Forweb20 brooklands v jeffrey sweeney us capital

BROOKLANDS v JEFFREY SWEENEY US

CAPITAL PARTNERS

BROOKLANDS, INC v JEFFREY SWEENEY,

US CAPITAL PARTNERS, LLC,

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA

West Palm Beach Division

CASE NO.: 9:14-cv-81298-Hurley/Hopkins

BROOKLANDS, INC.

Plaintiff,

v.

JEFFREY SWEENEY,

US CAPITAL PARTNERS, LLC,

AND, ENTREPRENEUR GROWTH

CAPITAL, LLC,

Defendants.

____________________________________

AMENDED COMPLAINT

COMES NOW, the Plaintiff, BROOKLANDS, INC., by and through the undersigned counsel and

pursuant to Rules 7, 8 and 15 of the Federal Rules of Civil Procedure, hereby files this Amended

Complaint and sues each of the Defendants.

JURISDICTIONAL AND VENUE ALLEGATIONS

1. This federal district court maintains original subject matter jurisdiction over the primary claims

within this action which include violations of 18 U.S.C. §§ 1961, et seq., commonly known as the

Racketeer Influenced and Corrupt Organizations Act and pendent jurisdiction over all substantially

intertwined claims arising under the laws of the State of Florida, as all claims herein stem from a

common nucleus of operative facts.

2. This federal district court also maintains independent diversity jurisdiction over all claims asserted

herein as each Defendant is a resident of, and conducts its primary business in, states other than

the State of Florida and the legal relief sought against each Defendant exceeds $75,000.00,

exclusive of interest, costs and attorney’s fees.

3. Venue is appropriate in the Southern District of Florida, West Palm Beach Division, because it is

where the Plaintiff engaged in all acts relevant to its relationship with each Defendant; it is where the

foreign Defendants voluntarily conducted business through themselves, their agents, assigns, or

representatives with the Plaintiff; and where the harm suffered by the Plaintiff as a result of the acts

and omissions of the Defendants has taken place.

4. The Plaintiff, BROOKLANDS, INC. (“BROOKLANDS”), is a Delaware corporation, doing its

primary business in Palm Beach County, Florida.

5. The Defendant JEFFREY SWEENEY (“SWEENEY”), is an individual sui juris, a resident of the

State of California, and at all times relevant was the Managing Director and/or Chief Executive

Officer of U.S. CAPITAL PARTNERS, LLC.

6. The Defendant U.S. CAPITAL PARTNERS, LLC, (“U.S. CAPITAL”), is a Delaware limited liability

company which maintains its principal place of business in San Francisco, California. All acts and

omissions of U.S. CAPITAL alleged throughout this Complaint occurred at the direction and control

of Co-Defendant SWEENEY.

7. The Defendant ENTREPRENEUR GROWTH CAPITAL, LLC (“EGC”), is a New York limited

liability company which maintains its principal place of business in New York, New York.

8. This court maintains personal jurisdiction over each Defendant pursuant to the Due Process

clause of the 14th Amendment of the U.S. Constitution and Florida’s Long Arm Statute, §48.193(1),

Florida Statutes, because each Defendant: (1) has purposefully operated, engaged in, and

conducted business in the state of Florida; and, (2) has purposefully availed itself of the rights and

benefits of conducting business in this forum state of Florida by soliciting and engaging the Plaintiff

BROOKLANDS to conduct business with the Defendants in Florida through e-mail communications,

telephone conversations, verbal representations, the exchange of documents, and the execution of

contracts and payment of monies by BROOKLANDS within the State of Florida. The Defendants

purposeful availment has also caused damage done to BROOKLANDS in the State of Florida.

9. All conditions precedent to the filing and maintenance of this action have been performed,

excused and/or waived. The Plaintiff demands a trial by jury as to all Counts within this Complaint.

GENERAL ALLEGATIONS

10. The Plaintiff BROOKLANDS is engaged in the manufacturing and sale of non-contact non-touch

thermometers for both the retail and clinical sector. Brooklands sought funding to finance its demand

for the product and for further expansion.

11. The Defendant U.S. CAPITAL promotes itself to the public as a “private investment bank that

makes direct debt investments, participates in debt facilities, and arranges equity placements for

small and lower middle market companies.” See www.uscapitalpartners.net (home-page).

12. In April 2013, various representatives of U.S. CAPITAL engaged representatives for

BROOKLANDS via telephone and e-mail communications and advised BROOKLANDS that upon

the satisfaction of a reasonable due diligence investigation of BROOKLANDS, U.S. CAPITAL would

provide a loan to BROOKLANDS to assist BROOKLANDS to raise capital necessary to expand the

inventory of its products and satisfy current and projected product purchase orders.

13. On or about April 17, 2013, U.S. CAPITAL delivered to BROOKLANDS at its office in Palm

Beach County, Florida, and through internet e-mail transmission, a “Term Sheet for Proposed Credit

http://www.uscapitalpartners.net/

Facility” dated April 25, 2013 (hereinafter referred to as “Term Sheet”). A copy of which is attached

hereto as Exhibit A.

14. The April 25, 2013, Term Sheet states, “U.S. Capital Partners, LLC (“USCP”) is pleased to be

able to provide Brooklands, Inc. (the “Company”), a proposal for a credit facility of up to $1,500,000

(the “Proposed Credit Facility”), conditioned upon the terms memorialized in this letter.”

15. According to the Term Sheet, the provision of the loan was contingent upon, among other things,

U.S. CAPITAL’s completion of a due diligence investigation of BROOKLANDS and execution by

BROOKLANDS of a separate “exclusive fee agreement” for U.S. CAPITAL.

16. The Term Sheet also required BROOKLANDS to pay a Due Diligence Fee by wire transfer of

$15,000.00 to U.S. CAPITAL before it would engage in any due diligence activity relating to the loan.

The Term Sheet also made clear that the fee was paid “in consideration of [U.S. CAPITAL’s] work of

investigating and reviewing the Proposed Credit Facility”.

17. The Term Sheet also states that “[s]hould [U.S. CAPITAL] hereafter extend and the Company

hereafter decline a credit facility substantially along the lines of the proposed Credit Facility

described herein, the Company agrees that [US CAPITAL] shall be entitled to retain the Due

Diligence Fee in its entirety.”

18. SWEENEY signed and executed the Term Sheet on behalf of U.S. CAPITAL and

BROOKLANDS also executed the Term Sheet and timely wired to U.S. CAPITAL the $15,000.00

Due Diligence Fee. SWEENEY and U.S. CAPITAL, however, knew at the time the Term Sheet was

provided to BROOKLANDS and all times thereafter, that they would not conduct a due diligence

investigation of BROOKLANDS in good faith; that they would not investigate and review the

Proposed Credit Facility in good faith; that U.S. CAPITAL would not offer any loan to

BROOKLANDS; and, that they would not locate any affiliate or assignee willing to offer

BROOKLANDS a loan substantially along the lines of the loan proposed in the Term Sheet. With

this knowledge, U.S. CAPITAL took the $15,000.00 Due Diligence Fee from BROOKLANDS with no

intention of providing any consideration in return for such or ever returning any portion of such to

BROOKLANDS.

19. On or about May 2, 2013, U.S. CAPITAL delivered via e-mail to BROOKLANDS’ offices in Palm

Beach County, Florida a “Fee Agreement”, previously signed by SWEENEY on behalf of U.S.

CAPITAL. A copy of which is attached hereto as Exhibit B.

20. The Fee Agreement provided by U.S. CAPITAL is a 3-page document typed in single spaced,

fine print. The Fee Agreement is intended to supplement and not contradict the previously executed

Term Sheet. Within the Fee Agreement, U.S. CAPITAL represented that it: (1) was engaged by

BROOKLANDS “to provide the services set out in the schedules (“the “Services”)”; (2) that “as

remuneration for the services, BROOKLANDS shall pay U.S. CAPITAL additional, multiple fees,

including “break- up fees”, “set out in the schedules”; and, (3) that U.S. CAPITAL “shall devote such

time and diligent efforts as may reasonably be necessary to perform the Services”.

21. However, the “schedules” which identify the actual “Services” to be performed by U.S. CAPITAL

pursuant to the Fee Agreement reveal that U.S. CAPITAL was not obligated to perform any new act

or omission at all in consideration for the multiple, additional fees to be charged to BROOKLANDS.

22. At the time SWEENEY and U.S. CAPITAL presented the Fee Agreement to BROOKLANDS they

were aware that neither intended to perform any act or omission to provide any loan to

BROOKLANDS; that neither intended to perform a good faith due diligence, or any other,

investigation of BROOKLANDS; and that no affiliate or assign of U.S. CAPITAL would provide a loan

to BROOKLANDS substantially along the lines of the terms identified in the existing Term Sheet.

