BROOKLANDS v JEFFREY SWEENEY US

CAPITAL PARTNERS
BROOKLANDS, INC v JEFFREY SWEENEY,
US CAPITAL PARTNERS, LLC,
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA
West Palm Beach Division
CASE NO.: 9:14-cv-81298-Hurley/Hopkins
BROOKLANDS, INC.
Plaintiff,
v.
JEFFREY SWEENEY,
US CAPITAL PARTNERS, LLC,
AND, ENTREPRENEUR GROWTH
CAPITAL, LLC,
Defendants.
____________________________________
AMENDED COMPLAINT

COMES NOW, the Plaintiff, BROOKLANDS, INC., by and through the undersigned counsel and
pursuant to Rules 7, 8 and 15 of the Federal Rules of Civil Procedure, hereby files this Amended
Complaint and sues each of the Defendants.

JURISDICTIONAL AND VENUE ALLEGATIONS

1. This federal district court maintains original subject matter jurisdiction over the primary claims
within this action which include violations of 18 U.S.C. 1961, et seq., commonly known as the
Racketeer Influenced and Corrupt Organizations Act and pendent jurisdiction over all substantially
intertwined claims arising under the laws of the State of Florida, as all claims herein stem from a
common nucleus of operative facts.
2. This federal district court also maintains independent diversity jurisdiction over all claims asserted
herein as each Defendant is a resident of, and conducts its primary business in, states other than
the State of Florida and the legal relief sought against each Defendant exceeds $75,000.00,
exclusive of interest, costs and attorneys fees.
3. Venue is appropriate in the Southern District of Florida, West Palm Beach Division, because it is
where the Plaintiff engaged in all acts relevant to its relationship with each Defendant; it is where the
foreign Defendants voluntarily conducted business through themselves, their agents, assigns, or
representatives with the Plaintiff; and where the harm suffered by the Plaintiff as a result of the acts
and omissions of the Defendants has taken place.
4. The Plaintiff, BROOKLANDS, INC. (BROOKLANDS), is a Delaware corporation, doing its
primary business in Palm Beach County, Florida.
5. The Defendant JEFFREY SWEENEY (SWEENEY), is an individual sui juris, a resident of the
State of California, and at all times relevant was the Managing Director and/or Chief Executive
Officer of U.S. CAPITAL PARTNERS, LLC.
6. The Defendant U.S. CAPITAL PARTNERS, LLC, (U.S. CAPITAL), is a Delaware limited liability
company which maintains its principal place of business in San Francisco, California. All acts and
omissions of U.S. CAPITAL alleged throughout this Complaint occurred at the direction and control
of Co-Defendant SWEENEY.

7. The Defendant ENTREPRENEUR GROWTH CAPITAL, LLC (EGC), is a New York limited
liability company which maintains its principal place of business in New York, New York.
8. This court maintains personal jurisdiction over each Defendant pursuant to the Due Process
clause of the 14th Amendment of the U.S. Constitution and Floridas Long Arm Statute, 48.193(1),
Florida Statutes, because each Defendant: (1) has purposefully operated, engaged in, and
conducted business in the state of Florida; and, (2) has purposefully availed itself of the rights and
benefits of conducting business in this forum state of Florida by soliciting and engaging the Plaintiff
BROOKLANDS to conduct business with the Defendants in Florida through e-mail communications,
telephone conversations, verbal representations, the exchange of documents, and the execution of
contracts and payment of monies by BROOKLANDS within the State of Florida. The Defendants
purposeful availment has also caused damage done to BROOKLANDS in the State of Florida.
9. All conditions precedent to the filing and maintenance of this action have been performed,
excused and/or waived. The Plaintiff demands a trial by jury as to all Counts within this Complaint.

GENERAL ALLEGATIONS
10. The Plaintiff BROOKLANDS is engaged in the manufacturing and sale of non-contact non-touch
thermometers for both the retail and clinical sector. Brooklands sought funding to finance its demand
for the product and for further expansion.
11. The Defendant U.S. CAPITAL promotes itself to the public as a private investment bank that
makes direct debt investments, participates in debt facilities, and arranges equity placements for
small and lower middle market companies. See www.uscapitalpartners.net (home-page).
12. In April 2013, various representatives of U.S. CAPITAL engaged representatives for
BROOKLANDS via telephone and e-mail communications and advised BROOKLANDS that upon
the satisfaction of a reasonable due diligence investigation of BROOKLANDS, U.S. CAPITAL would
provide a loan to BROOKLANDS to assist BROOKLANDS to raise capital necessary to expand the
inventory of its products and satisfy current and projected product purchase orders.
13. On or about April 17, 2013, U.S. CAPITAL delivered to BROOKLANDS at its office in Palm
Beach County, Florida, and through internet e-mail transmission, a Term Sheet for Proposed Credit

Facility dated April 25, 2013 (hereinafter referred to as Term Sheet). A copy of which is attached
hereto as Exhibit A.
14. The April 25, 2013, Term Sheet states, U.S. Capital Partners, LLC (USCP) is pleased to be
able to provide Brooklands, Inc. (the Company), a proposal for a credit facility of up to $1,500,000
(the Proposed Credit Facility), conditioned upon the terms memorialized in this letter.
15. According to the Term Sheet, the provision of the loan was contingent upon, among other things,
U.S. CAPITALs completion of a due diligence investigation of BROOKLANDS and execution by
BROOKLANDS of a separate exclusive fee agreement for U.S. CAPITAL.
16. The Term Sheet also required BROOKLANDS to pay a Due Diligence Fee by wire transfer of
$15,000.00 to U.S. CAPITAL before it would engage in any due diligence activity relating to the loan.
The Term Sheet also made clear that the fee was paid in consideration of [U.S. CAPITALs] work of
investigating and reviewing the Proposed Credit Facility.
17. The Term Sheet also states that [s]hould [U.S. CAPITAL] hereafter extend and the Company
hereafter decline a credit facility substantially along the lines of the proposed Credit Facility
described herein, the Company agrees that [US CAPITAL] shall be entitled to retain the Due
Diligence Fee in its entirety.
18. SWEENEY signed and executed the Term Sheet on behalf of U.S. CAPITAL and
BROOKLANDS also executed the Term Sheet and timely wired to U.S. CAPITAL the $15,000.00
Due Diligence Fee. SWEENEY and U.S. CAPITAL, however, knew at the time the Term Sheet was
provided to BROOKLANDS and all times thereafter, that they would not conduct a due diligence
investigation of BROOKLANDS in good faith; that they would not investigate and review the
Proposed Credit Facility in good faith; that U.S. CAPITAL would not offer any loan to
BROOKLANDS; and, that they would not locate any affiliate or assignee willing to offer
BROOKLANDS a loan substantially along the lines of the loan proposed in the Term Sheet. With
this knowledge, U.S. CAPITAL took the $15,000.00 Due Diligence Fee from BROOKLANDS with no
intention of providing any consideration in return for such or ever returning any portion of such to
BROOKLANDS.

19. On or about May 2, 2013, U.S. CAPITAL delivered via e-mail to BROOKLANDS offices in Palm
Beach County, Florida a Fee Agreement, previously signed by SWEENEY on behalf of U.S.
CAPITAL. A copy of which is attached hereto as Exhibit B.
20. The Fee Agreement provided by U.S. CAPITAL is a 3-page document typed in single spaced,
fine print. The Fee Agreement is intended to supplement and not contradict the previously executed
Term Sheet. Within the Fee Agreement, U.S. CAPITAL represented that it: (1) was engaged by
BROOKLANDS to provide the services set out in the schedules (the Services); (2) that as
remuneration for the services, BROOKLANDS shall pay U.S. CAPITAL additional, multiple fees,
including break- up fees, set out in the schedules; and, (3) that U.S. CAPITAL shall devote such
time and diligent efforts as may reasonably be necessary to perform the Services.
21. However, the schedules which identify the actual Services to be performed by U.S. CAPITAL
pursuant to the Fee Agreement reveal that U.S. CAPITAL was not obligated to perform any new act
or omission at all in consideration for the multiple, additional fees to be charged to BROOKLANDS.
22. At the time SWEENEY and U.S. CAPITAL presented the Fee Agreement to BROOKLANDS they
were aware that neither intended to perform any act or omission to provide any loan to
BROOKLANDS; that neither intended to perform a good faith due diligence, or any other,
investigation of BROOKLANDS; and that no affiliate or assign of U.S. CAPITAL would provide a loan
to BROOKLANDS substantially along the lines of the terms identified in the existing Term Sheet.
23. Also on May 2, 2013, U.S. CAPITAL electronically filed a UCC Lien against the assets of
BROOKLANDS to secure payment to U.S. CAPITAL of $10,000 identified as Break-Up Fees. A
copy of which is attached as Exhibit C.
24. According to U.S. CAPITAL, upon payment of the Break-Up Fees U.S. CAPITAL would
terminate the Lien and deliver to BROOKLANDS a UCC-3 Termination Statement.
25. Neither SWEENEY nor U.S. CAPITAL, however, intended at the time they caused the filing of
the UCC Lien to comply with their representations. Rather, SWEENEY and U.S. CAPITAL intended
to use the Lien against BROOKLANDS assets for the purpose extracting from BROOKLANDS the
$10,000 referred to therein knowing that U.S. CAPITAL would not conduct a due diligence
investigation of BROOKLANDS in good faith; would not investigate and review the Proposed Credit

