Plaintiffs, DARRICK ANGELONE and AONE CREATIVE, LLC allege as follows:
- Plaintiff DARRICK ANGELONE (hereinafter referred to as “Darrick”), is now, and at all times mentioned herein, an individual residing in the County of Los Angeles, California. Darrick is the founder, CEO, and managing-member of Plaintiff AONE Creative, LLC.
- Plaintiff AONE CREATIVE, LLC, a Florida Limited Liability Company, (hereinafter referred to as “AONE”) is now, and at all times mentioned herein, an entity doing business in the City of Fort Lauderdale, County of Broward, Florida.
- Defendant DEON TAYLOR (hereinafter referred to as “Deon”) is now, and at all times mentioned herein, an individual residing in the County of Placer, California.
- Defendant ROXANNE TAYLOR (hereinafter referred to as “Roxanne”) is now, and at all times mentioned herein, an individual residing in the County of Placer, California.
- Defendant HIDDEN EMPIRE HOLDINGS, LLC (hereinafter referred to as “Hidden Empire”), a Delaware Limited Liability Company, is now, and at all times mentioned herein, an entity doing business in the City of Santa Monica, County of Los Angeles, California, and qualified to do business in the State of California.
- Defendant HYPER ENGINE, LLC (hereinafter referred to as “Hyper Engine”), a California Limited Liability Company, is now, and at all times mentioned herein, an entity doing business in the City of Granite Bay, County of Placer, California, and qualified to do business in the State of California.
- The true names and capacities, whether individual, corporate, partnership, associate, or otherwise, of Defendants sued herein as DOES 1 through 50, inclusive, are currently unknown to Plaintiffs, who therefore sue said Defendants by fictitious names pursuant to Section 474 of the California Code of Civil Procedure. Plaintiffs are informed and believe, and thereon allege, that each such fictitiously named defendants were/are responsible for the acts, errors and/or omissions hereinafter alleged to have proximately caused injury and damages to Plaintiffs. Plaintiffs are further informed and believe, and based upon such information and belief allege that at all times herein relevant, each such fictitiously named defendant was acting as a servant, alter-ego, agent and employee of each and every co-defendant, and in committing the acts and omissions hereinafter alleged, were acting within the course and scope of such employment and authority, and with the knowledge and consent of said co-defendants; each defendant ratified and approved the acts of the other defendants. Plaintiffs will seek leave of court to amend the Complaint to show the true names and capacities of the Defendants designated herein as DOES when ascertained. When reference is made to “Defendants” in this Complaint, such allegation shall be deemed to mean the acts of Defendants acting individually, jointly, or severally.
- Plaintiffs are further informed, believe, and thereon allege that Defendants, and each of them, were and are the agents, employees, servant, delegate, partners, joint-venturers, co-conspirators, owners, principals and/or employers of the remaining Defendants, and at all times herein mentioned were acting within the course and scope of such agency, service, employment, partnership, conspiracy, delegation, ownership and/or joint venture. and with the knowledge and consent of said co-defendants, and each Defendant ratified and approved the acts of the other defendants.
- Plaintiffs are further informed and believe and thereon alleges that the acts and conduct herein alleged of each such Defendant were known to, authorized by and/or ratified by the other Defendants, and each of them. Plaintiffs also are further informed and believe that Defendants DEON TAYLOR and ROXANNE TAYLOR confirmed, authorized and ratified the unlawful conduct of Hidden Empire, and each other.
- Plaintiffs are informed and believe that in doing the wrongful, illegal, tortious, intentional acts hereinafter alleged, Defendants and each of them acted as the agents and co-conspirators of the other Defendants, acted within the course and scope of said agency, and acted with the knowledge, consent, and approval of the other Defendants. At all relevant times, unknown to the Plaintiffs, Defendants directed one another to perform certain fraudulent actions in California, at the behest of the other Defendants. As detailed below, the Defendants worked in concert with the other Defendants, as part of the Defendants’ collective effort to achieve the illicit objectives
- Plaintiffs Darrick Angelone and AONE (collectively referred to hereinafter as “Plaintiffs”) bring this action to obtain relief from the betrayal and fraudulent conduct committed by former business partners, Deon Taylor and Roxanne Taylor (collectively referred to hereinafter as “Defendants”), involving a marketing company founded for the general purpose of using Plaintiffs’ digital and creative services to benefit Defendants, their companies, and/or their clients.