23. Also on May 2, 2013, U.S. CAPITAL electronically filed a UCC Lien against the assets of

BROOKLANDS to secure payment to U.S. CAPITAL of $10,000 identified as “Break-Up Fees”. A

copy of which is attached as Exhibit C.

24. According to U.S. CAPITAL, upon payment of the “Break-Up Fees” U.S. CAPITAL would

terminate the Lien and deliver to BROOKLANDS a UCC-3 Termination Statement.

25. Neither SWEENEY nor U.S. CAPITAL, however, intended at the time they caused the filing of

the UCC Lien to comply with their representations. Rather, SWEENEY and U.S. CAPITAL intended

to use the Lien against BROOKLANDS’ assets for the purpose extracting from BROOKLANDS the

$10,000 referred to therein knowing that U.S. CAPITAL would not conduct a due diligence

investigation of BROOKLANDS in good faith; would not investigate and review the Proposed Credit

Facility in good faith; that U.S. CAPITAL would not offer any loan to BROOKLANDS; and, that they

would not locate any affiliate or assignee willing to offer BROOKLANDS any loan substantially along

the lines of the loan proposed in the Term Sheet.

26. U.S. CAPITAL and SWEENEY also knew at the time that U.S CAPITAL filed the UCC Lien that

even if they terminated the Lien after BROOKLANDS paid the $10,000 Break Up Fee, U.S.

CAPITAL would file another UCC Lien because U.S. Capital intended to prevent BROOKLANDS

from entering into a future financing agreement with any assignee or affiliate of U.S. CAPITAL.

27. As of the date of filing this Complaint, and after the payment of $10,000 by BROOKLANDS to

U.S. CAPITAL expressly designated as “Break Up Fees”, U.S. CAPITAL has not delivered to

BROOKLANDS any UCC-3 Termination Statement and on November 22, 2013, U.S CAPITAL filed

a subsequent UCC Lien against the assets of BROOKLANDS without notice and for no legitimate

purpose.

28. On May 6, 2013, U.S. CAPITAL delivered to BROOKLANDS’ Palm Beach County office the

written details of U.S. CAPITAL’s purported due diligence investigation, followed by a conference

call between U.S. CAPITAL and BROOKLANDS, which advised that upon satisfactory completion of

the due diligence investigation, the funding of the loan should take place within 46 days after the

previous signing of the Term Sheet and payment of the Due Diligence Fee. A copy of which is

attached hereto as Exhibit D. Accordingly, the estimated expectation of completion of the due

diligence period and funding for the loan which BROOKLANDS reasonably relied upon, was June

11, 2013,

29. However, thereafter U.S. CAPITAL made only minimal, superficial requests for documentation

and information from BROOKLANDS designed to create the false impression that U.S. CAPITAL

was conducting a due diligence investigation. BROOKLANDS fully and timely complied with each

request.

30. Moreover, sometime prior to June 25, 2013, U.S. CAPITAL utilized the telephone or internet

across state lines to make Co-Defendant, ENTREPRENURIAL GROWTH CAPITAL, LLC (“EGC”),

aware of the terms of the Term Sheet between U.S. CAPITAL and BROOKLANDS.

31. EGC informed U.S. CAPITAL, via the internet or telephone across state lines, that it would not

provide a loan to BROOKLANDS substantially similar to the terms identified within the Term Sheet.

EGC similarly informed SWEENEY and U.S. CAPITAL of other specific terms, obligations, and

requirements that it would offer BROOKLANDS for any loan, including the payment of multiple,

additional fees by BROOKLANDS, a smaller overall loan, higher interest rates charged, and tighter

concentration limits and access to funding. SWEENEY and U.S. CAPITAL were aware that

BROOKLANDS would not accept such terms for any loan.

32. U.S. CAPITAL and SWEENEY however, had no intent on making any good faith effort to comply

with the provisions of the Term Sheet with BROOKLANDS, and instead were intent on avoiding

BROOKLANDS’ detection that they (1) never intended to conduct a due diligence investigation of

BROOKLANDS in good faith; (2) never intended to investigate and review the Proposed Credit

Facility in good faith; (3) never intended to offer any loan to BROOKLANDS; and, (4) never intended

to locate any affiliate or assignee willing to offer to BROOKLANDS any loan substantially along the

lines of the loan proposed in the Term Sheet.

33. Therefore U.S. CAPITAL entered into an agreement with EGC, agreed to via the telephone or

internet across state lines, to accomplish the following unlawful plan, scheme and enterprise:

– U.S. CAPITAL would assign its interest in the BROOKLANDS’ proposed loan facility to EGC

without disclosing the assignment of the loan to BROOKLANDS;

– U.S. CAPITAL would then convince BROOKLANDS to sign a new Term Sheet which would

change the terms to include a loan proposal which would arguably be “substantially along the lines”

of a loan which EGC would subsequently offer to BROOKLANDS;

– After U.S. CAPITAL convinced BROOKLANDS to execute the new Term Sheet, it would advise

BROOKLANDS of the assignment to EGC and EGC would present to BROOKLANDS its own

separate version of a term sheet which would obligate BROOKLANDS to pay additional fees to

EGC, including fees for another due diligence investigation;

– Having assigned the loan proposal identified in the new Term Sheet to EGC, U.S. CAPITAL would

relieve itself of any fear that its true, undisclosed intentions would be detected by BROOKLANDS;

and,

– As long as EGC offered to BROOKLANDS a loan which was “substantially along the lines” of the

new Term Sheet, both U.S. CAPITAL and EGC would remain entitled to receipt of the various fees

chargeable to or already paid by BROOKLANDS, in spite of their knowledge that BROOKLANDS

would not accept such terms.

34. In furtherance of this scheme and enterprise to defraud, on or before June 25, 2014, EGC

delivered to U.S. CAPITAL, via the internet across state lines, a copy of a written loan proposal

addressed directly to BROOKLANDS and dated June 25, 2013. A copy of which is attached hereto

as Exhibit E.

35. Although the proposal is addressed specifically to BROOKLANDS and the introductory

paragraph states, “We understand that Brooklands, Inc. (“Borrower”) desires to enter into a financing

arrangement with Entreprenurial Growth Capital, LLC (“EGC”)”, BROOKLANDS had never

communicated with EGC and had never expressed any desire to anyone of entering into any

arrangement with EGC.

36. On or about June 26, 2013, U.S. CAPITAL, in furtherance of the unlawful enterprise with EGC,

e-mailed to BROOKLANDS at their office in Palm Beach County Florida another new Term Sheet for

Proposed Credit Facility and required BROOKLANDS to execute such in order for U.S, CAPITAL to

continue to assess the proposed loan to BROOKLANDS. A copy of which is attached hereto as

Exhibit F.

37. The June 26, 2013 Term Sheet is materially different than, and not substantially along the lines

of, the terms of the loan proposed within the original Term Sheet. For example, the June 26 Term

Sheet substantially increased the collateral and security requirements of BROOKLANDS in order to

secure any loan; abbreviated the guaranteed term of the loan facility agreement from 3 to 2 years;

substantially restricted the eligibility of any loan advance; doubled the “loan facility fee” from 1% to

2%; increased the maximum interest rates charged to BROOKLANDS by as much as 2.5%; and

added additional, multiple “fees” such as a $1,000.00 per day (plus costs), “field examiner” fee, and

third party fees including legal fees “estimated not to exceed $7,500.”

38. U.S. CAPITAL told and emphasized to BROOKLANDS in telephone conversations to

BROOKLANDS while BROOKLANDS was located in its Palm Beach County office, that the new

Term Sheet was a mere proposal which did not bind BROOKLANDS any further than the previous

Term Sheet, and that the new terms were only additional considerations for the U.S. CAPITAL

internal credit committee to evaluate and consider when rendering a final decision on the loan to be

offered to BROOKLANDS. U.S. CAPITAL intentionally failed to inform BROOKLANDS that U.S.

CAPITAL had no intention of offering any loan to BROOKLANDS and had in fact previously

assigned the loan to third party, EGC.

39. Based upon the representations of U.S. CAPITAL and the failure to inform BROOKLANDS that

U.S. CAPITAL had previously assigned the loan, BROOKLANDS executed the June 26, 2013 Term

Sheet. Had SWEENEY or U.S. CAPITAL informed BROOKLANDS that U.S. CAPITAL had no

intention of providing BROOKLANDS any loan and had previously assigned its interests in the loan

to a third party, BROOKLANDS would not have signed and executed the new Term Sheet dated

June 26, 2013.

40. Two days later, on June 28, 2013, U.S. CAPITAL delivered via e-mail to BROOKLANDS a

“Commitment Letter for Proposed Credit Facility” (“Commitment”). A copy of which is attached hereto

as Exhibit G. The Commitment informed BROOKLANDS that U.S. CAPITAL was pleased to advise

that it had “completed its due diligence and underwriting” on BROOKLANDS but had assigned the

Term Sheet of June 26, 2013, to it’s “Assignee”, EGC.

