Motion For Summary Judgment For Fraud - Us Force One LLC vs. Vincent J THILLOY

IN THE CIRCUIT COURT OF THE 11TH
JUDICIAL CIRCUIT IN AND FOR

MIAMI-DADE COUNTY, FLORIDA
LAURENT LEMOINE, an individual, and CIRCUIT CIVIL DIVISION

US FORCE ONE, LLC, a Florida Limited
Liability Company, CASE NO. 2017-21926 CA 01 (22)
Plaintiffs,
v.
VINCENT JEAN THILLOY, an individual,

MAHESH F. HARJANI, an individual,
STERLING EQUITY REALTY, LLC,
A Florida Limited Liability Company,
BRIGITTE RESPAUT-CLEMENT, LLC,
a Florida Limited Liability Company,
BIGI, LLC a Florida Limited Liability
Company,
Defendants.
______________________________________/
PLAINTIFFS’ MOTION FOR SUMMARY JUDGMENT
Plaintiffs, LAURENT LEMOINE (“Lemoine”) an individual, and US FORCE
ONE, LLC (“UFO”), a Florida Limited Liability Company, (hereinafter referred to collectively
as “Plaintiffs”), pursuant to Florida Rule of Civil Procedure 1.510, by and through the
undersigned counsel moves the Court for an order granting Plaintiffs’ Motion for Summary
Judgment against Defendant VINCENT JEAN THILLOY (hereinafter referred to as “Thilloy” or
“Defendant”), and in support thereof, states:
INTRODUCTION
Plaintiffs, a French National and his Florida-based company, are victims of Defendant,
Thilloy’s investor based-fraud scheme. It is evident through the recent facts that have come to
light in the various depositions discussed below, that Defendant used acts of trickery and deceit,
to swindle Plaintiffs out of hundreds of thousands of dollars. Specifically, Defendant Thilloy

made material misrepresentations and omissions, to get Plaintiffs to purchase the stock of a
company called VM Beach Group, Inc. (Hereinafter referred to as “VM Beach Group Inc.” or the
“Corporation” or the “Business”). Defendant fraudulently induced the Plaintiffs to enter into the
Stock Purchase Agreement and Shareholder Agreement by providing a falsified long-term lease
for the subject property, which never actually existed. The Defendant’s collective actions and
fraudulent inducement of Plaintiffs’ investment resulted in the loss of Plaintiffs entire investment
and has left Plaintiffs at risk of losing their E2 immigration status here in the United States.
Plaintiffs request that this Court enter a summary judgment against Defendant, Thilloy, as
to Counts I (Breach of Stock Purchase Agreement), II (Breach of Implied Covenant of Good
Faith and Fair Dealing under the Stock Purchase Agreement), IV (Fraud in the Performance of
the Stock Purchase Agreement), V (Breach of the Shareholder Agreement), VI (Breach of
Implied Covenant of Good Faith and Fair Dealing under the Shareholder Agreement), VII
(Breach of Fiduciary Duty under the Shareholder Agreement), and XII (Fraud in the Inducement)
of Plaintiffs’ First Amended Complaint dated January 29, 2018 (hereinafter referred to as the
“Complaint”). The grounds and substantial matter of law to be argued on this motion are set forth
below. This Motion will show that as to Counts I, II, IV, V, VI, VII, and XII of Plaintiffs’
Complaint, there are no genuine issues as to any material fact, and that Plaintiffs are entitled to a
judgement as a matter of law based on the Florida Rules of Civil Procedure, as well as other
authorities.
SUMMARY OF THE FACTS
At the time of Plaintiffs’ investment, Defendant Thilloy was president of VM Beach
Group, Inc., a Florida for Profit Corporation, who owned and operated the restaurant, Chef
Vincent (hereinafter referred to as “Restaurant”). [Complaint ¶ 19 & Deposition Transcript of
Weinkle Abergel Law Group

605 Lincoln Rd Suite 250, Miami Beach, FL 33139 Phone: 305-330-6928
2
Plaintiff, at 117:9-11; 262:23-263:1 filed as Exhibit “A” within Defendants’ Notice of Filing
Evidence in Support of Defendants’ Motion for Final Summary Judgment]. Lemoine was
presented with a ten-year (10) plus five-year (5) year option to extend after the minimum 10 year
Restaurant Lease Agreement (hereinafter referred to as “Restaurant Lease Agreement” or
“Commercial Lease”) between Room Mate Lord Balfour Hotel (herein after referred to as
“Hotel”) and VM Beach Group, Inc. [See Restaurant Lease Agreement attached hereto as
“Exhibit A” & Deposition Transcript of Plaintiff, at 167:16-168:18 filed as Exhibit “A” within
Defendants’ Notice of Filing Evidence in Support of Defendants’ Motion for Final Summary
Judgment]. The Restaurant Lease Agreement was dated May 1, 2016 and was signed by
supposed Mario Valadares De R. Costa (hereinafter referred to as “Mario Valadares”) apparently
on behalf of the Hotel and Vincent Thilloy on behalf of VM Beach Group, Inc. [See Deposition
Transcript of Thilloy, at 30:10-15 filed as Exhibit “H” within Defendants’ Notice of Filing
Evidence in Support of Defendants’ Motion for Final Summary Judgment].
On September 19, 2016, Plaintiffs executed a Letter of Intent for VM Beach Group, Inc.,
which offered a purchase price of five hundred and sixty thousand dollars ($560,000.00) for fifty
percent (50%) of shares of common stock of VM Beach Group, Inc. based on Defendant’s
presentation of the business. [Deposition Transcript of Plaintiff at, 177:9-15; 319:2-5 filed as
Exhibit “A” within Defendants’ Notice of Filing Evidence in Support of Defendants’ Motion for
Final Summary Judgment]. On October 1, 2016 Plaintiffs executed the Stock Purchase
Agreement based on the information provided by Defendant Thilloy regarding the ten year plus
five-year Restaurant Lease. [Deposition Transcript of Plaintiff, at 63:10-145 filed as Exhibit “A”
within Defendants’ Notice of Filing Evidence in Support of Defendants’ Motion for Final
Summary Judgment]. Moreover, the Seller’s Affidavit signed and provided by Defendant

