ceo alex popovic lawsuit vs chris mark_rob caulfield_spencer geissinger_chris gowins federal...

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Geoffrey S. Kercsmar (#020528) Gregory B. Collins (#023158) William T. Luzader III (#025607) Kercsmar & Feltus PLLC 6263 North Scottsdale Road, Suite 320 Scottsdale, Arizona 85250 (480) 421-1001 [email protected] [email protected] [email protected]

Attorneys for Plaintiffs

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF ARIZONA

Aleksandar Popovic, an individual; GreySide Group Inc., a Nevada corporation; Greyside Global LLC, a Delaware limited-liability company,

Plaintiffs,

v.

Robert Caulfield and Jane Doe Caulfield, a married couple; Chris Gowins and Jane Doe Gowins, a married couple; Chris Mark and Jane Doe Mark, a married couple,

Defendants.

Case No. 2:11-cv-02215-NVW

FIRST AMENDED VERIFIED COMPLAINT

(Jury Trial Demanded)

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For their complaint against defendants, plaintiffs Aleksandar Alex

Popovic, GreySide Group, Inc., and Greyside Global LLC allege as follows:

NATURE OF ACTION

1. Through this action, the undisputed majority owner of GreySide

Global LLC (Global), GreySide Group, Inc. (GSG) and its sole stock-

holder Alex Popovic (Popovic), seeks immediate injunctive relief to halt

Defendants ongoing efforts to wrest control of the company from Popovic.

Defendantswho falsely claim to be a majority of the members of Globals

board of directors1

1 Global is a Delaware limited liability corporation, but its August 2,

2011 Operating Agreement creates a board of directors to govern the com-pany. As set out below, this board is to consist of seven individuals: Popovic, Robert Caulfield, and five otherstwo appointed by Popovic, two ap-pointed by Mr. Caulfield, and one selected mutually by Popovic and Mr. Caulfield. See Exhibit 1 at p. 24. The facts will show that none of the five unnamed directors has ever been appointed; Mr. Caulfield seems to contend that he has appointed defendants Christopher Gowins to one position, and an unnamed person to a second positionbut Mr. Caulfield has never pro-vided notice to Popovic or Global of these selections. Popovic has proposed making these five appointments, but has never identified his two selections to Mr. Caulfield, and has never discussed the mutually selected director with Mr. Caulfield.

have instituted a hostile takeover of the company.

Among other things, Defendants have (1) misappropriated Globals assets,

(2) purported to hold company board meetings without a duly appointed

board, Popovic or the companys majority owner, GSG, being present,

(3) falsely represented Popovics employment status to company officers and

employees and to Globals customers and vendors, (4) falsely held themselves

out to the public as duly appointed directors of the company, and (5) frozen

Popovic and GSG out of the companys bank accounts, books and records,

Internet domain, website computer server, email system, and other company

IP.

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2. While any company freeze out gives rise to potential irreparable

harm, Defendants actions here risk grave injury and even death. Global em-

ploys former military and police personnel to provide high-risk security

services to companies doing business in hostile environments throughout the

world, including parts of the Middle East and the pirate-infested waters off

the coast of Somalia. The company is therefore charged with protecting the

safety of hundreds of individuals who are in imminent danger every day. De-

fendants conduct has deprived the companys employees of the resources

necessary to effectively provide security services in preservation human life.

Some company personnel have even been stranded by Defendants actions in

remote, dangerous locations. Most critically, Defendants conduct has re-

sulted in a complete loss of competent leadership: of all company employees,

Popovic has the most experience and training necessary to effectively and

safely direct the companys sensitive security and anti-piracy operations.

3. Since the Court entered its Temporary Restraining Order on No-

vember 16, 2011, it has come to light that Defendants have contravened this

Courts restrictions by, among other things, (1) setting up a separate business

called Allied Guardian whose purpose, on information and belief, is to di-

rectly compete with Popovic, GSG, and Global in the maritime-security

industry, (2) inducing Globals head of European business development,

James Kirsop-Taylor, to devote his time to soliciting Globals customers on

behalf of that competing business, (3) continuing to damage Plaintiffs

goodwill by disparaging Popovic and Global to customers and vendors in

the maritime-security industry, and (4) taking steps to attend the Maritime

Security Tradeshow in Hamburg, Germany on behalf of their competing

business instead of Global.

4. As a direct result of Defendants intentional conductagain, un-

dertaken in the face of this Courts TRO and which appears to be ongoing

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Globals largest and most important client, NSB Shipping, canceled its Mas-

ter Services Agreement with Global and told Popovic that there is no hope

for the companies to work together again. In other words, Popovic has

learned that the ultimate result of Defendants willful conduct is that Global

has irretrievably lost its clients and Popovic himself is a persona non grata in

the maritime security industry. Defendants actions have effectively destroyed

Global as an ongoing business, causing Plaintiffs damages that exceed $10

million.

5. Immediate Court intervention is necessary to prevent irreparable

harm, which includes not just the loss of business goodwill and professional

reputation, but also the possibility of serious bodily injury and death. With

this imminent harm addressed, this lawsuit can then move forward to reme-

dy the monetary harm that Defendants actions have caused Global, GSG,

and Popovic, which arise out of Defendants (1) breaches of their fiduciary

duties to Global and GSG; (2) breaches of contract with Popovic; (3) tor-

tious interference with Globals and GSGs business expectancies; (4)

conversion of Globals and GSGs assets; and (5) Defendants use of compa-

ny confidential information to harm Global and Popovic and poach their

customers and professional relationships.

PARTIES

6. Popovic is an individual domiciled in the State of Arizona.

7. GSG is a Nevada Corporation with its principal place of business

in the State of Nevada. Popovic owns 100% of GSGs stock.

8. Global is a Delaware limited-liability company with its principal

place of business in the State of Virginia. GSG is the undisputed majority

owner of Global; Caulfield, through two investment entities that he controls,

owns a minority interest in Global.

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9. Defendant Robert Caulfield (Caulfield) is an individual domi-

ciled in the State of California. On information and belief, Caulfield is

married to Jane Doe Caulfield, whose actual identity is Margaret Caulfield,

and at all relevant times described in this Complaint was acting for the bene-

fit of his marital community.

10. Defendant Chris Gowins (Gowins) is an individual domiciled

in the State of California. On information and belief, Gowins is married to

Jane Doe Gowins, whose actual identity remains unknown, and at all rele-

vant times described in this Complaint was acting for the benefit of his

marital community. Plaintiffs will amend the Complaint to allege the actual

name of Mrs. Gowins after it is revealed through additional investigation or

discovery.

