UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF FLORIDA 

Case No. 20-22800-CIV-SCOLA/TORRES 

DIEGO AGNELLI, 

Plaintiff/Counter-Defendant, 

v. 

LENNOX MIAMI CORP., 

Defendant/Counter-Plaintiff. 

_______________________________/ 

LENNOX’S ANSWER, AFFIRMATIVE DEFENSES AND COUNTERCLAIM 

Defendant/Counter-Plaintiff, LENNOX MIAMI CORP., a Florida corporation 

(“Defendant” or “Lennox”), files its Answer, Affirmative Defenses and Counterclaim 

against Plaintiff/Counter-Defendant, DIEGO AGNELLI (“Plaintiff” or “Agnelli”), and 

states as follows: 

INTRODUCTION 

Lennox is a Florida corporation that owns the Lennox Hotel on Miami Beach at 

Collins Avenue and 19th Street (the “Hotel”). Plaintiff is a former director, officer and 

employee of Lennox who misappropriated more than $2 million from Lennox, 

mismanaged the operations of Lennox and withheld information and documents from 

shareholders and its only other director to conceal his wrongdoings, and engaged in 

other brazenly wrongful activities solely for personal self-gain, all contrary to his duties, 

obligations and responsibilities. After he was caught, Lennox terminated Plaintiff for 

cause. 

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But even after his termination, Plaintiff continued his audacious ways. After he 

was terminated and contrary to Lennox’s express written instructions, Plaintiff returned 

to the Hotel, broke into the management office under false pretenses, and stole 

documents and other personal property belonging to Lennox. In connection with these 

actions, Plaintiff surreptitiously accessed (or caused others to access) the Hotel’s 

security video footage software and changed the password to such software in an 

attempt to conceal his unlawful activities. Since then, Lennox has been unable to 

access such security video footage or provide it to the Miami Beach police. 

Despite having been terminated and having acknowledged his termination by 

bringing this suit to recover $6 Million as liquidated damages for his termination, Plaintiff 

continued to act as though he remained employed by Lennox even after his termination. 

For weeks after his termination, he continued to instruct, direct and interact with the 

Hotel’s employees, third-party management company, and other service providers as if 

nothing had changed. The Hotel’s management company complained that Plaintiff’s 

interference obstructed its ability to operate the Hotel properly. As of this date, Plaintiff 

still refuses to give Lennox access to its own bank account or the books, records, and 

other Lennox property that he converted after he was terminated. Having been 

terminated for cause, Plaintiff is no longer an employee, officer or director of Lennox, 

and his interference with Lennox’s operations must stop. 

Plaintiff’s lone claim to recover $6 Million for being terminated from employment 

is based upon terms set forth in a purported employment agreement that he attached to 

his Complaint. That agreement is void and unenforceable. Acting on behalf of both 

Lennox (employer) and himself (employee), Plaintiff drafted that agreement without any 

consultation, negotiation or input from anyone else at Lennox, and then fraudulently 

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induced Lennox’s vice-president (the “Appointing Officer”) to sign it. Even if the 

purported employment agreement itself were valid (it is not), Plaintiff is not entitled to 

any recovery because he was duly terminated for cause (for the reasons set forth in 

detail below) and such agreement does not entitle Plaintiff to any recovery if he is 

terminated for cause. Further, even if the agreement were valid (it is not) and Plaintiff 

had been terminated without cause (he was not), the $6 Million liquidated damages 

provision would be unenforceable. It is an unenforceable penalty under Florida law. 

Plaintiff’s fraudulent attempt to create his own one-sided employment agreement 

was just one component of his nearly decade-long scheme to improperly exert unilateral 

control over and fleece Lennox. But, this action should serve to be the end of it. By this 

action, Lennox seeks to hold Plaintiff accountable for his reign of illegal self-dealing and 

the resulting damages. 

ANSWER 

Lennox hereby answers the allegations in the Complaint as follows: 

1. Lennox admits that this purports to be an action for damages in excess of 

$75,000, but denies that Plaintiff is entitled to any relief whatsoever. 

2. Lennox admits that Plaintiff is an individual who is sui juris. Lennox is 

without sufficient information or knowledge to admit or deny the remaining allegations in 

paragraph 2 of the Complaint and, therefore, denies same. 

3. Lennox admits the allegations in paragraph 3 of the Complaint. 

4. The statements in paragraph 4 of the Complaint are legal conclusions, 

and, therefore, do not require a response. To the extent a substantive response is 

deemed necessary, Lennox states that it is without sufficient information or knowledge 

either to admit or deny these allegations, and, therefore, denies same. 

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5. The statements in paragraph 5 of the Complaint are legal conclusions, 

and, therefore, do not require a response. To the extent a substantive response is 

deemed necessary, Lennox admits that venue is proper in this Court but denies that it 

breached any contract or engaged in any other wrongful activity. 

6. Lennox admits the allegations in paragraph 6 of the Complaint. 

7. Lennox admits that Agnelli served as president of Lennox from November 

2010, but denies that he served through July 2020. Plaintiff’s employment was 

terminated for cause on June 22, 2020. 

8. Lennox admits that Plaintiff and Lennox’s vice-president (under false 

pretenses) signed a document titled “Employment Agreement” (the “Employment 

Agreement”), but is without knowledge as to whether the document attached to the 

Complaint is a true and correct copy, and, therefore, denies same. Lennox denies the 

validity or enforceability of same or the provisions sought by Plaintiff to be enforced. 

9. Lennox admits that Juan Castellanos Bonillo’s (“Castellanos”) signature is 

on the Employment Agreement and that he provided investment capital for Lennox, but 

further states that Castellanos was fraudulently induced into signing that document and 

it is, therefore, void. Lennox further admits that Castellanos is Agnelli’s father-in-law. 

Lennox denies that Plaintiff put in sweat equity for Lennox. Lennox denies all other 

allegations set forth in paragraph 9 of the Complaint. 

10. Lennox denies that the Employment Agreement is a valid, binding 

enforceable agreement, and, therefore, denies the allegations in paragraph 10 of the 

Complaint. 

11. Lennox denies the allegations set forth in paragraph 11 of the Complaint. 

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12. Lennox admits that the Hotel is a modern reinterpretation of an iconic 

1930’s Art Deco building, but denies all other allegations in paragraph 12 of the 

Complaint. 

