Leonard Hubbard lawsuit

7/25/2019 Leonard Hubbard lawsuit

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Law OfficesBernhardt, Rothermel & Siegel, P.C.By: Frank A. Rothermel, Esquire

Attorney Identification No.: 540381515 Market Street, Suite 1540Philadelphia, Pennsylvania 19102(215) 568-0100 Attorney for Plaintiff

LEONARD N. HUBBARD, Individually, and on behalf :of GRAND NEGAZ, INC., a Pennsylvania Corporation : COURT OF COMMON PLEAS5555 Germantown Avenue, 3rdFloor : PHILADELPHIA COUNTYPhiladelphia, PA 19119 :

Plaintiffs ::

V. : JANUARY TERM, 2016:

SHAWN GEE : NO.714 St. Georges Road :Philadelphia, PA 19119 :

and :AHMIR THOMPSON :2309 St. Albans Place :Philadelphia, PA 19146 :

and :TARIK TROTTER :111 S. 15thStreet, Unit 1702 :Philadelphia, PA 19102 :

and :SPORTS AND ENTERTAINMENT FINANCIAL :

GROUP, a Pennsylvania Corporation :1 Presidential Boulevard, Suite 320 :Bala Cynwyd, PA 19004 :

and :GRAND NEGAZ, INC., a Pennsylvania Corporation :1 Presidential Boulevard, Suite 320 :Bala Cynwyd, PA 19004 :

and :OKAY TOURS, LLC, a Pennsylvania Limited :Liability Company :1 Presidential Boulevard, Suite 320 :Bala Cynwyd, PA 19004 :

and :

GRAND WIZARDS, LLC, a Pennsylvania Limited :Liability Company :1 Presidential Boulevard, Suite 320 :Bala Cynwyd, PA 19004 :

and :THE ROOTS ON TOUR, INC., a Pennsylvania :Corporation :1 Presidential Boulevard, Suite 320 :Bala Cynwyd, PA 19004 :

Case ID: 16010

Filed and Attested by the

Office of Judicial Records

27 JAN 2016 01:04 pm

M. BRYANT


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and :KENDALL A. MINTER :5398 E. Mountain Street :Stone Mountain, GA 30083-3079 :

Defendants : :

NOTICE TO DEFEND

NOTICE You have been sued in Court. If you wish todefend against the claims set forth in the followingpages, you must take action within twenty (20) daysafter the Complaint and notice are served, byentering a written appearance personally or byattorney and filing in writing with the court yourdefenses or objections to the claims set forth againstyou. You are warned that if you fail to do so thecase may proceed without you and a judgment maybe entered against you by the court without furthernotice for any money claimed in the complaint or forany other claim or relief requested by the plaintiff.You may lose money or property or other rightsimportant to you. YOU SHOULD TAKE THIS PAPER TO YOURLAWYER AT ONCE. IF YOU DO NOT HAVE ALAWYER, GO TO OR TELEPHONE THE OFFICE SETFORTH BELOW. THIS OFFICE CAN PROVIDE YOUWITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER,THIS OFFICE MAY BE ABLE TO PROVIDE YOUWITH INFORMATION ABOUT AGENCIES THATMAY OFFER LEGAL SERVICES TO ELIGIBLEPERSONS AT A REDUCED FEE OR NO FEE.

Philadelphia Bar AssociationLawyer Referral & Information Service

1101 Market Street, 11th FloorPhiladelphia, PA 19107

(215) 238-6300

AVISO Le han demandado a usted en la corte. Siusted quiere defenderse de estas demandasexpuestas en las paginas siguientes, usted tieneveinte (20) dias de plazo al partir de la fecha dela demands y la notificacion. Hace falta asentaruna comparencia escrita sus defensas o susobjeciones a las demandas en contra de supersona. Sea avisado que si usted no sedefiende, la corte tomara medidas y puedecontinuar la demanda en contra suya sin previoaviso o notificacion. Ademas, la corte puededecidir a favor del demandante y requiere queusted cumpla con todas las provisiones de estademanda. Usted puede perder dinero o suspropiedades u ostos derechos importantes parausted. LLEVE ESTA DEMANDA A UN ABOGADOINMEDIATAMENTE. SI NO TIENE ABOGADOO SI NO TIENE EL DINERO SUFICIENTE DEPAGAR TAL SERVICIO. VAYA EN PERSONAO LLAME POR TELEFONO A LA OFICINACUYA DIRECCION SE ENCUENTRA ESCRITAABAJO PARA AVERIGUAR DONDE SE PUEDECONSEGUIR ASISTENCIA LEGAL.

Asociacion De Licenciados De FiladelfiaServicio De Referencia E Informacion Legal

1101 Market Street, 11th FloorFiladelfia, PA 19107

(215) 238-6300

Case ID: 16010


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Law OfficesBernhardt, Rothermel & Siegel, P.C.By: Frank A. Rothermel, Esquire

Attorney Identification No.: 540381515 Market Street, Suite 1540Philadelphia, Pennsylvania 19102(215) 568-0100 Attorney for Plaintiff

LEONARD N. HUBBARD, Individually, and on behalf :of GRAND NEGAZ, INC., a Pennsylvania Corporation : COURT OF COMMON PLEAS5555 Germantown Avenue, 3rdFloor : PHILADELPHIA COUNTYPhiladelphia, PA 19119 :

Plaintiffs ::

