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UNITED STATES DISTRICT COURT FOR THE

SOUTHERN DISTRICT OF FLORIDA
MIAMI DIVISION

Case Number: 14-20136-CIV-MARTINEZ-GOODMAN


Sean Raimbeault and Lori-Ann Raimbeault

Plaintiffs,

vs.

Accurate Machine & Tool, LLC, Sunbelt
Diversified Enterprises, LLC, Chatham
Capital Management III, LLC, 1848 Capital
Partners LLC, J ames Tolzien, J ames Wilder
a/k/a J immie Wilder and J ohn Sicilian

Defendants.






PLAINTIFFS
FIRST AMENDED COMPLAINT

Sean Raimbeault and Lori-Ann Raimbeault (together, the Plaintiffs), by and through
their undersigned attorneys, hereby file this Amended Complaint against Accurate Machine &
Tool, LLC (Accurate), Sunbelt Diversified Enterprises, LLC (Sunbelt), Chatham Capital
Management III, LLC (Chatham), 1848 Capital Partners LLC (1848 Capital), J ames Tolzien
(Tolzien), J ames Wilder a/k/a J immie Wilder (Wilder), and J ohn Sicilian (Sicilian)
together, (collectively, the Defendants) and allege and say:
THE PARTIES
1. Sean Raimbeault and Lori-Ann Raimbeault are citizens and residents of the State
of South Carolina.
2. Upon information and belief, Accurate is a limited liability company organized
and existing under the laws of the State of Florida, with its principal place of business in Miami,
Florida.
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3. Upon information and belief, Sunbelt is a limited liability company organized
under the laws of the State of Florida, with its principal place of business in Miami, Florida.
4. Sunbelt owns a 90% interest in Accurate with the remaining 10% owned by
J immie Wilder, Accurates Chief Executive Officer.
5. Upon information and belief, 1848 Capital is a limited liability company
organized and existing under the laws of the State of Delaware with its principal place of
business located in Miami, Florida.
6. Upon information and belief, 1848 Capital is an equity owner/partner in Sunbelt
Diversified Enterprises and Accurate Machine and Tool.
7. Upon Information and belief, 1848 Capital, through its principals and executives,
controls Sunbelt.
8. 1848 Capital, Sunbelt, and Accurate all share the same office suite in Miami.
9. Upon information and belief, Chatham is a limited liability company organized
under the laws of the State of Georgia.
10. Upon information and belief, Mr. Tolzien is a citizen and resident of the State of
Florida. Upon further information and belief, Mr. Tolzien is the Chief Executive Officer of
Sunbelt.
11. Upon information and belief, Mr. Wilder is the Chief Executive Officer of
Accurate.
12. Upon information and belief, Mr. Sicilian is a partner and board member of
Sunbelt and a partner in 1848 Capital.
VENUE AND JURISDICTION
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13. Venue in this Court is proper pursuant to a Consent Order executed by the
Plaintiffs and Accurate which transferred this litigation from the United States District Court for
the District Court of South Carolina to this Court.
14. This Court has personal jurisdiction over the parties and subject matter
jurisdiction over the issues raised in this Amended Complaint.
BACKGROUND
15. The instant action arises from a transaction for the sale of assets between the
Plaintiffs and Defendants, wherein the Defendants made fraudulent misrepresentations and
conspired to defraud Plaintiff and obtain possession of Plaintiffs business assets.
16. LAURENTEC, LLC f/k/a Laurentec, LLC (Laurentec) is a limited liability
company organized and existing under the laws of the State of South Carolina.
17. Plaintiffs were the sole shareholders of LAURENTEC, then known as Laurentec,
LLC. Laurentec was a commercial business engaged in production, fabricating and machining
and sales of precision machining and parts production on a contract basis.
18. In or around J uly 2012, Peter Patraka, the executive vice president of business
development at Sunbelt approached Mr. Raimbeault regarding acquiring his company on behalf
of 1848 Capital. On J uly 27, 2012, Mr. Patraka sent Mr. Raimbeault an email containing
information regarding 1848 Capital and stated that 1848 Capital was looking for additional
acquisitions and was interested in acquiring Laurentec.
19. Mr. Patraka and Mr. Wilder then visited Mr. Raimbeault in South Carolina to
discuss purchasing Laurentecs assets.
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20. Mr. Patraka and Mr. Wilder introduced Mr. Raimbeault to Mr. Tolzin, Sunbelts
CEO and a representative of 1848 Capital, and Mr. Sicilian, a member of Sunbelt and the
Chairman of the Sunbelt board, and a principal of 1848 Capital.
21. The three principals of 1848 Capital are J ohn Sicilian, J oseph DeGrosa, J r., and
David Neithardt. They were copied on most correspondence regarding the transaction at issue.
22. In August 2012 Sunbelt sent a Letter of Intent (LOI) to Mr. Raimbeault.
Tolzien, Wilder, Sicilian, J ohn DaGrosa, J r., and David Neithardt copied on LOI.
23. Mr. Tolzin stated to Mr. Raimbeault that J ohn Sicilian, J oseph DeGrosa, J r., and
David Neithardt had all personally approved the transaction to purchase Laurentec assets.
