COURT OF COMMON PLEAS HAMILTON COUNTY, OHIO CINTRIFUSE LANDLORD, LLC, 1203 Walnut St, 4th Floor Cincinnati, Ohio 45202 Plain tiff PANINO, LLC 1313 Vine St. Cincinnati, Ohio 45202 Serve Also: Remo A. Loreto, Registered Agent and NINO LORETO Defendants. Case No. Judge COMPLAINT FOR REPLEVIN, BREACH OF CONTRACT, AND CONVERSION Plaintiff Cintrifuse Landlord, LLC (?Cintrifuse? or ?Plaintiff?? brings this Complaint for Replevin, Breach of Contract, and Conversion against Defendants Panino, LLC (?Panino?) and Nino Loreto (?Loret0? and together with Panino, ?Defendants?) and alleges as follows: PARTIES 1. Cinti?ifuse is an Ohio limited liability company with its principal place of business located at 1203 Walnut St, 4th Floor, Cincinnati, Ohio 45202. 2. Panino is an Ohio limited liability company with its principal place of business formerly located at 1313?1315 Vine St., Cincinnati, Ohio 45202. 3. Loreto is an individual residing in Hamilton County, Ohio JURISDICTION AND VENUE 4. This Court has jurisdiction over this action under O.R.C. (3), and (8) because Plaintiff and Defendants are residents of Ohio; the transactions, acts, and omissions underlying the allegations in the Complaint occurred in Ohio; and the premises subject to the lease at issue is located in Ohio. 5. Venue is proper in Hamilton County under Ohio Civ. R. and (6) because Defendants reside and have their principal place of business in Hamilton County, the activity that gave rise to the claim for relief occurred in Hamilton County, and because the claim for relief itself arose in Hamilton County. 6. Venue is also proper because Defendants consented to venue in Hamilton County pursuant to Paragraph 23.9 of the Lease between the parties (the ?Lease?), attached hereto as Exhibit 1.1 FACTUAL BACKGROUND 7. Cintrifuse Innovation Hub, LLC is the owner of real property located at 1313- 1315 Vine St, Cincinnati, Ohio 45202 (the ?Premises?). 8. Cintrifuse Innovation Hub, LLC leased the Premises to Cintrifuse Master Tenant, LLC. 9. Cintrifuse Master Tenant, LLC then leased the Premises to the Plaintiff. 10. On or about April 29, 2016, Cintrifuse leased the Premises to Panino for the purpose of Operating a restaurant. 3 The parties signed an amendment to the Lease, but an executed copy was not retained. Therefore, the unexecuted copy of the amendment is included in the attachment. 11. In conjunction with the Lease, Loreto executed a Guaranty (the ?Gnaranty?) of Panino?s performance of its obligations under the Lease. The Guaranty is attached to the Lease as Exhibit D. 12. Under the terms of the Lease, Panino agreed to, among other things, pay minimum rent on the ?rst day of each month, percentage rentals within 30 days after the end of each calendar quarter, and certain other additional rents including, but not limited to, insurance costs and taxes. See Lease Articles 4 and 6. 13. The Lease also grants Cintrifuse a security interest in all goods, equipment, ?xtures, furniture, inventory, accounts, contract rights, chattel paper, general intangibles, and other personal property of Defendants situated on the Premises and in the proceeds thereof (the ?Collateral?). See Lease, Article 24 14. On or about December 16, 2019, Cintrifuse ?led a UCC Financing Statement for the Collateral with the Ohio Secretary of State (the ?Financing Statement?). A true and correct copy of the Financing Statement is attached as Exhibit 2. 15. Panino has failed to pay rent according to the terms of the Lease. 16. As of the date of this ?ling, Defendants are in arrears under the Lease and Guaranty in an amount in excess of $85,000.00. 17. Cintri?ise noti?ed Panino on November 25, 2019 of its default under the Lease and demanded that Panino vacate the Premises and leave the Collateral at the Premises (the ?Notice?). A true and correct copy of that Notice is attached as Exhibit 3. 18. Panino vacated the Premises on. or about December 21, 2019. 19. However, upon vacating the Fremises?wand deSpite repeated warnings not to do sow?Defendants removed various items constituting the Collateral, the precise nature and quantity of which is unknown at present, but which includes various items of furniture, fixtures, and restaurant equipment. COUNT I REPLEVIN 20. Cintri?ise reasserts the allegations in the foregoing paragraphs as if fully set forth herein. 