BROAD and CASSEL One Financial Plaza, Suite 2700, Fort Lauderdale, FL 33394
Telephone: 954-764-7060 Facsimile: 954-761-8135
IN THE CIRCUIT COURT OF THE 17TH
JUDICIAL CIRCUIT, IN AND FOR
BROWARD COUNTY, FLORIDA
STEVEN POULOS,
CASE NO. CACE 11-23833 (14)
Plaintiff,
vs.
ALLSTATE INSURANCE COMPANY,
RMK INSURANCE GROUP, INC. n/k/a
RMK CONSULTING GROUP and JOSE
KUDJA, individually, and, REBECCA
KUDJA, individually,
Defendants.
____________________________________/
THIRD AMENDED COMPLAINT
The Plaintiff, STEVEN POULOS, sues the Defendants, ALLSTATE INSURANCE
COMPANY, RMK INSURANCE GROUP, INC., JOSE KUDJA, and REBECCA KUDJA,
individually, and states:
1. This is an action for damages which exceeds the jurisdictional limits of this Court.
2. Plaintiff, STEVEN POULOS ("Poulos"), is a resident of Broward County,
Florida.
3. Defendant, ALLSTATE INSURANCE COMPANY ("Allstate"), is an Illinois
corporation and is an insurance company authorized to conduct business in Florida. Allstate is a
citizen and resident of the State of Florida, as Allstate maintains a principal place of business in
St. Petersburg, Florida.
4. Defendant, RMK INSURANCE GROUP, INC. n/k/a RMK CONSULTING
GROUP ("RMK"), is a Florida corporation which maintains its principal place of business in
Broward County, Florida.
Filing # 20080057 Electronically Filed 10/31/2014 03:22:23 PM
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BROAD and CASSEL One Financial Plaza, Suite 2700, Fort Lauderdale, FL 33394
Telephone: 954-764-7060 Facsimile: 954-761-8135
5. Defendant, JOSE KUDJA, is a resident of Broward County, Florida, and is
otherwise sui juris.
6. Defendant, REBECCA KUDJA, is a resident of Broward County, Florida, and is
otherwise sui juris.
7. Defendants, JOSE KUDJA and REBECCA KUDJA, sometimes collectively
referred to as "Kudja" or "Kudjas", were the owners of RMK.
8. Venue is proper in this Court pursuant to 47.051, Florida Statutes.
GENERAL ALLEGATIONS
9. Allstate is an insurance company that issues policies of insurance with coverage
for homeowners, automobiles and other casualties.
10. Allstate provides insurance benefits all over the United States and generally
divides the country into sales territories and employs territorial sales leaders, field sales
leaders, and other employees within these areas.
11. Allstate has designated the State of Florida as a territory/region.
12. In Florida, Allstate markets and sells insurance policies through Allstate
Exclusive Agents (and directly through its call centers).
13. Allstates exclusive agents are local agents who interact with prospective and
actual Allstate policy holders.
14. The Kudjas were Allstate Exclusive Agents operating under RMK from 2005
through 2010.
15. The activities of Kudja/RMK were subject to written guidelines and policies as
promulgated by Allstate and were otherwise subject to examination, investigation, and review by
Allstates management.
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BROAD and CASSEL One Financial Plaza, Suite 2700, Fort Lauderdale, FL 33394
Telephone: 954-764-7060 Facsimile: 954-761-8135
16. In particular, Allstates management, (i.e. territorial sales leader(s) and Human
Resource Personnel) oversee other management within the territory, identified as field sales
leaders, and staff that are responsible for the administration of the territory.
17. During times material to this action, Allstate had a Territory Sales Leader
(TSL) to oversee the territory of Florida and the field sales leaders and additional Allstate
employees/agents. The individuals in these roles comprise some of the management for Florida.
18. Here, the TSL was directly involved with both the termination of RMK/Kudjas
and the subsequent sale of TMK/Kudjas book of business ("BOB").
19. There were a myriad of management that were involved, directly or indirectly, in
the investigation and subsequent approval of the sale of the BOB to the plaintiff, Poulos.
20. Some of the management involved in the termination and sale of the BOB
included, but are not limited to, Richard Cairns, Mariano Reis, Bill Ayo, Mike Sheely, and Olga
Otero.
