DESOUZA LAW, P.A. 

3111 N. UNIVERSITY DRIVE, SUITE 301 • CORAL SPRINGS, FL 33065 

TELEPHONE (954) 603-1340

IN THE UNITED STATES DISTRICT COURT 

FOR THE SOUTHERN DISTRICT OF FLORIDA 

Case No. __________________ 

PREFERRED BANK, a California Banking 

Corporation., 

Plaintiff, 

v. 

ODYSSEY LEASING, LLC, a Delaware 

limited liability company, ODYSSEY 

ENGINES, LLC, a Florida limited liability 

company, DAVID ALAN BOYER, an 

individual, and JOEL PLASCO, an individual, 

Defendants. 

VERIFIED COMPLAINT 

Plaintiff Preferred Bank (“Plaintiff”) sues defendants Odyssey Leasing (“Odyssey 

Leasing”), Odyssey Engines, LLC (“Odyssey Engines”), David Alan Boyer (“Boyer”), and Joel 

Plasco (“Plasco”) (collectively, the “Defendants”), and alleges as follows: 

NATURE OF THE ACTION 

1. This is an action to obtain judgment and collect on amounts owed under a loan

evidenced by matured promissory notes. Plaintiff is the lender and Defendants are the borrower 

(Odyssey Leasing) and guarantors (Odyssey Engines, Boyer and Plasco), under a credit agreement 

and related loan documents pursuant to which Defendants agreed to repay loans and pay certain 

expenses. The borrower, Odyssey Leasing, is engaged in the business of owning and leasing 

aircraft engines.  On September 14, 2018, Odyssey Leasing entered into a credit agreement (such 

agreement, as amended, the “Credit Agreement”) with Plaintiff. 

2. Pursuant to the Credit Agreement, Plaintiff has made a loan (the “Loan”) to

1:20-CV-22462

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DESOUZA LAW, P.A. 

3111 N. UNIVERSITY DRIVE, SUITE 301 • CORAL SPRINGS, FL 33065 

TELEPHONE (954) 603-1340

Odyssey Leasing consisting of twelve advances with a total principal balance of $16,000,000. In 

connection with each of the advances, Odyssey Leasing has executed and delivered to Plaintiff 

certain promissory notes (the “Promissory Notes”). Each of these loan advances was made in 

connection with Odyssey Leasing’s purchase of certain aircraft engines as described herein. 

3. Odyssey Leasing’s obligations under the Loan are currently fully due and payable 

and Odyssey Leasing has failed to pay all amounts due under the Loan. 

4. Odyssey Engines, Boyer and Plasco each executed guarantees (the “Guarantees”) 

in favor of Plaintiff in which they each individually guaranteed certain obligations of Odyssey 

Leasing under the Credit Agreement and Promissory Notes. 

5. This lawsuit seeks judgment for certain amounts associated with the obligations 

and other charges owed under the Credit Agreement, Promissory Notes and Guarantees, and 

likewise seeks replevin of Plaintiff’s property currently in Defendants’ possession. 

THE PARTIES 

6. Plaintiff is a California banking corporation with its principal place of business in 

Los Angeles, California. 

7. Odyssey Leasing is a limited liability company organized and existing under the 

laws of the State of Delaware with its principal place of business located in Miami-Dade County, 

Florida. Its members are Boyer, a Florida citizen and resident, and Plasco, a New York citizen 

and resident. 

8. Odyssey Engines is a limited liability company organized and existing under the 

laws of the State of Florida with its principal place of business located in Miami-Dade County, 

Florida. Its sole member is PCB Aviation Holdings LLC, a Delaware limited liability company 

with its principal place of business in Florida whose members are Boyer, a Florida citizen and 

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DESOUZA LAW, P.A. 

3111 N. UNIVERSITY DRIVE, SUITE 301 • CORAL SPRINGS, FL 33065 

TELEPHONE (954) 603-1340

resident, Plasco, a New York citizen and resident, Carlos Conde, a Florida citizen and resident, 

and JGB Claggain Bay, Inc., a Delaware corporation with its principal place of business in 

Delaware. 

9. Boyer is an individual who resides in Miami-Dade County, Florida and is a 

principal, member and officer of both Odyssey entities. 

10. Plasco is an individual who resides in New York, New York and is a principal, 

member and officer of both Odyssey entities. 

