.0 IN THE MARION COUNTY SUPERIOR COURT STATE OF INDIANA CIVIL DIVISION, ROOM COUNTY OF MARION CAUSE NUMBER: 490031405PL013008 Patrick Hughes, Plaintiff, VS. THE TODD ACADEMY, INC. and Sharon L. Todd. Defendants. FILED MAY302014 CZMM .r nit: me MARION anew ee?uar COMPLAINT AT LAW Comes now Plaintiff, Patrick Hughes, by and through his attorney, Andrew R. Bernlohr, and would allege and state as follows: >19? 10. GENERAL ALLEGATIONS At all times relevant herein, Plaintiff Patrick Hughes was a resident of Marion County. At all times relevant herein, Defendant The Todd Academy, Inc. was a corporation organized in the State of Indiana. At all times relevant herein, Defendant Sharon L. Todd was employed in Marion County. The Defendant Sharon L. Todd is an agent of the Defendant The Todd Academy, Inc. and has a unity of interest in the aforesaid corporation as she is involved in managing the business. The Plaintiff entered into the ?Loan Agreement? with Defendants The Todd Academy, Inc. and Sharon L. Todd on November 20, 2013. (See Attached Exhibit A) The Plaintiff has performed all terms required under the Loan Agreement. On November 20, 2013 Plaintiff satis?ed the terms of the Loan Agreement by providing Defendants The Todd Academy, Inc. and Sharon L. Todd with the $10,000.00 loan amount. Per the terms of the Loan Agreement Defendants The Todd Academy, Inc. and Sharon L. Todd were to repay the loan in its entirety, plus an agreed to $1,000.00 lending fee by 5:00 p.111. EST on December 21, 2013. (See Attached Exhibit A) Defendants The Todd Academy, Inc. and Sharon L. Todd failed to make timely repayment as agreed to in the Loan Agreement. On December 27, 2013 Plaintiff met with Defendant Sharon L. Todd to discuss I a repayment of the loan. On that same date. Plaintiff wrote an email to Defendant Sharon L. Todd memorializing the contents of their conversation- (See Attached Exhibit B) Per the December 27, 2013 meeting and email conversation, Plaintiff and Defendants The Todd Academy, Inc. and Sharon L. Todd agreed the principal balance would continue to accrue interest at the rate of 10% per month. Further, ., if payment was not made by 5:00 pm. EST on March 7, 2014 Defendants The 3? Todd Academy, Inc. and Sharon L. Todd would incur an interest charge of $1,500.00. At that point, the interest rate will move to 20% per month. Such terms were made part of the Loan Agreement which remained in effect. (See Attached Exhibit B) On December 28, 2013 Defendants The Todd Academy, Inc. and Sharon L. Todd expressly agreed to the terms in paragraph 1 1. (See Attached Exhibit B) On March 4, 2014, Plaintiff emailed Defendant Sharon L. Todd to inquire about repayment. Defendant Sharon L. Todd acknowledged the repayment would not be made per the December 27, 2014 agreement by March 7, 2014 and affirmed her knowledge and accepted that the $1,500.00 interest charge would be incurred. (See Attached Exhibit C) On April 8, 2014 Defendants The Todd Academy, Inc. and Sharon L. Todd provided Plaintiff with two checks. The first was in the amount of $10,000.00 and represented the principal balance owed. The second check was in the amount of $8952.31 and represented the $1,000.00 lending fee agreed to in the Loan Agreement plus outstanding interest owed on the principal. On April 8, 2014 Plaintiff was able to cash the $10,000.00 check but was informed that there were insufficient funds in the bank account of Defendants The Todd Academy, Inc. and Sharon L. Todd to cash the interest check in the amount of $8,952.3 1. On April 18, 2014 Plaintiff and Defendants The Todd Academy, Inc. and Sharon L. Todd agreed by email conversation that Defendants The Todd Academy, Inc. and Sharon L. Todd would incur no additional interest on the unpaid $8,952.31 if Defendants The Todd Academy, Inc. and Sharon L. Todd made funds available to pay the $8,952.31 by 5:00 pm. EST on April 25, 2014. Should payment not be made by said date, interest would accrue at a rate of $40 per day, a rate signi?cantly more favorable to Defendants The Todd Academy, Inc. and Sharon L. Todd than the previously agreed to 20% per month rate. (See Attached Exhibit D) To date, Defendants The Todd Academy, Inc. and Sharon L. Todd have failed to make funds available to cash the $8,952.31 check in Plaintiff?s possession. 