24. Pursuant to the LOI, Mr. Raimbeault would be provided with a security interest in
the physical equipment that was being sold.
25. Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder, and Sicilian later modified the
transaction. Tolzin stated that Chatam and/or 1848 Capital refused to allow Mr. Raimbeault
retain a security interest in the equipment, and convinced Raimbeault to accept a guaranty from
Sunbelt instead.
26. Further, instead of Sunbelt purchasing the Laurentec assets, the Defendants
modified the transaction so that Accurate would be the purchasing entity.
27. The LOI Expired September 15, 2013. Tolzin paid Mr. Raimbeault a $35k
deposit, purportedly from 1848 Capital, to extend the transaction period.
28. Defendants knew that Accurate had little or no capital and had been in default
with Chatam for several years.
29. During the time period between the summer of 2012, until the closing of the
Laurentec transaction in November, Defendants 1848, Sunbelt, Accurate and the individual
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representatives of these companies were negotiating with Chatam to modify Accurates debt
obligations.
30. Upon information and belief, the Defendants conspired to structure the transaction
with Accurate as the buyer, knowing that Accurate had been in default with Chatam for years
and had insufficient liquid capital to purchase the Laurentec assets, and Defendants only
provided financing to Accurate for the initial down payment.
31. Defendants made representations to Mr. Raimbeault that 1848 Capital, Sunbelt,
and Accurate had sufficient capital and was in good standing with its debts. This was done with
the intent to defraud Raimbeault to deceive him in to accepting a worthless guarantee instead of a
security interest in the assets.
32. All Defendants had access to Accurates books and knowledge of Accurates
financial situation at the time it purportedly modified its debt obligations with to enter into the
transaction to purchase Laurentec assets.
33. On or about November 20, 2012, Accurate as Buyer and Laurentec, as Seller, and
Sean and Lori-Ann Raimbeault as the only shareholders of Laurentec executed an Asset
Purchase Agreement (APA) pursuant to which certain Laurentec assets were sold to Accurate.
34. Chatham, 1848 Capital, Sunbelt, and their respective agents, together with
Messrs. Tolzien, Wilder, and Sicilian were directly involved with the negotiations regarding the
terms of the sale and otherwise controlled the process for Accurate and Sunbelt.
35. Upon information and belief both Chatam and 1848 Capital Partners provided
Accurate with funds for the transaction with Plaintiffs.
36. Accurate paid a portion of the total purchase price in cash at closing. The
remaining portion of the purchase price was financed by a promissory note in the principal
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amount of $650,000.00 made by Accurate (the Accurate Note) to the Plaintiffs. A copy of the
Accurate Note is attached hereto as Exhibit A and incorporated herein by reference.
37. Sunbelt executed an unconditional limited guarantee (Sunbelt Guarantee) of the
debt pursuant to which it was liable for $300,000.00 in principal of the Accurate Note. A copy
of the Sunbelt Guarantee is attached hereto as Exhibit B and incorporated herein by reference.
38. The Sunbelt Guarantee recites that Guarantor [Sunbelt] has a direct economic
interest in Buyer [Accurate], and Guarantor has a real and substantial interest in inducing Seller
and the Shareholders to proceed to a closing. . .. Id. at p. 1.
39. The Plaintiffs also executed a Subordination and Intercreditor Agreement
(Intercreditor Agreement) with Chatham. A copy of the Intercreditor Agreement is attached
hereto as Exhibit C and incorporated herein by reference.
40. Defendants identified Chatham as a senior lender of Accurate who would provide
approval for financing to Accurate to acquire the business assets of Laurentec.
41. Chatham is purportedly a lender under the terms of a Senior Credit Agreement
dated J uly 15, 2008, pursuant to which it would make loans and other financial accommodations
to Accurate.
42. Defendants persuaded Plaintiffs to execute the Intercreditor Agreement. While
the full terms of the Intercreditor Agreement are set forth therein, the agreement contained a
Standstill Provision which provides
Until Discharge of Senior Debt shall have occurred, Subordinated Creditor
[Plaintiffs] shall not, without the prior written consent of Agent
[Chatham], take any Enforcement Action with respect to the Subordinated
Debt. Notwithstanding the foregoing, Subordinated Creditor may file
proofs of claim against the Company in any Proceeding involving the
Company. Any distributions or other proceeds of any Enforcement Action
obtained by Subordinated Creditor in violation of the foregoing
prohibition shall in any event be held in trust by it for the benefit of Agent
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and Senior Lenders and promptly paid or delivered to Agent for the
benefit of Senior Lenders in the form received until Discharge of Senior
Debt shall have occurred.