Facility in good faith; that U.S. CAPITAL would not offer any loan to BROOKLANDS; and, that they
would not locate any affiliate or assignee willing to offer BROOKLANDS any loan substantially along
the lines of the loan proposed in the Term Sheet.
26. U.S. CAPITAL and SWEENEY also knew at the time that U.S CAPITAL filed the UCC Lien that
even if they terminated the Lien after BROOKLANDS paid the $10,000 Break Up Fee, U.S.
CAPITAL would file another UCC Lien because U.S. Capital intended to prevent BROOKLANDS
from entering into a future financing agreement with any assignee or affiliate of U.S. CAPITAL.
27. As of the date of filing this Complaint, and after the payment of $10,000 by BROOKLANDS to
U.S. CAPITAL expressly designated as Break Up Fees, U.S. CAPITAL has not delivered to
BROOKLANDS any UCC-3 Termination Statement and on November 22, 2013, U.S CAPITAL filed
a subsequent UCC Lien against the assets of BROOKLANDS without notice and for no legitimate
purpose.
28. On May 6, 2013, U.S. CAPITAL delivered to BROOKLANDS Palm Beach County office the
written details of U.S. CAPITALs purported due diligence investigation, followed by a conference
call between U.S. CAPITAL and BROOKLANDS, which advised that upon satisfactory completion of
the due diligence investigation, the funding of the loan should take place within 46 days after the
previous signing of the Term Sheet and payment of the Due Diligence Fee. A copy of which is
attached hereto as Exhibit D. Accordingly, the estimated expectation of completion of the due
diligence period and funding for the loan which BROOKLANDS reasonably relied upon, was June
11, 2013,
29. However, thereafter U.S. CAPITAL made only minimal, superficial requests for documentation
and information from BROOKLANDS designed to create the false impression that U.S. CAPITAL
was conducting a due diligence investigation. BROOKLANDS fully and timely complied with each
request.
30. Moreover, sometime prior to June 25, 2013, U.S. CAPITAL utilized the telephone or internet
across state lines to make Co-Defendant, ENTREPRENURIAL GROWTH CAPITAL, LLC (EGC),
aware of the terms of the Term Sheet between U.S. CAPITAL and BROOKLANDS.

31. EGC informed U.S. CAPITAL, via the internet or telephone across state lines, that it would not
provide a loan to BROOKLANDS substantially similar to the terms identified within the Term Sheet.
EGC similarly informed SWEENEY and U.S. CAPITAL of other specific terms, obligations, and
requirements that it would offer BROOKLANDS for any loan, including the payment of multiple,
additional fees by BROOKLANDS, a smaller overall loan, higher interest rates charged, and tighter
concentration limits and access to funding. SWEENEY and U.S. CAPITAL were aware that
BROOKLANDS would not accept such terms for any loan.
32. U.S. CAPITAL and SWEENEY however, had no intent on making any good faith effort to comply
with the provisions of the Term Sheet with BROOKLANDS, and instead were intent on avoiding
BROOKLANDS detection that they (1) never intended to conduct a due diligence investigation of
BROOKLANDS in good faith; (2) never intended to investigate and review the Proposed Credit
Facility in good faith; (3) never intended to offer any loan to BROOKLANDS; and, (4) never intended
to locate any affiliate or assignee willing to offer to BROOKLANDS any loan substantially along the
lines of the loan proposed in the Term Sheet.
33. Therefore U.S. CAPITAL entered into an agreement with EGC, agreed to via the telephone or
internet across state lines, to accomplish the following unlawful plan, scheme and enterprise:
U.S. CAPITAL would assign its interest in the BROOKLANDS proposed loan facility to EGC
without disclosing the assignment of the loan to BROOKLANDS;
U.S. CAPITAL would then convince BROOKLANDS to sign a new Term Sheet which would
change the terms to include a loan proposal which would arguably be substantially along the lines
of a loan which EGC would subsequently offer to BROOKLANDS;
After U.S. CAPITAL convinced BROOKLANDS to execute the new Term Sheet, it would advise
BROOKLANDS of the assignment to EGC and EGC would present to BROOKLANDS its own
separate version of a term sheet which would obligate BROOKLANDS to pay additional fees to
EGC, including fees for another due diligence investigation;
Having assigned the loan proposal identified in the new Term Sheet to EGC, U.S. CAPITAL would
relieve itself of any fear that its true, undisclosed intentions would be detected by BROOKLANDS;
and,

 As long as EGC offered to BROOKLANDS a loan which was substantially along the lines of the
new Term Sheet, both U.S. CAPITAL and EGC would remain entitled to receipt of the various fees
chargeable to or already paid by BROOKLANDS, in spite of their knowledge that BROOKLANDS
would not accept such terms.
34. In furtherance of this scheme and enterprise to defraud, on or before June 25, 2014, EGC
delivered to U.S. CAPITAL, via the internet across state lines, a copy of a written loan proposal
addressed directly to BROOKLANDS and dated June 25, 2013. A copy of which is attached hereto
as Exhibit E.
35. Although the proposal is addressed specifically to BROOKLANDS and the introductory
paragraph states, We understand that Brooklands, Inc. (Borrower) desires to enter into a financing
arrangement with Entreprenurial Growth Capital, LLC (EGC), BROOKLANDS had never
communicated with EGC and had never expressed any desire to anyone of entering into any
arrangement with EGC.
36. On or about June 26, 2013, U.S. CAPITAL, in furtherance of the unlawful enterprise with EGC,
e-mailed to BROOKLANDS at their office in Palm Beach County Florida another new Term Sheet for
Proposed Credit Facility and required BROOKLANDS to execute such in order for U.S, CAPITAL to
continue to assess the proposed loan to BROOKLANDS. A copy of which is attached hereto as
Exhibit F.
37. The June 26, 2013 Term Sheet is materially different than, and not substantially along the lines
of, the terms of the loan proposed within the original Term Sheet. For example, the June 26 Term
Sheet substantially increased the collateral and security requirements of BROOKLANDS in order to
secure any loan; abbreviated the guaranteed term of the loan facility agreement from 3 to 2 years;
substantially restricted the eligibility of any loan advance; doubled the loan facility fee from 1% to
2%; increased the maximum interest rates charged to BROOKLANDS by as much as 2.5%; and
added additional, multiple fees such as a $1,000.00 per day (plus costs), field examiner fee, and
third party fees including legal fees estimated not to exceed $7,500.
38. U.S. CAPITAL told and emphasized to BROOKLANDS in telephone conversations to
BROOKLANDS while BROOKLANDS was located in its Palm Beach County office, that the new
Term Sheet was a mere proposal which did not bind BROOKLANDS any further than the previous

Term Sheet, and that the new terms were only additional considerations for the U.S. CAPITAL
internal credit committee to evaluate and consider when rendering a final decision on the loan to be
offered to BROOKLANDS. U.S. CAPITAL intentionally failed to inform BROOKLANDS that U.S.
CAPITAL had no intention of offering any loan to BROOKLANDS and had in fact previously
assigned the loan to third party, EGC.
39. Based upon the representations of U.S. CAPITAL and the failure to inform BROOKLANDS that
U.S. CAPITAL had previously assigned the loan, BROOKLANDS executed the June 26, 2013 Term
Sheet. Had SWEENEY or U.S. CAPITAL informed BROOKLANDS that U.S. CAPITAL had no
intention of providing BROOKLANDS any loan and had previously assigned its interests in the loan
to a third party, BROOKLANDS would not have signed and executed the new Term Sheet dated
June 26, 2013.
40. Two days later, on June 28, 2013, U.S. CAPITAL delivered via e-mail to BROOKLANDS a
Commitment Letter for Proposed Credit Facility (Commitment). A copy of which is attached hereto
as Exhibit G. The Commitment informed BROOKLANDS that U.S. CAPITAL was pleased to advise
that it had completed its due diligence and underwriting on BROOKLANDS but had assigned the
Term Sheet of June 26, 2013, to its Assignee, EGC.
41. U.S. CAPITAL attached to the Commitment delivered to BROOKLANDS the EGC proposal
dated June 25, 2013, which U.S. CAPITAL possessed prior to e-mailing and convincing
BROOKLANDS to execute the June 26, 2015 revised Term Sheet.

See Exhibit G.