- As set forth more fully below, Plaintiffs agreed to engage in business with and offer their services to Defendants for the purpose of forming a mutually beneficial business relationship through the formation of a marketing subsidiary to service Defendants’ companies and other clients. Plaintiffs and Defendants did in fact enter into an operating agreement for this purpose, agreeing to divide any profits and equally sharing in any losses.
- In or around September 2011, Darrick was first introduced to Deon Taylor by Deon’s business attorney, Sandy Fox of Fox Law Group. From thereon after, Plaintiffs and Defendants engaged in a continuing business relationship in which Plaintiffs were hired to provide marketing, website domain, and other digital services for Defendants and their company, Hidden Empire Film Group, LLC.On or about June 24, 2021, Hidden Empire Film Group was reincorporated in Delaware under the name Hidden Empire Holdings, LLC. Hidden Empire is hereinafter referred to as “HEFG” for the purposes of this Complaint.
- On or about April 26, 2012, AONE and HEFG entered into contract to develop websites at the domains of www.lmaocomedyseries.com and www.hiddenempirefilmgroup.com for $22,500. This contract term was completed in October 2013. HEFG subsequently lost ownership of the hiddenempirefilmgroup.com domain in 2014. The hiddenempirefilmgroup.com domain did not return for use by HEFG until 2015 when AONE recovered it from whomever had registered it away from HEFG in 2014. During that time, HEFG had no access to the domain, while AONE secured the hiddenempirefilms.com domain on behalf of Defendants. AONE thereafter continued to renew the HEFG domain name every year as necessary.
- Since then, Defendants and Plaintiffs agreed that Plaintiffs would continue to provide marketing and other digital services to Defendants, which included digital and social media marketing, developing website domains, and creating digital content such as video and applications.
- On or about September 1, 2015, Hidden Empire Film Group, LLC was made inactive by the California Secretary of State. HEFG was never made active again by Deon and/or Roxanne. Defendants continued to execute contracts under the inactive Hidden Empire Film Group LLC thereafter until said LLC was registered again on August 8, 2018 by the Hidden Empire Film Group trademark holder, Mark Chalant Phifer. On or about July 1, 2021 Hidden Empire Film Group LLC, as registered to Mark Chalant Phifer in 2018, was made inactive by the California Secretary of State.
- Plaintiffs And Defendants Form an LLC Called Hyper EngineOn or about November 1, 2017, Roxanne Taylor sent an email to Darrick concerning the need to “connect” regarding the creation and structure of a digital marketing company between Plaintiffs and Defendants.
- On or about December 12, 2017, Darrick was asked by Deon Taylor to join a meeting between Deon and Kevin Wiess at the Ramada Inn in Burbank, to discuss a potential partnership between HEFG and Optimad Media, LLC to create a digital marketing company for HEFG motion pictures. Later, on or about December 18, 2017, Deon sent an email to Darrick imploring him to meet with Optimad again and investigate their business operations to evaluate whether it was a good idea to partner with them to create a joint marketing company. Thereafter, Defendants decided that the parties should move forward with no other partners at that time and to instead create an in-house marketing company.
- On or about January 29, 2018, Darrick and Defendants engaged in verbal discussions regarding the creation of Hyper Engine, LLC (“Hyper Engine”), a digital marketing company in which AONE and HEFG would be partners. As mentioned above, Plaintiffs were already handling all digital related services for HEFG at the time, including paid media buys for films self-released by HEFG and those released with a partner distributor such as Sony or Lionsgate. Defendants customarily would not Plaintiffs and Defendants’ agreements into writing, with the exception of some agreements and the films titled “Meet the Blacks” in 2016 and “Traffik” in 2018 (which were prior to the Hyper Engine partnership discussions), but always included Plaintiffs in planning and expected them to perform as necessary with no defined scope or expectations actually written in detail beforehand. By this time, it was routine practice for HEFG to defer any tasks or affairs needed by talent, staff, partners, or clients and direct them to Darrick and AONE.On or about February 24, 2018, AONE submitted to Defendants by email a budget created by AONE for HEFG digital infrastructure, which discussed equity in Hyper Engine. On or about March 1, 2018, Defendants created a draft operating agreement for Hyper Engine, created by Defendants Deon and Roxanne, and Velma Sykes, Head of Business of Affairs for HEFG. It was sent to Plaintiffs for review on August 1, 2019. Within this agreement, Darrick was designated as a member of Hyper Engine, LLC along with Deon Taylor, Roxanne Taylor, and Robert Smith. The agreement further provided that Robert Smith would split 50% in net profits and losses, while Deon, Roxanne, and Darrick would evenly split the remaining 50% in profits and losses.
