in an amount according to proof at trial, including attorneys’ fees and court 11 costs, but at least in excess of $50,000. 12 SIXTH CAUSE OF ACTION 13 (Action for Common Counts ~ 14 Money Had and Received against Defendants GEISLER, LA BOXING and UFC GYM) as 58, Plaintiff re-alleges and incorporates herein by this reference cach and every allegation 16 | contained in the pre 's paragraphs hereof. uw 59, All references in this sixth cause of action to “LA BOXING” include “UC GYM” as 18 | UFC GYM is the same entity as LA BOXING. In doing the acts described herein, Defendants 19} obtained possession of funds belonging to Plaintiff. Namely, Plaintiff was entitled to at least a portion 20 | of the funds received by GEISLER and/or 1A BOXING upon the consummation of the LA Boxing 21) Acquisition, Asa result, GEISLER and LA BOXING are indebted to Plaintiff for a sum certain to be 22|| determined after a full accounting as well as any other sums improperly obtained by GEISLER and 23|| LA BOXING. 24 SEVENTH CAUSE OF ACTION 25 (Breach of Written Agreement against Defendants GEISLER, LA BOXING and URC GYM) 26 60, Plaintiff re-alleges and incorporates herein by this reference each and every allegation 27) contained in the previous paragraphs hereof. 28 13 ‘COMPLAINT10 iL 12 13 14 18 16 1 18 19 20 21 22 23 24 25 26 27 28 61. All references in this seventh cause of action to “LA BOXING” include “UFC GYM” as UFC GYM is the same entity as LA BOXING. As alleged herein, GEISLER/LA BOXING and Plaintiff entered into a written agreement wherein, among other things, GEISLER/LA BOXING agreed to purchase Plaintiff's ownership interest in LA BOXING and that the purchase price would be increased according tothe value of LA BOXING. 62. Plaintiff performed all obligations under the agreement between Plaintiff and GEISLER/LA BOXING. Any unperformed obligations were excused by GEISLER/LA BOXING’ non-performanee. 63, GEISLER/LA BOXING bave failed and refused to meet their obligations under the agreement between the parties, including, but not limited to, GHISHER/JANBOXING Sihiding nen | | GAWBSGASACHATOAP transaction that increased the value of Plaintiff's LA BOXING ownership. As a resull of the LA Boxing Acquisition, GEISLER/LA BOXING should have paid Plaintiff a significantly higher amount of money for his LA BOXING interest. GEISLER/LA BOXING did not pay Plaintiff the escalated value of his LA BOXING ownership interest thereby breaching the agreement between the parties. 64, As a proximate result of GEISLER/LA BOXING’s breaches, Plaintiff has been injured in an amount according to proof at ria, but at least in exeess of $50,000.00. EIGHTH CAUSE OF ACTION (Professional Malpractice against Defendant GROVE) 65. OP iff re-alleges and incorporates herein by this reference each and every allegation contained in the previous paragraphs hereof. 66, As alleged herein, GROVE was, and likely still is, corporate counsel for LA BOXING, During the time of the transactions described herein, GROVE acted as counsel for Plaintiff with respect to the various stock purchase agreements entered into by and between LA BOXING/GEISLER and Plaintiff. During certain relevant periods of time, Plaintiff was a principal of LA BOXING and a significant shareholder. As such, GROVE had a duty to Plaintiff. 67. In performing the acts described herein and in failing to perform certain of the acts 14 COMPLAINT,10 qi 12 13 14 16 1 18 1g 21 22 23 24 25 26 27 28 described herein, GROVE acted negligently and breached his duties to Plaintiff. Specifically, GROVE, LA BOXING's corporate attorney, represented LA BOXING, Mr. McCully and GEISLER, in all corporate transactions, including the purchase and sale of Mr. McCully’s LA BOXING interest. GROVE also prepared all documents related to the purchase and sale transactions described herein. At no time did GROVE explain, in writing or otherwise, to Mr. McCully the conflict of interest representing LA BOXING, GEISLER and Mr. McCully in the transactions. GROVE did not present Mr, McCully with written disclosures or request that Mr. McCully acknowledge and waive any such conflict, Moreover, GROVE did not advise Mr. McCully that he should seek his own counsel to review the transactional documents and/or to otherwise represent him in the transactions desoribed herein, GROVE took instruction from GEISLER only, without regard to Mr. McCully’ interests. As such, GROVE’s conduct, acts and omissions fell below the applicable standard of care for an attorney in a like position, 68. As a proximate result of GROVE’s negligence and breach of his professional responsibilities, Plaintiff has beer jured in an amount according to proof at trial, but at least in excess of $50,000.00. WHEREFORE, Plaintiff prays for judgment against Defendants as follows: ON THE FIRST CAUSE OF ACTION 1. For compensatory damages in an amount according to proof at trial; 2, Porcosts of suit herein incurred; 3. For punitive or exemplary damages, as the Court determines reasonable and appropriate; and 4. For such other and further relief as this Court determines just and proper. ON THE SI 1, For compensatory damages in an amount according to proof at trial; 15 ‘COMPLAINT10 aL 12 13 14 16 17 18 19 20 21 22 23 3. 4. For costs of suit herein incurred; For punitive or exemplary damages, as the Court determines reasonable and appropriates and For such other and further relief as this Court determines just and proper. ON THE THIRD CAUSE OF ACTION For compensatory damages in an amount according to proof at trial; For costs of suit herein incurred; For punitive or exemplary damages, as the Court determines reasonable and appropriate; and For such other and further relief as this Court determines just and proper. ON ‘THE FOURTH CAUSE OF ACTION For rescission of the written agreement; For costs of suit herein incurred; and or such other and further relief as this Court determines just and proper: ON THE FIFTH CAUSE OF ACTION For compensatory damages in an amount aecording to proof at tial; For costs of suit herein incurred; and. For such other and further relief as this Court determines just and proper. ON THE SIXTH CAUSE OF ACTION For compensatory damages in an amount according to proof at trial; For costs of suit herein incurred; and For such other and further relief as this Court determines just and proper. 16 COMPLAINTON THE SEVENTH CAUSE OF ACTION 1. For compensatory damages in an amount according to proof at trial; 2, For costs of suit herein incurred; and 3. For such other and further relief as this Court determines just and proper. ON THE EIGHTH CAUSE OF ACTION 1, For compensatory damages in an amount according to proof at trial; a For costs of suit herein incurred; and 3. For such other and further relief as this Court determines just and proper. DATED: July 15, 2013 JANUS CAPITAL LAW GROUP, P 7 (apenas —~ m YN YY Déron Colby, Esq. a Attorney for Manat sAWyflocuLLY I 17 ‘COMPLAINT,