42. The EGC proposal is substantially along the lines of the terms identified in the Term Sheet
between U.S. CAPITAL and BROOKLANDS dated 2 days prior. EGCs proposal, however, also
required an additional $7,500.00 deposit by BROOKLANDS to cover EGC expenses for
establishing a lender/borrower arrangement. The deposit was to be returned or credited to
BROOKLANDS in the event EGC declined to offer a loan, or EGC approved a loan which actually
funded within 30 days. However, BROOKLANDS was also responsible for third party costs which
exceeded the deposit amount if incurred by EGC in conducting its own due diligence,
43. The purported purpose of the EGC deposit is synonymous with the purported due diligence
investigation which U.S. CAPITAL contractually agreed to perform for BROOKLANDS and charged
BROOKLANDS a $15,000.00 Due Diligence Fee. Further, U.S. CAPITALs commitment letter which

informed BROOKLANDS of the assignment of its interest in the BROOKLANDS loan facility also
advised that U.S. CAPITALs due diligence and underwriting for BROOKLANDS had been
completed.
44. In furtherance of the unlawful enterprise between U.S. CAPITAL and EGC referred to herein,
U.S. CAPITAL, via e-mail and telephone conversations, persuaded BROOKLANDS to execute the
EGC proposal by advising BROOKLANDS that the EGC proposal was merely a non-binding,
starting point for negotiations with EGC, which outlined the terms and conditions from which
negotiations would eventually result in a loan acceptable to BROOKLANDS. In reliance upon these
representations and without knowledge of the unlawful enterprise between U.S. CAPITAL and EGC,
on July 2, 2013, BROOKLANDS executed the EGC proposal and paid the $7,500 deposit for EGC
by wire transfer.
45. U.S. CAPITAL knew at the time these statements and representations were made to
BROOKLANDS that they were false and that EGC had no intention of offering any loan to
BROOKLANDS which was substantially along the lines of any loan acceptable to BROOKLANDS.
U.S. CAPITAL also continued to intentionally fail to inform BROOKLANDS the fact that U.S.
CAPITAL assigned the loan to EGC prior to presenting and convincing BROOKLANDS to execute
the June 26, 2013 Term Sheet.
46. Further at all times and including the moment that BROOKLANDS executed the EGC proposal,
U.S. CAPITAL held itself out as the agent of EGC. U.S. CAPITAL caused the EGC proposal to be
delivered directly to BROOKLANDS as an attachment to the U.S. CAPITAL Commitment; U.S.
CAPITAL representatives were the only individuals who communicated with BROOKLANDS
concerning the terms and conditions of the EGC proposal; and BROOKLANDS had not been
introduced or otherwise engaged in any communication whatsoever with EGC at any time prior to
U.S. CAPITALs representations to BROOKLANDS which induced BROOKLANDS to execute the
EGC proposal.
47. Had U.S. CAPITAL been honest, truthful and forthright with BROOKLANDS, and informed
BROOKLANDS of its assignment prior to presenting the new Term Sheet to BROOKLANDS; the fact
that U.S. CAPITAL had not conducted a good faith due diligence investigation; and/or informed
BROOKLANDS of the enterprise described in paragraph 33 of this Complaint, BROOKLANDS would
not have signed and executed the EGC proposal.

48. Subsequent to the execution of the EGC proposal and the payment by BROOKLANDs of the
$7,500 deposit to EGC, EGC purportedly conducted another due diligence investigation of
BROOKLANDS for which EGC claims to have incurred $18, 750.0 in legal fees; $4,363.63 for a
field examination; and $755.43 to conduct UCC searches. See EGC Invoice attached hereto as
Exhibit H. Notably, EGCs invoice charges BROOKLANDS $18,750.00, in legal fees as of July 10,
2013, only 5 business days after BROOKLANDS executed the EGC proposal on July 2, 2013. The
purported field examination was also conducted, if at all, by an individual who is employed on a
regular, full-time basis as a maintenance supervisor at a South Florida hotel.
49. Ultimately, the only loan facility actually offered by EGC to BROOKLANDS was consistent with
the terms of the June 26 Term Sheet between BROOKLANDS and U.S. CAPITAL and the EGC
proposal dated June 25, 2013, and therefore unacceptable to BROOKLANDS. See Exhibit I
attached hereto. Upon review and evaluation of the loan terms offered by EGC, BROOKLANDS
realized that the multiple fees, expenses, and interest rates charged against the actual funding to be
made available as a loan to BROOKLANDS, created a usurious, illegal loan without providing the
funding needed by BROOKLANDS to satisfy its financial needs. Accordingly, on August 20, 2013,
BROOKLANDS terminated its relationship with EGC.
50. Thereafter, in furtherance of the unlawful enterprise, U.S. CAPITAL demanded payment from
BROOKLANDS of the $10,000 Break-Up Fee detailed in the Fee Agreement between the parties.
And on September 5, 2013, EGC informed BROOKLANDS that it was retaining the $7,500.00
BROOKLANDS deposit and invoiced BROOKLANDS another $16,369.06, for the legal fees and
expenses allegedly incurred during EGCs purported due diligence investigation. See Exhibit H.
51. On October 14, 2013, BROOKLANDS and U.S. CAPITAL, with SWEENEY acting as the Chief
Executive Officer of U.S. CAPITAL, executed a Full And Final Release Agreement (Release). A
copy of which is attached hereto as Exhibit J . The terms of the Release provide that U.S. CAPITAL
could retain BROOKLANDS $15,000.00 Due Diligence Fee and BROOKLANDS would pay an
additional $10,000 to US Capital designated as the Break-Up Fee. U.S. CAPITAL agreed that
upon receipt of the $10,000, all security interests which it may then or thereafter have in any
assets of BROOKLANDS shall without further action be terminated. U.S. CAPITAL also expressly
agreed to deliver to BROOKLANDS the UCC-3 Termination Statements required to release all
security interests of U.S. CAPITAL, including without limitation the UCC-3 Termination Statements
with respect to the UCC Lien originally filed by U.S. CAPITAL on May 2, 2013.

52. The term parties within the Release expressly includes U.S. CAPITALs assigns, and therefore
EGC. The Release is specifically intended to finally resolve all of the claims and issues related to
the relationship, as well as any and all past, present or future claims, and liability of whatever kind,
among the parties.
53. BROOKLANDS complied with its obligations under the Release and paid U.S. CAPITAL the
additional $10,000. Consistent with its enterprise to defraud BROOKLANDS at all times relevant,
however, on November 22, 2013, U.S. CAPITAL filed a new UCC Lien against the assets of
BROOKLANDS (Filing No. 2013 4119229), without any notice to BROOKLANDS nor right to do so,
and contrary to the express terms of the Release.
54. U.S. CAPITAL also failed to inform its assignee EGC of the Release and the fact that the
Release resolved any and all claims which EGC may assert against BROOKLANDS. And, on
October 21, 2013, EGC filed a separate UCC Lien against the assets of BROOKLANDS (File No.
2013 4119229), without any notice to BROOKLANDS, and in violation of the terms of the Release.
55. Moreover, at no time prior to the execution of the Release or thereafter did U.S. CAPITAL
notify BROOKLANDS that U.S. CAPITAL had not informed its assignee, EGC that it was negotiating
and executing the Release which would bind EGC. Neither did U.S. CAPITAL inform
BROOKLANDS that it did not possess the authority to bind its Assignee EGC to the Release. At the
time it executed the Release, U.S. CAPITAL also had no intention of providing BROOKLANDS any
UCC-3 Termination Statement even in the event BROOKLANDS paid the $10,000 required pursuant
to the Release.
56. Had BROOKLANDS been informed of U.S. CAPITALs failure to inform EGC that it was
negotiating and executing the Release on behalf of EGC, its lack of authority to bind its Assignee
EGC to the Release; or that U.S. CAPITAL had no intention of providing BROOKLANDS with the
UCC-3 Termination Statement for the May 2, 2013 Lien, or that U.S.CAPITAL would subsequently
file a new UCC Lien; BROOKLANDS would not have executed the Release.
57. Thereafter BROOKLANDS sought to satisfy its funding needs from other independent sources,
including Trade Finance Partners, an affiliate of The City of London Group, plc.,(TFP). TFP
conducted its own due diligence of BROOKLANDS and the parties were in the final stages of
negotiating a firm agreement whereby TFP would provide the funding necessary to BROOKLANDS

upon acceptable terms, when TFP informed BROOKLANDS of the existence of the U.S. CAPITAL
and EGC Liens filed subsequent to the execution of the Release.
58. On August 18, 2014, TFP informed BROOKLANDS of the UCC Liens filed by US CAPITAL and
EGC. On August 18, 2014, BROOKLANDS e-mailed US CAPITAL and requested the immediate
termination of the Liens. On August 19, 2014, US CAPITAL acknowledged receipt of
BROOKLANDS e-mail and requested a telephone conversation to address BROOKLANDS
concerns.
59. Thereafter, on August 19, 2014, BROOKLANDS spoke directly with US CAPITAL and reiterated
the demand for the immediate termination of the Liens. US CAPITAL, however, refused and insisted
that its Lien will remain in effect for the full term of its prior agreement with BROOKLANDS, a total of
5 years. The reasoning communicated to BROOKLANDS was US CAPITALs purported entitlement
to notice and approval of any new lender with whom BROOKLANDS may do business within the
term of their prior agreement. This is in spite of and contrary to the explicit terms of the parties Full
and Final Release executed in October 2013.
60. On August 28, 2014, an attorney representing TFP delivered an e-mail to US CAPITAL and
requested confirmation that US CAPITAL terminated the Liens because she represented a secured
party with a security interest in the same collateral. US CAPITAL did not respond, nor terminate the
Liens.
61. On October 9, 2014, TFP informed BROOKLANDS that their prospective relationship was at a
stalemate as a result of the existing Liens and there was no solution until terminated. TFP also
forwarded to BROOKLANDS for payment an invoice from its attorneys in the amount of $2,662.50,
which evidences the prospective business relationship between TFP and BROOKLANDS as well as
the attorneys August 28, 2014, communication to US CAPITAL regarding open UCCs.
62. Only after learning of the filing of this suit, did US CAPITAL take action to terminate its Lien on
October 23, 2014. EGC also refused to terminate its Lien until after this suit was filed, claiming it
possessed no notice of or acquiescence to the terms of the Release Agreement. As a direct result
of the U.S. CAPITAL and EGC UCC Liens, TFP declined to provide BROOKLANDS any funding
thereby causing BROOKLANDS to loose specific sale opportunities, including but not limited to,
foregoing the opportunity sell in excess of 34,000 units on the QVC television station, and satisfy

another independent opportunity for the sale of 5000 additional units, because it could not obtain
the funding necessary to manufacture the requested number of units. The acts and omissions of
EGC and U.S. CAPITAL in furtherance of the unlawful enterprise therefore not only slandered
BROOKLANDS business reputation, but intentionally and without justification interfered with the
business relationship between BROOKLANDS and TFP, proximately causing the loss of hundreds
of thousands of dollars in business for BROOKLANDS.
63. On October 8, 2014, BROOKLANDS received correspondence from EGC demanding the
immediate payment of $16,369.06, for purported third party expenses incurred by EGC or EGC will
sue BROOKLANDS and seek reimbursement of its additional attorneys fees in doing so. See
Exhibit J attached hereto.
64. EGC has since denied that it is an Assignee of U.S. CAPITAL.
65. As of the date of filing this suit, the UCC Liens filed by both US CAPITAL and EGC remained
pending and BROOKLANDS continued to suffer the consequential legal and equitable damage as a
direct result thereof.
ALLEGATIONS COMMON TO ALL COUNTS BASED UPON THE
RACKETEER INFLUENCED AND CORRUPT ORGANIZATIONS ACT

