Opinion
FSTCV166030430S
05-31-2018
Matthew WITTMAN v. INTENSE MOVERS, INC.
UNPUBLISHED OPINION
POVODATOR, J.
Nature of the Proceeding
The plaintiffs and the individual defendants are the 100% owners of the corporate defendant. (There is some level of dispute as to exact percentages, but it appears to be undisputed that these four individuals comprise the universe of shareholders.) The plaintiffs have commenced this action, largely but not exclusively in the nature of a shareholder derivative lawsuit- there also are claims for dissolution of the corporate entity and at least some claims that appear to be directed to individual parties. In this last respect, the defendant Alexander Leute has filed a counterclaim, which is nominally directed to the individual plaintiffs although as discussed below, the plaintiffs contend that at least some of the claims actually are directed to the corporate entity.
At the time the operative answer, special defenses and counterclaim were filed (# 134.00), he was represented by counsel; he is now appearing on a self-represented basis.
Three motions to dismiss have been filed. The plaintiffs filed a motion to dismiss (# 136.00), directed to the counterclaim asserted by Alexander Leute (# 134.00); defendant William Leute filed a motion to dismiss the complaint (# 138.00); and defendant Intense Movers, Inc. filed a motion to dismiss the complaint (# 157.00) which motion subsequently was withdrawn, prior to argument (# 182.00).
An earlier motion to dismiss (# 127.00) was directed to an earlier iteration of the counterclaim (# 123.00).
The motions currently before the court were argued on August 28, 2017. On October 11, 2017, after a status conference, the parties submitted a stipulation, agreeing that the court should hold off on addressing any of the then-pending motions to dismiss, pending efforts by the parties to resolve their disputes by way of mediation (# 169.00). Subsequently, at a status conference on February 1, 2018, the parties indicated that the efforts at resolution of their disputes by way of mediation had proved unsuccessful, and requested that the court take up the then-pending motions to dismiss. On February 26, 2018, the plaintiffs submitted a supplemental memorandum in opposition to the motion filed by William Leute (# 183.00) (followed by a motion seeking permission to file that supplemental memorandum).
The court will address the two remaining motions to dismiss, in the order in which they were filed.
Discussion
1. Plaintiffs’ Motion to Dismiss Counterclaim of Alexander Leute
The plaintiffs have moved to dismiss the counterclaim of Alexander Leute on two grounds:
Alexander Leute lacks standing to bring the Counterclaim against Matthew Wittman because (a) Alexander Leute cannot assert a counterclaim against Matthew Wittman who is a nominal plaintiff bringing only derivative claims against Alexander Leute and (b) the allegations in the Counterclaim are derivative in nature and, therefore, Alexander Leute cannot bring them in his individual capacity as a direct Counterclaim. Consequently, this Court lacks subject matter jurisdiction over the Counterclaim and should dismiss the Counterclaim.
With respect to the contention that Alexander Leute lacks standing to pursue the counterclaim, the law relating to standing and subject matter jurisdiction is well-established:
Standing is the legal right to set judicial machinery in motion. One cannot rightfully invoke the jurisdiction of the court unless he [or she] has, in an individual or representative capacity, some real interest in the cause of action, or a legal or equitable right, title or interest in the subject matter of the controversy. Nevertheless, [s]tanding is not a technical rule intended to keep aggrieved parties out of court; nor is it a test of substantive rights. Rather it is a practical concept designed to ensure that courts and parties are not vexed by suits brought to vindicate nonjusticiable interests and that judicial decisions which may affect the rights of others are forged in hot controversy, with each view fairly and vigorously represented. These two objectives are ordinarily held to have been met when a complainant makes a colorable claim of direct injury he has suffered or is likely to suffer, in an individual or representative capacity. Such a personal stake in the outcome of the controversy ... provides the requisite assurance of concrete adverseness and diligent advocacy. Standing [however] requires no more than a colorable claim of injury ... Citibank v. Lindland, 310 Conn. 147, 161-62 (2013) (Internal quotation marks and citations, omitted.) In other words, to demonstrate standing, one need not prove his case on the merits. Rather, standing entails a consideration of whether there is a possibility that some legally protected interest of the person asserting a claim has been adversely affected by the actions of the defendant. Citizens Against Overhead Power Line Construction v. Connecticut Siting Council, 139 Conn.App. 565, 590 (2012).
