Is it appropriate for me to ask you to review my revised complaint and advise me on any statute of limitations problems that I might run into? Thanks again, Doug IN THE SUPERIOR COURT OF FULTON COUNTY STATE OF GEORGIA XXXX XXXXX) ) Plaintiff, ) Civil Action Number: ) Versus ) ) XXXXXXX XXXXXX XXXXXXX) ) ) Defendant. ) 1. Whereas Doug and Maranda Baird reside atXXXXX Vidalia Georgia 30474 2. Whereas XXXXXX XXXXX XXXXX resides at XXXX XXXXXXX XX . XXXX, XX XXXXX and is with the Proceeding Pro Se 3. XXXX XXXXX is preceding pro se in this matter. Parties 4. XXXX XXXXX, here in referred to as Baird, is the Co-Founder and former CEO of XXXXXXXXX XXX. In December of 2007 XXXXX XXXXX and XXXXXX XXXX XXXXX, here in referred to as Stratton, together Co-Founded XXXXXXXXX XXX. 5. XXXXX XXXXX XXXXXX, here in referred to as Stratton, is the Co-Founder, CTO and President of XXXXXXXXX XXX. Background 6. In November of 2007 Stratton contacted Baird and asked for an initial investment from Baird to fund a Cloud Based Video Phone and Video Conferencing business called XXXXXXXXX XXX. Stratton claimed that the business would be ready to launch by the end of January 2008. Baird invested $50,000.00 into XXXXXXXXX XXX. in exchange for 12% of XXXXXXXXX stock. Stratton’s contribution and basis for his ownership included unique relationships that he held with engineers and his own technical experience. Stratton was not an active investor in XXXXXXXXX XXX. 7. In December of 2007 Stratton asked Baird to take on a more active role in XXXXXXXXX XXX. The new role would include Baird as a Co-Founder and interim CEO. In exchange for Baird’s involvement Stratton offered Baird 46% of the outstanding stock of XXXXXXXXX XXX. 8. In 2008 Baird invested additional money into XXXXXXXXX XXXc. and also raised $500,000.00 from private investors. 9. In 2009 Baird took a leave of absence for personal reasons. Before his departure Baird borrowed $250,000.00 against his personal assets to lend to XXXXXXXXX XXX. 10. In May of 2009 Baird asks his brother XXX XXXXXto guide the company in his absence. 11. In May of 2009 Stratton, without Baird’s permission, converts $250,000.00 of Baird’s debt to stock. 12. On May 12th 2009, Stratton brags to XXX XXXXXX, who is also a Co-Founder of XXXXXXXXX XXX., of how and why he converted Baird’s debt to stock. In the conversation Stratton displays humor and surreptitious intent to defraud investors and Baird to XXX XXXXX as he outlines his actions with others. See exhibit A for complete instant message log. a. Stratton makes mention of the loans that Baird made to BlinkMind when he says, “we converted all the debt on the books to stock”. b. Dan Weber responds to Stratton and says, “I didn’t even know we had debt”. c. Stratton then explains the debt that he is speaking of, “well people like doug and wilson put in money that was on top of the % they bought”. Stratton goes on to say, “so now it just looks real clean”. e. XXX XXXXXXXthen begins to put the pieces together when he makes the following statement, “so we present to investors with a no debt on our balance sheet”. f. Stratton says “right and shows more money invested and that always looks good”. 13. In the Summer of 2009 Stratton, finishes the construction of a Private Placement Memorandum for XXXXXXXXX XXX. in order to illicit investment from private investors. 14. In the Fall of 2009 Stratton convinced a Georgia resident, XXXX XXXXX to invest $50,000.00 into XXXXXXXXX XXX. Based on information obtained in the 2011 instant messages logs between Stratton and XXX XXXXX, Stratton knowingly commits fraud when he solicits the investment from XXXXX XXXXXX . Baird’s Return 15. In December of 2009 Baird is forced to return home early from rehab because BlinkMind Inc. has informed Baird’s wife, Maranda that she cannot expect to receive any more money. Baird returns home from rehab. Baird out of money and desperate, begs XXXXXXXXX XXX. and Stratton for help to support his family during Christmas. Baird’s pleas fall on deaf ears and Baird is forced to accept charity from friends to make it through Christmas. 16. In January of 2010 Baird continues communicate his need for income in order to pay the $250,000.00 debt and his own personal expenses. There are discussions. Baird is under the impression that if he allows BlinkMind to give him stock in exchange for the debts that are owed to him, he will be restored to the company in a Vice President capacity and given a salary to adequately satisfy the debts incurred for XXXXXXXXX XXX. and to support his family. 