41. U.S. CAPITAL attached to the Commitment delivered to BROOKLANDS the EGC proposal

dated June 25, 2013, which U.S. CAPITAL possessed prior to e-mailing and convincing

BROOKLANDS to execute the June 26, 2015 revised Term Sheet. See Exhibit G.

42. The EGC proposal is substantially along the lines of the terms identified in the Term Sheet

between U.S. CAPITAL and BROOKLANDS dated 2 days prior. EGC’s proposal, however, also

required an additional $7,500.00 “deposit” by BROOKLANDS to cover EGC expenses “for

establishing a lender/borrower arrangement”. The deposit was to be returned or credited to

BROOKLANDS in the event EGC declined to offer a loan, or EGC approved a loan which actually

funded within 30 days. However, BROOKLANDS was also responsible for third party costs which

exceeded the deposit amount if incurred by EGC in conducting its own due diligence,

43. The purported purpose of the EGC “deposit” is synonymous with the purported due diligence

investigation which U.S. CAPITAL contractually agreed to perform for BROOKLANDS and charged

BROOKLANDS a $15,000.00 Due Diligence Fee. Further, U.S. CAPITAL’s commitment letter which

informed BROOKLANDS of the assignment of its interest in the BROOKLANDS’ loan facility also

advised that U.S. CAPITAL’s due diligence and underwriting for BROOKLANDS had been

completed.

44. In furtherance of the unlawful enterprise between U.S. CAPITAL and EGC referred to herein,

U.S. CAPITAL, via e-mail and telephone conversations, persuaded BROOKLANDS to execute the

EGC proposal by advising BROOKLANDS that the EGC proposal was merely a non-binding,

“starting point” for negotiations with EGC, which outlined the terms and conditions from which

negotiations would eventually result in a loan acceptable to BROOKLANDS. In reliance upon these

representations and without knowledge of the unlawful enterprise between U.S. CAPITAL and EGC,

on July 2, 2013, BROOKLANDS executed the EGC proposal and paid the $7,500 deposit for EGC

by wire transfer.

45. U.S. CAPITAL knew at the time these statements and representations were made to

BROOKLANDS that they were false and that EGC had no intention of offering any loan to

BROOKLANDS which was substantially along the lines of any loan acceptable to BROOKLANDS.

U.S. CAPITAL also continued to intentionally fail to inform BROOKLANDS the fact that U.S.

CAPITAL assigned the loan to EGC prior to presenting and convincing BROOKLANDS to execute

the June 26, 2013 Term Sheet.

46. Further at all times and including the moment that BROOKLANDS executed the EGC proposal,

U.S. CAPITAL held itself out as the agent of EGC. U.S. CAPITAL caused the EGC proposal to be

delivered directly to BROOKLANDS as an attachment to the U.S. CAPITAL Commitment; U.S.

CAPITAL representatives were the only individuals who communicated with BROOKLANDS

concerning the terms and conditions of the EGC proposal; and BROOKLANDS had not been

introduced or otherwise engaged in any communication whatsoever with EGC at any time prior to

U.S. CAPITAL’s representations to BROOKLANDS which induced BROOKLANDS to execute the

EGC proposal.

47. Had U.S. CAPITAL been honest, truthful and forthright with BROOKLANDS, and informed

BROOKLANDS of its assignment prior to presenting the new Term Sheet to BROOKLANDS; the fact

that U.S. CAPITAL had not conducted a good faith due diligence investigation; and/or informed

BROOKLANDS of the enterprise described in paragraph 33 of this Complaint, BROOKLANDS would

not have signed and executed the EGC proposal.

48. Subsequent to the execution of the EGC proposal and the payment by BROOKLAND”s of the

$7,500 deposit to EGC, EGC purportedly conducted another due diligence investigation of

BROOKLANDS for which EGC claims to have incurred $18, 750.0 in legal fees; $4,363.63 for a

“field examination”; and $755.43 to conduct UCC searches. See EGC Invoice attached hereto as

Exhibit H. Notably, EGC’s invoice charges BROOKLANDS $18,750.00, in legal fees as of July 10,

2013, only 5 business days after BROOKLANDS executed the EGC proposal on July 2, 2013. The

purported “field examination” was also conducted, if at all, by an individual who is employed on a

regular, full-time basis as a maintenance supervisor at a South Florida hotel.

49. Ultimately, the only loan facility actually offered by EGC to BROOKLANDS was consistent with

the terms of the June 26 Term Sheet between BROOKLANDS and U.S. CAPITAL and the EGC

proposal dated June 25, 2013, and therefore unacceptable to BROOKLANDS. See Exhibit I

attached hereto. Upon review and evaluation of the loan terms offered by EGC, BROOKLANDS

realized that the multiple fees, expenses, and interest rates charged against the actual funding to be

made available as a loan to BROOKLANDS, created a usurious, illegal loan without providing the

funding needed by BROOKLANDS to satisfy its financial needs. Accordingly, on August 20, 2013,

BROOKLANDS terminated its relationship with EGC.

50. Thereafter, in furtherance of the unlawful enterprise, U.S. CAPITAL demanded payment from

BROOKLANDS of the $10,000 Break-Up Fee detailed in the Fee Agreement between the parties.

And on September 5, 2013, EGC informed BROOKLANDS that it was retaining the $7,500.00

BROOKLANDS’ deposit and invoiced BROOKLANDS another $16,369.06, for the legal fees and

expenses allegedly incurred during EGC’s purported due diligence investigation. See Exhibit H.

51. On October 14, 2013, BROOKLANDS and U.S. CAPITAL, with SWEENEY acting as the Chief

Executive Officer of U.S. CAPITAL, executed a “Full And Final Release Agreement” (“Release”). A

copy of which is attached hereto as Exhibit J . The terms of the Release provide that U.S. CAPITAL

could retain BROOKLANDS’ $15,000.00 Due Diligence Fee and BROOKLANDS would pay an

additional $10,000 to US Capital designated as the “Break-Up Fee”. U.S. CAPITAL agreed that

upon receipt of the $10,000, “all security interests” which it “may then or thereafter have in any

assets” of BROOKLANDS shall without further action be terminated. U.S. CAPITAL also expressly

agreed to deliver to BROOKLANDS “the UCC-3 Termination Statements required to release all

security interests” of U.S. CAPITAL, including without limitation the UCC-3 Termination Statements

with respect to the UCC Lien originally filed by U.S. CAPITAL on May 2, 2013.

52. The term “parties” within the Release expressly includes U.S. CAPITAL’s assigns, and therefore

EGC. The Release is specifically intended to finally resolve all of the claims and issues related to

the relationship, as well as any and all past, present or future claims, and liability of whatever kind,

“among the parties”.

53. BROOKLANDS complied with its obligations under the Release and paid U.S. CAPITAL the

additional $10,000. Consistent with its enterprise to defraud BROOKLANDS at all times relevant,

however, on November 22, 2013, U.S. CAPITAL filed a new UCC Lien against the assets of

BROOKLANDS (Filing No. 2013 4119229), without any notice to BROOKLANDS nor right to do so,

and contrary to the express terms of the Release.

54. U.S. CAPITAL also failed to inform its assignee EGC of the Release and the fact that the

Release resolved any and all claims which EGC may assert against BROOKLANDS. And, on

October 21, 2013, EGC filed a separate UCC Lien against the assets of BROOKLANDS (File No.

2013 4119229), without any notice to BROOKLANDS, and in violation of the terms of the Release.

55. Moreover, at no time prior to the execution of the Release or thereafter did U.S. CAPITAL

notify BROOKLANDS that U.S. CAPITAL had not informed its assignee, EGC that it was negotiating

and executing the Release which would bind EGC. Neither did U.S. CAPITAL inform

BROOKLANDS that it did not possess the authority to bind its Assignee EGC to the Release. At the

time it executed the Release, U.S. CAPITAL also had no intention of providing BROOKLANDS any

UCC-3 Termination Statement even in the event BROOKLANDS paid the $10,000 required pursuant

to the Release.

56. Had BROOKLANDS been informed of U.S. CAPITAL’s failure to inform EGC that it was

negotiating and executing the Release on behalf of EGC, its lack of authority to bind its Assignee

EGC to the Release; or that U.S. CAPITAL had no intention of providing BROOKLANDS with the

UCC-3 Termination Statement for the May 2, 2013 Lien, or that U.S.CAPITAL would subsequently

file a new UCC Lien; BROOKLANDS would not have executed the Release.