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Thilloy, as well as the Stock Purchase Agreement, clearly mentioned the Commercial Lease,
referencing that the lease was in good standing and in full force and effect. [See Seller’s
Affidavit attached hereto as “Exhibit B” paragraph 5 which states “The leases for the premises at
which the Businesses are located are in good standing and the Corporation is in full Compliance
through the date hereof and will be in full compliance therewith through the Disbursement Date,
with all of its terms and conditions, including maintenance of the premises and Payment of the
rent.”; See Section 3.4 of the Stock Purchase Agreement attached hereto as “Exhibit C” which
states “The Lease is in full force and effect, and the Corporation and/or Seller has fully
performed all its obligations to be performed to date under such Lease.”; Complaint ¶ 28 – 31;
Deposition Transcript of Plaintiff, at 63:10-14; 230:10-231:1; 231:3-65 filed as Exhibit “A”
within Defendants’ Notice of Filing Evidence in Support of Defendants’ Motion for Final
Summary Judgment]. Unbeknownst to Lemoine, the long-term Commercial Lease presented to
the Plaintiffs by Defendant Thilloy, for the location of the Restaurant, was, in fact, a fake lease
fraudulently executed by Thilloy in an effort to induce Plaintiffs into purchasing 50% of VM
Beach Group without any valid long-term lease actually in place. [Complaint ¶ 25 & Deposition
Transcript of Plaintiff, at 167:16-168:185 filed as Exhibit “A” within Defendants’ Notice of
Filing Evidence in Support of Defendants’ Motion for Final Summary Judgment].
The corporate representative for the Room Mate Lord Balfour and actual hotel manager,
Adnan Jafarov, confirmed that the discussion between himself and Vincent Thilloy solely
included terms for a month-to-month tenancy, that no written lease was ever discussed, and that
this was consistent with the hotel’s goals and intention at that time that the hotel’s first-time
third-party food and beverage operator operate a no-commitment, month-to-month basis in order
to gauge performance until a more long-term decision would be made. (See Deposition of Adnan

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Jafarov, filed at pages 67-76; see also, pgs. 207-2105 filed as Exhibit “D” within Defendants’
Notice of Filing Evidence in Support of Defendants’ Motion for Final Summary Judgment) Mr.
Jafarov testified, as the designated corporate representative, that Room Mate Lord Balfour Hotel,
LLC confirmed within their corporate records, and with the appropriate and involved corporate
staff and employees, that no written lease ever existed for the restaurant Chef Vincent, with any
individual or operating entity, be it VM Beach Group, Inc. or Chef Vincent Inc. and that the
lease was, in the corporation’s opinion, a “fake document” containing a fraudulent signature on
behalf of the hotel, as Mario Valadares de R Costa was not an authorized agent of the hotel or its
ownership. See Deposition of Adnan Jafarov at pgs. 153- 160; pgs. 229-231; see also, pgs. 207-
210 1.
Q: Why would you say the hotel did not intend to have a long –term agreement?
A: At that moment, first of all, we were new to each other, us and Vince (Vincent
Thilloy), and we wanted to have a month-to-month tenancy just to see how things
worked.
(See Jafarov deposition 15:16-20)
Q: I believe you stated earlier—and correct me if I’m wrong—that it was always your
intention as the hotel to have a month-to-month lease with VM Beach Group [sic] and
Vincent Thilloy, is that correct”
A: That’s correct.
(See Jafarov deposition 18:4-8)
2. Based upon my personal knowledge and review of related records, at no time did a
valid lease ever exist between Vincent Thilloy and/or VM Beach Group, Inc. and the
Room Mate Lord Balfour Hotel located at 350 Ocean Drive, Miami Beach, FL 33139.
(See Affidavit signed by Adnan Jafarov as Exhibit “D” Paragraph #2)
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Asked “Why do you believe this is a fake lease?”, Adnan responded: “Because the person executing it or signing it
doesn’t work for us, for the hotel I manage. Never worked for the hotel that I managed during my tenure.”
Deposition of Adnan Jafarov at pg. 207, Lines 12-17. Adnan went on “And people that were in the position to sign it
that I referred earlier didn’t have any information about neither the person nor this lease. Id. at pg. 207, 19-22.
Adnan also answered “Yes” to these questions “Anybody signing a lease on behalf of the hotel or at least one of the
hotels that you manage, you would be 100 percent aware of who that person was?” and “And you would be aware of
any lease that existed within your hotel?” Id. at pgs. 207-208, Lines 22-25, 1-3.
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Additionally, the long-term Commercial Lease that was the foundation of Lemoine’s
investment was supposedly signed by a Mario Valadares de R. Costa. However, it was
discovered that Mario Valadares de R. Costa holds no position with the Hotel, and never has held
any position whatsoever with the Hotel or its management team.
Q: Since your last deposition, and correct me if I’m wrong, but I believe that your
testimony was then, and in your affidavit, that you do not know of any Mario Valadares
working for Hotel Lord Balfour at anytime, is that correct?
A: That is correct.
Q: Since your last deposition and testimony, have you found or come across any
documentation or history of Mr. Valadares ever working for Lord Balfour Hotel?
A: No, I haven’t.
…
3. Based upon my personal knowledge and review of related records, there currently is
not and has never been an individual by the name of Mario Valadares de R. Costa who
was ever employed by the Room Mate Lord Balfour Hotel located at 350 Ocean Drive,
Miami Beach, FL 33139.
(Deposition of Adnan Jafarov, at 19:7-20; see affidavit signed by Adnan Jafarov attached
as Exhibit “D” Paragraph #3)
Moreover, Defendant Thilloy stated in his deposition that he never discussed any
Restaurant Lease Agreement with any Hotel employee or Hotel manager after the execution of
the fake lease. [Deposition of Thilloy, at 107:7-125 filed as Exhibit “H” within Defendants’
Notice of Filing Evidence in Support of Defendants’ Motion for Final Summary Judgment]. Nor
did Thilloy ever receive any other documentation from the Hotel as it pertained to the Restaurant
Lease Agreement, for example no notification of the lease, modification, addendums,
confirmation of the lease, or anything of that nature. [Deposition of Thilloy, at 107:12-21 filed as
Exhibit “A” within Plaintiffs’ Notice of Filing Record Evidence in Support of Plaintiffs’
Response in Opposition to Defendants’ Motion for Summary Judgment and Incorporated Motion
for Leave to Amend]. It is evident that Defendant Thilloy had no intentions of actually securing a

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ten year plus five-year option Restaurant lease agreement with the landlord Hotel, which was the
key element and basis of Lemoine’s entire investments as purchaser of 50% of the restaurant
business for the price of $560,000. Lemoine was intentionally misled to believe VM Beach
Group Inc. had a long-term commercial lease with the Hotel location which is the sole reason
Lemoine agreed to pay the amount paid due to the value of the long-term lease in that specific
location of Miami Beach, Florida. Defendant Thilloy had thoroughly thought out his scheme to
defraud Plaintiffs in knowing that the fraudulent lease only required notice to Landlord of
Plaintiffs’ involvement if the controlling interest of company was changed, according to the
Assignment clause 13 of the Fraudulent Lease. Therefore, by only selling 50% of the company
Thilloy effectively kept Plaintiffs names from being added to any lease whatsoever and
effectively limited the communications between Plaintiffs and the landlord Hotel in order to
avoid being confronted about the long-term commercial lease which did not actually exist. (See
Fraudulent Commercial Lease)
Additionally, the fraudulent lease as well as the Bill of Sale presented to Plaintiffs, was
supposedly notarized by Cede Davis, and seems to be signed by both Defendant Thilloy and
Mario Valadares. However, Cede Davis stated that Mr. Thilloy did have access to his notary
stamp and although Cede Davis’ notary commission stamp appears on the Bill of Sale, it is not
his signature on the document, and he has no recollection of ever notarizing the document.
[Deposition of Cede Davis, at 9:14-24 filed as Exhibit “E” within Plaintiffs’ Notice of Filing
Record Evidence in Support of Plaintiffs’ Motion for Summary Judgment]. Cede Davis
explained that this document was notarized without him being present, as his signatures do not
appear next to the notary stamp on the document. [Deposition of Cede Davis, at 19:23-25 filed as
Exhibit “E” within Plaintiffs’ Notice of Filing Record Evidence in Support of Plaintiffs’ Motion

