Ridgeway Unified Courts

JUDICIAL COUNCIL OF RIDGEWAY

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SUPERIOR COURT OF THE STATE OF RIDGEWAY FOR THE DISTRICT OF RIDGEWAY RIDGEWAY FINANCIAL BANKING HOLDINGS S.A.; RIDGEWAY FINANCIAL BANKING JOINT VENTURES; RIDGEWAY FINANCIAL BANKING; RIDGEWAY FINANCIAL WEALTH MANAGEMENT; BLACKPOINT-GUN DEALING; RIDGEWAY FINANCIAL BANKING ACQUISITION GROUP; RIDGEWAY ASSOCIATION OF SECURITIES DEALERS AUTOMATED QUOTATIONS; and BANK OF RIDGEWAY, Plaintiffs, v. SWINTASTIC_81, an individual, Defendant. Case No. RSC-CV- CIVIL COMPLAINT COMPLAINT FOR DAMAGES AND INJUNCTIVE RELIEF Plaintiffs, Ridgeway Financial Banking Holdings S.A. (hereinafter “holding company”); Ridgeway Financial Banking Joint Ventures; Ridgeway Financial Banking; Ridgeway Financial Wealth Management; BlackPoint-GunDealing; Ridgeway Financial Banking Acquisition Group; Ridgeway Association of Securities Dealers Automated Quotations; and Bank of Ridgeway (hereinafter “subsidiary companies”) hereby file this action against Defendant, Swintastic_81 (hereinafter “Defendant” or “Mr. Swintastic”), a shareholder of the holding company for breach of fiduciary duty to maintain the interests, representation, and well-being of the company and its consumers thereof. Plaintiffs, for their complaint against Defendant, alleges as follows: INTRODUCTION 1. Plaintiffs are registered corporations in the State of Ridgeway, Ridgeway County. 2. Plaintiffs have hundreds of clients who consistently shop, purchase, browse, and require the many services that the subsidiary companies provide. Plaintiffs spend hundreds, if not thousands, of dollars year-round to maintain the businesses’ production, sales, marketing, and finance (“core business functions”). 3. Plaintiffs provide an expansive range of services ranging from, but not limited to, financial accounts, loans, wealth management, legal gun dealing, and joint-venture partnerships, but also is dependent on the responsibility of its key shareholders who are tasked with a variety of obligations set out in Plaintiffs’ consolidated by-laws for the holding company and its subsidiaries thereof. 4. The shareholders of the holding company are the sole decision makers and, by law, majority holders of the corporation. As such, the wellbeing of the holding company and the subsidiary companies are reliant on the shareholders to maintain all aspects of the businesses’ consumers, employees, and all core business functions. If a shareholder has failed to uphold this responsibility, they have breached their fiduciary duty. Example of Ownership Structure:1 1 Company Ownership Structure with Financial Investors Available at: https://www.slideteam.net/company-ownership-structure-with-financial-investors.html (Accessed Febuary 21, 2023). 5. Shareholders who, compared to other shareholders, withhold a higher amount of shares, are vested with the decision-making ability of the company in which they own the shares. Defendant, a shareholder of 11/100, one of the second highest shares in the company, is tasked with a plethora of abilities pursuant to the businesses’ by-laws. Controlling shareholders of the holding corporation, such as Defendant, owe the other shareholders and the company a fiduciary duty. That duty has been breached. 6. As a direct, foreseeable, and expected consequence of Defendant’s conduct, the Plaintiffs have suffered detrimental loss of business, revenue, consumers, and a plethora of other vital needs to survive in a climate where business does not thrive. Plaintiff has had to stall business for months on end and has, due to Defendant’s failure to uphold the interests of the shareholders and companies, been able to support the core business functions for the business to survive. 7. Plaintiffs directly and foreseeably sustained all economic damages alleged herein. Defendants’ conduct has exacted a financial burden for which the Plaintiff seeks relief. Categories of past and continuing sustained damages include, inter alia,: (1) costs for core business functions; (2) costs for maintaining property to conduct official business; (3) costs associated with business partnerships, joint ventures, and other necessary accounts to effectuate the money-making system for the businesses; and (3) costs associated with providing benefits to the businesses’ employees, consumers, and directors. These damages have been, in a continuous form, consistent for months since Defendant’s failure to uphold his responsibilities. Plaintiffs seek to retrieve the costs it needed to, for the preceding months in which Defendant has failed to assume his obligations, maintain the aforementioned costs’ and business functions. 8. Plaintiffs seek punitive damages to abate Defendant for his wrongful and unlawful conduct creating a calamitous decline in the businesses’ financial stability. PARTIES 9. Ridgeway Financial Banking Holding S.A. (“RFBASA”) is a licensed corporation in the State of Ridgeway organized under the laws of the State of Ridgeway with its chief location of business in Ridgeway County. 10. Ridgeway Financial Banking Joint Ventures (“RFBJV”) is a licensed corporation in the State of Ridgeway organized under the laws of the State of Ridgeway with its chief location of business in Ridgeway County. 