57. Thereafter BROOKLANDS sought to satisfy its funding needs from other independent sources,

including Trade Finance Partners, an affiliate of The City of London Group, plc.,(“TFP”). TFP

conducted its own due diligence of BROOKLANDS and the parties were in the final stages of

negotiating a firm agreement whereby TFP would provide the funding necessary to BROOKLANDS

upon acceptable terms, when TFP informed BROOKLANDS of the existence of the U.S. CAPITAL

and EGC Liens filed subsequent to the execution of the Release.

58. On August 18, 2014, TFP informed BROOKLANDS of the UCC Liens filed by US CAPITAL and

EGC. On August 18, 2014, BROOKLANDS e-mailed US CAPITAL and requested the immediate

termination of the Liens. On August 19, 2014, US CAPITAL acknowledged receipt of

BROOKLANDS’ e-mail and requested a telephone conversation to address BROOKLANDS’

concerns.

59. Thereafter, on August 19, 2014, BROOKLANDS spoke directly with US CAPITAL and reiterated

the demand for the immediate termination of the Liens. US CAPITAL, however, refused and insisted

that its Lien will remain in effect for the full term of its prior agreement with BROOKLANDS, a total of

5 years. The reasoning communicated to BROOKLANDS was US CAPITAL’s purported entitlement

to notice and approval of any new lender with whom BROOKLANDS may do business within the

term of their prior agreement. This is in spite of and contrary to the explicit terms of the parties’ Full

and Final Release executed in October 2013.

60. On August 28, 2014, an attorney representing TFP delivered an e-mail to US CAPITAL and

requested confirmation that US CAPITAL terminated the Liens because she represented a secured

party with a security interest in the same collateral. US CAPITAL did not respond, nor terminate the

Liens.

61. On October 9, 2014, TFP informed BROOKLANDS that their prospective relationship was at a

stalemate as a result of the existing Liens and there was no solution until terminated. TFP also

forwarded to BROOKLANDS for payment an invoice from its attorneys in the amount of $2,662.50,

which evidences the prospective business relationship between TFP and BROOKLANDS as well as

the attorney’s August 28, 2014, communication to US CAPITAL regarding “open UCC’s.”

62. Only after learning of the filing of this suit, did US CAPITAL take action to terminate its Lien on

October 23, 2014. EGC also refused to terminate its Lien until after this suit was filed, claiming it

possessed no notice of or acquiescence to the terms of the Release Agreement. As a direct result

of the U.S. CAPITAL and EGC UCC Liens, TFP declined to provide BROOKLANDS any funding

thereby causing BROOKLANDS to loose specific sale opportunities, including but not limited to,

foregoing the opportunity sell in excess of 34,000 units on the QVC television station, and satisfy

another independent opportunity for the sale of 5000 additional units, because it could not obtain

the funding necessary to manufacture the requested number of units. The acts and omissions of

EGC and U.S. CAPITAL in furtherance of the unlawful enterprise therefore not only slandered

BROOKLANDS’ business reputation, but intentionally and without justification interfered with the

business relationship between BROOKLANDS and TFP, proximately causing the loss of hundreds

of thousands of dollars in business for BROOKLANDS.

63. On October 8, 2014, BROOKLANDS received correspondence from EGC demanding the

immediate payment of $16,369.06, for purported third party expenses incurred by EGC or EGC will

sue BROOKLANDS and seek reimbursement of its additional attorney’s fees in doing so. See

Exhibit J attached hereto.

64. EGC has since denied that it is an Assignee of U.S. CAPITAL.

65. As of the date of filing this suit, the UCC Liens filed by both US CAPITAL and EGC remained

pending and BROOKLANDS continued to suffer the consequential legal and equitable damage as a

direct result thereof.

ALLEGATIONS COMMON TO ALL COUNTS BASED UPON THE

RACKETEER INFLUENCED AND CORRUPT ORGANIZATIONS ACT

66. It shall be unlawful for any person employed by or associated with any

enterprise engaged in, or the activities of which affect, interstate or foreign commerce, to conduct or

participate, directly or indirectly, in the conduct of such enterprise’s affairs through a pattern of

racketeering activity or collection of unlawful debt. 18 U.S.C. §1962(c).

67. Each occasion whereby U.S. CAPITAL utilized the internet to communicate and transmit to

BROOKLANDS via e-mail the following: (1) the April 2013 Term Sheet; (2) the May 2, 2013 Fee

Agreement, (3) the May 6, 2013 documents describing the details of the purported Due Diligence

investigation to be conducted by U.S. CAPITAL; (4) the June 26, 2013 Term Sheet, (5) the June 28,

2013 Commitment and June 25, 2013 EGC proposal; and, (6) the October 13, 2013 Full and

Release Agreement, constitute separate acts of wire fraud, indictable under 18 U.S.C.§ 1348.

68. Each occasion where U.S. Capital communicated to BROOKLANDS via e-mail and the

telephone the representations, inducements and promises and intentionally withheld material

information which if known to BROOKLANDS, would have caused BROOKLANDS to refrain from

entering into and executing the (1) the April 2013 Term Sheet; (2) the May 2, 2013 Fee Agreement,

(4) the June 26, 2013 Term Sheet, (5) the June 28, 2013 Commitment and June 25, 2013 EGC

proposal; and, (6) the October 13, 2013 Full and Release Agreement, constitute separate acts of

wire fraud, indictable under 18 U.S.C. 1348.

69. U.S. Capital utilized the internet to transmit and deliver the documents, communications and

information identified above from California to Florida for the purpose of intentionally and knowingly

using interstate commerce in furtherance of an enterprise to defraud BROOKLANDS.

70. The representations and omissions by U.S. CAPITAL were material to BROOKLAND’s decision

to enter into each of the agreements; U.S. CAPITAL knew at the time that it made each of the

material misrepresentations of fact and intentional omissions of fact that they were necessary to

induce BROOKLANDS into signing and executing each agreement; BROOKLANDS in fact did sign

and execute each agreement in reliance upon the misrepresentations made and omissions withheld

by U.S. CAPITAL, and thereby paid to U.S CAPITAL and EGC the fees identified throughout the

Complaint; expended valuable time and resources in pursuit of the perceived U.S. CAPITAL and

EGC funding opportunities, and refrained from pursuing other legitimate opportunities to satisfy its

funding needs.

71. As a direct and proximate result of the fraudulent scheme and enterprise engaged in and

committed by U.S. CAPITAL and EGC, BROOKLANDS has been damaged by the slander to its

business representation caused by the UCC Liens, by the loss of legitimate funding opportunities

and the consequential inability to sell its products; the loss of time, effort and resources of

BROOKLANDS’ personnel spent pursuing the perceived U.S. CAPITAL and EGC funding

opportunities; as well as the out of pocket fees paid to U.S. CAPITAL and EGC.

72. Through the intentional commission of the overt acts and omissions detailed herein by

U.S.CAPITAL and EGC, including but not limited to those described in paragraphs 33-49 of this

Complaint, U.S. CAPITAL and EGC agreed to, and took action in furtherance of, the creation of an

unlawful enterprise to commit at least 2 predicate acts which form a pattern of racketeering activity to

defraud BROOKLANDS out of monies,, and such agreement served to violate sub-sections (a), (c),

and (d) of 18 U.S.C. §1962.

73. The acts and omissions of U.S. CAPITAL and EGC also have the intended effect of projecting

into the future and threaten repetitious damage to BROOKLANDS, as BROOKLANDS will continue

to experience the slander to its business and lost business opportunities as a direct result of such

acts and omissions, until and unless relief for such is provided by this Court. Moreover,

BROOKLANDS can never recoup the business opportunities already lost as a result of the unlawful

enterprise of U.S. CAPITAL and EGC. Further, the agreements, documentation, and processes

utilized by U.S. CAPITAL in this action are “form’ agreements and standard operating procedures,

obviously prepared and implemented for the purpose of furthering the pattern of racketeering activity

with its assignees as described herein for any and all businesses similarly situated to

BROOKLANDS who present themselves to U.S. CAPITAL in the future.

COUNT I:

CIVIL VIOLATION OF THE RACKETEER

INFLUENCED AND CORRUPT ORGANIZATIONS ACT,

18 U.S.C. §§ 1962(a),

BY JEFFREY SWEENEY

74. The Plaintiff hereby adopts each and every allegation in paragraphs 1 through 73 as if fully re-

alleged herein.

75. It shall be a violation for any person to receive income, directly or indirectly, from a pattern of

racketeering activity. 18 U.S.C. §1962(a).

76. As a direct, consequential and intended result of the pattern of racketeering activity alleged

throughout this Complaint, U.S. CAPITAL took possession of and has retained monies from

BROOKLANDS in the form of a $7,500.00 “Due Diligence Fee” and a $10,000.00 “Break-Up Fee”.

77. The pattern of racketeering activity committed by U.S. CAPITAL as alleged throughout this

Complaint occurred as the result of the planning, direction and control of Defendant SWEENEY.

