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UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF FLORIDA 

CASE NO.: 9:22-CV-81448-MIDDLEBROOKS

LOUDEN BROADWAY PROPERTIES, LLC, 

a Delaware limited liability company, 

Plaintiff, 

v. 

KENT M. SWIG, a New York resident, 

HSI HOLDINGS, LLC, 

a Delaware limited liability company, 

DIGNITY GOLD, LLC, 

a Delaware limited liability company, and 

DIGNITY HOLDINGS, LLC, 

a Delaware limited liability company, 

 Defendants. 

_________________________________/ 

DEFENDANTS’ VERIFIED ANSWER AND AFFIRMATIVE 

DEFENSES TO PLAINTIFF’S VERIFIED COMPLAINT 

Defendants Kent Swig, HSI Holdings, LLC, Dignity Gold, LLC, and Dignity Holdings, 

LLC (collectively, “Defendants”), by and through undersigned counsel and pursuant to the Federal 

Rules of Civil Procedure, file this Answer and Affirmative Defenses to the Verified Complaint, 

[ECF No. 1] (the “Complaint”), filed by Plaintiff Louden Broadway Properties, LLC (“Plaintiff”). 

The Parties 

1. Defendants are without sufficient information or knowledge to either admit or deny 

the allegations in Paragraph 1 of the Complaint, and therefore deny the allegations. 

2. Defendants admit the allegations in Paragraph 2 of the Complaint. 

3. Defendants admit the allegations in Paragraph 3 of the Complaint. 

4. Defendants admit that Dignity Gold is a Delaware limited liability company. 

Defendants deny the remaining allegations in Paragraph 4 of the Complaint. 

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5. Defendants admit that Dignity Holdings, LLC is a Delaware limited liability 

company, and that two of Dignity Holdings, LLC’s members, Kent Swig and Stephen Braverman, 

are citizens of the State of New York and the State of California, respectively. Defendants deny 

the remaining allegations in Paragraph 5 of the Complaint. 

Jurisdiction and Venue

6. Paragraph 6 states legal conclusions to which no response is required from 

Defendants. To the extent a response is required, denied. 

7. Paragraph 7 states legal conclusions to which no response is required from 

Defendants. To the extent a response is required, denied. 

8. Admitted that, by this action, Plaintiff is seeking damages in excess of $75,000; 

however, Defendants deny any liability to Plaintiff in connection therewith. 

9. Paragraph 9 states legal conclusions to which no response is required from 

Defendants. To the extent a response is required, denied. 

10. Defendants deny that they have waived any rights. As to the remainder of the 

allegations in Paragraph 10, Defendants are without sufficient information or knowledge to either 

admit or deny those allegations, and therefore deny them. 

General Allegations 

 The HSI Credit Line Loan Agreement 

11. Defendants admit the allegations in Paragraph 11 of the Complaint. 

12. Defendants admit that HSI entered into a Credit Line Loan Agreement with Breton 

Equity Company Corp. on or about August 9, 2018, but deny the allegations in Paragraph 12 of 

the Complaint provide complete and accurate terms of the Credit Line Loan Agreement. 

Defendants further state that the Credit Line Loan Agreement speaks for itself and therefore 

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Defendants further deny any allegations contained in Paragraph 12 of the Complaint that contradict 

or misconstrue the terms of the Credit Line Loan Agreement. 

13. Defendants admit that Defendant Swig executed a personal guaranty on or about 

August 9, 2018, but deny the allegations in Paragraph 13 of the Complaint provide complete and 

accurate terms of the personal guaranty. Defendants further state that the personal guaranty speaks 

for itself and therefore Defendants further deny any allegations contained in Paragraph 13 of the 

Complaint that contradict or misconstrue the terms of the personal guaranty. 

14. Defendants are without sufficient information or knowledge to either admit or deny 

the allegations in Paragraph 14, and therefore deny the allegations. 

15. Defendants admit the allegations in Paragraph 15 of the Complaint. 

16. Defendants admit the Credit Line Loan Agreement has been amended, modified, 

and extended, but deny the allegations in Paragraph 16 of the Complaint provide complete and 

accurate terms of the amendments, modifications, and extensions of the Credit Line Loan 

Agreement. Defendants further state that the amendments, modifications, and extensions to the 

Credit Line Loan Agreement speaks for themselves and therefore Defendants further deny any 

allegations contained in Paragraph 16 of the Complaint that contradict or misconstrue the terms of 

the amendments, modifications, and extensions to the Credit Line Loan Agreement. 

17. Defendants admit HSI entered into a modification of the Credit Line Loan 

Agreement on or about November 5, 2020, but deny the allegations in Paragraph 17 of the 

Complaint provide complete and accurate terms of such modification. Defendants further state that 

such modification speaks for itself and therefore Defendants further deny any allegations contained 

in Paragraph 17 of the Complaint that contradict or misconstrue the terms of such modification. 

18. Defendants deny the allegations in Paragraph 18 of the Complaint. 

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19. Defendants deny the allegations in Paragraph 19 of the Complaint. 