The court notes that the plaintiffs have submitted no evidence challenging the existence of standing. In other words, they are relying upon their interpretation of the pleadings.
It is well established that, in determining whether a court has subject matter jurisdiction, every presumption favoring jurisdiction should be indulged ... Ed Lally and Associates, Inc. v. DSBNC, LLC, 145 Conn.App. 718, 728 (2013); see, also, One Country, LLC v. Johnson, 314 Conn. 288, 298 (2014).
This lack of any evidentiary submission also implicates the tiered approach to jurisdictional issues, as articulated in Conboy v. State, 292 Conn. 642, 650-54 (2009), and more recently in Cuozzo v. Town of Orange, 315 Conn. 606, 615-17 (2015):
Trial courts addressing motions to dismiss for lack of subject matter jurisdiction pursuant to [Practice Book § 10-30] may encounter different situations, depending on the status of the record in the case ... [L]ack of subject matter jurisdiction may be found in any one of three instances: (1) the complaint alone; (2) the complaint supplemented by undisputed facts evidenced in the record; or (3) the complaint supplemented by undisputed facts plus the court’s resolution of disputed facts. (Citing Conboy, supra ; internal quotation marks omitted.)
The first contention of the plaintiffs ("Alexander Leute cannot assert a counterclaim against Matthew Wittman who is a nominal plaintiff bringing only derivative claims against Alexander Leute") does not implicate standing. This argument seems to focus on Matthew Wittman as a defendant. During argument, a substantial portion of the plaintiffs’ attention was directed to the contention that that there was an improper joinder of claims, or that the plaintiffs were not the proper parties to whom some aspects of the counterclaim should be directed. Indeed, at one point, the court believes that the argument in favor of the motion explicitly (if not verbatim) referred to a failure to state a claim- which is an approximation of the standard for a motion to strike. Standing addresses the propriety of the party asserting a claim to be the party asserting that claim; it does not address the propriety of the party against whom a claim is directed, or the legal sufficiency of the claim.
In Bank of New York Mellon, Trustee v. Mauro, 177 Conn.App. 295, 313-20 (2017), in affirming the granting of summary judgment as to counterclaims based on misjoinder under Practice Book § 10-10, the court used the term "dismissed" (and other variations of the term), notwithstanding the discussion of the use of a motion to strike as a method to address such misjoinder. The decision did not discuss the language used in Practice Book § 10-39(a) relating to misjoinder of causes of action, nor did it address how such a misjoinder might be construed as jurisdictional in nature or otherwise come within the scope of Practice Book § 10-30 et seq. This court interprets the use of "dismissing" and variations as something of a non-technical use of the term (at least in the sense of Practice Book § 10-30 et seq.)- a form of rejection of the improperly joined claims, simultaneously not invoking jurisdictional concepts while seeking to avoid any suggestion of a merits-based determination that might have res judicata/collateral estoppel implications. The court notes that the concept of dismissal has arisen in other non-jurisdictional contexts, e.g., prior pending action doctrine (Bayer v. Showmotion, Inc., 292 Conn. 381, 396 (2009) ("This is a rule of justice and equity") ); failure to comply with time limits for reclaiming family motion for disposition under Practice Book § 25-34(f) (Ill v. Manzo-Ill, 166 Conn.App. 809, 820-21 (2016) ); attempt to apply for readmission to bar after resignation waiving right to apply (Disciplinary Counsel v. Hickey, 328 Conn. 688, 698 (2018) ).
The other aspect of the motion is that the claims being asserted are derivative in nature. Accepting that assertion of corporate claims as if they were personal claims implicates standing, dismissal would be warranted only if all claims asserted were subject to that classification. Although some of the claims in the counterclaim might properly be characterized as derivative claims, asserting harm to the corporation, the plaintiffs have not established that to be the case as to all claims asserted. Putting aside whether the claim ultimately might be deemed cognizable (in a motion to strike sense), the defendant alleges in ¶ 32 that "[a]s shareholders in a closely held company, Alexander Leute and Matt Wittman owed duties of care and loyalty to one another" followed in ¶ 33 by an allegation that Matt Wittman breached his duty to Alexander Leute. Whether such a personal-level duty existed as between the two individuals, and whether such a claimed breach would be actionable, are matters that may have to be resolved at some point, but not in the context of a jurisdictional challenge.
The court notes that the defendant did not address this aspect of the motion in his opposition to the motion to dismiss.