13. Lennox denies the allegations set forth in paragraph 13 of the Complaint. 

14. Lennox denies the allegations set forth in paragraph 14 of the Complaint. 

15. Lennox denies the allegations set forth in paragraph 15 of the Complaint. 

16. Lennox denies the allegations set forth in paragraph 16 of the Complaint. 

17. Lennox denies the allegations set forth in paragraph 17 of the Complaint. 

18. Lennox denies that the Employment Agreement is a valid, binding 

enforceable agreement, and, therefore, denies the allegations in paragraph 18 of the 

Complaint. Lennox further states that the document speaks for itself. 

19. Lennox admits that there is a family law proceeding styled as set forth in 

paragraph 19 of the Complaint, but is without sufficient information or knowledge either 

to admit or deny the remaining allegations set forth in paragraph 19 of the Complaint, 

and, therefore, denies same. 

20. Lennox admits that Plaintiff has a 12.5% ownership stake in Lennox, that 

Analia Castellanos has a 12.5% ownership stake in Lennox, and that Invernorth Limited 

has a 75% ownership stake in Lennox, and is owned by a Wyoming trust. Lennox is 

without sufficient information or knowledge either to admit or deny Plaintiff’s 

whereabouts on June 22, 2020, and, therefore, denies these allegations. Lennox 

denies the remaining allegations set forth in paragraph 20 of the Complaint. 

21. Lennox denies the allegations set forth in paragraph 21 of the Complaint. 

22. Lennox denies the allegations set forth in paragraph 22 of the Complaint. 

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23. Lennox denies the allegations set forth in paragraph 23 of the Complaint. 

First, the Employment Agreement is void, and as a result, Plaintiff is not entitled to 

recover any sums thereunder. Second, even if the Employment Agreement were valid, 

the conditions for Plaintiff’s recovery of liquidated damages thereunder have not been 

met. Plaintiff was terminated for cause, and the liquidated damages provision only 

applies, if at all, if Plaintiff were terminated without cause. Third, the liquidated 

damages clause is invalid and unenforceable. Fourth, before he was terminated for 

cause, Plaintiff first failed to fulfill his duties, obligations and responsibilities owed to 

Lennox under the Employment Agreement or otherwise, and, therefore, he is not 

entitled to any recovery. 

24. Lennox admits that Plaintiff has retained counsel, but is without sufficient 

information or knowledge to be able either to admit or deny the other allegations in 

paragraph 24 of the Complaint, and, therefore, denies same. 

COUNT I – BREACH OF CONTRACT 

25. Lennox re-alleges and incorporates herein its answers to the allegations 1 

through 24 above. 

26. Lennox denies the allegations set forth in paragraph 26 of the Complaint. 

27. Lennox denies the allegations set forth in paragraph 27 of the Complaint. 

28. Lennox denies the allegations set forth in paragraph 28 of the Complaint, 

and denies the “Wherefore” paragraph immediately following paragraph 28 of the 

Complaint. 

29. Any allegations not specifically admitted herein are denied, and strict proof 

thereof is demanded. 

30. Lennox denies that Plaintiff is entitled to trial by jury. 

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AFFIRMATIVE DEFENSES 

First Defense – Unenforceability of Liquidated Damages Clause

Plaintiff’s claim to recover for liquidated damages under the purported 

Employment Agreement is barred because the liquidated damages clause in the 

purported Employment Agreement is invalid and unenforceable. Among other things, 

the liquidated damages provision bears no reasonable relationship to any actual 

damages and constitutes an illegal penalty. It would award Plaintiff the full amount of 

his entire compensation due under the Employment Agreement had it been valid, and 

dutifully and fully performed by Plaintiff. More specifically, the amount is equal to the 

term of employment (5 years) multiplied by his annual compensation ($1.2 Million). Yet, 

2.5 years of the purported term has already passed. An award of $6 Million would be 

penal and, therefore, unenforceable. 

Second Defense – Breach Of Fiduciary, Statutory And 

Other Applicable Duties, Responsibilities And Obligations 

Plaintiff is precluded from any recovery because he breached his fiduciary and 

other duties, obligations and responsibilities owed to Lennox, acted in bad faith and 

committed acts of self-dealing. It was for these reasons, among others, that Plaintiff 

was terminated for cause on June 22, 2020. Among other wrongful acts, Plaintiff 

converted or misappropriated substantial cash and other assets of Lennox for his 

personal use to the detriment of Lennox and its shareholders. Plaintiff’s breaches of 

fiduciary and other duties and wrongful acts of bad faith are more fully set forth in the 

Counterclaim below and incorporated herein by reference. These acts bar Plaintiff from 

any recovery, and require Plaintiff to compensate Lennox for its losses. 

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Third Defense – Unclean Hands

Plaintiff’s claim is barred under the doctrine of unclean hands; Plaintiff’s specific 

self-dealing, misdeeds and other wrongful acts are set forth in detail in Lennox’s 

Counterclaim below. It was for these reasons that Plaintiff was terminated for cause. 

Among other wrongful acts, Plaintiff misappropriated and/or converted substantial cash 

and other assets of Lennox for his personal use to the detriment of Lennox and its 

shareholders. Plaintiff’s breaches of fiduciary duty and wrongful acts of bad faith are 

more fully set forth in the Counterclaim below and incorporated herein by reference. 

These breaches and acts bar Plaintiff from any recovery, and require Plaintiff to 

compensate Lennox for its losses. 

Fourth Defense – Unconscionability 

Plaintiff is barred from any recovery, as the purported Employment Agreement is 

an unenforceable, void, or voidable instrument because it is unconscionable. More 

specifically, through deceit and fraud as pled specifically below in Lennox’s 

Counterclaim (which allegations are incorporated herein by reference), Lennox lacked a 

meaningful choice in signing the Employment Agreement, and the terms of the 

document unreasonably favor Plaintiff, including the penal liquidated damages clause, 

as well as the excessive salary that is utterly out of proportion with the services provided 

by Plaintiff. The one-sided unconscionable Employment Agreement was designed by 

Plaintiff to benefit solely himself to the detriment of Lennox with respect to the business 

affairs of Lennox. The terms of the Employment Agreement were unfair and 

unreasonable to Lennox, and Plaintiff had a conflict of interest in entering into such 

Employment Agreement, which was not authorized, approved or ratified by disinterested 

shareholders. 