12. l3. 14. 15. l6. l7. COUNT I: BREACH OF CONTRACT The Todd Academy, Inc. 18. Plaintiff realleges all allegations contained in paragraphs 1 17. 19. Defendant The Todd Academy, Inc. has failed to perform and breached terms required pursuant to the Agreement and all additions made and agreed to via email communication. 20. Defendant The Todd Academy, Inc has failed to make interest payments as agreed to by both parties through email conversation. 21. Defendant The Todd Academy, Inc maintains a debt of $8,952.31 representing unpaid interest on the original loan amount. 22. Plaintiff has afforded Defendant The Todd Academy, Inc multiple opportunities to pay the interest amount, including arrangements more favorable to Defendant The Todd Academy, Inc than was required. 23. Plaintiff has noti?ed Defendant The Todd Academy, Inc of the failure to perform on several occasions giving Defendant The Todd Academy, Inc an opportunity to P307- 24. Defendant The Todd Academy, Inc?s wrongful actions constitute a breach of the terms of the Loan Agreement and the agreed upon additions. 25. As a proximate result of Defendant The Todd Academy, Inc?s breach of the Loan Agreement and the agreed upon additions, Plaintiff has lost the benefit of his bargain. 26. As a. proximate result of Defendant The Todd Academy, Inc?s breach of the Loan Agreement and agreed upon additions, Plaintiff has lost $8,952.31. 27. As a proximate result of Defendant The Todd Academy, Inc?s breach of the Loan Agreement and agreed upon additions, Plaintiff has incurred Attorney?s Fees. Wherefore, the plaintiff prays the court for reasonable compensation for his damages, attorney fees, cost of this action and for all other prOper and just relief under the premises. By Andrew Bemlohr (Atty 28932?49) COUNT II: BREACH OF CONTRACT Sharon L. Todd 28. Plaintiff realleges all allegations contained in paragraphs 1 27. 29. Defendant Sharon L. Todd has failed to perform and breached terms required pursuant to the Agreement and all additions made and agreed to via email communication. 30. Defendant Sharon L. Todd has failed to make interest payments as agreed to by both parties through email conversation. 31. Defendant Sharon L. Todd maintains a debt of $8,952.31 representing unpaid interest on the original loan amount. 32. Plaintiff has afforded Defendant Sharon L. Todd multiple Opportunities to pay the interest amount, including arrangements more favorable to Defendant Sharon L. Todd than was required. 33. Plaintiff has noti?ed Defendant Sharon L. Todd of the failure to perform on several occasions giving Defendant Sharon L. Todd an opportunity to pay. 34. Defendant Sharon L. Todd?s wrongful actions constitute a breach of the terms of the Loan Agreement and the agreed upon additions. 35. As a proximate result of Defendant Sharon L. Todd?s breach of the Loan 36. 37. Agreement and the agreed upon additions, Plaintiff has lost the bene?t of his bargain. As a proximate result of Defendant Sharon L. Todd?s breach of the Loan Agreement and agreed upon additions, Plaintiff has lost $8,952.31. As a proximate result of Defendant Sharon L. Todd?s breach of the Loan Agreement and agreed upon additions, Plaintiff has incurred Attorney?s Fees. Wherefore, the plaintiff prays the court for reasonable compensation for his damages, attorney fees, cost of this action and for all other proper and just relief under the premises. 38. 39. 40. 41. 42. By%~ Andrew Bernlohr (Atty 28932?49) Piercing the Corporate Veil Sharon L. Todd Plaintiff incorporates paragraphs 1 through 37 as stated herein. At all times relevant herein Sharon L. Todd was the Chairman of the Board of Directors and Head of School for The Todd Academy, Inc. The defendant, Sharon L. Todd, has a unity of interest in The Todd Academy, Inc. as she is involved in managing the business, empowered with the duties, responsibilities to bind, purchase, make payment and monetary arrangement, both long and short term and maintain and manage contracts for the business. Defendant Sharon L. Todd has made representations and bound The Todd Academy to agreements that have been breached herein. As a result of Defendants? The Todd Academy, Inc. and Sharon L. Todd breach of contract, the Plaintiff has incurred loss, attorney?s fees, lost the bene?t of the bargain