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IN THE UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF FLORIDA

PANAMA CITY DIVISION

IOU CENTRAL, INC. 

d/b/a IOU FINANCIAL, INC

Plaintiff, CASE NO.: 5:20-cv-265

vs.

ADMIRAL PROPERTY RESTORATION, INC.,

SUPERIOR CONTRACTING AND 

RESTORATION, INC.,

BRADLEY DOUGLASS, 

SUSAN DOUGLASS,

Defendants.

___________________________________/

COMPLAINT

Plaintiff IOU sues the Defendants as follows: 

1. Plaintiff IOU is incorporated in Delaware, whose principal place of

business is located in Georgia, a citizen of both states per 28 U.S.C. § 1332

2. Defendants Bradley [Debtor] and Susan Douglass are individuals

domiciled in and citizens of Florida per 28 U.S.C. § 1332.

3. Defendant Atlantic [Business] is incorporated in Texas, its principal 

place of business in Florida while Defendant Superior is incorporated in Florida its 

principal place of business per §1332. Both are owned by the Douglas Defendants. 

4. Per §1332, the parties are diverse and the sum in controversy exceeds 

$76,000.00 such as damages, fees and interest. Jones v. Landry, 387 F.2d 102 (5th 

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Cir. 1967), Cohen v. Office, 204 F.3d 10717 (11th Cir. 2000), Groves v. Rogers,

547 F.2d 900 (5th Cir. 1977), Ryan v. State Farm, 934 F.2d 276 (11th Cir. 1991),

Holley v. Credit, 821 F.2d 1531 (11th Cir. 1987) IOU’s relief is valued in excess of 

$76,000.00. Waller v. Prof., 296 F.2d 547 (5th Cir. 1961). Per §1367, jurisdiction

exists on all claims. Exxon v. Allapattah, 545 U.S. 546 (2005).

5. Per Fla. Stat. § 48.193 et seq and the Constitution, jurisdiction exists, 

is proper and just for Defendants, who reside in and/or conduct business in Florida.

6. Under 28 U.S.C. § 1391 and § 89, venue is proper as a substantial part 

of the events or omissions giving rise to the claims occurred here, the property at 

issue is located here, Defendants consented to, reside and conduct business here.

7. On 9/17/19, Debtor submitted a Loan Application to IOU’s Georgia 

office website, for a commercial loan [Loan] purportedly for Business, but for all 

Defendants, with ownership or other interests in Business, who knew of, benefitted, 

consented and ratified the Loan, such as satisfying their debts, following several 

prior loan applications by Debtor(s) on their behalf. 

8. On 9/20/19 [Closing Date] Debtor executed a Promissory Note for the

Business to IOU for a gross loan amount/principal of $157,500.00, at IOU’s

Georgia office website, in exchange for its Loan Funds, with a loan guaranty fee, 

confirming all information, consenting to its terms, of which all Defendants 

benefitted, consented and ratified. 

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9. The Note is in default if (i) any amount due pursuant to the Note is not 

received by IOU when due (ii) Business breaches any warranty, representation, 

covenant, term or condition of the Note (iii) default under any guaranty agreement 

or instrument, now existing, after committed or made, provided to IOU to enhance 

the Loan’s credit underwriting; any bankruptcy, insolvency or receivership 

proceeding is commenced by or against Business and not dismissed within 30 days

(iii) Business ceases to exist or (iv) obtains another loan during the term of the

Loan without IOU’s prior written permission. [Note ¶ 6]

10. The Note includes a Security Agreement, by which Debtor and 

Business, recipients of the Funds, were to encumber their property, proceeds and 

assets as collateral for the Loan, upon which IOU relied in approving the Loan, of 

which Defendants, consented, benefitted and ratified, which states:

As security for the due and punctual payment of all amounts due or to 

become due and the performance of all obligations of Borrower from 

time to time under this Note and all extensions, renewals and

amendments of any of the foregoing Borrower hereby pledges, 

transfers, assigns, conveys and grants a security interest to a 

continuing lien upon and security interest in and to all of Borrower’s 

now owned or hereafter acquired, created or arising property

including any right, title or interest in or to property of any kind 

whatsoever, whether real, personal or mixed, and whether tangible or

intangible, and in each case regardless of where such Property may be 

located and whether such Property may be in the possession of

Borrower, Lender or a third party and shall include any right, title or 

interest in or to property of any kind whatsoever, whether real, 

personal or mixed, and whether tangible or intangible and (1) any and 

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all amounts owing to Borrower now or in the future from any 

merchant processor(s) processing charges made by customers of

Borrower via credit card or debit card transactions: and (2) all other 

tangible and intangible personal property, including, but not limited 

to: (a) inventory, (b) equipment, (c) investment property, including 

certificated and uncertificated securities, securities accounts, security

entitlements, commodity contracts and commodity accounts, (d)

instruments, including promissory notes, (e) chattel paper, including 

tangible chattel paper and electronic chattel paper, (f) documents, (g)

letter of credit rights, (h) accounts, including health care insurance 

receivables, (i) deposit accounts, (j) general intangibles, including 

payment intangibles and software, and (k) as-extracted collateral as 

such terms may from time to time be defined in the Uniform 

Commercial Code. The collateral includes all accessions, attachments,

accessories, parts, supplies and replacements for the collateral, all 

products, proceeds and collections. [Note ¶ 21]

11. On the Closing Date, Debtor executed a Guaranty at IOU’s Georgia

office website, guaranteeing the Note/Security Agreement, who received and 

personally benefitted from the Funds as did Defendants of which they knew, 

consented, benefitted and ratified as co-guarantors. [Note ¶ 12, Guaranty ¶ 1-2]

12. Per the Guaranty, Debtor granted and/or intended to grant the same 

security interest in his property, proceeds and assets as Business to guaranty the 

Note/Security Agreement, of which Defendants consented, benefitted and ratified.

13. The Guaranty provide for enforcement against Debtor if Business 

defaults on its obligations under the Note and Debtor fails to satisfy its 

unconditional obligations, enforceable against Debtor’s successors and assigns, 

which Defendants consented/ratified. [Guaranty ¶1-3]

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14. Per the Guaranty, Debtor must provide all financial information for 

himself/Business at the request of IOU which Defendants ratified. [Guaranty ¶ 6]

15. On the Closing Date, Debtor executed a Debit Agreement with 

Business to IOU, authorizing Loan payments by their account to IOU’s Georgia 

office, certifying its purpose and their account information, of which Defendants 

knew, consented, benefitted and ratified.

16. On the Closing Date, Debtor approved disbursement of the Funds, by

IOU, of which Defendants consented, benefitted and ratified.

17. On the Closing Date, Defendants received the Funds by wire from 

IOU’s account into their account, of which they consented, benefitted and ratified.

18. IOU intended for its Loan as a secured interest in all property, assets

and proceeds of the Fund’s recipients, Defendants, to be repaid and would not have 

otherwise advanced them per the Guaranty, Note and Agreements. [Instruments] 

19. Defendants breached the Instruments shortly after receipt of the Funds

and never cured their breach, failing to make payments or provide financial 

information, which they ratified, which IOU accelerated due to the default.

20. Debtor and Business did not intend to repay the Funds, which they did 

not disclose to IOU, who acted for each other and the other Defendants as to the 

Funds and the Loan of which Defendants knew, benefitted, consented and ratified.

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21. Debtor and Business were unable or unwilling to repay the Loan, 

before its origination, which Defendants knew, benefitted, consented and ratified.

22. Defendants are jointly and severally liable for the Loan/Instruments,

by fulfillment of at least one of the below events; who namely: 

(a) Acted as agents for each other such as obtaining the Loan and the 

Funds of which they knew, benefitted, consented and ratified.