20. Defendants deny the allegations in Paragraph 20 of the Complaint. 

21. Defendants admit entering into a Forbearance Agreement effective April 5, 2021, 

but deny the allegations in Paragraph 21 of the Complaint, including subparagraphs (a) through 

(d) thereof, provide complete and accurate terms of the Forbearance Agreement. Defendants 

further state that the Forbearance Agreement speaks for itself and therefore Defendants further 

deny any allegations contained in Paragraph 21 of the Complaint, including subparagraphs (a) 

through (d) thereof, that contradict or misconstrue the terms of the Forbearance Agreement. 

22. Defendants deny the allegations in Paragraph 22 of the Complaint. 

23. Defendants deny the allegations in Paragraph 23 of the Complaint. 

The Two Additional Promissory Notes Issued by HSI to Plaintiffs 

24. Defendants admit the allegations in Paragraph 24 of the Complaint. 

25. Defendants admit HSI executed a promissory note in the principal amount of 

$500,000.00, but deny the allegations in Paragraph 25 of the Complaint provide complete and 

accurate terms of the promissory note. Defendants further state that the promissory note speaks for 

itself and therefore Defendants further deny any allegations contained in Paragraph 25 of the 

Complaint that contradict or misconstrue the terms of the promissory note. 

26. Defendants admit HSI executed a promissory note in the principal amount of 

$500,000.00, but deny the allegations in Paragraph 26 of the Complaint provide complete and 

accurate terms of the promissory note. Defendants further state that the promissory note speaks for 

itself and therefore Defendants further deny any allegations contained in Paragraph 26 of the 

Complaint that contradict or misconstrue the terms of the promissory note. 

27. Defendants admit the allegations in Paragraph 27 of the Complaint. 

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28. Defendants deny the allegations in Paragraph 28 of the Complaint. 

29. Defendants admit HSI executed a promissory note in the principal amount of 

$547,750.00, but deny the allegations in Paragraph 29 of the Complaint provide complete and 

accurate terms of the promissory note. Defendants further state that the promissory note speaks for 

itself and therefore Defendants further deny any allegations contained in Paragraph 29 of the 

Complaint that contradict or misconstrue the terms of the promissory note. 

30. Defendants admit HSI executed a promissory note in the principal amount of 

$547,750.00, but deny the allegations in Paragraph 30 of the Complaint provide complete and 

accurate terms of the promissory note. Defendants further state that the promissory note speaks for 

itself and therefore Defendants further deny any allegations contained in Paragraph 30 of the 

Complaint that contradict or misconstrue the terms of the promissory note. 

31. Defendants admit the allegations in Paragraph 31 of the Complaint. 

32. Defendants deny the allegations in Paragraph 32 of the Complaint. 

33. Defendants admit entering into Forbearance Agreement effective April 5, 2021 and 

executing a promissory note in the principal amount of $547,750.00, but deny the allegations in 

Paragraph 33 of the Complaint provide complete and accurate terms of the Forbearance Agreement 

or promissory note. Defendants further state that the Forbearance Agreement and promissory note 

speak for themselves and therefore Defendants further deny any allegations contained in Paragraph 

33 of the Complaint that contradict or misconstrue the terms of the Forbearance Agreement or 

promissory note. 

34. Defendants deny the allegations in Paragraph 34 of the Complaint. 

35. Defendants admit HSI executed a promissory note in the principal amount of 

$265,000.00, but deny the allegations in Paragraph 35 of the Complaint provide complete and 

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accurate terms of the promissory note. Defendants further state that the promissory note speaks for 

itself and therefore Defendants further deny any allegations contained in Paragraph 35 of the 

Complaint that contradict or misconstrue the terms of the promissory note. 

36. Defendants admit HSI executed a promissory note in the principal amount of 

$265,000.00, but deny the allegations in Paragraph 36 of the Complaint provide complete and 

accurate terms of the promissory note. Defendants further state that the promissory note speaks for 

itself and therefore Defendants further deny any allegations contained in Paragraph 36 of the 

Complaint that contradict or misconstrue the terms of the promissory note. 

37. Defendants admit the allegations in Paragraph 37 of the Complaint. 

38. Defendants deny the allegations in Paragraph 38 of the Complaint. 

39. Defendants admit HSI executed a promissory note in the principal amount of 

$277,350.00, but deny the allegations in Paragraph 39 of the Complaint provide complete and 

accurate terms of the promissory note. Defendants further state that the promissory note speaks for 

itself and therefore Defendants further deny any allegations contained in Paragraph 39 of the 

Complaint that contradict or misconstrue the terms of the promissory note. 

40. Defendants admit HSI executed a promissory note in the principal amount of 

$277,350.00, but deny the allegations in Paragraph 40 of the Complaint provide complete and 

accurate terms of the promissory note. Defendants further state that the promissory note speaks for 

itself and therefore Defendants further deny any allegations contained in Paragraph 40 of the 

Complaint that contradict or misconstrue the terms of the promissory note. 