- Hyper Engine, LLC was officially formed on March 1, 2018 (CA Secretary of State No. 201807410500) and remains active as of the date of this Complaint. Following the formation of Hyper Engine, Plaintiffs began efforts to provide marketing services for HEFG and other various clients through Hyper Engine. As part of their partnership (and executive role within the partnership) within Hyper Engine, Plaintiffs were solely responsible for marketing, web domain, and all other digital, creative, or IP services which includes but is not limited to:
a. Creating and presenting decks to pitch Hyper Engine services to entertainment companies such as Sony Pictures Entertainment, Lionsgate Films, and Warner Brothers;
b. Creating and executing digital marketing and political outreach campaigns wherein AONE created a significant amount digital graphics and branding across social media, television, print, and other online digital media;
c. Creating digital marketing campaigns to promote films created or directed by HEFG and other independent entertainment clients;
d. Creating digital branding, domain names, pitch decks, and other digital marketing for various endeavors and projects undertaken by Defendants and clients referred to Darrick or AONE by Defendants; and
e. Developing a COVID-19 vaccine campaign to be executed by hyper engine with CDC grant money given to the Coalition of National Black Churches (“CNBC”), whereby AONE was engaged to advertise for the vaccine campaign, create pitch decks, perform copy writing, register domain name(s), and conduct political advertising research, while creating and executing the digital strategies.
- On or about December 1, 2019, Deon and Roxanne created a second operating agreement for Hyper Engine, in which Deon was named 33.34% owner, Roxanne Taylor was named 33.33% owner and Plaintiffs were named 33.33% owner. This agreement further provided that company profits and losses shall be split 66.67% to Deon and Roxanne Taylor and 33.33% to Plaintiffs. Plaintiffs are informed and believe that a long-form version of this operating agreement was signed and executed by Deon Taylor.
- Throughout the parties’ business relationship, Defendants intentionally and with actual knowledge misled Plaintiffs into believing they were a partner or member of Hyper Engine. Namely, Defendants repeatedly represented and reassured Plaintiffs that they were a partner or member of Hyper Engine and would share equally in the profits of the company. Additionally, Darrick or AONE’s status as a member was stated in Hyper Engine’s operating agreements, the Hyper Engine company bank account, and various verbal and written communications between Plaintiffs and Defendants. Specific facts supporting Plaintiffs’ status as a member of Hyper Engine include, but are not limited to:
a. Plaintiffs were named as a member and 16.66% owner of Hyper Engine, LLC in a draft operating agreement for Hyper Engine dated March 1, 2018;
b. Plaintiffs were named as a member and 33% owner of Hyper Engine, LLC in an operating agreement dated December 1, 2019;
c. Plaintiffs are informed and believe that, during September 2019, Defendants confirmed with Plaintiffs the details of Hyper Engine, LLC, which also reflected a mutual understanding and confirmation of the creation of Hyper Engine, LLC, with the California Secretary of State, which was brought to Plaintiffs’ attention by Defendants verbally;
d. On or about Sept. 20, 2019, Roxanne created a Hyper Engine bank account in which Darrick is listed as signatory, of which Defendants advised Plaintiffs by email and verbally;
e. On or about September 20, 2019, Roxanne created a debit card in Darrick’s name for the abovementioned Hyper Engine bank account, of which Defendants advised Plaintiffs by email and verbally;
f. In a telephone discussion on or about February 23, 2020 with Roxanne regarding the formation of Hyper Engine, Roxanne verbally proposed the split in ownership of 1/3 (33%) to each Deon, Roxanne, and Darrick;
g. The aforementioned marketing, web domain, and other digital or IP services conducted through Darrick’s company, AONE, are consistent with a membership role in Hyper Engine and within the scope of Darrick’s expected duties as a digital marketing/social media partner;
h. Plaintiffs were consistently referred to as a partner, member, or executive of Hyper Engine, both orally and in written documents, throughout the parties’ business relationship;
i. In or around December 2019, AONE created and printed Hyper Engine business cards for Deon, Roxanne, and Darrick;
j. On or about March 6, 2018, AONE circulated a Hyper Engine pitch deck created by AONE in collaboration with an HEFG designer, in which Darrick is listed as “Chief Technology Officer” of the executive team consisting of Darrick, Deon, and Roxanne. All words and data included in the deck were provided by AONE; and
k. Following the creation of the Hyper Engine pitch deck, subsequent changes to the decks each list Darrick as an executive of Hyper Engine.