ALLSTATE INVESTIGATION INTO RMK/KUDJAS ACTIVITIES PRE-SALE OF THE BOB
21. On or about the Fall of 2008, Allstate's Point of Sale Information System
("POSIS") identified the RMK agency in the top 1% of all agencies in the territory/region for
certain documentary anomalies.
22. In particular, Allstate recognized documentary anomalies concerning RMKs
manipulation of credit checks by omitting certain information or inputting wrong information so
Allstate systems would return a more favorable credit score for a potential insured. This is
referred to as a "hit/no-hit" scheme and was done to obtain lower rates/premiums for potential
insureds.
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BROAD and CASSEL One Financial Plaza, Suite 2700, Fort Lauderdale, FL 33394
Telephone: 954-764-7060 Facsimile: 954-761-8135
23. Based upon the results of the POSIS report, Allstates internal analyst began
conducting an audit of RMK/Kudjas activities covering a 3 month period from September 2008
through November 2008.
24. Specifically, on January 9, 2009, Allstates analyst recommended that
RMK/Kudja be referred to Allstate's Corporate Security department for immediate investigation
because the analyst discovered approximately twelve (12) insurance policies within a three
month period that were issued after a "hit/no-hit" anomaly.
25. Based upon the Allstate analysts findings, he was worried about the potential
impact the "hit/no-hit" scheme could have on Allstate's brand and image.
26. According to Allstate's own records, the matter was referred to Corporate Security
and was supposed to be given "priority."
27. Notwithstanding the severity of the mounting evidence of documentary
falsification by RMK/Kudja, the investigation was not completed by Corporate Security for more
than one (1) year after the referral.
28. During the more than 1-year long investigation, Allstates analyst continued to
review the RMK agency for falsification of company documentation.
29. In fact, from September 2008 through June 2009 and, beginning again, from
January 2010 through March 2010, Allstates analyst discovered more than 100 insurance
policies issued by RMK by virtue of falsification of documentation.
30. Based upon the findings of its internal analyst, Allstate knew or should have
known that more than 100 insurance policies within the BOB were obtained through
fraudulent/improper means/methods.
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BROAD and CASSEL One Financial Plaza, Suite 2700, Fort Lauderdale, FL 33394
Telephone: 954-764-7060 Facsimile: 954-761-8135
31. Due to the fact the BOB contained insurance policies that were procured through
fraudulent conduct, some of the insurance policies were subject to cancelation and/or would
result in a higher premium for the insured.
32. Notably, the Allstate analyst solely reviewed newly obtained insurance policies
issued by the RMK agency on or after September 2008 through June 2009 and January 2010
through March 2010 (13-month period). At no time did Allstate examine insurance policies in
the BOB that predate September 2008 for any type of documentary anomaly.
33. In addition to the hit/no hit scheme, Allstates analyst also identified significant
changes in the bodily injury limits of insurance policies and RMK/Kudjas misappropriation of
other insured's personal identifiable information (i.e., property address, social security number,
last name). This misuse of personal information was done by RMK/Kudja to obtain lower
premiums for potential insureds.
34. While Allstates analyst was examining the activities of RMK/Kudja, Allstate
management was being continuously notified of RMK/Kudjas improprieties. In fact, the
falsification of documentation was so severe that it needed the immediate and urgent attention
of Allstate management including, but not limited to, the attention of Olga Otera, Bill Ayo, and
Mike Sheely.
35. Notwithstanding the severity of the fraudulent activities identified very early in
the investigative process, it took Allstate more than 18 months to make a final determination to
involuntarily terminate RMK/Kudja.
36. On August 4, 2010, Allstate management personally delivered a notice of
involuntary termination to RMK/Kudjas.
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BROAD and CASSEL One Financial Plaza, Suite 2700, Fort Lauderdale, FL 33394
Telephone: 954-764-7060 Facsimile: 954-761-8135
37. At all times material hereto, Allstates management, including, but not limited to,
Olga Otera, Bill Ayo, Mike Sheely, Richard Cairns, and Mariono Reis, were aware of the
involuntary termination of RMK/Kudjas.