Intercreditor Agreement at 2.4.

43. If enforceable, the Standstill Provision operates to preclude the Plaintiffs from
enforcing the Subordinating Debt (defined as both the Accurate Note and Sunbelt Guarantee) in
the event that Accurate defaulted under its loan with Chatham.
44. During all negotiations concerning the sale of Laurentecs assets, Defendants
principals represented to Plaintiffs that Chatham was an unrelated third-party lender entity who
provided traditional financing in an arms-length manner.
45. Sunbelt, 1848 Capital, and Accurate and its respective agents, together with
Messrs. Tolzien, Wilder, and Sicilian further represented to Plaintiffs that Accurate was
performing its obligations under its loan with Chatham.
46. During the all dealings, negotiations, and up to the time of closing, Sunbelt, 1848
Capital, and Accurate and its respective agents, together with Messrs. Tolzien, Wilder, and
Sicilian knew, or had reason to know, that Accurate was in default under its loan with Chatham .
47. Sunbelt, 1848 Capital, and Accurate and its respective agents, together with
Messrs. Tolzien, Wilder, and Sicilian knew, or had reason to know, that the Intercreditor
Agreement would purportedly preclude the enforcement of the Accurate Note and Sunbelt
Guarantee by the Plaintiffs under the Standstill Provision, because Accurate would unavoidably
default on its modified debt obligations to Chatham.
48. Immediately preceding the closing on the sale of Laurentec assets, Chatham, and
Accurate, purportedly entered into a loan modification agreement wherein the slate was wiped
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clean, such that Accurate was not in default, in order to allow Accurate to acquire the Laurentec
assets and enter into the various agreements with Plaintiff.
49. Immediately after closing on the transaction with Plaintiffs, Accurate allegedly
again defaulted on its obligations purportedly owed to Chatham.
50. Defendants never disclosed to Plaintiffs that Accurate had been in default and was
unable to perform its obligations under the terms of its loan agreement with Chatam.
51. Upon information and belief, Defendants knew at the time of the closing on the
sale with Plaintiffs that Accurate would be unable to perform its obligations owed to Chatham,
even as the obligations were purportedly modified.
52. Accurates default on its obligations owed to Chatham and its inability to perform
notwithstanding the purported modification were material. The Plaintiffs would not have agreed
to finance the purchase of Laurentecs assets had they known that they had no effective ability to
enforce the agreements and that Accurate was not paying its other notes and debts.
53. Furthermore, Plaintiffs would not have entered into a the Intercreditor Agreement
which purportedly precludes the enforcement of the Accurate Note and Sunbelt Guarantee under
the Standstill Provision in the event that Accurate was in default on its loan with Chatham.
54. After the closing on November 23, 2012, Plaintiffs remained in physical
possession of the equipment.
55. Accurate allegedly defaulted on its debt obligations to Chatam on December 3,
2012.
56. Accurate did not provide Plaintiffs with notice of its default.
57. Pursuant to the Intercreditor Agreement, when Accurate defaulted on its payment
to Chatam, it was prohibited from making any further payments to Plaintiffs. However,
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Defendants caused Accurate to tender its first payment pursuant to the Accurate Note on J anuary
1, 2013, in order to mislead Plaintiffs and obtain possession of the equipment.
COUNT ONE
(Declaratory Judgment)
(As to Defendants Accurate and Chatham)