11. Defendant Chris Mark (Mark) is an individual domiciled in

the State of Utah. On information and belief, Mark is married to Jane Doe

Mark, whose actual identity is Heather Mark, and at all relevant times de-

scribed in this Complaint was acting for the benefit of his marital

community.

JURISDICTION & VENUE

12. This Court has jurisdiction over Plaintiffs claims under 28 U.S.C.

1332(a)(1). The amount in controversy exceeds the sum of $75,000, exclu-

sive of interests and costs, and is between citizens of different states.

Plaintiffs are domiciled in the States of Delaware, Arizona and Nevada, re-

spectively, while Defendants are domiciled in the State of California and

Utah. Thus, complete diversity of citizenship exists among the parties.

13. Jurisdiction is also appropriate here because Defendants have

committed intentional tortious acts knowingly directed at Popovic, who re-

sides in Arizona.

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14. Venue is proper in this Court under 28 U.S.C. 1391 because

Popovic is domiciled in this district and a substantial part of the events that

give rise to this suit occurred in Arizona.

GENERAL ALLEGATIONS

15. Global was formed on or about April 29, 2011, to provide high-

risk security assignments in hostile environments throughout the world, in-

cluding parts of the Middle East and the pirate-infested waters off the coast

of Somalia.

16. At all relevant times, Popovic has been the majority owner of

Global through his wholly owned corporation, GSG. GSG holds an approx-

imate 66% ownership interest in Global. See Exhibit 1 at iii (Exhibit A).

17. Since 2005, Popovic has invested his life savings to get GSG and

Global off the ground. Popovic spent his life savings and sold most of his

personal property to amass enough money to travel to client meetings and

fund other start-up expenses. For years, he could not afford to take a salary

from the companies.

18. Beginning in 2010, GSG/Global began to achieve success and en-

sured itself a promising future by securing lucrative, exclusive contracts with

three of the largest shipping companies in Europe. The contracts required

GSG/Global to provide security services on cargo and passenger ships pass-

ing through the Gulf of Aden and other areas along the coast of Somalia.

19. In early 2011, GSG/Global and Popovic remained in need of seed

money to grow the company. At that time, Popovic was introduced to Caul-

field, an angel investor.

20. To help cover start-up costs and other expenses, Caulfield agreed

to loan $500 thousand to Global on a short-term basis, through one of

Caulfields investment entities. GSG formed a subsidiary, Global, on April

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29, 2011, to facilitate this loan. As security for the loan, GSG pledged 100%

of its interest in Global to the lender.

21. Prior to Caulfields loan to the company, Popovic personally paid

all of GSGs and Globals costs and expenses, and was not taking a salary.

Popovics personal investment in GSG/Global exceeded $100 thousand as of

the summer of 2011.

22. When Caulfields loan to Global was nearing maturity in the

summer of 2011, Global was just staring to generate revenue, but did not

have enough money in reserve to pay back the loan.

23. Instead of renegotiating the terms of the loan, Caulfield insisted

that his loan be converted to a capital investment to Global.

24. Because Popovic is the founder of the company and is the only

employee with the know-how and relationships to run the firms security op-

erations, he refused to cede majority ownership to Caulfield. Because of

Popovics Top Secret clearances and veteran status, his majority ownership

afforded the company better prospects for future growth.

25. Accordingly, in exchange for his investment, Caulfield demanded

that he be made a preferred member of Global. As a preferred member,

Caulfield required certain priority rights to payment, substantial voting and

veto rights, and other preferred benefits.

26. Under the final investment deal, signed on or about August 2,

2011, Caulfield was given the right to invest up to $2 million in Global in

exchange for a preferred ownership interest that would increase with the

amount of investment, up to an absolute maximum of 29.6%.

27. Under the terms of the final investment deal, Caulfields original

$500 thousand loan was converted to equity and combined with Caulfields

new investment of about $300 thousand, for a total investment of about

$800 thousand.

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28. As a preferredbut minoritymember of Global, Caulfield does

not have the right to operational or majority control of the company. See

Exhibit 1, passim.

29. To date, Caulfield (through two investment companies he con-

trols) has invested about $800 thousand in Global, and he currently holds an

approximate 14.8% preferred ownership interest.

30. On or about August 2, 2011, the members of Global entered into

an Operating Agreement for Greyside Global LLC (the Operating Agree-

ment). See Exhibit 1. The Operating Agreement generally governs the rights

and obligations of Globals members, who are called unitholders.

31. By written consent of Globals then-board of directors, on August

2, 2011, Popovic was made Globals President and Chief Executive Officer.

See Exhibit 2 at p. 1.

32. Kenton Associates Resources Corporation (Kenton) is a wholly

owned subsidiary of Global. Kenton is responsible for employing and com-

pensating Globals executive team.

33. In July 2011, Popovic and Kenton entered into a Senior Man-

agement Agreement (the Management Agreement), which sets the terms

and conditions of Popovics employment with Global. Under the Manage-

ment Agreement, Popovic was engaged to serve the President and Chief

Executive Officer of Global and Kenton.

34. Popovics Management Agreement entitles him to a yearly salary,

paid bi-weekly, as well as other compensation and benefits like bonuses and

insurance.

35. The Management Agreement also specifies that Popovic cannot

be terminated except upon a determination by Globals board of directors, in

its good faith judgment, that such termination is in the best interest of

[Global] and for Cause. See Exhibit 2 at p. 2.

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36. At the time of Caulfields original loan to Global, Popovic had

received no salary or other compensation for his work for the company. Be-

cause he had no income, Popovic often ran personal expenses through

company accounts. From time to time, Popovic would deposit personal

funds to offset those expenditures.

37. Caulfield was made aware of the level of Popovics personal con-

tributions to GSG and Global, that Popovic received no salary or other

compensation and that Popovic ran personal expenses through company ac-

counts.

38. At the time Caulfield made his initial loan to Global, he was

aware of the companys accounting history and was given full and unfettered

access to the companys books, records and bank accounts.

39. Caulfield suggested to Popovic that Gowins should be made

Globals interim Chief Financial Officer, and in that role, Gowins should

handle Globals bookkeeping and accounting. Gowins was at the time and

remains the Chief Operating Officer of Trust Commercea company owned

by Caulfieldand upon information and belief, reports directly to Caulfield

in that capacity. Popovic agreed.

40. Popovic and Gowins discussed the companys historical account-

ing practices, including Popovics use of company accounts. Gowins was

given complete access to Globals books, records, and bank accounts.