66. It shall be unlawful for any person employed by or associated with any
enterprise engaged in, or the activities of which affect, interstate or foreign commerce, to conduct or
participate, directly or indirectly, in the conduct of such enterprises affairs through a pattern of
racketeering activity or collection of unlawful debt. 18 U.S.C. 1962(c).
67. Each occasion whereby U.S. CAPITAL utilized the internet to communicate and transmit to
BROOKLANDS via e-mail the following: (1) the April 2013 Term Sheet; (2) the May 2, 2013 Fee
Agreement, (3) the May 6, 2013 documents describing the details of the purported Due Diligence
investigation to be conducted by U.S. CAPITAL; (4) the June 26, 2013 Term Sheet, (5) the June 28,
2013 Commitment and June 25, 2013 EGC proposal; and, (6) the October 13, 2013 Full and
Release Agreement, constitute separate acts of wire fraud, indictable under 18 U.S.C. 1348.

68. Each occasion where U.S. Capital communicated to BROOKLANDS via e-mail and the
telephone the representations, inducements and promises and intentionally withheld material
information which if known to BROOKLANDS, would have caused BROOKLANDS to refrain from
entering into and executing the (1) the April 2013 Term Sheet; (2) the May 2, 2013 Fee Agreement,
(4) the June 26, 2013 Term Sheet, (5) the June 28, 2013 Commitment and June 25, 2013 EGC
proposal; and, (6) the October 13, 2013 Full and Release Agreement, constitute separate acts of
wire fraud, indictable under 18 U.S.C. 1348.
69. U.S. Capital utilized the internet to transmit and deliver the documents, communications and
information identified above from California to Florida for the purpose of intentionally and knowingly
using interstate commerce in furtherance of an enterprise to defraud BROOKLANDS.
70. The representations and omissions by U.S. CAPITAL were material to BROOKLANDs decision
to enter into each of the agreements; U.S. CAPITAL knew at the time that it made each of the
material misrepresentations of fact and intentional omissions of fact that they were necessary to
induce BROOKLANDS into signing and executing each agreement; BROOKLANDS in fact did sign
and execute each agreement in reliance upon the misrepresentations made and omissions withheld
by U.S. CAPITAL, and thereby paid to U.S CAPITAL and EGC the fees identified throughout the
Complaint; expended valuable time and resources in pursuit of the perceived U.S. CAPITAL and
EGC funding opportunities, and refrained from pursuing other legitimate opportunities to satisfy its
funding needs.
71. As a direct and proximate result of the fraudulent scheme and enterprise engaged in and
committed by U.S. CAPITAL and EGC, BROOKLANDS has been damaged by the slander to its
business representation caused by the UCC Liens, by the loss of legitimate funding opportunities
and the consequential inability to sell its products; the loss of time, effort and resources of
BROOKLANDS personnel spent pursuing the perceived U.S. CAPITAL and EGC funding
opportunities; as well as the out of pocket fees paid to U.S. CAPITAL and EGC.
72. Through the intentional commission of the overt acts and omissions detailed herein by
U.S.CAPITAL and EGC, including but not limited to those described in paragraphs 33-49 of this
Complaint, U.S. CAPITAL and EGC agreed to, and took action in furtherance of, the creation of an
unlawful enterprise to commit at least 2 predicate acts which form a pattern of racketeering activity to

defraud BROOKLANDS out of monies,, and such agreement served to violate sub-sections (a), (c),
and (d) of 18 U.S.C. 1962.
73. The acts and omissions of U.S. CAPITAL and EGC also have the intended effect of projecting
into the future and threaten repetitious damage to BROOKLANDS, as BROOKLANDS will continue
to experience the slander to its business and lost business opportunities as a direct result of such
acts and omissions, until and unless relief for such is provided by this Court. Moreover,
BROOKLANDS can never recoup the business opportunities already lost as a result of the unlawful
enterprise of U.S. CAPITAL and EGC. Further, the agreements, documentation, and processes
utilized by U.S. CAPITAL in this action are form agreements and standard operating procedures,
obviously prepared and implemented for the purpose of furthering the pattern of racketeering activity
with its assignees as described herein for any and all businesses similarly situated to
BROOKLANDS who present themselves to U.S. CAPITAL in the future.

COUNT I:
CIVIL VIOLATION OF THE RACKETEER
INFLUENCED AND CORRUPT ORGANIZATIONS ACT,
18 U.S.C. 1962(a),
BY JEFFREY SWEENEY
74. The Plaintiff hereby adopts each and every allegation in paragraphs 1 through 73 as if fully realleged herein.
75. It shall be a violation for any person to receive income, directly or indirectly, from a pattern of
racketeering activity. 18 U.S.C. 1962(a).
76. As a direct, consequential and intended result of the pattern of racketeering activity alleged
throughout this Complaint, U.S. CAPITAL took possession of and has retained monies from
BROOKLANDS in the form of a $7,500.00 Due Diligence Fee and a $10,000.00 Break-Up Fee.
77. The pattern of racketeering activity committed by U.S. CAPITAL as alleged throughout this
Complaint occurred as the result of the planning, direction and control of Defendant SWEENEY.

78. As the Chief Executive Officer and/or Managing Director of U.S. CAPITAL at all times relevant,
Defendant SWEENEY received income directly from U.S. CAPITAL which was derived directly or
indirectly from the pattern of racketeering activity alleged throughout this Complaint.
WHEREFORE, the Plaintiff BROOKLANDS respectfully requests this Court to enter judgment
against Defendant JEFFREY SWEENEY as to this Count I Civil Violation of the Racketeer
Influenced and Corrupt Organizations Act, 18 U.S. Section 1962(a) and award all legal and
equitable relief to BROOKLANDS which it is entitled to as a matter of law and equity, including but
not limited to treble damages.

COUNT II:
CIVIL VIOLATION OF THE RACKETEER
INFLUENCED AND CORRUPT ORGANIZATIONS ACT,
18 U.S.C. 1962(c),
BY JEFFREY SWEENEY
79. The Plaintiff hereby adopts each and every allegation in paragraphs 1 through 73 as if fully realleged herein.
80. It shall be unlawful for any person employed by or associated with any enterprise engaged in, or
the activities of which affect, interstate commerce or foreign commerce, to conduct or participate,
directly or indirectly, in the conduct of such enterprises affairs through a pattern of racketeering
activity. 18 U.S.C. 1962( c)
81. At all times relevant, SWEENEY possessed and exercised managerial or operational control
over the enterprise between U.S. CAPITAL and EGC to conduct the acts and omissions described
throughout this Complaint in furtherance of a pattern of racketing activity.
82. SWEENEY employed, or caused others under his direction and control to employ, the internet
and telephone to communicate and transmit documents and information across state lines in
furtherance of the enterprise, and therefore affected interest commerce. Additionally, the
consequential and continuing damage to BROOKLANDS caused directly by the unlawful enterprise
continues to adversely affect interstate commerce in that BROOKLANDS has been denied

opportunities to engage in interstate commerce through the receipt of legitimate funding from
legitimate sources across state lines and foreign countries, and denied the opportunity to sell
additional products across state lines and foreign countries.
WHEREFORE, the Plaintiff BROOKLANDS respectfully requests this Court to enter judgment
against Defendant JEFFREY SWEENEY as to this Count II Civil Violation of the Racketeer
Influenced and Corrupt Organizations Act, 18 U.S. Section 1962(c) and award all legal and
equitable relief to BROOKLANDS which it is entitled to as a matter of law and equity, including but
not limited to treble damages.

COUNT III:
CIVIL VIOLATION OF THE RACKETEER
INFLUENCED AND CORRUPT ORGANIZATIONS ACT,
18 U.S.C. 1962(d),
BY JEFFREY SWEENEY
83. The Plaintiff hereby adopts each and every allegation in paragraphs 1 through 73 as if fully realleged herein.
84. It shall be unlawful for any person to conspire to violate any provision of subsections (a) or (c) of
42 U.S.C. Section 1962.
85. As alleged throughout this Complaint, SWEENEY entered into an agreement with EGC to
commit at least 2 predicate acts which form a pattern of racketeering activity and an agreement to
engage in the conduct which violates subsections (a) and (c) of 18 U.S. C. Section 1962.
WHEREFORE, the Plaintiff BROOKLANDS respectfully requests this Court to enter judgment
against Defendant JEFFREY SWEENEY as to this Count III Civil Violation of the Racketeer
Influenced and Corrupt Organizations Act, 18 U.S. Section 1962(d) and award all legal and
equitable relief to BROOKLANDS which it is entitled to as a matter of law and equity, including but
not limited to treble damages.