78. As the Chief Executive Officer and/or Managing Director of U.S. CAPITAL at all times relevant,

Defendant SWEENEY received income directly from U.S. CAPITAL which was derived directly or

indirectly from the pattern of racketeering activity alleged throughout this Complaint.

WHEREFORE, the Plaintiff BROOKLANDS respectfully requests this Court to enter judgment

against Defendant JEFFREY SWEENEY as to this Count I Civil Violation of the Racketeer

Influenced and Corrupt Organizations Act, 18 U.S. Section 1962(a) and award all legal and

equitable relief to BROOKLANDS which it is entitled to as a matter of law and equity, including but

not limited to treble damages.

COUNT II:



18 U.S.C. §§ 1962(c),

BY JEFFREY SWEENEY


alleged herein.

80. It shall be unlawful for any person employed by or associated with any enterprise engaged in, or

the activities of which affect, interstate commerce or foreign commerce, to conduct or participate,

directly or indirectly, in the conduct of such enterprise’s affairs through a pattern of racketeering

activity. 18 U.S.C. §1962( c)

81. At all times relevant, SWEENEY possessed and exercised managerial or operational control

over the enterprise between U.S. CAPITAL and EGC to conduct the acts and omissions described

throughout this Complaint in furtherance of a pattern of racketing activity.

82. SWEENEY employed, or caused others under his direction and control to employ, the internet

and telephone to communicate and transmit documents and information across state lines in

furtherance of the enterprise, and therefore affected interest commerce. Additionally, the

consequential and continuing damage to BROOKLANDS caused directly by the unlawful enterprise

continues to adversely affect interstate commerce in that BROOKLANDS has been denied

opportunities to engage in interstate commerce through the receipt of legitimate funding from

legitimate sources across state lines and foreign countries, and denied the opportunity to sell

additional products across state lines and foreign countries.


against Defendant JEFFREY SWEENEY as to this Count II Civil Violation of the Racketeer

Influenced and Corrupt Organizations Act, 18 U.S. Section 1962(c) and award all legal and



COUNT III:



18 U.S.C. §§ 1962(d),

BY JEFFREY SWEENEY


alleged herein.

84. It shall be unlawful for any person to conspire to violate any provision of subsections (a) or (c) of

42 U.S.C. Section 1962.

85. As alleged throughout this Complaint, SWEENEY entered into an agreement with EGC to

commit at least 2 predicate acts which form a pattern of racketeering activity and an agreement to

engage in the conduct which violates subsections (a) and (c) of 18 U.S. C. Section 1962.


against Defendant JEFFREY SWEENEY as to this Count III Civil Violation of the Racketeer

Influenced and Corrupt Organizations Act, 18 U.S. Section 1962(d) and award all legal and



COUNT IV:

CIVIL VIOLATION OF THE RACKETEER INFLUENCED AND CORRUPT

ORGANIZATIONS ACT, 18 U.S.C. §§ 1962(a),

BY U.S.CAPITAL PARTNERS, LLC


alleged herein.




throughout this Complaint, U.S. CAPITAL took possession of and has retained monies from

BROOKLANDS in the form of a $7,500.00 “Due Diligence Fee” and a $10,000.00 “Break-Up Fee”.

89. The pattern of racketeering activity committed by U.S. CAPITAL as alleged throughout this

Complaint occurred as the result of the planning, direction and control of Defendant SWEENEY, who

at all times relevant was the Chief Executive Officer and/or Managing Director of U.S. CAPITAL.

90. U.S. CAPITAL received income directly or indirectly from the pattern of racketeering activity

alleged throughout this Complaint.


against Defendant U.S. CAPITAL as to this Count IV Civil Violation of the Racketeer Influenced and

Corrupt Organizations Act, 18 U.S. Section 1962(a) and award all legal and equitable relief to

BROOKLANDS which it is entitled to as a matter of law and equity, including but not limited to treble

damages.

COUNT V:


ORGANIZATIONS ACT, 18 U.S.C. §§ 1962(c),

BY U.S. CAPITAL PARTNERS, LLC


alleged herein.

92. It shall be unlawful for any person employed by or associated with any enterprise engaged in, or

the activities of which affect, interstate commerce or foreign commerce, to conduct or participate,

directly or indirectly, in the conduct of such enterprise’s affairs through a pattern of racketeering

activity. 18 U.S.C. §1962 (c).

93. At all times relevant, U.S. CAPITAL possessed and exercised managerial or operational control

over the enterprise between U.S. CAPITAL and EGC to conduct the acts and omissions described

throughout this Complaint in furtherance of a pattern of racketing activity.

94. U.S. CAPITAL employed the internet and telephone to communicate and transmit documents

and information across state lines in furtherance of the unlawful enterprise, and therefore affected

interest commerce. Additionally, the consequential and continuing damage to BROOKLANDS

caused directly by the unlawful enterprise continues to adversely affect interstate commerce in that

BROOKLANDS has been denied opportunities to engage in interstate commerce through the receipt

of legitimate funding from legitimate sources across state lines and foreign countries, and denied the

opportunity to sell additional products across state lines and foreign countries.


against Defendant U.S. CAPITAL as to this Count V Civil Violation of the Racketeer Influenced and

Corrupt Organizations Act, 18 U.S. Section 1962(c) and award all legal and equitable relief to

BROOKLANDS which it is entitled to as a matter of law and equity, including but not limited to treble

damages.

COUNTV VI:


ORGANIZATIONS ACT, 18 U.S.C. §§ 1962(d),

BY U.S. CAPITAL PARTNERS, LLC


alleged herein.

96. It shall be unlawful for any person to conspire to violate any provision of subsections (a) or (c) of

42 U.S.C. Section 1962.

97. As alleged throughout this Complaint, U.S. CAPITAL entered into an agreement with EGC to


engage in the conduct which violates subsections (a) and (c) of 18 U.S.C. Section 1962


against Defendant U.S. CAPITAL PARTNERS, LLC as to this Count VI Civil Violation of the

Racketeer Influenced and Corrupt Organizations Act, 18 U.S. Section 1962(d) and award all legal

and equitable relief to BROOKLANDS which it is entitled to as a matter of law and equity, including

but not limited to treble damages.

COUNT VII:

CIVIL VIOLATION OF THE RACKETEER INFLUENCED AND CORRUPT ORGANIZATIONS ACT, 18 U.S.C. §§ 1962(a),

BY ENTREPRENEUR GROWTH CAPITAL, INC.


alleged herein.




throughout this Complaint, EGC took possession of and has retained monies from BROOKLANDS in

the form of a $7,500.00 “deposit”.

101. The pattern of racketeering activity committed by EGC as alleged throughout this Complaint

occurred as the result of the planning, direction and control of Defendant EGC.

102. EGC received income directly or indirectly from the pattern of racketeering activity alleged

throughout this Complaint.


against Defendant ENTREPRENEUR GROWTH CAPITAL, INC. as to this Count VII Civil Violation

of the Racketeer Influenced and Corrupt Organizations Act, 18 U.S. Section 1962(a) and award all

legal and equitable relief to BROOKLANDS which it is entitled to as a matter of law and equity,

including but not limited to treble damages.

COUNT VIII:


ORGANIZATIONS ACT, 18 U.S.C. §§ 1962(d),

BY ENTREPRENEUR GROWTH CAPITAL, INC.


alleged herein.

104. It shall be unlawful for any person to conspire to violate any provision of subsections (a) or (c)

of 42 U.S.C. Section 1962.

105. As alleged throughout this Complaint, EGC entered into an agreement with U.S. CAPITAL to


engage in conduct which violates subsections (a) and (c) of 18 U.S.C. Section 1962


against Defendant ENTREPRENEUR GROWTH CAPITAL, INC. as to this Count VIII Civil Violation

of the Racketeer Influenced and Corrupt Organizations Act, 18 U.S. Section 1962(d) and award all


including but not limited to treble damages.

COUNT IX:

COMMON LAW FRAUDULENT INDUCEMENT BY JEFFREY SWEENEY

106. The Plaintiff hereby adopts each and every allegation in paragraph 1 through 73 as if fully re-

alleged herein.

107. Limited liability company officers and directors are individually liable for the intentional torts they

conduct, such as fraudulent inducement, even if the acts and omissions which constitute the tort are

committed within the course and scope of their employment.

108. SWEENEY intentionally made, or caused to be made, the material misrepresentations of fact to

BROOKLANDS detailed throughout this Complaint, including but not limited to paragraphs 15, 16,

17, 20, 24 ,28, 35, 36, 38, 40, 44, 46, 51 and 53 of this Complaint knowing they were false.

