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SCCY Industries, LLC v. Jannuzzo

United States District Court, M.D. Florida, Orlando Division

August 2, 2018

SCCY INDUSTRIES, LLC and JOSEPH V. ROEBUCK, Plaintiffs,
v.
PAUL F. JANNUZZO, E. MONIKA BERECZKY, JOHN DOE, KRONSTADT ADVISORY SERVICES LLC, TRANS-CARPAT RESEARCH & ANALYSIS LLC and DE MOOIE HOND LLC, Defendants.

          ORDER

          GREGORY A. PRESNELL JUDGE

         This Matter comes before the Court on the Defendants' Motion to Dismiss the Second Amended Complaint (Doc. 68), the Response and Cross-Motion filed by the Plaintiffs (Doc. 79) and the Defendant's Response (Doc. 82).

         I. Background

         The Plaintiff's claims primarily arise from a January 11, 2017 meeting between Plaintiff Joseph Roebuck-the founder and CEO of SCCY Industries-and Defendant Paul Jannuzzo. Prior to that meeting, SCCY (and Roebuck) had decided to terminate Jannuzzo from his position as Chief Operating Officer of SCCY. Previously, Jannuzzo had worked for SCCY as an independent consultant and attorney from March 2015 through October 2015. Doc. 51 ¶ 6. During that time, it is alleged that Jannuzzo was “serving as SCCY's ‘outside' General Counsel.” Id. Beginning in November 2015, Jannuzzo worked full-time for SCCY as a corporate officer and attorney, and served as SCCY's Chief Operating Officer and General Counsel. Id. Jannuzzo later recommended Defendant Monika Bereczky (his wife) for employment as a compliance manager for SSCY, and she began working there in May of 2016. Id. ¶ 9. During her time as compliance manager, Bereczky reported to Jannuzzo. Id.

         In November of 2016, SCCY's finance and accounting department reported to Roebuck that Jannuzzo and Bereczky had been submitting and receiving payment for false and/or fraudulent expense reports. Doc. 51 ¶ 51. Roebuck then determined that he should terminate their employment, but he also decided that he should wait until after a firearms industry trade show, which was scheduled to take place from January 17, 2017 to January 20, 2017. Id. ¶ 52.

         Before the trade show took place, in early to mid- December of 2016, Roebuck learned that, at least twice, Jannuzzo “had directed a SCCY employee to create an organizational chart wherein SCCY's finance and accounting department reported to Jannuzzo.” Id. ¶ 53-54. On December 12, 2016, Roebuck met with Jannuzzo to confront him about the unauthorized organizational chart. During this meeting, Jannuzzo yelled and at one point “pulled a knife from his pocket and slammed it on the conference room table” and threatened Roebuck with physical violence. Id. ¶ 55. Roebuck told Jannuzzo “that he felt like Jannuzzo was going to hit him, ” and Jannuzzo replied “[i]f I hit you, you wouldn't get up.” Id. After that meeting, Roebuck discussed the situation with members of the SCCY executive team and outside counsel, ultimately deciding to terminate Jannuzzo's employment on January 11, 2017. Id. ¶ 56.

         On the morning of January 11, Jannuzzo confronted Wayne Holt, the President of SCCY, and “threatened him with violence and the imminent exposure of an audio recording that Jannuzzo had surreptitiously made of [him] without [his] consent.” Id. ¶ 57. Jannuzzo played the audio recording for Holt, on which Holt could be heard “speaking poorly of other SCCY employees.” Id. Jannuzzo told Holt that, if he did not “help” Jannuzzo, he would play the audio recording for Roebuck. Id. Jannuzzo also put a three-inch thick stack of papers on Holt's desk, advising him to look at the documents and call Roebuck. Id. ¶ 58. The documents appeared to be related to a pending regulatory compliance matter. Id. Holt contacted Roebuck after Jannuzzo left the office in order to advise Roebuck of the situation. Id. When Roebuck arrived at the office, Jannuzzo was gone. Id. ¶ 59. Roebuck tried to speak with Bereczky, but she refused to speak with him. Id. However, Bereczky contacted Jannuzzo and asked him to return to the office. Id.

         Later, Jannuzzo met with Roebuck, Holt, Bereczky, and the SCCY Executive Vice President. Id. ¶ 60. Jannuzzo yelled and insulted them, and ultimately “waived a manila colored folder . . . in front of Roebuck's face, ” and demanded that Roebuck and SCCY pay Jannuzzo and Bereczky or he would turn the documents over to “the Feds” and “the media.” Id. ¶ 61. Based on Jannuzzo's and Bereczky's explanation of the documents contained in the manila folder, Roebuck and the SCCY President believed that “their disclosure could cause the revocation of SCCY's license to manufacture firearms and put SCCY out of business.” Id. ¶ 63. Jannuzzo and Bereczky demanded $260, 000 in cash, as well as $260, 000 to be paid over the course of a year. This amount was based on a combination of their salaries. Id. ¶ 62.