41. Defendants state that Defendant Swig signed an agreement of guaranty, but deny 

the allegations in Paragraph 41 of the Complaint provide complete and accurate terms of the 

agreement of guaranty. Defendants further state that the agreement of guaranty speaks for itself 

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and therefore Defendants further deny any allegations contained in Paragraph 41 of the Complaint 

that contradict or misconstrue the terms of the agreement of guaranty. 

42. Defendants deny the allegations in Paragraph 42 of the Complaint. 

43. Defendants admit entering into Forbearance Agreement effective April 5, 2021 and 

executing a promissory note in the principal amount of $277,350.00, but deny the allegations in 

Paragraph 43 of the Complaint provide complete and accurate terms of the Forbearance Agreement 

or promissory note. Defendants further state that the Forbearance Agreement and promissory note 

speak for themselves and therefore Defendants further deny any allegations contained in Paragraph 

43 of the Complaint that contradict or misconstrue the terms of the Forbearance Agreement or 

promissory note. 

44. Defendants deny the allegations in Paragraph 44 of the Complaint. 

Plaintiff Issues Four Loans to Dignity Gold, Guaranteed by Dignity Holdings and Swig 

45. Defendants are without sufficient information or knowledge to either admit or deny 

that any loans or advances were assigned to Plaintiff, and therefore deny such allegations in 

Paragraph 45 of the Complaint. Defendants admit the remaining allegations in Paragraph 45 of the 

Complaint. 

46. Defendants admit the allegations in Paragraph 46 of the Complaint, including 

footnote 1 thereto. 

47. Defendants admit Dignity Gold executed a promissory note in the principal amount 

of $350,000.00, but deny the allegations in Paragraph 47 of the Complaint provide complete and 

accurate terms of the promissory note. Defendants further state that the promissory note speaks for 

itself and therefore Defendants further deny any allegations contained in Paragraph 47 of the 

Complaint that contradict or misconstrue the terms of the promissory note. 

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48. Defendants admit Dignity Gold executed a promissory note in the principal amount 

of $350,000.00, but deny the allegations in Paragraph 48 of the Complaint provide complete and 

accurate terms of the promissory note. Defendants further state that the promissory note speaks for 

itself and therefore Defendants further deny any allegations contained in Paragraph 48 of the 

Complaint that contradict or misconstrue the terms of the promissory note. 

49. Defendants deny the allegations in Paragraph 49 of the Complaint, including 

footnote 2 thereto. 

50. Defendants admit Dignity Gold executed an extension agreement on or about 

August 31, 2020, but deny the allegations in Paragraph 50 of the Complaint provide complete and 

accurate terms of the extension agreement. Defendants further state that the extension agreement 

speaks for itself and therefore Defendants further deny any allegations contained in Paragraph 50 

of the Complaint that contradict or misconstrue the terms of the extension agreement. 

51. Defendants admit Dignity Gold executed a second promissory note in the principal 

amount of $350,000.00, but deny the allegations in Paragraph 51 of the Complaint provide 

complete and accurate terms of the promissory note. Defendants further state that the promissory 

note speaks for itself and therefore Defendants further deny any allegations contained in Paragraph 

51 of the Complaint that contradict or misconstrue the terms of the promissory note. 

52. Defendants admit Dignity Gold executed a second promissory note in the principal 

amount of $350,000.00, but deny the allegations in Paragraph 52 of the Complaint provide 

complete and accurate terms of the promissory note. Defendants further state that the promissory 

note speaks for itself and therefore Defendants further deny any allegations contained in Paragraph 

52 of the Complaint that contradict or misconstrue the terms of the promissory note. 

53. Defendants deny the allegations in Paragraph 53 of the Complaint. 

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54. Defendants admit Dignity Gold executed an extension agreement on or about 

August 31, 2020, but deny the allegations in Paragraph 54 of the Complaint provide complete and 

accurate terms of the extension agreement. Defendants further state that the extension agreement 

speaks for itself and therefore Defendants further deny any allegations contained in Paragraph 54 

of the Complaint that contradict or misconstrue the terms of the extension agreement. 

55. Defendants admit Dignity Gold executed a promissory note in the principal amount 

of $330,000.00, but deny the allegations in Paragraph 55 of the Complaint provide complete and 

accurate terms of the promissory note. Defendants further state that the promissory note speaks for 

itself and therefore Defendants further deny any allegations contained in Paragraph 55 of the 

Complaint that contradict or misconstrue the terms of the promissory note. 

56. Defendants admit Dignity Gold executed a promissory note in the principal amount 

of $330,000.00, but deny the allegations in Paragraph 56 of the Complaint provide complete and 

accurate terms of the promissory note. Defendants further state that the promissory note speaks for 

itself and therefore Defendants further deny any allegations contained in Paragraph 56 of the 

Complaint that contradict or misconstrue the terms of the promissory note. 

57. Defendants deny the allegations in Paragraph 57 of the Complaint. 

58. Defendants admit Dignity Gold executed an extension agreement on or about 

August 31, 2020, but deny the allegations in Paragraph 58 of the Complaint provide complete and 

accurate terms of the extension agreement. Defendants further state that the extension agreement 

speaks for itself and therefore Defendants further deny any allegations contained in Paragraph 58 

of the Complaint that contradict or misconstrue the terms of the extension agreement. 