109. SWEENEY intentionally withheld or caused to be withheld, the material facts, knowledge and

intent of BROOKLANDS as detailed throughout this Complaint, including but not limited to

paragraphs 18, 22, 25, 26, 30, 31, 32, 33, 34, 39, 45, 47, 54, 55, and 57 of this Complaint knowing

those representations, if accurately conveyed to BROOKLANDS were material to BROOKLANDS

decision whether to enter into the following agreements (1) the April 2013 Term Sheet; (2) the May

2, 2013 Fee Agreement, (3) the June 26, 2013 Term Sheet, (4) the June 28, 2013 Commitment, (5)

the June 25, 2013 EGC proposal; and, (5) the October 13, 2013 Full and Release Agreement.

110. SWEENEY made, or caused others to make the material misrepresentations of fact, and

withheld the statements of fact, with the intent and for the purpose of, inducing BROOKLANDS to

rely upon such in considering whether to enter into the following agreements (1) the April 2013

Term Sheet; (2) the May 2, 2013 Fee Agreement, (3) the June 26, 2013 Term Sheet, (4) the June

28, 2013 Commitment, (5) the June 25, 2013 EGC proposal; and, (5) the October 13, 2013 Full and

Release Agreement.

111. BROOKLANDS in fact relied upon the misrepresentations made and facts withheld in deciding

to enter into the agreements described in this Count. BROOKLANDS’ reliance was reasonable. Had

BROOKLANDS been informed of all accurate, material facts and the false representations not been

made by SWEENEY or at SWEENEY’s direction and control, BROOKLANDS would not have

entered into any of the agreements with U.S. CAPITAL or EGC.

112. As a direct and proximate result of BROOKLANDS’ reliance on the misrepresentations made

and facts withheld by SWEENEY, or others at SWEENEY’s direction and control, BROOKLANDS

has been damaged.


against Defendant JEFFREY SWEENEY as to this Count IX for FRADULENT INDUCEMENT and

award all legal and equitable relief to BROOKLANDS which it is entitled to as a matter of law and

equity, including but not limited to rescission of all agreements and restitution.

COUNT X:

COMMON LAW FRAUDULENT INDUCEMENT BY U.S. CAPITAL PARTNERS, LLC

113. The Plaintiff hereby adopts each and every allegation in paragraph 1 through 73 as if full re-

alleged herein.

114. U.S. CAPITAL intentionally made the material misrepresentations of fact to BROOKLANDS

throughout this Complaint, including but not limited to paragraphs 15, 16, 17, 20, 24 ,28, 35, 36, 38,

40, 44, 46, 51 and 53 of this Complaint knowing they were false.

115. U.S. CAPITAL intentionally withheld the material facts from BROOKLANDS detailed throughout

this Complaint, including but not limited to paragraphs 18, 22, 25, 26, 30, 31, 32, 33, 34, 39, 45, 47,

54, 55, and 57 of this Complaint knowing those representations, if accurately conveyed to

BROOKLANDS were important to BROOKLANDS decision whether to enter into the following

agreements (1) the April 2013 Term Sheet; (2) the May 2, 2013 Fee Agreement, (3) the June 26,

2013 Term Sheet, (4) the June 28, 2013 Commitment, (5) the June 25, 2013 EGC proposal; and,

(5) the October 13, 2013 Full and Release Agreement.

116. U.S. CAPITAL made the material misrepresentations of fact and withheld the material facts with

the intent and for the purpose of inducing BROOKLANDS to rely upon such in considering whether

to enter into the following agreements (1) the April 2013 Term Sheet; (2) the May 2, 2013 Fee

Agreement, (3) the June 26, 2013 Term Sheet, (4) the June 28, 2013 Commitment, (5) the June 25,

2013 EGC proposal; and, (5) the October 13, 2013 Full and Release Agreement.

117. BROOKLANDS in fact relied upon the misrepresentations made and facts withheld in deciding

to enter into the agreements described in this Count. BROOKLANDS’ reliance was reasonable. Had

BROOKLANDS been informed of all accurate, material facts and the false representations not been

made by U.S. CAPITAL, BROOKLANDS would not have entered into any of the agreements with

US. CAPITAL or EGC.

118. As a direct and proximate result of BROOKLANDS’ reliance on the representations made and

those withheld by U.S. CAPITAL BROOKLANDS has been damaged.


against Defendant U.S. CAPITAL PARTNERS, LLC as to this Count X for FRADULENT

INDUCEMENT and award all legal and equitable relief to BROOKLANDS which it is entitled to as a

matter of law and equity, including but not limited to rescission of all agreements and restitution.

COUNT XI:

FRAUDULENT UCC FILINGS AGAINST JEFFREY SWEENEY

(COMMON LAW SLANDER/LIBEL)


alleged herein.

120. Limited liability company officers and directors are individually liable for the intentional torts they

commit, even if the acts and omissions which constitute the tort are committed within the course and

scope of their employment.

121. SWEENEY filed, or caused to be filed, on behalf of U.S. CAPITAL a UCC Lien on November

22, 2013 against the assets of BROOKLANDS.

122. SWEENEY knew at the time the UCC Lien was filed that the representation inherent therein

that U.S.CAPITAL possessed a legitimate interest to lien any asset of BROOKLANDS was materially

false and/or fraudulent. SWEENEY also knew at the time the UCC Lien was filed that U.S. CAPITAL

had no right or legitimate interest to do so and hinder the assets of BROOKLANDS. SWEENEY filed

the Lien for the express purpose of slandering the business of BROOKLANDS and causing

BROOKLANDS damage.

123. Specifically, SWEENEY previously represented and agreed within the Release that upon the

receipt of $10,000 from BROOKLANDS, “all security interests” which U.S. CAPITAL “may then or

thereafter have in any assets” of BROOKLANDS shall without further action be terminated.

SWEENEY also represented and agreed that the Release was intended to finally resolve any and all

past, present or future claims, and liability of whatever kind “among the parties”.

124. At the time SWEENEY executed the Release he knew that U.S. CAPITAL would not comply

with the terms therein; that the terms were made by U.S. CAPITAL to induce BROOKLANDS to

execute the Release; and, BROOKLANDS in fact relied on such terms in executing the Release.

125. The U.S. CAPITAL UCC Lien filed on November 22, 2013 is inherently slanderous to

BROOKLANDS and has in fact damaged BROOKLANDS. Further U.S. CAPITAL has not delivered

to BROOKLANDS a UCC-3 Termination Statement as required by the Release to evidence the

termination of U.S. CAPITAL’s original UCC lien filed on May 2, 2013.

WHEREFORE. BROOKLANDS respectfully requests this Court to enter judgment on behalf of

BROOKLANDS against JEFFREY SWEENEY as to this Count XI for Fraudulent UCC Filing and


equity.

COUNT XII:

FRAUDULENT UCC FILINGS AGAINST U.S. CAPITAL PARTNERS LLC



alleged herein.

127. U.S.CAPITAL filed a UCC Lien on November 22, 2013 against the assets of BROOKLANDS.

128. U.S.CAPITAL knew at the time the UCC Lien was filed that the representation inherent therein

that U.S.CAPITAL possessed a legitimate interest to lien any asset of BROOKLANDS was materially

false and/or fraudulent. U.S.CAPITAL also knew at the time the UCC Lien was filed that it had no

right or legitimate interest to do so, and hinder the assets of BROOKLANDS. U.S.CAPITAL filed the

Lien for the express purpose of slandering the business of BROOKLANDS and causing

BROOKLANDS damage.

129. Specifically, U.S. CAPITAL previously represented and agreed within the Release that upon the

receipt of $10,000 from BROOKLANDS, “all security interests” which U.S. CAPITAL “may then or

thereafter have in any assets” of BROOKLANDS shall without further action be terminated. U.S.

CAPITAL also represented and agreed that the Release was intended to finally resolve any and all

past, present or future claims, and liability of whatever kind “among the parties”.

130. At the time U.S. CAPITAL executed the Release it knew that U.S. CAPITAL would not comply

with the terms therein; that the terms were made by its C.E.O. to induce BROOKLANDS to execute

the Release; and, BROOKLANDS in fact relied on such terms in executing the Release.

131. The U.S. CAPITAL UCC Lien filed on November 22, 2013 is inherently slanderous to

BROOKLANDS and has in fact damaged BROOKLANDS. Further U.S. CAPITAL has not delivered

to BROOKLANDS a UCC-3 Termination Statement as required by the Release to evidence the

termination of U.S. CAPITAL’s original UCC lien filed on May 2, 2013.


BROOKLANDS against U.S. CAPITAL PARTNERS, LLC as to this Count XII for Fraudulent UCC

Filing and award all legal and equitable relief to BROOKLANDS which it is entitled to as a matter of

law and equity.

COUNT XIII:

FRAUDULENT UCC FILING AGAINST ENTREPRENEUR GROWTH CAPITAL, INC.



alleged herein.

133. On October 21, 2013, EGC filed a UCC Lien against the assets of BROOKLANDS without any

notice to BROOKLANDS.