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Fifth Defense – Plaintiff’s Termination was Justified and Proper 

Plaintiff’s alleged damages were caused by his own actions and conduct, 

including, but not limited to, his misappropriation of Lennox’s assets; failure to provide 

access to Lennox’s information, books, and records to Lennox’s shareholders, director, 

or officer as required by Florida law; and other breaches of fiduciary duty which resulted 

in his termination for cause on June 22, 2020. As a result of Plaintiff’s wrongful actions 

(more specifically described in Lennox’s Counterclaim below and incorporated herein by 

reference), Lennox was justified in terminating Plaintiff. Because Plaintiff’s wrongful 

conduct was the reason for his termination, it would be inequitable and improper for him 

to benefit from his wrongful conduct by recovering unreasonable, excessive liquidated 

damages for his termination. 

Sixth Defense – Failure to State a Claim 

The Complaint is subject to dismissal for failure to state a claim upon which relief 

can be granted. Among other things, it is based solely upon an alleged Employment 

Agreement attached to the Complaint which is invalid and unenforceable. 

Seventh Defense – Fraudulent Inducement 

As set forth with particularity in Lennox’s Counterclaim below (which allegations 

are incorporated herein by reference), Plaintiff fraudulently induced Lennox into signing 

the purported Employment Agreement. As such, the Employment Agreement is void 

and/or voidable and Plaintiff is barred from recovery thereunder. 

Eighth Defense – Conditions Precedent 

Plaintiff has failed to satisfy or fulfill all conditions precedent to bring its action. 

First, the Employment Agreement is void and/or voidable, and as a result, Plaintiff is not 

entitled to recover any sums thereunder. Second, even if the Employment Agreement 

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were valid, the conditions for Plaintiff’s recovery of liquidated damages thereunder have 

not been met. Plaintiff was terminated for cause, and the liquidated damages provision 

only applies, if at all, if Plaintiff were terminated without cause. Third, the liquidated 

damages clause is invalid and unenforceable because it is penal. Fourth, before he 

was terminated for cause, Plaintiff first failed to fulfill his duties, obligations and 

responsibilities owed to Lennox under the Employment Agreement, and, therefore, he is 

not entitled to any recovery.

Ninth Defense – Setoff 

Any alleged damages of Plaintiff must be eliminated or reduced by a setoff of any 

and all damages incurred by Lennox as more fully alleged in its Counterclaim (which 

allegations are incorporated herein by reference). 

Lennox is also entitled to a set-off for any employment compensation or other 

amounts Plaintiff received from a third party, receives or will receive from the date he 

was terminated through the end of the term of the purported Employment Agreement.

Tenth Defense – Duty to Mitigate 

Plaintiff is precluded from seeking the relief sought and/or Lennox is entitled to a 

set off because Plaintiff had a duty to mitigate his alleged damages and failed to 

properly do so. 

Eleventh Defense – No Meeting of the Minds 

Plaintiff is precluded from recovery because there was no meeting of the minds 

of the parties on the essential terms of the agreement alleged by Plaintiff, including 

without limitation, the liquidated damages provision solely upon which Plaintiff’s suit is 

based. 

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Twelfth Defense – Prior Breach 

Plaintiff is precluded from recovering any amounts allegedly due under the 

purported Employment Agreement, because he first breached the purported 

Employment Agreement by, among other things, failing to dutifully fulfill his 

responsibilities thereunder, acting in self-dealing, acting in bad faith, breaching his 

fiduciary duties, and violating the law. 

Thirteenth Defense – Termination for Cause 

Plaintiff is not entitled to recover any sums due under the Employment 

Agreement, because he was lawfully and properly terminated for cause. Pursuant to 

the terms of the purported Employment Agreement, the amount sought by Plaintiff is 

only due, if at all, in the event Plaintiff were terminated without cause and he otherwise 

fulfilled his obligations under the Employment Agreement. Here, Plaintiff failed to fulfill 

his obligations under the Employment Agreement and was terminated for cause. As a 

result, Plaintiff is not entitled to any recovery.

Fourteenth Defense – Unjust Enrichment 

Plaintiff is not entitled to any recovery because, based upon his wrongful conduct 

as set forth in this pleading (which allegations are incorporated herein), he would be 

unjustly enriched if permitted to any further recovery. Even absent any of his wrongful 

actions, the amount sought by Plaintiff is extraordinarily high and would be inequitable 

and would unjustly enrich Plaintiff. 

Fifteenth Defense – Conflict of Interest 

Plaintiff is not entitled to any recovery because the Employment Agreement is 

void and/or voidable as it constitutes an impermissible director’s and officer’s conflict of 

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interest transaction as it is between Lennox and Plaintiff (an officer and director of 

Lennox at the time it was purportedly signed). 

Lennox reserves the right to plead any and all defenses that are discovered or 

may become known during the course of discovery. 

WHEREFORE, Lennox requests the entry of judgment in its favor, an award of 

its attorneys’ fees incurred in defending against Plaintiff’s claims pursuant to Fla. Stat. 

§ 448.08, and for such other and further relief as this Court deems just and proper.

COUNTERCLAIM 

Defendant/Counter-Plaintiff LENNOX MIAMI CORP. (“Lennox”) hereby sues 

Plaintiff/Counter-Defendant DIEGO AGNELLI (“Agnelli”) for damages, injunctive and 

other relief, and states:

INTRODUCTION 

1. Lennox brings this counterclaim to protect Lennox, its Hotel, and its 

shareholders from the brazen, unauthorized, tortious and illegal actions of Agnelli, who 

was terminated for cause from all of his employment and corporate positions with 

Lennox. 

2. As set forth more fully below, Lennox discovered that during Agnelli’s 

approximately 9-year tenure as an officer and director of Lennox, Agnelli (without 

authorization or even knowledge of, Lennox’s other shareholders, officer or director) 

embezzled from Lennox; misappropriated Lennox monies to pay for the construction 

and furnishing of his multi-million dollar home; misappropriated Lennox monies to pay 

for his lavish travels and personal lifestyle, and engaged in other acts of self-dealing to 

Lennox’s detriment. As of this date, Lennox has discovered that Agnelli 

misappropriated more than $2 Million from Lennox. 

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3. Agnelli was removed as a director of Lennox on June 17, 2020 and 

terminated for cause from all of his employment positions with Lennox on June 22, 

2020. 

4. But even after Agnelli’s firing, his recalcitrance did not end. After his 

termination, Agnelli illegally trespassed on the Hotel’s property, raided and removed 

Lennox’s books and records from the Hotel. Even now, he still refuses to: (a) return 

Lennox’s books, records, and other property, and (b) grant Lennox access to its own 

bank account (he remains the only person with access to that account). 