7
for Summary Judgment]. Further, Cede Davis conceded that Thilloy must have notarized or
stamped that document on his own without Cede Davis knowing, because Thilloy is the only
person who would benefit from a document of this type. [Deposition of Cede Davis, at 20:1-11
filed as Exhibit “E” within Plaintiffs’ Notice of Filing Record Evidence in Support of Plaintiffs’
Motion for Summary Judgment].
Furthermore, in his deposition Thilloy stated that he never met Mario Valadares, the
supposed manager of the Hotel. [Deposition of Vincent Thilloy, at 25:7-9 filed as Exhibit “A”
within Plaintiffs’ Notice of Filing Record Evidence in Support of Plaintiffs’ Response in
Opposition to Defendants’ Motion for Summary Judgment and Incorporated Motion for Leave to
Amend] This is completely false due to the fact that in his affidavit, Jean Vincent NAURAIS
clearly states that Thilloy had met and had drinks with both Naurais and Mario Valadares at the
Marlin hotel several times in 2013.
“When Mario Valadares de R. Costa was coming to Miami, he had drinks with Vincent
Thilloy and myself at night at the bar of the restaurant. Vincent Thilloy knows Mario
Valadares de R. Costa very well.”
(see Naurais Affidavit attached as exhibit “F”).
This affidavit is corroborated by the fact that Thilloy and Valadares were doing business together
in 2013 as it relates to the Marlin Hotel. Thilloy even admitted to having signed a lease in 2013
with Mario Valadares at the Marlin Hotel, where Valadares was in fact Thilloy’s Landlord.
[Deposition of Vincent Thilloy, at 30:16-19 filed as Exhibit “A” within Plaintiffs’ Notice of
Filing Record Evidence in Support of Plaintiffs’ Response in Opposition to Defendants’ Motion
for Summary Judgment and Incorporated Motion for Leave to Amend].

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In addition to the depositions and documents clearly showing that Defendant Vincent
Thilloy defrauded Plaintiffs in this matter, several affidavits and Federal cases exist which state
and allege, respectively, that Defendant Thilloy has committed these types of fraudulent schemes
against other French immigrants residing in Miami in the past. Specifically, Jean-Vincent
Naurais describes in his affidavit that Thilloy had planned on selling 50% of the Marlin hotel
restaurant and defraud a potential buyer for $500,000 for 50% of the restaurant at that location,
therefore Naurais removed himself as broker (see Naurais Affidavit attached as Exhibit “F”). The
other Affidavit prepared by Bill Manrique states several occasions over the years where Thilloy
has successfully defrauded French buyers out of $1,000,000 through the fraudulent sales of
portions of other restaurants also on Ocean Drive Miami Beach Florida while knowing that the
lease attached to the restaurant was going to be terminated immediately after the sale. (see
Affidavit of Bill Manrique paragraphs 4 and 5 attached hereto as Exhibit “G”) Manrique’s
Affidavit goes on to discuss how Defendant Thilloy knowingly defrauded Plaintiff Lemoine at
the Lord Balfour Hotel by using an old lease he had modified in order to ensure the sale
occurred. (see Exhibit “G”). Lastly, Manriques’ Affidavit explains how Thilloy has continued,
after defrauding Plaintiffs, to defraud foreigners looking to purchase restaurants through the
same scheme of selling 50% of a demised restaurant every time in a restaurant called the Rock
Hostel. See Id.
Further acknowledging the clear fraud committed by Defendant Thilloy and the damages
he directly caused Plaintiffs due to his material misrepresentation and omissions regarding his
investment in VM Beach Group Inc. Mr. Gary S. Glasser, Esq., Defendant Mahesh Harjani’s
Attorney, explicitly stated on the record to the Plaintiff, “I don’t think anybody here does not feel
badly for you that Vincent Thilloy ripped you off, okay.” [Continued Deposition of Plaintiff

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taken on November 16, 2018 filed as Exhibit “A” within Defendants’ Notice of Filing Evidence
in Support of Defendants’ Motion for Final Summary Judgment, at 51:19-23]. Mr. Glasser
continued to say that “it’s funny, because at the beginning of the deposition, people were talking
about the alleged fake lease. I mean, come on. We’re not sitting here saying you didn’t get ripped
off.” [Continued Deposition of Plaintiff taken on November 16, 2018 filed as Exhibit “A” within
Defendants’ Notice of Filing Evidence in Support of Defendants’ Motion for Final Summary
Judgment at 51:19-23, at 51; 24-25; 52;1-3].
Finally, in early 2017, after Plaintiff became a 50% shareholder in VM Beach Group Inc.,
and after a Shareholder Agreement and Stock Purchase Agreement had already been entered into
by the Parties, Defendant Thilloy started investing in other restaurants in Miami, which is a clear
and direct violation of the Non-Compete Sections of the Stock Purchase Agreement as well as
the Shareholder Agreements. [See Stock Purchase Agreement attached hereto as Exhibit “C” and
Shareholder Agreement attached hereto as Exhibit “H”, respectively; Complaint ¶ 52;
[Deposition of Thilloy, at 110:11-111:1-7; 140:3-141: 2-6 filed as Exhibit “A” within Plaintiffs’
Notice of Filing Record Evidence in Support of Plaintiffs’ Response in Opposition to
Defendants’ Motion for Summary Judgment and Incorporated Motion for Leave to Amend].
Thilloy does not deny investing in other restaurants after the subject transaction and while still a
shareholder of VM Beach Group Inc., which was in direct violation the Shareholder Non-
competition clause of the Shareholder Agreement. [Deposition of Thilloy, at 54:5-25, 55, 56:1-8
filed as Exhibit “A” within Plaintiffs’ Notice of Filing Record Evidence in Support of Plaintiffs’
Response in Opposition to Defendants’ Motion for Summary Judgment and Incorporated Motion
for Leave to Amend]. Mr. Thilloy goes on to testify that he did not require an attorney for the
transaction because he knew how to read contracts. Id.