V. : JANUARY TERM, 2016:

SHAWN GEE : NO.714 St. Georges Road :Philadelphia, PA 19119 :

and :AHMIR THOMPSON : JURY TRIAL DEMANDED2309 St. Albans Place :Philadelphia, PA 19146 :

and :TARIK TROTTER :111 S. 15thStreet, Unit 1702 :Philadelphia, PA 19102 :

and :SPORTS AND ENTERTAINMENT FINANCIAL :

GROUP, a Pennsylvania Corporation :1 Presidential Boulevard, Suite 320 :Bala Cynwyd, PA 19004 :

and :GRAND NEGAZ, INC., a Pennsylvania Corporation :1 Presidential Boulevard, Suite 320 :Bala Cynwyd, PA 19004 :

and :OKAY TOURS, LLC, a Pennsylvania Limited :Liability Company :1 Presidential Boulevard, Suite 320 :Bala Cynwyd, PA 19004 :

and :

GRAND WIZARDS, LLC, a Pennsylvania Limited :Liability Company :1 Presidential Boulevard, Suite 320 :Bala Cynwyd, PA 19004 :

and :THE ROOTS ON TOUR, INC., a Pennsylvania :Corporation :1 Presidential Boulevard, Suite 320 :Bala Cynwyd, PA 19004 :

Case ID: 16010


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and :KENDALL A. MINTER :5398 E. Mountain Street :Stone Mountain, GA 30083-3079 :

Defendants : :

COMPLAINT

I. THE PARTIES

1. Plaintiff Leonard N. Hubbard, is an adult individual residing at 5555

Germantown Avenue, 3rdFloor, Philadelphia, PA 19144 and brings this action

Individually and on behalf of Grand Negaz, Inc. (GNI), a Pennsylvania corporation of

which he was, is, and continues to be a 13% owner.

2. Defendant Shawn Gee (Gee) is an adult individual residing at 714 St.

Georges Road, Philadelphia, PA 19119.

3. Defendant Ahmir Thompson is an adult individual residing at 2309 St.

Albans Place, Philadelphia, PA 19146.

4. Defendant Tarik Trotter is an adult individual residing at 111 S. 15th

Street, Unit 1702, Philadelphia, PA 19102.

5. Defendant Shawn Gee and defendant Tarik Trotter are cousins.

6. Defendant Sports and Entertainment Financial Group, Inc. is a

Pennsylvania Corporation, successor by merger to Sports and Entertainment

Financial Group, LLC, a New Jersey Limited Liability Company, doing business at

1 Presidential Boulevard, Suite 320, Bala Cynwyd, PA 19004.

7. Defendant Gee is a shareholder, officer and director of defendant Sports

and Entertainment Financial Group, Inc.

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8. Defendant Grand Negaz, Inc. (GNI) is a Pennsylvania Corporation which

currently maintains a place of business at 1 Presidential Boulevard, Suite 320, Bala

Cywyd, PA 19004.

9. Defendant Okay Tours, LLC is a Pennsylvania Limited Liability

Company which currently maintains a place of business at 1 Presidential Boulevard,

Suite 320, Bala Cywyd, PA 19004.

10. Defendant Grand Wizards, LLC is a Pennsylvania Limited Liability

Company which currently maintains a place of business at 1 Presidential Boulevard,

Suite 320, Bala Cywyd, PA 19004.

11. Defendant The Roots on Tour, Inc. is a Pennsylvania Corporation which

currently maintains a place of business at 1 Presidential Boulevard, Suite 320, Bala

Cywyd, PA 19004.

12. Defendant Kendall A. Minter (Minter) is an attorney duly licensed to

practice law in the State of Georgia, New York and the District of Columbia with

offices located at 5398 E. Mountain Street, Stone Mountain, GA 30083-3079. Plaintiff

is asserting a professional liability claim against this defendant.

II. JURISDICTION AND VENUE

13. The entities GNI, Grand Wizards, LLC, Okay Tours, LLC, The Roots on

Tour, Inc., and The Roots Picnic, LLC, are all Pennsylvania entities which regularly

conduct business in Philadelphia County.

14. GNI, Grand Wizards, LLC, and Okay Tours, LLC were all formed in

Philadelphia County and had their registered and regular place of business at 5212

Osage Avenue, Philadelphia until 2010.

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15. Shawn Gee, Ahmir Thompson and Tarik Trotter regularly conduct

business in Philadelphia County. In addition to other business activities in

Philadelphia, The Roots (including defendants Thompson and Trotter) perform

annually in The Roots Picnic at the Festival Pier in Philadelphia and at the Welcome

America Festival in Philadelphia. Defendant Thompson regularly performs as a disc

jockey in Philadelphia.

16. Defendants Ahmir Thompson and Tarik Trotter own real estate in

Philadelphia.

17. Plaintiff Hubbard is a lifelong resident of Philadelphia.

18. Philadelphia is where these causes of action arose, and where

transactions or occurrences took place out of which these causes of action arose.

19. Defendant Kendall A. Minter regularly conducts business in

Pennsylvania and in Philadelphia County. Defendant Minter had and has clients in

Pennsylvania, including Plaintiff Hubbard in Philadelphia. Defendant Minter holds

himself out as capable of handling matters on a worldwide basis. Defendant Minter

has been the Chairman of the Rhythm and Blues Foundation which is headquartered

here in Philadelphia, PA and is believed to have been a member of its Board since at

least 2000.

III. FACTS

20. In about 1987 defendants Thompson and Trotter formed a band known

as "The Square Roots.

21. In 1992 plaintiff Hubbard joined The Square Roots as a musician,

performer and composer.