5. As a result, Lennox is forced to file this action in order to stop Agnelli once 

and for all. Lennox seeks the return of its books, records and other personal property 

wrongfully converted by Agnelli; to re-gain access to its bank account which Agnelli is 

holding hostage; to enjoin Agnelli from continuing to interfere with Lennox’s hotel 

business; to rescind Agnelli’s purported Employment Agreement, to recover the losses 

Lennox incurred by Agnelli’s willful and wanton breaches of fiduciary duty, conversion 

and breach of contract and trespass; and to account to Lennox as to its finances. 

LENNOX AND ITS CORPORATE STRUCTURE

6. Lennox owns the Lennox Hotel located on Collins Avenue and 19th Street, 

Miami Beach, Florida (the “Hotel” or the “Premises”). Invernorth is its 75% majority 

shareholder, Analia Castellanos is its 12.5% shareholder, and Agnelli is a 12.5% 

shareholder. 

7. On November 29, 2010, Castellanos purchased the Hotel through a 

corporate entity, Lennox. On November 23, 2010, Castellanos gave 12.5% of Lennox’s 

shares to his daughter, Analia, and 12.5% of Lennox’s shares to his son-in-law, Agnelli. 

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At the time, Castellanos, who owned the remaining 75% of Lennox’s shares, was 

Lennox’s Director and Vice President. 

8. As of December 2018, Castellanos (directly and/or indirectly) provided in 

excess of $59 Million to fund Lennox. Despite this massive influx of funds, Agnelli’s 

mismanagement caused the Hotel’s remodeling to be delayed from 2013 until 2019. At 

the time of his separation of employment, Agnelli left Lennox with depleted bank 

accounts, needlessly indebted in excess of $5.5 Million, failing to pay any dividend to its 

shareholders, missing books and records, and confronting various lawsuits from third 

parties caused by Agnelli’s poor and failed management. 

9. On December 11, 2015, Castellanos transferred his ownership in Lennox 

(which comprised 75% of all Lennox shares) to Invernorth. Castellanos is attorney-infact for, and authorized to act on behalf of, Invernorth. 

10. Agnelli is a former employee, officer and/or director of Lennox. During his 

tenure as employee, officer and/or director, Agnelli engaged in unchecked self-dealing; 

pilfered company monies to pay for the construction and furnishing of his multi-million 

dollar house, his rent when he moved out of his house, personal trips, and other 

personal expenses; refused Lennox officers, directors or shareholders access to 

Lennox information, books, records and other property (including Lennox’s bank 

account); violated the law; and otherwise failed to fulfill his responsibilities, duties and 

obligations. After Lennox discovered Agnelli’s wrongdoings, Lennox duly terminated 

Agnelli’s employment for cause and removed him as a corporate director (he remains a 

minority shareholder). 

11. Notwithstanding his termination for cause, Agnelli brazenly continued to 

interfere with, and attempt to control, Lennox’s business for his own personal benefit to 

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the serious, irreparable detriment of Lennox and its shareholders. Approximately one 

week after his June 22, 2020, termination for cause, Agnelli (without notice to Lennox 

and against Lennox’s express written instruction) returned to the Hotel, broke the lock 

on Lennox’s management office (the “Offices”), trespassed into the Offices, and 

grabbed numerous corporate documents (including its financial books and records), 

computer, and other personal property belonging to Lennox. In connection therewith, 

Plaintiff surreptitiously accessed (or caused others to access) the Hotel’s security video 

footage software and changed the password to such software in an attempt to conceal 

his unlawful activities. Since then, Lennox has been unable to access such security 

video footage or provide it to the Miami Beach police. The video footage, Lennox’s 

other personal property taken by Agnelli on July 1, 2020, and Lennox’s other personal 

property wrongfully taken by Agnelli before July 1, 2020 are collectively referred to 

herein as the “Property.” 

12. Agnelli has also seriously, materially interfered with and impaired, and 

continues to interfere with and impair, the effective management and operation of the 

Hotel. 

JURISDICTION, VENUE AND PARTIES 

13. This is an action for damages in excess of Seventy-Five Thousand Dollars 

($75,000.00), exclusive of interest, costs and attorneys’ fees, and for injunctive and 

other relief and is within the jurisdiction of this Court. This Court has jurisdiction on the 

same grounds cited by Agnelli in his Complaint herein. 

14. Lennox is a Florida corporation, which at all times material to this action, 

maintained its principal place of business in Miami-Dade County, Florida. 

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15. Agnelli claims to be a citizen of Argentina, over the age of 18 years, and 

otherwise sui juris.

16. Venue is proper in this District. Agnelli has conducted substantial and not 

isolated business related to the matters alleged in the Counterclaim in Miami-Dade 

County, Florida, and the matters giving rise to the causes of action herein occurred and 

transpired within Miami-Dade County, Florida. 

GENERAL ALLEGATIONS

Agnelli’s Termination for Cause 

17. In late 2019, Lennox began to uncover Agnelli’s malfeasance. Although 

Lennox continues to uncover the full extent of his acts, Lennox has already determined 

that Agnelli misappropriated more than $2 Million from Lennox. Lennox also believes 

that when it recovers from Agnelli its missing books, records, and other financial 

documents and gains access to the bank account to which Agnelli is wrongfully denying 

Lennox access, Lennox will be able to establish that its total losses vastly exceed $2 

Million. 

18. Thus far, Lennox has learned that Agnelli (without permission or even 

knowledge of the other officer, director or shareholders) misappropriated more than 

$1 Million to construct and furnish his primary residence. 

19. Lennox also learned that when Agnelli separated from his wife, he moved 

into an apartment in Key Biscayne, Florida for $11,500 per month and paid that rent 

with Lennox’s monies. It is known that from September 2018 until December 2019, 

Agnelli misappropriated approximately $184,000 of Lennox’s funds to pay for his 

personal housing expenses. It is also believed that Agnelli had Lennox continue to pay 

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his rent thereafter as well. Agnelli had no right or authority to use Lennox’s monies to 

pay his own rent. 

20. Agnelli also used Lennox’s monies to pay for his own personal, daily living 

expenses, expenses that had no connection to Lennox. Agnelli had no right or authority 

to use Lennox’s monies for these purposes. 