JURISDICTION AND VENUE 

11. This Court has subject-matter jurisdiction under 28 U.S.C.§1332(a) because 

Plaintiff and the Defendants, including the members of the Defendant limited liability companies, 

are citizens of different states (California on the one hand, Delaware, New York, and Florida on 

the other hand respectively) and the matter in controversy exceeds the sum or value of $75,000, 

exclusive of interest and costs. 

12. This Court has jurisdiction over Defendants because they have maintained 

sufficient minimum contacts with Florida such that the exercise of personal jurisdiction over them 

would not offend traditional notions of fair play and substantial justice. 

13. Venue properly lies in this district because at least one of the Defendants is a 

resident of the State of Florida residing in this district and because a substantial part of the events 

giving rise to the claims asserted in this action occurred in this district. 

FACTS 

14. Plaintiff and Odyssey Leasing are parties to a Credit Agreement dated September 

14, 2018 (the “Original Credit Agreement”) as amended by Amendment No. 1 to Credit 

Agreement dated as of January 9, 2019 (the “Amendment No. 1”) and as further amended by the 

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DESOUZA LAW, P.A. 

3111 N. UNIVERSITY DRIVE, SUITE 301 • CORAL SPRINGS, FL 33065 

TELEPHONE (954) 603-1340

Omnibus Amendment No. 1 to Promissory Notes and Amendment No. 2 to the Credit Agreement 

also dated as of January 9, 2019 (the “Omnibus Amendment”, together with the Original Credit 

Agreement and Amendment No. 1 constitute the Credit Agreement). 

15. The Original Credit Agreement provides for the Loan with multiple advances to be 

made to Odyssey Leasing. These advances are sometimes referred to as “sub-loans” and are each 

evidenced by a separate note made payable to Plaintiff by Odyssey Leasing. The Loan was initially 

evidenced by the eight promissory notes executed by Odyssey Leasing on September 14, 2018 (the 

“2018 Notes”) and was for an aggregate amount not to exceed $8,000,000. 

16. Amendment No. 1 increased the amount of the available Loan to $16,000,000 and 

at that time, Odyssey Engines was added as an additional guarantor of all indebtedness arising 

under Promissory Note 301778-1 which was in the principal amount of $1,600,000. Four 

additional Promissory Notes were also executed on January 9, 2019 (the “2019 Promissory Notes” 

and with the 2018 Promissory Notes, constitute the “Promissory Notes”). All amounts due and 

owing by Odyssey Leasing under the Credit Agreement and Promissory Notes are referred to as 

the “Obligations” as further defined in the Credit Agreement. 

17. Odyssey Leasing a failed to pay the amounts due Plaintiff on the maturity date of 

the various Promissory Notes. Odyssey Leasing also failed to pay the December 5, 2019 and 

January 5, 2020 regularly scheduled payments on the remaining Promissory Notes and Plaintiff 

exercised its right to accelerate the amounts due on those Promissory Notes on February 4, 2020. 

18. Odyssey Leasing utilized the aforementioned loan amounts to purchase ten (10) 

used CFM56-3c engines and two (2) General Electric CF6-80 engines (collectively, the “Engines”) 

pursuant to an Aircraft Engine Purchase Agreement entered into with JMD Aviation Holdings, 

LLC on September 14, 2018. The Engines are identified as follows: 

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DESOUZA LAW, P.A. 

3111 N. UNIVERSITY DRIVE, SUITE 301 • CORAL SPRINGS, FL 33065 

TELEPHONE (954) 603-1340

 

19. The Engines were purchased by Odyssey Leasing for an aggregate purchase price 

of $16,000,000.00, all of which came from the loan proceeds funded by Plaintiff. 

20. As a condition to Plaintiff’s loaning funds or providing other financial 

accommodations to Odyssey Leasing, Plaintiff required Odyssey Leasing to enter into a Security 

Agreement (the “Security Agreement”) on September 14, 2018 in order to secure the obligations 

and performance of Odyssey Leasing under the loan documents. 