41. Popovic did not receive his first paycheck from Kenton until Sep-

tember 9, 2011. Popovic received his paychecks through direct deposit in a

bank account that he maintains in the State of Arizona.

42. Since the Globals formation, the day-to-day operations of Global

have been handled primarily by its President and CEO, Popovic, assisted by

a small team made up of: (1) Jeffrey Martin BJ Lamb (Lamb), the com-

panys Chief Operating Officer, (2) Christopher Mark (Mark), the

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companys Chief Information Officer, and (3) Michael E. Ferguson (Fergu-

son), the companys Vice President of Global Operations.

43. Until this dispute arose, Caulfield never meaningfully participated

in Globals day-to-day activities and never exercised operational control of

the company.

44. On September 30, 2011less than sixty days after becoming a

minority owner of GlobalCaulfield sent an email message to Popovic, de-

manding that Popovic come to California for what Caulfield called a come-

to-Jesus meeting.

45. In response to Caulfields email, Popovic traveled to Irvine, Cali-

fornia on October 13, 2011, and met with Caulfield at the offices of Trust

Commerce, a company controlled by Caulfield. The October 13 meeting was

attended by Popovic, Caulfield, and Gowins.

46. At the meeting, Caulfield falsely accused Popovic of mishandling

the companys funds and, for the first time, raised Popovics personal ex-

penditures as a cause for concern. But Caulfields accusation that Popovic

had mishandled funds (or comingled personal and company funds) was a

pretext to establish for Cause termination grounds for Popovicthe only

basis on which Popovic could be removed from his position as CEO by a

quorum of Globals Board of Directors.

47. Caulfield then gave Popovic an ultimatum: acquiesce to Caul-

fields demand for a majority

48. Popovic again made clearas he did before Caulfield had made

his initial investmentthat he would not cede majority ownership in Global.

Nevertheless, he agreed to formally respond to Caulfields ultimatum by Oc-

tober 24.

ownership by October 24, 2011, or Caulfield

would not invest any additional funds in Global and would require repay-

ment of the loan.

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49. After Popovic refused to cede majority ownership of Global, con-

spiring with Gowins and Mark, Caulfield set in motion his plan to

improperly seize control of the company.

50. On the evening of October 23, 2011the day before Popovic

had agreed to respond to Caulfields pretextual accusationsCaulfield sent

an email message to Popovic, informing Popovic that a meeting of Globals

board of directors had been scheduled for the next day.

51. Popovic was confused by Caulfields message for two reasons:

(1) Popovic had only agreed to respond on October 24, not to attend a meet-

ing of Globals board of directors, and (2) Globals Board of Directors had

not yet been formed as specified by the Operating Agreements Article Five.

52. Article Five of the Operating Agreement requires the members of

Global to vest management and control of the company in a Board of Di-

rectors elected in accordance with certain requirements established by the

Operating Agreement. See Exhibit 1 at p. 24. The Operating Agreement does

not specify a timeframe or a deadline in which the Board of Directors must

be appointed by Global. See id.

53. In particular, Section 5.2(b) of the Operating Agreement provides

that Globals Board of Directors must consist of seven members, which

would consist of (1) Popovic, (2) Caulfield, (3) two members appointed by

Popovic, (4) two members appointed by Caulfield, and (5) a seventh director

to be jointly appointed by Popovic and Caulfield. See id.

54. Popovic and the directors appointed by him are called Manage-

ment Directors, while Caulfield and the directors appointed by him are

called Investor Directors. See id.

55. Other than specifying that the seventh director must be desig-

nated jointly, Section 5.2(b) does not specify a method of designating the

seventh director in the event of delays or deadlock. See id.

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56. Section 5.3(a) of the Operating Agreement requires a quorum of

five (5) directors for the Board of Directors to transact business. That quo-

rum must consist of at least two Management Directors and at least two

Investor Directors. See id. at p. 25.

57. Section 5.3(a) of the Operating Agreement also states, [I]f either

the Investor Directors or Management Directors boycott a duly noticed and

called Board meeting after the first call, the meeting will be re-noticed a

second time [sic] for one week after the first call and the quorum for the

transaction of business of the Board after the second call shall be any four

(4) Directors. See id.

58. As of October 23, 2011 (the date of Caulfields email message

purporting to notice a Board of Directors meeting), neither Popovic nor

Caulfield had taken any action to designate board members as specified in

the Operating Agreement.

59. Although Popovic had asked Caulfield several times to select the

Investor Directors and the seventh director, Caulfield ignored Popovics re-

quests.

60. Caulfields refusal made Popovics duties as CEO more difficult.

As just one example, the Operating Agreement requires Popovic and Caul-

field to obtain Directors & Officers Liability Insurance (D&O Insurance).

Popovic, as CEO, was charged with setting up the D&O Insurance. Popovic

found a policy and began the application paperwork. But the application re-

quired Global to provide the names of its directors and officers. Well before

the October 23, 2011 meeting, Popovic asked for Caulfield to name the In-

vestor Directorsbut Caulfield declined. As a direct result, the D&O

Insurance policy was never issued.

61. Popovic replied to Caulfields October 23 email message, and re-

minded Caulfield that Global had not yet established a Board of Directors

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so no quorum of that body was possible. Popovic also told Caulfield that

given the short notice and prior business engagements, Popovic, too, could

not meet on October 24. Popovic again demanded to know the identities of

the Investor Directors, if Caulfield had, in fact, purported to appoint them.

62. Caulfield replied by email and told Popovic only that Caulfield

planned to proceed with the purported board of directors meeting, but

would provide Popovic with the minutes of the meeting. Caulfield again

refused to disclose the identities of any other purported directors, making it

unclear who would attend the so-called meeting.

63. Popovic still does not know whether any meeting took place on

October 24, 2011, and if a meeting did take place, who attended the meeting

or what action was supposedly taken.

64. On October 29, 2011, Caulfield sent another email to Popovic

and wrote, Pursuant to the Operating Agreement, I recognize your boycott

to the BOD meeting called last Monday October 24, 2011 allowed within

section 5.3(a). Also stipulated with that section, this email serves as the re-

notice to reset the BOD meeting for this coming Monday, October 31, 2011

at 5.00 pm PST. We will be discussing Greyside operations and challenges,

your decision as previously requested by October 24, 2011 (in regards to

meeting held here in Irvine), misuse of company funds by an Officer of the

company and other operational concerns.

65. Popovic replied by email on October 31, 2011, and stated that he

would be happy to meet with Caulfield in person, but that no Board of Di-

rectors meeting could take place for the simple reason that a quorum of

directors had yet to be appointed.