AFTER FALSIFICATION OF DOCUMENTS DISCOVERED AND ALLSTATES PRE-CLOSING CONDUCT
38. Despite the findings of Allstates internal analyst and the investigation by
Corporate Security confirming the RMK/Kudjas falsification of documents, Allstate advised
RMK/Kudja that it could sell its BOB or elect to receive a termination payment (buy-out from
Allstate) ("TPP").
39. To effectuate and facilitate the sale of a book of business, Allstate
employees/management personnel recruit candidates to consider acquisition of a book of
business. The Allstate employees/management include the territorial sales leaders, field sales
leaders, and other Allstate employees/agents.
40. In the event of a sale of a book of business, Allstate employees/management are
eligible to receive increased compensation (bonus, override payments or other designation) for
reaching certain sales goals, marketing goals, and placement of new agencies within their sales
territory.
41. One of the goals for Allstate employees in Florida in 2010 was to appoint a
certain amount of agencies from scratch (brand new agents and books of business) or from
outside purchasers.
42. Therefore, the Allstate employees involved with involuntary termination of
RMK/Kudja had a pecuniary interest in the sale of the BOB to an outside purchaser so that the
Allstate management could meet their goals.
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BROAD and CASSEL One Financial Plaza, Suite 2700, Fort Lauderdale, FL 33394
Telephone: 954-764-7060 Facsimile: 954-761-8135
43. During Allstates investigation of RMK/Kudja and before its involuntary
termination, on or about June 9, 2010, Poulos was contacted by an Allstate corporate recruiter
about the possibility of becoming an Exclusive Agent for Allstate. At that time, Poulos was
living in Orlando, Florida with his wife; who were both employed in Central Florida.
44. On or about June 18, 2010, Poulos was introduced to a local field sales leader for
the Orlando area.
45. After several discussions with the Allstate employees (territorial sales leaders,
field sales leaders or others that are directly employed by Allstate and are paid a salary), Poulos
advised a field sales leader that he was interested the acquisition of an existing book of business.
46. Poulos decision to acquire an existing book of business (as versus start a new
agency) was based upon representations of a field sales leader and other Allstate employees.
47. In August 2010, Poulos was introduced to and met with Southeast Floridas field
sales leader, Laura Kaplan, whom provided Poulos a list identifying four (4) existing agencies
for sale including, RMK.
48. In or about August 2010, the RMK/Kudja BOB was available because Allstate
had just involuntarily terminated RMK/Kudja.
49. At the time Poulos was considering the purchase of the BOB:
A. Allstate knew that paying TPP to Kudja would mean that it would be acquiring insurance policies that were procured by the
falsification of documentation;
B. It would be less costly for Allstate if the BOB were acquired by Poulos or another outside purchaser because it would not have to
pay TPP; and,
C. Allstate management would benefit from the sale of the BOB to an outside purchaser because it would help them achieve sales goals.
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BROAD and CASSEL One Financial Plaza, Suite 2700, Fort Lauderdale, FL 33394
Telephone: 954-764-7060 Facsimile: 954-761-8135
50. Despite its knowledge about the falsification of documents by RMK/Kudja,
Allstate advised Poulos that RMK was for sale and recommended that he purchase the BOB.
51. In fact, Allstate advised Poulos the BOB fit the parameters of what Poulos was
looking for.
52. At all times material hereto, Allstate was required to provide complete, truthful,
and honest responses to all questions concerning the quality and viability of the BOB.
53. Notwithstanding its duties, when Poulos was considering the purchase of the
BOB, Allstate never advised Poulos of the following information:
A. That RMK/Kudja was the subject of an audit by Allstates internal analyst;
B. The findings of Allstates internal analyst concerning the BOB;
C. The existence of a Corporate Security investigation of RMK/Kujda;
D. The findings of the Corporate Security investigation of RMK/Kudja;
E. The BOB had more than 100 insurance policies that were procured through falsification of company [Allstate] documentation to procure lower premiums;
F. That if Allstate paid TPP to RMK/Kudja, Allstate would have to cancel and/or recalculate the premiums for many of the policies
within the BOB;
G. That Allstate management had an incentive to sell the BOB because their personal compensation was at least, partially,
dependent upon meeting sales/marketing goals;
H. At the time that the BOB was being offered to Poulos, there was other Allstate agents helping service the BOB and were
poaching policies from the BOB that was to be sold;
I. That financial information provided to Poulos to induce him to purchase the BOB misstated the real revenue, income, profits, as
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BROAD and CASSEL One Financial Plaza, Suite 2700, Fort Lauderdale, FL 33394
Telephone: 954-764-7060 Facsimile: 954-761-8135
well as the quality of the BOB because of the falsification of data
on insurance applications and that the policies written were high
risk for cancellation and/or re-rating to a higher premium thereby
resulting in non-renewal by the insured;
J. That Allstate failed to notify the State of Florida, Department of Insurance (or Federal government), regarding RMK/Kudjas falsification of data on the insurance applications, including, but
not limited to, false mailing addresses and garaging addresses, the
improper use of social security numbers belonging to other
individuals than the applicant and other insurance violations.