COUNT IV:

CIVIL VIOLATION OF THE RACKETEER INFLUENCED AND CORRUPT

ORGANIZATIONS ACT, 18 U.S.C. 1962(a),
BY U.S.CAPITAL PARTNERS, LLC
86. The Plaintiff hereby adopts each and every allegation in paragraphs 1 through 73 as if fully realleged herein.
87. It shall be a violation for any person to receive income, directly or indirectly, from a pattern of
racketeering activity. 18 U.S.C. 1962(a).
88. As a direct, consequential and intended result of the pattern of racketeering activity alleged
throughout this Complaint, U.S. CAPITAL took possession of and has retained monies from
BROOKLANDS in the form of a $7,500.00 Due Diligence Fee and a $10,000.00 Break-Up Fee.
89. The pattern of racketeering activity committed by U.S. CAPITAL as alleged throughout this
Complaint occurred as the result of the planning, direction and control of Defendant SWEENEY, who
at all times relevant was the Chief Executive Officer and/or Managing Director of U.S. CAPITAL.
90. U.S. CAPITAL received income directly or indirectly from the pattern of racketeering activity
alleged throughout this Complaint.
WHEREFORE, the Plaintiff BROOKLANDS respectfully requests this Court to enter judgment
against Defendant U.S. CAPITAL as to this Count IV Civil Violation of the Racketeer Influenced and
Corrupt Organizations Act, 18 U.S. Section 1962(a) and award all legal and equitable relief to
BROOKLANDS which it is entitled to as a matter of law and equity, including but not limited to treble
damages.

COUNT V:
CIVIL VIOLATION OF THE RACKETEER INFLUENCED AND CORRUPT
ORGANIZATIONS ACT, 18 U.S.C. 1962(c),
BY U.S. CAPITAL PARTNERS, LLC
91. The Plaintiff hereby adopts each and every allegation in paragraphs 1 through 73 as if fully realleged herein.

92. It shall be unlawful for any person employed by or associated with any enterprise engaged in, or
the activities of which affect, interstate commerce or foreign commerce, to conduct or participate,
directly or indirectly, in the conduct of such enterprises affairs through a pattern of racketeering
activity. 18 U.S.C. 1962 (c).
93. At all times relevant, U.S. CAPITAL possessed and exercised managerial or operational control
over the enterprise between U.S. CAPITAL and EGC to conduct the acts and omissions described
throughout this Complaint in furtherance of a pattern of racketing activity.
94. U.S. CAPITAL employed the internet and telephone to communicate and transmit documents
and information across state lines in furtherance of the unlawful enterprise, and therefore affected
interest commerce. Additionally, the consequential and continuing damage to BROOKLANDS
caused directly by the unlawful enterprise continues to adversely affect interstate commerce in that
BROOKLANDS has been denied opportunities to engage in interstate commerce through the receipt
of legitimate funding from legitimate sources across state lines and foreign countries, and denied the
opportunity to sell additional products across state lines and foreign countries.
WHEREFORE, the Plaintiff BROOKLANDS respectfully requests this Court to enter judgment
against Defendant U.S. CAPITAL as to this Count V Civil Violation of the Racketeer Influenced and
Corrupt Organizations Act, 18 U.S. Section 1962(c) and award all legal and equitable relief to
BROOKLANDS which it is entitled to as a matter of law and equity, including but not limited to treble
damages.

COUNTV VI:
CIVIL VIOLATION OF THE RACKETEER INFLUENCED AND CORRUPT
ORGANIZATIONS ACT, 18 U.S.C. 1962(d),
BY U.S. CAPITAL PARTNERS, LLC
95. The Plaintiff hereby adopts each and every allegation in paragraphs 1 through 73 as if fully realleged herein.
96. It shall be unlawful for any person to conspire to violate any provision of subsections (a) or (c) of
42 U.S.C. Section 1962.

97. As alleged throughout this Complaint, U.S. CAPITAL entered into an agreement with EGC to
commit at least 2 predicate acts which form a pattern of racketeering activity and an agreement to
engage in the conduct which violates subsections (a) and (c) of 18 U.S.C. Section 1962
WHEREFORE, the Plaintiff BROOKLANDS respectfully requests this Court to enter judgment
against Defendant U.S. CAPITAL PARTNERS, LLC as to this Count VI Civil Violation of the
Racketeer Influenced and Corrupt Organizations Act, 18 U.S. Section 1962(d) and award all legal
and equitable relief to BROOKLANDS which it is entitled to as a matter of law and equity, including
but not limited to treble damages.
COUNT VII:
CIVIL VIOLATION OF THE RACKETEER INFLUENCED AND CORRUPT ORGANIZATIONS ACT, 18
U.S.C. 1962(a),
BY ENTREPRENEUR GROWTH CAPITAL, INC.

98. The Plaintiff hereby adopts each and every allegation in paragraphs 1 through 73 as if fully realleged herein.
99. It shall be a violation for any person to receive income, directly or indirectly, from a pattern of
racketeering activity. 18 U.S.C. 1962(a).
100. As a direct, consequential and intended result of the pattern of racketeering activity alleged
throughout this Complaint, EGC took possession of and has retained monies from BROOKLANDS in
the form of a $7,500.00 deposit.
101. The pattern of racketeering activity committed by EGC as alleged throughout this Complaint
occurred as the result of the planning, direction and control of Defendant EGC.
102. EGC received income directly or indirectly from the pattern of racketeering activity alleged
throughout this Complaint.
WHEREFORE, the Plaintiff BROOKLANDS respectfully requests this Court to enter judgment
against Defendant ENTREPRENEUR GROWTH CAPITAL, INC. as to this Count VII Civil Violation
of the Racketeer Influenced and Corrupt Organizations Act, 18 U.S. Section 1962(a) and award all

legal and equitable relief to BROOKLANDS which it is entitled to as a matter of law and equity,
including but not limited to treble damages.

COUNT VIII:
CIVIL VIOLATION OF THE RACKETEER INFLUENCED AND CORRUPT
ORGANIZATIONS ACT, 18 U.S.C. 1962(d),
BY ENTREPRENEUR GROWTH CAPITAL, INC.
103. The Plaintiff hereby adopts each and every allegation in paragraphs 1 through 73 as if fully realleged herein.
104. It shall be unlawful for any person to conspire to violate any provision of subsections (a) or (c)
of 42 U.S.C. Section 1962.
105. As alleged throughout this Complaint, EGC entered into an agreement with U.S. CAPITAL to
commit at least 2 predicate acts which form a pattern of racketeering activity and an agreement to
engage in conduct which violates subsections (a) and (c) of 18 U.S.C. Section 1962
WHEREFORE, the Plaintiff BROOKLANDS respectfully requests this Court to enter judgment
against Defendant ENTREPRENEUR GROWTH CAPITAL, INC. as to this Count VIII Civil Violation
of the Racketeer Influenced and Corrupt Organizations Act, 18 U.S. Section 1962(d) and award all
legal and equitable relief to BROOKLANDS which it is entitled to as a matter of law and equity,
including but not limited to treble damages.

COUNT IX:
COMMON LAW FRAUDULENT INDUCEMENT BY JEFFREY SWEENEY
106. The Plaintiff hereby adopts each and every allegation in paragraph 1 through 73 as if fully realleged herein.
107. Limited liability company officers and directors are individually liable for the intentional torts they
conduct, such as fraudulent inducement, even if the acts and omissions which constitute the tort are
committed within the course and scope of their employment.

108. SWEENEY intentionally made, or caused to be made, the material misrepresentations of fact to
BROOKLANDS detailed throughout this Complaint, including but not limited to paragraphs 15, 16,
17, 20, 24 ,28, 35, 36, 38, 40, 44, 46, 51 and 53 of this Complaint knowing they were false.
109. SWEENEY intentionally withheld or caused to be withheld, the material facts, knowledge and
intent of BROOKLANDS as detailed throughout this Complaint, including but not limited to
paragraphs 18, 22, 25, 26, 30, 31, 32, 33, 34, 39, 45, 47, 54, 55, and 57 of this Complaint knowing
those representations, if accurately conveyed to BROOKLANDS were material to BROOKLANDS
decision whether to enter into the following agreements (1) the April 2013 Term Sheet; (2) the May
2, 2013 Fee Agreement, (3) the June 26, 2013 Term Sheet, (4) the June 28, 2013 Commitment, (5)
the June 25, 2013 EGC proposal; and, (5) the October 13, 2013 Full and Release Agreement.
110. SWEENEY made, or caused others to make the material misrepresentations of fact, and
withheld the statements of fact, with the intent and for the purpose of, inducing BROOKLANDS to
rely upon such in considering whether to enter into the following agreements (1) the April 2013
Term Sheet; (2) the May 2, 2013 Fee Agreement, (3) the June 26, 2013 Term Sheet, (4) the June
28, 2013 Commitment, (5) the June 25, 2013 EGC proposal; and, (5) the October 13, 2013 Full and
Release Agreement.
111. BROOKLANDS in fact relied upon the misrepresentations made and facts withheld in deciding
to enter into the agreements described in this Count. BROOKLANDS reliance was reasonable. Had
BROOKLANDS been informed of all accurate, material facts and the false representations not been
made by SWEENEY or at SWEENEYs direction and control, BROOKLANDS would not have
entered into any of the agreements with U.S. CAPITAL or EGC.
112. As a direct and proximate result of BROOKLANDS reliance on the misrepresentations made
and facts withheld by SWEENEY, or others at SWEENEYs direction and control, BROOKLANDS
has been damaged.
WHEREFORE, the Plaintiff BROOKLANDS respectfully requests this Court to enter judgment
against Defendant JEFFREY SWEENEY as to this Count IX for FRADULENT INDUCEMENT and
award all legal and equitable relief to BROOKLANDS which it is entitled to as a matter of law and
equity, including but not limited to rescission of all agreements and restitution.
COUNT X:

COMMON LAW FRAUDULENT INDUCEMENT BY U.S. CAPITAL PARTNERS, LLC

113. The Plaintiff hereby adopts each and every allegation in paragraph 1 through 73 as if full realleged herein.
114. U.S. CAPITAL intentionally made the material misrepresentations of fact to BROOKLANDS
throughout this Complaint, including but not limited to paragraphs 15, 16, 17, 20, 24 ,28, 35, 36, 38,
40, 44, 46, 51 and 53 of this Complaint knowing they were false.
115. U.S. CAPITAL intentionally withheld the material facts from BROOKLANDS detailed throughout
this Complaint, including but not limited to paragraphs 18, 22, 25, 26, 30, 31, 32, 33, 34, 39, 45, 47,
54, 55, and 57 of this Complaint knowing those representations, if accurately conveyed to
BROOKLANDS were important to BROOKLANDS decision whether to enter into the following
agreements (1) the April 2013 Term Sheet; (2) the May 2, 2013 Fee Agreement, (3) the June 26,
2013 Term Sheet, (4) the June 28, 2013 Commitment, (5) the June 25, 2013 EGC proposal; and,
(5) the October 13, 2013 Full and Release Agreement.
116. U.S. CAPITAL made the material misrepresentations of fact and withheld the material facts with
the intent and for the purpose of inducing BROOKLANDS to rely upon such in considering whether
to enter into the following agreements (1) the April 2013 Term Sheet; (2) the May 2, 2013 Fee
Agreement, (3) the June 26, 2013 Term Sheet, (4) the June 28, 2013 Commitment, (5) the June 25,
2013 EGC proposal; and, (5) the October 13, 2013 Full and Release Agreement.
117. BROOKLANDS in fact relied upon the misrepresentations made and facts withheld in deciding
to enter into the agreements described in this Count. BROOKLANDS reliance was reasonable. Had
BROOKLANDS been informed of all accurate, material facts and the false representations not been
made by U.S. CAPITAL, BROOKLANDS would not have entered into any of the agreements with
US. CAPITAL or EGC.
118. As a direct and proximate result of BROOKLANDS reliance on the representations made and
those withheld by U.S. CAPITAL BROOKLANDS has been damaged.
WHEREFORE, the Plaintiff BROOKLANDS respectfully requests this Court to enter judgment
against Defendant U.S. CAPITAL PARTNERS, LLC as to this Count X for FRADULENT

INDUCEMENT and award all legal and equitable relief to BROOKLANDS which it is entitled to as a
matter of law and equity, including but not limited to rescission of all agreements and restitution.
COUNT XI:
FRAUDULENT UCC FILINGS AGAINST JEFFREY SWEENEY
(COMMON LAW SLANDER/LIBEL)

119. The Plaintiff hereby adopts each and every allegation in paragraph 1 through 73 as if full realleged herein.
120. Limited liability company officers and directors are individually liable for the intentional torts they
commit, even if the acts and omissions which constitute the tort are committed within the course and
scope of their employment.
121. SWEENEY filed, or caused to be filed, on behalf of U.S. CAPITAL a UCC Lien on November
22, 2013 against the assets of BROOKLANDS.
122. SWEENEY knew at the time the UCC Lien was filed that the representation inherent therein
that U.S.CAPITAL possessed a legitimate interest to lien any asset of BROOKLANDS was materially
false and/or fraudulent. SWEENEY also knew at the time the UCC Lien was filed that U.S. CAPITAL
had no right or legitimate interest to do so and hinder the assets of BROOKLANDS. SWEENEY filed
the Lien for the express purpose of slandering the business of BROOKLANDS and causing
BROOKLANDS damage.
123. Specifically, SWEENEY previously represented and agreed within the Release that upon the
receipt of $10,000 from BROOKLANDS, all security interests which U.S. CAPITAL may then or
thereafter have in any assets of BROOKLANDS shall without further action be terminated.
SWEENEY also represented and agreed that the Release was intended to finally resolve any and all
past, present or future claims, and liability of whatever kind among the parties.
124. At the time SWEENEY executed the Release he knew that U.S. CAPITAL would not comply
with the terms therein; that the terms were made by U.S. CAPITAL to induce BROOKLANDS to
execute the Release; and, BROOKLANDS in fact relied on such terms in executing the Release.

125. The U.S. CAPITAL UCC Lien filed on November 22, 2013 is inherently slanderous to
BROOKLANDS and has in fact damaged BROOKLANDS. Further U.S. CAPITAL has not delivered
to BROOKLANDS a UCC-3 Termination Statement as required by the Release to evidence the
termination of U.S. CAPITALs original UCC lien filed on May 2, 2013.
WHEREFORE. BROOKLANDS respectfully requests this Court to enter judgment on behalf of
BROOKLANDS against JEFFREY SWEENEY as to this Count XI for Fraudulent UCC Filing and
award all legal and equitable relief to BROOKLANDS which it is entitled to as a matter of law and
equity.

COUNT XII:
FRAUDULENT UCC FILINGS AGAINST U.S. CAPITAL PARTNERS LLC
(COMMON LAW SLANDER/LIBEL)
126. The Plaintiff hereby adopts each and every allegation in paragraph 1 through 73 as if full realleged herein.
127. U.S.CAPITAL filed a UCC Lien on November 22, 2013 against the assets of BROOKLANDS.
128. U.S.CAPITAL knew at the time the UCC Lien was filed that the representation inherent therein
that U.S.CAPITAL possessed a legitimate interest to lien any asset of BROOKLANDS was materially
false and/or fraudulent. U.S.CAPITAL also knew at the time the UCC Lien was filed that it had no
right or legitimate interest to do so, and hinder the assets of BROOKLANDS. U.S.CAPITAL filed the
Lien for the express purpose of slandering the business of BROOKLANDS and causing
BROOKLANDS damage.
129. Specifically, U.S. CAPITAL previously represented and agreed within the Release that upon the
receipt of $10,000 from BROOKLANDS, all security interests which U.S. CAPITAL may then or
thereafter have in any assets of BROOKLANDS shall without further action be terminated. U.S.
CAPITAL also represented and agreed that the Release was intended to finally resolve any and all
past, present or future claims, and liability of whatever kind among the parties.

130. At the time U.S. CAPITAL executed the Release it knew that U.S. CAPITAL would not comply
with the terms therein; that the terms were made by its C.E.O. to induce BROOKLANDS to execute
the Release; and, BROOKLANDS in fact relied on such terms in executing the Release.
131. The U.S. CAPITAL UCC Lien filed on November 22, 2013 is inherently slanderous to
BROOKLANDS and has in fact damaged BROOKLANDS. Further U.S. CAPITAL has not delivered
to BROOKLANDS a UCC-3 Termination Statement as required by the Release to evidence the
termination of U.S. CAPITALs original UCC lien filed on May 2, 2013.
WHEREFORE. BROOKLANDS respectfully requests this Court to enter judgment on behalf of
BROOKLANDS against U.S. CAPITAL PARTNERS, LLC as to this Count XII for Fraudulent UCC
Filing and award all legal and equitable relief to BROOKLANDS which it is entitled to as a matter of
law and equity.

COUNT XIII:
FRAUDULENT UCC FILING AGAINST ENTREPRENEUR GROWTH CAPITAL, INC.
(COMMON LAW SLANDER/LIBEL)
132. The Plaintiff hereby adopts each and every allegation in paragraph 1 through 73 as if full realleged herein.
133. On October 21, 2013, EGC filed a UCC Lien against the assets of BROOKLANDS without any
notice to BROOKLANDS.
134. EGC knew at the time the UCC Lien was filed that the representation inherent therein that EGC
possessed a legitimate interest to lien any asset of BROOKLANDS was materially false and/or
fraudulent. EGC also knew at the time the UCC Lien was filed that the purported basis for doing so
was false, as the basis upon which EGC relied in filing the Lien stems from the scheme and
enterprise to defraud BROOKLANDS engaged in by EGC and U.S. CAPITAL as detailed throughout
this Complaint.
135. Additionally, U.S CAPITAL settled and resolved all disputes and claims between
BROOKLANDS and EGC, the express Assignee of U.S. CAPITAL, pursuant to a Release dated
October 14, 2013. The terms of the Release expressly resolve all claims between the parties,
including EGC as U.S. CAPITALs assign.

136. Therefore, EGC has no right or legitimate interest to file the UCC Lien, and knew such as of the
date it did so. ECG filed the Lien for the express purpose of slandering the business of
BROOKLANDS and causing BROOKLANDS damage.
137. BROOKLANDS has been slandered and otherwise damaged as a direct and proximate result of
the fraudulent filing by EGC of the October 14, 2013, UCC Lien
WHEREFORE. BROOKLANDS respectfully requests this Court to enter judgment on behalf of
BROOKLANDS against ENTREPRENEUR GROWTH CAPITAL, INC. as to this Count XIII for
Fraudulent UCC Filing and award all legal and equitable relief to BROOKLANDS which it is entitled
to as a matter of law and equity.