Plaintiffs repeat and reallege the allegations contained in paragraphs 1 to 57 as if the
same were set forth at length herein.
58. Plaintiffs assert this declaratory judgment claim against Accurate and Chatham to
declare the Intercreditor Agreement unenforceable.
59. Through various representations, discussions and failure to disclose material
information by the Defendants, the Plaintiffs agreed to enter into the transaction with Accurate
and agree to finance a portion of the purchase.
60. Defendants actions and statements duped the Plaintiffs into entering the
Intercreditor Agreement pursuant to which the Plaintiffs purportedly agreed to forego
enforcement of the Accurate Note and Sunbelt Guarantee or otherwise turnover any funds paid
as a result of any enforcement proceedings.
61. There is a bona fide, actual, present and practical need for declaratory relief and a
substantial, present, and continuing controversy between the parties and a declaration of rights is
both necessary and appropriate to establish that the Intercreditor Agreement is not a valid or
enforceable contract.
62. All parties with an actual, present, adverse and antagonistic interests in the subject
matter of this controversy are properly before the Court.
63. The declaratory relief sought is not merely legal advice by the courts or to answer
questions propounded form curiosity.
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64. If enforceable, the Intercreditor Agreement effectively leaves the Plaintiffs
without any effective remedy and the promises contained in the Accurate Note and Sunbelt
Guarantee are essentially illusory and of no force or effect. In essence, Accurate can retain the
assets obtained from Laurentec under the terms of the APA without making any payment to the
Plaintiffs in perpetuity.
65. Plaintiffs would never have agreed to the sale, the financing or the Intercreditor
Agreement had Defendants disclosed the multi-year default by Accurate.
66. Plaintiffs injury can be redressed by a declaration that the Intercreditor
Agreement is unenforceable and allow the parties to enforce the terms of the Accurate Note and
Sunbelt Guarantee. If the Plaintiffs are prevented from pursuing their rights under the terms of
the Accurate Note and Sunbelt Guarantee, Plaintiffs will be monetarily harmed without the
ability to seek redress and Accurate and Sunbelt will be rewarded for their unjust and
unconscionable conduct.
WHEREFORE, Plaintiffs Sean Raimbeault and Lori-Ann Raimbeault respectfully
request this Honorable Court to enter judgment in their favor and against Defendants Accurate
and Chatham declare that the Intercreditor Agreement is unenforceable and null and void, and
for any other relief this Court deems just and equitable.
COUNT TWO
(Civil Conspiracy to Commit Fraud)
(As to Accurate, Sunbelt, 1848 Capital,
Tolzien, Wilder and Sicilian.)

