Filing # 110405351 E-Filed 07/17/2020 12:41:34 PM

IN THE CIRCUIT COURT OF THE
FOURTH JUDICIAL CIRCUIT, IN AND
FOR DUVAL COUNTY, FLORIDA
BENJAMIN PRIESTER and
JENNIFER REIBER,
Plaintiffs,

CASE NO.:

v.
FLORIDA COASTAL SCHOOL OF
LAW, INC.; INFILAW CORPORATION;
INFILAW HOLDING LLC;
STERLING CAPITAL PARTNERS L.P.;
INATOME ENTERPRISES, INC.; STERLING
FUND MANAGEMENT, LLC;
RICHARD INATOME individually, and
JOHN AND JANE DOES 1-20;
Defendants.
____________________________________/
COMPLAINT & DEMAND FOR JURY TRIAL
Plaintiffs, BENJAMIN PRIESTER and JENNIFER REIBER (“Plaintiffs”), through
undersigned counsel, files this Complaint against Defendants, FLORIDA COASTAL SCHOOL
OF LAW, INC.; INFILAW CORPORATION; INFILAW HOLDING LLC; STERLING
CAPITAL PARTNERS L.P.; INATOME ENTERPRISES, INC.; STERLING FUND
MANAGEMENT, LLC; and RICHARD INATOME individually, (“Defendants”), and states as
follows:
COURT JURISDICTION AND VENUE
1.

This is an action for damages that exceeds the sum of THIRTY THOUSAND

DOLLARS ($30,000.00), exclusive of costs, interest and attorneys’ fees. Accordingly, Plaintiff
has entered “$30,001” in the civil cover sheet for the “estimated amount of the claim” as
required in the preamble to the civil cover sheet for jurisdictional purposes only. The actual value

 of Plaintiffs’ claim(s) will be determined by a fair and just jury in accordance with Article 1,
Section 21, Fla. Const.
2.

This Court has jurisdiction over Plaintiffs’ claims because, at all times material

to this Complaint, Plaintiffs are employed by Defendants in Duval County, Florida.
3.

The illegal conduct complained of occurred within the judicial district in and for

Duval County, Florida.
4.

This is an action brought under Florida Common Law for Breach of Contract,

Promissory Estoppel and Civil Theft and under chapter 448 Florida Statutes, the Florida
Minimum Wage Act.
5.

Declaratory, injunctive, legal, and equitable reliefs are sought pursuant to the

laws set forth above together with attorney’s fees, costs, and damages.
PARTIES
6.

Plaintiff BENJAMIN PRIESTER resides in Duval County, Florida

7.

Plaintiff JENNIFER REIBER resides in St. Johns County, Florida.

8.

Defendant FLORIDA COASTAL SCHOOL OF LAW, INC. is incorporated

under the laws of Delaware with its principal place of business in Jacksonville, Florida.
9.

Defendant INFILAW CORPORATION is incorporated under the laws of

Delaware with its principal place of business in Naples, Florida.
10.

Defendant INFILAW HOLDING LLC is formed under the laws of Delaware

with its principal place of business in Naples, Florida.
11.

Defendant

STERLING

CAPITAL

PARTNERS,

L.P.,

and

Defendant

STERLING FUND MANAGEMENT, LLC (“the Sterling Funds”) bought Defendant FLORIDA
COASTAL SCHOOL OF LAW, INC. (“FCSL”) in 2004 and therefore own and control

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 Defendant FCSL. While two entities—InfiLaw Holding, LLC (“Holding”) and Infilaw
Corporation (“Corporation”) (collectively “InfiLaw”)—were nominally intermediate subsidiaries
between Defendant FCSL and the Sterling Funds, they existed primarily to obscure the actual
domination and control of Defendant FCSL by the Sterling Funds and/or Sterling Fund
Management, LLC (“SFM”), as described further below. Accordingly, these intermediate
corporate veils should be pierced and disregarded to allow liability to be imposed on the Sterling
Funds and/or SFM.
12.

Defendant SFM manages and controls the Sterling Funds’ portfolio companies,

including Defendant FCSL.
13.

Defendant INATOME ENTERPRISES, INC. is and has been a member or

agent of Defendant STERLING CAPITAL PARTNERS charged with the primary responsibility
for directing, managing, and otherwise overseeing and controlling INFILAW and FLORIDA
COASTAL SCHOOL OF LAW, INC. as investment assets (or liabilities) of the Sterling Funds.
14.

Defendant RICHARD INATOME is and has been a member or agent of

Defendant STERLING CAPITAL PARTNERS charged with the primary responsibility for
directing, managing, and otherwise overseeing and controlling INFILAW and FLORIDA
COASTAL SCHOOL OF LAW, INC. as investment assets (or liabilities) of the Sterling Funds.
15.

