FRDEDOMROADS, LLC,

a limited liabitity company,

Plaintiff,

MIDWEST ADVENTURS

BUILDS LLC, a limited liability

company, and WALTER HOLEM,

an individualn

Defendants.

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT QF X'LORIDA

Case No.

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COMPLAINT

Plaintiff FreedomRoads, LLC, for its causes of action against Defendants, Midwest

Adventure Builds LLC, and Walter Holem, states as follows:

PARTIES

1. Plaintiff FreedomRoads, LLC ("PlaintifP' or "FreedomRoads"), is a limited

liability company organized under the laws of the State of Minnesot4 with its principal place of

business located at250 Parkway Drive, Suite 270, Lincolnshire, Illinois 60069.

2. Upon information and belief, Defendant, Midwest Adventure Builds LLC

("Midwest"), is a limited liability company organized under the laws of the State of Florida,

with its principal place of business located at 313 Datura Street, Suite 200, West Palm Beach,

Florida 33401. Midwest may be served via its registered agent, Walter Holem, at 313 Datura

Street, Suite 200, West Palm Beach, Florida 33401.

Case 9:22-cv-81305-DMM Document 1 Entered on FLSD Docket 08/23/2022 Page 1 of 25
3. Upon information and belief, Defendant, Walter Holem (o'Holern"), is an

individual who is designated as Midwest's manager, owner, and registered agent and may be

served individually at3l3 Datura Street, Suite 200, West Palm Beach, Florida 33401.

.IuFrsqrgrroN AJyp V4NUE

4. This Court has subject matter jurisdiction under 28 U.S.C. $ 1332 because the

amount in controversy exceeds $75,000.00, exclusive of interest and costs, and the parties are

citizens of different States.

5. Venue is proper in this Court pursuant to 28 U.S.C $ 1391(bxl) because Midwest

and Holem reside in this judicial district.

rAcruAL aLLEqATTONS

6. On or about May 3, 2021, FreedomRoads and Midwest entered into a RV Dealer

Sales and Service Agreement (the "Agreement"). The Agreement is attached hereto as Exhibit

1.

7. Pursuant to Section 2 of the Agreement, Midwest agreed to manufacture, sell, and

deliver fifteen (15) units of the Midwest Adventure Builds Modem Buggy Little Buggy line of

travel trailers (the "Little Buggy Product")'owithin six (7) [sic] months" of May 3,2021.

8. Pursuant to Section 3 of the Agreement, FreedomRoads agreed to pay Midwest

$16,900.00 for each unit of the Little Buggy Product. On May 4,2021, FreedomRoads wired

$253,500.00 to Midwest, which represented the total payment for the fifteen (15) units of the

Little Buggy Product.

9. To date, Midwest has only delivered eight (8) out of the fifteen (15) units of the

Little Buggy Product to FreedomRoads. To date, Midwest has failed and/or refused to deliver

the remaining seven (7) units of the Little Buggy Product to FreedomRoads.

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10. Pursuant to Section 2 of the Agreement, Midwest was obligated to deliver all

fifteen (15) units of the Little Buggy Product to FreedomRoads by December 3,2021, at the

latest. Midwest failed to deliver all fifteen (15) units of the Little Buggy Product in accordance

with Section 2 of the Agreement.

11. Section 11 of the Agreement expressly states that Midwest's oofailure to make

available or deliver the Little Buggy Product in the time and manner provided for in this

Agreement" "shall constitute a material default under this Agreement[.]"

12. Pursuant to Section 4 of the Agreement, the Agreement was terminated no later

than December 3, 2021. Section 4 expressly states that upon termination of the Agreement, "all

purchase orders are automatically terminated, including any units that have not been delivered to

[FreedomRoads] as of the termination date."

13. On or about December 8,2021, FreedomRoads demanded that Midwest return the

$118,300.00 representing the outstanding balance paid by FreedomRoads for the seven (7) units

of the Little Buggy Product that Midwest failed to deliver to FreedomRoads. The demand letter

sent by FreedomRoads to Midwest is attached hereto as s!!!!!!.

14. On or about January 12,2022,Holem promised, and personally guaranteed, that

he would pay the $118,300.00 outstanding balance to FreedomRoads through a payment

schedule consisting of $20,000 per month until the outstanding balance was satisfied (the

ooGuarantee"). The Guarantee sent by Holem to FreedomRoads is attached hereto as Exhibit 3.

15. Holem further stated in the Guarantee that Midwest was expected to begin

profiting in April 2022 and that he would be "winning" an unrelated lawsuit signiffing that he

would be able to pay the $118,300.00 outstanding balance to FreedomRoads.

J

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16. Qn May 13, 2022, about four (a) months after the Guarantee was made, Holem

represented to FreedomRoads that Midwest was "no longer operating, has no assets, and will

longer be in business." A copy of the correspondence from Holem to FreedomRoads is attached

hereto as@!.

I7. To date, and despite the demand by FreedomRoads and Holem's personal

guarantee that the balance would be paid, Midwest or Holem have not retumed the $118,300.00

representing the outstanding balance paid by FreedomRoads for the seven (7) units of the Little

Buggy Product that Midwest failed to deliver to FreedomRoads.