Plaintiffs repeat and reallege the allegations contained in paragraphs 1 to 57 as if the
same were set forth at length herein.
67. Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder, and Sicilian entered into an
agreement with one another pursuant to which they agreed to, among other things, willfully
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misrepresent and refuse to disclose Accurates default under the Chatham loan and its intention
not to perform its obligations owed to Plaintiffs as part of the purchase of Laurentecs assets.
68. Accurates default under the Chatham loan was material.
69. The actions of Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder, Sicilian and.
were done in an effort to defraud Plaintiffs.
70. Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder, Sicilian and each made false
representations and/or assurances of the status of Accurates loan with Chatham, its performance
thereunder and its intention and ability of Accurate to fulfil its obligations owed to Plaintiffs.
Each and every false representations and/or assurances were overt acts in furtherance of the
conspiracy between them to harm Plaintiffs.
71. Plaintiffs have incurred damages as a result of the actions of Accurate, Sunbelt,
1848 Capital, Tolzien, Wilder, and Sicilian.
WHEREFORE, Plaintiffs respectfully request this Honorable Court to enter judgment in
their favor and against Defendants Accurate, Sunbelt Chatham , 1848 Capital , Tolzien, Wilder,
and Sicilian for compensatory damages and costs, and upon a proper showing pursuant to the
Florida Tort Reform Act, allow Plaintiffs claim for punitive damages, and for any other relief
this Court deems just and proper.
COUNT THREE (Suit on Note)
(As to Defendant Accurate)

Plaintiffs repeat and reallege the allegations contained in the paragraphs 1 to 57 as if the
same were set forth at length herein.
72. Under the terms of the Accurate Note, Accurate, as Borrower, agreed to pay the
Raimbeaults the original principal amount of $650,000.00 at the annual rate of nine (9.0%)
percent by making 36 monthly payments of principal and interest.
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73. At the time of closing, the purchased assets were located at Laurentecs facility
in Summerville, South Carolina and remained there until sometime after the first payment
became due under the Accurate Note became due.
74. Accurate made the first payment due under the Accurate Note to Plaintiffs in
order to gain access to the Purchased Assets, and shortly thereafter moved the assets to its
facility located in North Carolina.
75. Thereafter, without notice to Plaintiffs, Accurate failed and refused to tender any
further payments due under the Accurate Note.
76. The Accurate Note is a valid and binding contract between Accurate and the
Raimbeaults.
77. The Plaintiffs performed all of their obligations due and owing under the
Accurate Note.
78. Accurates failure to tender payment to the Plaintiffs is a material default of the
Accurate Note.
79. Upon Accurates default, interest on the unpaid balance accrued at the rate of
eighteen (18%) percent.
80. All required notices of default have been provided to Accurate.
81. As of April 30, 2014, there is an unpaid balance of $841,368.19, plus interest
accruing at the annual rate of 18% on the Accurate Note.
82. The Accurate Note provides that the Plaintiffs are entitled to the reimbursement of
their costs and expenses incurred in response to a default.
83. The Plaintiffs retained the undersigned law firms in response to Accurates
default under the Accurate Note.
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84. The Plaintiffs are entitled to entry of judgment against Accurate for the amounts
due and owing under Accurate Note, together with all accruing interest and attorneys fees and
costs.
WHEREFORE, Plaintiffs respectfully request this Honorable Court to enter judgment in
their favor and against Defendant Accurate, for compensatory damages, prejudgment interest,
and attorneys fees and costs, and for any other relief this Court deems just and proper.
COUNT FOUR
(Suit on Guarantee)
(As to Defendant Sunbelt)