Defendant RICHARD INATOME consistently and pervasively acted as if

Defendant FCSL was a sole proprietorship or solely held or closely held company under his
exclusive direction and control, rather than a distinct legal entity created in the corporate form
which must comply with a variety of legal prerequisites in its management and operation.
16.

Defendant RICHARD INATOME repeatedly and consistently made decisions

about the operation of Defendant FCSL which were in his best interest personally, rather than in

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 the best interests of the corporation or its shareholders.
17.

Many of those decisions made by Defendant RICHARD INATOME would, if

he in fact duly held a position as director or officer of Defendant FCSL, constitute a breach of
the fiduciary duties owed to the corporation.
18.

During at least calendar year 2018 and calendar year 2019, Defendant

RICHARD INATOME consistently and repeatedly insisted that he was entitled to “get his
money back” from Defendant FCSL despite the ongoing budget deficits in its operation.
19.

During at least calendar year 2018 and calendar year 2019, Defendant

RICHARD INATOME personally commanded budget cuts at Defendant FCSL, including but
not limited to the reduction of professor salaries in breach of employment agreements, in order to
minimize the amount of additional funds necessary to cover Defendant FCSL’s budget deficits.
20.

During at least calendar year 2018 and calendar year 2019, Defendant

RICHARD INATOME used personal funds to cover various Defendant FCSL expenses,
including payroll, without respecting the corporate form in the transaction. By way of example,
Defendant RICHARD INATOME purchased additional shares to provide capital to Defendant
FCSL and/or executed a formal written loan agreement between himself and Defendant FCSL as
separate legal entities in relation to the funds.
21.

Correspondingly, Defendant RICHARD INATOME consistently and repeatedly

expressed the intention to “get his money back” from these transactions through direct
recoupment from Defendant FCSL’s operating budgets, rather than appropriate legal
mechanisms that would respect the corporate form and Defendant FCSL as a separate legal
entity.
22.

Delaware and Florida law each provides for “piercing the corporate veil” under

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 certain circumstances.
23.

Defendant RICHARD INATOME is personally liable for the debts and

liabilities of Defendant FCSL because he has continuously, repeatedly, and pervasively failed to
comply with corporate formalities or to respect the corporate form. Accordingly, Defendant
FCSL is Defendant RICHARD INATOME’s “alter ego” and Defendant FCSL functions as a
“mere instrumentality” of Defendant RICHARD INATOME personally.
24.

Failures to comply with corporate formalities include, but are not limited to, the

following:
25.

Defendant FCSL consistently has operated without holding an annual

shareholder meeting and in the absence of a proper waiver thereof.
26.

Defendant FCSL consistently has operated for extended periods of time with

one or more vacancies on the Board of Directors, including operating for periods of time without
a quorum of positions filled by currently serving directors.
27.

Defendant RICHARD INATOME has personally appointed new directors to fill

vacancies on the Board of Directors without procedurally proper approval from the shareholders.
28.

Defendant RICHARD INATOME has personally appointed new officers to fill

vacancies at Defendant FCSL without procedurally proper approval from either the Board of
Directors or the shareholders.
29.

Defendant FCSL consistently has operated without maintaining minutes or other

necessary records for shareholders’ meetings or directors’ meetings to the extent they have even
been held.
30.

Defendant FCSL consistently has operated without maintaining minutes or other

necessary records for other formal actions taken by shareholders or directors, to the extent they

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 have occurred.
31.

Defendant RICHARD INATOME has exercised authority and control over

Defendant FCSL, Charlotte School of Law (hereinafter “CSL”), and Arizona Summit Law
School (hereinafter “ASLS”) as though they constituted a single entity subject to unitary
management of Defendant RICHARD INATOME and Defendant INFILAW and Defendant
STERLING FUND MANAGEMENT rather than as separate legal entities each required to
comply individually with the necessary legal formalities.
32.

Defendant RICHARD INATOME personally ensured that the Boards of

Directors and officers at Defendant FCSL, CSL, and ASLS contained overlapping or
interchangeable members. Some persons, including Defendant RICHARD INATOME himself,
served on multiple boards at the same time, served on the board of one school while serving as
an officer at another, or transferred from a board or officer position at one school to the same or
similar position at another school.
33.