59. Defendants admit Dignity Gold executed a promissory note in the principal amount 

of $285,000.00, but deny the allegations in Paragraph 59 of the Complaint provide complete and 

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accurate terms of the promissory note. Defendants further state that the promissory note speaks for 

itself and therefore Defendants further deny any allegations contained in Paragraph 59 of the 

Complaint that contradict or misconstrue the terms of the promissory note. 

60. Defendants admit Dignity Gold executed a promissory note in the principal amount 

of $285,000.00, but deny the allegations in Paragraph 60 of the Complaint provide complete and 

accurate terms of the promissory note. Defendants further state that the promissory note speaks for 

itself and therefore Defendants further deny any allegations contained in Paragraph 60 of the 

Complaint that contradict or misconstrue the terms of the promissory note. 

61. Defendants deny the allegations in Paragraph 61 of the Complaint. 

62. Defendants are without sufficient information or knowledge to either admit or deny 

the allegations in Paragraph 62 of the Complaint, and therefore deny the allegations. 

Count I 

(Action on Promissory Notes/Credit Line Loan Agreement Against HSI) 

63. Defendants incorporate by reference their responses to Paragraphs 1 through 62 of 

the Complaint as if fully set forth herein. 

64. Defendants admit the allegations in Paragraph 64 of the Complaint. 

65. Defendants admit HSI entered into a Credit Line Loan Agreement on or about 

August 9, 2018, but deny the allegations in Paragraph 65 of the Complaint provide complete and 

accurate terms of the Credit Line Loan Agreement. Defendants further state that the Credit Line 

Loan Agreement speaks for itself and therefore Defendants further deny any allegations contained 

in Paragraph 65 of the Complaint that contradict or misconstrue the terms of the Credit Line Loan 

Agreement . 

66. Defendants are without sufficient information or knowledge to either admit or deny 

the allegations in Paragraph 66, and therefore the allegations are denied. 

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67. Defendants admit the Credit Line Loan Agreement has been amended, modified, 

and extended, but deny the allegations in Paragraph 67 of the Complaint provide complete and 

accurate terms of the modifications, amendments, and extensions of the Credit Line Loan 

Agreement. Defendants further state that the modifications, amendments, and extensions to the 

Credit Line Loan Agreement speaks for themselves and therefore Defendants further deny any 

allegations contained in Paragraph 67 of the Complaint that contradict or misconstrue the terms of 

the modifications, amendments, and extensions to the Credit Line Loan Agreement. 

68. Defendants admit the Credit Line Loan Agreement has been amended, modified, 

and extended, but deny the allegations in Paragraph 68 of the Complaint provide complete and 

accurate terms of the modifications, amendments, and extensions of the Credit Line Loan 

Agreement. Defendants further state that the modifications, amendments, and extensions to the 

Credit Line Loan Agreement speaks for themselves and therefore Defendants further deny any 

allegations contained in Paragraph 68 of the Complaint that contradict or misconstrue the terms of 

the modifications, amendments, and extensions to the Credit Line Loan Agreement. 

69. Defendants admit HSI entered into a modification and extension agreement of the 

Credit Line Loan Agreement on or about November 5, 2020, but deny the allegations in Paragraph 

69 of the Complaint provide complete and accurate terms of the modification and extension 

agreement of the Credit Line Loan Agreement. Defendants further state that the modification and 

extension agreement of the Credit Line Loan Agreement speaks for itself and therefore Defendants 

further deny any allegations contained in Paragraph 69 of the Complaint that contradict or 

misconstrue the terms of the modification and extension agreement of the Credit Line Loan 

Agreement. 

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70. Defendants admit HSI entered into a Credit Line Loan Agreement but deny the 

allegations in Paragraph 70 of the Complaint, including subparagraphs (a) through (ii) thereof, 

provide complete and accurate terms of the Credit Line Loan Agreement. Defendants further state 

that the Credit Line Loan Agreement speaks for itself and therefore Defendants further deny any 

allegations contained in Paragraph 70 of the Complaint, including subparagraphs (a) through (ii) 

thereof, that contradict or misconstrue the terms of the Credit Line Loan Agreement. 

71. Defendants deny the allegations in Paragraph 71 of the Complaint. 

72. Defendants are without sufficient information or knowledge to either admit or deny 

the allegations in Paragraph 72, and therefore deny the allegations. 

73. Defendants deny the allegations in Paragraph 73 of the Complaint. 

74. Defendants deny the allegations in Paragraph 74 of the Complaint. 

75. Defendants deny the allegation that “only one payment of $100,000.00 was ever 

made [on the Forbearance Agreement] and, thus, Plaintiff’s obligation to refrain from collection 

action had ceased on June 1, 2021.” Defendants admit HSI entered into a Forbearance Agreement 

but deny the allegations in Paragraph 75 of the Complaint provide complete and accurate terms of 

the Forbearance Agreement. Defendants further state that the Forbearance Agreement speaks for 

itself and therefore Defendants further deny any allegations contained in Paragraph 75 of the 

Complaint that contradict or misconstrue the terms of the Forbearance Agreement. 