11. Ridgeway Financial Banking (“RFB”) is a licensed corporation in the State of Ridgeway organized under the laws of the State of Ridgeway with its chief location of business in Ridgeway County. 12. Ridgeway Financial Wealth Managment (“RFWM”) is a licensed corporation in the State of Ridgeway organized under the laws of the State of Ridgeway with its chief location of business in Ridgeway County. 13. BlackPoint-GunDealing (“BP-GD”) is a licensed corporation in the State of Ridgeway organized under the laws of the State of Ridgeway with its chief location of business in Ridgeway County. 14. Ridgeway Financial Banking Acquisition Group (“RFBA”) is a licensed corporation in the State of Ridgeway organized under the laws of the State of Ridgeway with its chief location of business in Ridgeway County. 15. Ridgeway Ridgeway Association of Securities Dealers Automated Quotations (“RASDAQ”) is a licensed corporation in the State of Ridgeway organized under the laws of the State of Ridgeway with its chief location of business in Ridgeway County. 16. Bank of Ridgeway (“BoR”) is a licensed corporation in the State of Ridgeway organized under the laws of the State of Ridgeway with its chief location of business in Ridgeway County. 17. RFBJV, RFB, RFWM, BP-GD, RFBA, RASDAQ, and BoR (collectively “Ridgeway Financial Banking”) are the subsidiary companies of Ridgeway Financial Banking Holding S.A., the holding corporation of these companies. 18. Defendant Swintastic_81 is, by law, a shareholder of the businesses’ which holds close to a majority of the shares of the holding company. Defendant Swintastic_81 has failed to uphold his obligation to maintain the interests of the business, the shareholders, and the consumers. As a direct and proximate result, the business has suffered pernicious repercussions. JURISDICTION AND VENUE 19. This Court has jurisdiction pursuant to Article V, Section IV of the Constitution of the State of Ridgeway. 20. Venue is proper in this Court because the incident took place within Ridgeway County. FACTUAL ALLEGATIONS I. The Holding and Subsidiary Companies 21. Ridgeway Financial Banking Holding S.A. is a licensed corporation that, among several subsidiaries, has been registered since January 1, 2022, amassing approximately $135,650.00 in pure profit since its inception to the State of Ridgeway. 22. The holding company has employed, including sub-contractors, approximately ten to thirteen individuals with salaries, intermittent and perpetually paid, of at least $4,000.00 per-commission for their services and labor. Most of, if not all commissions, derive from the services that BlackPoint-GunDealing, a subsidiary company of the holding corporation, provide to the general public and other third-party entities. 23. A handful of the businesses’ engage in the consultation for financial relief, assistance, and contribution (i.e., investing). The businesses, while primarily focusing on financial packages, have expanded their interests to various markets excluding financial relief such as: (1) firearm dealing or sales; (2) joint-venture partnerships; (3) loans; and (4) wealth management. The businesses’ consumer outreach extends primarily, and is reliant on, the geographic body of the State of Ridgeway for means of sales and profit. 24. To afford the costs of the businesses’ expansive services, the holding company yielded the opportunity for investment into the businesses, and as such, obtained approximately six investors, ranging from minority holdings of 1/100 to 13/100. The shareholders, upon investing into the holding company, were binded to the Bylaws of Ridgeway Financial Banking Holding S.A. which, in short, govern the actions of the shareholders, or otherwise known as “the Board.” 25. The shareholders are binded to the bylaws which confer, upon a violation of the terms within, repercussions that can range from termination of shareholder’s agreement, civil action for breach of contract, sanctions or fines, or removal from a position (i.e., Director or any other applicable positions). The holding company’s bylaws extend to all of its subsidiary corporations, divisions, and branches, as well as any shareholders within any subordinate entities of the holding company. II. Shareholder Inactivity and Negligence 26. In spite of the businesses’ growing success, recognition, and sales, through systematic and routine disregard of the shareholders, the business, and the consumer, Defendant has singlehandedly and, deleteriously, impelled the businesses’ performance, sales, and reputability into the ground. Among other circumstances, the businesses’ have lost a lump sum of money as a result of Defendant’s negligence to represent the best interest of the shareholders, the companies, and the consumers. 27. As depicted in a private conversation between Samianz12 (App. A), the President of the holding company and its subsidiaries, it is clear-cut that Defendant had departed any interest from the State of Ridgeway, and as such, was not tending to his obligations pursuant to the bylaws of the corporation. For 251 days – the equivalent to eight months – Defendant never once fulfilled any of his obligations required by the bylaws and, in that timeframe, certainly did not represent the interests of the corporation, the consumers, or the shareholders. 