in said agreements and costs of this action. Wherefore, the plaintiff prays the court to pierce the corporate veil of The Todd Academy, Inc. and hold the Defendant Sharon L. Todd personally responsible for reasonable compensation for The Todd Academy, Inc. damages to the Plaintiff, attorney fees, cost of this action and for all other proper and just relief under the premises. Andrew?BernIOhr (Atty 28932-49) 3708 Delaware Street Indianapolis, IN 46205 317?804?4099 arbemlohr@gmail.com EXHIBITS A) Loan Agreement between Defendants The Todd Academy, Inc. and Sharon L. Todd and Plaintiff Patrick Hughes B) December 27, 2013 Email Communication C) March 4, 2014 Email Communication D) April 18, 2014 Email Communication ?0 OI LOAN AGREEMENT $10,000.00 November 19,2013 The LOANAGREE-MENT (the "Agreement"): For value received the undersigned, Todd Academy, Inc. and Sharon L. Todd 2801 S. Street, Indianapolis, IN 46225 (the "Borrower") promises to pay to the order of Patrick Hughes (the "Lender") the sum with the additional lending fee for the totalsum due 1. TERMS OF REPAYMENT A. Paym ents The entire lump sum of511,000.00 is due on or before 5:00 pm. EST on the 21SI day of December, 2013. B. Location of Paym em The payment may be made by certi?ed mail to the address ofthe Lender or by hand delivery to the Lender under terms acceptable to Lender. II. N. C. Type of Payment The payment may be made via business check from the Borrower or by certi?ed check or Wire transfer. SECURITY The Agreement is secured by the inventory of the Borrower. The Lender is not required to rely on the above security instrument and the assets secured therein for the Agreement in case of default, but may proceed directly against the Borrower. PRE PAYMENT The Borrower reserves the right to prepay this Agreement by making payment in full the loan and fee in the total of $1 13000.00. COLLECTION COSTS If the payment obligation under this Agreement is not paid when due, the Borrower agrees to pay all costs of collection, including attorney and mediation fees, regardless if a lawsuit is filed. DEFAULT If any of the following events occur, this Agreement and any Other obligations of the Borrower to the Lender shall become due immediately, Without demand or notice: I. the failure of Borrower $11,000.00 by 5:00pm. EST on December 21, 2013 Ex) the scheduled dissolution of the Borrower; U.) . the ?ling of bankruptcy proceeding involving the Borrower as a debtor; VI . VJI. 4. the niaking of a general assignment for the Borrower's creditors; U1 . the insolvency of the Borrower; 6. a misrepresentation by the Borrower to the Lender for the purpose of obtaining credit as speci?ed by the loan in the Agreement. 7. there is a sale. transfer, assignment, ?or any other disposition of assets and inventory pledged as security for the payment of the Agreement; 8. the death or removal of Sharon L. Todd as Head of School of Todd Academy. SEVERABILITY OF PROVISIONS If any one or more of the provisions in this Agreement are determined to be unenforceable, in Whole or in part, for any reason, the remaining provisions shall remain. fully operative. MISCELLANEOUS Allpayin ents with this Agreement shall be paid in the legal currency of the United States. The Borrower waives presentment for payment, protest, and notice of protest and nonpayment of this Agreement. No renewal or extension of this Agreement, delay in enforcing any right of the Lender under this Agreement shall affect the liability or the obligations of the Borrower. All rights of the Lender under this Agreement or cumulative and may be exercised concurrently or consecutively at the Lender?s option. . GOVERNING LAW This Agreement shall be construed in accordance with the laws of the State of Indiana 33 Fromi Sharon Todd i agree to the laid out terms. Sharon Todd Sent from my iPad On - ec 28, 2013, at 1.46 PM, Patrick Hughes wrote: Great. . 0 be Clear, YOU agree to the terms laid out if the loan is not totally repaid by March 7th? Sent from my iPad On Dec 27. 