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Q: I would like to now just go back to the restaurants that you mentioned earlier. When
you invested in those restaurants, specifically the Rock Hostel, you invested into that
restaurant while still a 50 percent shareholder of VM Beach Group, Correct?
A: Correct.
…
Q: What was you position with your other investment at Rock Hostel?
A: My position? I was running the business.
Q: So, were you the Chef?
A: Chef, owner.
Q: And how often were you there?
A: Every day.
(See Deposition of Thilloy, at 54:5-25; 111:4-13)
Additionally, Defendant Thilloy further breached the Shareholder Agreement when he
failed as president and partial owner of Chef Vincent Restaurant, to pay Restaurant employees,
and when he began making random unapproved payments from VM Beach Group, Inc’s
operating account. [Deposition of Thilloy, at 147:12-148:23 filed as Exhibit “A” within
Plaintiffs’ Notice of Filing Record Evidence in Support of Plaintiffs’ Response in Opposition to
Defendants’ Motion for Summary Judgment and Incorporated Motion for Leave to Amend].
Eventually, Defendant Thilloy abandoned VM Beach group Inc. and Plaintiff Lemoine was
forced to take over full operation of the Restaurant as of late May 2017 due to Defendant
Thilloy’s complete absence from the Restaurant and lack of transparency regarding all business
matters. [Complaint ¶ 54; Deposition Transcript of Thilloy, at 111:1-7; 140:3-25 filed as Exhibit
“A” within Plaintiffs’ Notice of Filing Record Evidence in Support of Plaintiffs’ Response in
Opposition to Defendants’ Motion for Summary Judgment and Incorporated Motion for Leave to
Amend]. Due to the fact that Plaintiff were directly induced by Defendant Vincent Thilloy into
unknowingly investing the majority of Lemoines money into a business that would be forced to
vacate the subject property at any given time, Lemoine has lost his entire investment, and

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continues to suffer monetary damages and issues relating to his and his family’s immigration
status. [Complaint ¶ 58; Deposition Transcript of Plaintiff, at 408:2-409:15].
LEGAL STANDARD
Under Florida law, “the moving party is entitled to summary judgment if the pleadings,
depositions, answers to interrogatories, admissions, affidavits, and other materials as would be
admissible in evidence show that there is no genuine issue as to any material fact and that the
moving party is entitled to judgment as a matter of law.” Fla. R. Civ. P. 1.510(c); see Florida
Bar v. Greene, 926 So.2d 1195, 1200 (Fla. 2006). A material fact is one essential to the result
that is placed in controversy by the pleadings and affidavits. Wells v. Wilkerson, 391 So. 2d 266
(Fla. 4th DCA 1958). To withstand a motion for summary judgment, it is insufficient for the
opposing party merely to assert that a disputed issue of material fact exists. See Slachter v.
Abundio Investment Co., 566 So.2d 348 (Fla. 3rd DCA 1990). Once a movant tenders competent
evidence to support his motion, the non-moving party must come forward with such substantial,
competent counter-evidence and demonstrate the existence of a genuine issue of material fact.
Landers v. Milton, 370 So. 2d 368, 368 (Fla. 1979). As the record evidence shows that there is no
genuine issue of material, and as stated in more detail below, this Court should grant the instant
motion.
DISCUSSION
I. COUNT I – DEFENDANT BREACHED THE STOCK PURCHASE

AGREEMENT, AND THEREFORE PLAINTIFFS ARE ENTITLED TO
SUMMARY JUDGEMENT AS A MATTER OF LAW
Plaintiffs are entitled to summary judgement as a matter of law as there is no genuine
issue of material fact relating to Defendant’s breach of the Stock Purchase Agreement. To state a
claim for breach of contract under Florida law, a plaintiff must allege: “(1) the existence of a

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contract; (2) a material breach of that contract; and (3) damages resulting from the breach.” Vega
v. T-Mobile USA, Inc., 564 F.3d 1256, 1272 (11th Cir. 2009) (citing Friedman v. N.Y. Life Ins.
Co., 985 So. 2d 56, 58 (Fla. 4th DCA 2008)). “A breach is material if it goes ‘to the essence of
the contract.’” Modern Gaming, Inc. v. Malone, 2010 WL 724434, at *2 (M.D. Fla. Feb. 24,
2010) (quoting Covelli Family, L.P. v. ABG5, L.L.C., 977 So. 2d 749, 752 (Fla. 4th DCA
2008)).
In this case, Defendant Thilloy materially breached the Stock Purchase Agreement,
causing the Plaintiffs to suffer damages, thereby entitling them to summary judgement as a
matter of law. Unlike Vega, where the court held that the plaintiffs neither pled a claim for
breach of contract nor identified a contract or agreement that Defendant purportedly breached; it
is evident from the Complaint, various depositions and attached exhibits that Lemoine and
Defendant Thilloy entered into a Stock Purchase Agreement on October 1, 2016. 564 F.3d at
1272. More specifically, the Stock Purchase Agreement entitled Lemoine to fifty percent (50%)
of shares of common stock of VM Beach Group, Inc., for the purchase price of five hundred and
sixty thousand dollars ($560,000), as consideration for the Agreement.
Defendant Thilloy clearly failed to fulfill his obligations pursuant to the Stock Purchase
Agreement, and the record is complete with sufficient evidence of Defendant Thilloy’s multiple
material breaches that go to the essence of the Agreement. Defendant Thilloy unambiguously
breached the Stock Purchase Agreement, by failing to comply with the provision dealing with
Real Property, which states that the “…Lease is in full force and effect, and the Corporation
and/or Seller has fully performed all of its obligations to be performed to date under such Lease.”
(See Section 3.4 of the Stock Purchase Agreement attached hereto as “Exhibit C”). The breach is
material because Plaintiffs executed the Stock Purchase Agreement solely based on the

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information provided by Defendant Thilloy regarding the 10-year plus 5-year extension
Restaurant Lease which did not actually exist. Specifically, Defendant Thilloy’s representations
and warranties were false and purposefully misleading as the Stock Purchase Agreement even
makes mention to the requirement of a valid Commercial Lease, which in actuality is and always
was fraudulent and invalid. (See Section 7.1 & 7.2 of the Stock Purchase Agreement attached
hereto as “Exhibit C”).
As a direct and proximate result of the aforementioned actions as well as the material
misrepresentations of Defendant Thilloy, Lemoine has suffered monetary damages in excess of
the original $560,000 he invested into VM Beach Group, Inc. and will continue to suffer
damages as a direct result of Defendant Thilloy’s willful and malicious conduct and breach of
the Stock Purchase Agreement. Therefore, Plaintiffs are entitled to summary judgement as a
matter of law as there is no genuine issue of material fact relating to Defendant’s breach of the
Stock Purchase Agreement and are entitled to attorney’s fees and costs in addition to any
monetary judgment pursuant to the Agreement.
II. COUNT II – DEFENDANT BREACHED THE IMPLIED COVENANT OF GOOD

FAITH AND FAIR DEALING UNDER THE STOCK PURCHASE AGREEMENT,
AND THEREFORE PLAINTIFFS ARE ENTITLED TO SUMMARY
JUDGEMENT AS A MATTER OF LAW.
issue of material fact relating to Defendant’s breach of the Implied Covenant of Good Faith and
Fair Dealing under the Stock Purchase Agreement. “Under Florida law, every contract contains
an implied covenant of good faith and fair dealing.” Centurion Air Cargo, Inc. v. United Parcel
Serv. Co., 420 F.3d 1146, 1151 (11th Cir. 2005); see also County of Brevard v. Miorelli Eng’g,
Inc., 703 So. 2d 1049, 1050 (Fla. 1997). Nonetheless, a breach of the implied covenant “is not an
independent cause of action, but attaches to the performance of a specific contractual