- Since the inception of Hyper Engine, Defendants repeatedly assured Plaintiffs that they were partners in Hyper Engine as reflected in written operating agreements, verbal communications, and Defendants’ manifestations or actions consistent with the operation of a partnered business.
- Plaintiffs are further informed and believe that Defendants, without Plaintiffs’ knowledge or approval, were diverting funds from the Hyper Engine bank account and committing them to personal use and to finance debts for various HEFG projects throughout the course of the parties’ business relationship.
- On or about August 20, 2019, Darrick notified Defendants by email that AONE maintains ownership of all works created by AONE, including domains and social accounts created in collaboration between AONE and HEFG.
Defendants Exclude Plaintiffs From Hyper Engine
- Unbeknownst to Plaintiffs, at some time after the formation of Hyper Engine, Defendants formed an undisclosed intent to breach the company operating agreement, exclude Plaintiffs from the LLC, and take Hyper Engine’s assets, proprietary information, and intellectual property and claim it as their own. At this time, while outwardly manifesting a continuing intent to develop Hyper Engine as an equal partner with Plaintiffs, Defendants secretly began to take steps in preparation of excluding Plaintiffs from their rightful share in the company.Defendants have continuously failed to recognize to Plaintiffs as a member or partners in Hyper Engine, despite numerous promises and reassurances that such partnership was created. Further, Defendants have repeatedly refused to create written services agreements or contracts to define much of the work performed by Plaintiffs for Defendants. As such, Plaintiffs have relied to their detriment on Defendants’ knowingly false representations that they were a member of Hyper Engine. Had Plaintiffs known the actual facts as set forth herein concerning Defendants’ failure to consummate a binding partnership or operating agreement for Hyper Engine, Plaintiffs would not have performed their services for Defendants nor otherwise agreed to partner with Defendants as member of Hyper Engine and sustain resulting losses. Plaintiffs are thus entitled to a share in the control and management of Hyper Engine, and a share equal to no less than 33% of the profits and losses of Hyper Engine.
- Beginning in or around April 2021, Defendants hired Quincy Newell, Esq. as Chief Operating Officer (COO) of HEFG. As part of his role, Quincy was employed to help restructure HEFG, which included adding Hyper Engine as a subsidiary or wing of HEFG. During this time, Plaintiffs were continuously relying on the aforementioned false promises and actions by Defendants which gave them the impression that they were a member of Hyper Engine and would retain their partnership interest upon restructuring. However, Plaintiffs were notably excluded from discussions regarding the restructuring of HEFG to include Hyper Engine as the marketing subsidiary of HEFG, an act which raised Plaintiffs’ suspicions.