(b) Operate as or are a partnership, for their same, related business; the 

Business in which they share the benefits and liabilities including the Funds.

(c) Owned, operated/conducted Business, as their alter-ego, disregarding

its entity, undercapitalizing it per their failure to repay the Loan, as well as other 

debts, using it as a conduit/instrumentality for personal affairs like obtaining the 

Fund/evading the Loan, share/co-mingle assets, finances, ownership, and offices.

(d) Business lacks an existence separate from Defendants, per their

unified interest or ownership, a mere subterfuge to avoid payment of IOU’s debt, 

whose form should be justly disregarded and pierced, with full liability for

damages/relief imposed upon them. 

(e) Defendants assumed or are liable for the debts/liabilities at issue, the 

Loan, Instruments and claims, who have a debtor-creditor relationship with IOU. 

23. IOU’s Instruments attached to all property, assets and/or proceeds of 

Defendants, including but not limited to the following ones: 

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(a) 2336 Washington Street, Lynn Haven FL, 32444 Parcel Id 08772-

000-000, titled to the Douglass Defendants, per a deed to them recorded at Bay 

Book 4110, Page 1513 specifically mentioned in the Guaranty. [Property]

(b) Any UUC-1 by IOU on the Loan, to which all other property, assets,

proceeds and interests of the Defendants are subject.

(c) Any property, proceeds and assets secured by other loans of 

Defendants, which IOU satisfied, into which IOU is subrogated of which they 

consented, benefited and ratified, such as BFS Capital/Receivables, a Loan for 

$122,075.00, satisfied by this Loan. [Prior Loan]

(d) Any Funds used to benefit any Defendant, also subject to the Loan. 

(e) Any property, assets and proceeds of any Defendant. 

24. Defendants did or conspired to make false, misleading representations

or material omissions to IOU, through Debtor/Business, negligently, knowingly 

misrepresented or failed to disclose to IOU (a) they fraudulently procured the Loan, 

inducing IOU to provide the Funds per the Instruments, which they did not intend 

to or could not perform per their undisclosed purposes, defaulting on it only about 

60 days after closing (b) concealed their involvement in the Loan (c) lied about 

their alleged efforts to resolve the default to defraud, delay or hinder enforcement

of the Loan (d) secured on their property assets and proceeds including the Property, 

which they are estopped from disputing, including any alleged homestead exemption.

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25. IOU justifiably and reasonably relied on the misrepresentations or 

omissions of Defendants as honest and accurate throughout the Loan process and 

in the Instruments, inducing and causing IOU to close the Loan and wire the Funds 

to them, which was damaged as a result. 

26. IOU held and/or owned the Instruments and claims at issue [Claims] 

and had standing to enforce them before suit, their principal balance and/or value 

exceeding $76,000.00, with attorney’s fees as provided by law and their terms. 

27. Defendants induced or encouraged IOU to confer the Funds on them

per the Instruments, which they did not intend to satisfy or could not satisfy, of

which they benefitted, consented and ratified. 

28. IOU provided the Funds to Defendants and/or their agents, expecting

repayment, which they appreciated, knew, benefitted, consented and ratified. 

29. Defendants knew of, accepted and retained the Funds, which they did 

not reject, should return or compensate, who are otherwise unjustly enriched by the

Funds at IOU’s expense, retaining the Funds and/or retaining their property, assets 

and/or proceeds absent IOU’s intended senior interest(s) in them.

30. Defendants are indebted to IOU for the Funds, fees, costs and charges, 

of which their property, assets and proceeds are secured as collateral. 

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31. Defendants are liable for each other’s acts and omissions as partners, 

servants, agents, successors, by command, in prosecution of, within their 

relationship, by which they jointly benefitted and/or ratified. 

32. All conditions precedent to suit occurred, were fulfilled, waived 

and/or their occurrence and/or fulfillment was unnecessary and/or futile.