Somewhat simplistically, the court is faced with a melange of grievances of the defendant that in any way involve Matthew Wittman, without filtering for claims that properly are advanced by the defendant in a personal capacity (claims that are based on injuries he personally sustained) as opposed to injuries sustained by the corporation. In at least one instance, a single allegation encompasses both types of claims: Matthew Wittman "encouraging Sam Johnson to sue Intense Movers and Alexander Leute in Florida." The defendant is asserting a direct form of injury (deferring to a later date any issue of whether there is a legally cognizable claim on that basis) while also asserting a parallel claim of injury to the corporation.
The counterclaim is asserted in a single count, and given the existence of claims for which jurisdiction seemingly exists, the court cannot dismiss the entire counterclaim. The court can, however, dismiss all claims that assert injuries to the corporate entity, leaving in place any claims asserting injury to Alexander Leute. The court does dismiss all claims that assert injury to the corporation.
In order to effectuate this "bifurcated" order, and in order to facilitate either the filing of a motion to strike (if the plaintiff chooses to do so) or ultimate trial on the merits, the court directs the defendant to file an amended complaint, asserting the personal claims of injury for which he contends that the plaintiff is responsible. Recognizing that Alexander Leute currently is self-represented such that imposing such a task on him may be perceived to be an undue burden, the court has prepared a proposed marked-up version of ¶¶ 26-37 of the counterclaim (attached as an appendix), recognizing that the earlier paragraphs assert a factual background without actually asserting claimed injuries or a basis for recovery. The defendant may choose to file his own newly-drafted version of the counterclaim, or may choose to modify the version set forth in the appendix, or may allow the court-proposed version to become operative. The defendant is to file any alternate version of the counterclaim that he may wish to utilize, within 30 days of the issuance of this order; otherwise, the counterclaim as filed, modified by the changes set forth in the appendix to ¶¶ 26-37, will become the operative counterclaim. To avoid any uncertainty, however, any claim asserting injury to the corporation is hereby dismissed.
II. William Leute’s Motion to Dismiss Plaintiffs’ Claims
The defendant William Leute has moved to dismiss the claims because "the plaintiffs failed to allege 1) they made a demand on the corporation to bring an action, and the corporation refused; and 2) that the plaintiffs fairly and adequately represent the interests of the shareholders in enforcing the rights of the Corporation." As the defendant only represents himself- and prior counsel only represented him, not any other defendant- the court must construe this motion as only applicable to the claims directed to William Leute. (Alexander Leute filed no such motion, and the motion filed on behalf of the corporate entity has generated its own set of issues.)
Returning to the tiered approach mentioned earlier, the plaintiffs have alleged that which the defendant claims that they did not allege- that timely notice was given and that the plaintiffs can/will fairly and adequately represent shareholders in this proceeding. Absent any evidence submitted to the contrary (and the defendant is relying on claimed inadequacy of the allegations, not on claimed inadequacy of facts supporting such contentions), the court must construe the pleadings in a manner supporting jurisdiction (if reasonable to do so).
The absence of any evidence submitted by the defendant (moving party) necessarily distinguishes this case from any cited authority in which evidence was presented. Thus, the defendant cites and relies upon Melton v. Blau, J.D. Middlesex, No. X 04CV030103953S, 2004 WL 209531 (Conn.Super.Ct. Aug. 26, 2004), but in that case there was an evidentiary record that provided the court with a basis for departing from the allegations of the complaint- there are explicit references in the decision to witnesses and documents that were submitted in connection with the motion.
The defendant also cites and relies upon Barrett v. Southern Connecticut Gas Co., 172 Conn. 362, 374 A.2d 1051 (1977), but in that case there also was an evidentiary record- the case was decided via summary judgment and therefore had evidentiary submissions that were considered.
Conversely, in their supplemental memorandum, the plaintiffs cite a recent trial court decision, Bragoni v. Francalangia, No. X 03HHDCV176079494S, 2017 WL 5642275, at *8 (Conn.Super.Ct. Oct. 25, 2017) , where the court relied on the allegations of the complaint to determine that the plaintiffs could fairly and adequately represent the interests of the shareholders, and that the presence of a claim for dissolution did not preclude such a determination.
The issue of a required demand letter was treated separately, including rejection of a claimed (implied) exception to the requirement that such a demand letter be sent.