134. EGC knew at the time the UCC Lien was filed that the representation inherent therein that EGC

possessed a legitimate interest to lien any asset of BROOKLANDS was materially false and/or

fraudulent. EGC also knew at the time the UCC Lien was filed that the purported basis for doing so

was false, as the basis upon which EGC relied in filing the Lien stems from the scheme and

enterprise to defraud BROOKLANDS engaged in by EGC and U.S. CAPITAL as detailed throughout

this Complaint.

135. Additionally, U.S CAPITAL settled and resolved all disputes and claims between

BROOKLANDS and EGC, the express Assignee of U.S. CAPITAL, pursuant to a Release dated

October 14, 2013. The terms of the Release expressly resolve all claims between the parties,

including EGC as U.S. CAPITAL’s assign.

136. Therefore, EGC has no right or legitimate interest to file the UCC Lien, and knew such as of the

date it did so. ECG filed the Lien for the express purpose of slandering the business of

BROOKLANDS and causing BROOKLANDS damage.

137. BROOKLANDS has been slandered and otherwise damaged as a direct and proximate result of

the fraudulent filing by EGC of the October 14, 2013, UCC Lien


BROOKLANDS against ENTREPRENEUR GROWTH CAPITAL, INC. as to this Count XIII for

Fraudulent UCC Filing and award all legal and equitable relief to BROOKLANDS which it is entitled

to as a matter of law and equity.

COUNT XIV:

FRAUDULENT UCC FILING AGAINST JEFFREY SWEENEY

(VIOLATION OF SECTION 817.535(8)(a), Fla. Stat.)


alleged herein.

139. The Plaintiff hereby adopts each and every allegation in paragraphs 120-125 as if fully re-

alleged herein.


BROOKLANDS against JEFFREY SWEENEY as to this Count XIV for Fraudulent UCC Filing in

violation of Section 817.535(8), Florida Statutes, and award all legal and equitable relief to

BROOKLANDS which it is entitled to as a matter of law and equity, including attorney’s fees.

COUNT XV:

FRAUDULENT UCC FILINGS AGAINST U.S. CAPITAL PARTNERS LLC



alleged herein.


alleged herein.


BROOKLANDS against U.S. CAPITAL PARTNERS, LLC as to this as to this Count XV for

Fraudulent UCC Filing in violation of Section 817.535(8), Florida Statutes and award all legal and

equitable relief to BROOKLANDS which it is entitled to as a matter of law and equity, including

attorney’s fees.

COUNT XVI:

FRAUDULENT UCC FILING AGAINST ENTREPRENEUR GROWTH CAPITAL, INC.



alleged herein.


alleged herein.


BROOKLANDS against ENTREPRENEUR GROWTH CAPITAL, INC. as to this Count XVI for

Fraudulent UCC Filing in violation of Section 817.535(8), Florida Statutes and award all legal and

equitable relief to BROOKLANDS which it is entitled to as a matter of law and equity, including

attorney’s fees..

COUNT XVII:

BREACH OF CONTRACT AGAINST U.S CAPITAL PARTNERS, LLC

(FILING UCC LIEN)


alleged herein.

145. On October 14, 2013, BROOKLANDS and U.S. CAPITAL entered into the Release. See Exhibit

J.

146. Specifically, U.S. CAPITAL represented and agreed within the Release that upon the receipt of

$10,000 from BROOKLANDS, “all security interests” which it “may then or thereafter have in any

assets” of BROOKLANDS shall without further action be terminated. U.S. CAPITAL also represented

and agreed that the Release was intended to finally resolve all of the claims and issues related to

the relationship, as well as any and all past, present or future claims and liability of whatever kind

“among the parties”. U.S. CAPITAL also agreed to terminate all UCC Liens previously filed against

BROOKLANDS and deliver to BROOKLANDS the UCC-3 Termination Statements.

147. BROOKLANDS fully complied with its obligations pursuant to the Release. U.S. CAPITAL,

however, filed a separate UCC Lien against the assets of BROOKLANDS on November 22, 2013

with no justification for doing so and has failed to deliver to BROOKLANDS any UCC-3 Termination

Statement evidencing the termination of the UCC Lien previously filed on May 2, 2013.

148. The breaches of the Release Agreement by U.S. CAPITAL are material and have directly and

consequentially caused damage and harm to BROOKLANDS.

149. The Release provides that the prevailing party in any legal action to enforce the Release is

entitled to payment of its attorney’s fees by the breaching party.


BROOKLANDS against U.S. CAPITAL PARTNERS, LLC as to this Count XVII for Breach of

Contract (Failure to Terminate UCC-Liens), and award all legal and equitable relief to

BROOKLANDS which it is entitled to as a matter of law and equity, including but not limited to

attorney’s fees.

COUNT XVIII:

BREACH OF CONTRACT AGAINST U.S CAPITAL PARTNERS, LLC

(FAILURE TO PERFORM CONTRACT IN GOOD FAITH )


alleged herein.

151. Every contract contains an inherent obligation of each party to make a good faith effort to

comply with the terms of such and not hinder the other party from performing tis obligations. On

October 13, 2013, BROOKLANDS and US CAPITAL entered into the Release. See Exhibit J.

152. Therein, U.S. CAPITAL represented and agreed that the term “parties” included U.S.

CAPITAL’s assigns. EGC is U.S. CAPITAL’s assign with respect to all interests having to do with

BROOKLANDS. Therefore the terms of the Release apply to EGC.

153. The Release is specifically intended to finally resolve any and all past, present or future claims

and liability of whatever kind “among the parties”. Therefore, the Release finally resolved all of the

claims, issues and liabilities between BROOKLANDS and EGC, the assign of U.S. CAPITAL.

154. BROOKLANDS complied with its obligations under the Release. U.S. CAPITAL, however, failed

to inform EGC of the Release and the fact that the Release resolved any and all claims which EGC

may possess against BROOKLANDS. U.S. CAPITAL had a good faith obligation to ensure that its

assigns, specifically EGC, were aware of and complied with the terms of the Release.

155. As result of U.S. CAPITAL’s failure to notify its assign EGC of the Release Agreement, on

October 21, 2013 EGC filed a UCC Lien against the assets of BROOKLANDS which has not been

terminated, and EGC continues to seek to recover and threatens litigation if not paid the additional

amount of $16,369.06 for alleged third party expenses incurred by EGC which predated the Release

Agreement

156. The failure of U.S CAPITAL to perform its obligations under the Release Agreement is a

material breach and has directly and consequentially caused damage and harm to BROOKLANDS.

157. The Release provides that in any legal action to enforce the Release, the prevailing party is

entitled to payment of its attorney’s fees by the breaching party.

WHEREFORE. BROOKLANDS respectfully requests this Court to enter judgment on its behalf

against U.S. CAPITAL PARTNERS, LLC, as to this Count XVIII for Breach of Contract (Failure to

Perform Contract in Good Faith), and award all legal and equitable relief to BROOKLANDS which it

is entitled to as a matter of law and equity, including but not limited to attorney’s fees.

COUNT IXX:

UNJUST ENRICHMENT AGAINST U.S. CAPITAL PARTNERS, LLC


alleged herein.

159. BROOKLANDS provided U.S CAPITAL with a Due Diligence Fee of $7,500.00 and a Break-

Up Fee of $10,000.00 expecting consideration in return for each. 160. U.S. CAPITAL acknowledged,

accepted and benefitted from each of the fee payments by BROOKLANDS.

161. Under the circumstances alleged throughout this Complaint, it would be in inequitable and

unconscionable to allow U.S. CAPITAL to retain the benefit of the fee payments by BROOKLANDS,

and thereby unjustly enrich itself.

WHEREFORE BROOKLANDS respectfully requests this Court to enter judgment on its behalf

against U.S. CAPITAL PARTNERS, LLC as to this Count IXX for UNJUST ENRICHMENT, and


equity.

COUNT XX:

UNJUST ENRICHMENT AGAINST ENTREPRENEUR

GROWTH CAPITAL, INC.


alleged herein.

163. BROOKLANDS provided EGC with a deposit of $7,500.00

164. ECG acknowledged, accepted and benefitted from the deposit payment by BROOKLANDS.

165. Under the circumstances alleged throughout this Complaint, it would be in inequitable and

unconscionable to allow EGC to retain the benefit of the deposit payment by BROOKLANDS, and

thereby unjustly enrich itself.


against ENTRENURIAL GROWTH CAPITAL, INC. as to this Count XX for UNJUST ENRICHMENT,

and award all legal and equitable relief to BROOKLANDS which it is entitled to as a matter of law

and equity.

COUNT XXI:

FRAUDULENT INDUCEMENT AGAINST ENTREPRENEUR GROWTH CAPITAL,

INC.


alleged herein.

167. On or before June 25, 2013, U.S. CAPITAL assigned to EGC the interests which U.S. CAPITAL

possessed in the loan facility proposed to BROOKLANDS.