17. In April of 2010 Baird discovers that the BlinkMind Inc. stock arrangements did not reflect the $250,000.00 loan that he gave XXXXXXXXX XXX. When Baird asks XXXXXXXXX representatives to adjust the stock numbers, he is stone walled and told that it was too late, the numbers had already been sent to the attorney. In addition, Baird was also informed that there was no room for him on the payroll. 18. In June of 2010 Baird is forced to sell his home to satisfy part of the Bank note. Baird’s family is forced to sell off all family possessions and moves into a rental home. 19. In the Fall of 2010 Stratton and XXX XXXXXX both received substantial raises to their salaries while Baird is unemployed and is receiving charity from his Church and friends. 20. In December of 2010 Baird is able to secure two FedEx delivery routes in the State of Georgia to provide for his family. In this same month Baird is contacted by XXX XXXXXX. Dan is one of the Co-Founders of XXXXXXXXX XXX. and is the Chief Architect of the BlinkMind Video Conferencing platform. Dan mentions to Baird that he is planning on his own venture and requests Baird’s input and possible involvement. During the ongoing conversations that span two months Dan makes some very alarming statements to Baird with respect to his desire to harm BlinkMind’s network. While Baird is very upset with Stratton and BlinkMind he does not wish to be involved with a conspiracy to harm XXXXXXXXX XXX., so Baird reaches out to his brother XXX XXXXX, who is the CEO of XXXXXXXXX XXX. to warn him of the dangerous rhetoric coming from Dan Weber. This ultimately leads to XXX XXXXXand Stratton having a face to face meeting in Houston Texas with Baird and Stratton asking Baird to come back and join the BlinkMind team. Baird is delighted and relieved. While the FedEx routes paid the bills, it was hard work and long hours. Baird was very excited to accept the role of Vice President for Strategic Relationships. Baird held this position with XXXXXXXXX XXX. while giving testimony on his knowledge about Dan Weber. Not long after Baird gives his testimony and within a week of relinquishing his two FedEx routes back to FedEx, Baird is terminated. Again, Baird is unemployed. 21. In March of 2011 Altamaha Bank and Trust Company foreclosed on, and short sold, all of Baird’s commercial property in Vidalia to satisfy debts owed by Baird. The debts were primarily for the loans made by Baird to XXXXXXXXX XXX. in the spring of 2009; Baird is charged $25, 353.17 in attorney’s fees by Altamaha Bank & Trust Company for the foreclosure. 22. In the Fall of 2011 Stratton sells a portion of his BlinkMind stock for a cash amount that is unknown at this time. Stratton, in selling his stock consummates the Fraudulent Conveyance of Assets. In addition to his salary and expenses being paid since the spring of 2009, Stratton is now profiting from his fraudulent actions. While Baird holds the debt for BlinkMind Inc. and struggles to provide the most basic 23. Stratton continues with malice to harm Baird in the Fall of 2011. Baird, not knowing about Stratton’s sale of XXXXXXXXX XXX. stock and in desperate need of funds to support his family, continues to reach out to Stratton with the intent to restore his relationship to the company and change direction in which BlinkMind is heading. With Stratton’s over the phone advice and encouragement, Baird spends two months in the Fall of 2011 preparing a marketing strategy for BlinkMind Inc. The marketing strategy was based upon selling Creative Labs phone to business customers as video conferencing endpoints. The key to the success of this marketing and business plan was to leverage a very inexpensive Creative Labs “Inperson Device” to the business community where video conferencing endpoints sell for five times the price. Baird’s assumptions relied heavily on the technical expertise and knowledge of Stratton. On September 12th 2011 Baird presents his marketing and business plan to the Board of Directors only to find that the information given by Stratton was completely false. Stratton continues his malicious and fraudulent behavior by recommending that Baird not be paid approximately $13,500.00 for his work on the marketing and business plan. Stratton not only induced and encouraged Baird in his efforts to complete the marketing and business plan, he also maliciously lied to Baird when intentionally gave Baird wrong technical information from which to draw his conclusions. Count I Fraudulent Conveyance of Assets 24. Count 1 herby incorporates by reference all previous allegations of this Complaint as if said allegations were fully set forth herein. 