For example, Defendant RICHARD INATOME was replaced as President of

Defendant FCSL by Dennis Stone, who previously had served as President of CSL. Chidi Ogene
served as Interim Dean of Defendant FCSL and then President of CSL. Don Lively served as
President of CSL and then President of ASLS. Peter Goplerud served as Dean of Defendant
FCSL, President of ASLS, and then President of Defendant FCSL. Individuals including
Defendant RICHARD INATOME, Ogene, Scott Thompson, James Hanks, and Christopher
Hoehn-Saric served on and off the Boards of Directors of Defendant INFILAW, Defendant
FCSL, CSL, and ASLS at various points in time.
34.

Defendant RICHARD INATOME also personally sought to impose as much

uniformity as possible in the policies of the three law schools. Defendant FCSL, CSL and ASLS

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 shared the same “Central Services” departments at INFILAW for human resources, information
technology, finance, financial aid, and admissions. Most of the human resources policies in the
Faculty Handbooks of the three schools were identical.
35.

For the foregoing reasons, under Delaware and/or Florida law the corporate veil

of Defendant FCSL, is pierced and Defendant RICHARD INATOME cannot claim the
protections of the corporate form. Accordingly, Defendant RICHARD INATOME is personally
liable for the claims against Defendant FCSL.
36.

The true names and capacities (whether individual, corporate, associate or

otherwise) of Defendants John and Jane Does 1 through 20, inclusive, are unknown to Plaintiff
despite diligent efforts by Plaintiff. Plaintiff sues these Defendants by fictitious names and will
seek leave to amend this Complaint after their identities are learned. Each fictitious Defendant
contributed to the acts and practices alleged herein. Plaintiff is informed and believes that the
fictitiously named Defendants proximately caused Plaintiffs damages.
37.

At all times material to this action, Plaintiff is an “employee” of Defendants

within the meaning of the employment contract.
38.

At all times material to this action, Defendants were, and continue to be, an

“employer.”
CONDITIONS PRECEDENT
39.

All conditions precedent to the bringing of this action, if any, have been

performed, and this action is timely filed.
STATEMENT OF THE ULTIMATE FACTS
40.

Plaintiff PRIESTER has worked as a law professor for Defendants since 2008,

teaching primarily in the field of criminal law and criminal procedure.

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 41.

Plaintiff REIBER has worked as a full time law professor for Defendants since

2010, teaching primarily legal research and writing, trial practice, and bar preparation courses
and served as Academic Dean from January 2016 through January 2020 and later promoted to
Interim Dean of the law school from September 2019 through January 2020.
42.

Plaintiffs have been loyal and successful employees of FCSL who have earned

tenure and/or long-term contract status and received school awards for their service.
43.

On or about November 7, 2018, Defendants and Plaintiff Priester entered into the

written annual renewal of the written employment agreement (the “Tenure Agreement”).
44.

Under the terms of the Tenure Agreement, Defendants agreed that Plaintiff

Priester would be entitled to a set annual salary. Other entitlements included in the contract for
employment were benefits which consisted of an allotted payment for health, dental and life
insurance and maintenance of a retirement account as referenced in the accompanying Faculty
Handbook. The agreement signed by both parties made reference to that employee manual
which further articulated Plaintiff Priester’s duty to perform various employment tasks related
to the remuneration previously mentioned.
45.

On or about May 27, 2016, Defendants and Plaintiff Reiber entered into the

written employment agreement (“Employment Agreement”).
46.

Under the terms of the Employment Agreement, Defendants agreed that Plaintiff

Reiber would be entitled to a set annual salary. Other entitlements included in the contract for
employment were benefits which consisted of an allotted payment for health, dental and life
insurance and maintenance of a retirement account as referenced in the accompanying Faculty
Handbook. The agreement signed by both parties made reference to that employee manual
which further articulated Plaintiff Reiber’s duty to perform various employment tasks related

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 to the remuneration previously mentioned.
47.

Plaintiffs have worked tirelessly for the Defendants, but after years of their loyal

service, Defendants breached, in part, the terms of their contract. Shockingly, in or around
January 2019, Defendants’ administrators approached Plaintiffs, along with other faculty
members, and informed those employees of their intent to decrease the previously agreed and
set faculty salaries contrary to the terms of the previously signed written employment
agreements. There was no warning and no prior negotiation. The employment term was
changed without input from any faculty members and the terms were altered in a manner of
take it or leave it.
48.

Plaintiffs continuously and fervently objected to the unilateral change in the terms

and conditions of their employment contracts. At no time over the course of the previous
eighteen months have Plaintiffs acquiesced to the change in their contracts.
49.

Plaintiffs had been assured repeatedly during calendar year 2019 that they will be

paid the full amount of money they are owed, making up the shortfall to date, with interest. Yet
it has become clear that Defendants do not, in fact, intend to pay any shortfall amounts.
50.