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22. In 1993 plaintiff Hubbard and defendants Thompson and Trotter as well

as Malik Smart formed GNI and were performing and known as "The Roots."

23. The Roots are an American hip hop/neo soul band.

24. Plaintiff Hubbard for many years contributed to The Roots his unique

and considerable skills as a musician, performer and composer. Plaintiff Hubbard,

among other things, provided to The Roots years of service including many months

per year touring extensively on the road (nationally and internationally) to develop

and expand the brand of The Roots; helping develop live sets; as well as his talents

as a composer writing songs and contributing to songs of The Roots. All of plaintiff

Hubbard's contributions have been and are to the great benefit of The Roots.

25. In 2007 plaintiff Hubbard became ill and was diagnosed with multiple

myeloma. Since that time Mr. Hubbard has been unable to continue performing with

The Roots.

26. Defendants Shawn Gee has been the business manager of The Roots

since on or about 1999.

27. Defendant Shawn Gee is a control person as to GNI, Grand Wizards,

LLC, Okay Tours, LLC, The Roots on Tour, Inc., and The Roots Picnic, LLC. Mr. Gee

controls all details of those entities' day-to-day financial, personnel and business

operations and assumes actual, participatory, total control of those entities business

activities.

28. Mr. Gee has acted individually and as the agent of defendant Sports and

Entertainment Financial Group, Inc.

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29. Richard Nichols was the band manager of The Roots from on or about

1992 until his death on July 17, 2014.

30. Since the death of Mr. Nichols, defendant Shawn Gee has also taken on

the duties of band manager.

GRAND NEGAZ, INC.

31. On December 1, 1993 plaintiff Hubbard and defendants Thompson and

Trotter as well as Malik Smart formed GNI a Pennsylvania corporation.

32. The shareholders of GNI are defendant Thompson 37%, defendant

Trotter 37%, plaintiff Hubbard 13%, and Malik Smart 13%.

33. GNI is a closely held corporation.

34. Defendant Thompson is president of GNI and defendant Trotter is Vice

president.

35. In late 1993 GNI secured an exclusive recording contract with Geffen

Records (now part of Universal Music Group), for The Roots.

36. On April 9, 1996, GNI caused to be registered with the United States

Patent and Trademark office the mark "The Roots" at Registration Number 1966181.

The owner of the mark "The Roots" is GNI.

37. As a result of their positions as directors, officers, and /or control

persons of GNI, a close corporation, defendants Thompson, Trotter and Gee owe a

fiduciary duty and duty of loyalty to GNI and to plaintiff Hubbard.

38. All publishing of non-digital works of The Roots are published and

distributed by Universal Music Group (Universal).

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39. All payments for non-digital published works from Universal are

received by GNI.

40. GNI collects artists' royalties on sales of product and provides advances

for the production of product.

41. GNI owns and controls use of the registered mark "The Roots."

42. Defendants Thompson, Trotter and Gee have permitted the use of the

mark "The Roots" by other entities without compensation for such use. Such use

includes, but is not limited to, use of the mark The Roots by The Roots on Tour, Inc.

and The Roots Picnic, LLC, two entities in which plaintiff has no ownership interest;

as well as use of the mark by Passyunk Productions LLC, a Pennsylvania entity in

which plaintiff has no ownership interest.

43. Defendants Thompson, Trotter and Gee have never noticed and/or held

a meeting of the shareholders of GNI.

44. Defendants Thompson, Trotter and Gee have never disclosed to plaintiff

that dividends had been declared for the shareholders of GNI.

45. Defendants Thompson, Trotter and Gee (acting individually and through

Sports and Entertainment Financial Group, Inc.) have paid to themselves

disproportionately high compensation from GNI.

46. Defendants Thompson, Trotter and Gee have failed to disclose, report,

and deliver earnings of GNI.

47. Defendants Thompson, Trotter and Gee have misrepresented earnings

of GNI to plaintiff.

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48. Plaintiff was receiving from GNI a Publishing payment of $25,000 per

year until 2011 when, without explanation, payments were reduced to approximately

$7,000 per year.

GRAND WIZARDS, LLC

49. On February 8, 1999 The Roots formed Grand Wizards, LLC a

Pennsylvania limited liability company.

50. The members of Grand Wizards, LLC and ownership interests are

defendant Thompson 25%, defendant Trotter 25%, plaintiff Hubbard 25%, and Richard

Nichols 25%.

51. The purpose of Grand Wizards, LLC is to contract for all digital

recordings, outside production and distribution. To that end, since 2003 Grand

Wizards, LLC has contracted with SoundExchange, an independent digital

performance rights organization.

52. As a result of their positions as members and /or control persons of

Grand Wizards, LLC, defendants Thompson, Trotter and Gee owe a fiduciary duty

and duty of loyalty to Grand Wizards, LLC and to plaintiff Hubbard.

53. Plaintiff Hubbard has never been consulted about, voted for, or agreed

to the conduct of the business of Grand Wizards, LLC by or through a manager.

54. Plaintiff Hubbard has never been consulted about, voted for, agreed to

or signed an Operating Agreement regarding Grand Wizards, LLC.

55. Members of Grand Wizards, LLC are required to account to the

Company and hold as trustee for it any profits derived from its business. 15 Pa.C.S.A.

8943.

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56. All publishing of digital works of The Roots are produced and

distributed by and through Grand Wizards, LLC.

57. Since 2003 SoundExchange, a performance rights organization that

collects royalties under contract with Grand Wizards, LLC, has distributed all digital

works consisting of The Roots catalog of music.