54. Allstate's employees, including management, deliberately, and with reckless
disregard, withheld material information from Poulos concerning RMK/Kudja while he was
considering acquisition of the BOB.
55. The failure and/or intentional refusal to disclose materially adverse information
concerning the BOB was with the intent to further induced Poulos to rely upon incomplete and
inaccurate information.
56. In fact, as part of his due diligence, Poulos requested from Allstate employees,
including its management, information concerning:
A. The rationale for closure of RMK;
B. The income of RMK;
C. The number of insurance policies that had been cancelled between the date of contract and projected date of closing on the transaction
to acquire the BOB;
D. The percentage of high/low bodily injury amounts, evidencing the risk associated with the BOB;
E. The poaching of policies by other Allstate agents while the contract for acquisition of the BOB was executory; and
F. Whether there was internally known information associated with the BOB that would preclude/interfere with financing of Poulos acquisition of the BOB.
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BROAD and CASSEL One Financial Plaza, Suite 2700, Fort Lauderdale, FL 33394
Telephone: 954-764-7060 Facsimile: 954-761-8135
57. In response, Allstate failed to disclose complete and truthful information in
response to Poulos inquiry and, in fact, misrepresented to BB&T (the bank financing the
transaction for acquisition of the BOB) that Allstate had postponed termination of RMK/Kudja;
yet, Allstate had involuntarily terminated RMK/Kudja months before any representation to
BB&T.
58. In addition, Poulos contacted the principals of RMK regarding the status of the
BOB and the Kudjas similarly, intentionally and deliberately, withheld or misrepresented the
following:
A. The rationale for closing RMK;
B. The termination of RMK/Kudja;
C. RMK and Kudja intentionally misrepresented the status of the agency to Poulos.
D. The true volume of business done by RMK;
E. That the revenue of RMK/Kudja was inflated by virtue of falsification of Allstate documentation to procure insurance
policies for insureds;
59. The actions of the Defendants (Allstate, Kudja, and RMK) to deliberately
withhold information about the BOB while it was subject to sale to Poulos (wherein they all
knew that false information was used to procure the insurance) was fraudulent and/or grossly
negligent. Additionally, the actions were motivated solely by unreasonable financial gain and/or
were done with the specific intent to harm Poulos.
60. In the months leading up to the closing, Laura Kaplan and other field sales leaders
provided internal financial information regarding the BOB for purposes of financing.
Notwithstanding the fact that Kudja had authorized the release of information regarding RMK,
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BROAD and CASSEL One Financial Plaza, Suite 2700, Fort Lauderdale, FL 33394
Telephone: 954-764-7060 Facsimile: 954-761-8135
information requested by Poulos was deliberately and intentionally withheld by Allstate
employees to avoid the disclosure of otherwise materially adverse information. Poulos, on a
number occasions, requested this information and it was either denied and/or stalled (by Allstate
management) while he proceeded to purchase the business.
61. Poulos also had concern as to some of the documents that he was actually
provided and some apparent losses. He inquired about same to Allstate. Allstate's employees,
field sales leaders, territory sales leader, human resources department and other management
intentionally misled Poulos regarding the true facts regarding RMKs losses and intending for
him to rely on their representations.
62. Poulos also expressed concerns relating to other agencies servicing and/or
poaching policies within the BOB, but Allstate employees denied that it was occurring.
63. Richard Cairns (an executive/manager) and other Allstate employees, knew on or
before November 22, 2010, that there was significant cross-selling of the BOB, that several
policies had been transferred to other agencies in the geographic area that RMK was located, that
RMK had been terminated for falsification of company documents and that there was no other
buyer available to purchase the BOB.