21. Pursuant to the Security Agreement, Odyssey Leasing, for itself and on behalf of 

its affiliates (including Odyssey Engines) granted Plaintiff a first priority security interest in any 

and all property of Odyssey Leasing, including but not limited to: (a) the Engines; (b) any lease or 

sublease of the Engines; (c) any servicing agreement with respect to the Engines; (d) the 

aforementioned purchase agreement with respect to the Engines; (e) the maintenance agreement 

with respect to the Engines; (f) all records relating to the Engines; (g) and all of Odyssey Leasing’s 

books/records, inventory, equipment, software, securities, financial assets, etc. (as more fully 

defined in the Security Agreement, the “Collateral”). 

22. Plaintiff’s first priority security interest with respect to the Engines was duly 

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DESOUZA LAW, P.A. 

3111 N. UNIVERSITY DRIVE, SUITE 301 • CORAL SPRINGS, FL 33065 

TELEPHONE (954) 603-1340

recorded with the Federal Aviation Administration on or about September 14, 2018 pursuant to an 

Aircraft Security Agreement signed/sworn to by Plasco as manager, chairman, and president of 

Odyssey Leasing. 

23. In addition to the aforementioned security agreement, Plaintiff also required that 

each of Boyer and Plasco execute a Pledge Agreement on or about September 14, 2018 whereby 

each granted to Plaintiff a first priority security interest in their respective membership interests in 

Odyssey Leasing and its affiliates (including Odyssey Engines) and all rights, claims, or 

distributions relating thereto. 

24. Further, both such Pledge Agreements contain a “Waiver of Defenses” provision 

whereby each of Boyer and Plasco waived any present or future defense, cause of action, 

counterclaim, or setoff which either may have to any action by Plaintiff in enforcing the Pledge 

Agreements: 

25. Included in its Obligations Odyssey Leasing also agreed to pay a late charge of 5% 

on any payment not made within ten (10) days of the due date. Odyssey Leasing also agreed to 

pay any attorneys’ fees incurred by Plaintiff in enforcing its rights under the Credit Agreement, 

Promissory Notes and Guarantees. 

26. On or about December 17, 2019, as a result of Odyssey Leasing’s defaults under 

the Credit Agreement and other loan documents, Plaintiff sent written notices of default to each of 

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DESOUZA LAW, P.A. 

3111 N. UNIVERSITY DRIVE, SUITE 301 • CORAL SPRINGS, FL 33065 

TELEPHONE (954) 603-1340

the Defendants in which, among other things, Plaintiff accelerated all amounts due under the loan 

documents and the guarantees. Supplemental notices of default were sent by Plaintiff on January 

10, 2020. 

27. On or about February 28, 2020, Plaintiff, Odyssey Leasing, Odyssey Engines, 

Plasco, and Boyer entered into a Forbearance Agreement (the “Forbearance Agreement”) with 

respect to the various defaults under the loan agreements existing at the time. 

28. Pursuant to the Forbearance Agreement, Defendants each acknowledged and 

agreed that the defaults identified in the aforementioned December 17, 2019 default notices had 

occurred and were continuing. 

29. At the time the Forbearance Agreement was executed, Defendants had represented 

they were in talks to sell certain of the Engines and expected a deal to close shortly (which would 

have resulted in a significant repayment to Plaintiff of amounts due under the loan documents). 

30. Given Defendants’ representations, the Forbearance Agreement provides for a 

temporary forbearance until the latest of March 31, 2020 for Plaintiff to enforce its rights or 

remedies against Defendants under the loan documents. 

31. The Forbearance Agreement contains a number of financial and non-financial 

covenants in Section 5 thereof, including but not limited to obtaining certain consents, delivering 

to Plaintiff a plan to maintain and/or repair the remaining Engines (following the contemplated 

sale), providing a thirteen-week cash flow statement, etc. – all of which was to occur by March 13, 

2020. 

32. Defendants failed to perform under the Forbearance Agreement – the sale of the 

two Engines never occurred and Defendants failed to comply with the aforementioned nonfinancial covenants. As a result of this failure of performance, the Forbearance Agreement 

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DESOUZA LAW, P.A. 

3111 N. UNIVERSITY DRIVE, SUITE 301 • CORAL SPRINGS, FL 33065 

TELEPHONE (954) 603-1340

terminated and specifically provides that Plaintiff may exercise any and all rights and remedies 

available pursuant to the loan documents. 