58. All payments for digital published works from SoundExchange are

received by Grand Wizards, LLC.

59. Grand Wizards, LLC collects digital featured artists' royalties on use of

product.


and deliver earnings of Grand Wizards, LLC to all of its members.


of Grand Wizards, LLC to plaintiff.

62. Plaintiff Hubbard has received only one check from Grand Wizards, LLC

which was received in November 2014 in the amount of $4,780.46.

63. Plaintiff Hubbard has had and continues to have his health insurance

paid by Grand Wizards, LLC.

64. On or about March 28, 2014 plaintiff Hubbard received from Mr. Nichols,

the Band Manager, an email on behalf of defendants, threatening plaintiff with being

cut off from any and all payments including health insurance.

65. Defendants have never noticed and/or held a meeting of the members of

Grand Wizards, LLC.

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disproportionately high compensation from Grand Wizards, LLC.

OKAY TOURS, LLC

67. On August 28, 2000 The Roots formed Okay Tours, LLC a Pennsylvania

limited liability company.

68. The members of Okay Tours, LLC and ownership interests are

defendant Thompson one-third (1/3rd), defendant Trotter one-third (1/3rd), and

Plaintiff Hubbard one-third (1/3rd).

69. The purpose of Okay Tours, LLC, was to contract for and collect revenue

from touring productions of The Roots.

70. Okay Tours, LLC handled all touring productions for The Roots until late

2011.

71. As a result of their positions as members and /or control persons of

Okay Tours, LLC, defendants Thompson, Trotter and Gee owe a fiduciary duty and

duty of loyalty to Okay Tours, LLC and to Plaintiff Hubbard.

72. Plaintiff Hubbard has never been consulted about, voted for, or agreed

to the conduct of the business of Okay Tours, LLC by a manager.

73. Plaintiff Hubbard has never been consulted about, voted for, agreed to

or signed an Operating Agreement regarding Okay Tours, LLC.

74. Members of Okay Tours, LLC are required to account to the Company

and hold as trustee for it any profits derived from its business. 15 Pa.C.S.A. 8943 (a).

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75. Okay Tours, LLC, handled all touring productions, contracted for and

collected revenue from touring productions of The Roots from Okay Tours, LLCs

formation in 2000.

76. Plaintiff Hubbard believes, and therefore avers, that Okay Tours, LLC

prior to 2012 received income in the millions of dollars.


and deliver earnings of Okay Tours, LLC.


of Okay Tours, LLC to Plaintiff.

79. Plaintiff Hubbard has never received a payment from Okay Tours, LLC

as a one-third owner.

80. Defendants Thompson, Trotter and Gee have never noticed and/or held

a meeting of the members of Okay Tours, LLC.



disproportionately high compensation from Okay Tours, LLC.

THE ROOTS ON TOUR, INC.

82. On or about December 19, 2011 Plaintiff Hubbard received from the

Internal Revenue Service a notice of tax deficiency for the year 2009. Upon receipt of

that notice, Plaintiff Hubbard began making inquiries about income and benefits from

his ownership in the above referenced entities and The Roots generally.

83. On December 29, 2011 defendants Thompson, Trotter and Gee caused to

be formed defendant The Roots on Tour, Inc. a Pennsylvania corporation.

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84. Plaintiff Hubbard was deliberately excluded as a shareholder of The

Roots on Tour, Inc.

85. After January 1, 2012, defendants Thompson, Trotter and Gee

intentionally transferred all assets of Okay Tours, LLC (of which Plaintiff Hubbard

was a one-third (1/3rd) owner), and diverted all touring business, business

knowledge, and contracts for touring business from Okay Tours, LLC to the

defendants newly formed The Roots on Tour, Inc. for the purpose of denying Plaintiff

Hubbard any interest in such business.

86. All revenue from Okay Tours, LLC was likewise diverted to The Roots on

Tour, Inc. for the purpose of denying Plaintiff Hubbard any benefit from or interest in

such business.

87. The transfer of all business from Okay Tours, LLC to The Roots on Tour,

Inc. was done without the knowledge or consent of Plaintiff Hubbard.

THE ROOTS PICNIC, LLC

88. On June 3, 2012 defendants Thompson, Trotter and Gee caused to be

formed The Roots Picnic, LLC, a Pennsylvania limited liability company.

89. The Roots Picnic, LLC maintains a place of business at 1 Presidential

Boulevard, Suite 320, Bala Cynwyd PA 19004.

90. The Roots Picnic, LLC contracts for production of an annual festival in

Philadelphia.

91. The actions and wrongful conduct of defendants complained of herein

have been and are continuing until the present.

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COUNT I

PLAINTIFF V. AHMIR THOMPSON, TARIK TROTTER, SHAWN GEE, THE ROOTS

ON TOUR, INC. AND SPORTS AND ENTERTAINMENT FINANCIAL GROUP, INC.

(Fraudulent Transfer)

92. Plaintiff incorporates by reference all the averments set forth in the

paragraphs above as though fully set forth herein at length.

93. Recognizing that plaintiff Hubbard had a claim against Okay Tours,

LLC, its members and its business manager; that plaintiff Hubbard had been illegally

and improperly denied any income or inclusion in the operations of Okay Tours, LLC;

that defendants illegally and improperly paid to themselves disproportionately high

compensation to the detriment of Plaintiff Hubbard; defendants embarked upon a

scheme and artifice to fraudulently convey all the business and assets of Okay Tours,

LLC (of which Plaintiff Hubbard was a one-third (1/3rd) owner) to The Roots on Tour,

Inc. an entity in which Plaintiff Hubbard has no interest, intending thereby to deny

Plaintiff Hubbard the fruits of his ownership interest and any benefit from the touring

business conducted by Okay Tours, LLC.