64. Richard Cairns also knew at that time that Kudja had already given permission to
share information and reports relating to RMKs business. Yet, Richard Cairns, and other
Allstate individuals in management, intentionally and fraudulently, misled Poulos regarding the
available information and withheld specific information that he had an obligation to disclose.
65. Allstate's employees either, intentionally or negligently, made false and
misleading statements to Poulos.
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BROAD and CASSEL One Financial Plaza, Suite 2700, Fort Lauderdale, FL 33394
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66. Jose Kudja and Rebecca Kudja, intentionally or negligently, made false
statements and mislead Poulos to induce him to purchase the BOB.
67. Poulos relied to his detriment on the false statements of Allstate's
employees/management and the Kudjas.
68. Poulos, relying on the fraudulent information provided by Allstate, RMK and the
Kudjas, quit his job, had his wife quit her job, and the family relocated over 200 miles from
Orlando to Broward County, Florida, to purchase the BOB.
69. After closing on the business, Poulos discovered that a significant portion of the
BOB had, in fact, been subject to cross-selling by agencies, many policies had been cancelled,
the reported income was misstated, that Allstate knew and had misled him regarding the reasons
the agency closed, and that the statements which were made by Allstate employees and Kudja
were with disregard of the truth and veracity of the statements and caused Poulos to relocate to
Broward County, Florida.
70. After the purchase, Poulos discovered that Allstate had failed to advise him that
RMK had, in fact, been terminated, due to its failure to follow proper policies, procedures and
guidelines for insuring policies specifically including, falsifying policy applications.
71. As a consequence of RMK causing such insurance policies to be written and
Allstates failure to advise Poulos of same, Poulos was unaware of the number of policies he was
purchasing with conjunction with the business as much of the BOB were, in fact, non-insurable
(and granted exceptional rates) under proper guidelines and were canceled and/or the rates were
significantly increased by Allstate causing the parties to cancel.
72. Poulos also discovered that contrary to the statements made by the Allstate
employees/management, a number of insurance policies from the BOB that he was purchasing
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BROAD and CASSEL One Financial Plaza, Suite 2700, Fort Lauderdale, FL 33394
Telephone: 954-764-7060 Facsimile: 954-761-8135
were subject to cross-selling and other Exclusive Agents of Allstate had assumed those
relationships, and in many instances, revenue from existing and new lines of business. Allstate
had assured Poulos that there would be no cross-selling and/or poaching of the BOB and led him
to believe that the BOB he was purchasing was valid.
73. Allstate knew, or should have known, that its statements were not true and that
when they were made to Poulos that he would rely upon them.
74. Not only did Poulos lose the policies themselves to the other agents, he also lost
any and all potential brokered policies and flood policies as well due to Allstate having other
brokers to handle the BOB instead of sending it through the national call center.
75. All conditions precedent prior to the filing of this lawsuit have occurred or
otherwise been satisfied.
COUNT I
FRAUDULENT MISREPRESENTATION- ALLSTATE
76. The Plaintiff re-alleges and adopts by reference herein paragraphs 1 through 75 as
more fully set forth herein.
77. Allstate, by and through its management, employees and representatives,
intentionally, or through gross negligence, misrepresented material facts and/or omitted material
adverse facts to Poulos to induce him to purchase the BOB.
78. Allstate knew that each of the representations were false when made and its
representations and/or omissions were made to keep Poulos from discovering the materially
adverse information about the BOB prior to his acquisition.
79. The misrepresentations and/or omissions were made with the intention that Poulos
would rely on the representation.
80. Poulos relied on the (mis)representations of Allstate to his detriment.
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BROAD and CASSEL One Financial Plaza, Suite 2700, Fort Lauderdale, FL 33394
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81. Allstate's misrepresentations and/or omissions of material facts were solely
motivated by unreasonable financial gain and/or done with the specific intent to harm.
82. As a direct and proximate result of the misrepresentations and Poulos' reliance
upon same, Poulos suffered compensatory damages.
WHEREFORE, the Plaintiff, Steven Poulos, respectfully requests this Court to enter
judgment against Allstate Insurance Company for:
A. monetary damages;
B. punitive damages;
C. costs of suit;
D. prejudgment and post-judgment interest, and
E. such other and further relief as the Court may deem necessary and proper
under the circumstances.