33. As a condition of Plaintiff entering into the Forbearance Agreement, Plaintiff 

required each of the Defendants to execute a Confession of Judgment and Agreed Judgment Order, 

whereby each of the Defendants agreed to entry of judgment against him/it for the amounts 

specified in the Forbearance Agreement. 

34. All conditions precedent to this action have been performed or have been waived. 

COUNT ONE – BREACH OF CONTRACT 

(Odyssey Leasing) 

35. Plaintiff re-alleges and incorporates paragraphs 1 through 34 as set forth above. 

36. The Credit Agreement constitutes a valid contract between Plaintiff and Odyssey 

Leasing. 

37. Plaintiff has performed all of its obligations under the Credit Agreement. Odyssey 

Leasing has breached its obligations under the Credit Agreement and Promissory Notes. Although 

Odyssey Leasing agreed to repay on all principal and outstanding interest under the Credit 

Agreement and Promissory Notes when due, it failed to do so. 

38. Pursuant to the terms of the Credit Agreement and Promissory Notes, Odyssey 

Leasing is liable for all attorneys’ fees and expenses incurred by Plaintiff in enforcing the terms of 

the Credit Agreement and Promissory Notes. 

39. The total amount of principal due and owing as of the filing of this lawsuit totals 

$11,344,179.85 plus accrued interest, default interest, late charges, attorneys’ fees and any and all 

accrued and unpaid Obligations pursuant to the Credit Agreement and Promissory Notes. 

WHEREFORE, Plaintiff demands judgment against Odyssey Leasing for compensatory 

damages, consequential damages, specific performance, preliminary and permanent injunctive 

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DESOUZA LAW, P.A. 

3111 N. UNIVERSITY DRIVE, SUITE 301 • CORAL SPRINGS, FL 33065 

TELEPHONE (954) 603-1340

relief, prejudgment interest, post-judgment interest, costs, attorneys’ fees, and such other relief as 

the Court deems just and proper. 

COUNT TWO – BREACH OF GUARANTY 

(Odyssey Engines) 

40. Plaintiff re-alleges and incorporates paragraphs 1 through 39 as set forth above. 

41. Pursuant to a Guaranty Agreement entered into on January 9, 2019 between 

Odyssey Engines and Plaintiff (the “Corporate Guaranty”), Odyssey Engines guaranteed all of 

Odyssey Leasing’s obligations under the Promissory Note 301778-1. 

42. The Corporate Guaranty guarantees both Odyssey Leasing’s payment and 

performance obligations and provides that Odyssey Engines has primary liability for the payment 

and performance obligations of the Borrower under the Promissory Note 301778-1. 

43. The total amount of principal due and owing as of the filing of this lawsuit totals 

$11,344,179.85 plus accrued interest, default interest, late charges, attorneys’ fees and any and all 

accrued and unpaid Obligations pursuant to the Credit Agreement relating to Promissory Note 

301778-1. 

WHEREFORE, Plaintiff demands judgment against Odyssey Leasing for compensatory 

damages, consequential damages, preliminary and permanent injunctive relief, prejudgment 

interest, post-judgment interest, costs, attorneys’ fees, and such other relief as the Court deems just 

and proper. 

COUNT THREE – BREACH OF GUARANTY 

(Boyer) 

44. Plaintiff re-alleges and incorporates paragraphs 1 through 39 as set forth above. 

45. Pursuant to a Guaranty Agreement entered into on September 14, 2018 and a 

subsequent Guaranty Supplement entered into on January 9, 2019 between Boyer and Plaintiff (the 

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DESOUZA LAW, P.A. 

3111 N. UNIVERSITY DRIVE, SUITE 301 • CORAL SPRINGS, FL 33065 

TELEPHONE (954) 603-1340

“Boyer Guaranty”), Boyer guaranteed all of Odyssey Leasing’s Obligations under the Credit 

Agreement and Promissory Notes. 

46. The Boyer Guaranty guarantees both Odyssey Leasing’s payment and performance 

obligations and provides that Boyer has primary liability for the payment and performance 

Obligations of the Borrower. 

47. The total amount of principal due and owing under the Credit Agreement and 

Promissory Notes as of the filing of this lawsuit totals $11,344,179.85, plus accrued interest, 

default interest, late charges, attorneys’ fees and any and all accrued and unpaid Obligations 

pursuant to the Credit Agreement and Promissory Notes. 

