Case 1:14-cv-20190-CMA Document 1 Entered on FLSD Docket 01/17/2014 Page 1 of 8

IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF FLORIDA
WAVE HILL INVESTORS, LLC,
Plaintiff
v.
MASTERMIND TECHNOLOGIES
LLC and MEDX GROUP, CORP.,
Defendants.

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Case No. _______________
COMPLAINT FOR BREACH OF
PROMISSORY NOTE AND BREACH OF
GUARANTY
DEMAND FOR JURY TRIAL

Plaintiff Wave Hill Investors, LLC (“Wave Hill”), hereby states and alleges as follows:
PARTIES
1.

At all material times, Wave Hill has been and now is a Nevada limited liability

company with its principal place of business at 8330 West Sahara Avenue, Suite 210, Las Vegas,
Nevada 89117. Wave Hill has two individual members; one is a citizen of New York and the
other a citizen of Georgia.
2.

Defendant MasterMind Technologies LLC (“MasterMind”) is a Florida limited

liability company having its principal place of business at 8870 Sunset Drive, Miami, Florida
33173. MasterMind has four individual members, none of whom are citizens of Nevada.
3.

Defendant MedX Group, Corp. (“MedX”) is a Florida corporation having its

principal place of business at 8770 Southwest 72nd Street, Suite 459, Miami, Florida 33173.
JURISDICTION AND VENUE
4.

Jurisdiction exists under 28 U.S.C. §1332 as this is an action between citizens of

different states and the amount in controversy exceeds $75,000 exclusive of interest and costs.

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Complaint for Breach of
Promissory Note and Breach of Guaranty

5.

Venue is proper under 28 U.S.C. §1391 as MasterMind and MedX are both

subject to personal jurisdiction in this District, and are therefore deemed residents of this District
pursuant to 28 U.S.C. §1391.
FACTUAL ALLEGATIONS
The Promissory Note and Security Agreement between Wave Hill and MasterMind
6.

On September 18, 2012, Wave Hill and MasterMind entered into a Promissory

Note and Security Agreement (the “Note”) through which Wave Hill agreed to loan $100,000 to
MasterMind. A true and correct copy of the Note is attached hereto as Exhibit A.
7.

Under the terms of the Note, interest accrues on the loan at an annual rate of 3.0%,

commencing September 18, 2012 and accruing until the date the loan is repaid. See Exhibit A,
Note at ¶ 3.
8.

The principal balance of the loan, together with accrued interest, was due on

December 31, 2013 (the “Maturity Date”). Id.
9.

As collateral for MasterMind’s obligations under the Note, MasterMind granted

to Wave Hill a security interest in all right, title and interest owned or acquired by MasterMind
and to MasterMind’s personal property (the “MasterMind Collateral”). Id.
10.

The Note is binding on MasterMind and its successors and assigns and expressly

requires that MasterMind’s affiliate corporation, MedX, provide a Corporate Loan Guaranty to
Wave Hill. Id. at ¶ 3.
11.

The Note provides that MasterMind is in default if it fails to make payment of the

principal and accrued interest when due, and does not remedy the non-payment within 15 days.
Id. at ¶ 5(a).

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Complaint for Breach of
Promissory Note and Breach of Guaranty

12.

Additionally, MasterMind is in default if, among other things, it becomes

insolvent, ceases to pay its debts as they mature, files a petition for reorganization, is found to
have made false or fraudulent representations, willfully converted corporate funds, breached its
obligation to make full disclosures, and/or breached its fiduciary duty to the LLC or its members.
Id. at ¶ 5(b)-(c).
13.

The Note provides that upon MasterMind’s default, Wave Hill may accelerate and

declare the balance due immediately, and commence suit. Id. at ¶ 6(a).
14.

Wave Hill is also entitled, upon default, to take possession of the Collateral,

demand that MasterMind assemble the MasterMind Collateral for delivery to Wave Hill, sell or
dispose of the MasterMind Collateral, and/or foreclose on MasterMind’s personal property. Id.
at ¶6(b)-(f).
15.

The Note also specifies that Wave Hill is entitled to compensation for any

expenses that Wave Hill deems necessary for collection on the Note, including but not limited to
its attorneys’ fees and costs. Id. at ¶ 13.
The Corporate Loan Guaranty Between Wave Hill and MedX
16.

As required under the Note, on September 18, 2012, MedX executed a Corporate

Loan Guaranty (the “Guaranty”) in favor of Wave Hill, a true and correct copy of which is
attached hereto as Exhibit B.
17.

Under the Guaranty, MedX unconditionally guarantees each and every one of

MasterMind’s Obligations under the Note, present and future, pursuant to or in connection with
that transaction. See Exhibit B, Guaranty at Introduction.

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Complaint for Breach of
Promissory Note and Breach of Guaranty

18.

The Guaranty provides that in the event of a default by MasterMind, MedX will,

upon Wave Hill’s demand, immediately pay all amounts due, including interest and fees. Id. at ¶
1.
19.

MedX’s obligations under the Guaranty are independent of MasterMind’s

obligations under the Note, and the Guaranty expressly allows Wave Hill to bring a separate
action against MedX to enforce the Guaranty. Id. at ¶ 2.
20.

The Guaranty specifies that MedX’s liability is not affected in the event

MasterMind becomes insolvent or bankrupt. Id. at ¶ 7.
21.

The Guaranty grants a security interest to Wave Hill as to all of MedX’s personal

property (the “MedX Collateral”) and authorizes Wave Hill to file financing statements to
perfect or protect Wave Hill’s security in the MedX Collateral. Id. at ¶¶ 3-4.
22.

Under the terms of the Guaranty, MedX is required to prepare and keep, in

accordance with GAAP, complete and accurate records regarding the MedX Collateral. Id. at ¶ 4.
23.