COUNT I: DECLARATORY, EQUITABLE AND

RELATED RELIEF AS TO ALL DEFENDANTS

33. ¶ 7-32 are incorporated. 

34. Defendants are jointly liable for the Funds, whose property, assets and 

proceeds, such as the Property, are subject to the Instruments, procured by them, 

who seek to wrongfully evade the Loan. 

35. The inequitable or fraudulent misconduct of Defendants requires 

inclusion of them, their property, assets and proceeds in the Instruments, who 

induced IOU to make the Loan, to which they are subject.

36. The misconduct of Defendants permits them to wrongfully retain the

Funds at IOU’s expense, with their property, assets and proceeds, absent IOU’s 

intended secured interest in them, for which IOU has no adequate legal remedy.

37. The Instruments are intended to bind all recipients and beneficiaries of

the Funds, the Defendants, whose property, assets and proceeds are to secure the 

Loan, who knew of, consented to, benefitted from and ratified the Loan, such as 

receiving and retaining the Funds.

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38. The Instruments are intended as and constitute a security interest/lien

in all property, proceeds and assets of Defendants, reasonably identified and 

described as collateral, of which they consented, benefitted and ratified, for which 

equitable relief will not prejudice them. 

39. Per 28 U.S.C. § 2201, Fla. Stat. § 697.01 et seq and applicable law, 

IOU requests the Court declare, establish and reform its Instruments to bind 

Defendants jointly for the Loan, as a security interest/lien in their property, assets 

and proceeds, subrogated into the Prior Loan[s], grant all just relief.

40. Alternatively, per § Fla. Stat. § 768.72 et seq and applicable law, IOU

demands judgment as to Defendants for compensatory, consequential, special, 

nominal, punitive damages for their misconduct and all just relief.

COUNT II: BREACH OF INSTRUMENTS AND

RELATED RELIEF AS TO ALL DEFENDANTS

41. ¶ 7-32 are incorporated. 

42. Defendants knew of, consented to, benefitted from and ratified the 

Instruments, accepting the Funds, of which they are liable as co-guarantors and are 

estopped from disputing.

43. Defendants breached the Instruments, failed to make payments and 

did not otherwise comply with their terms, which are now due.

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44. IOU accelerated the principal balance of its defaulted Instruments of 

which Defendants were given notice and/or notice was not required and/or is futile

and the Instruments provide for payment of IOU’s attorney’s fees and costs.

45. Defendants are notified IOU is entitled to enforce and invoke the fees 

provisions of the Instruments against them, who will be further indebted for IOU’s

fees/costs, unless all principal, interest and charges due per them are paid in 10

days after service of this Complaint.

46. Per applicable law, IOU demands judgment as to Defendants for 

damages under the Instruments in the principal sum of at least $76,000.00, fees, 

interest, costs and all just relief.

COUNT III: QUANTUM MERUIT/UNJUST ENRICHMENT

AND RELATED RELIEF AS TO DEFENDANTS

47. ¶ 7-32 are incorporated.

48. Defendants induced and/or encouraged IOU to confer the Funds upon

her through Business, of which they knew, benefitted, consented and ratified. 

49. IOU provided the Funds to Defendants, expecting their repayment, 

which they knew, benefitted, consented and ratified. 

50. Defendants knew of and accepted the Funds which should be repaid,

who is otherwise unjustly enriched by them at IOU’s expense.

51. Defendants are indebted to IOU for the Funds, interest and costs. 

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52. IOU demands judgment as to Defendants for the unpaid Funds, costs

and just relief such as its equitable remedies.

COUNT IV: EQUITABLE LIEN/EQUITABLE MORTGAGE

AND RELATED RELIEF AS TO DEFENDANTS

53. ¶ 7-32 and ¶ 50-54 are incorporated.

54. Defendants inequitably/fraudulently induced IOU to provide the 

Funds, and enter into the Loan, without intending to satisfy it, satisfaction of which 

they wrongfully precluded.