WHEREFORE, Plaintiff demands judgment against Boyer for compensatory damages, 

consequential damages, preliminary and permanent injunctive relief, prejudgment interest, postjudgment interest, costs, attorneys’ fees, and such other relief as the Court deems just and proper. 

COUNT FOUR – BREACH OF GUARANTY 

(Plasco) 

48. Plaintiff re-alleges and incorporates paragraphs 1 through 39 as set forth above. 

49. Pursuant to a Guaranty Agreement entered into on September 14, 2018 and a 

subsequent Guaranty Supplement entered into on January 9, 2019 between Plasco and Plaintiff 

(the “Plasco Guaranty”), Plasco guaranteed all of Odyssey Leasing’s Obligations under the Credit 

Agreement and Promissory Notes. 

50. The Plasco Guaranty guarantees both Odyssey Leasing’s payment and performance 

obligations and provides that Plasco has primary liability for the payment and performance 

Obligations of Odyssey Leasing. 

51. The total amount of principal due and owing under the Credit Agreement and 

Promissory Notes as of the filing of this lawsuit totals $11,344,179.85, plus accrued interest, 

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DESOUZA LAW, P.A. 

3111 N. UNIVERSITY DRIVE, SUITE 301 • CORAL SPRINGS, FL 33065 

TELEPHONE (954) 603-1340

default interest, late charges, attorneys’ fees and any and all accrued and unpaid Obligations 

pursuant to the Credit Agreement and Promissory Notes. 

WHEREFORE, Plaintiff demands judgment against Plasco for compensatory damages, 

consequential damages, preliminary and permanent injunctive relief, prejudgment interest, postjudgment interest, costs, attorneys’ fees, and such other relief as the Court deems just and proper. 

COUNT 

COUNT FIVE – REPLEVIN 

(Odyssey Leasing and Odyssey Engines) 

52. Plaintiff re-alleges and incorporates paragraphs 1 through 39 as set forth above. 

53. Plaintiff has a first priority security interest in the Collateral. 

54. The Collateral is wrongfully detailed by Odyssey Leasing and Odyssey Engines. 

55. Odyssey Leasing and Odyssey Engines were able to obtain and maintain possession 

of the Collateral by virtue of the loan proceeds advanced by Plaintiff. 

56. To Plaintiff’s best knowledge, Odyssey Leasing and Odyssey Engines detain the 

Collateral because they seek to dispose of the Collateral in such manner so as to avoid turning 

over the proceeds to Plaintiff, in violation of the loan agreements described herein. Plaintiff 

believes that Odyssey Leasing and Odyssey Engines are engaging in, or are about to engage in, 

conduct that may place the Collateral, or its proceeds, in danger of destruction, concealment, 

waste, removal from the state, removal from the jurisdiction of the court, or transfer to an innocent 

purchaser during the pendency of this action. 

57. The Collateral has not been taken for any tax, assessment, or fine pursuant to law. 

58. The Collateral has not been taken under an execution or attachment against 

Plaintiff’s property. 

 WHEREFORE, Plaintiff demands judgment for possession of the Collateral, for costs, 

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DESOUZA LAW, P.A. 

3111 N. UNIVERSITY DRIVE, SUITE 301 • CORAL SPRINGS, FL 33065 

TELEPHONE (954) 603-1340

and for such other relief as the Court deems just and proper. 

Dated: June 15, 2020. DESOUZA LAW, P.A. 

3111 N. University Drive 

Suite 301 

Coral Springs, FL 33065 

Telephone: (954) 603-1340 

DDesouza@desouzalaw.com

By: /s/ Daniel DeSouza, Esq.______ 

Daniel DeSouza, Esq. 

Florida Bar No.: 19291 

4841-1795-7485, v. 1

 

Case 1:20-cv-22462-CMA Document 1 Entered on FLSD Docket 06/15/2020 Page 12 of 13
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The foregoing instrument was acknowledged before me, under oath, this 

day of — -J (AA- byJol] cT1ffrnUiV ,who is personally known to me or has produced

-_______________________ as identification.

NOTARY PU8CIC-CALIFORNIA 

L NOTARY P

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DESOUZA LAW, P.A.

31 I I N. UNIVERSITY DRIVE, SUITE 301 CORAL SPRINGS, FL 33065

TELEPHONE (954) 603-1340