21. Agnelli also used Lennox’s monies to pay for his own personal trips and 

vacations, including ski trips to Vail, Colorado, an Ironman race in Panama, and a trip to 

Russia to attend the Soccer World Cup, which trips and vacations were unrelated to 

Lennox’s business or activities. Agnelli had no right or authority to use Lennox’s monies 

for these purposes. 

22. Agnelli also submitted false expenditures to Lennox for reimbursement; 

expenses he never incurred in connection with his employment. 

23. Agnelli even had the temerity to divert Lennox monies by secretly opening 

a Lennox bank account (at least one) at Wells Fargo by misrepresenting to the bank 

that he was Lennox’s sole shareholder or representative (the “Wells Fargo Account” or 

“the Account”). As of this date, still only he may access, control and use the Account 

and Lennox’s funds in it. Because of this misrepresentation and notwithstanding 

Agnelli’s termination for cause, the bank will not grant Lennox access to its own 

Account, and Lennox today is unable even to determine the amount in the Account or 

any transactions run through the Account. 

24. In short, Agnelli used Lennox’s monies as his own personal piggy bank to 

finance his housing costs, personal expenses, personal travels and lavish lifestyle. 

25. During the last 6 months-plus, Agnelli rebuffed all shareholder, director, 

and officer requests for information regarding Lennox’s finances and copies of essential 

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Lennox documents (of which he was exclusively in control), in contravention of his 

duties as director and officer of Lennox and applicable Florida law. Despite repeated 

written requests, Agnelli provided nothing. And, when the fact of his wrongdoing was 

discovered, he sought to confiscate from Lennox the evidence of his misdeeds. Now, 

despite having been terminated, Agnelli remains in possession of Lennox’s books, 

records, financial information, and other property that he wrongfully converted. He 

refuses to return Lennox’s property. 

26. Due to Agnelli’s willful misconduct, fraudulent and improper use of Lennox 

funds and resources, and his material breach of his duties, effective on June 17, 2020, 

Lennox shareholders removed Agnelli as director of Lennox. On June 22, 2020, 

Lennox terminated Agnelli for cause from his position as president, chief executive 

officer and/or any other officer or employment or personnel position he may have held 

with Lennox, and relieved him of further authority to act on behalf of Lennox. Lennox 

informed Agnelli of these actions in writing. A true and correct copy of the termination 

letter (with English translation) is attached hereto and incorporated herein as Exhibit “A.” 

27. As set forth in Exhibit “A,” Agnelli was terminated for cause for his willful 

misconduct, fraudulent and improper use of Lennox funds and resources, and his 

material breach of his duties. 

Agnelli’s Post Termination Raid and Conversion of Lennox’s Property 

28. After Agnelli was removed from any and all positions with Lennox on June 

22, 2020 and prohibited from entering the Premises, Lennox hired a security guard and 

changed the lock on the door to the Offices at the Premises, to ensure, inter alia, that 

Agnelli would not improperly enter those Offices and access company records. 

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29. Notwithstanding his termination for cause and express instruction not to 

return to the Premises, Agnelli, through false pretenses (by misrepresenting to the 

Miami Beach Police Department that he was still the President of Lennox), returned to 

the Hotel on July 1, 2020, had the locks to the Offices removed (and then changed), 

entered the Offices and removed Lennox’s books, records, documents and other 

personal property. In planning to carry-out his raid, Agnelli hijacked Lennox’s online 

account to its security video system. Since then, Lennox has been unable to access its 

security video footage of the raid or provide it to the Miami Beach police. 

30. Agnelli has not returned the converted Property to Lennox, continuing to 

withhold it from Lennox. Agnelli likewise maintains wrongful and exclusive control over 

Lennox’s Account that he opened by misrepresenting that he was Lennox’s sole 

shareholder or representative. 

31. Agnelli’s wrongful actions are directly contrary to Lennox’s interests and 

are interfering with Lennox’s ability to manage and operate the business of the Hotel. 

32. All conditions precedent to the bringing of this action have been 

performed, have occurred or have been waived or excused. 

33. By reason of the wrongful acts and misconduct of Agnelli, described in 

this Complaint, Lennox has been forced to retain the services of undersigned counsel to 

represent it in this action and has agreed and is obligated to pay reasonable attorneys' 

fees for services rendered herein. Additionally, as Agnelli has sought attorneys’ fees 

under Section 448.08, Florida Statutes, Lennox is entitled and requests an award of 

attorneys’ fees under said statute if it prevails with respect to the claim, or, alternatively, 

under the Employment Agreement if valid. 

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COUNT I - EMERGENCY INJUNCTIVE RELIEF 

34. Lennox realleges and incorporates by reference the allegations contained 

in paragraphs 1 through 33 above as if fully set forth herein. 

35. This is an action by Lennox against Agnelli for temporary and permanent 

emergency injunctive relief and is within the jurisdiction of this Court. Such relief is 

requested and required pursuant to Rule 65, Federal Rules of Civil Procedure, and 

statutory and common federal and Florida law. 

36. Without Lennox’s permission, Agnelli wrongfully took possession of 

Lennox’s Property and has also denied Lennox access to its Wells Fargo Account (the 

Property and the Wells Fargo Account are collectively referred to herein as the 

“Converted Property”). 

37. Agnelli has no right to be in possession of, control, retain or even access 

the Converted Property. 

38. Lennox has a clear legal right and interest to possession and control over 

the Converted Property, to prevent the withholding of and/or unauthorized use of the 

Converted Property, and/or to prevent the unlawful disclosure to third parties of any of 

the contents of any of the documents comprising the Converted Property. 

39. Agnelli’s retention and/or use of the Converted Property for his own 

benefit results in a present and continued danger that Agnelli will wrongfully use and/or 

transfer the Converted Property to third parties and/or will damage or destroy the 

Converted Property. It denies Lennox its access to and use of the Converted Property. 

40. Additionally, Agnelli has seriously, materially interfered with and impaired, 

and continues to interfere with and impair, the effective management and operation of 

the Hotel. Agnelli has taken control of and withheld Lennox’s documents and the 

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recording system and recordings from Lennox and its management company, caused 

serious disruption of and to the operations of the Hotel, and otherwise interfered with 

Lennox’s and the management company’s effective operation and management of the 

Hotel’s business and daily operations. 

41. Agnelli’s wrongful actions and interference are causing immediate and 

irreparable damage and harm to Lennox. Lennox needs access to its books, records, 

financial information, bank accounts, and security video footage software and is without 

an adequate remedy at law as long as Agnelli withholds Lennox’s Converted Property 

and other property. 

