third amended complaint final

BROAD and CASSEL One Financial Plaza, Suite 2700, Fort Lauderdale, FL 33394

Telephone: 954-764-7060 Facsimile: 954-761-8135

IN THE CIRCUIT COURT OF THE 17TH

JUDICIAL CIRCUIT, IN AND FOR

BROWARD COUNTY, FLORIDA

STEVEN POULOS,

CASE NO. CACE 11-23833 (14)

Plaintiff,

vs.

ALLSTATE INSURANCE COMPANY,

RMK INSURANCE GROUP, INC. n/k/a

RMK CONSULTING GROUP and JOSE

KUDJA, individually, and, REBECCA

KUDJA, individually,

Defendants.

____________________________________/

THIRD AMENDED COMPLAINT

The Plaintiff, STEVEN POULOS, sues the Defendants, ALLSTATE INSURANCE

COMPANY, RMK INSURANCE GROUP, INC., JOSE KUDJA, and REBECCA KUDJA,

individually, and states:

1. This is an action for damages which exceeds the jurisdictional limits of this Court.

2. Plaintiff, STEVEN POULOS ("Poulos"), is a resident of Broward County,

Florida.

3. Defendant, ALLSTATE INSURANCE COMPANY ("Allstate"), is an Illinois

corporation and is an insurance company authorized to conduct business in Florida. Allstate is a

citizen and resident of the State of Florida, as Allstate maintains a principal place of business in

St. Petersburg, Florida.

4. Defendant, RMK INSURANCE GROUP, INC. n/k/a RMK CONSULTING

GROUP ("RMK"), is a Florida corporation which maintains its principal place of business in

Broward County, Florida.

Filing # 20080057 Electronically Filed 10/31/2014 03:22:23 PM

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5. Defendant, JOSE KUDJA, is a resident of Broward County, Florida, and is

otherwise sui juris.

6. Defendant, REBECCA KUDJA, is a resident of Broward County, Florida, and is

otherwise sui juris.

7. Defendants, JOSE KUDJA and REBECCA KUDJA, sometimes collectively

referred to as "Kudja" or "Kudjas", were the owners of RMK.

8. Venue is proper in this Court pursuant to 47.051, Florida Statutes.

GENERAL ALLEGATIONS

9. Allstate is an insurance company that issues policies of insurance with coverage

for homeowners, automobiles and other casualties.

10. Allstate provides insurance benefits all over the United States and generally

divides the country into sales territories and employs territorial sales leaders, field sales

leaders, and other employees within these areas.

11. Allstate has designated the State of Florida as a territory/region.

12. In Florida, Allstate markets and sells insurance policies through Allstate

Exclusive Agents (and directly through its call centers).

13. Allstates exclusive agents are local agents who interact with prospective and

actual Allstate policy holders.

14. The Kudjas were Allstate Exclusive Agents operating under RMK from 2005

through 2010.

15. The activities of Kudja/RMK were subject to written guidelines and policies as

promulgated by Allstate and were otherwise subject to examination, investigation, and review by

Allstates management.

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16. In particular, Allstates management, (i.e. territorial sales leader(s) and Human

Resource Personnel) oversee other management within the territory, identified as field sales

leaders, and staff that are responsible for the administration of the territory.

17. During times material to this action, Allstate had a Territory Sales Leader

(TSL) to oversee the territory of Florida and the field sales leaders and additional Allstate

employees/agents. The individuals in these roles comprise some of the management for Florida.

18. Here, the TSL was directly involved with both the termination of RMK/Kudjas

and the subsequent sale of TMK/Kudjas book of business ("BOB").

19. There were a myriad of management that were involved, directly or indirectly, in

the investigation and subsequent approval of the sale of the BOB to the plaintiff, Poulos.

20. Some of the management involved in the termination and sale of the BOB

included, but are not limited to, Richard Cairns, Mariano Reis, Bill Ayo, Mike Sheely, and Olga

Otero.

ALLSTATE INVESTIGATION INTO RMK/KUDJAS ACTIVITIES PRE-SALE OF THE BOB

21. On or about the Fall of 2008, Allstate's Point of Sale Information System

("POSIS") identified the RMK agency in the top 1% of all agencies in the territory/region for

certain documentary anomalies.