66. Caulfield did not respond to Popovics message, but sent a sepa-

rate email message on October 31, 2011, with an attached letter. The letters

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subject line was, Re: Notice re Action Taken at October 31, 2011 Greyside

Global, LLC Meeting of the Board of Directors.

67. In this October 31 letter, Caulfield told Popovic that the pur-

ported board of directors had voted to suspend your employment as

President and Chief Executive Officer of Global, with pay, pending an inves-

tigation into your use of corporate funds. The letter then purported to

unilaterally bar Popovicthe majority ownerfrom any and all involve-

ment with the company:

During the period of your suspension (and thereafter, as ap-propriate), you are not to conduct any company business. This restriction includes, but is not limited to, refraining from contacting Global clients, suppliers, vendors, and/or employees for any business-related purpose. In addition, your Global email and telephone access will be suspended during this time, as well as your access to Global corporate accounts and funds (e.g., Globals credit cards). We remind you of the non-compete, non-solicitation, and non-disparagement provisions contained in section 3 of your Se-nior Management Agreement. We will contact you on conclusion of the investigation.

The letter concluded by telling Popovic that if he had any questions, he

could contact the Chairman of the Board of Directors, Rob Caulfield.

Though unsigned, the letter purported to come from The Board of Direc-

tors, Greyside Global LLC.

68. Caulfield has never been designated Chairperson of the Board

of Directors as required by 5.3(f) of the Operating Agreement.

69. The action described in Caulfields October 31 email message is

not legally or factually valid because (1) Global does not yet have a quorum

of directors, such that the Board of Directors can act, and (2) even so, a quo-

rum of the Board of Directors was not present at the meeting on October 31,

2011.

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70. Popovic has never boycotted a Board of Directors meeting.

71. On information and belief, Caulfield has purported to designate

Gowins and Mark as members of the Global Board of Directors.

72. On information and belief, the actions described in Caulfields

letter of October 31 was taken by Caulfield, Gowins, and Mark in their pur-

ported capacities as members of Globals Board of Directors.

73. Soon after Caulfields October 31 letter, Popovic learned that he

had been locked out his Global email account.

74. Popovic also learned that Mark, in his capacity as the companys

Chief Intelligence Officer, had restricted Popovics access to Globals Internet

hosting company, Network Solutions, by changing the accounts Username

and Password.

75. Although Popovic was the only authorized user on Globals ac-

count with Network Solutions, he had allowed Mark, Globals CIO, to learn

his Username and Password for limited purposes that Popovic authorized.

76. Popovic called Network Solutions and informed them that the

account Username and Password had been changed without proper authori-

zation. After an investigation, Network Solutions froze Globals account. But

following the change of Username and Password to a combination known to

Mark and not by Popovic, Defendants still have full use of the companys

email systems, Internet domain name and website, while the accounts

rightful authorized user, Popovic, does not.

77. Caulfield and the other purported directors have also seized

physical control of the companys server, and now have complete control of

Globals communications and marketing.

78. Defendants are using their control over Globals website, server

and email to freeze Popovic out of the company and to mislead Globals cus-

tomers, prospective customers, vendors and the public at-large that Popovic

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has been suspended and has no authority to represent Global. In these ac-

tions, Defendants falsely state that their conduct is authorized by Globals

Board of Directors.

79. On information and belief, Caulfield, Gowins, and Mark are in-

tercepting and reading all email messages sent to Popovics company email

account.

80. On the evening of October 31, Popovic received separate tele-

phone calls from Lamb, Globals COO, and Ferguson, VP of Global

Operations. Both Lamb and Ferguson told Popovic that Gowins had sent an

email message to company employees forbidding them to have any business

contact with Popovic. Gowins also asked Ferguson to call him because Go-

wins was setting up the new power and control arrangement for Global.

81. Popovic also learned that a telephone conference had been sche-

duled for 9 a.m. on November 1, 2011, and that Caulfield, Gowins, Mark,

and the companys public-relations consultant, Spencer Geissinger (Geissin-

ger), would be on the call.

82. After learning that the Caulfield, Gowins, and Mark were plan-

ning more unauthorized business, Popovic sent email messages to Gowins,

Mark, and Geissinger and informed them that he had terminated their em-

ployment, effective immediately.

83. On the evening of November 1, 2011, Gowins sent a letter to Po-

povic by email message. The letter purports to affirm the purported Board of

Directors action of October 31, 2011, and also accused Popovic of vague,

undocumented, and otherwise unsubstantiated acts of financial malfeasance.

The letter also purported to call an emergency Board of Directors meeting

for November 4, 2011.

84. Over the following days, Popovic learned that Caulfield, Gowins,

and Mark had caused Global to open new company bank accounts without

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Popovics knowledge, input or approval, while they closed existing company

accounts even though Defendants were not listed as signatories on those ac-

counts.

85. Caulfield, Gowins, and Mark have contacted Globals vendors

and customers and told them to direct all outstanding and future payments

to the new bank accounts controlled by Caulfield, Gowins, and Mark.

86. Caulfield, Gowins, and Mark have developed a new logo for

Global and have rebranded all company communications with clients and

vendors.

87. Popovic has also learned that Caulfield and Gowins have con-

tacted Globals vendors and customers to falsely tell them that Popovic has

been suspended and/or removed as President and CEO of Global.

88. Understandably, these statements have caused considerable con-

fusion and concern with Globals customers, which has directly caused

Global to lose considerable business and revenue.

89. All of Caulfields and Gowinss representations to third parties

about Popovics employment status and role at Global are false.

90. Caulfield, Gowins, and Mark continue to falsely hold themselves

out as acting with the authority of Globals Board of Directors.

91. As a direct result of the confusion and false representations of

Caulfield, Gowins, and Mark, NSB, one of Globals largest shipping clients,

informed Popovic on November 10, 2011, that it has canceled a services

contract with Global worth $132,000.

92. On November 11, 2011, NSB Shipping, one of Globals largest

clients, informed Popovic that it would award a service order worth approx-

imately $130 thousand to another company instead of Global. NSB cited

Globals inability to quickly mobilize personnel as the reason for not award-

ing the contract to Global.

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93. The delay cited by NSB is a direct and proximate result of the

confusion and uncertainty caused by Defendants unauthorized, ultra vires

and illegal conduct.

94. In addition, Plaintiffs believe that Defendants wrongful actions

have caused losses on potential contracts in Kuwait that would have

represented approximately $35 million in revenue to Global.

95. On November 10, 2011, after receiving a letter from Caulfield

wherein Caulfield falsely stated that Popovic does not have authority to

conduct business on behalf of Global, one of Globals largest vendors, Fortis

LLC, informed Popovic and Global that it would hold off on doing further

business with Global until Globals management situation was resolved.