42. Because Agnelli has no legal right to the Converted Property, to damage 

or destroy the Converted Property of Lennox, to enter the Hotel for the purpose of 

accessing secured property of Lennox, or to assume or retain control of Lennox, the 

Hotel and/or the management company, and because those rights clearly and 

absolutely belong to Lennox, Lennox has demonstrated a substantial likelihood of 

success on the merits of this action. 

43. The entry of an injunction will not be contrary to the public interest, as 

Florida law protects the right of ownership, freedom from illegal entry to another’s 

premises, freedom from accessing and converting another’s property, and the right of a 

business to operate its business affairs without unlawful interference from others. To 

the contrary, the entry of an injunction will promote the public interest to uphold these 

important rights, as well as prevent parties from damaging and converting property 

which does not belong to them and improperly interfering with the operation of others’ 

business affairs. 

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44. Lennox has no adequate remedy at law to address Agnelli’s wrongs. The 

equitable relief sought is the only remedy available to Lennox to address the wrongs 

described in this Count. 

WHEREFORE, Lennox demands that this Court enter a temporary and 

permanent injunction against Agnelli, ordering him to: 

(1) Immediately return of all of Lennox’s property, including without limitation 

the Converted Property, as well as provide an inventory of the Converted 

Property and other property taken from Lennox’s Office; 

(2) Cease and desist from entering Lennox’s Hotel or damaging or destroying 

any property of Lennox; 

(3) Cease and desist from acting in any capacity relating to Lennox other than 

shareholder; 

(4) Cease and desist from impairing and/or interfering with the operations and 

management of Lennox and the Hotel; 

(5) Notify and instruct any all banking institutions, including Wells Fargo, that 

Agnelli has no interest in, or authority with respect to, any accounts of 

Lennox and that Lennox’s current officers and directors are the authorized 

representatives for any and all Lennox bank accounts; and take such 

actions as may be necessary to change the authorized representatives on 

such accounts to individuals designated by Lennox; and 

(6) Grant such further relief as it deems just and proper. 

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COUNT II – BREACH OF FIDUCIARY, STATUTORY AND 

OTHER APPLICABLE DUTIES, RESPONSIBILITIES AND OBLIGATIONS 

45. Lennox realleges and incorporates by reference the allegations contained 

in paragraphs 1 through 33 above as if fully set forth herein. 

46. At all material times, Agnelli owed fiduciary duties to Lennox. As an 

officer, chief executive officer and/or a director, Agnelli owed a duty to act in good faith 

and in the best interests of Lennox. At a minimum, he was required not to place his 

own personal interests ahead of Lennox’s interests, and not to engage in acts of selfdealing or misuse corporate assets and funds. 

47. Although discovery herein is certain to reveal more information, as of the 

date of this filing, Lennox has discovered that Agnelli breached his fiduciary duties in at 

least the following ways: 

(a) misusing substantial Lennox monies to pay for, among other things, the 

construction of his multi-million residence; the furnishing of his residence; 

his rent when he moved out of his marital residence; his own personal 

expenses, his travel expenses; his daily living expenses and other 

expenses for which he had no right or authorization; 

(b) withholding from Lennox, as well as its shareholders and director, Lennox 

books, records, financial and other documents; 

(c) instructing the Hotel’s management company to withhold documents and 

information from Lennox; 

(d) failing to inform Lennox, its other director and/or its shareholders 

regarding the affairs of Lennox within the scope of his functions; 

(e) converting Lennox’s books, records, and other financial documents; 

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(f) denying and/or impeding Lennox’s access to its own monies by, among 

other maneuvers, secretly diverting Lennox monies to at least one known 

undisclosed Lennox bank account (the Wells Fargo Account) that was 

opened by misrepresenting to the bank that he is Lennox’s sole 

shareholder and allowing no one else access to the Lennox’s account; 

(g) submitting for reimbursement from Lennox false and/or fake business 

expenses, and obtaining payment therefrom; 

(h) engaging in self-dealing by hiding his financial interests in the restaurant 

on Lennox’s premises; entering into transactions in which he had a conflict 

of interest; failing to protect Lennox’s interest in negotiating and signing a 

lease with the restaurant that was not an arms’ length transaction, and 

failing to enforce Lennox’s rights under the lease; 

(i) deliberately and continuously ignoring his responsibilities to the Hotel and 

its management and operations; 

(j) entering into a purported Employment Agreement with unreasonable and 

unfair terms, which is a conflict of interest transaction that was not 

approved, authorized, or ratified by Lennox shareholders; 

(k) intentionally misrepresenting his stock ownership in Lennox to third 

parties, thereby exposing Lennox to potential civil and criminal liabilities; 

and 

(l) failing to fulfil his other duties, obligations and responsibilities as a director 

and officer. 

48. In short, Agnelli has converted Lennox’s assets, wasted other Lennox 

assets, misappropriated Lennox monies, engaged in an overall scheme to misuse 

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Lennox’s assets for his own personal use, engaged in self-dealing, and intentionally 

interfered with the effective management the Hotel. 

49. As a result of the foregoing, Lennox has suffered damages, and continues 

to suffer damages. 

50. Agnelli’s conduct was in bad faith, willful, intentional, carefully planned out 

and deliberate. And, when Agnelli’s conduct came to light, he sought to conceal his 

wrongdoing by taking Lennox’s books, records and documents, and security video 

footage, withholding those items from Lennox, and refusing to provide Lennox, its 

directors and shareholders any material information. 

WHEREFORE, Lennox demands judgment against Agnelli for damages, together 

with interest, costs, and such other relief as the Court deems just and proper. 

COUNT III – CONVERSION 

51. Lennox realleges and incorporates by reference the allegations contained 

in paragraphs 1 through 33 above as if fully set forth herein. 

52. Without Lennox’s permission, Agnelli took possession of the Converted 

Property (as that term is defined above). 

53. Agnelli had no right to take or retain possession or control of the 

Converted Property. 

54. Lennox has an immediate right to the Converted Property. 

55. Lennox has made demand on Agnelli to return the Converted Property, 

but Agnelli refuses to do so. 

56. As a result of Agnelli’s acts of conversion as described above, Lennox has 

suffered and will continue to suffer damages. 

57. Agnelli’s conduct is intentional, carefully planned out and deliberate. 

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WHEREFORE, Lennox demands judgment against Agnelli for damages, together 

with interest, costs, and such other relief as the Court deems just and proper. 