22. In particular, Allstate recognized documentary anomalies concerning RMKs

manipulation of credit checks by omitting certain information or inputting wrong information so

Allstate systems would return a more favorable credit score for a potential insured. This is

referred to as a "hit/no-hit" scheme and was done to obtain lower rates/premiums for potential

insureds.

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23. Based upon the results of the POSIS report, Allstates internal analyst began

conducting an audit of RMK/Kudjas activities covering a 3 month period from September 2008

through November 2008.

24. Specifically, on January 9, 2009, Allstates analyst recommended that

RMK/Kudja be referred to Allstate's Corporate Security department for immediate investigation

because the analyst discovered approximately twelve (12) insurance policies within a three

month period that were issued after a "hit/no-hit" anomaly.

25. Based upon the Allstate analysts findings, he was worried about the potential

impact the "hit/no-hit" scheme could have on Allstate's brand and image.

26. According to Allstate's own records, the matter was referred to Corporate Security

and was supposed to be given "priority."

27. Notwithstanding the severity of the mounting evidence of documentary

falsification by RMK/Kudja, the investigation was not completed by Corporate Security for more

than one (1) year after the referral.

28. During the more than 1-year long investigation, Allstates analyst continued to

review the RMK agency for falsification of company documentation.

29. In fact, from September 2008 through June 2009 and, beginning again, from

January 2010 through March 2010, Allstates analyst discovered more than 100 insurance

policies issued by RMK by virtue of falsification of documentation.

30. Based upon the findings of its internal analyst, Allstate knew or should have

known that more than 100 insurance policies within the BOB were obtained through

fraudulent/improper means/methods.

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31. Due to the fact the BOB contained insurance policies that were procured through

fraudulent conduct, some of the insurance policies were subject to cancelation and/or would

result in a higher premium for the insured.

32. Notably, the Allstate analyst solely reviewed newly obtained insurance policies

issued by the RMK agency on or after September 2008 through June 2009 and January 2010

through March 2010 (13-month period). At no time did Allstate examine insurance policies in

the BOB that predate September 2008 for any type of documentary anomaly.

33. In addition to the hit/no hit scheme, Allstates analyst also identified significant

changes in the bodily injury limits of insurance policies and RMK/Kudjas misappropriation of

other insured's personal identifiable information (i.e., property address, social security number,

last name). This misuse of personal information was done by RMK/Kudja to obtain lower

premiums for potential insureds.

34. While Allstates analyst was examining the activities of RMK/Kudja, Allstate

management was being continuously notified of RMK/Kudjas improprieties. In fact, the

falsification of documentation was so severe that it needed the immediate and urgent attention

of Allstate management including, but not limited to, the attention of Olga Otera, Bill Ayo, and

Mike Sheely.

35. Notwithstanding the severity of the fraudulent activities identified very early in

the investigative process, it took Allstate more than 18 months to make a final determination to

involuntarily terminate RMK/Kudja.

36. On August 4, 2010, Allstate management personally delivered a notice of

involuntary termination to RMK/Kudjas.

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37. At all times material hereto, Allstates management, including, but not limited to,

Olga Otera, Bill Ayo, Mike Sheely, Richard Cairns, and Mariono Reis, were aware of the

involuntary termination of RMK/Kudjas.

AFTER FALSIFICATION OF DOCUMENTS DISCOVERED AND ALLSTATES PRE-CLOSING CONDUCT

38. Despite the findings of Allstates internal analyst and the investigation by

Corporate Security confirming the RMK/Kudjas falsification of documents, Allstate advised

RMK/Kudja that it could sell its BOB or elect to receive a termination payment (buy-out from

Allstate) ("TPP").

39. To effectuate and facilitate the sale of a book of business, Allstate

employees/management personnel recruit candidates to consider acquisition of a book of

business. The Allstate employees/management include the territorial sales leaders, field sales

leaders, and other Allstate employees/agents.

40. In the event of a sale of a book of business, Allstate employees/management are

eligible to receive increased compensation (bonus, override payments or other designation) for

reaching certain sales goals, marketing goals, and placement of new agencies within their sales

territory.

41. One of the goals for Allstate employees in Florida in 2010 was to appoint a

certain amount of agencies from scratch (brand new agents and books of business) or from

outside purchasers.