55. Defendants knew of, accepted and retained the Funds as a secured 

debt in their property, assets and proceeds, who unjustly enriched absent IOU’s

intended secured interest in them for which IOU has no adequate remedy.

56. An equitable lien or mortgage to secure IOU’s Loan is intended and 

implied on the property, assets and proceeds of Defendants, such as the Property, 

per the Instruments and their misconduct, which they are estopped from denying. 

57. Per 28 U.S.C. § 2201 et seq and applicable law, IOU requests the 

Court declare and impose an equitable lien/mortgage on all property, assets and 

proceeds of Defendants, in a sum at least equal to the Loan, relating back to its

execution/origination, grant just relief.

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COUNT V: CONSTRUCTIVE TRUST AND

RELATED RELIEF AS TO ALL DEFENDANTS

58. ¶ 7-32 are incorporated. 

59. The property, assets and proceeds of all recipients of the Funds,

Defendants, were to secure the Loan, per the Instruments, of which they knew, 

benefitted, consented and ratified but wrongfully preclude its performance.

60. Defendants inequitably/fraudulently induced IOU to provide the 

Funds, and enter into the Loan, without intending to satisfy it, satisfaction of which 

they wrongfully precluded.

61. Defendants knew of, accepted and retained the Funds as a secured 

debt in their property, assets and proceeds, who unjustly enriched absent IOU’s

intended secured interest in them for which IOU has no adequate remedy.

62. A constructive trust to satisfy the Instruments is implied on all 

property, assets and proceeds of Defendants, such as the Property, per the 

Instruments and their misconduct, which they are estopped from denying. 

63 Per 28 U.S.C. § 2201 et seq and applicable law, IOU requests the Court 

declare and impose a constructive trust on all property, assets and proceeds of 

Defendants,securing the Instruments, retroactive to their execution, grant just relief.

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COUNT VI: FORECLOSURE AND RELATED 

RELIEF AS TO DEFENDANTS

64. ¶ 7-32 are incorporated.

65. Defendants breached Plaintiff’s Instruments, failed to satisfy or

comply with them, a lien on their property, assets and proceeds, like the Property.

66. Per 28 U.S.C. § 2201 and § 2001 et seq, Fla. Stat. § § 86.011 et seq, § 

65.011 et seq, § 701.01 et seq, § 45.011 et seq and applicable principles, Plaintiff 

requests the Court declare, establish and judicially foreclose its secured lien 

interest in all property, assets and proceeds of Defendants, including the Property, 

its fixtures, appurtenances, rents, contents and insurance for the principal sum of its 

Note, plus. interest, charges, expenses, costs and fees, taxes and abstracting, in 

which all other claims and interests are inferior, subordinate, barred, foreclosed 

and quieted to all right, title, interest and equity of redemption.

COUNT VII: POSSESSION AND RELATED RELIEF

AS TO DEFENDANTS

67. ¶ 7-32 are incorporated.

68. Defendants and/or others occupy and possess their property assets and 

proceeds, such as the Property, to which Plaintiff or any purchaser at sale is 

entitled to post-sale possession and/or payments.

69. Per Fed. R. Civ. P. 64, Fla. Stat § 66.011 et seq and applicable law, 

Plaintiff requests the Court award sole post-sale possession of the property, assets 

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and proceeds of Defendants to it or any other purchaser at sale, including the 

Property and/or any other purchaser at sale, ejecting Defendants and/or any others.

70. The individual Defendants are not minor(s) adjudged incompetent; not 

in the military for the last 30 days, not subject to protection per 50 U.S.C. §3901.

Respectfully submitted this 5th day of October 2020.

By: /s/Paul G. Wersant

 Paul G. Wersant

Florida Bar No. 48815

3245 Peachtree Parkway, Suite D-245

Suwanee, Georgia 30024

Telephone: (678) 894-5876

Email: pwersant@gmail.com

Attorney for Plaintiff IOU

File No. 139685

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