28. In addition to Defendant’s negligence to adhere to his obligations, the businesses’ suffered a direct impact. According to an earnings report compiled the financial officers of the businesses, during the March-April 2022 Fiscal Month, that the businesses’ swept in a profit exceeding $135,000.00 dollars. This pure profit, although sporadically gained, exceeded the present-expectations of the businesses with aid from the shareholders, the directors, and all other staff that made, without question, a successful accounting period. 29. Notwithstanding the promising numbers which the businesses’ brought in, this lump sum of cash would fall to almost only $100,000.00 due to Defendant’s negligence and failure to uphold his fiduciary duty to the corporation, its shareholders, and the consumers. III. Substantial Loss of Funds 30. The calculations of a total loss of funds from a 8-month increment of 6/14/2022 to 2/20/2023 derives from the application of a straight-line depreciation formula. To calculate the monthy losses, the following must be accounted: a. Monthly loss = (Pure profit a/k/a Starting amount - Ending amount) / Number of months; b. Monthly loss = ($135,000 - $30,000) / 8 months; c. Monthly loss = $105,000 / 8 months; d. Monthly loss = $13,125. Example of straight-line depreciation:2 31. The businesses, jointly, were pouring out over $13,000.00 dollars a month since Defendant’s vanishing from his ownership in the holding company. 32. This businesses’ substantial loss of funds resulted in digression from the core business functions in an attempt to account for Defendant’s negligence to uphold his obligations to the businesses, and as a proximate result, emanated a considerable loss of funds from the 2 Russo, Kristina, What Is Straight-Line Depreciation? Guide & Formula. Available at: https://www.netsuite.com/portal/resource/articles/accounting/straight-line-depreciation.shtml (Accessed Febuary 21, 2023). businesses. Plaintiffs, in total, lost nearly half of their pure profits from the aforementioned March-April 2022 Fiscal Month due to Defendant’s negligent conduct. 33. Plaintiffs allege, on information and belief, that this precipitous decline of funds is due to the inactivity, negligence, and inattention by Defendant, and their clear discourse resulting in the detrimental loss of funds. IV. The Result of Defendant’s Negligence 34. To date, the businesses have made exigent efforts to stabalize from the harm done by Defendant’s conduct, trying to shovel themselves out of more than a $30,000.00 debt. 35. The businesses have lost a considerable amount of consumer outreach, sales, and reputability; repercussions of Defendant’s conduct that the businesses will likely never surmount or recover from. 36. Many times, through the course of Defendant’s inactivity, the President of the Corporation made several efforts to buyout Defendant’s shares, offering a severance pay for more than 3 months. Defendant consistently denied these requests despite his clear unavailability and lack of care to his ownership of the holding company. 37. Plaintiffs seek to remedy the significant damage done to once reputable businesses, corporations that have suffered an immense decline in key factors to keeping the market, the business, the employees, and the money, afloat. CLAIMS FOR RELIEF FIRST CAUSE OF ACTION (Breach of Fiduciary Duty) 1 R. Stat. § 3105 38. Plaintiffs' reallege and incorporate by reference all of the allegations contained in all of the preceding paragraphs. 39. As shareholders of the holding company, Ridgeway Financial Holdings S.A., Defendant owes fiduciary duties of care, representation, loyalty, and good-faith to the businesses’ consumers, employees, and fellow shareholders. Defendant’s fiduciary duties to the business include, as well, obligations to act prudently in the operation of the businesses, to show good-faith representation of the businesses, and to act in the best interests of the businesses, its shareholders, and to put the interests of the businesses first. 40. Defendant breached their fiduciary duty of care, representation, loyalty, and good-faith by, and not limited to, disassociating with his ownership of the businesses, failing to act in any way, shape, or form, for over 250 days despite his ownership remaining active, causing the loss, by his dissociation with the businesses, of over $33,000.00 in the span of eight months; the tenure of his absence. 41. Plaintiffs and the other stockholders of the businesses have been financially damaged by Defendant’s breach of his fiduciary duties to the businesses. PRAYER FOR RELIEF 42. WHEREFORE, Plaintiff requests that the court grant relief as follows: A. Compensatory damages in the amount of $33,000.00; B. Punitive damages in the amount of $5,000.00; C. Injunctive relief to dissolve shares in the amount of 11/100 from Defendant’s portfolio in relation to the holding company; D. Award the Plaintiff’s attorneys’ fees and costs; and E. Any other and further legal and equitable relief against Defendants as necessary to effectuate the Court’s judgment, or as the Court otherwise deems just and proper. Respectfully Submitted. /s/ S. Stickza Stickza (RW Bar No. 17120) Tacuss (RW Bar No. 17121) Cohn, Cicero, & Goodrich LLC Suite 1A, Palmer Apartments Palmer, RW 33328 (111) 222-3333 [email protected] [email protected] [email protected] Attorneys for Plaintiffs Dated: February 21, 2023

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