42. Therefore, the Allstate employees involved with involuntary termination of

RMK/Kudja had a pecuniary interest in the sale of the BOB to an outside purchaser so that the

Allstate management could meet their goals.

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43. During Allstates investigation of RMK/Kudja and before its involuntary

termination, on or about June 9, 2010, Poulos was contacted by an Allstate corporate recruiter

about the possibility of becoming an Exclusive Agent for Allstate. At that time, Poulos was

living in Orlando, Florida with his wife; who were both employed in Central Florida.

44. On or about June 18, 2010, Poulos was introduced to a local field sales leader for

the Orlando area.

45. After several discussions with the Allstate employees (territorial sales leaders,

field sales leaders or others that are directly employed by Allstate and are paid a salary), Poulos

advised a field sales leader that he was interested the acquisition of an existing book of business.

46. Poulos decision to acquire an existing book of business (as versus start a new

agency) was based upon representations of a field sales leader and other Allstate employees.

47. In August 2010, Poulos was introduced to and met with Southeast Floridas field

sales leader, Laura Kaplan, whom provided Poulos a list identifying four (4) existing agencies

for sale including, RMK.

48. In or about August 2010, the RMK/Kudja BOB was available because Allstate

had just involuntarily terminated RMK/Kudja.

49. At the time Poulos was considering the purchase of the BOB:

A. Allstate knew that paying TPP to Kudja would mean that it would be acquiring insurance policies that were procured by the

falsification of documentation;

B. It would be less costly for Allstate if the BOB were acquired by Poulos or another outside purchaser because it would not have to

pay TPP; and,

C. Allstate management would benefit from the sale of the BOB to an outside purchaser because it would help them achieve sales goals.

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50. Despite its knowledge about the falsification of documents by RMK/Kudja,

Allstate advised Poulos that RMK was for sale and recommended that he purchase the BOB.

51. In fact, Allstate advised Poulos the BOB fit the parameters of what Poulos was

looking for.

52. At all times material hereto, Allstate was required to provide complete, truthful,

and honest responses to all questions concerning the quality and viability of the BOB.

53. Notwithstanding its duties, when Poulos was considering the purchase of the

BOB, Allstate never advised Poulos of the following information:

A. That RMK/Kudja was the subject of an audit by Allstates internal analyst;

B. The findings of Allstates internal analyst concerning the BOB;

C. The existence of a Corporate Security investigation of RMK/Kujda;

D. The findings of the Corporate Security investigation of RMK/Kudja;

E. The BOB had more than 100 insurance policies that were procured through falsification of company [Allstate] documentation to procure lower premiums;

F. That if Allstate paid TPP to RMK/Kudja, Allstate would have to cancel and/or recalculate the premiums for many of the policies

within the BOB;

G. That Allstate management had an incentive to sell the BOB because their personal compensation was at least, partially,

dependent upon meeting sales/marketing goals;

H. At the time that the BOB was being offered to Poulos, there was other Allstate agents helping service the BOB and were

poaching policies from the BOB that was to be sold;

I. That financial information provided to Poulos to induce him to purchase the BOB misstated the real revenue, income, profits, as

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well as the quality of the BOB because of the falsification of data

on insurance applications and that the policies written were high

risk for cancellation and/or re-rating to a higher premium thereby

resulting in non-renewal by the insured;

J. That Allstate failed to notify the State of Florida, Department of Insurance (or Federal government), regarding RMK/Kudjas falsification of data on the insurance applications, including, but

not limited to, false mailing addresses and garaging addresses, the

improper use of social security numbers belonging to other

individuals than the applicant and other insurance violations.

54. Allstate's employees, including management, deliberately, and with reckless

disregard, withheld material information from Poulos concerning RMK/Kudja while he was

considering acquisition of the BOB.

55. The failure and/or intentional refusal to disclose materially adverse information

concerning the BOB was with the intent to further induced Poulos to rely upon incomplete and

inaccurate information.

56. In fact, as part of his due diligence, Poulos requested from Allstate employees,

including its management, information concerning:

A. The rationale for closure of RMK;

B. The income of RMK;

C. The number of insurance policies that had been cancelled between the date of contract and projected date of closing on the transaction

to acquire the BOB;

D. The percentage of high/low bodily injury amounts, evidencing the risk associated with the BOB;

E. The poaching of policies by other Allstate agents while the contract for acquisition of the BOB was executory; and

F. Whether there was internally known information associated with the BOB that would preclude/interfere with financing of Poulos acquisition of the BOB.