During argument, the plaintiffs noted the absence of anyone else who could pursue a derivative claim against the defendants, and the defendant has not identified any requirement that there be an election of remedies as between seeking dissolution of the corporation and seeking to pursue a derivative action. (Bragoni refers to such an implied obligation in terms of a Hobson’s choice.)
Indeed, under the specific facts of this case, there is a question of whether any challenge relating to the ability of the plaintiffs to represent the interests of the shareholders fairly and adequately is solely a matter of form over substance. Quite simply, there are no other shareholders whose interests need representation, as all shareholders are parties to this action. The requirement that the derivative action plaintiffs fairly and adequately represent the interests of shareholders is premised on the presumed existence of non-party shareholders, whose interests may be affected by the proceeding. Given the presumed existence of non-party shareholders, there is a reasonable concern about assurances that the interests of non-party shareholders will be protected. Here, however, if any shareholder has an interest adverse to the positions taken by the plaintiffs, that interest can be asserted in a direct way, by the shareholder, given the status of all shareholders as parties.
This is consistent with the presumed representative nature of the plaintiffs in a derivative action. The analysis of whether a plaintiff is a proper party to pursue a derivative claim starts with the notion of representative status; Fink v. Golenbock, 238 Conn. 183, 199, 680 A.2d 1243, 1253 (1996).
Golenbock next claims that the plaintiff was not entitled to sue on behalf of the corporation because he could not fairly and adequately represent the interests of the other shareholders as required by § 52-572(a). The statute requires fair and adequate representation in order to avoid possible antagonism between the interests of the representative and those of the class, antagonism which may lead to conflicts such that the interests of the other stockholders are disregarded in the management of the case. (Citation omitted.) 238 Conn. 204.
Indeed, the similarity of facts makes Fink v. Golenbock virtually dispositive:
Under the facts of this case, and in light of the plaintiff’s special status as one of only two shareholders, we conclude that he is a fair and adequate representative of the corporation. The rule is not that the plaintiff must fairly and adequately represent the interests of all other shareholders; rather, under § 52-572j, the plaintiff must answer to those shareholders who are similarly situated. In a case such as this, where there is only one other shareholder in the corporation and it is that shareholder who is allegedly responsible for the harm to the corporation, there is no other similarly situated shareholder and the plaintiff should not be prevented from bringing an otherwise proper derivative action by an objection from the wrongdoing shareholder. See Larson v. Dumke, supra, 900 F.2d at 1367 (single shareholder allowed to bring derivative suit when it was clear that all other shareholders had benefited from wrong claimed in suit). Thus, the derivative action is appropriate, not because the plaintiff is representative of the opposing shareholders, but because the corporation has interests that need to be represented, and the plaintiff shareholder may be the only representative in a position to protect those interests. (Emphasis as in original.) 238 Conn. 206-07.
Here, too, the plaintiffs are not "representing" any other shareholders, given the circumstances of this case wherein all shareholders are actual (and appearing) parties.
Therefore, based on the undisputed circumstances relating to shareholders and the undisputed (in an evidentiary sense) allegations in the complaint, the court finds that the plaintiffs satisfy the statutory requirement that the plaintiffs "will fairly and adequately [represent] the interests of the corporation in enforcing the right of the corporation."
The statutory language is in terms of "interests of the corporation" but the analysis typically is in terms of representing the interests of other shareholders.
With respect to the demand to the corporation, the defendant’s conclusory negation of compliance with that requirement is brief to the point of almost non-existent (and it also appears to be incorrect). The contention is brief enough to be stated in its entirety:
As the court can see from the complaint, there is no allegation that the plaintiffs made a demand on the Corporation to sue William R. Leute, III and no allegation that it refused. Therefore, for this reason alone the case should be dismissed. Bushka, supra.
As worded, this contention seems to focus on whether there was a specific demand relating to suit being brought against William Leute.
The plaintiffs have submitted a copy of their demand letter as an exhibit to the complaint (Exhibit D of # 101.00), explicitly cited in ¶ 29 of the operative complaint. The letter specifically mentions alleged misconduct by William Leute as well as his involvement with alleged misconduct of Alexander Leute. (Most of the second page is directed to conduct of William Leute, independently and jointly with Alexander Leute.) The "original" of the letter was directed and sent to Alexander Leute, but to the extent that there is or may be an implied claim that a copy of the demand needed to be sent to William Leute as well, there is an indication on the letter that he was sent a copy. There is no evidence (affidavit or otherwise) that the demand letter was not received by both Leute defendants, assuming that each identified individual needed to receive a copy of the demand under the statute (recognizing that the statute requires a demand be given to the corporation).