- Following the hiring of Quincy Newell, Defendants knowingly ignored or disregarded any attempts by Plaintiffs to formalize a partnership or operating agreement for Hyper Engine upon restructuring, and further continued to refuse to create written contracts for the work and services provided by Plaintiffs to Defendants.On or about February 22, 2022, Darrick introduced Darrell Thompson, Esq. to Deon, Roxanne, and Quincy Newell via email to negotiate the terms of a binding Hyper Engine LLC operating agreement, to protect Plaintiffs’ one third (33.33%) interest in the company upon restructuring. Specifically, Darrick’s email states “I want to make sure that the loose ends of our partnership surrounding Hyper Engine are nailed down. My hope is that Darrell can work with Quincy to formalize the terms and that an agreement can be made without any further delay.” Following this email, Quincy and Darrell had a conversation about the matter sometime in March. On or about March 15, 2022, Darrell followed up with Quincy by providing proposed nonbinding terms for the Hyper Engine partnership. In an email dated March 16, 2022, Quincy acknowledged the proposed terms and asked some questions about them, but otherwise did not agree to any terms. Thereafter, Darrell followed up with Quincy by email on Mar 21 and Mar 24, 2022, each time without a response. Weeks later, Darrell again followed up with Quincy on April 8, 2022. This time, Quincy responded on April 8, 2022 stating that HEFG is not ready to “engage in any discussion” regarding plans for Hyper Engine, to which Darrick expressed his concern that formalization was long overdue and should be addressed with urgency. That same date, Darrick received a voice memo from Deon in which Deon stated that Hyper Engine “is not a real company.” At this moment, Plaintiffs became aware of Defendants’ intent to continue operating Hyper Engine to the exclusion of Plaintiffs as a partner or member. Later, on or about April 21, 2022, Quincy responded with a demand for a master services agreement to cover all services then provided by Plaintiffs to HEFG or Hyper Engine, which was seemingly to detract from Plaintiffs’ demand to formalize an operating agreement. On or about Apr 22, 2022, Roxanne then responded and claimed that HEFG or Hyper Engine will engage AONE as they have been doing, but notably refused to put it in writing. Based on the foregoing, it is evident that Defendants knowingly sought to avoid continuing a partnership with Plaintiffs in breach of past promises and mutual understanding between the parties.
- On or about Apr 26, 2022, Roxanne asked Darrick in an email for social media account access, to which Darrick replied and stated AONE’s position about outstanding balances for past services provided by Plaintiffs and his personal dissatisfaction with the approach Quincy was taking in avoiding formalization of a Hyper Engine partnership, which was counter to the parties understanding and longstanding professional relationship.
- During 2022, through conversations with Defendants, Plaintiffs became aware that Hyper Engine was being restructured by Defendants without consultation from Plaintiffs, and Plaintiffs were being formally excluded from ownership and the business decision-making process.
- On or about June 28, 2022 Darrick sent an email follow up to Deon, Roxanne, and Quincy checking on when payment of past due balances would be made. On that same date, Roxanne replied to the above email and said payment will be made before the end of July 2022. On or about August 1, 2022, Deon emailed AONE and Darrell stating that he plans to pay any outstanding balance on that same date and suggested that, because they are paying past due balance for services long past provided, he should get access to AONE property that was never contingent on payment of the invoices originally or in past due status. On that same date, Quincy added to the above mentioned email chain in an attempt to change terms by seeking to confirm whether Darrick “will turn over all admin passwords and account access information e.g., email accounts, social media etc.. to Roxanne and Deon.” Darrick responded by rejecting that assertion as contrary to his understanding.
- On or about August 3, 2022, payment for past due balances for services provided by Plaintiffs to Defendants spanning from 2020 to April 2022 were received by AONE. Thereafter, from August 4 to 9, Quincy and Deon made email demands to Darrick and AONE to turn over account credentials and server logins created and owned by AONE, none of which have been under contract nor ever been the property of HEFG.
- On or about Aug 9, 2022, AONE emailed the HEFG team reiterating that since past due balances have then been paid, the parties may address all the outstanding issues at hand. That same day, Deon added to the above email discussion with more promises about how HEFG “are willing to keep building” and “have other business to do.” In response, Darrick once again reiterated that the mutual understanding was that a “Hyper Engine partnership be formalized and to include a master agreement over all digital IP owned by AONE and or claimed by HEFG” before the transfer of any property rightfully belonging to AONE or Darrick. Plaintiffs are informed and believe that Defendants by their abovementioned acts intended to exclude Plaintiffs from membership in both HEFG and Hyper Engine, contrary to past understanding and agreement between the parties. Plaintiffs have since been denied their rightful share in the control and management of Hyper Engine, including its accounting, profits, and losses.