94. Defendants did in fact transfer all of the assets, business, business

knowledge, and contracts for touring business, from Okay Tours, LLC to The Roots on

Tour, Inc.

95. Okay Tours, LLC has no remaining assets or business from which to pay

or compensate Plaintiff Hubbard amounts due him as a member or otherwise.

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96. The transfer from Okay Tours, LLC to The Roots on Tour, Inc. was

without fair consideration and was intended to hinder, delay or defraud Plaintiff

Hubbard.

97. The actions of defendants were willful and/or were with reckless

disregard for the rights of Plaintiff Hubbard.

98. Defendant Gee entered into an agreement with defendants Thompson

and Trotter to commit the acts companied of herein which were unlawful or

otherwise lawful by unlawful means.

WHEREFORE, Plaintiff Leonard N. Hubbard requests relief as follows:

a) Avoidance of the transfer of any income, assets, or business of

The Roots from Okay Tours, LLC to The Roots on Tour, Inc.;

b) An injunction against any further dispossessions of property or

any interest therein;

c) Plaintiff Leonard N. Hubbard be awarded reasonable expenses

for maintaining this action, including reasonable attorneys' fees and costs;

d) Plaintiff Leonard N. Hubbard be awarded punitive damages; and

e) Plaintiff Leonard N. Hubbard be granted such other and further

relief that may be just and proper under the circumstances.

COUNT II

PLAINTIFF V. AHMIR THOMPSON, TARIK TROTTER AND SHAWN GEE

(Breach of Fiduciary Duty)



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100. As a result of their positions as shareholders and directors of GNI,

defendants Thompson and Trotter owe a fiduciary duty and duty of loyalty to GNI and

to Plaintiff Hubbard.

101. At all times relevant defendant Gee knew of the fiduciary duties of

defendants Thompson and Trotter and that they were beaching their duties and

defendant Gee aided and abetted those breaches. Defendant Gee substantially

assisted or encouraged defendants Thompson and Trotter in their scheme and their

breaches of fiduciary duties.


and Trotter to commit the acts complained of herein which were unlawful or


103. Defendants have a fiduciary duty to act fairly and not to act in favor of

one group to the detriment of others, and are required to account to the Companies

and hold as trustee for them any profits derived from their business.

104. Plaintiff Hubbard has a direct right of action to enforce the aforesaid

fiduciary duties.

105. Defendants have breached their fiduciary duties to Plaintiff by conduct

including, but not limited to, the following:

a) Refusal to declare dividends;

b) Remove funds from the businesses through excessive

compensation;

c) Disproportionately high salaries;

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d) Withholding business information;

e) Failing to hold meetings;

f) Excluding the minority from a meaningful role in decision making;

g) Self-dealing;

h) Diversion of the property and business opportunities of the

companies;

i) Denying Hubbard a fair share of the benefits of the business

activities;

j) Usurping corporate opportunity by permitting the use of the

registered mark The Roots without appropriate compensation;

k) Drastically reducing the income paid to Plaintiff Hubbard; and

l) Denial of access to requested books and records.

106. As a result of the bad faith conduct and breaches of fiduciary duties of

defendants Thompson, Trotter and Gee, Plaintiff Hubbard has suffered damages in

the form of lost income, unpaid dividends, undistributed profits, consequential

damages in the form of lost interest and investment opportunity, loss of right as a

shareholder, and expenses and legal fees.

107. Plaintiff Hubbard has been excluded from his proper share of benefits

accruing from the enterprises as a result of the defendants' bad faith and breaches of

fiduciary duties.

108. Defendants' breaches of their duties were willful and/or in reckless

disregard of the rights of Plaintiff Hubbard, and are so shocking, outrageous and in

bad faith that punitive damages are warranted.

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WHEREFORE, Plaintiff Leonard N. Hubbard demands judgment in his favor

and against the defendants Ahmir Thompson, Tarik Trotter and Shawn Gee,

enjoining breaches of their fiduciary duties; an award to Plaintiff of such monetary

damages as he may establish at trial which are in excess of $50,000; punitive

damages; an award to Plaintiff of the costs and expenses incurred in bringing this

action, including reasonable attorneys' fees; and such relief as this Court may deem

just and proper under the circumstances.

COUNT III


(Breach of Fiduciary Duty)



110. As a result of their positions as members of Grand Wizards, LLC and

Okay Tours, LLC, defendants Thompson and Trotter owe a fiduciary duty and duty of

loyalty to Grand Wizards, LLC, and Okay Tours, LLC and to Plaintiff Hubbard who is

a 25% owner of Grand Wizards, LLC and one-third owner of Okay Tours, LLC.

111. At all times relevant defendant Gee knew of the fiduciary duties of

defendants Thompson and Trotter and that they were beaching their duties and

defendant Gee aided and abetted those breaches. Defendant Gee substantially

assisted or encouraged defendants Thompson and Trotter in their scheme and their

breaches of fiduciary duties.

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and Trotter to commit the acts complained of herein which were unlawful or


113. Defendants have a fiduciary duty to act fairly and not to act in favor of

one group to the detriment of others, and are required to account to the Companies

and hold as trustee for them any profits derived from their business.