21. Pursuant to Article 24 of the Lease, Cintrifuse has a security interest in the Collateral, which it perfected under O.R.C. 1309 et seq. by ?ling the Financing Statement. 22. Defendants came into possession of the Collateral in the course and scope of their operation of the restaurant. 23. Defendants have failed to perform their obligations under the Lease and Guaranty, and Cintrifuse is thus entitled to possession of the Collateral in accordance with the terms of the Lease. 24. Defendants no longer have a right to possession of the Collateralgag?a?r?esult of their breach of the Lease and Guaranty. 25. Cintrifuse has made a demand upon Defendants for possession of the Collateral, but Defendants have refused to surrender possession. 26. The precise value of the Collateral is estimated 27. To the best of Cintrifuse?s knowledge, the Collateral is currently located at 2531 Bartlett Street, Cincinnati, Ohio 45214. 28. Cintrifuse has and will continue to be damaged by Defendants? possession and use of the Collateral, which subjects the Collateral to depreciation and potential damage. 29. The Collateral has not been taken for any tax, assessment, or ?ne pursuant to statute. Nor has the Collateral been seized under any process, execution, or attachment. 30. Under the provisions of Ohio Civ. R. 64 and O.R.C. 2737 et seq, Cintrifuse is entitled to the issuance of an order directing the Sheriff of Hamilton County, or any other county in which the Collateral may be located, to take immediate possession of and deliver over to Cintri?ise the Collateral upon the ?ling of an appropriate bond in accordance with the provisions of O.R.C. 2737.10. COUNT II CONVERSION 31. Cintrifuse reasserts the allegations in the foregoing paragraphs as if fully set forth herein. 32. Defendants are exercising control over the Collateral in a manner inconsistent with Cintrifuse?s security interest in the Collateral and its right to possession thereof. 33. Defendants? exercise of control over the Collateral is unlawful. 34. As a result of Defendants? conduct, Cintrifuse has been damaged in an amount to be proven at trial. COUNT BREACH OF CONTRACT 35. Cintrifuse reasserts the allegations in the foregoing paragraphs as if fully set forth herein. 36. The Lease and Guaranty are valid and binding contracts between the parties. 37. Cintrifuse has performed its obligations under the Lease and Guaranty. 38. Defendants have failed to perform their obligations under the Lease and Guaranty by, among other things, failing to pay rent as required by the Lease and removing the Collateral from the Premises. 39. As a direct and proximate result of Defendants? conduct, Cintrifuse has been damaged in the amount in excess of $85,000.00, the exact amount of which will be proven at trial. WHEREFORE, as a result of the foregoing Cintrifuse demands: A. An order entitling Cintrifuse to immediate possession of the Collateral and directing the Sheriff of Hamilton County, or any other county in which the Collateral may be located, using whatever force is reasonably necessary to take possession of the Collateral and deliver it to Cintrifuse; B. An order granting judgment in favor of Cintrifuse and against Defendants that Cintrifuse is and was at the time of ?ling this Complaint entitled to immediate possession of the Collateral; C. Compensatory damages in an amount to be proven at trial, but no less than $85,000.00; D. Pursuant to Article 23.16 of the Lease, all attorney fees and other costs incurred by Cintrifuse in bringing this action; E. Pre?and post-judgment interest at the statutory rate; and F. Such other relief as the Court deems just and proper. submitted, Nicholas J. Pieczonka Nicholas J. Pieczonka (0087062) Michael L. Meyer (0093190) Taft Stettinius Hollister LLP 425 Walnut Street, Suite 1800 Cincinnati, OH 45202-3957 Phone: (513) 381?2838 Fax: (513) 381-0205 npieczonka@taftlaw.com mmeyer@taftlaw.com Altomeysfor Plar'm?i?r INSTRUCTIONS TO THE CLERK Please serve a copy of the Complaint and Summons via certi?ed mail, return receipt requested, upon Defendants Panino, LLC and Nino Loreto as listed in the caption. /s/Nicholas Pieezonka