76. Defendants deny the allegations in Paragraph 76 of the Complaint. 

77. Defendants deny the allegations in Paragraph 77 of the Complaint. 

Denied that Plaintiff is entitled to any of the relief requested in the WHEREFORE clause 

following Paragraph 77. 

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Count II 

(Action on April 15, 2020 Promissory Note Against HSI) 

78. Defendants incorporate by reference their responses to Paragraphs 1 through 62 of 

the Complaint as if set forth fully herein. 

79. Defendants admit HSI executed a promissory note in the principal amount of 

$547,750.00, but deny the allegations in Paragraph 79 of the Complaint provide complete and 

accurate terms of the promissory note. Defendants further state that the promissory note speaks for 

itself and therefore Defendants further deny any allegations contained in Paragraph 79 of the 

Complaint that contradict or misconstrue the terms of the promissory note. 

80. Defendants admit HSI executed a promissory note in the principal amount of 

$547,750.00, but deny the allegations in Paragraph 80 of the Complaint provide complete and 

accurate terms of the promissory note. Defendants further state that the promissory note speaks for 

itself and therefore Defendants further deny any allegations contained in Paragraph 80 of the 

Complaint that contradict or misconstrue the terms of the promissory note. 

81. Defendants are without sufficient information or knowledge to either admit or deny 

the allegations in Paragraph 81, and therefore deny the allegations. 

82. Defendants deny the allegations in Paragraph 82 of the Complaint. 

83. Defendants deny the allegations in Paragraph 83 of the Complaint. 

84. Defendants deny the allegations in Paragraph 84 of the Complaint. 

Denied that Plaintiff is entitled to any of the relief requested in the WHEREFORE clause 

following Paragraph 84. 

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Count III 

(Action on June 11, 2020 Promissory Note Against HSI) 

85. Defendants incorporate by reference their responses to Paragraphs 1 through 62 of 

the Complaint as if set forth fully herein. 

86. Defendants admit HSI executed a promissory note in the principal amount of 

$277,350.00, but deny the allegations in Paragraph 86 of the Complaint provide complete and 

accurate terms of the promissory note. Defendants further state that the promissory note speaks for 

itself and therefore Defendants further deny any allegations contained in Paragraph 86 of the 

Complaint that contradict or misconstrue the terms of the promissory note. 

87. Defendants admit HSI executed a promissory note in the principal amount of 

$277,350.00, but deny the allegations in Paragraph 87 of the Complaint provide complete and 

accurate terms of the promissory note. Defendants further state that the promissory note speaks for 

itself and therefore Defendants further deny any allegations contained in Paragraph 87 of the 

Complaint that contradict or misconstrue the terms of the promissory note. 

88. Defendants are without sufficient information or knowledge to either admit or deny 

the allegations in Paragraph 88, and therefore deny the allegations. 

89. Defendants deny the allegations in Paragraph 89 of the Complaint. 

90. Defendants deny the allegations in Paragraph 90 of the Complaint. 

91. Defendants deny the allegations in Paragraph 91 of the Complaint. 

Denied that Plaintiff is entitled to any of the relief requested in the WHEREFORE clause 

following Paragraph 91. 

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Count IV 

(Action on the Four Dignity Gold Promissory Notes) 

92. Defendants incorporate by reference their responses to Paragraphs 1 through 62 of 

the Complaint as if set forth fully herein. 

93. Defendants admit Dignity Gold executed a promissory note in the principal amount 

of $350,000.00, but deny the allegations in Paragraph 93 of the Complaint provide complete and 

accurate terms of the promissory note. Defendants further state that the promissory note speaks for 

itself and therefore Defendants further deny any allegations contained in Paragraph 93 of the 

Complaint that contradict or misconstrue the terms of the promissory note. 

94. Defendants admit Dignity Gold executed a promissory note in the principal amount 

of $350,000.00, but deny the allegations in Paragraph 94 of the Complaint provide complete and 

accurate terms of the promissory note. Defendants further state that the promissory note speaks for 

itself and therefore Defendants further deny any allegations contained in Paragraph 94 of the 

Complaint that contradict or misconstrue the terms of the promissory note. 

95. Defendants admit Dignity Gold executed a second promissory note in the principal 

amount of $350,000.00, but deny the allegations in Paragraph 95 of the Complaint provide 

complete and accurate terms of the promissory note. Defendants further state that the promissory 

note speaks for itself and therefore Defendants further deny any allegations contained in Paragraph 

95 of the Complaint that contradict or misconstrue the terms of the promissory note. 

96. Defendants admit Dignity Gold executed a second promissory note in the principal 

amount of $350,000.00, but deny the allegations in Paragraph 96 of the Complaint provide 

complete and accurate terms of the promissory note. Defendants further state that the promissory 

note speaks for itself and therefore Defendants further deny any allegations contained in Paragraph 

96 of the Complaint that contradict or misconstrue the terms of the promissory note. 