114. Plaintiff Hubbard has a direct right of action to enforce the aforesaid

fiduciary duties.

115. Defendants have breached their fiduciary duties to Plaintiff by conduct

including, but not limited to, the following:

a) Refusal to declare dividends;

b) Remove funds from the businesses through excessive

compensation;

c) Disproportionately high salaries;

d) Withholding business information;

e) Failing to hold meetings;

f) Excluding the minority from a meaningful role in decision making;

g) Self-dealing;

h) Diversion of the property and business opportunities of the

companies;

i) Denying Hubbard a fair share of the benefits of the business

activities;

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j) Usurping corporate opportunity by permitting the use of the

registered mark The Roots without appropriate compensation;

k) Drastically reducing the income paid to Plaintiff Hubbard; and

l) Denial of access to requested books and records.

116. As a result of the bad faith conduct and breaches of fiduciary duties of

defendants Thompson, Trotter and Gee, Plaintiff Hubbard has suffered damages in

the form of lost income, unpaid dividends, undistributed profits, consequential

damages in the form of lost interest and investment opportunity, loss of right as a

member, and expenses and legal fees.

117. Plaintiff Hubbard has been excluded from his proper share of benefits

accruing from the enterprises as a result of the defendants' bad faith and breaches of

fiduciary duties.

118. Defendants' breaches of their duties were willful and/or in reckless

disregard of the rights of Plaintiff Hubbard, and are so shocking, outrageous and in

bad faith that punitive damages are warranted.


and against the defendants Ahmir Thompson, Tarik Trotter and Shawn Gee,

enjoining breaches of their fiduciary duties; an award to Plaintiff of such monetary

damages as he may establish at trial which are in excess of $50,000; punitive

damages; an award to Plaintiff of the costs and expenses incurred in bringing this

action, including reasonable attorneys' fees; and such relief as this Court may deem

just and proper under the circumstances.

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COUNT IV

PLAINTIFF V. AHMIR THOMPSON AND TARIK TROTTER AND GNI

(Appointment of Custodian/Receiver)



120. The actions of defendants Ahmir Thompson and Tarik Trotter, being in

control of GNI, in defeating the rights and expectations of Plaintiff Hubbard were

oppressive conduct.

121. Defendants Thompson and Trotter unlawfully attempted to, and did

operate 100% control of the shares, profits and other benefits of GNI thereby

substantially diminishing the power and compensation of Plaintiff Hubbard and

further, substantially diminishing the fair value of Plaintiff Hubbards shares in GNI.

122. Plaintiff is entitled to relief pursuant to the Pennsylvania Business

Corporation Law, 15 Pa.C.S.A. 1767.

WHEREFORE, Plaintiff Leonard N. Hubbard requests that this Court grant

judgment in his favor and against defendants Ahmir Thompson, Tarik Trotter and

GNI and appoint a custodian or receiver to manage the affairs of GNI and authorize

the custodian or receiver to act to the full extent of the authority provide for under the

Pennsylvania Business Corporation Law, and award Plaintiff the costs and expenses

incurred in bringing this action, including reasonable attorneys' fees, together with

such relief as this Court may deem just and proper under the circumstances.

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COUNT VI

PLAINTIFF V. GNI, AHMIR THOMPSON, TARIK TROTTER AND SHAWN GEE

(Shareholder derivative action)



128. Plaintiff Hubbard brings this action as a shareholder of GNI.

129. At all times mentioned, Plaintiff was and is the owner and holder of

capital shares of GNI.

130. Plaintiff Hubbard has come to learn that defendants Thompson and

Trotter, in conspiracy with defendant Gee, have engaged in an artifice and scheme,

all to the detriment of GNI and the minority shareholder, Plaintiff herein, to do the

following:

a) Mismanage the corporation.

b) Refusal to declare dividends;

c) Remove funds from the businesses through excessive

compensation;

d) Disproportionately high salaries;

e) Self-dealing;

f) Diversion of the property and business opportunities of the

companies; and

g) Usurping corporate opportunity by permitting the use of the

registered mark The Roots without appropriate compensation.

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131. The actions of defendants as aforesaid are illegal, oppressive and

fraudulent.

132. The funds and opportunities of GNI have been misapplied to defendants'

own personal use.

133. Plaintiff made a demand on September 21, 2015 upon defendants to form

a special litigation committee or to commence an action against Ahmir Thompson,

Tarik Trotter and Shawn Gee. They did not take action in response to that demand. A

true and correct copy of Plaintiffs demand is attached hereto as Exhibit A.

134. Plaintiff has on numerous and repeated occasions demanded that

defendants comport themselves to their duties, and, among other things, has

requested an accounting of funds of GNI. Despite such request, defendants have

consistently failed and refused to comport to their duties and have consistently failed

and refused to deal fairly and equitably with the claims and interests of Plaintiff

minority shareholder.


a) This Court ascertain and determine the losses sustained by

defendant Grand Negaz, Inc. by reason of the acts of defendants Ahmir Thompson,

Tarik Trotter and Shawn Gee;

b) Defendants Ahmir Thompson, Tarik Trotter and Shawn Gee be

directed to pay to defendant Grand Negaz, Inc. the sum found to be due and

judgment be entered against said defendants, jointly and severally, in the amount

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found to be due in favor of defendant corporation, together with interest on that amount;

c) Plaintiff, Leonard N. Hubbard be awarded reasonable expenses

for maintaining this action, including reasonable attorneys' fees and costs; and

d) Plaintiff, Leonard N. Hubbard be granted such other and further


COUNT VII


(Civil Conspiracy)



136. Defendants Thompson, Trotter and Gee have combined to and entered

into an agreement to deprive Plaintiff Hubbard of his rights as a shareholder of GNI

and a member of Grand Wizards, LLC and Okay Tours, LLC.