96. Defendants conduct has caused Popovics and other Global em-

ployees travel privileges to be restricted or impossible.

97. Defendants conduct has caused confusion among the companys

employees and security personnel, has deprived them of clear leadership in

case of an emergency, has deprived them of funds needed for legitimate op-

erating expenses such as extraction travel, and has deprived the companys

security personnel of critical points of contact with the company.

98. On November 10, 2011, Ferguson resigned from his position at

Global. Ferguson cited the ongoing confusion and Defendants conduct as

the causes of his resignation.

99. Ferguson, a twenty-one-year veteran of Navy SEAL Teams One

and Eight, was the only other employee of Global with the military know-

ledge and know-how that is necessary to place and operate teams of security

personnel in high-risk areas.

100. Before his resignation, on November 4, 2011, Ferguson circulated

a Memorandum addressed to Popovic, Caulfield, Gowins, and Lamb. In this

Memorandum, Ferguson expressed serious concern over Defendants ac-

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tions. Of particular note, Ferguson pointed out the obvious danger posed by

Defendants seizure and disabling of company email accounts: Someone

above me in the Chain-of-Command secured my primary means of commu-

nication with the deployed men by denying me access to [Global] email. This

intentional severing of the primary, most reliable line of communication

while people are deployed and in harms-way is an unthinkable, reprehensi-

ble act and provides me with considerable cause for concern.

101. Also in his Memorandum of November 4, Ferguson expressed

concern at Defendants decision to restrict his authorized access at the com-

panys travel agency. This restriction had deprived Ferguson of the necessary

authority to grant a Team Leaders transfer request. Ferguson observed that

the teams in the field were not receiving proper support and assurances of

safety.

102. On November 16, 2011, this Court entered a Temporary Re-

straining Order and Order to Set Hearing on Preliminary Injunction (Doc.

35), which, among other things, preserved the status quo by affirming Po-

povics position as President and CEO of Global, and also by preliminarily

enjoining Defendants from taking any further action in the name of Globals

board of directors.

103. Since filing their original Complaint, and only after the TRO was

entered, Plaintiffs learned that Caulfield, Mark, and Geissinger have formed

a business called Allied Guardian to provide maritime security services in di-

rect competition with GSG and Global.

104. Allied Guardian lists its address as 9850 Irvine Center Drive, Ir-

vine, CA 92618the same address as Caulfields company TrustCommerce.

105. On November 17, 2011the day after this Court entered the

TROJames Kirsop-Taylor had a meeting in Hamburg Germany with NSB

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Shipping, Globals largest client. Global hired Kirsop-Taylor in 2011 as an

independent agent in charge of Globals European-business development.

106. Kirsop-Taylor is currently under a nondisclosure and non-

circumvent agreement with Global. Kirsop-Taylors confidentiality agree-

ment prohibits him from soliciting Globals customers, disclosing Globals

confidential information, and circumventing Global to benefit other, similar

businesses.

107. On information and belief, Kirsop-Taylor arranged the NSB

meeting at the request of Caulfield and Mark for the purpose of persuading

NSB Shipping to cancel its contract with Global and move its business to

Defendants competing business.

108. Kirsop-Taylors business card, which he left at the offices of NSB

Shipping, states that he is the Managing Director of a company called Guar-

dian Maritime Services, which is in the business of Global Vessel Security.

109. On information and belief, Kirsop-Taylor formed Guardian Ma-

ritime Services to be a European subsidiary of Allied Guardian , Defendants

competing business.

110. Kirsop-Taylors business card lists the address for Guardian Ma-

ritime Services as 20, Birchin Lane, London EC3V 9DU and the company

phone number as +44 (0) 207 2837922. These are the same London address

and telephone number used by Global for its European business dealings.

111. On information and belief, Caulfield, Gowins, and Mark are us-

ing Globals customer list and contacts to solicit business for their competing

business.

112. On information and belief, Caulfield, Gowins, and Mark are us-

ing Globals pricing models and know-how to solicit Globals customers and

induce them to move their business to a competing business owned, operat-

ed, and controlled by Caulfield, Mark, and Gowins.

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113. Globals pricing information, business model, and know-how are

all confidential information.

114. Globals pricing information, business model, and know-how are

trade secrets because they derive independent value from not being generally

known by other people in the maritime-security industry who could obtain

an economic benefit from knowledge of the information.

115. On December 14, 2011, NSB Shipping canceled its Master Ser-

vices Agreement with Global, thereby ending its business relationship with

Global altogether.

116. NSB Shipping has represented to Popovic that Globals business

relationship with NSB Shipping is irreparable, and that Popovics reputation

in the maritime security industry has been permanently damaged..

117. NSB Shipping canceled its Master Services Agreement with Glob-

al because of the uncertainty and risk caused by Defendants actions

described in this Complaint.

118. On information and belief, Caulfield, Mark, and others have

been working to secure a booth at the Maritime Security Tradeshow, which

will take place in Hamburg, Germany in April 2012.

119. The Maritime Security Tradeshow is an important opportunity

for maritime security firms like Global to market themselves and develop

business.

120. Before the events described above, Global had planned to spon-

sor the Maritime Security Tradeshow. This sponsorship, which would have

cost Global about 30,000, would have given the company months of pub-

licity throughout Europe and exposed Global to many potential new clients.

121. Caulfield, Mark, Gowins, and Geissinger were aware of Globals

plans to sponsor the tradeshow and were also aware that the tradeshow is

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an important opportunity for Global to market its services to existing and

potential clients.

122. Because of the loss of business and attendant economic harm

caused by Caulfields and Marks actions, Global can no longer afford to

sponsor the tradeshow.

123. In or around July 2011, Mark entered into a Senior Management

Agreement with Kenton Associates (the Employment Agreement). Marks

Employment Agreement generally governs his rights and duties as a Global

employee.

124. In Section 2 of the Employment Agreement, which is titled Con-

fidential Information, Mark acknowledges that information learned by him

during the course of his employment will be considered confidential and

must be treated as confidential in accordance with the terms of his Employ-

ment Agreement.

125. Section 2 of Marks Employment Agreement prohibits him from

using or disclosing confidential company information for any purpose not

reasonably related to GSGs and Globals business.

126. In Section 1(a) of the Employment Agreement, Mark agreed to

devote his efforts and substantially all of his business time and atten-

tion to the business of the Company and its Subsidiaries.

127. Under Section 1(a) of Marks Employment Agreement, he is per-

mitted to obtain ownership interests and participate in other companies

provided that such activities do not interfere with the fulfillment of Execu-

tives obligations under the Employment Agreement.