Plaintiffs repeat and reallege the allegations contained in the paragraphs 1 to 57 as if the
same were set forth at length herein.
85. As Plaintiffs required additional security to consummate the transaction, Sunbelt
executed the Sunbelt Guaranty pursuant to which it agreed to, among other things, guarantee the
full and timely payment of the first $300,000.00 of principal due under the Accurate Note.
86. The guarantee was absolute, unconditional, complete and irrevocable.
87. Sunbelt further waived all defenses to the payment of the indebtedness that may
be asserted by Accurate.
88. The Sunbelt Guarantee is a valid and enforceable agreement between the
Plaintiffs and Sunbelt.
89. The Plaintiffs performed all of their obligations due and owing under the Sunbelt
Guarantee.
90. The loan is in default as a result of Accurates failure to pay the amounts due and
owing under the Accurate Note, among other things.
91. All notices of default have been given to Sunbelt.
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92. Despite demand, Sunbelt refuses to fulfill its obligations under the Sunbelt
Guaranty and pay the amounts due and owing.
93. Sunbelts refusal to pay the Plaintiffs the amounts due and owing as set forth in
the Sunbelt Guaranty is a material default of the terms and conditions of the Sunbelt Guaranty.
94. In addition to the payment of $300,000.00 in principal, the Plaintiffs are entitled
to the reimbursement of their costs and expenses incurred in response to Sunbelts refusal to
honor its obligations, including the repayment of their costs and attorneys fees.
95. The Plaintiffs are entitled to entry of judgment against Sunbelt in the amount of
$300,000.00, plus interest, costs and attorneys fees.
WHEREFORE, Plaintiffs respectfully request this Honorable Court to enter judgment in
their favor and against Defendant Sunbelt for compensatory damages, prejudgment interest, and
attorneys fees and costs, and for any other relief this Court deems just and proper.
COUNT FIVE
(Fraud)
(As to Defendants Accurate, Sunbelt, 1848 Capital,
Tolzien, Wilder and Sicilian.)