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57. In response, Allstate failed to disclose complete and truthful information in

response to Poulos inquiry and, in fact, misrepresented to BB&T (the bank financing the

transaction for acquisition of the BOB) that Allstate had postponed termination of RMK/Kudja;

yet, Allstate had involuntarily terminated RMK/Kudja months before any representation to

BB&T.

58. In addition, Poulos contacted the principals of RMK regarding the status of the

BOB and the Kudjas similarly, intentionally and deliberately, withheld or misrepresented the

following:

A. The rationale for closing RMK;

B. The termination of RMK/Kudja;

C. RMK and Kudja intentionally misrepresented the status of the agency to Poulos.

D. The true volume of business done by RMK;

E. That the revenue of RMK/Kudja was inflated by virtue of falsification of Allstate documentation to procure insurance

policies for insureds;

59. The actions of the Defendants (Allstate, Kudja, and RMK) to deliberately

withhold information about the BOB while it was subject to sale to Poulos (wherein they all

knew that false information was used to procure the insurance) was fraudulent and/or grossly

negligent. Additionally, the actions were motivated solely by unreasonable financial gain and/or

were done with the specific intent to harm Poulos.

60. In the months leading up to the closing, Laura Kaplan and other field sales leaders

provided internal financial information regarding the BOB for purposes of financing.

Notwithstanding the fact that Kudja had authorized the release of information regarding RMK,

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information requested by Poulos was deliberately and intentionally withheld by Allstate

employees to avoid the disclosure of otherwise materially adverse information. Poulos, on a

number occasions, requested this information and it was either denied and/or stalled (by Allstate

management) while he proceeded to purchase the business.

61. Poulos also had concern as to some of the documents that he was actually

provided and some apparent losses. He inquired about same to Allstate. Allstate's employees,

field sales leaders, territory sales leader, human resources department and other management

intentionally misled Poulos regarding the true facts regarding RMKs losses and intending for

him to rely on their representations.

62. Poulos also expressed concerns relating to other agencies servicing and/or

poaching policies within the BOB, but Allstate employees denied that it was occurring.

63. Richard Cairns (an executive/manager) and other Allstate employees, knew on or

before November 22, 2010, that there was significant cross-selling of the BOB, that several

policies had been transferred to other agencies in the geographic area that RMK was located, that

RMK had been terminated for falsification of company documents and that there was no other

buyer available to purchase the BOB.

64. Richard Cairns also knew at that time that Kudja had already given permission to

share information and reports relating to RMKs business. Yet, Richard Cairns, and other

Allstate individuals in management, intentionally and fraudulently, misled Poulos regarding the

available information and withheld specific information that he had an obligation to disclose.

65. Allstate's employees either, intentionally or negligently, made false and

misleading statements to Poulos.

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66. Jose Kudja and Rebecca Kudja, intentionally or negligently, made false

statements and mislead Poulos to induce him to purchase the BOB.

67. Poulos relied to his detriment on the false statements of Allstate's

employees/management and the Kudjas.

68. Poulos, relying on the fraudulent information provided by Allstate, RMK and the

Kudjas, quit his job, had his wife quit her job, and the family relocated over 200 miles from

Orlando to Broward County, Florida, to purchase the BOB.

69. After closing on the business, Poulos discovered that a significant portion of the

BOB had, in fact, been subject to cross-selling by agencies, many policies had been cancelled,

the reported income was misstated, that Allstate knew and had misled him regarding the reasons

the agency closed, and that the statements which were made by Allstate employees and Kudja

were with disregard of the truth and veracity of the statements and caused Poulos to relocate to

Broward County, Florida.

70. After the purchase, Poulos discovered that Allstate had failed to advise him that

RMK had, in fact, been terminated, due to its failure to follow proper policies, procedures and

guidelines for insuring policies specifically including, falsifying policy applications.

71. As a consequence of RMK causing such insurance policies to be written and

Allstates failure to advise Poulos of same, Poulos was unaware of the number of policies he was

purchasing with conjunction with the business as much of the BOB were, in fact, non-insurable

(and granted exceptional rates) under proper guidelines and were canceled and/or the rates were

significantly increased by Allstate causing the parties to cancel.