The Guaranty provides that MedX must pay reasonable attorneys’ fees and

reasonable expenses that Wave Hill incurs in enforcing the Guaranty. Id. at ¶ 10.
MasterMind’s Default and Wave Hill’s Demand for Repayment
24.

On January 1, 2014, Wave Hill notified MasterMind that the Maturity Date for

the loan had passed on December 31, 2013, and demanded repayment of the principal and
accrued interest due under the Note. See January 1, 2014 letter from William D. Hagedorn to
William MacLaney, Jorge Perez, Keith Heinicke and Ricardo Perez, attached hereto as Exhibit C.
25.

Under the terms of the Note, MasterMind had 15 days from the Maturity Date to

make payment. MasterMind has not done so, and is thus in default.

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Complaint for Breach of
Promissory Note and Breach of Guaranty

26.

As a result of MasterMind’s default, Wave Hill now has the right to commence

suit for collection of the unpaid principal and accrued interest due under the Note, to take
possession of the MasterMind Collateral, request that MasterMind assemble the MasterMind
Collateral, sell or dispose of the MasterMind Collateral, and foreclose on any personal property
owned by MasterMind.
27.

Further, as a result of MasterMind’s Default, Wave Hill notified MedX on

January 1, 2014 of MasterMind’s failure to pay the amounts due as of the Maturity Date, and
demanded repayment of the principal and accrued interest due under the Note, per the terms of
the Guaranty. Id.
COUNT I
BREACH OF CONTRACT ON NOTE
(Against MasterMind)
28.

Wave Hill realleges and incorporates herein by reference paragraph 1 through 27

of this Complaint.
29.

Pursuant to the Note, MasterMind is obligated to pay the indebtedness under the

30.

All of the obligations under the Note are now immediately due and payable.

Note.

MasterMind’s failure to satisfy the obligations under the Note constitutes a breach of the Note.
31.

As a direct and proximate result of MasterMind’s breach, Wave Hill is entitled to

recover from MasterMind, damages under the Note, in the form of unpaid principal in the
amount of $100,000, plus interest at the rate of 3.0% per annum commencing September 18,
2012 until the date of repayment of the principal.
32.

Wave Hill is entitled to recover from MasterMind such additional sums, including

attorneys’ fees and costs both before and after this Complaint is filed, incurred by Wave Hill in
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Complaint for Breach of
Promissory Note and Breach of Guaranty

the enforcement of MasterMind’s obligations, and protection of Wave Hills interests and rights
under the Note.
33.

Additionally, Wave Hill is entitled to demand that MasterMind assemble the

MasterMind Collateral at an acceptable location for delivery to Wave Hill. Wave Hill requests
that the Court order MasterMind to provide Wave Hill with a complete list of the MasterMind
Collateral, including a description of each item and its current location.
COUNT II
BREACH OF CONTRACT ON GUARANTY
(Against MedX)
34.

Wave Hill realleges and incorporates herein by reference paragraph 1 through 33

of this Complaint.
35.

The obligations of MasterMind to Wave Hill are guaranteed by MedX pursuant to

the Guaranty. MedX provided an unlimited and unconditional guaranty of the obligations of
MasterMind to Wave Hill, and upon MasterMind’s default must immediately pay all amounts
due, including interest and fees.
36.

The failure by MedX to timely make required payments under the Guaranty

constitutes a breach of the Guaranty. As a direct and proximate result of the breach of the
Guaranty by MedX, Wave Hill is entitled to recover damages in the form of unpaid principal in
the amount of $100,000, plus interest at the rate of 3.0% per annum commencing September 18,
2012 until the date of repayment of the principal.
37.

Wave Hill is also entitled to recover from MedX such additional sums, including

attorneys’ fees and costs both before and after this Complaint if filed, incurred by Wave Hill in
the enforcement of MedX’s obligations, and protection of Wave Hills interests and rights under
the Guaranty.
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Complaint for Breach of
Promissory Note and Breach of Guaranty

38.

Additionally, MedX is required to prepare and keep, in accordance with GAAP,

complete and accurate records regarding the MedX Collateral. Wave Hill requests that the Court
order MasterMind to provide Wave Hill with a complete list of the MedX Collateral, including a
description of each item and its current location.
RELIEF REQUESTED
Wherefore, Plaintiff prays for relief and judgment as follows:
a.

An award of compensatory damages and other damages available by law in an

amount to be proved at trial, plus pre-judgment interest as permitted by law;
b.

An award of Plaintiff’s attorneys’ fees, costs and other expenses;

c.

An order requiring MasterMind to provide a complete list of the MasterMind

Collateral, including a description of each item and its current location;
d.

An order requiring MedX to provide a complete list of the MedX Collateral,

including a description of each item and its current location;
e.

Such other and further relief as is just and proper.

January 17, 2014.

Respectfully submitted,
/s/ Rebecca Bratter ______________
Rebecca Bratter (Bar No. 685100)
rebecca.bratter@gmlaw.com
Greenspoon Marder, P.A.
200 E. Broward Blvd., Suite 1500
Fort Lauderdale, FL 33301
Telephone: (954) 343-6951
Fax: (954) 343-9652
Counsel for Plaintiff Wave Hill Investors, LLC
William D. Hagedorn (pro hac vice forthcoming)
w.hagedorn@clearspire.com
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Complaint for Breach of
Promissory Note and Breach of Guaranty

Emily E. Terrell (pro hac vice forthcoming)
e.terrell@clearspire.com
Clearspire Law Company, PLLC
1747 Pennsylvania Ave, N.W., Suite 200
Washington, D.C. 20006
Telephone: (202) 549-1200
Fax: (202) 296-1044
Counsel for Plaintiff Wave Hill Investors, LLC
36123.0001-16687416

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