Plaintiffs have retained the undersigned to represent their interests in this cause

and are obligated to pay a fee for these services. Defendants should be made to pay said fee
under the laws set forth above.
COUNT I
BREACH OF CONTRACT
(as to all Defendants)
51.

Paragraphs 1 through 50 are re-alleged and incorporated herein by reference.

52.

This count sets forth claims against Florida Coastal School of Law, Inc.; Infilaw

Corporation; Infilaw Holding LLC; Sterling Capital Partners L.P.; Inatome Enterprises, Inc.;

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 Sterling Fund Management, LLC; and Richard Inatome, individually, for breach of contract
under the common law of Florida and is pled in the alternative.
53.

The agreement and/or series of agreements pertaining to Plaintiffs’ services as

faculty referenced above constituted valid and enforceable contracts and/or series of contracts
and/or installment contracts.
54.

Plaintiffs fully and completely performed under such agreements and/or series of

agreements by providing professional services as faculty on behalf of Defendants as described
above.
55.

Defendants’ refusal to compensate Plaintiffs for their performance constitutes a

material breach and/or series of breaches of the transacted arrangements.
56.

Plaintiffs have been damaged by Defendants’ breach of the agreement and/or

series of agreements and are therefore entitled to compensatory damages in an amount
sufficient to cover Plaintiffs’ expectation interest as well as any consequential damages
incurred in their performance of the services rendered on behalf of Defendants.
COUNT II
PROMISSORY ESTOPPEL
(as to all Defendants)
57.

Paragraphs 1 through 50 are re-alleged and incorporated herein by reference.

58.

This count sets forth claims in equity against Defendant Florida Coastal School

Of Law, Inc.; Infilaw Corporation; Infilaw Holding LLC; Sterling Capital Partners L.P.;
Inatome Enterprises, Inc.; Sterling Fund Management, LLC; and Richard Inatome, individually
for promissory estoppel under the common law of Florida and is pled in the alternative.
59.

Defendants’ representations that it would compensate Plaintiffs in exchange for

Plaintiffs’ services performed on behalf of Defendants constituted representations of material

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 fact contrary to Defendants’ later actions and inactions.
60.

At all times material to this lawsuit, Plaintiffs detrimentally relied upon

Defendants’ representation of its willingness to compensate Plaintiffs.
61.

Defendants reasonably should have expected the promises it made to Plaintiffs to

induce reliance in the form of actions and/or forbearance on the part of Plaintiffs. There was in
fact reliance and forbearance on the part of Plaintiffs in that they performed services for
Defendants and incurred associated expenses due to the promises by Defendants and the
reasonable expectation of compensation based thereon.
62.

Defendants have accepted and/or retained the benefits conferred upon them by

Plaintiffs as described above. However, Defendants failed to compensate or fully compensate
Plaintiffs for the benefits conferred.
63.

As a result of Plaintiffs’ reliance upon Defendants’ misrepresentations, Plaintiffs

changed their position to their detriment, specifically by agreeing to provide their services as
faculty, obligating them therein to perform such services on behalf of Defendants, and
investing time and effort required thereunder.
64.

As a result of Defendants’ misrepresentations, Plaintiffs incurred significant

expenses performing the above referenced services for Defendants’ benefit, pursuant to the
agreed upon and mutually understood terms.
65.

The circumstances are such that injustice can be avoided only by enforcement of

the promises against Defendants.
66.

Based on the preceding allegations in this count, Defendants are estopped and

legally precluded, in equity, from asserting its failures to honor its arrangements with
Plaintiffs, and Plaintiffs are entitled to recover in promissory estoppel and under every other

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 theory of recovery set forth herein.

COUNT III
CIVIL THEFT – VIOLATION OF § 772.11, FLORIDA STATUTES
(as to all Defendants)
67.

Paragraphs 1 through 50 are re-alleged and incorporated herein by reference.

68.

This count sets forth claims against Defendants Florida Coastal School Of Law,

Inc.; Infilaw Corporation; Infilaw Holding LLC; Sterling Capital Partners L.P.; Inatome
Enterprises, Inc.; Sterling Fund Management, LLC; and Richard Inatome, individually for civil
theft in violation of § 772.11, Florida Statutes.
69.