COUNT XIV:
FRAUDULENT UCC FILING AGAINST JEFFREY SWEENEY
(VIOLATION OF SECTION 817.535(8)(a), Fla. Stat.)
138. The Plaintiff hereby adopts each and every allegation in paragraph 1 through 73 as if full realleged herein.
139. The Plaintiff hereby adopts each and every allegation in paragraphs 120-125 as if fully realleged herein.
WHEREFORE. BROOKLANDS respectfully requests this Court to enter judgment on behalf of
BROOKLANDS against JEFFREY SWEENEY as to this Count XIV for Fraudulent UCC Filing in
violation of Section 817.535(8), Florida Statutes, and award all legal and equitable relief to
BROOKLANDS which it is entitled to as a matter of law and equity, including attorneys fees.

COUNT XV:
FRAUDULENT UCC FILINGS AGAINST U.S. CAPITAL PARTNERS LLC
(VIOLATION OF SECTION 817.535(8)(a), Fla. Stat.)
140. The Plaintiff hereby adopts each and every allegation in paragraph 1 through 73 as if full realleged herein.

141. The Plaintiff hereby adopts each and every allegation in paragraph 127 through 131 as if full realleged herein.
WHEREFORE. BROOKLANDS respectfully requests this Court to enter judgment on behalf of
BROOKLANDS against U.S. CAPITAL PARTNERS, LLC as to this as to this Count XV for
Fraudulent UCC Filing in violation of Section 817.535(8), Florida Statutes and award all legal and
equitable relief to BROOKLANDS which it is entitled to as a matter of law and equity, including
attorneys fees.

COUNT XVI:
FRAUDULENT UCC FILING AGAINST ENTREPRENEUR GROWTH CAPITAL, INC.
(VIOLATION OF SECTION 817.535(8)(a), Fla. Stat.)
142. The Plaintiff hereby adopts each and every allegation in paragraph 1 through 73 as if full realleged herein.
143. The Plaintiff hereby adopts each and every allegation in paragraph 133 through 137 as if full realleged herein.
WHEREFORE. BROOKLANDS respectfully requests this Court to enter judgment on behalf of
BROOKLANDS against ENTREPRENEUR GROWTH CAPITAL, INC. as to this Count XVI for
Fraudulent UCC Filing in violation of Section 817.535(8), Florida Statutes and award all legal and
equitable relief to BROOKLANDS which it is entitled to as a matter of law and equity, including
attorneys fees..
COUNT XVII:
BREACH OF CONTRACT AGAINST U.S CAPITAL PARTNERS, LLC
(FILING UCC LIEN)
144. The Plaintiff hereby adopts each and every allegation in paragraph 1 through 73 as if full realleged herein.
145. On October 14, 2013, BROOKLANDS and U.S. CAPITAL entered into the Release. See Exhibit
J.

146. Specifically, U.S. CAPITAL represented and agreed within the Release that upon the receipt of
$10,000 from BROOKLANDS, all security interests which it may then or thereafter have in any
assets of BROOKLANDS shall without further action be terminated. U.S. CAPITAL also represented
and agreed that the Release was intended to finally resolve all of the claims and issues related to
the relationship, as well as any and all past, present or future claims and liability of whatever kind
among the parties. U.S. CAPITAL also agreed to terminate all UCC Liens previously filed against
BROOKLANDS and deliver to BROOKLANDS the UCC-3 Termination Statements.
147. BROOKLANDS fully complied with its obligations pursuant to the Release. U.S. CAPITAL,
however, filed a separate UCC Lien against the assets of BROOKLANDS on November 22, 2013
with no justification for doing so and has failed to deliver to BROOKLANDS any UCC-3 Termination
Statement evidencing the termination of the UCC Lien previously filed on May 2, 2013.
148. The breaches of the Release Agreement by U.S. CAPITAL are material and have directly and
consequentially caused damage and harm to BROOKLANDS.
149. The Release provides that the prevailing party in any legal action to enforce the Release is
entitled to payment of its attorneys fees by the breaching party.
WHEREFORE. BROOKLANDS respectfully requests this Court to enter judgment on behalf of
BROOKLANDS against U.S. CAPITAL PARTNERS, LLC as to this Count XVII for Breach of
Contract (Failure to Terminate UCC-Liens), and award all legal and equitable relief to
BROOKLANDS which it is entitled to as a matter of law and equity, including but not limited to
attorneys fees.

COUNT XVIII:
BREACH OF CONTRACT AGAINST U.S CAPITAL PARTNERS, LLC
(FAILURE TO PERFORM CONTRACT IN GOOD FAITH )
150. The Plaintiff hereby adopts each and every allegation in paragraph 1 through 73 as if full realleged herein.

151. Every contract contains an inherent obligation of each party to make a good faith effort to
comply with the terms of such and not hinder the other party from performing tis obligations. On
October 13, 2013, BROOKLANDS and US CAPITAL entered into the Release. See Exhibit J.
152. Therein, U.S. CAPITAL represented and agreed that the term parties included U.S.
CAPITALs assigns. EGC is U.S. CAPITALs assign with respect to all interests having to do with
BROOKLANDS. Therefore the terms of the Release apply to EGC.
153. The Release is specifically intended to finally resolve any and all past, present or future claims
and liability of whatever kind among the parties. Therefore, the Release finally resolved all of the
claims, issues and liabilities between BROOKLANDS and EGC, the assign of U.S. CAPITAL.
154. BROOKLANDS complied with its obligations under the Release. U.S. CAPITAL, however, failed
to inform EGC of the Release and the fact that the Release resolved any and all claims which EGC
may possess against BROOKLANDS. U.S. CAPITAL had a good faith obligation to ensure that its
assigns, specifically EGC, were aware of and complied with the terms of the Release.
155. As result of U.S. CAPITALs failure to notify its assign EGC of the Release Agreement, on
October 21, 2013 EGC filed a UCC Lien against the assets of BROOKLANDS which has not been
terminated, and EGC continues to seek to recover and threatens litigation if not paid the additional
amount of $16,369.06 for alleged third party expenses incurred by EGC which predated the Release
Agreement
156. The failure of U.S CAPITAL to perform its obligations under the Release Agreement is a
material breach and has directly and consequentially caused damage and harm to BROOKLANDS.
157. The Release provides that in any legal action to enforce the Release, the prevailing party is
entitled to payment of its attorneys fees by the breaching party.
WHEREFORE. BROOKLANDS respectfully requests this Court to enter judgment on its behalf
against U.S. CAPITAL PARTNERS, LLC, as to this Count XVIII for Breach of Contract (Failure to
Perform Contract in Good Faith), and award all legal and equitable relief to BROOKLANDS which it
is entitled to as a matter of law and equity, including but not limited to attorneys fees.

COUNT IXX:

UNJUST ENRICHMENT AGAINST U.S. CAPITAL PARTNERS, LLC

158. The Plaintiff hereby adopts each and every allegation in paragraph 1 through 73 as if full realleged herein.
159. BROOKLANDS provided U.S CAPITAL with a Due Diligence Fee of $7,500.00 and a BreakUp Fee of $10,000.00 expecting consideration in return for each. 160. U.S. CAPITAL acknowledged,
accepted and benefitted from each of the fee payments by BROOKLANDS.
161. Under the circumstances alleged throughout this Complaint, it would be in inequitable and
unconscionable to allow U.S. CAPITAL to retain the benefit of the fee payments by BROOKLANDS,
and thereby unjustly enrich itself.
WHEREFORE BROOKLANDS respectfully requests this Court to enter judgment on its behalf
against U.S. CAPITAL PARTNERS, LLC as to this Count IXX for UNJUST ENRICHMENT, and
award all legal and equitable relief to BROOKLANDS which it is entitled to as a matter of law and
equity.

COUNT XX:
UNJUST ENRICHMENT AGAINST ENTREPRENEUR
GROWTH CAPITAL, INC.
162. The Plaintiff hereby adopts each and every allegation in paragraph 1 through 73 as if full realleged herein.
163. BROOKLANDS provided EGC with a deposit of $7,500.00
164. ECG acknowledged, accepted and benefitted from the deposit payment by BROOKLANDS.
165. Under the circumstances alleged throughout this Complaint, it would be in inequitable and
unconscionable to allow EGC to retain the benefit of the deposit payment by BROOKLANDS, and
thereby unjustly enrich itself.
WHEREFORE BROOKLANDS respectfully requests this Court to enter judgment on its behalf
against ENTRENURIAL GROWTH CAPITAL, INC. as to this Count XX for UNJUST ENRICHMENT,

and award all legal and equitable relief to BROOKLANDS which it is entitled to as a matter of law
and equity.