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obligation.” Id.; see also Burger King Corp. v. Weaver, 169 F.3d 1310, 1316 (11th Cir. 1999)
(“[A]n action for breach of the implied covenant of good faith cannot be maintained [under
Florida law] in the absence of breach of an express contract provision.”). “To allege a breach of
the implied covenant, the party must demonstrate a failure or refusal to discharge contractual
responsibilities, prompted not by an honest mistake, bad judgment or negligence; but, rather by a
conscious and deliberate act, which unfairly frustrates the agreed common purpose and
disappoints the reasonable expectations of the other party thereby depriving that party of the
benefits of the agreement.” Shibata v. Lim, 133 F. Supp. 2d 1311, 1319 (M.D. Fla. 2000)
(quoting Cox v. CSX Intermodal, Inc., 732 So. 2d 1092, 1097–98 (Fla. 1st DCA 1999)).
In the matter at hand, Defendant Thilloy, as partner and President of VM Beach Group Inc.,
had an obligation to act in the best interest of the Company under the Stock Purchase Agreement
entered into between the parties. Unlike the plaintiff in Shibata, where the plaintiff alleged that
defendant’s breached the implied covenant of good faith and fair dealing by falsely
characterizing the money transaction as an investment in order to avoid repayment on the loan,
Defendant Thilloy directly violated his duty to act in good faith and fairly under this Stock
Purchase Agreement when he intentionally and wrongfully concealed, suppressed,
misrepresented, and omitted material facts relating to the invalid Long term Commercial Lease,
unfairly frustrating the Stock Purchase Agreement’s purposes and misrepresented information,
on which Plaintiff Lemoine detrimentally relied upon in his decision to sign the Stock Purchase
Agreement. 133 F. Supp. 2d at 1321. Moreover, Defendant Thilloy was responsible for running
the day-to-day operations of the business, which he abandoned while still maintaining an
ownership interest in VM Beach Group Inc. Rather than fulfilling his obligations to VM Beach
Group, Inc., in early 2017 pursuant to the agreement, Defendant Thilloy began investing in other

15
restaurants in Miami, directly violating the Stock Purchase Agreement, which states that “Seller
will not directly or indirectly engage in or become interested in a similar business or any
business … or in any other way compete with the Corporation without the informed written
consent of Buyer.” (See Stock Purchase Agreement, Section 3.11 “Covenant Not to Compete”
attached hereto as “Exhibit C”). In this case, Defendant Thilloy failed to provide informed
written consent to the Plaintiffs, regarding the similar businesses Defendant Thilloy was
engaging in as it relates to the Rock Hostel restaurant and the Miami South Beach Charter
companies. Defendant Thilloy failed to use his best efforts to conduct business on behalf of the
corporation in accordance with sound business practices, in a lawful manner, and to preserve the
corporation.
Q: I would like to now just go back to the restaurants that you mentioned earlier. When
you invested in those restaurants, specifically the Rock Hostel, you invested into that
restaurant while still a 50 percent shareholder of VM Beach Group, Correct?
A: Correct.
…
Q: What was you position with your other investment at Rock Hostel?
A: My position? I was running the business.
Q: So, were you the Chef?
A: Chef, owner.
Q: And how often were you there?
A: Every day.
(See Deposition of Thilloy, at 54:5-25; 111:4-13)
Defendant Thilloy’s multiple breaches of the Stock Purchase Agreement, deprived Lemoine
of the Stock Purchase Agreement's benefits and ultimately led to the complete loss of Lemoine’s
investment and the closing of the Restaurant. As a direct and proximate result of Defendant
Thilloy’s willful, conscious and deliberate acts, including but not limited to Defendant Thilloy’s
breaches of the Stock Purchase Agreement, Lemoine suffered and continues to suffer damages.
Therefore, Plaintiffs are entitled to summary judgement as a matter of law as there is no genuine
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Fair Dealing under the Stock Purchase Agreement.
III. COUNT IV – THERE IS NO GENUINE ISSUE OF MATERIAL FACT

REGARDING DEFENDANTS’ FRAUD IN THE PERFORMANCE OF THE
STOCK PURCHASE AGREEMENT, AND THEREFORE PLAINTIFFS ARE
ENTITLED TO SUMMARY JUDGEMENT AS A MATTER OF LAW.
issue of material fact relating to Defendant’s Fraud in the Performance of the Stock Purchase
Agreement. In Florida, the essential elements of fraud are: (1) a false statement of fact; (2)
known by the person making the statement to be false at the time it was made; (3) made for the
purpose of inducing another to act in reliance thereon; (4) action by the other person in reliance
on the correctness of the statement; and (5) resulting damage to the other person. Mettler, Inc. v.
Ellen Tracy, Inc., 648 So.2d 253 (Fla. 2d DCA 1994). Although the general rule of law in
Florida is that the fraud alleged must refer to a present or existing fact, cases have recognized an
exception “where the promise to perform a material matter in the future is made without any
intention of performing or is made with the positive intention not to perform.” Perry v.
Cosgrove, 464 So.2d 664, 666 (Fla. 2d DCA 1985).
Plaintiffs Complaint alleges all of the elements to successfully support a claim of Fraud
in the Performance of the Stock Purchase Agreement. Additionally, the record is full of evidence
that Defendant Thilloy willfully and knowingly made false statements regarding material facts
regarding the existence of a valid long-term Commercial Lease, in order to induce Plaintiffs to
invest in VM Beach Group, Inc. At the time of Plaintiffs investment, Plaintiffs were justified in
relying on Defendant Thilloy’s representations, because Defendant Thilloy, executed a notarized
Sellers Affidavit, which specifically stated that the Restaurant Lease was in good standing and
that all the information Seller furnished to Buyer concerning the Corporation and its Business
17
was true and correct, and a fair and accurate representations of the Business. (See paragraph 8 of
Seller’s Affidavit attached hereto as “Exhibit B”). The Hotel manager’s testimony as well as
various Affidavits clearly point out that the information pertaining to the Lease was falsified by
Defendant Thilloy. Moreover, at the time Defendant Thilloy made the false representation to
Plaintiffs regarding the subject lease, Defendant Thilloy had no intentions of taking the action
required to rectify the false promises outlined above as the relationship between the Hotel and
Vincent Thilloy was always to be a month-to-month tenancy (See Adnan Jafarov’s testimony).
Defendant Thilloy intended that his misrepresentations would induce Plaintiffs to rely and act
upon them, which Plaintiff did by purchasing 50% of Defendant Thilloy’s Company and entering
into the Stock Purchase Agreement. It was essential to Defendant Thilloy’s scheme that Lemoine
believe he had a valid executed Commercial Lease in place, which ultimately induced Lemoine
to sign a binding Stock Purchase Agreement. As a direct and proximate result of Plainitffs’
justiciable and detrimental reliance on the false representations of Defendant Thilloy, Lemoine
has suffered monetary damages in excess of the original $560,000 he invested into VM Beach
Group, Inc. and will continue to suffer damages as a direct result of Defendant Thilloy’s willful
and malicious conduct and breach of the Stock Purchase Agreement. Therefore, Plaintiffs are
entitled to summary judgement as a matter of law as there is no genuine issue of material fact
relating to Defendant’s breach of the Stock Purchase Agreement and are entitled to attorney’s
fees and costs in addition to any monetary judgment pursuant to the Agreement.
IV. COUNT V – DEFENDANT BREACHED THE SHAREHOLDER AGREEMENT,