Plaintiffs and HEFG
- Plaintiffs are further informed and believe, and on that basis allege, that they have a longstanding business relationship with HEFG and provides services regularly to HEFG and Defendants, and representations made by HEFG and Defendants, as set forth below. For instance, on or about May 7, 2018, Roxanne confirmed by email that Darrick (through his company AONE) handles all social media and URLs (aka domains) for HEFG. Additionally, an HEFG directory dated May 23, 2018 and circulated to Darrick and other members or clients of HEFG listed Darrick as “Partner”.
- In or around August 2021, Plaintiffs were engaged, to handle the digital marketing for the Theatrical release of the HEFG movie titled “Fear”, which at the time was schedule for release on February 12, 2022. Weekly Zoom meetings ensued for approximately 7 months regarding the film. The film release was later moved to May 10, then August 26, 2022. As of the date of this Complaint, the film’s release date remains unknown while AONE has spent in excess of $250,000.00 for development and time invested by AONE staff to be present at meetings, which remains unrecouped by Plaintiffs.
- Plaintiffs have spent countless hours in their engagement for marketing the Fear film, all of which was done at Defendants’ request. The services Plaintiffs have performed or developed for this project include, but are not limited to:
a. On or about August 2, 2021, Plaintiffs registered the necessary domains and social media handles for Fear;
b. On or about August 6, 2021, Darrick submitted a demo website design for the Fear movie teaser launch via an iMessage thread with Defendants;
c. From August 2021 through the present, Plaintiffs have endeavored to develop a marketing strategy for Fear based on weekly meeting discussions and to develop special integrations such as NFT and mobile gaming elements; and
d. On or about January 13, 2022, Plaintiffs introduced via email the Fear Instagram Filter concept to the HEFG team, created by AONE to be a part of the Fear movie marketing strategy.
- On or about April 1, 2022 Darrick Submitted a social concept and publishing strategy for HEFG via iMessage to Deon and Omar Joseph, VP of production at HEFG
- In or around November 2021, Darrick proposed a Fear video game and NFT activation as part of a larger marketing plan to Deon, to which Deon replied, “Let’s go” and engaged the rest of the HEFG executives to start the project. AONE continued planning and development for the game/app, including design and beta testing at Defendants’ behest. On or about January 21, 2022, AONE shared the Fear game plan via email with another Web3 company named Cube, along with their principals. Later, in April 2022, Roxanne set up a meeting with Cube and their principals, to the exclusion of Plaintiffs, to discuss engaging them to execute a strategy similar to the one created by and presented to them by AONE. On August 1, 2022, Roxanne again met with Cube, to the exclusion of Plaintiffs, asking for next steps between them to further engage. Cube was a company that Plaintiffs originally had a relationship with, in which Plaintiffs introduced Cube to Defendants.
- On or about September 8, 2018, Darrick sent Deon via email a proposal for a campaign, presently named Be Woke Vote, to encourage voting across different political campaigns and promote political outreach. Plaintiffs have spent numerous hours in their performance and development of this project, which includes but is not limited to:
a. From October 2018 to July 2020, AONE exclusively created all digital graphics for the Be Woke Vote campaign branding across social media, television, print, and other online digital media. The rights to these graphics and authorship of copywriting have never been transferred away from AONE;
b. On or about September 19, 2018, AONE registered BE WOKE LLC. With the California Secretary of State (CA Secretary of State No. 201826710371);
c. In or around October 2018, HEFG executed all Be Woke Vote talent contacts in the name of the AONE-owned BE WOKE LLC; and
d. In or around November 2020, AONE oversaw the partnership and creative development between Mike Bloomberg’s Hawkfish digital targeting company, the P.A.C. BlackPAC, and Be Woke.Vote’s final 72hr Get Out To Vote (GOTV) digital targeting campaigns.