Pursuant to § 772.11, Florida Statutes, Plaintiff has notified Defendants Florida

Coastal School Of Law, Inc.; Infilaw Corporation; Infilaw Holding LLC; Sterling Capital
Partners L.P.; Inatome Enterprises, Inc.; Sterling Fund Management, LLC; and Richard
Inatome, individually by written demands as statutorily required to recover damages for their
injuries caused by Defendants Florida Coastal School Of Law, Inc.; Infilaw Corporation;
Infilaw Holding LLC; Sterling Capital Partners L.P.; Inatome Enterprises, Inc.; Sterling Fund
Management, LLC; and Richard Inatome, individually by reason of theft or exploitation
contrary to §§ 812.012-812.037 and/or 825.103(1), Florida Statutes.
70.

Defendants Florida Coastal School Of Law, Inc.; Infilaw Corporation; Infilaw

Holding LLC; Sterling Capital Partners L.P.; Inatome Enterprises, Inc.; Sterling Fund
Management, LLC; and Richard Inatome, individually knowingly obtained Plaintiffs’ property,
as defined by applicable provisions including specifically but not limited to §§ 812.012(2)-(7),
Florida Statutes, with the criminal intent to temporarily or permanently deprive Plaintiffs of
their use and/or benefit of such property.

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 71.

By way of example, Defendants Florida Coastal School Of Law, Inc.; Infilaw

Corporation; Infilaw Holding LLC; Sterling Capital Partners L.P.; Inatome Enterprises, Inc.;
Sterling Fund Management, LLC; and Richard Inatome, individually use of false pretenses and
other unlawful means for wrongfully obtaining Plaintiffs’ property which constitute willful
misrepresentations and false promises to compensate Plaintiffs for their services as Defendants
specifically promised, including by written and/or oral contractual agreements.
72.

Plaintiffs are entitled to threefold their actual damages sustained due to

Defendants’ conduct as well as all reasonable attorney’s fees and court costs incurred as a
result of this action. Plaintiffs’ actual damages have occurred in the past, at present, and are
permanent and continuing.
COUNT IV
UNPAID WAGES DUE UNDER THE FLORIDA STATUTE, CHAPTER 448
(as to all Defendants)
73.

Paragraphs 1 through 50 are re-alleged and incorporated herein by reference.

74.

Plaintiffs are entitled to be paid all accrued wages for each hour during

employment with Defendant.
75.

Plaintiffs did not receive the full wage contrary to the Florida Constitution/Statute

as a result of Defendants’ improper practice and policy of requiring each to work for a wage
less than required by law.
76.

Plaintiffs did not receive the full minimum wage for services performed.

77.

As a result of Defendants’ improper policy(s) and practice(s), Plaintiffs have not

been properly compensated the legal wage for all hours worked during the employment with
Defendants.
78.

Defendants willfully failed to pay Plaintiffs the mandated wage during the subject

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 period of work.
79.

As a direct and proximate result of Defendants’ deliberate nonpayment of wages,

Plaintiffs have been damaged in the loss of wages for the subject weeks that each worked for
the Defendant.
80.

As a result of Defendants’ willful violation of the Florida Constitution/Statute,

Plaintiffs are entitled to liquidated damages and reasonable attorneys’ fees and costs.

PRAYER FOR RELIEF
WHEREFORE Plaintiffs Benjamin Priester and Jennifer Reiber, demand judgment
against Defendants, for the following:
(a)

that process issue and this Court take jurisdiction over this case;

(b)

that this Court grant equitable relief against Defendants under the
applicable counts set forth above, mandating Defendants’ obedience to the
laws enumerated herein and providing other equitable relief to Plaintiffs;

(c)

enter judgment against Defendants and for Plaintiffs awarding all legallyavailable general damages, compensatory damages, economic damages
and liquidated damages to Plaintiff from Defendant for Defendant’s
violations of law enumerated herein;

(d)

enter judgment against Defendants and for Plaintiffs permanently
enjoining Defendants from future violations of law enumerated herein;

(e)

enter judgment against Defendants and for Plaintiffs awarding Plaintiffs’
attorney's fees and costs;

(f)

award Plaintiffs interest where appropriate; and

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 (g)

grant such other further relief as being just and proper under the
circumstances, including but not limited to reinstatement
JURY DEMAND

Plaintiffs request a trial by jury on all issues so triable.
Dated this 17th day of July, 2020.
Respectfully submitted,

/s/ Gregory R. Schmitz
Gregory R. Schmitz [FBN: 094694]
Thomas L. Dickens, III [FBN 063867]
MORGAN & MORGAN, P.A.
20 N. Orange Avenue, Ste. 1600
Orlando, Florida 32801
Primary Email: TDickens@forthepeople.com
gschmitz@forthepeople.com
Secondary Email: egeorge@forthepeople.com
MBarreiro@forthepeople.com
(407) 418-2042 (telephone)
(407) 245-3354 (facsimile)
ATTORNEY FOR THE PLAINTIFFS

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