         When Roebuck stated that he could not get that amount of money immediately, Jannuzzo “set his cell phone on the table and placed a phone call, via the speaker phone function, to a man who claimed to be in Texas.” Id. ¶ 64. Jannuzzo told the mystery man (“John Doe”) to send “that package we talked about” to the “Feds and media.” Id. John Doe stated that it would take him twenty minutes, at which time Jannuzzo began audibly counting down the passing minutes. Id. After Jannuzzo and Bereczky continued to yell at Roebuck, they “forced Roebuck to drive to a Bank of America branch, ” along with the SCCY President, while Jannuzzo and Bereczky followed them in a separate car. Id. ¶ 66. Upon arrival at the bank, Jannuzzo went inside with Roebuck and sat down next to him as Roebuck transferred $260, 000 to a bank account that was jointly owned by Jannuzzo and Bereczky. Id. ¶ 66-67.

         After they left the bank, Jannuzzo and Bereczky gave Roebuck a consultancy agreement (“Agreement”) requiring SCCY and Roebuck to wire them $260, 000, which had already occurred. Id. ¶ 70. The Agreement also required SCCY and Roebuck to pay them an additional $260, 000 in weekly installments over the course of the upcoming year. Id. The SAC states that Roebuck signed the Agreement in his capacity as CEO of SCCY, “under duress, in fear of physical harm, and in fear of what Jannuzzo, Bereczky, and John Doe might do to damage him and SCCY.” Id. ¶ 71. After that day, Jannuzzo “continued to harass Roebuck in a series of efforts to force SCCY and Roebuck to pay Jannuzzo and Bereczky the weekly payments.” Id. ¶ 73.

         While the aforementioned series of events appears to be the primary basis for the SAC, the Plaintiffs also claim that all of their payments to Jannuzzo and Bereczky were wrongful, even before November of 2016, when Roebuck learned of the fraudulent expense reports.[1] The Plaintiffs allege that while Jannuzzo was working for them as General Counsel, he also was working for a third party, Robert Suber and his company M.G. Suber & Associates (collectively “Suber”). Id. ¶ 114-145. Unbeknownst to SCCY, Jannuzzo represented both SCCY and Suber in negotiating and signing a distributor agreement between the two entities. Id. The Plaintiffs aver that this simultaneous representation resulted in less-than-favorable terms for SCCY. Id. The Plaintiffs also claim that Jannuzzo gave confidential information to Suber, which ultimately led to a situation in which Suber sent a demand letter to SCCY for not fulfilling its obligations with respect to a product order. Id.

         In addition to the previously discussed events, the Plaintiffs claim that Jannuzzo engaged in unauthorized surveillance of Roebuck's emails by copying them to a secret account that only he knew of and could access. Id. ¶ 146-163. The Plaintiffs also allege that Jannuzzo submitted a false affidavit in a state court matter in order to retaliate against SCCY and cause SCCY to incur substantial litigation costs. Id. ¶ 93-113.

         II. Legal Standards

         In ruling on a motion to dismiss, the Court must view the complaint in the light most favorable to the Plaintiff, see, e.g., Jackson v. Okaloosa County, Fla., 21 F.3d 1531, 1534 (11th Cir. 1994), and must limit its consideration to the pleadings and any exhibits attached thereto. See Fed. R. Civ. P. 10(c); see also GSW, Inc. v. Long County, Ga., 999 F.2d 1508, 1510 (11th Cir. 1993). The Court will liberally construe the complaint's allegations in the Plaintiff's favor. See Jenkins v. McKeithen, 395 U.S. 411, 421 (1969). However, “conclusory allegations, unwarranted factual deductions or legal conclusions masquerading as facts will not prevent dismissal.” Davila v. Delta Air Lines, Inc., 326 F.3d 1183, 1185 (11th Cir. 2003).

         In reviewing a complaint on a motion to dismiss under Federal Rule of Civil Procedure 12(b)(6), “courts must be mindful that the Federal Rules require only that the complaint contain ‘a short and plain statement of the claim showing that the pleader is entitled to relief.'” U.S. v. Baxter Intern., Inc., 345 F.3d 866, 880 (11th Cir. 2003) (citing Fed.R.Civ.P. 8(a)). This is a liberal pleading requirement, one that does not require a plaintiff to plead with particularity every element of a cause of action. Roe v. Aware Woman Ctr. for Choice, Inc., 253 F.3d 678, 683 (11th Cir. 2001).

         III. ...


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