COUNT II
NEGLIGENT MISREPRESENTATION- ALLSTATE
83. The Plaintiff re-alleges and adopts by reference herein paragraphs 1 through 75 as
though more fully set forth herein.
84. Allstate, by and through its management, employees and representatives, made
several misrepresentations and/or omissions of material fact in its course of business dealings
with Poulos.
85. Allstate knew that the representations made to Poulos were false or made the
misrepresentations under circumstances in which Allstate should have known that the statements
were false.
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BROAD and CASSEL One Financial Plaza, Suite 2700, Fort Lauderdale, FL 33394
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86. Allstate intended that the misrepresentations and/or omissions would induce
Poulos to act and purchase the BOB.
87. Poulos relied, to his detriment, upon Allstates misrepresentations and/or
omissions.
88. As a direct and proximate result of Allstate's misrepresentations, Poulos, acting in
justifiable reliance upon the misrepresentations and/or omissions, suffered compensatory
damages.
WHEREFORE, the Plaintiff, Steven Poulos, respectfully requests this Court to enter
judgment against Allstate Insurance Company for:
A. monetary damages;
B. costs of suit;
C. prejudgment and post-judgment interest; and
D. such other and further relief as the Court may deem necessary and proper
under the circumstances.
COUNT III
BREACH OF FIDUCIARY DUTY- ALLSTATE
89. The Plaintiff re-alleges and adopts by reference herein paragraphs 1 through 75 as
though more fully set forth herein.
90. Allstate fostered a relationship of trust with Poulos, through its actions,
including, but not limited to:
A. Their recruiting Poulos to become an Exclusive Agent;
B. The trust relationship that Allstate employees formulated with Poulos in
guiding him as to either purchasing a book of business and/or starting as a new agency;
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C. Allstate's constant assistance and reassurance that they were there to help
Poulos;
D. Allstate's apparent responsibility and duty to provide Poulos with truthful
information including financial information regarding the BOB.
91. Allstate breached its fiduciary duty to Poulos by the following acts/omissions:
A. by advising Poulos that RMK was available for purchase yet failing to
advise Poulos that RMK/Kudjas binding authority had been terminated by Allstate for
falsification of company documents;
B. for its failure to correct and advise Poulos of the fraudulent
misrepresentations made by Kudja;
C. by misleading Poulos regarding the viability of the BOB he was to
purchase and not advising Poulos that the policies he was purchasing were being canceled
and/or non-renewed because of falsification of company documentation;
D. by misleading Poulos that the policies were being maintained but that no
cross-selling was taking place, nor were any of the policy holders changing to other agencies
when Allstate directed the phone calls to the other agencies;
E. by not reporting to the State of Florida Department of Insurance that
RMK/Kudjas had intentionally falsified data on insurance applications, that there were, in fact,
false mailing and garaging issues and false commercial policies that were issued.
92. Allstate further breached its fiduciary duty intentionally and/or through gross
negligence solely for unreasonable financial gain and/or with specific intent to harm Poulos.
93. As a direct and proximate result of the breach, Poulos suffered compensatory
damages.
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BROAD and CASSEL One Financial Plaza, Suite 2700, Fort Lauderdale, FL 33394
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WHEREFORE, the Plaintiff, Steven Poulos, respectfully requests this Court to
enter judgment against Allstate Insurance Company for:
A. monetary damages;
B. punitive damages;
C. costs of suit;
D. prejudgment and post-judgment interest, and
E. such other and further relief as the Court may deem necessary and proper
under the circumstances.
COUNT IV
FRAUDULENT MISREPRESENTATION-
RMK, JOSE KUDJA AND REBECCA KUDJA
94. The Plaintiff re-alleges and adopts by reference herein paragraphs 1 through 75 as
though more fully set forth herein.
95. RMK entered into an Asset Purchase Agreement (APA) with Plaintiff, Poulos,
for his acquisition of the BOB. The Asset Purchase Agreement entered into by all three
defendants is attached herein as Exhibit A.
96. Defendants, Jose Kudja and Rebecca Kudja, entered the APA as individuals.
97. The APA includes a non-competition agreement which falsely implies that Jose
Kudja and Rebecca Kudja were still able to sell Allstate insurance and furthers the fraud
perpetrated by the Jose Kudja and Rebecca Kudja.