2013, at 4:46 PM, "Sharon L. Todd" wrote: Patrick, This is exactly where thought that we were in our conversation. Thank you for your help, Sharon From: Patrick Hughes Sent: Friday, December 27, 2013 4:10 PM To: Sharon L. Todd Subject: Loan Repayment Sharon, Thanks again for taking time to meet with me today and your proactive thinking to resolve the loan repayment in a timely manner. I am recapping our conversation from today to make sure that we are both on the same page moving forward and to create a written document of our plan in the unlikely chance that either one of us would need it. On December 27, 2013 at the Starbucks on 75th and Shadeland, we agreed that you will do everything in your power to repay the loan as soon as possible. You laid out three possible solutions above and beyond your funding from California which included: 1. A short-term loan that could potentially come around January 5th or 6th. 2. A secondary lender which would come aroundJanuary 20th 3. The use of the voucher funding which will come the last day of February. Until the loan is paid off, the money will continue to accrue 10% interest per month. If payment has not been received by 5:00 pm EST on March 7th an additional extremely late penalty charge will be due of $1500. (This charge is separate from all interest payments.) The interest percentage per month will also jump to 20% beginning on March 8th. This agreement is in addition to the original loan agreement made between us. All other terms of that loan remain in tact. respond to this email at your earliest 0 mm electron? response agreeing to the to to change them at a future date. If any cha work those out and resend an email detaili pportunity to con?rm whether this works for you. Your ms laid out above will be binding unless we mutually agree nges need to be made or further clari?cation required. we will ng all terms. iCk 1 mm Patr natal Thu, Mar 6. 2014 at 5:13 PM com> subject: Re: Checking in on repayment To: "Sharon L. Todd" wrote: it today but since vouchers don pril 8th and know I am incurring a I was hoping i would hav I will have it before the A 't arrive until the last day of March I'm still short. week. keep you poste penalty. may make a partial payment next Sharon From: Patrick Hughes Sent: Tuesday, March 04, 2014 1:38 PM To: Sharon L. Todd Subject: Checking in on repayment Sharon, wanted to check in on where you are at with the repayment. By my calculations, you currently owe me 13,842.40 as of today. I just want to remind you that if the loan repayment is not in my hand by 5:00 pm EST on March 7th, then the extremely late penalty that you agreed to of $1500 will be applied to the loan and the interest rate will jump to 20% from here on out. As i stated in a previous email, I will have to seek other avenues of collection if the loan is not repaid by April 8th and my hope is that you do not incur these extra penalties that we put in place to ensure payment by March 7th. Please let me know where you stand on making good on the loan. Thanks and i hope all is well. 0 m1 Sharon L. Todd Patrick, in the chaos of my world, thank you for coming by. know it was out of your way and appreciated it. That is a gracious offer. i agree to the terms however, I hope they are never necessary. Have a great weekend. Sharon From: Patrick Hughes Sent: Friday, April 18, 2014 2:26 PM To: Sharon L. Todd Subject: loan repayment follow up Sharon, I hope you get a chance to unplug this weekend and relax a little. Also, thanks for meeting with me brie?y yesterday. I understand that you are in a dif?cult position and I think you understand the dif?cult position I am in as well. That being said, i believe that is important for us to have something in writing regarding how we proceed from here since our loan agreement and our email agreement have expired. Here is whatl propose: I will waive any interest that is due on the remaining money owed as long as the remainder is paid by 5:00 pm EST on 4/25/14. If that does not occur, then I propose that the loan will continue to accrue interest of $40 per day for everyday there after until the loan is fully paid off. The $40 per day is signi?cantly cheaper for you than the 20% per month that you were paying. If for some unforeseeable reason I still have not had the full balance repaid by May 19th, I will be forced to get my attorney invoived which I do not want to do. Please respond and let me know your thoughts- At the end of the day, I want to help which is why l?m giving some leeway here, however, you have my money tied up which is part of my livelihood.