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97. Defendants admit Dignity Gold executed a promissory note in the principal amount 

of $330,000.00, but deny the allegations in Paragraph 97 of the Complaint provide complete and 

accurate terms of the promissory note. Defendants further state that the promissory note speaks for 

itself and therefore Defendants further deny any allegations contained in Paragraph 97 of the 

Complaint that contradict or misconstrue the terms of the promissory note. 

98. Defendants admit Dignity Gold executed a promissory note in the principal amount 

of $330,000.00, but deny the allegations in Paragraph 98 of the Complaint provide complete and 

accurate terms of the promissory note. Defendants further state that the promissory note speaks for 

itself and therefore Defendants further deny any allegations contained in Paragraph 98 of the 

Complaint that contradict or misconstrue the terms of the promissory note. 

99. Defendants admit Dignity Gold executed a promissory note in the principal amount 

of $285,000.00, but deny the allegations in Paragraph 99 of the Complaint provide complete and 

accurate terms of the promissory note. Defendants further state that the promissory note speaks for 

itself and therefore Defendants further deny any allegations contained in Paragraph 99 of the 

Complaint that contradict or misconstrue the terms of the promissory note. 

100. Defendants admit Dignity Gold executed a promissory note in the principal amount 

of $285,000.00, but deny the allegations in Paragraph 100 of the Complaint provide complete and 

accurate terms of the promissory note. Defendants further state that the promissory note speaks for 

itself and therefore Defendants further deny any allegations contained in Paragraph 100 of the 

Complaint that contradict or misconstrue the terms of the promissory note. 

101. Defendants admit Dignity Gold executed an extension agreement on or about 

August 31, 2020, but deny the allegations in Paragraph 101 of the Complaint provide complete 

and accurate terms of the extension agreement. Defendants further state that the extension 

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agreement speaks for itself and therefore Defendants further deny any allegations contained in 

Paragraph 101 of the Complaint that contradict or misconstrue the terms of the extension 

agreement. 

102. Defendants are without sufficient information or knowledge to either admit or deny 

the allegations in Paragraph 102, and therefore deny the allegations. 

103. Defendants deny the allegations in Paragraph 103 of the Complaint. 

104. Defendants deny the allegations in Paragraph 104 of the Complaint. 

105. Defendants deny the allegations in Paragraph 105 of the Complaint. 

106. Defendants deny the allegations in Paragraph 106 of the Complaint. 

107. Defendants deny the allegations in Paragraph 107 of the Complaint. 

108. Defendants deny the allegations in Paragraph 108 of the Complaint. 

Denied that Plaintiff is entitled to any of the relief requested in the WHEREFORE clause 

following Paragraph 108. 

Count IV1 

(Action on Guarantees Against Swig) 

109. Defendants incorporate by reference their responses to Paragraphs 1 through 108 

of the Complaint as if fully set forth herein. 

110. Defendants admit Defendant Swig executed a Guaranty on or about August 9, 2018 

but deny the allegations in Paragraph 110 of the Complaint provide complete and accurate terms 

of the Guaranty. Defendants further state that the Guaranty speaks for itself and therefore 

Defendants further deny any allegations contained in Paragraph 110 of the Complaint that 

contradict or misconstrue the terms of the Guaranty. 

1

 The Complaint contains two “Count IVs”. 

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111. Defendants are without sufficient information or knowledge to either admit or deny 

the allegations in Paragraph 111 and footnote 3 thereto, and therefore deny the allegations. 

112. Defendants admit Defendant Swig executed a Guaranty on or about August 9, 2018 

but deny the allegations in Paragraph 112 of the Complaint provide complete and accurate terms 

of the Guaranty. Defendants further state that the Guaranty speaks for itself and therefore 

Defendants further deny any allegations contained in Paragraph 112 of the Complaint that 

contradict or misconstrue the terms of the Guaranty. 

113. Defendants admit Defendant Swig executed the Guaranty on or about August 9, 

2018 but deny the allegations in Paragraph 113 of the Complaint provide complete and accurate 

terms of the extension agreement. Defendants further state that the Guaranty speaks for itself and 

therefore Defendants further deny any allegations contained in Paragraph 113 of the Complaint 

that contradict or misconstrue the terms of the Guaranty. 

114. Defendants deny the allegations in Paragraph 114 of the Complaint. 

115. Defendants deny the allegations in Paragraph 115 of the Complaint. 

116. Defendants admit Defendant Swig executed the guaranty agreements referenced in 

Paragraph 116 of the Complaint, and subparts (a)-(f) thereto, but deny the allegations in Paragraph 

116 of the Complaint, and subparts (a)-(f) thereto, provide complete and accurate terms of the 

guaranty agreements. Defendants further state that the guaranty agreements speak for themselves 

and therefore Defendants further deny any allegations contained in Paragraph 116 of the 

Complaint, and subparts (a)-(f) thereto, that contradict or misconstrue the terms of the guaranty 

agreements. 