COUNT IV – TRESPASS 

58. Lennox realleges and incorporates by reference the allegations contained 

in paragraphs 1 through 33 above as if fully set forth herein. 

59. At all times material, Lennox has been the owner and in possession of the 

Premises, including the Offices. 

60. On July 1, 2020 (more than a week after Lennox terminated him and 

instructed him not to return to the Premises), Agnelli returned to the Hotel, broke into 

Lennox’s Offices, took Lennox’s property from its Offices, changed the lock on Lennox’s 

offices, and seized control of the video footage of his activities. 

61. Agnelli had no authority or other right to undertake any of these activities. 

In fact, Lennox had expressly instructed him in writing on June 22, 2020 not to return to 

the Premises. 

62. Agnelli, however, disregarded his termination for cause, Lennox’s rights, 

its property interests and Lennox’s business. When he trespassed on Lennox’s 

property to raid its Offices, Agnelli cared only about covering his tracks and taking 

Lennox’s Property. He knew that his wrongdoings had been discovered so he sought to 

do all he could to conceal his years of wrongdoing, even if that meant breaking into 

Lennox’s Offices. 

63. As a result of Agnelli’s wrongful acts as described above, Lennox has 

suffered and will continue to suffer damages. 

64. Agnelli’s conduct is intentional, carefully planned out and deliberate. 

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WHEREFORE, Lennox demands judgment against Agnelli for damages together 

with interest, costs, and such other relief as the Court deems just and proper. 

COUNT V – FRAUDULENT INDUCEMENT

65. Lennox realleges and incorporates by reference the allegations contained 

in paragraphs 1 through 33 above as if fully set forth herein. 

66. In 2017, Agnelli represented to Lennox, through its vice president and 

Agnelli’s father-in-law, Castellanos, that he needed Lennox to sign documentation 

written exclusively in the English language, for among other reasons, its needed 

submission to the City of Miami Beach. Pursuant to information and belief, the 

documentation included a purported employment agreement written entirely in English 

(the “Employment Agreement”). 

67. The Employment Agreement is the document upon which Agnelli brings 

his sole claim herein, a copy of which he attached to his Complaint as Exhibit A. It was 

signed by Castellanos on behalf of Lennox as the Appointing Officer. 

68. The Employment Agreement is one-sided in favor of Agnelli; provides for 

an inordinate salary for Agnelli that is far from commensurate with the value of Agnelli’s 

job responsibilities; contains a punitive liquidated damages penalty; and includes 

excessive vacation and no contractual responsibilities on Agnelli. 

69. To conceal these and other one-sided provisions from Castellanos, Agnelli 

misrepresented to Castellanos the document’s nature, purpose, and content. 

70. Castellanos is an Argentine citizen, his native language is Spanish, he 

does not read, write or speak the English language, and Agnelli was fully aware of these 

facts. As a result, when Agnelli asked Castellanos to sign the document, Castellanos 

asked Agnelli to explain the purpose, nature, and content of the document. Had it not 

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been for Agnelli’s misrepresentations as to the document’s purpose, nature, and content 

Castellanos would not have signed the Employment Agreement. 

71. Moreover, in inducing Castellanos to sign the Employment Agreement on 

behalf of Lennox, Agnelli knew he was causing Lennox to enter into a transaction with 

Agnelli in which Agnelli had a conflict of interest, which conflict of interest was not 

approved, authorized, or ratified by the Lennox shareholders. 

72. Agnelli intentionally made his misrepresentations to Castellanos for the 

sole purpose of inducing him to sign the purported Employment Agreement. 

73. Agnelli’s misrepresentations were false, and he knew them to be false at 

the time he made them to Castellanos. 

74. Because Agnelli was his son-in-law, director and president of Lennox, 

Castellanos trusted Agnelli to act truthfully and in the best interests of Lennox. 

Castellanos relied upon Agnelli to truthfully describe and translate the purpose, nature 

and content of the Employment Agreement. Unfortunately, Agnelli did not so act. 

75. As a result of Agnelli’s fraudulent misrepresentations, there was no 

meeting of the minds to create a binding employment agreement. Further, Lennox has 

suffered damages as a result of Agnelli’s fraud. 

76. Agnelli’s conduct is intentional, carefully planned out and deliberate. 

77. Lennox has no adequate remedy at law to address Agnelli’s wrongdoings. 

The equitable relief sought is the only remedy available to Lennox. 

WHEREFORE, Lennox demands judgment against Agnelli for rescission of the 

Employment Agreement, and incidental damages relating thereto, and for such other 

relief as the Court deems just and proper. 

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COUNT VI – RESCISSION OF THE EMPLOYMENT AGREEMENT 

ON THE GROUNDS THAT IT IS A VOID OR VOIDABLE 

DIRECTOR’S CONFLICT OF INTEREST TRANSACTION 

78. Lennox realleges and incorporates by reference the allegations contained 

in paragraphs 1 through 33 above as if fully set forth herein. 

79. This Count also seeks to rescind the Employment Agreement on the 

grounds that it is a void or voidable director’s conflict of interest transaction. 

80. Agnelli prepared the terms of the Employment Agreement without 

discussion or input from any other Lennox officer, director or shareholder. 

81. At the time he prepared and signed the Employment Agreement, Agnelli 

was a director and officer of Lennox, a party to the Employment Agreement and also 

secured for himself a direct material financial interest from (and in) the Employment 

Agreement, which financial interest was unfair and unreasonable to Lennox.

82. This improper transaction was not fair to Lennox because, among other 

reasons: (a) Agnelli prepared it without knowledge or input from Lennox; (b) improperly 

induced Lennox to sign it; and (c) its terms are unduly one-sided in favor of Agnelli and 

not comparable to what he might have secured in an arm’s length transaction with 

Lennox.

83. Agnelli’s conduct was intentional, carefully planned out and deliberate. 

84. Lennox has no adequate remedy at law to address Agnelli’s wrongs. The 

equitable relief sought is the only remedy available to Lennox for the misconduct 

alleged in this count. 

85. Based on this conflict of interest, the Employment Agreement is 

unenforceable, void, voidable and subject to rescission. 

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WHEREFORE, Lennox demands judgment against Agnelli for rescission of the 

Employment Agreement, incidental damages relating thereto, and for such other relief 

as the Court deems just and proper. 

COUNT VII – UNJUST ENRICHMENT

86. Lennox realleges and incorporates by reference the allegations contained 

in paragraphs 1 through 33 above as if fully set forth herein. 