COUNT XXI:
FRAUDULENT INDUCEMENT AGAINST ENTREPRENEUR GROWTH CAPITAL,
INC.
166. The Plaintiff hereby adopts each and every allegation in paragraph 1 through 73 as if full realleged herein.
167. On or before June 25, 2013, U.S. CAPITAL assigned to EGC the interests which U.S. CAPITAL
possessed in the loan facility proposed to BROOKLANDS.
168. The assigned interest included the results of the due diligence investigation of BROOKLANDS
which U.S. CAPITAL purportedly conducted and for which BROOKLANDS previously paid U.S.
CAPITAL a $15,000 Due Diligence Fee.
169. On June 28, 2014 U.S. CAPITAL informed BROOKLANDS that it completed its due diligence
and underwriting of BROOKLANDS, and informed BROOKLANDS of its prior assignment to EGC.
U.S. CAPITAL completed its due diligence investigation before its assignment to EGC. In fact, U.S.
CAPITAL previously represented to BROOKLANDS that June 11, 2013, was the estimated date of
completion.
170. Thereafter, BROOKLANDS executed a loan proposal with EGC and pursuant to such paid EGC
a refundable deposit $7,500 for purported potential EGC expenses for establishing a
lender/borrower arrangement. Subsequently, EGC charged to BROOKLANDS the total of
$18,750.00 for purported legal fees, $4,363.63 for a purported field examination, which is based
upon the time allegedly spent by an individual whose regular full-time job is as a maintenance
supervisor at a Florida hotel, and $755.43 to conduct UCC searches. EGC incurred all such
expenses, if at all, without approval by BROOKLANDS.
171. No loan agreement was executed between BROOKLANDS and EGC, as EGC knew prior to
any introduction to BROOKLANDS and the assignment by U.S. CAPITAL that BROOKLANDS would
not accept any loan under the terms which EGC would require.

172. EGC was aware at the time that it induced BROOKLANDS to pay, and EGC received, the
$7,500 deposit, that it possessed an assigned interest in the due diligence investigation previously
completed by U.S. CAPITAL. EGC was aware at the time that no further third party expenses could
be incurred in any good faith effort to establish a lender/borrower arrangement with BROOKLANDS
because it knew BROOKLANDS would not accept a loan pursuant to the terms EGC would
ultimately offer BROOKLANDS and it already possessed the results of U.S. CAPITALs completed
due diligence and underwriting investigation.
173. In fact, the $18,750.00 of purported expenses intentionally were not incurred by EGC in good
faith, as the information necessary to establish a lender/borrower arrangement was already assigned
to EGC by U.S. CAPITAL. Further, the expenses are grossly inflated and not reasonably related to
the value of services actually performed, or any legitimate act or omission which EGC would have
undertaken had it performed a good faith effort to establish a lender/borrower arrangement with
BROOKLANDS.
174. BROOKLANDS reasonably relied upon the fact of the assignment from U.S. CAPITAL to EGC
and U.S. CAPITALs notification that the due diligence and underwriting had been completed, when
it agreed to pay EGC the refundable $7,500 deposit to EGC. Pursuant to this reliance,
BROOKLANDS had no knowledge or reason to suspect that anything other than nominal costs, if
any, would be additionally incurred by EGC in good faith. In fact, BROOKLANDS reasonably
expected a complete or substantial refund of the deposit amount.
175. But for BROOKLANDS reliance on the assignment of the purported completion of the due
diligence and underwriting investigation by U.S. CAPITAL to EGC, and that any additional costs
incurred by EGC in establishing a lender/borrower arrangement would be incurred in good faith,
BROOKLANDS would not have executed the EGC loan proposal or paid the $7,500 deposit to EGC.
176. EGC has retained the entire $7,500 deposit amount and continues to demand from
BROOKLANDS the remaining $16,369.06 in alleged expenses. On October 21, 2013 EGC filed a
UCC Lien against BROOKLANDS assets to secure the payment of the fraudulent expenses
demanded by EGC.

177. As a direct and proximate result of the reliance by BROOKLANDS on the assignment and
EGCs requirement to incur any additional expenses for establishing a lender/borrower
arrangement in good faith, BROOKLANDS has been damaged.
WHEREFORE, BROOKLANDS requests this Court to enter judgment against ENTREPRENEUR
GROWTH CAPITAL, INC., as to this Count XXI of the Complaint for Fraudulent Inducement, and
award all legal and equitable relief to BROOKLANDS which it is entitled to as a matter of law and
equity.

COUNT XXII:
BREACH OF CONTRACT AGAINST ENTREPENEUR GROWTH CAPITAL, INC.
178. The Plaintiff hereby adopts each and every allegation in paragraph 1 through 73 as if full realleged herein.
179. The Plaintiff hereby adopts each and every allegation in paragraph 163 through 173 as if full realleged herein.
180. Every contract contains an inherent obligation of each party to make a good faith effort to
comply with the terms of such, and not hinder the other party from performing tis obligations. On
October 13, 2013, BROOKLANDS and EGC executed and entered into the loan proposal. See
Exhibit H.
181. EGC failed to perform any act or omission related to any due diligence investigation or any
effort to establish a lender/borrower relationship in good faith.
182. As a result EGC materially breached the loan proposal.
183. As a direct and proximate result of the breach by EGC, BROOKLANDS has been damaged.
WHEREFORE, BROOKLANDS requests this Court to enter judgment against ENTREPRENEUR
GROWTH CAPITAL, INC., as to this Count XXII of the Complaint Breach of Contract, and award all
legal and equitable relief to BROOKLANDS which it is entitled to as a matter of law and equity,
including attorneys fees as provided for in the loan proposal.

COUNT XXIII:

INTENTIONAL INTEREFERENCE WITH BUSINESS RELATIONSHIP AGAINST US

CAPITAL PARTNERS, LLC
184. The Plaintiff hereby adopts each and every allegation in paragraph 1 through 73 as if full realleged herein.
185. A business relationship existed between BROOKLANDS and TFP which afforded
BROOKLANDS existing or prospective legal rights.
186. US CAPITAL was aware of the business relationship between BROOKLANDS and TFP.
187. US CAPITAL intentionally and unjustifiably interfered with the relationship between
BROOKLANDS and TFP.
188. US CAPITAL also intentionally caused the unjustifiable interference with the relationship
between BROOKLANDS and TFP by refusing to communicate to EGC the existence of the Full and
Final Release Agreement and ensuring EGC terminate EGCs Lien that it filed against
BROOKLANDS assets.
189. The intentional and unjustified interference by US CAPITAL damaged BROOKLANDS.
WHEREFORE BROOKLANDS respectfully requests this Court to enter judgment on its behalf
against U.S. CAPITAL PARTNERS, LLC as to this Count XXIII for INTENTIONAL
INTEREFERENCE WITH BUSINESS RELATIONSHIP, and award all legal and equitable relief to
BROOKLANDS which it is entitled to as a matter of law and equity.

COUNT XXIV:
INTENTIONAL INTERFERENCE WITH BUSINESS RELATIONSHIP AGAINST
JEFFREY SWEENEY
190. The Plaintiff hereby adopts each and every allegation in paragraph 1 through 73 as if full realleged herein.
191. A business relationship existed between BROOKLANDS and TFP which afforded
BROOKLANDS existing or prospective legal rights.
192. SWEENEY was aware of the business relationship between BROOKLANDS and TFP.

193. SWEENEY intentionally caused the unjustifiable interference with the relationship between
BROOKLANDS and TFP, by causing and/or condoning US CAPITALs refusal to terminate the UCC
Lien it filed against BROOKLANDS assets subsequent to the execution of the parties Full and Final
Release Agreement.
194. SWEENEY also intentionally caused the unjustifiable interference with the relationship between
BROOKLANDS and TFP, by causing and/or condoning US CAPITALs refusal to communicate to
EGC the existence of the Full and Final Release Agreement and ensuring EGC terminate EGCs
Lien that it filed against BROOKLANDS assets.
195. The intentional and unjustified interference by SWEENEY damaged BROOKLANDS.
WHEREFORE BROOKLANDS respectfully requests this Court to enter judgment on its behalf
against SWEENEY as to this Count XXIV for INTENTIONAL INTERFERENCE WITH BUSINESS
RELATIONSHIP, and award all legal and equitable relief to BROOKLANDS which it is entitled to as
a matter of law and equity.
Respectfully submitted,
MURRAY HUDSON
MURRAY HUDSON, ESQ. FLORIDA BAR NO. 788503
E-MAIL: MURRAY.HUDSON@YAHOO.COM
MURRAY HUDSON, LLC
4250 WOODS END ROAD
BOCA RATON, FL 33487
P: (561) 350-0482

(561) 350-0482

F: (561) 634-2182
ATTORNEY FOR THE PLAINTIFF
BROOKLANDS, INC.

CERTIFICATE OF SERVICE
I hereby certify that a true and correct copy of the foregoing was served by transmission of Notices
of Electronic Filing generated by the CM/ECF filing system utilized by this Court in accordance with

CM/ECF Administrative Rule 3K, on February 2, 2015, upon all counsel and pro se parties on the
attached Service List, or in another authorized manner for those counsel and parties who are not
registered to receive such electronic notification.
Murray Hudson
Murray Hudson, Esq.
MurrayHudson, LLC
Florida Bar No: 788503
The Amtrust Building
5500 Glades Rd. #500
Boca Raton, Florida 33431

T: (561) 549-9109

(561) 549-9109

F: (561) 634-2182
E: murray@murrayhudsonlaw.com

SERVICE LIST
Gary Shendell, Esquire
Florida Bar No.: 964440
Shendell & Pollock
2700 N. Military Trail
Suite 150
Boca Raton, FL 33431

(T): 561-241-2323

561-241-2323

e-mail: grs@shendellpollock.com
Attorney for the Defendants, U.S. Capital, LLC and Jeffrey Sweeney

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