Plaintiffs repeat and reallege the allegations contained in the paragraphs 1 to 57 as if the
same were set forth at length herein.
96. Through various representations and discussions, Accurate, Sunbelt, 1848 Capital,
Tolzien, Wilder and Sicilian committed fraud in the purchase of Laurentecs assets.
97. The aforementioned actions statements, and material errors and omissions falsely
represented the relationship between Accurate, Sunbelt and Chatham and the performance of the
loan with Chatham.
98. Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder, and Sicilian knew of the falsity
of the representations made to the Plaintiffs at all times material to this action.
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99. The misrepresentations, half-truths, and omissions of Accurate, Sunbelt, 1848
Capital, Tolzien, Wilder, and Sicilian were intended to cause Plaintiff to sell Laurentec and
deliver its assets.
100. Plaintiffs did not know of the falsity of the representations and could not have
discovered the falsity through the exercise of reasonable care.
101. Plaintiffs relied upon the representations of Accurate, Sunbelt, 1848 Capital,
Tolzien, Wilder and Sicilian.
102. But for those representations, Plaintiffs would not have sold Laurentecs assets
or financed the transaction.
103. Plaintiffs had a right to rely upon the representations of Accurate, Sunbelt, 1848
Capital Partners, Tolzien, Wilder, and Sicilian.
104. As a direct and proximate result of the misrepresentations, half-truths, and
omissions, the Plaintiffs have been damaged in an amount to be determined at trial.
105. Because the actions of Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder, and
Sicilian were willful, malicious and or in reckless disregard for the truth, Plaintiffs are entitled to
punitive damages.
WHEREFORE, Plaintiffs respectfully request this Honorable Court to enter judgment in
their favor and against Defendants Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder, and Sicilian
for compensatory damages and costs, and upon a proper showing pursuant to the Florida Tort
Reform Act, allow Plaintiffs claim for punitive damages, and for any other relief this Court
deems just and proper.
COUNT SIX
(Constructive Fraud)
(As to Defendants Accurate, Sunbelt, 1848 Capital Partners,
Tolzien, Wilder and Sicilian
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Plaintiffs repeat and reallege the allegations contained in the paragraphs 1 to 57 as if the
same were set forth at length herein.
106. Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder and Sicilian made the
aforementioned representations to the Plaintiffs.
107. Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder and Sicilian knew, or should
have known, that their representations were false and material to the purchase of Laurentecs
assets and the financing obtained from Plaintiffs.
108. Upon information and belief, Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder
and Sicilian knew that Accurate and Sunbelt were unwilling and incapable of honoring their
contractual obligations.
109. Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder and Sicilian knew the
representations were false, or recklessly disregarded the truth or falsity of the representation.
110. Relying upon the false representations of Accurate, Sunbelt, 1848, Tolzien,
Wilder and Sicilian, Plaintiffs sold the assets of Laurentec and financed the transaction.
111. Plaintiffs were unaware of the falsity of the representations.
112. Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder and Sicilian intended to deceive
the Plaintiffs.
113. Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder and Sicilian intended that
Plaintiffs act upon its false representations.
114. Plaintiffs justifiably relied upon the representations of Accurate, Sunbelt, 1848
Capital, Tolzien, Wilder and Sicilian
115. Plaintiffs had a right to rely upon the representations of Accurate, Sunbelt, 1848
Capital, Tolzien, Wilder and Sicilian.
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116. Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder and Sicilian profited from
Plaintiffs reliance upon the false representations.
117. Because of the fraud in the inducement to enter into the agreement to sell
Laurentecs assets and finance the transaction, Plaintiffs have proximately and consequently
suffered damages as outlined and as shall be proven at trial.
WHEREFORE, Plaintiffs respectfully request this Honorable Court to enter judgment in
their favor and against Defendants Accurate, Sunbelt, 1848 Capital , Tolzien, Wilder and
Sicilian for compensatory damages and costs, and upon a proper showing pursuant to the Florida
Tort Reform Act, allow Plaintiffs claim for punitive damages, and for any other relief this Court
deems just and proper.
COUNT SEVEN
(Unjust Enrichment)
(As to Defendants Accurate and Sunbelt)


Plaintiffs repeat and reallege the allegations contained in the paragraphs 1 to 57 as if the
same were set forth at length herein.
118. In reliance upon the promises and representations of Defendants, Plaintiffs sold
Laurentecs assets and financed the transaction.
119. Accurate and Sunbelt enjoyed and realized the benefits of Laurentecs assets by
retaining and utilizing them in the operation of their business.
120. Accurate and Sunbelt refuse to pay Plaintiffs the amounts due and owing in
connection with their purchase and have actively engaged in a scheme to defraud Plaintiffs.
121. Accurate and Sunbelt will obtain an unjust enrichment to the detriment of Plaintiff
as a result of failure to pay for their acquisition of LAURENTECs assets.
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WHEREFORE, Plaintiffs respectfully request this Honorable Court to enter judgment in
their favor and against Defendants Accurate and Sunbelt for compensatory damages,
prejudgment interest, and attorneys fees and costs, and for any other relief this Court deems just
and proper.
COUNT EIGHT
(Unfair and Deceptive Trade Practices)
(As to Defendants Accurate, Sunbelt, 1848 Capital,
Tolzien, Wilder and Sicilian.)