72. Poulos also discovered that contrary to the statements made by the Allstate

employees/management, a number of insurance policies from the BOB that he was purchasing

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were subject to cross-selling and other Exclusive Agents of Allstate had assumed those

relationships, and in many instances, revenue from existing and new lines of business. Allstate

had assured Poulos that there would be no cross-selling and/or poaching of the BOB and led him

to believe that the BOB he was purchasing was valid.

73. Allstate knew, or should have known, that its statements were not true and that

when they were made to Poulos that he would rely upon them.

74. Not only did Poulos lose the policies themselves to the other agents, he also lost

any and all potential brokered policies and flood policies as well due to Allstate having other

brokers to handle the BOB instead of sending it through the national call center.

75. All conditions precedent prior to the filing of this lawsuit have occurred or

otherwise been satisfied.

COUNT I

FRAUDULENT MISREPRESENTATION- ALLSTATE

76. The Plaintiff re-alleges and adopts by reference herein paragraphs 1 through 75 as

more fully set forth herein.

77. Allstate, by and through its management, employees and representatives,

intentionally, or through gross negligence, misrepresented material facts and/or omitted material

adverse facts to Poulos to induce him to purchase the BOB.

78. Allstate knew that each of the representations were false when made and its

representations and/or omissions were made to keep Poulos from discovering the materially

adverse information about the BOB prior to his acquisition.

79. The misrepresentations and/or omissions were made with the intention that Poulos

would rely on the representation.

80. Poulos relied on the (mis)representations of Allstate to his detriment.

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81. Allstate's misrepresentations and/or omissions of material facts were solely

motivated by unreasonable financial gain and/or done with the specific intent to harm.

82. As a direct and proximate result of the misrepresentations and Poulos' reliance

upon same, Poulos suffered compensatory damages.

WHEREFORE, the Plaintiff, Steven Poulos, respectfully requests this Court to enter

judgment against Allstate Insurance Company for:

A. monetary damages;

B. punitive damages;

C. costs of suit;

D. prejudgment and post-judgment interest, and

E. such other and further relief as the Court may deem necessary and proper

under the circumstances.

COUNT II

NEGLIGENT MISREPRESENTATION- ALLSTATE


though more fully set forth herein.

84. Allstate, by and through its management, employees and representatives, made

several misrepresentations and/or omissions of material fact in its course of business dealings

with Poulos.

85. Allstate knew that the representations made to Poulos were false or made the

misrepresentations under circumstances in which Allstate should have known that the statements

were false.

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86. Allstate intended that the misrepresentations and/or omissions would induce

Poulos to act and purchase the BOB.

87. Poulos relied, to his detriment, upon Allstates misrepresentations and/or

omissions.

88. As a direct and proximate result of Allstate's misrepresentations, Poulos, acting in

justifiable reliance upon the misrepresentations and/or omissions, suffered compensatory

damages.


judgment against Allstate Insurance Company for:


B. costs of suit;

C. prejudgment and post-judgment interest; and

D. such other and further relief as the Court may deem necessary and proper


COUNT III

BREACH OF FIDUCIARY DUTY- ALLSTATE



90. Allstate fostered a relationship of trust with Poulos, through its actions,

including, but not limited to:

A. Their recruiting Poulos to become an Exclusive Agent;

B. The trust relationship that Allstate employees formulated with Poulos in

guiding him as to either purchasing a book of business and/or starting as a new agency;

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C. Allstate's constant assistance and reassurance that they were there to help

Poulos;

D. Allstate's apparent responsibility and duty to provide Poulos with truthful

information including financial information regarding the BOB.

91. Allstate breached its fiduciary duty to Poulos by the following acts/omissions:

A. by advising Poulos that RMK was available for purchase yet failing to

advise Poulos that RMK/Kudjas binding authority had been terminated by Allstate for

falsification of company documents;

B. for its failure to correct and advise Poulos of the fraudulent

misrepresentations made by Kudja;

C. by misleading Poulos regarding the viability of the BOB he was to

purchase and not advising Poulos that the policies he was purchasing were being canceled

and/or non-renewed because of falsification of company documentation;

D. by misleading Poulos that the policies were being maintained but that no

cross-selling was taking place, nor were any of the policy holders changing to other agencies

when Allstate directed the phone calls to the other agencies;

E. by not reporting to the State of Florida Department of Insurance that

RMK/Kudjas had intentionally falsified data on insurance applications, that there were, in fact,

false mailing and garaging issues and false commercial policies that were issued.