117. Defendants admit Defendant Swig executed the guaranty agreements referenced in 

Paragraph 116 of the Complaint, but deny the allegations in Paragraph 117 of the Complaint 

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provide complete and accurate terms of the guaranty agreements. Defendants further state that the 

guaranty agreements speak for themselves and therefore Defendants further deny any allegations 

contained in Paragraph 117 of the Complaint that contradict or misconstrue the terms of the 

guaranty agreements. 

118. Defendants deny the allegations in Paragraph 118 of the Complaint. 

119. Defendants deny the allegations in Paragraph 119 of the Complaint. 

120. Defendants deny the allegations in Paragraph 120 of the Complaint. 

121. Defendants deny the allegations in Paragraph 121 of the Complaint. 

122. Defendants deny the allegations in Paragraph 122 of the Complaint. 

Denied that Plaintiff is entitled to any of the relief requested in the WHEREFORE clause 

following Paragraph 122. 

Count V 

(Action on Guarantees Against Dignity Holding) 

123. Defendants incorporate by reference their response Paragraphs 1 through 62 and 93 

through 108 of the Complaint as if fully set forth herein. 

124. Defendants admit Dignity Holdings executed a Guaranty on or about March 5, 

2020, but deny the allegations in Paragraph 124 of the Complaint provide complete and accurate 

terms of the Guaranty. Defendants further state that the Guaranty speaks for itself and therefore 

Defendants further deny any allegations contained in Paragraph 124 of the Complaint that 

contradict or misconstrue the terms of the Guaranty. 

125. Defendants admit Dignity Holdings executed a Guaranty on or about March 5, 

2020, but deny the allegations in Paragraph 125 of the Complaint provide complete and accurate 

terms of the Guaranty. Defendants further state that the Guaranty speaks for itself and therefore 

Case 9:22-cv-81448-DMM Document 11 Entered on FLSD Docket 10/25/2022 Page 19 of 25
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Defendants further deny any allegations contained in Paragraph 125 of the Complaint that 

contradict or misconstrue the terms of the Guaranty. 

126. Defendants admit Dignity Holdings executed a Guaranty on or about April 15, 

2020, but deny the allegations in Paragraph 126 of the Complaint provide complete and accurate 

terms of the Guaranty. Defendants further state that the Guaranty speaks for itself and therefore 

Defendants further deny any allegations contained in Paragraph 126 of the Complaint that 

contradict or misconstrue the terms of the Guaranty. 

127. Defendants admit Dignity Holdings executed a Guaranty on or about April 15, 

2020, but deny the allegations in Paragraph 127 of the Complaint provide complete and accurate 

terms of the Guaranty. Defendants further state that the Guaranty speaks for itself and therefore 

Defendants further deny any allegations contained in Paragraph 127 of the Complaint that 

contradict or misconstrue the terms of the Guaranty. 

128. Defendants admit Dignity Holdings executed a Guaranty on or about June 1, 2020, 

but deny the allegations in Paragraph 128 of the Complaint provide complete and accurate terms 

of the Guaranty. Defendants further state that the Guaranty speaks for itself and therefore 

Defendants further deny any allegations contained in Paragraph 128 of the Complaint that 

contradict or misconstrue the terms of the Guaranty. 

129. Defendants admit Dignity Holdings executed a Guaranty on or about June 1, 2020, 

but deny the allegations in Paragraph 129 of the Complaint provide complete and accurate terms 

of the Guaranty. Defendants further state that the Guaranty speaks for itself and therefore 

Defendants further deny any allegations contained in Paragraph 129 of the Complaint that 

contradict or misconstrue the terms of the Guaranty. 

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130. Defendants admit Dignity Holdings executed a Guaranty on or about August 31, 

2020, but deny the allegations in Paragraph 130 of the Complaint provide complete and accurate 

terms of the Guaranty. Defendants further state that the Guaranty speaks for itself and therefore 

Defendants further deny any allegations contained in Paragraph 130 of the Complaint that 

contradict or misconstrue the terms of the Guaranty. 

131. Defendants admit Dignity Holdings executed a Guaranty on or about June 1, 2020, 

but deny the allegations in Paragraph 131 of the Complaint provide complete and accurate terms 

of the Guaranty. Defendants further state that the Guaranty speaks for itself and therefore 

Defendants further deny any allegations contained in Paragraph 131 of the Complaint that 

contradict or misconstrue the terms of the Guaranty. 

132. Defendants deny the allegations in Paragraph 132 of the Complaint. 

133. Defendants deny the allegations in Paragraph 133 of the Complaint. 

134. Defendants deny the allegations in Paragraph 134 of the Complaint. 

Denied that Plaintiff is entitled to any of the relief requested in the WHEREFORE clause 

following Paragraph 134. 

AFFIRMATIVE DEFENSES 

 Defendants assert the following defenses, undertaking the burden of proof only as to those 

defenses that are deemed by law to be affirmative defenses. Defendants have not yet had an 

opportunity to complete discovery in this matter, and therefore have not waived any applicable 

defenses and reserve the right to amend or supplement these defenses. 