Plaintiffs repeat and reallege the allegations contained in the paragraphs 1 to 57 as if the
same were set forth at length herein.
122. The conduct of Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder and Sicilian
constitutes unfair and deceptive trade practices and is a violation of Fla. Stat. 501.201, et. Seq.
(FUDTPA)
123. The Plaintiffs are consumers within the meaning of FUDTPA.
124. Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder and Sicilian engaged in unfair
practices when they misrepresented Accurates default status with Chatam and caused Plaintiffs
to transfer Laurentec assets in exchange for a worthless and purportedly unenforceable note and
guaranty.
125. Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder and Sicilian engaged in unfair
practices when the conspired to induce Plaintiffs to accept an absolute, unconditional, complete,
continuing, and irrevocable Guarantee, which they knew would not have any effect due to the
Chatam intercreditor agreement, instead of the previously agreed upon security interest in the
equipment.
126. The actions of Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder and Sicilian were
willful and intentional.
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127. The conduct of Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder and Sicilian is
capable of repetition and, upon information and belief has been repeated.
128. The conduct of Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder and Sicilian
affects the public interest.
129. Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder and Sicilian knew or should
have known that its actions constituted unfair and deceptive trade practices.
130. The conduct of Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder and Sicilian
qualifies as an unfair practice within the meaning of FUDTPA, because said acts are unethical,
unscrupulous, and substantially injurious to Plaintiffs.
131. As a direct, foreseeable, and proximate result of the unfair and deceptive trade
practices, the Plaintiff has suffered an ascertainable loss of money and property.
WHEREFORE, Plaintiffs respectfully request this Honorable Court to enter judgment in
their favor and against Defendants Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder, and Sicilian
for compensatory damages and costs, and upon a proper showing pursuant to the Florida Tort
Reform Act, allow Plaintiffs claim for punitive damages, and for any other relief this Court
deems just and proper.
COUNT NINE
(Breach of Contract Consulting Agreement)
(As to Defendant Accurate)

Plaintiffs repeat and reallege the allegations contained in the paragraphs 1 to 57 as if the
same were set forth at length herein.
132. Accurate and Sean Raimbeault entered into a Consulting Agreement.
133. Under the terms of the Consulting Agreement, Mr. Raimbeault provided services
to Accurate in order to assist Accurate in the development of its businesses.
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134. The Consulting Agreement provided that Mr. Raimbeault would earn a
commission from both existing and new customers that he prevented.
135. The Consulting Agreement required Accurate to promptly respond to a new
customers order and whether such order was acceptable. In the event that the order was not
accepted, Accurate is required to specify the reasons for rejecting the new customers order.
136. Mr. Raimbeault has presented several proposals to Accurate.
137. Accurate failed to respond to the proposals as required or pay the commissions to
Mr. Raimbeault.
138. Mr. Raimbeault performed all of his obligations under the Consulting Agreement
and continues to perform the same.
139. Accurate is in material breach of the Consulting Agreement by failing to pay
commissions and responding to customer proposals.
140. As a result of the material breaches of the Consulting Agreement by Accurate,
Mr. Raimbeault has been damaged by an amount to be determined at trial.
WHEREFORE, Plaintiff Sean Raimbeault respectfully request this Honorable Court to
enter judgment in their favor and against Defendant Accurate, for compensatory damages,
prejudgment interest, and attorneys fees and costs, and for any other relief this Court deems just
and proper.
DATED on this _____ day of May, 2014.

Respectfully Submitted,
POLLACK, POLLACK & KOOGAN, LLC
Co-Counsel to Plaintiffs
Courthouse Tower
44 West Flagler Street
Suite 2050
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Miami, FL 33130
Primary: brett.pollack@ppkfirm.com
Primary: gary.pollack@ppkfirm.com
Secondary: diosi.perez@ppkfirm.com
Secondary: natalie.delarosa@ppkfirm.com
Tel: (305) 373-9676
Fax: (305) 373-9679


By:
Bretton I. Pollack, Esq.
Fla. Bar No. 48793
Gary W. Pollack, Esq.
Fla. Bar No. 313114


LANGENDORFER LAW FIRM, LLC
Co-Counsel to Plaintiffs
P.O. Box 68
Mount Pleasant, SC 29465
(843) 501-0469
Primary: brendan@langendorferlaw.com


By:
Brendan P. Langendorfer
Admitted Pro Hac Vice