87. Lennox conferred a benefit upon Agnelli by faithfully and diligently 

providing him with control of and access to Lennox’s resources, including the actual 

payment and receipt of compensation. 

88. Agnelli had knowledge of the benefits that Lennox conferred on him 

because he accepted control of and access to Lennox’s resources, as well as paid 

himself an exorbitant salary and other benefits in excess of $1.2 Million per year 

pursuant to the Employment Agreement. 

89. Agnelli knowingly and voluntarily accepted and retained the benefit of 

Lennox’s resources, including the payment to himself of an exorbitant salary and other 

benefits in excess of $1.2 Million per year pursuant to the Employment Agreement. 

90. Agnelli took advantage of Lennox by paying himself an exorbitant salary 

and other benefits in excess of $1.2 Million per year. 

91. In accepting an exorbitant salary and other benefits, Agnelli knowingly and 

voluntarily kept and appreciated the benefits conferred, and has been unjustly enriched. 

92. The circumstances render Agnelli’s retention of the benefit inequitable 

unless he pays to Lennox the value of the benefits that he appropriated for himself. 

WHEREFORE, Lennox demands judgment against Agnelli for damages together 

with interest, costs, and such other relief as the Court deems just and proper. 

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COUNT VIII – ACCOUNTING

93. Lennox realleges and incorporates by reference the allegations contained 

in paragraphs 1 through 33 above as if fully set forth herein. 

94. As director of Lennox from 2010 to June 17, 2020, and as president of 

Lennox from 2010 to June, 22, 2020, Agnelli had exclusive custody and control over all 

of Lennox’s finances, books, records, other official corporate documents, and bank 

accounts and owed fiduciary duties to Lennox. 

95. When Lennox discovered that Agnelli had misused Lennox’s monies, 

treated the company as his own personal piggy bank, and breached his fiduciary duties, 

Lennox requested information and documents regarding Lennox and its finances. At 

that time, he had exercised sole control over Lennox’s management, books and 

records. 

96. In his ongoing efforts to conceal his wrongdoings, Agnelli has refused to 

provide Lennox, its directors and shareholders access to its own books, records, 

financial information, and even bank accounts. 

97. Lennox is in immediate need of its books, records, financial information 

and bank accounts so that, among other things, it may operate its Hotel. 

98. As an existing minority shareholder, an ex-employee, ex-officer and exdirector and the only person with access to and possession of Lennox’s information, 

documents and computers, Agnelli has an obligation to return Lennox’s property and 

provide Lennox with an accounting of the financial transactions he oversaw, managed, 

and engaged in during his tenure. 

99. Lennox has demanded an accounting, and said demand has been 

refused. 

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100. Lennox does not have an adequate remedy, other than an equitable 

accounting, through which to gain for itself, a comprehensive understanding of the 

profits and distributions of Lennox, as well as all corporate assets improperly diverted by 

Agnelli. 

WHEREFORE, Lennox demands judgment against Agnelli requiring him to 

render a full and complete accounting to Lennox of the finances of Lennox, including but 

not limited to all funds received by Agnelli and/or used by Agnelli for personal purposes, 

together with court costs and such other relief as the Court deems just and proper. 

COUNT IX –BREACH OF CONTRACT 

101. Lennox realleges and incorporates by reference the allegations contained 

in paragraphs 1 through 33 above as if fully set forth herein. 

102. This Count is plead in the alternative to Counts V and VI. 

103. As president and director of Lennox from 2010 to June, 22, 2020, Agnelli 

had exclusive custody and control over all of Lennox’s finances, books, records, other 

official corporate documents, and bank accounts and owed fiduciary duties to Lennox. 

104. Pursuant to the Employment Agreement, Agnelli agreed to perform his 

duties in good faith, in a manner for the benefit of Lennox and to avoid self-dealing. 

105. Agnelli breached the Employment Agreement by failing to perform his 

duties under the Employment Agreement, misusing Lennox’s monies, treating the 

company as his own personal piggy bank, engaging in self-dealing, and breaching his 

fiduciary and other duties and other responsibilities and obligations owed to Lennox. 

106. Agnelli also breached the Employment Agreement by (i) engaging in gross 

negligence or willful misconduct in connection with the performance of his duties; (ii) 

willfully refusing to perform any of his duties or responsibilities required pursuant to the 

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Employment Agreement; (iii) engaging in fraud, criminal conduct including, but not 

limited to, crimes of moral turpitude, dishonesty or embezzlement; and (iv) 

misappropriation for personal use of assets or business opportunities of Lennox. 

107. As the direct result of Agnelli’s actions, Lennox has sustained damages. 

WHEREFORE, Lennox demands judgment against Agnelli for damages together 

with interest, costs, and such other relief as the Court deems just and proper. 

Dated: July 31, 2020. 

SHUTTS & BOWEN LLP 

Attorneys for Lennox 

200 S. Biscayne Blvd. 

Suite 4100 

Miami, Florida 33131 

(305) 358-6300 

gtravis@shutts.com 

rllorens@shutts.com 

dkramer@shutts.com 

pbrugger@shutts.com) 

By: s/ Rene Gonzalez-LLorens

 Geoffrey L. Travis 

 Florida Bar No. 988812 

 Rene Gonzalez-LLorens 

 Florida Bar No. 53790 

 Douglas M. Kramer 

 Florida Bar No. 243086 

 Patrick G. Brugger 

 Florida Bar No. 035418 

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CERTIFICATE OF SERVICE 

I HEREBY CERTIFY that on July 31, 2020, I electronically filed the foregoing 

with the Clerk of the Court by using the CM/ECF system, who will send a notice of 

electronic filing to : 

Jesus E. Cuza, Esq. 

Brian H. Koch, Esq. 

Rebecca Canamero, Esq. 

Annelise Del Rivero, Esq. 

Holland & Knight LLP 

701 Brickell Avenue, Suite 3000 

Miami, Florida 33131 

Telephone: (305) 374-8500 

Fax: (305) 789-7799 

Email: Jesus.Cuza@hklaw.com 

Email: Brian.Koch@ hklaw.com 

Email: Rebecca.Canamero@ hklaw.com 

Email: Annelise.Delrivero@hklaw.com 

Attorneys for Plaintiff/Counter-Defendant 

s/ Rene Gonzalez-LLorens

Rene Gonzalez-LLorens

MIADOCS 20597371 1 

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