JUDGEMENT AS A MATTER OF LAW
issue of material fact relating to Defendant’s breach of the Shareholder Agreement. To state a

18
claim for breach of contract under Florida law, a plaintiff must allege: “(1) the existence of a
contract; (2) a material breach of that contract; and (3) damages resulting from the breach.”
Vega, 564 F.3d at 1272. “A breach is material if it goes ‘to the essence of the contract.’” Modern
Gaming, Inc, 2010 WL 724434, at *2 (quoting Covelli Family, 977 So. 2d at 752).
In this case Lemoine, through his company US Force One, LLC, entered into a
Shareholder Agreement with Defendant Thilloy, to purchase ten (10) of the twenty (20) available
shares of common stock in VM Beach Group, Inc. (See Shareholder Agreement attached hereto
as “Exhibit H”). Similar to Modern Gaming, Inc., where the plaintiff sufficiently alleged a
“material breach,” i.e., that defendant’s clearly failed to fulfill their obligations pursuant to the
Agreements; Defendant Thilloy had an obligation in the matter at hand as a majority shareholder
to act in the best interest of the Company, pursuant to the Shareholder Agreement, in which he
failed to maintain. 2010 WL 724434, at *3. Defendant Thilloy materially breached the
Shareholder Agreement when he failed to use his best efforts to conduct business on behalf of
the corporation in accordance with sound business practices, in a lawful manner, and to endeavor
and preserve the corporation. Specifically, during early 2017, Defendant Thilloy started investing
in other restaurants in Miami, directly violating of the Shareholder Agreement’s
Noncompetition, Trade Secrets Section, which states, “Each Shareholder agrees that as long as
he or she is the owner, or in control of, any of the Incorporation’s shares, the Shareholder will
not be employed, concerned, or financially interested, either directly or indirectly, in the same or
a similar business as that conducted by the Incorporation, or compete with the Incorporation.”
(See Shareholder Agreement, Section 10 “Noncompetition, Trade Secrets” attached hereto as
“Exhibit H”). Defendant Thilloy was concerned and financially interested in the same or similar
business to VM Beach Group and Defendant Thilloy opened up a new restaurant in competition

19
to the subject Restaurant which he had an obligation to manage with Plaintiffs. Defendant
Thilloy’s action and inaction are a material breach of the Shareholder Agreement, as the
Plaintiffs relied on Defendant Thilloy’s restaurant expertise to be able to maintain and grow a
successfully business. As a direct and proximate result of the aforementioned actions as well as
the material misrepresentations of Defendant Thilloy, Lemoine has suffered monetary damages
in excess of the original $560,000 he invested into VM Beach Group, Inc. and will continue to
suffer damages as a direct result of Defendant Thilloy’s willful and malicious conduct and
breach of the Shareholder Agreement .Therefore, Plaintiffs are entitled to summary judgement as
a matter of law as there is no genuine issue of material fact relating to Defendant’s breach of the
Shareholder Agreement and are entitled to attorney’s fees and costs in addition to any monetary
judgment pursuant to the Agreement.
V. COUNT VI – DEFENDANT BREACHED THE IMPLIED COVENANT OF GOOD

FAITH AND FAIR DEALING UNDER THE SHAREHOLDER AGREEMENT,
JUDGEMENT AS A MATTER OF LAW.
Fair Dealing under the Shareholder Agreement. “Under Florida law, every contract contains an
implied covenant of good faith and fair dealing.” Centurion Air Cargo, Inc., 420 F.3d at 1151;
see also County of Brevard, 703 So. 2d at 1050. Nonetheless, a breach of the implied covenant
“is not an independent cause of action, but attaches to the performance of a specific contractual
obligation.” Id.; see also Burger King Corp., 169 F.3d at 1316 (“[A]n action for breach of the
implied covenant of good faith cannot be maintained [under Florida law] in the absence of
breach of an express contract provision.”). “To allege a breach of the implied covenant, the party
must demonstrate a failure or refusal to discharge contractual responsibilities, prompted not by

20
an honest mistake, bad judgment or negligence; but, rather by a conscious and deliberate act,
which unfairly frustrates the agreed common purpose and disappoints the reasonable
expectations of the other party thereby depriving that party of the benefits of the agreement.”
Shibata, 133 F. Supp. 2d at (quoting Cox, 732 So. 2d at 1097–98.
In this case, Defendant Thilloy violated the implied duty to act in good faith and fair dealing
under this Shareholder Agreement when Defendant Thilloy took actions to benefit his own
personal interest and personal monetary gain over the best interest of VM Beach Group Inc.
During the time that Defendant Thilloy owned a majority of Corporation’s shares he abandoned
his duties to the restaurant by disappearing for long periods of time, not paying Company
employees the monies they rightfully deserved and by allocating funds from VM Beach Group,
Inc. to other businesses he had going on at the same time. Thilloy furthermore breached the
implied duty to act in good faith and fair dealing under the Shareholder Agreement when Thilloy
took materials from the restaurant Chef Vincent restaurant at the Lord Balfour Hotel in order to
supply his other business the Miami South Beach Charter, such as the hotel liquor license and
vendor accounts.
Q: Is the document in your hands the liquor license for VM Beach Group and Lord
Balfour Hotel?
A: Correct.
Q: This is the liquor license that was used for the operation of Chef Vincent Restaurant,
correct?
A: Correct
…
Q: ... you were operating other restaurants at the same time or investing in other
restaurants at the same time as you were investing in VM beach Group Inc, correct?
A: Yes
Q: And for those other operations, including the yacht charter company---what was that
called?
A: Miami South Beach Charter.
Q: Did you acquire a separate liquor license for that?
A: No. I don’t have to.
21
…
Q: Did you ever use a dealer by the name Jethro?
A: Yes.
Q: And for those bottles, did you order directly from them for both VM Beach Group and
for Miami South Beach Charters?
A: Yes. I have a separate card
…
Q: so can you explain these memos then?
A: I have no clue. Maybe I mixed up the account once.
…
While they are passing that around, did my client, Laurent Lemoine, ever have access or
part of Miami South Charters?
A: No.
Q: Was that wholly owned and operated by you?
A: Correct.
Q: So all orders for that alcohol would have been through you correct?
A: Correct.
(See Deposition of Thilloy, at 34:5-12; 35:9-21; 37:17-24; 41:20-24; 42:11-20:)
Defendant Thilloy’s allocation of the business resources to competing business and outside
venture clearly are in breach of the Shareholder Agreement and deprived Plaintiff Lemoine of
the Shareholder Agreement's benefits. As a direct and proximate result of Defendant Thilloy’s
willful, conscious and deliberate acts, including but not limited to Defendant Thilloy’s breaches
of the Shareholder Agreement, Lemoine suffered and continues to suffer damages. Therefore,
Plaintiffs are entitled to summary judgement as a matter of law as there is no genuine issue of
material fact relating to Defendant’s breach of the Implied Covenant of Good Faith and Fair
Dealing under the Shareholder Agreement.
VI. COUNT VII - THERE IS NO GENUINE ISSUE OF MATERIAL FACT