For example: "Consequently, we demand that Intense Movers also investigate Bill’s knowledge, involvement, and assistance in your flagrant misuse of Company funds and take suitable action against him."
The plaintiffs claim in their complaint that the demand was delivered to the corporation via the corporation’s registered agent. The motion and brief are silent on this aspect, but during argument, the defendant seemed to address the propriety of the manner of service/delivery. Given the non-waivable quality of satisfaction of jurisdictional prerequisites, the issue of satisfaction of the requirement of delivery of a demand must be addressed.
The statute (§ 33-722) does not specify the manner of required delivery; it does not suggest that it must be "served" in the manner in which legal process is served, and does not require delivery to the statutory agent for service (although the plaintiffs claim that they did send it to the statutory agent).
The demand requirement serves a practical purpose- giving the corporate entity an opportunity to investigate and perhaps even take corrective action, within a reasonable period of time after receiving a demand letter/notice (90 days being the statutorily determined reasonable period in which to act). The goal is to put management on notice, without any mandated procedure. In Stutz v. Shepard, 279 Conn. 115, 118, 901 A.2d 33, 36 (2006), for example, "[t]he plaintiff served a demand upon the defendant’s board of directors ..." (footnote omitted). Here, the plaintiffs sent the demand to the two Leute defendants- both are identified as officers and directors in the Secretary of State filings included in the exhibits to the complaint separately submitted pursuant to Practice Book § 10-29 (# 101.00).
In Stutz, an action had been commenced prior to the expiration of 90 days. The merits of the dispute were resolved via arbitration (such that the trial court and appellate decisions related to vacating/confirming the award, not the underlying merits). Therefore, the apparent failure to wait 90 days, resulting in the arbitrator reducing an award of attorneys fees due to that prematurity, was not addressed by any court, in turn precluding any attention to the possible/likely jurisdictional quality of prematurity.
William Leute is identified as the CFO and Alexander Leute is identified as the president.
The defendant has not identified any material flaw in the contents of the demand nor the delivery of the demand to the corporation through appropriate/designated management officials. The defendant does claim, however, that the plaintiffs did not comply with the statutory requirement relating to the 90-day waiting period.
Before addressing the merits, the court must identify the imprecision of the statement of the claimed deficiency. The defendant frames the problem as "no allegation that [the company] refused" to comply with the demand, but the statute does not depend on an affirmative refusal but simply requires that 90 days elapse before any derivative action is commenced. If action is taken by the corporation, then presumably the demanding party would await further developments, but there is no requirement. To the contrary, General Statutes § § 33-723 and 33-724 are applicable if a party commences a derivative action even though the corporation has begun taking steps to investigate or otherwise pursue or evaluate the merits of the demand letter. Since the statutes contemplate an action started, even if there is no refusal or rejection of the demand, the existence of a refusal or rejection cannot have jurisdictional consequences.
As to the merits of the defendant’s claim, he points to the final paragraph of the demand letter:
Please let us know by August 23, 2016 whether Intense Movers will investigate the matters we have raised. If we have not received a response from intense movers by then, we will assume the company has rejected this demand.
The court declines to- and probably is required not to- treat what amounts to a style-of-practice or strategy as if it were a matter of substance. To varying degrees, attorneys (and others) often insert somewhat arbitrary deadlines for a response to a request or demand. If there is no controlling statute or regulation or contractual provision (or other fixed benchmark), a party is free to impose whatever limitations it chooses. Thus, an offer to settle litigation can be subject to any chosen time limitation (subject to withdrawal prior to acceptance), whereas an offer of compromise is subject to a fixed deadline as established by Practice Book § 17-11 et seq. (although also subject to withdrawal prior to acceptance). A party receiving an adversary-imposed deadline is free to take it seriously or disregard it, just as the adversary establishing that deadline is free to react as he/she deems appropriate if the deadline is not met. In this case- while not intending to be flippant- the plaintiffs were free to "assume the company has rejected this demand" or anything else they chose to assume if the defendants did not respond, but their threatened or actual assumption is of no consequence. The statute requires that the prospective derivative action plaintiffs wait 90 days after delivery of the demand before commencing an action, and there is no claim or suggestion that the plaintiffs did not wait the required period of time before commencing this action. The demand letter is dated August 9, 2016, and indicates that it was being sent by FedEx, email and regular mail. To the extent that copies were sent via email, they presumably were received that day, and the other copies were presumably received a few days thereafter. (There is no evidence to the contrary.) According to the return of service, the parties were served on November 16, 2016, which was 99 days after the date on the demand letter. Absent a basis to reject a presumption that mail was received within a reasonable period of time after mailing, coupled with the immediacy of email, the court can only conclude that the 90-day waiting period was satisfied.