128. Section 3 of Marks Employment Agreement, which is titled

Non-Compete; Nonsolicitation, Non-Hire and Non-Disparagement, gen-

erally prohibits Mark from using Globals and GSGs trade secrets or

confidential information to compete with Global or GSG.

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129. Section 3 of the Employment Agreement prescribes a Non-

compete Period, which is defined as the 12-month period following Sepa-

ration, as that term is defined in the Employment Agreement.

130. Section 3(a) of Marks Employment Agreement provides as fol-

lows:

Executive agrees that, (i) during the Service Term and (ii) during the [Non-compete Period], he shall not directly or indirectly (i) own, manage, control, participate in, consult with, render ser-vices for, or in any manner engage in any business competing with the businesses of the Greyside Group by offering maritime security services out of Egypt, Djibouti, Oman, Sri Lanka, Kenya, or any of the following maritime shipping markets: Red Sea, Gulf of Aden, Indian Ocean, Persian Gulf, or any additional maritime shipping regional market in which Greyside Group conducts business at the time of Separation; (ii) induce or at-tempt to induce, or in any way interfere, in any material respect, with the relationship between the Greyside Group and any em-ployee thereof or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Greyside Group to cease doing business with, or modify its business rela-tionship with, the Greyside Group, or in any way interfere, in any material respect, with the relationship between any such cus-tomer, supplier, licensee or business relation and the Greyside Group.

131. Section 3(b) of Marks Employment Agreement provides as fol-

lows:

During the Service Term and following Separation, Executive agrees not to make any person, including but not limited to cus-tomers of the Greyside Group, any statement that disparages the Greyside Group or which reflects negatively upon the Greyside Group, including but not limited to statements regarding the Greyside Groups financial condition, its officers, directors, shareholders, unitholders, employees and affiliates.

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132. On August 6, 2011, Mark executed a Joinder Signature Page to

Greyside Global LLC Operating Agreement Dated June 29, 2011 (the

Joinder), which provides as follows:

By executing this Joinder Signature Page, the undersigned hereby elects to join in and become a party to [the Operating Agree-ment] as a Unitholder, as that term is defined in the Agreement. The undersigned has reviewed the provisions of the Agreement and herby agrees to be bound by such provisions as they apply to the undersigned, and to perform all obligations and comply with all requirements imposed upon the undersigned under the terms of the Agreement.

(Breach of Fiduciary DutyAgainst Caulfield, Gowins and Mark)

COUNT ONE

133. Plaintiffs reallege and incorporate by reference all the foregoing

allegations as though set forth fully here.

134. As purported Directors of Global, Caulfield, Gowins and Mark

owe fiduciary duties of utmost care and loyalty to Global and the members

and other Directors of Global.


owe a duty to Global and the members and other Directors of Global not to

benefit themselves at the expense of the company, its members, or Directors.


owe a duty to Global and the members and other Directors of Global to deal

with the companys assets, employees, and members in utmost good faith

and honesty.

137. Caulfield, Gowins and Mark have breached their fiduciary duties

to Global, GSG and Popovic by purporting to act on behalf of the company

without due authority or authorization from a properly constituted Board of

Directors or from Popovic as the companys President and CEO.

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138. Caulfield, Gowins and Mark have sought to directly harm GSG

and Popovic by illicitly usurping all management and control of Global to

the exclusion of both GSG and Popovic.

139. Caulfield, Gowins and Mark have breached their fiduciary duties

to Global, GSG and Popovic by, among other things, (1) cutting off his sala-

ry and other compensation; (2) blocking his ability access his company email

account; (3) establishing new bank accounts and trying to cause customers

and vendors to deposit company funds into accounts that are completely

controlled by them; (4) seizing control of Globals Internet domain name and

the companys server; (5) holding themselves out improperly as Globals du-

ly-appointed Board of Directors; and (6) making false and otherwise

misleading statements about Popovic to Globals customers and vendors;

and (6) accusing Popovic of misusing company funds as a pretext for termi-

nating and/or suspending his employment.

140. The illegal acts were undertaken ultra vires and without the input

or consent of GSG and Popovic, the companys majority owner, President,

and CEO.

141. Caulfield, Gowins and Mark have undertaken these actions in an

effort to seize control of Global and to prevent GSG and Popovic from hav-

ing any further meaningful participation in and benefit from the company.

142. The ultra vires acts of Caulfield, Gowins and Mark are, at a min-

imum, grossly negligent and were taken without due regard for the

consequences of their conduct, or were taken with the actual intent to direct-

ly harm GSG and Popovic.

143. The ultra vires acts of Caulfield, Gowins and Mark have in fact

prevented GSG and Popovic from participating in and benefitting from

Globals business.

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144. These ultra vires acts have already harmed Global by damaging

its reputation and customer goodwill, and has caused at least one customer

to cancel a services contract with the company.

145. These ultra vires acts also threaten the life, health, and safety of

Globals security personnel stationed in the field. Caulfield, Gowins and

Mark have caused significant confusion about the companys chain of com-

mand and have deprived security personnel of a critical point of contact in

Popovic, the companys most experience security manager and coordinator.

146. Defendants wrongful actions amount to a freeze-out of GSG and

Popovic.

147. Defendants wrongful actions are oppressive to GSG and Popov-

ic.

148. On information and belief, Caulfield, Gowins, and Mark have

breached their fiduciary duties of loyalty to Global by, among other things,

using company confidential information to compete directly with Global.

149. Caulfield, Gowins, and Mark have breached their fiduciary duties

to Global by, among other things, interfering with Globals business relation-

ship with NSB Shipping with the intent, on information and belief, to induce

NSB Shipping to move its business to a competing business controlled,

owned, or operated by one or more of the Defendants.


breached their fiduciary duties by using Globals goodwill, office space, con-

tractors, and other company assets to compete with Global and benefit

themselves at Globals and Popovics expense.


breached their fiduciary duties by using Globals trade secrets and know-

how to compete with Global.

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152. Defendants wrongful actions are wasting the goodwill, assets

and value of Global, and are causing direct harm to Globals majority owner,

GSG, and GSGs sole stockholder, Popovic.

153. All of Defendants wrongful actions are made in bad faith and as

fiduciaries of Global and GSG.

154. Defendants bad acts have caused Globals largest and most im-

portant client, NSB Shipping, to cancel its Master Services Agreement and

cease doing business with Global altogether.

155. Defendants bad acts have caused Laeisz Shipping and Sea Team

Shipping, two other Global clients, to cease doing business with Global.