REGARDING DEFENDANTS’ BREACH OF FIDUCIARY DUTY UNDER THE
SHAREHOLDER AGREEMENT, AND THEREFORE PLAINTIFFS ARE
ENTITLED TO SUMMARY JUDGEMENT AS A MATTER OF LAW.
issue of material fact relating to Defendant’s breach of Fiduciary Duty under the Stock Purchase
22
Agreement. To state a claim for breach of fiduciary duty under Florida law, Plaintiffs must show:
(1) the existence of a fiduciary duty; (2) a breach of that duty; and (3) damages incurred as a
result of the breach. See Gracey v. Eaker, 837 So. 2d 348, 353 (Fla. 2002). Fiduciary
relationships implied in law are premised upon the specific factual situation surrounding the
transaction and the relationship of the parties. Courts have found a fiduciary relationship implied
in law “when confidence is reposed by one party and a trust accepted by the other.” Capital Bank
v. MVB, Inc., 644 So. 2d 515, 518 (Fla. 3d DCA 1994) (citations omitted). To establish a general
fiduciary relationship, “a party must allege some degree of dependency on one side and some
degree of undertaking on the other side to advise, counsel, and protect the weaker party.”
Watkins v. NCNB Nat’l Bank of Fla., N.A., 622 So. 2d 1063, 1065 (Fla. 3d DCA 1993). A
fiduciary relationship must be established by competent evidence, and the burden of proving
such a relationship is on the party asserting it. Kislak v. Kreedian, 95 So. 2d 510, 514-15 (Fla.
1957). As a matter of law, no fiduciary relationship will generally be found to exist where a
contract clearly and unambiguously disclaims the possibility of a fiduciary relationship. See SFM
Holdings, Ltd. v. Banc of Am. Sec., LLC, 2007 WL 7124464, at *7 (S.D. Fla. Feb. 12, 2007)
(finding the defendant was not a fiduciary to the plaintiff where the prime brokerage agreement
entered into by both parties expressly stated the defendant “was not acting as a fiduciary”).
Here, Defendant Thilloy as a majority owner of the Corporation’s shares, had a fiduciary
duty to Lemoine to use his best efforts to conduct business on behalf of the Corporation in
accordance with sound business practices, in a lawful manner, and to endeavor and preserve the
Corporation as a corporate director and president of VM Beach Group, Inc. Defendant Thilloy
knew that Lemoine was placing his trust and confidence in him and that Lemoine was relying on
Thilloy’s representations to protect his interest in VM Beach Group, Inc. Defendant Thilloy

23
established a fiduciary relationship not only based on the terms of the Shareholder Agreement,
but implied in law based upon the specific factual circumstances herein surrounding the business
relationship between Lemoine and the personal assurances of Defendant Thilloy regarding VM
Beach Group, Inc. Lemoine was justified in placing his trust and confidence in Defendant
Thilloy. Specifically, Defendant Thilloy presented Lemoine with an executed ten-year plus five-
year option Commercial Lease Agreement, a Stock Purchase Agreement, a Bill of Sale as well as
represented himself as an honorable and reputable business man, who was capable of running the
Restaurant on behalf of the Business.
Defendant Thilloy breached his fiduciary duty by taking unfair advantage and not acting
in the best interest of VM Beach Group, Inc. Specifically when Defendant Thilloy began
investing in other restaurants in Miami, directly violating the Shareholder Agreement. Moreover,
Defendant Thilloy breached the Shareholder Agreement when he failed to disclose issues
relating his consistent unavailability as president and partial owner of Chef Vincent Restaurant,
random payments made from VM Beach Group, Inc’s operating account, and his blatant
misrepresentation that a Commercial Lease existed between VM Beach Group, Inc. and the
Hotel. As a direct and proximate result of the aforementioned actions as well as the material
misrepresentations of Defendant Thilloy, Lemoine has suffered monetary damages in excess of
the original $560,000 he invested into VM Beach Group, Inc. and will continue to suffer
damages as a direct result of Defendant Thilloy’s breach of his Fiduciary Duty under the Stock
Purchase Agreement. Therefore, Plaintiffs are entitled to summary judgement as a matter of law
as there is no genuine issue of material fact relating to Defendant Thilloy’s breach of his
Fiduciary Duty under the Stock Purchase Agreement and are entitled to attorney’s fees and costs
in addition to any monetary judgment pursuant to the Agreement.

24
VII. COUNT XII – THERE IS NO GENUINE ISSUE OF MATERIAL FACT
REGARDING DEFENDANTS’ FRAUD IN THE INDUCEMENT, AND
THEREFORE PLAINTIFFS ARE ENTITLED TO SUMMARY JUDGEMENT AS
A MATTER OF LAW.
issue of material fact relating to Defendant’s Fraud in the Inducement. To state a claim for
fraudulent inducement pursuant to Florida law, Plaintiffs must allege four elements: “(1) a false
statement regarding a material fact; (2) the statement maker’s knowledge that the representation
is false; (3) intent that the representation induces another’s reliance; and (4) consequent injury to
the party acting in reliance.” Thompkins v. Lil’ Joe Records, Inc., 476 F.3d 1294, 1315 (11th Cir.
2007) (citations omitted); see also Butler v. Yusem, 44 So. 3d 102, 105 (Fla. 2010) (clarifying
that “[j]ustifiable reliance is not a necessary element of fraudulent misrepresentation”). See also
Wadlington v. Cont’l Med. Servs., Inc., 907 So.2d 631, 632 (2005); Biscayne Inv. Group, Ltd. v.
Guarantee Mgmt. Servs., Inc., 903 So.2d 251, 255 (2005).
Plaintiffs have adequately pleaded sufficient facts to support their claims that Plaintiffs
were fraudulently induced into signing the Stock Purchase Agreement as well as the Shareholder
Agreement; consequently, the Defendant failed to present any evidence giving rise to a genuine
issue of material fact, and therefore Plaintiffs are entitled to summary judgment. Specifically,
Defendant Thilloy, made material misrepresentations to Plaintiffs regarding the invalid long-
term lease which was material to Lemoine’s investment. Defendant Thilloy intentionally
deceived and made material misrepresentations to Lemoine regarding a long-term lease
agreement between the Hotel and VM Beach Group, Inc. that were false. According to the
record, the landlord Hotel never had any intentions of implementing a ten-year plus five-year
option Restaurant Lease Agreement and never had a valid lease agreement with VM Beach
Group, Inc. (See Adnan Jafarov Testimony and Exhibit “D”). At the time Defendant Thilloy
25
made these misrepresentations to Plaintiffs, he knew the representations were false, and had no
intentions of taking any actions required to rectify the false representations regarding the invalid
long-term commercial lease. Thilloy even went to the extent of falsely reassuring Plaintiffs and
further inducing Plaintiffs by executing a Seller’s Affidavit at Closing stating that the lease was
valid and that the Affidavit “is given with full knowledge of the criminal penalties for knowingly
or willfully making or causing to be made or delivered a statement of which any portion is false,
and to induce Buyer to purchase the Business.” (See Sellers Affidavit Paragraph 9) Moreover,
Defendant Thilloy knew that the lease and agreements were pivotal to the transaction, because
without a long-term commercial lease, the intended business plan of the partners was not
possible. Nonetheless, the Defendant Thilloy knowingly presented the fraudulent documents to
Lemoine, in an attempt to induce Plaintiffs to invest into VM Beach Group, Inc. and did so with
a complete and utter disregard for the law, let alone Plaintiffs well-being. As a direct and
proximal result of Defendant, Thilloy’s misrepresentations which Lemoine relied upon, Lemoine
suffered and continues to suffer said damages. Therefore, Plaintiffs are entitled to summary
judgement as a matter of law as there is no genuine issue of material fact relating to Defendant’s
Fraud in the Inducement.
CONCLUSION
There are no issues of material fact as to the blatant fraud conducted by Defendant,
Vincent Thilloy, onto Laurent Lemoine and his Company U.S. Force One, LLC and therefore
Plaintiffs are entitled to summary judgement as a matter of law. Furthermore, Plaintiffs are
entitled to recover their costs and reasonable attorney’s fees expended pursuant to the Stock
Purchase Agreement and the Shareholder Agreement. This Motion for Summary Judgment,
along with the attached exhibits thereto, are filed with the Court to provide the record evidence to