137. The agreement of defendants was for the purpose of performing an

unlawful act or to do an otherwise lawful act by unlawful means.

138. As a result of the actions of defendants, Plaintiff Hubbard has been

damaged as aforesaid.

139. Defendants' actions were willful and/or in reckless disregard of the

rights of Plaintiff Hubbard, and are so shocking, outrageous and in bad faith that

punitive damages are warranted.


and against the defendants Ahmir Thompson, Tarik Trotter and Shawn Gee, for such

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monetary damages as he may establish at trial which are in excess of $50,000;

punitive damages; award to Plaintiff of the costs and expenses incurred in bringing

this action, including reasonable attorneys' fees; and such relief as this Court may

deem just and proper under the circumstances.

COUNT VIII


(Constructive Fraud)



141. As a result of their positions with GNI, Grand Wizards, LLC and Okay

Tours, LLC, defendants Thompson, Trotter and Gee had a fiduciary and/or special

relationship with and duties to Plaintiff Hubbard.

142. Defendants have been and continue to be in breach of their duties to

Plaintiff and have withheld information from and otherwise deceived Plaintiff

Hubbard in regard to his financial and legal rights.

143. As a result of defendants' deceit and refusal to disclose information

Plaintiff has been deprived of his rights and has suffered damages as aforesaid.

144. Defendant's actions were willful and/or in reckless disregard of the




and against the defendants Ahmir Thompson, Tarik Trotter and Shawn Gee, for such

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monetary damages as he may establish at trial which are in excess of $50,000;

punitive damages; award to Plaintiff of the costs and expenses incurred in bringing

this action, including reasonable attorneys' fees; and such relief as this Court may

deem just and proper under the circumstances.

COUNT IX

PLAINTIFF V. GNI

(Access to Corporate Records)



146. Plaintiff Hubbard as a shareholder of GNI is entitled to access to

corporate records, including, without limitation, the share register, books, and

records of account; and the records of the proceedings of the incorporators,

shareholders and directors.

147. On or about September 21, 2015, Plaintiff requested that the defendant

corporation permit him to inspect, either personally or through his duly authorized

representatives, the books and records of the corporation. A copy of his request,

which was made pursuant to the Pennsylvania Business Corporation Law, as

amended, 15 P.S. 1508 (inadvertently identified as 1308), is attached hereto as

Exhibit "B."

148. On September 28, 2015, defendant, through its counsel, rejected

Plaintiff's request to inspect the corporation's books and records.

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records, copies of income tax returns (not limited to K-1s), and all other information as

is just and reasonable.

154. Despite reasonable request and demand given by Plaintiff on September

21, 2015, Plaintiff has been denied access to Company records of Grand Wizards, LLC

and Okay Tours, LLC. A true and correct copy of Plaintiffs request and demand is

attached here to as Exhibit C.


a) An Order from this Court commanding access to the Company

records of Grand Wizards, LLC and Okay Tours, LLC;

b) Plaintiff, Leonard N. Hubbard be awarded reasonable expenses

for maintaining this action, including reasonable attorneys' fees and costs; and

c) Plaintiff, Leonard N. Hubbard be granted such other and further


COUNT XI

PLAINTIFF V. KENDALL A. MINTER

(Breach of Contract)



156. After receiving in December 2011 notice from the Internal Revenue

Service of a notice of deficiency for the year 2009 and making inquiries about income

and benefits from his ownership in The Roots entities and The Roots generally;

Plaintiff Hubbard was not satisfied with the responses he was receiving.

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157. In about February 2012, Plaintiff Hubbard retained the professional

services of defendant Minter to advise Plaintiff and represent Plaintiff in regard to his

relationships with defendants and his legal rights arising from such relationships.

158. Defendant Minter is not licensed to practice law in Pennsylvania.

159. Defendant Minter holds himself out to the public and held himself out to

Plaintiff as an experienced and well connected attorney, as capable of handling or

coordinating complex matters, and as having an extensive network of colleagues

worldwide.

160. Defendant Minter holds himself out to the public and held himself out to

Plaintiff as capable of handling Plaintiff's legal matters competently and diligently.

161. Defendant Minter, by oral and written agreement, agreed to accept

representation of Plaintiff, to advise Plaintiff of his legal rights, to communicate with

defendants and their representatives, obtain information and negotiate on Plaintiff's

behalf, have the legitimate objectives of Plaintiff respected, and to refer Plaintiff to an

appropriate attorney or attorneys licensed in Pennsylvania should litigation be

necessary.

162. Defendant Minter proceeded to collect some records from defendants

but was not successful in obtaining all records necessary to appraise the financial

and/or legal position of Plaintiff with The Roots entities as they withheld and/or

refused to produce documents.

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163. Defendant Minter did not assert a right to the records of The Roots

entities under the Pennsylvania Business Corporation Law, 15 Pa. C.S.A. 1508.

164. Defendant Minter did not assert a right to the records of The Roots

entities under the Pennsylvania Limited Liability Company Law, 15 Pa. C.S.A. 8901

et seq.

165. Although he was not successful in obtaining all of the records sought,

Defendant Minter proceeded to negotiate with defendants, through their

representatives, an attempted resolution of claims of Plaintiff Hubbard without

success.