- Further, in or around October 2018, Be Woke Vote production call sheets circulated to Plaintiffs and HEFG list Darrick as creative director and social media director for the campaign. There was never a written contract or services agreement presented to Plaintiffs regarding the agreed upon work Plaintiff completed on this project. From August 2020 through January 2021 Darrick and AOne designed, developed, and executed the entire digital strategy for the Be Woke Vote 2020 Get Out The Vote Campaign (GOTV). AOne has maintained the digital infrastructure for Be Woke Vote and paid the fees necessary for all times between campaigns, which consists of a 2 year hiatus and five months of activity.
- In May 2018, while discussing Hyper Engine business with Deon Taylor, it was suggested that AOne should create the branding and build out the entire digital infrastructure to distribute and market the educational series titled “Black History in Two Minutes (or so)”, which was produced by McGee Media and is owned by a partnership with McGee Media, Dr. Henry Louis Gates, and Robert F. Smith. Following that discussion, AOne built out the entire system and was then tasked with distributing over 90 episodes and integrating learning curriculum which is utilized by millions of students, teachers and interested parties. AOne has exclusively managed this project from top to bottom with no direction and withou second guessing the decisions made by Aone in the development or execution. The only direction AOne received was that the websites for blackhistoryintwominutes.com and bewoke.vote should include SEO terms and descriptions for the projects financial benefactor, Robert F. Smith. Discussions between Aone and Defendants have Be Woke as the political marketing subsidiary of Hyper Engine. In December 2017 and again in June 2018, prior to the creation of Be Woke, and during the creation of Hyper Engine, AOne was tasked with running support campaigns for Doug Jones for US Senate in Alabama, and the Andrew Gillium primary race for Governor in Florida.
- On or about March 25, 2022, Darrick presented to Deon and Omar, via iMessage, merchandise and ecommerce that Plaintiffs had been developing for HEFG for several years.
- Throughout the parties’ relationship, Plaintiffs consistently advanced significant marketing campaign costs on behalf of HEFG or Hyper Engine. Specifically, Plaintiffs routinely advanced over $100,000 for digital marketing on each project performed for Defendants, which was done under the impression that Plaintiffs were a member with ownership interest in Hyper Engine, and not merely an independent contractor.
- Based on the aforementioned representations by Defendants and services or contributions provided by Plaintiffs throughout the parties’ longstanding business relationship, it is Plaintiffs’ reasonable belief that a partnership agreement arose between Plaintiffs, Deon, and Roxanne with respect to Hyper Engine. Specifically, Defendants actions and Plaintiffs’ performance of services throughout the parties’ professional relationship were consistent with an unambiguous intent to form a business partnership, such that Plaintiffs are entitled to no less than a one third (33.33%) ownership stake in Hyper Engine, as well as the right to share in the management and profits of the business. Defendants are now wrongfully retaining the interest and use of Plaintiffs’ services and proprietary information to derive profits and pecuniary gain to the exclusion of Plaintiffs.
- Plaintiffs additionally claim ownership over various works and intellectual property created by AONE for HEFG and/or Hyper Engine in reliance on Defendants misrepresentations or material omissions. Specifically, the ICANN registered domain owner of ALL domains is AONE Creative LLC, as has been the case since such domains were first registered. Further, the domains were all paid for entirely by AONE when registered and when renewed. Additionally, AONE retained all ownership of creative and authored works. Moreover, all social profiles and/or pages were created by AONE. No persons except employees and contractors of AONE have ever had access to any of the social media accounts created by AONE. Further, Darrick was never paid for the many executive roles he covered for HEFG and Hyper Engine.