26
support the entry of summary judgment against Defendant Vincent Thilloy. Defendant has not
put forth any evidence which controverts the above undisputed material facts. Accordingly, as
such, Plaintiffs are entitled to the relief sought herein. WHEREFORE, Plaintiffs, LAURENT
LEMOINE, an individual, and US FORCE ONE, LLC, a Florida Limited Liability Company,
respectfully request that the Court grant summary judgment in its favor, award Plaintiffs its
attorney’s fees and costs, and grant such further relief as the Court deems proper.
Respectfully submitted,
WEINKLE ABERGEL LAW GROUP

Counsel for Plaintiff
605 Lincoln Road, Suite 250
Miami Beach, FL 33139
Telephone: (800) 780-7187
Email: Jordan@waplawgroup.com
Email: Brian@waplawgroup.com
Secondary Email: Marissa@waplawgroup.com
By: /S/Brian Abergel, Esquire

BRIAN ABERGEL, ESQ.
Florida Bar Number: 11132
JORDAN WEINKLE, ESQ.
VANESSA JALEH BRAVO, ESQ.
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on this 6th day of March, 2019, a true and correct copy of the
above and foregoing has been filed electronically using the E-Filing Portal Service, and by e-
service to: Mark A. Dienstag, Esquire, Law Offices of Mark A. Dienstag, Esquire,
mdienstag@markdienstaglaw.com; 9100 Dadeland Blvd., Suite 1500, Miami, Florida 33156;
Blake S. Sando, Esquire, Cole, Scott & Kissane, P.A., blake.sando@csklegal.com;
maria.vera@csklegal.com; 9150 South Dadeland Blvd., Suite 1400, Miami, Florida 33256; Julio
C. Cavero, P.A., caverojulio@yahoo.com; 2828 Coral Way, Suite 300, Miami, Florida 33145;
27
and Gary S. Glasser, Esquire, GSG50@msn.com; 28 West Flagler Street, Suite 608, Miami,
Florida 33131; Vincent Thilloy, vthilloy@gmail.com; Anthony M. Genova, Esq., Anthony
Meehan Genova, P.A., 44 West Flagler Street, Suite 2075, Miami, FL 33130; E-mail:
agenovalaw@gmail.com, jdgenova@gmail.com, ap.agenovalaw@gmail.com.
WEINKLE ABERGEL LAW GROUP

Counsel for Plaintiffs
605 Lincoln Road, Suite 250
Miami Beach, FL 33139
Telephone: (305)330-6928
Email: Jordan@waplawgroup.com
Email: Brian@waplawgroup.com
Email: Vanessa@waplawgroup.com
Secondary Email: Marissa@waplawgroup.com
By: /S/Brian Abergel, Esquire

BRIAN ABERGEL, ESQ.
JORDAN WEINKLE, ESQ.
VANESSA JALEH BRAVO, ESQ.

28

Motion For Summary Judgment For Fraud - Us Force One LLC vs. Vincent J THILLOY

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Motion For Summary Judgment For Fraud - Us Force One LLC vs. Vincent J THILLOY

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IN THE CIRCUIT COURT OF THE 11TH

JUDICIAL CIRCUIT IN AND FOR

LAURENT LEMOINE, an individual, and CIRCUIT CIVIL DIVISION

VINCENT JEAN THILLOY, an individual,

PLAINTIFFS’ MOTION FOR SUMMARY JUDGMENT

Plaintiffs, LAURENT LEMOINE (“Lemoine”) an individual, and US FORCE

Judgment against Defendant VINCENT JEAN THILLOY (hereinafter referred to as “Thilloy” or

“Defendant”), and in support thereof, states:

to swindle Plaintiffs out of hundreds of thousands of dollars. Specifically, Defendant Thilloy

to Counts I (Breach of Stock Purchase Agreement), II (Breach of Implied Covenant of Good

the Stock Purchase Agreement), V (Breach of the Shareholder Agreement), VI (Breach of

SUMMARY OF THE FACTS

At the time of Plaintiffs’ investment, Defendant Thilloy was president of VM Beach

Vincent (hereinafter referred to as “Restaurant”). [Complaint ¶ 19 & Deposition Transcript of

Weinkle Abergel Law Group

Restaurant Lease Agreement (hereinafter referred to as “Restaurant Lease Agreement” or

supposed Mario Valadares De R. Costa (hereinafter referred to as “Mario Valadares”) apparently

Evidence in Support of Defendants’ Motion for Final Summary Judgment].

Weinkle Abergel Law Group

Deposition Transcript of Plaintiff, at 63:10-14; 230:10-231:1; 231:3-65 filed as Exhibit “A”

Summary Judgment]. Unbeknownst to Lemoine, the long-term Commercial Lease presented to

fraudulently executed by Thilloy in an effort to induce Plaintiffs into purchasing 50% of VM

Transcript of Plaintiff, at 167:16-168:185 filed as Exhibit “A” within Defendants’ Notice of

Filing Evidence in Support of Defendants’ Motion for Final Summary Judgment].

Weinkle Abergel Law Group

(See Jafarov deposition 15:16-20)

(See Jafarov deposition 18:4-8)

(See Affidavit signed by Adnan Jafarov as Exhibit “D” Paragraph #2)

investment was supposedly signed by a Mario Valadares de R. Costa. However, it was

any position whatsoever with the Hotel or its management team.

as Exhibit “D” Paragraph #3)

Lease Agreement, for example no notification of the lease, modification, addendums,

Weinkle Abergel Law Group

Fraudulent Commercial Lease)

Weinkle Abergel Law Group