166. Defendant Minter did not explain or advise to Plaintiff Hubbard the

Statute of Limitations relating to any claims he may have concerning his legal rights

relating to The Roots entities.

167. Defendant Minter did not refer Plaintiff Hubbard to any of his network of

colleagues in an effort to protect any rights which may be lost by passage of the

Statute of Limitations.

168. Defendant Minter did not advise Plaintiff to start litigation in an effort to

protect any rights which may be lost by passage of the Statute of Limitations.

169. Defendant Minter continued to represent Plaintiff Hubbard until

December 2014 at which time his services were terminated by Plaintiff.

170. During the time that defendant Minter represented Plaintiff Hubbard,

defendant may have permitted certain Statutes of Limitation to pass.

171. Plaintiff, as set forth above, had meritorious claims against defendants

during Minter's representation of Plaintiff Hubbard, and if an action had been brought

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within the Statute of Limitations, they would have gone to a trial and resulted in a

substantial recovery and relief for the Plaintiff.

172. Plaintiff performed all the conditions required of him by the contract.

173. Defendant Minter failed to perform the conditions of the contract on his

part in that he failed to advise Plaintiff to bring suit, refer the matter for suit, advise

Plaintiff of the Statute of Limitations, or institute and prosecute certain causes of

action for the Plaintiff against defendants within the Statute of Limitations.

174. Plaintiff is now barred from bringing some or all of Plaintiff's actions

against the defendants because there was no action brought within the applicable

Statute of Limitations.

175. As a result of defendant's failure to comply with the conditions of the

contract between the parties, the Plaintiff has not recovered and is prevented from

recovering from the defendants some or all of Plaintiff's legitimate claims.

WHEREFORE, Plaintiff Leonard N. Hubbard, in the alternative to those claims

asserted against the other defendants in this action which may be barred by the

actions of defendant Kendall A. Minter, demands judgment in his favor and against

the defendant Kendall A. Minter, for such monetary damages as he may establish at

trial which are in excess of $50,000, award to Plaintiff of the costs incurred in bringing

this action, interest, and such relief as this Court may deem just and proper under the

circumstances.

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COUNT XII


(Professional Negligence)



177. Defendant Minter was careless and negligent in that:

a) he failed to exercise the ordinary care, skill and diligence required

of an attorney;

b) he failed to advise Plaintiff of the Statute of Limitations;

c) he failed to refer Plaintiff to other counsel prior to the expiration of

the Statute of Limitations;

d) he failed to advise Plaintiff to consult with other counsel prior to

the expiration of the Statute of Limitations;

e) he failed to file any action within the Statute of Limitations; and

f) he breached a fiduciary duty owed to Plaintiff.

178. Solely because of defendant's negligence, Plaintiff has been deprived of

his right to seek relief and compensation for the deprivation of his legal rights and

injuries from the other defendants as set forth above.

WHEREFORE, Plaintiff Leonard N. Hubbard, in the alternative to those claims

asserted against the other defendants in this action which may be barred by the

actions of defendant Kendall A. Minter, demands judgment in his favor and against

the defendant Kendall A. Minter, for such monetary damages as he may establish at

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trial which are in excess of $50,000, award to Plaintiff of the costs incurred in bringing

this action, interest, and such relief as this Court may deem just and proper under the

circumstances.

COUNT XIII


(Constructive Fraud)



180. In communication with defendant Minter in about February 2012,

Plaintiff Hubbard in an effort to explore conflicts inquired as to whether Mr. Minter

had any business or financial dealings with any of the parties involved, including

defendant Gee, which would compromise his representation of Plaintiff Hubbard.

181. Upon said inquiry, defendant Minter represented to Plaintiff Hubbard

that he had no past or present business or financial dealings with any of the parties

involved, including defendant Gee, that would in any way compromise his zealous

advocacy on behalf of Plaintiff Hubbard.

182. In about December 2014, defendant Minter disclosed for the first time

that he had two clients who were also represented by defendant Gee, and that he

(defendant Minter) had been actively working with defendant Gee to maximize

business opportunities for these clients with defendant Gee and Gee-controlled

entities.

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183. Defendant Minter had a fiduciary duty to Plaintiff Hubbard and was

otherwise obligated to disclose his professional and business relationships with

defendant Gee.

184. In determining whether to retain and continue representation with

defendant Minter, Plaintiff Hubbard relied upon the representations of defendant

Minter that he had no business or financial relationships with any of the parties

including defendant Gee.

185. As a result of defendant Minter's refusal to disclose his conflicts, Plaintiff

has been deprived of his right to seek relief and compensation for the deprivation of

his legal rights and injuries from the other defendants as set forth above.

186. Defendant's actions were willful and/or in reckless disregard of the



WHEREFORE, Plaintiff Leonard N. Hubbard, demands judgment in his favor

and against defendant Kendall A. Minter, for such monetary damages as he may

establish at trial which are in excess of $50,000, award to Plaintiff of the costs

incurred in bringing this action, interest, punitive damages, and such relief as this

Court may deem just and proper under the circumstances.

BERNHARDT, ROTHERMEL & SIEGEL, P.C.

Dated: October 1, 2015 BY: /s/ Frank A. RothermelFrank A. Rothermel (#54038)

Attorney for Plaintiff

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Of counsel:

Michael J. McCaney, Jr.Attorney ID No.: 28013

1515 Market Street

Suite 1505

Philadelphia PA 19102(215) 496-0177Email: [email protected]

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10/1/15

Documents

Leonard Hubbard lawsuit