- Beginning in May of 2022, Plaintiffs have additionally incurred expenses in providing their time and services to Defendants and HEFG, for which there are still outstanding balances and expenses still presently accruing. Specifically, Plaintiffs are owed by HEFG or Hyper Engine a total of $35,818.41 for the following 7 invoices:
a. Invoice dated June 2, 2022 in the amount of $8,864.06, for Web & Email Server Management ($1,999.00); database backups, plugin updates, database optimization, and platform updates ($3,500.00); HEFG Server costs ($43.76) 3rd Party Workspace Email server costs ($321.30); and carrying cost of 2.5%. balance fee for open HEFG invoices from February 2021 through April 2022 ($3,000.00.);
b. Invoice dated July 1, 2022 in the amount of $2,245.82, for management and hosting of podcast archive ($999.00); management and use of social ($499.00); and carrying cost of 2.5%. courtesy fee for Jan, Feb, Mar, and Apr 2022 ($747.82.);f. Invoice dated August 16, 2022 in the amount of $5,283.73, for Web & Email Server Management ($1,499.00); database backups, plugin updates, database optimization, and platform updates ($3,500.00); and HEFG Server costs ($43.76) 3rd Party Workspace Email server costs ($240.97); and
c. Invoice dated July 2, 2022 in the amount of $7,764.06, for Web & Email Server Management ($1,999.00); database backups, plugin updates, database optimization, and platform updates ($3,500.00); HEFG Server costs ($43.76) 3rd Party Workspace Email server costs ($321.30); and carrying cost of 2.5%. balance fee for open HEFG invoices from February 2021 through April 2022 ($1,900.00.);
d. Invoice dated August 1, 2022 in the amount of $2,398.68, for management and hosting of podcast archive ($999.00); management and use of social ($499.00); and carrying cost of 2.5%. courtesy fee for Jan, Feb, Mar, and Apr 2022 ($900.68.);
e. Invoice dated August 2, 2022 in the amount of $7,764.06, for Web & Email Server Management ($1,999.00); database backups, plugin updates, database optimization, and platform updates ($3,500.00); HEFG Server costs ($43.76) 3rd Party Workspace Email server costs ($321.30); and carrying cost of 2.5%. balance fee for open HEFG invoices from February 2021 through April 2022 ($1,900.00.);
f. Invoice dated August 16, 2022 in the amount of $5,283.73, for Web & Email Server Management ($1,499.00); database backups, plugin updates, database optimization, and platform updates ($3,500.00); and HEFG Server costs ($43.76) 3rd Party Workspace Email server costs ($240.97); and
g. Invoice dated August 16, 2022 in the amount of $1,498.00, for management and hosting of podcast archive ($999.00); and management and use of social ($499.00)
- Defendants knew, or had reasonable grounds to believe, that their above misstatements and omissions were false and misleading to Plaintiffs.
- Defendants, with the willful intent to defraud, intended that that their misstatements and omissions had the unlawful purpose of inducing Plaintiffs into dealing with Defendants and providing them with marketing, web domain, and all other digital or IP services on numerous projects under the false impression that Plaintiffs had a shared partnership interest with Defendants. The Defendants had actual knowledge that Plaintiffs would not have entered into any business dealings with Defendants nor provided any above mentioned services if they were told the truth of any of the above statements or omissions.
- The Defendants were owners and controlling persons of HEFG and Hyper Engine, and had direct involvement in their day-to-day operations. The material misrepresentations or omissions from HEFG’s verbal solicitations that were made to Plaintiffs in connection with Plaintiffs’ services was the collective and concerted action of the Defendants. The Defendants were each involved in drafting, producing, reviewing, and/or disseminating the documents at issue in this action and made verbal representations to Plaintiffs as well.
- Plaintiffs are informed and believe, and based thereon allege, that after Defendants breached the parties’ operating agreement and excluded Plaintiffs from Hyper Engine, Defendants have continued to operate the companies as their own businesses and investments without allowing Plaintiffs to share in the management and profits of that business as agreed upon when the company was formed.
- The Defendants had actual knowledge, or had reasonable grounds to know, of the misrepresentations and omissions of material facts set forth in this Complaint as all such facts were readily available to them. The Defendants’ material misrepresentations and omissions were done knowingly and recklessly and for the purpose and effect of concealing information from the Plaintiffs in order to further the Defendants’ inappropriate and excessive gains from Plaintiffs’ services and contributions in reliance on an ownership stake in Defendants’ companies. As a result of Defendants’ representations of materially false and misleading information and failure to disclose material facts, as set forth above, and in reliance on that information, Plaintiffs continued to deal with Defendants in providing marketing, web domain, and any other digital or IP services, which ultimately caused Plaintiffs direct damages in the form of lost profits, reputational harm, and general, special, or consequential damages in an amount according to proof at trial.