98. The APA also includes a Transition Period clause wherein Rebecca Kudja was to
remain working for Poulos for two (2) months also obscuring and further perpetrating the fraud.
99. Upon information and belief, on or about August 4, 2010, Allstate employee
Richard Cairns met with Jose Kudja and provided Jose Kudja a letter dated August 4, 2010,
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BROAD and CASSEL One Financial Plaza, Suite 2700, Fort Lauderdale, FL 33394
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stating that the Kudjas' agency, RMK Insurance Group, Exclusive Agency Agreement was being
terminated. The termination was based upon falsification of company documents.
100. On or about August 4, 2010, the Kudjas entered into a conspiracy with Allstate to
sell BOB.
101. The Kudjas met with Poulos to discuss the sale of their business and
misrepresented that they had lost two of their main employees that Jose Kudja had become
involved in another business, and that Rebecca Kudja did not wish to run the business on her
own.
102. The Kudjas, directly, and on behalf of RMK, made false statements and/or
omissions to Poulos concerning several (adverse) material facts, including, but not limited to:
A. their failure to reveal that on August 4, 2010, Allstate had involuntarily
terminated the agency for falsification of company documents;
B. misrepresentations concerning the number of policies and income that the
agency had, knowing that a number of the policies Poulos was purchasing were being canceled
for falsification of company documents and/or that the policy premiums would be raised so that
the policy holders would terminate the policy;
C. advising Poulos that the remaining portion of the BOB was being
maintained by RMK, Jose Kudja, and Rebecca Kudja when, in fact, the policies were subject to
cross-selling and poaching because Jose Kudja and Rebecca Kudja took no action to maintain the
BOB after termination;
D. failure to advise Poulos that hard copies of the actual insurance policies
within the BOB had been taken by Allstate and not available for Poulos to review after
termination;
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E. the Kudjas, in conjunction with Allstate, misrepresented the income and
profitability of RMK;
F. that Rebecca Kudja had the knowledge or ability to assist Poulos in the
transition.
103. Jose Kudja and Rebecca Kudja had a pecuniary interest in selling the agency to an
outside buyer as opposed to Allstate corporate directly.
104. Jose Kudja made fraudulent misrepresentations and/or omissions with Rebecca
Kudja present, intentionally, for Poulos to rely on them and purchase the assets of RMK for an
overstated amount.
105. Jose Kudja and Rebecca Kudja made fraudulent misrepresentations and/or
omissions with the intent that Poulos rely on them.
106. Poulos relied on the intentional, false misrepresentations and/or omissions made
by Jose Kudja and Rebecca Kudja on behalf of RMK, and entered into the APA.
107. Jose Kudja, Rebecca Kudja and RMK knew the representations they made to
Poulos were false.
108. Poulos, as a direct and proximate result of the misrepresentations and/or
omissions, relied upon same and suffered compensatory damages.
WHEREFORE, the Plaintiff, Steven Poulos, respectfully requests this Court to enter
judgment against Jose Kudja, Rebecca Kudja and RMK for:
A. monetary damages;
B. costs of suit;
C. prejudgment and post-judgment interest, and
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BROAD and CASSEL One Financial Plaza, Suite 2700, Fort Lauderdale, FL 33394
Telephone: 954-764-7060 Facsimile: 954-761-8135
D. such other and further relief as the Court may deem necessary and proper
under the circumstances.
COUNT V
BREACH OF CONTRACT- RMK, JOSE KUDJA AND REBECCA KUDJA
109. The Plaintiff re-alleges and adopts by reference herein paragraphs 1 through 75 as
though more fully set forth herein.
110. The Parties (Kudjas, RMK and Poulos) entered into the APA.
111. RMK, Jose Kudja and Rebecca Kudja entered the APA in bad faith and with the
knowledge they were selling the Plaintiff a BOB that was worth far less than the asking price due
to their falsification of company documents to acquire the policies within the BOB.
112. Throughout the time leading up to the sale of the BOB, the Defendants, Jose
Kudja and Rebecca Kudja, deceived the Plaintiff by lying to him as to both the reason the agency
was closed and the current status of the BOB.