168. The assigned interest included the results of the due diligence investigation of BROOKLANDS

which U.S. CAPITAL purportedly conducted and for which BROOKLANDS previously paid U.S.

CAPITAL a $15,000 “Due Diligence Fee”.

169. On June 28, 2014 U.S. CAPITAL informed BROOKLANDS that it “completed its due diligence

and underwriting” of BROOKLANDS, and informed BROOKLANDS of its prior assignment to EGC.

U.S. CAPITAL completed its due diligence investigation before its assignment to EGC. In fact, U.S.

CAPITAL previously represented to BROOKLANDS that June 11, 2013, was the estimated date of

completion.

170. Thereafter, BROOKLANDS executed a loan proposal with EGC and pursuant to such paid EGC

a refundable “deposit” $7,500 for purported potential EGC expenses “for establishing a

lender/borrower arrangement”. Subsequently, EGC charged to BROOKLANDS the total of

$18,750.00 for purported legal fees, $4,363.63 for a purported “field examination”, which is based

upon the time allegedly spent by an individual whose regular full-time job is as a maintenance

supervisor at a Florida hotel, and $755.43 to conduct UCC searches. EGC incurred all such

expenses, if at all, without approval by BROOKLANDS.

171. No loan agreement was executed between BROOKLANDS and EGC, as EGC knew prior to

any introduction to BROOKLANDS and the assignment by U.S. CAPITAL that BROOKLANDS would

not accept any loan under the terms which EGC would require.

172. EGC was aware at the time that it induced BROOKLANDS to pay, and EGC received, the

$7,500 “deposit”, that it possessed an assigned interest in the due diligence investigation previously

completed by U.S. CAPITAL. EGC was aware at the time that no further third party expenses could

be incurred in any good faith effort to establish a lender/borrower arrangement with BROOKLANDS

because it knew BROOKLANDS would not accept a loan pursuant to the terms EGC would

ultimately offer BROOKLANDS and it already possessed the results of U.S. CAPITAL’s completed

due diligence and underwriting investigation.

173. In fact, the $18,750.00 of purported expenses intentionally were not incurred by EGC in good

faith, as the information necessary to establish a lender/borrower arrangement was already assigned

to EGC by U.S. CAPITAL. Further, the expenses are grossly inflated and not reasonably related to

the value of services actually performed, or any legitimate act or omission which EGC would have

undertaken had it performed a good faith effort to establish a lender/borrower arrangement with

BROOKLANDS.

174. BROOKLANDS reasonably relied upon the fact of the assignment from U.S. CAPITAL to EGC

and U.S. CAPITAL’s notification that the due diligence and underwriting had been completed, when

it agreed to pay EGC the refundable $7,500 deposit to EGC. Pursuant to this reliance,

BROOKLANDS had no knowledge or reason to suspect that anything other than nominal costs, if

any, would be additionally incurred by EGC in good faith. In fact, BROOKLANDS reasonably

expected a complete or substantial refund of the deposit amount.

175. But for BROOKLANDS reliance on the assignment of the purported completion of the due

diligence and underwriting investigation by U.S. CAPITAL to EGC, and that any additional costs

incurred by EGC in establishing a lender/borrower arrangement would be incurred in good faith,

BROOKLANDS would not have executed the EGC loan proposal or paid the $7,500 deposit to EGC.

176. EGC has retained the entire $7,500 deposit amount and continues to demand from

BROOKLANDS the remaining $16,369.06 in alleged expenses. On October 21, 2013 EGC filed a

UCC Lien against BROOKLANDS’ assets to secure the payment of the fraudulent expenses

demanded by EGC.

177. As a direct and proximate result of the reliance by BROOKLANDS on the assignment and

EGC’s requirement to incur any additional expenses “for establishing a lender/borrower

arrangement” in good faith, BROOKLANDS has been damaged.

WHEREFORE, BROOKLANDS requests this Court to enter judgment against ENTREPRENEUR

GROWTH CAPITAL, INC., as to this Count XXI of the Complaint for Fraudulent Inducement, and


equity.

COUNT XXII:

BREACH OF CONTRACT AGAINST ENTREPENEUR GROWTH CAPITAL, INC.


alleged herein.


alleged herein.

180. Every contract contains an inherent obligation of each party to make a good faith effort to

comply with the terms of such, and not hinder the other party from performing tis obligations. On

October 13, 2013, BROOKLANDS and EGC executed and entered into the loan proposal. See

Exhibit H.

181. EGC failed to perform any act or omission related to any due diligence investigation or any

effort to establish a lender/borrower relationship in good faith.

182. As a result EGC materially breached the loan proposal.

183. As a direct and proximate result of the breach by EGC, BROOKLANDS has been damaged.

WHEREFORE, BROOKLANDS requests this Court to enter judgment against ENTREPRENEUR

GROWTH CAPITAL, INC., as to this Count XXII of the Complaint Breach of Contract, and award all


including attorney’s fees as provided for in the loan proposal.

COUNT XXIII:

INTENTIONAL INTEREFERENCE WITH BUSINESS RELATIONSHIP AGAINST US

CAPITAL PARTNERS, LLC


alleged herein.

185. A business relationship existed between BROOKLANDS and TFP which afforded

BROOKLANDS existing or prospective legal rights.

186. US CAPITAL was aware of the business relationship between BROOKLANDS and TFP.

187. US CAPITAL intentionally and unjustifiably interfered with the relationship between

BROOKLANDS and TFP.

188. US CAPITAL also intentionally caused the unjustifiable interference with the relationship

between BROOKLANDS and TFP by refusing to communicate to EGC the existence of the Full and

Final Release Agreement and ensuring EGC terminate EGC’s Lien that it filed against

BROOKLANDS’ assets.

189. The intentional and unjustified interference by US CAPITAL damaged BROOKLANDS.


against U.S. CAPITAL PARTNERS, LLC as to this Count XXIII for INTENTIONAL

INTEREFERENCE WITH BUSINESS RELATIONSHIP, and award all legal and equitable relief to

BROOKLANDS which it is entitled to as a matter of law and equity.

COUNT XXIV:

INTENTIONAL INTERFERENCE WITH BUSINESS RELATIONSHIP AGAINST

JEFFREY SWEENEY


alleged herein.

191. A business relationship existed between BROOKLANDS and TFP which afforded

BROOKLANDS existing or prospective legal rights.

192. SWEENEY was aware of the business relationship between BROOKLANDS and TFP.

193. SWEENEY intentionally caused the unjustifiable interference with the relationship between

BROOKLANDS and TFP, by causing and/or condoning US CAPITAL’s refusal to terminate the UCC

Lien it filed against BROOKLANDS’ assets subsequent to the execution of the parties’ Full and Final

Release Agreement.

194. SWEENEY also intentionally caused the unjustifiable interference with the relationship between

BROOKLANDS and TFP, by causing and/or condoning US CAPITAL’s refusal to communicate to

EGC the existence of the Full and Final Release Agreement and ensuring EGC terminate EGC’s

Lien that it filed against BROOKLANDS’ assets.

195. The intentional and unjustified interference by SWEENEY damaged BROOKLANDS.


against SWEENEY as to this Count XXIV for INTENTIONAL INTERFERENCE WITH BUSINESS

RELATIONSHIP, and award all legal and equitable relief to BROOKLANDS which it is entitled to as

a matter of law and equity.

Respectfully submitted,

MURRAY HUDSON

MURRAY HUDSON, ESQ. FLORIDA BAR NO. 788503

E-MAIL: [email protected]

MURRAY HUDSON, LLC

4250 WOODS END ROAD

BOCA RATON, FL 33487

P: (561) 350-0482 (561) 350-0482

F: (561) 634-2182

ATTORNEY FOR THE PLAINTIFF

BROOKLANDS, INC.

CERTIFICATE OF SERVICE

I hereby certify that a true and correct copy of the foregoing was served by transmission of Notices

of Electronic Filing generated by the CM/ECF filing system utilized by this Court in accordance with

CM/ECF Administrative Rule 3K, on February 2, 2015, upon all counsel and pro se parties on the

attached Service List, or in another authorized manner for those counsel and parties who are not

registered to receive such electronic notification.

Murray Hudson

Murray Hudson, Esq.

MurrayHudson, LLC

Florida Bar No: 788503

The Amtrust Building

5500 Glades Rd. #500

Boca Raton, Florida 33431

T: (561) 549-9109 (561) 549-9109

F: (561) 634-2182

E: [email protected]

SERVICE LIST

Gary Shendell, Esquire

Florida Bar No.: 964440

Shendell & Pollock

2700 N. Military Trail

Suite 150

Boca Raton, FL 33431

(T): 561-241-2323 561-241-2323

e-mail: [email protected]

Attorney for the Defendants, U.S. Capital, LLC and Jeffrey Sweeney

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