156. Caulfield, Gowins and Mark have committed these acts with the

willful intent to cause harm directly to Popovic and GSG. The acts are ex-

treme and outrageous and can only be intended to cause severe economic

harm to Plaintiffs. Therefore, the imposition of punitive damages is war-

ranted in this case to punish Defendants bad acts and to stop others in a

similar position from committing similar harm to others.

157. Because this matter arises out of contract (i.e., the Operating

Agreement of Global), under A.R.S. 12-341 and 12-341.01, Plaintiffs are

entitled to their reasonable costs and attorneys fees, with interest on all such

fees and costs at the rate of ten percent (10%) per annum pursuant to A.R.S.

44-1204(a), from the date of any judgment until paid in full.

(Breach of ContractGlobal against Mark)

COUNT TWO



159. Mark has entered into a valid and enforceable Employment

Agreement that generally governs his rights, duties, and obligations as an

employee and agent of Global and its related companies.

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160. Under Section 2 of the Employment Agreement, Mark agreed

that all information learned by him during the course of his employment will

be considered confidential and that he would treat confidential in accor-

dance with the terms of his Employment Agreement.

161. Under Section 2 of Marks Employment Agreement, he is prohi-

bited him from using or disclosing confidential company information for any

purpose not reasonably related to GSGs and Globals business.

162. Under Section 1(a) of the Employment Agreement, Mark agreed

to devote his efforts and substantially all of his business time and atten-

tion to the business of the Company and its Subsidiaries.

163. Under Section 1(a) of Marks Employment Agreement, he is per-

mitted to obtain ownership interests and participate in other companies

provided that such activities do not interfere with the fulfillment of Execu-

tives obligations under the Employment Agreement.

164. Under Section 3 of Marks Employment Agreement, he is prohi-

bited from owning, managing, controlling, participating in, consulting with,

rendering services for, or in any manner engaging in any business competing

with the businesses of the Greyside Group by offering maritime security ser-

vices in competing markets.

165. On information and belief, Mark has breached his Employment

Agreement by, among other things, participating in a business designed to

compete directly with Global and steal Globals customers.

166. Under Section 3 of his Employment Agreement, Mark is prohi-

bited from inducing or attempting to induce any customer, supplier, licensee

or anyone else with a business relationship to Global to cease doing business

with, or modify its business relationship with, Global, or in any way inter-

fere, in any material respect, with the relationship between any such

customer, supplier, licensee or business relationship.

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167. Mark has breached his Employment Agreement by seeking to in-

duce NSB Shipping to terminate its relationship with Global and, on

information and belief, move its business to a competing business formed by

Mark, Caulfield, and Gowins.

168. On information and belief, Mark has breached his Employment

Agreement by using Globals confidential information to compete directly

with Global while the Employment Agreement is in effect.

169. Mark has breached his Employment Agreement by inducing

James Kirsop-TaylorGlobals contractor for European business develop-

mentto cease doing work for Global and instead, on information and

belief, devote his time doing business development for a competing business

owned, operated, and controlled by Mark, Caulfield, and Gowins.

170. Under his Employment Agreement, Mark is prohibited from

making any statement that disparages Global, Popovic, GSG, any other affi-

liated entity. He his further prohibited from making any statement which

reflects negatively upon Global, Popovic, GSG, any other affiliated entity, in-

cluding but not limited to statements regarding the Globals financial

condition, its officers, directors, shareholders, unitholders, employees and

affiliates.

171. Mark has breached his Employment Agreement by contacting

Globals customers and suppliers and making statements designed to give

Globals customers and suppliers the impression that Global is in financial

distress, poorly operated, or likely to fail.

172. Mark has breached his Employment Agreement by contacting

Globals customers and suppliers and making statements that disparage Po-

povics character and his ability manage Global.

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173. Marks breaches of his Employment Agreement have caused se-

vere harm to Globals and Popovics goodwill and have caused Global to

lose three key customers.

174. Defendants bad acts have caused Laeisz Shipping and Sea Team

Shipping, two other Global clients, to cease doing business with Global.

175. Marks breaches of his Employment Agreement have damaged

Global in an amount to be proved at trial, but not less than $10 million by

his deliberate destruction of Global as an ongoing business.

176. Because this matter arises out of contract (i.e., the Employment

Agreement), under A.R.S. 12-341 and 12-341.01, Global is entitled to its

reasonable costs and attorneys fees, with interest on all such fees and costs

at the rate of 10% per annum pursuant to A.R.S. 44-1204(a), from the

date of any judgment until paid in full.

(Tortious Interference with Management AgreementPopovic Against Caul-field, Gowins and Mark)

COUNT THREE



178. Popovic and Kenton are parties to the Management Agreement,

which generally sets the terms and conditions of Popovics employment with

Global.

179. Caulfield, Gowins and Mark have knowledge of the Management

Agreement between Popovic and Global.

180. Caulfield, Gowins and Mark have intentionally leveled false and

otherwise trumped-up allegations of misuse and/or comingling of company

funds against Popovic as a pretext for finding Cause for Popovics termi-

nation and/or suspension.

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181. Defendants allegations of misappropriation and/or comingling

against Popovic are false.

182. Defendants conduct is completely unjustified. Popovic has not

engaged in any conduct that would constitute Cause for termination under

his Management Agreement.

183. Similarly, Defendants are falsely holding themselves out as the

duly appointed Board of Directors of Global.

184. But because Globals Board of Directors has yet to be formed,

and no meeting of the Board of Directors has been held where a quorum has

been present, the Board of Directors could not have made an determination

in its good faith judgment that Popovic should be terminated and/or sus-

pended, and no determination in good faith that Cause for termination

and/or suspension existed.

185. Defendants intentional and wrongful acts were a significant fac-

tor in causing the breach of Popovics Management Agreement.

186. Defendants intentional and wrongful acts have caused harm to

Popovic, GSG and Global.

187. There is no commercial justification for Defendants wrongful

acts.


willful intent to cause harm directly to Popovic. The acts are extreme and

outrageous and can only be intended to cause severe economic harm to Po-

povic. Therefore, the imposition of punitive damages is warranted in this

case to punish their bad acts and to stop others in a similar position from

committing similar harm to others.

189. Because this matter arises out of contract (i.e., the Management

Agreement), under A.R.S. 12-341 and 12-341.01, Popovic is entitled to

his reasonable costs and attorneys fees, with interest on all such fees and

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costs at the rate of ten percent (10%) per annum pursuant to A.R.S. 44-

1204(a), from the date of any judgment until paid in full.