92. Allstate further breached its fiduciary duty intentionally and/or through gross

negligence solely for unreasonable financial gain and/or with specific intent to harm Poulos.

93. As a direct and proximate result of the breach, Poulos suffered compensatory

damages.

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WHEREFORE, the Plaintiff, Steven Poulos, respectfully requests this Court to

enter judgment against Allstate Insurance Company for:


B. punitive damages;

C. costs of suit;

D. prejudgment and post-judgment interest, and

E. such other and further relief as the Court may deem necessary and proper


COUNT IV

FRAUDULENT MISREPRESENTATION-

RMK, JOSE KUDJA AND REBECCA KUDJA



95. RMK entered into an Asset Purchase Agreement (APA) with Plaintiff, Poulos,

for his acquisition of the BOB. The Asset Purchase Agreement entered into by all three

defendants is attached herein as Exhibit A.

96. Defendants, Jose Kudja and Rebecca Kudja, entered the APA as individuals.

97. The APA includes a non-competition agreement which falsely implies that Jose

Kudja and Rebecca Kudja were still able to sell Allstate insurance and furthers the fraud

perpetrated by the Jose Kudja and Rebecca Kudja.

98. The APA also includes a Transition Period clause wherein Rebecca Kudja was to

remain working for Poulos for two (2) months also obscuring and further perpetrating the fraud.

99. Upon information and belief, on or about August 4, 2010, Allstate employee

Richard Cairns met with Jose Kudja and provided Jose Kudja a letter dated August 4, 2010,

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stating that the Kudjas' agency, RMK Insurance Group, Exclusive Agency Agreement was being

terminated. The termination was based upon falsification of company documents.

100. On or about August 4, 2010, the Kudjas entered into a conspiracy with Allstate to

sell BOB.

101. The Kudjas met with Poulos to discuss the sale of their business and

misrepresented that they had lost two of their main employees that Jose Kudja had become

involved in another business, and that Rebecca Kudja did not wish to run the business on her

own.

102. The Kudjas, directly, and on behalf of RMK, made false statements and/or

omissions to Poulos concerning several (adverse) material facts, including, but not limited to:

A. their failure to reveal that on August 4, 2010, Allstate had involuntarily

terminated the agency for falsification of company documents;

B. misrepresentations concerning the number of policies and income that the

agency had, knowing that a number of the policies Poulos was purchasing were being canceled

for falsification of company documents and/or that the policy premiums would be raised so that

the policy holders would terminate the policy;

C. advising Poulos that the remaining portion of the BOB was being

maintained by RMK, Jose Kudja, and Rebecca Kudja when, in fact, the policies were subject to

cross-selling and poaching because Jose Kudja and Rebecca Kudja took no action to maintain the

BOB after termination;

D. failure to advise Poulos that hard copies of the actual insurance policies

within the BOB had been taken by Allstate and not available for Poulos to review after

termination;

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E. the Kudjas, in conjunction with Allstate, misrepresented the income and

profitability of RMK;

F. that Rebecca Kudja had the knowledge or ability to assist Poulos in the

transition.

103. Jose Kudja and Rebecca Kudja had a pecuniary interest in selling the agency to an

outside buyer as opposed to Allstate corporate directly.

104. Jose Kudja made fraudulent misrepresentations and/or omissions with Rebecca

Kudja present, intentionally, for Poulos to rely on them and purchase the assets of RMK for an

overstated amount.

105. Jose Kudja and Rebecca Kudja made fraudulent misrepresentations and/or

omissions with the intent that Poulos rely on them.

106. Poulos relied on the intentional, false misrepresentations and/or omissions made

by Jose Kudja and Rebecca Kudja on behalf of RMK, and entered into the APA.

107. Jose Kudja, Rebecca Kudja and RMK knew the representations they made to

Poulos were false.