113. Paragraph 2(d) of the APA specifically states [s]eller agrees to do the best of
his/her ability to preserve and manage existing accounts with the highest standards and respond
to all customer inquiries. Sellers RMK, Jose Kudja and Rebecca Kudja knew same was
impossible when they signed the APA and were immediately in breach of same.
114. Paragraph 2(d) of the APA further states, [i]n addition, the Seller confirms that
he/she has not assigned, sold, and transferred any policies within the last 90 days and up to the
closing date. Sellers RMK, Jose Kudja and Rebecca Kudja breached this clause and knew other
agencies were servicing the BOB and Allstate was controlling the files.
115. Sellers RMK, Jose Kudja and Rebecca Kudja breached the APA.
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BROAD and CASSEL One Financial Plaza, Suite 2700, Fort Lauderdale, FL 33394
Telephone: 954-764-7060 Facsimile: 954-761-8135
116. Notwithstanding executing a contract and bill of sale for all assets of RMK,
Defendants, RMK, Jose Kudja and Rebecca Kudja, continued to receive commissions from
various insurance companies in 2010, 2011, and 2012 and converted the payments to themselves
in direct breach of their contract and the bill of sale they executed.
117. Said commissions were received from companies including, but not limited to,
Universal North American Insurance Company.
118. Poulos, as a direct and proximate result of this breach suffered compensatory
damages.
WHEREFORE, the Plaintiff, Steven Poulos, respectfully requests this Court to enter
judgment against Jose Kudja, Rebecca Kudja, and RMK for:
A. monetary damages;
B. costs of suit;
C. prejudgment and post-judgment interest, and
D. such other and further relief as the Court may deem necessary and proper
under the circumstances.
COUNT VI
FRAUD IN THE INDUCEMENT- RMK, JOSE KUDJA AND REBECCA KUDJA
119. The Plaintiff re-alleges and adopts by reference herein paragraphs 1 through 75
and 95 through 107 as though more fully set forth herein.
120. The Kudjas, directly, and on behalf of RMK, made material misrepresentations
and/or omissions to Poulos.
121. The Kudjas knew, or should have known, that these statements were false.
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BROAD and CASSEL One Financial Plaza, Suite 2700, Fort Lauderdale, FL 33394
Telephone: 954-764-7060 Facsimile: 954-761-8135
122. The Kudjas had a pecuniary interest in selling the BOB to an outside buyer as
opposed to Allstate corporate directly (accepting TPP).
123. The Kudjas, directly, and on behalf of RMK, made false statements intentionally
for Poulos to rely on them and induce him to purchase the BOB for an overstated amount.
124. Poulos relied on the intentional, false misrepresentations and/or omissions made
by the Kudjas on behalf of RMK, and entered into the APA.
WHEREFORE, the Plaintiff, Steven Poulos, respectfully requests this Court to enter
judgment against Jose Kudja, Rebecca Kudja and RMK for:
A. monetary damages;
B. costs of suit;
C. prejudgment and post-judgment interest, and
D. such other and further relief as the Court may deem necessary and proper
under the circumstances.
DEMAND FOR JURY TRIAL
The Plaintiff demands trial by jury on all issues so triable as a matter of law.
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BROAD and CASSEL One Financial Plaza, Suite 2700, Fort Lauderdale, FL 33394
Telephone: 954-764-7060 Facsimile: 954-761-8135
CERTIFICATE OF SERVICE
WE HEREBY CERTIFY that a true and correct copy of the foregoing has been served
upon Brett M. Carey, Esq. and Lori J. Caldwell, Esq., 407-841-2133, Rumberger, Kirk &
Caldwell, 300 South Orange Avenue, Lincoln Plaza, Suite 1400, Orlando, FL 32802-1873 and
Sean L. Collin, Esq., 954-462-8036, Lyons, Snyder & Collin, P.A., 312 SE 17th Street, 3rd
Floor, Fort Lauderdale, FL 33316 via electronic service this 31st day of October 2014.
BROAD AND CASSEL One Financial Plaza
100 SE 3rd Avenue, Suite 2700
Fort Lauderdale, FL 33394
Phone: 954-764-7060 Fax: 954-761-8135
Primary and secondary e-mail addresses:
By: ___Adam G. Rabinowitz_______
Adam G. Rabinowitz
Florida Bar No.: 177962
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