(Tortious Interference with GSG and Globals ContractsAgainst Caulfield, Gowins and Mark)

COUNT FOUR



191. Caulfield, Gowins and Mark have knowledge of Globals and

GSGs contracts with various customers, employees and vendors.

192. Caulfield, Gowins and Mark have sought to usurp all manage-

ment and control of Global to the exclusion of both GSG and Popovic by,

among other things, blocking Popovics ability access his company email ac-

count; establishing new bank accounts and trying to cause customers and

vendors to deposit company funds into accounts that are completely con-

trolled by them; seizing control of Globals Internet domain name and the

companys server; holding themselves out improperly as Globals duly-

appointed Board of Directors; and making false and otherwise misleading

statements about Popovic to Globals customers and vendors.

193. Caulfield, Gowins and Mark have intentionally leveled false and

otherwise trumped-up allegations of misuse and/or comingling of company

funds against Popovic, as a pretext for finding Cause for Popovics termi-

nation and/or suspension and to further their efforts to illegal seize control

of Global.

194. Defendants have intentionally and falsely represented to Globals

customers and vendors that Popovic has been suspended and otherwise ter-

minated from his employment with the company.

195. On information and belief, Defendants have taken steps to induce

Globals largest client to cease doing business with Global and instead work

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with a competing business owned, operated, and controlled by Caulfield,

Mark, and Gowin.

196. The illegal acts were undertaken ultra vires and without the input

or consent of GSG and Popovic, the companys majority owner, President,

and CEO.

197. Defendants intentional acts have caused confusion among Glob-

als customers and vendors, which has damaged the companys and Popovics

reputation and client goodwill.

198. Caulfield, Gowins and Mark have undertaken these actions in an

effort to seize control of Global and to prevent GSG and Popovic from hav-

ing any further meaningful participation in and benefit from the company,

and when that failed, to set up a competing business that would poach all of

Globals clients.

199. These acts have harmed Global by damaging its reputation and

customer goodwill, and have caused NSB Shipping, to cancel a services con-

tract with the company worth approximately $130 thousand, and, following

that, its entire Master Services Agreement with Global. Two other customer,

Laeisz Shipping and Sea Team Shipping, also ceased its dealings with Global.


vendor goodwill, and has caused at least three vendors, Canadian Sea Mar-

shalls, Network Solutions and Fortis LLC, to freeze Globals account and

cease doing business until further notice.


employee goodwill, and has caused at least one officer and employee

Fergusonto resign his position with Global/GSG/Kenton.

202. In addition, Plaintiffs believe that Defendants wrongful actions

have caused losses on potential contracts in Kuwait that would have

represented approximately $35 million in revenue to Global.

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203. Defendants intentional acts were a significant factor in causing

NSB Shipping to cancel its contract with Global, in ending potential business

with Laeisz Shipping and Sea Team Shipping, in causing Canadian Sea Mar-

shalls, Network Solutions and Fortis to freeze Globals accounts, and in

causing Ferguson to resign.

204. Defendants intentional conduct has caused harm to Popovic,

Global, and GSG by destroying the companys relationship with its largest

client, NSB Shipping, as well as with Laeisz Shipping and Sea Team Ship-

ping.

205. Defendants conduct has destroyed Globals, GSGs, and Popov-

ics reputation and goodwill in the maritime-security industry.

206. Defendants conduct is completely unjustified. Defendants are

falsely holding themselves out as the duly appointed Board of Directors of

Global, and have no authority to terminate and/or suspend Popovic, or to

interfere in the contracts of Global or GSG.

207. Defendants intentional acts have caused harm to Popovic, Glob-

al and GSG.

208. There is no commercial justification for Defendants wrongful

acts.


willful intent to cause harm directly to Plaintiffs. The acts are extreme and

outrageous and can only be intended to cause severe economic harm to

Plaintiffs. Therefore, the imposition of punitive damages is warranted in this

case to punish their bad acts and to stop others in a similar position from

committing similar harm to others.

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(ConversionAgainst Caulfield, Gowins and Mark)

COUNT FIVE



211. As the majority owner of Global, GSG has a right to receive an

appropriate portion of Globals revenue in the form of salary, bonuses,

member distributions, and other benefits.

212. As the majority owner (through GSG), President and CEO of

Global, Popovic has a right to receive an appropriate portion of Globals

revenue in the form of salary, bonuses, member distributions, and other ben-

efits.

213. Caulfield, Gowins and Mark have wrongfully diverted these ben-

efits from GSG and Popovic and exerted dominion over them for their own

use.

214. Caulfield, Gowins, and Mark have converted GSGs and Popov-

ics monies and property by, among other things, (1) cutting off Popovics

salary and other compensation; (2) blocking his ability access his company

email account; (3) establishing new bank accounts and trying to cause cus-

tomers and vendors to deposit company funds into accounts that are

completely controlled by them; (4) seizing control of Globals Internet do-

main name and the companys server; and (5) holding themselves out

improperly as the Globals duly-appointed Board of Directors.

215. As set out in this Verified Complaint, Defendants conduct

breaches numerous fiduciary and other duties owed to Global, GSG and Po-

povic.

216. Defendants conduct has deprived GSG and Popovic of their

property and has therefore caused them harm.

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217. All of Defendants wrongful actions are made in bad faith, as fi-

duciaries of Global and GSG.


willful intent to cause harm directly to Popovic and GSG. The acts are ex-

treme and outrageous and can only be intended to cause severe economic

harm to Plaintiffs. Therefore, the imposition of punitive damages is war-

ranted in this case to punish Defendants bad acts and to stop others in a

similar position from committing similar harm to others.

219. Because this matter arises out of contract (i.e., the Operating

Agreement of Global), under A.R.S. 12-341 and 12-341.01, Plaintiffs are

entitled to their reasonable costs and attorneys fees, with interest on all such

fees and costs at the rate of ten percent (10%) per annum pursuant to A.R.S.

44-1204(a), from the date of any judgment until paid in full.

(ConspiracyAgainst All Defendants)

COUNT SIX



221. Defendants have acted in concert to carry out the actions de-

scribed in this Verified Complaint.

222. Each Defendant has committed one or more unlawful acts, as de-

scribed in this Verified Complaint, in furtherance of the torts and breaches of

duty described above.

223. Caulfield, Gowins and Mark have each individually breached fi-

duciary duties owed to Global, GSG and Popovic, and committed these

breaches of duty in furtherance of their effort to convert Plaintiffs property

rights to their own use.

224. Each Defendant has intentionally and tortiously undertaken acts

designed to deprive Popovic of the benefits of his Management Agreement.

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