FIRST AFFIRMATIVE DEFENSE 

(Payment) 

Plaintiff cannot establish a prima facie case for breach of the Credit Line Loan Agreement, 

Forbearance Agreement, or any of the promissory notes or guarantees referenced in the Complaint, 

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because Defendants have paid Plaintiff all principal and interests owed thereunder. Specifically, 

on or around December 8, 2021, Defendants issued 5 million Dignity (“DIGAU”) cryptocurrency 

tokens to Ted Doukas, acting on behalf of Plaintiff, to “pay for ALL of the loans that we have with 

[Doukas and Plaintiff] total[ing] approximately $5 million.” Plaintiff accepted payment of the 

Dignity tokens, and therefor has been paid in full. 

SECOND AFFIRMATIVE DEFENSE 

(Accord and Satisfaction) 

Plaintiff was fully compensated in accordance with the terms of the Forbearance 

Agreement and all promissory notes or guarantees referenced in the Complaint, and Plaintiff 

voluntarily accepted such compensation. On or around December 8, 2021, Defendants issued 5 

million Dignity cryptocurrency tokens to Ted Doukas, acting on behalf of Plaintiff, to “pay for 

ALL of the loans that we have with [Doukas and Plaintiff] total[ing] approximately $5 million.” 

Plaintiff accepted the Dignity tokens as repayment of the loans sued on in the Complaint, and 

therefore Plaintiff’s claims are barred by the doctrine of accord and satisfaction. 

THIRD AFFIRMATIVE DEFENSE 

(Lack of Standing/Ownership) 

Plaintiff’s claims may be barred because Breton Equity Company Corp. (“Breton”), not 

Plaintiff, may be the owner of some or all of the claims advanced in the Complaint. Breton is not 

a party to this action and Plaintiff did not attach any assignments from Breton to Plaintiff to the 

Complaint. 

FOURTH AFFIRMATIVE DEFENSE 

(Waiver & Estoppel) 

Plaintiff’s claims are barred by the equitable doctrines of waiver and estoppel. Specifically, 

on or around December 8, 2021, Defendants issued 5 million Dignity (“DIGAU”) cryptocurrency 

tokens to Ted Doukas, acting on behalf of Plaintiff, to “pay for ALL of the loans that we have with 

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[Doukas and Plaintiff] total[ing] approximately $5 million.” Plaintiff accepted payment of the 

Dignity tokens, and therefore waived any alleged breaches of the Forbearance Agreement and all 

promissory notes or guarantees referenced in the Complaint. Moreover, because Plaintiff has 

accepted payment of the Dignity tokens, it is estopped from asserting the claims in the Complaint. 

FIFTH AFFIRMATIVE DEFENSE 

(Release) 

Plaintiff’s causes of action are, or may be, barred in whole or in part to the extent that 

Plaintiff has released, settled, entered into an accord and satisfaction, or otherwise compromised 

those causes of action.. Specifically, on or around December 8, 2021, Defendants issued 5 million 

Dignity (“DIGAU”) cryptocurrency tokens to Ted Doukas, acting on behalf of Plaintiff, to “pay 

for ALL of the loans for ALL of the loans that we have with [Doukas and Plaintiff] total[ing] 

approximately $5 million.” Plaintiff accepted payment of the Dignity tokens, and therefore has 

released the claims asserted in the Complaint. 

GENERAL DENIAL AND NON-WAIVER 

Each and every allegation in the Complaint not specifically admitted is denied and the 

failure to deny a specific allegation, or assert a specific defense, shall not be deemed to be an 

admission of an allegation, or a waiver of a defense. 

Date: October 25, 2022 Respectfully submitted, 

GREENBERG TRAURIG, P.A. 

333 S.E. 2nd Avenue, Suite 4400

Miami, Florida 33131 

Telephone: (305) 579-0816 

Facsimile: (305) 579-0717 

By: /s/ Enjoliqué A. Lett_________ 

JAMES E. GILLENWATER 

Florida Bar No. 1013518 

 Email: gillenwaterj@gtlaw.com 

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 ENJOLIQUÉ A. LETT 

 Florida Bar No. 0104881 

 Email: enjolique.lett@gtlaw.com

Counsel for Defendants 

CERTIFICATE OF SERVICE 

I HEREBY CERTIFY that on this 25th day of October 2022, I electronically filed the 

foregoing document with the Clerk of the Court using CM/ECF. I also certify that the foregoing 

document is being served this day on all counsel of record via transmission of Notices of Electronic 

Filing generated by CM/ECF. 

/s/ Enjoliqué A. Lett 

ENJOLIQUÉ A. LETT 

SERVICE LIST 

ROBERT S. GERSHMAN 

Florida Bar No. 917397 

2160 W. Atlantic Avenue, 2nd Floor 

Delray Beach, Florida 33445 

Telephone: (561) 684-8898 

Facsimile: (561) 998-5868 

Primary e-mail: robert@rglawfirm.us 

Counsel for Plaintiff

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