25. The actions of Stratton constitute fraudulent conveyance of assets of Baird and Baird seeks recovery of all amounts which may be proven at trial. Count II Plaintiffs Prayer for Specific Personal Jurisdiction 26. Plaintiff Baird request that the court exercise specific personal jurisdiction as outlined in (O.C.G.A 9-10-91) over the defendant Stratton as the causes of action satisfy several of the requirements outlined in the Georgia Long Arm Statute. 1. First condition, "transacts any business within the state". a. Stratton, on an ongoing basis raised investment capital from Georgia residents on many different occasions from 2008 to 2010. b. Stratton performed technical support for services that were sold to Georgia residents and businesses. 2. Second condition, "commits a tortious act or omission within this state, except as to a cause for defamation of character arising from the act" a. By Stratton’s own admission, Stratton committed a tortious act in May of 2009 when he fraudulently converted loans made by Baird to stock in order to clean up the BlinkMind Inc. financial statements. Stratton, again by his own admission, converted the loans made by Baird into stock for the purpose of making the financial statements of XXXXXXXXX XXX. look more appealing to potential investors. Stratton’s actions have caused Baird and his family, who are all Georgia residents, great harm and distress. 27. Plaintiffs believe that Stratton’s direct and purposeful actions towards the State of Georgia give sufficient level of contact to satisfy due process and warrant the application the Georgia Long Arm Statute as set forth in O.C.G.A 9-10-91. NOW THEREFORE, Plaintiffs respectfully XXXXX XXXXX Court that: 1. Grant plaintiffs request for specific and personal jurisdiction; 2. Award Plaintiffs their general and economic damages from the fraudulent and tortuous actions by defendant ; 3. Award exemplary damages; 4. Award attorney’s fees (if any) and the costs of this action, if any; 5. Enter Judgment against Stratton for the amount of damages as by law, together with prejudgment and post-judgment interest at the post-judgment rate of interest from the date of filing of the original Complaint until the date the judgment is paid; and 6. Grant such other and further relief to which Plaintiffs show themselves to be entitled at law or in equity. Respectfully Submitted BY_______________________________ XXXXX XXXXX Plantiff Pro Se XXXXX XXXXXX XXXX XXXXX , XXXXX XXXXX41019.0425265856
State/Country relating to question: Georgia
Doug,First of all, remember to put your name, address and phone on the bottom right and the defendant's on the lower left. Second, we don't allege the long arm statute in the complaint. It is well settled law based on the US Supreme Court case of INTERNATIONAL SHOE COMPANY vs. WASHINGTON. The facts of your case either warrants long arm Jurisdiction or not. It would involve too long-ish discussion with me to explore that. At very least, take out the first item in your WHEREFORE (NOT THEREFORE) clause asking for personal jurisdiction.Last point, we don't put as much detail in the complaint especially quotes, etc. Reason: if parts of the details become in dispute, you could hurt your case just because you were so specific. We just put the defendant on notice about the case so he knows what it's about. During the discovery phase of the case you will have to be more specific but the specifics can be carefully worded.rich
Ok, makes sense.
I have my address information and the defendants.
I will take out the quotes. The quotes are taken directly from the exhibit A, should I keep the instant message log as an exhibit or discard it completely?
Take it out.rich
NYC Trial Attorney 30+ years; Law professor ; BUSINESS LAW; CONTRACTS; TORTS; Arbitrator
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