108. Poulos, as a direct and proximate result of the misrepresentations and/or

omissions, relied upon same and suffered compensatory damages.


judgment against Jose Kudja, Rebecca Kudja and RMK for:


B. costs of suit;

C. prejudgment and post-judgment interest, and

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COUNT V

BREACH OF CONTRACT- RMK, JOSE KUDJA AND REBECCA KUDJA



110. The Parties (Kudjas, RMK and Poulos) entered into the APA.

111. RMK, Jose Kudja and Rebecca Kudja entered the APA in bad faith and with the

knowledge they were selling the Plaintiff a BOB that was worth far less than the asking price due

to their falsification of company documents to acquire the policies within the BOB.

112. Throughout the time leading up to the sale of the BOB, the Defendants, Jose

Kudja and Rebecca Kudja, deceived the Plaintiff by lying to him as to both the reason the agency

was closed and the current status of the BOB.

113. Paragraph 2(d) of the APA specifically states [s]eller agrees to do the best of

his/her ability to preserve and manage existing accounts with the highest standards and respond

to all customer inquiries. Sellers RMK, Jose Kudja and Rebecca Kudja knew same was

impossible when they signed the APA and were immediately in breach of same.

114. Paragraph 2(d) of the APA further states, [i]n addition, the Seller confirms that

he/she has not assigned, sold, and transferred any policies within the last 90 days and up to the

closing date. Sellers RMK, Jose Kudja and Rebecca Kudja breached this clause and knew other

agencies were servicing the BOB and Allstate was controlling the files.

115. Sellers RMK, Jose Kudja and Rebecca Kudja breached the APA.

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116. Notwithstanding executing a contract and bill of sale for all assets of RMK,

Defendants, RMK, Jose Kudja and Rebecca Kudja, continued to receive commissions from

various insurance companies in 2010, 2011, and 2012 and converted the payments to themselves

in direct breach of their contract and the bill of sale they executed.

117. Said commissions were received from companies including, but not limited to,

Universal North American Insurance Company.

118. Poulos, as a direct and proximate result of this breach suffered compensatory

damages.


judgment against Jose Kudja, Rebecca Kudja, and RMK for:


B. costs of suit;




COUNT VI

FRAUD IN THE INDUCEMENT- RMK, JOSE KUDJA AND REBECCA KUDJA

119. The Plaintiff re-alleges and adopts by reference herein paragraphs 1 through 75

and 95 through 107 as though more fully set forth herein.

120. The Kudjas, directly, and on behalf of RMK, made material misrepresentations

and/or omissions to Poulos.

121. The Kudjas knew, or should have known, that these statements were false.

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122. The Kudjas had a pecuniary interest in selling the BOB to an outside buyer as

opposed to Allstate corporate directly (accepting TPP).

123. The Kudjas, directly, and on behalf of RMK, made false statements intentionally

for Poulos to rely on them and induce him to purchase the BOB for an overstated amount.

124. Poulos relied on the intentional, false misrepresentations and/or omissions made

by the Kudjas on behalf of RMK, and entered into the APA.


judgment against Jose Kudja, Rebecca Kudja and RMK for:


B. costs of suit;




DEMAND FOR JURY TRIAL

The Plaintiff demands trial by jury on all issues so triable as a matter of law.

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CERTIFICATE OF SERVICE

WE HEREBY CERTIFY that a true and correct copy of the foregoing has been served

upon Brett M. Carey, Esq. and Lori J. Caldwell, Esq., 407-841-2133, Rumberger, Kirk &

Caldwell, 300 South Orange Avenue, Lincoln Plaza, Suite 1400, Orlando, FL 32802-1873 and

Sean L. Collin, Esq., 954-462-8036, Lyons, Snyder & Collin, P.A., 312 SE 17th Street, 3rd

Floor, Fort Lauderdale, FL 33316 via electronic service this 31st day of October 2014.

BROAD AND CASSEL One Financial Plaza

100 SE 3rd Avenue, Suite 2700

Fort Lauderdale, FL 33394

Phone: 954-764-7060 Fax: 954-761-8135

Primary and secondary e-mail addresses:

[email protected]

[email protected]

By: ___Adam G. Rabinowitz_______

Adam G. Rabinowitz

Florida Bar No.: 177962

third amended complaint final

Documents

rmk insurance group

allstate markets

policies of insurance

insurance policies

allstate exclusive agents

florida corporation

state of florida

jose kudja