Accordingly, based on the record presented, the court finds that the plaintiffs satisfied the requirements of General Statutes § 33-722.
Conclusion
The plaintiffs are correct in that the counterclaim filed by defendant Alexander Leute is improper, in a jurisdictional sense, to the extent that he asserts claims that represent injuries to the corporate entity rather than personal claims of injuries he sustained in a more direct sense. Unless he were claiming that his counterclaim also should be treated as a derivative action (which he has not done and which would seem to be subject to the same statutory requirements discussed above), he cannot assert claims on behalf of the entity, even though in a corporate distribution sense he might be affected by injuries to the corporation. Those claims are dismissed, and the court has proposed a version of the counterclaim that attempts to address the need to differentiate between proper and improper claims (see, Appendix), reserving to the defendant the opportunity to provide the court with a different document if he believes that the court has not provided a draft that comports with its own holding. The defendant is free to proceed with his claims against plaintiff Matthew Wittman, to the extent that he is claiming direct injury as a result of the plaintiff’s conduct (subject to the right of the plaintiff to attack the legal sufficiency of any or all such claims).
The court has denied the motion to dismiss filed by defendant William Leute. The plaintiffs satisfied the requirements of § 33-721 that are in issue- to the extent applicable, they will fairly and adequately represent the interests of the corporation/shareholders. They also have satisfied the requirements of § 33-722 in that they made a demand upon the corporation for corrective action and did not commence this proceeding until more than 90 days had elapsed after delivery of that demand to the corporation (through the defendant officers/directors).
Accordingly, the motion to dismiss directed to the counterclaim of Alexander Leute is granted in part (as described above) and the motion to dismiss filed by William Leute, directed to the plaintiffs’ complaint, is denied.
APPENDIX
32. As shareholders in a closely held company, Alexander Leute and Matt Wittman owed duties of care and loyalty to one another.
33. Through his acts and omissions, Matt Wittman breached the duty of care he owed to Alexander Leute in that he:
a. neglected his job responsibilities;
b. performed his responsibilities poorly because he was frequently under the influence of drugs and alcohol;
c. was an absentee director and CEO; and
d. refused to communicate with Alexander Leute about the company, its operations or its finances.
34. Matt Wittman’s conduct caused Alexander Leute to have to shoulder a disproportionate amount of the workload. Alexander Leute had to do his job tasks, ones that Matt Wittman stopped being able to do when he refused to submit to a drug test and those that he stopped doing when he moved to Florida. Alexander Leute also had to oversee the things Matt Wittman was, or should have been doing. This caused Alexander Leute damage increased stress and aggravation.
35. Matt Wittman also breached the duty of loyalty he owed to Alexander Leute as shareholders in Intense Movers. Upset after Alexander Leute told him he was a liability to Intense Movers, Matt Wittman tried to harm Alexander Leute. Matt Wittman did so out of spite and animus.
36. As set forth above, Matt Wittman quit Intense Movers and then took a series of actions that he knew would harm Alexander Leute. Matt Wittman’s actions included:
c. encouraging Sam Johnson to sue Intense Movers and Alexander Leute in Florida; and
d. making accusations and claims that had no basis in fact and trying to blame Alexander Leute for expenses Matt Wittman made.
37. Matt Wittman’s spiteful actions were designed to harm Alexander Leute and, did in fact cause Alexander Leute harm, and were in dereliction of the duties Matt Wittman owed to Alexander Leute.
WHEREFORE, Alexander Leute asks the Court to award him the following relief:
A. Money damages against Matt Wittman;
B. Any other relief that is just and proper.
and
"Additionally, you and Bill have been and remain responsible for the filing of Company income tax returns. We have not been able to discern whether these payments for personal items were included as business deductions on the filed income tax returns. Furthermore, we question the accuracy of the income reported. Accordingly, we demand that Intense Movers investigate the accuracy of the information declared in the income tax returns and take suitable action to remedy any errors immediately."