18. All conditions precedent to the filing of this action have been satisfied, performed,

waived or excused.

COUNT I

BREACH OX' CONTRACT AGAINST MIDWEST

19. FreedomRoads adopts and incorporates paragraphs l-2,4-13, and 17-18 of this

Complaint as if fully set forth herein.

20. The Agreement is a valid and enforceable contract between FreedomRoads and

Midwest.

21. Pursuant to the Agreement, FreedomRoads paid $253,500.00 to Midwest for

fifteen (15) units of the Little Buggy Product.

22, Midwest breached the Agreement by failing to deliver all fifteen (15) units of the

Little Buggy Product to FreedomRoads. Instead, Midwest delivered only eight (8) units of the

Little Buggy Product to FreedomRoads.

23. To date, and well past the agreed upon deadline for delivery, Midwest has failed

to deliver the remaining seven (7) units of the Little Buggy Product to FreedomRoads.

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24. Midwest has not paid back any portion of the $118,300.00 representing the

outstanding balance paid by FreedomRoads for the seven (7) units of the Little Buggy Product

that Midwest failed to deliver tq FreedomRoads.

25. Midwest has breached the Agreement with FreedomRoads.

26. FreedomRoads fully performed under the Agreement.

27. FreedomRoads has suffered damages as a result of Midwest's breach of the

Agreement, which include the $118,300.00 representing the outstanding balance paid by

FreedomRoads for the seven (7) units of the Little Buggy Product that Midwest failed to deliver

to FreedomRoads and business damages, including lost profits arising from Midwest's failure to

deliver all fifteen (15) units of the Little Buggy Product to FreedomRoads.

28. Pursuant to Section 12 of the Agreement, FreedomRoads is entitled to recover all

costs and expenses arising out Midwest's breach of the Agreement, including all out-of-pocket

costs ofcollection, court costs, and attorneys'fees and expenses.

couNT II

CONVERSION AGAINST MIDWEST

29. FreedomRoads adopts and incorporates paragraphs l-2, 4-13, and 17-18 of this

Complaint as if fully set forth herein.

30. By accepting the $253,500.00 from FreedomRoads, which represented the total

payment for the fifteen (15) units of the Little Buggy Product, without delivering all fifteen (15)

units of the Little Buggy Product to FreedomRoadso Midwest committed an act of dominion

wrongfully asserted over money that belonged to FreedomRoads.

31. In this case, conversion is appropriate because Midewest lied to FreedomRoads

when it represented that Midewest would be the party manufacturing the Little Buggy Product,

when that was not the case. Midewest also lied to FreedomRoads regarding its ability to

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Case 9:22-cv-81305-DMM Document 1 Entered on FLSD Docket 08/23/2022 Page 5 of 25
manufacture the fifteen (15) units of the Little Buggy Product by a certain date when at the time

Midwest made the representation, it knew it could not do so.

32. In this case, money is an appropriate subject of conversion because the money

paid by FreedomRoads to Midwest was for the express purpose of purchasing the Little Buggy

Product.

33. Midwest converted $118,300.00 of the $253,500.00 because FreedomRoads paid

for fifteen (15) units of the Little Buggy Product but Midwest only delivered seven (7) units of

the Little Buggy Product and refused to return the $118,300.00 to FreedomRoads.

34. Such unauthorized acts have deprived Plaintiff of the $118,300.00 permanently or

for an indefinite time.

35. The deprivation is inconsistent with PlaintifPs ownership interest in its

$118,300.00.

36. As a direct and proximate result of Midwest's conversion of FreedomRoads'

funds, FreedomRoads is entitled to recover damages from Midwest in an amount to be

determined at trial.

cor{NT III

MONEY HAD AND RECEIVED AGAINST MIDWEST

37. FreedomRoads adopts and incorporates paragraphs l-2,4-5,9, 13, and 17-18 of

this Complaint as if fully set forth herein

38. Midwest received possession of $253,500.00 from FreedomRoads, which

represented the total payment for the fifteen (15) units of the Little Buggy Product. However,

Midwest delivered only eight (8) units of the Little Buggy Product to FreedomRoads.

39. Midwest received the $253,500.00 from FreedomRoads due to either a mistake of

fact or upon consideration in the agreement which has failed.

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40. Despite demand, Midwest has not paid back any portion of the $118,300.00

representing the outstanding balance paid by FreedomRoads for the seven (7) units of the Little

Buggy Product that Midwest failed to deliver to FreedomRoads.

41. A claim for money had and received lies because Midwest accepted and retained

$118,300.00 from FreedomRoads despite failing to deliver all fifteen (15) units of the Little

Buggy Product to FreedomRoads.

42. Midwest should be required to pay back to FreedomRoads the $118,300.00,

which represents the outstanding balance paid by FreedomRoads for the seven (7) units of the

Little Buggy Product that Midwest failed to deliver to FreedomRoads.

couNT rv

UNJUST ENRIPHMENT AGAII\iPT TIIDWEST AND HOLEM

43. FreedomRoads adopts and incorporates paragraphs l-5,9,13, and 17-18 of this

Complaint as if fully set forth herein

44. Midwest and Holem, as owner and manager of Midwest, received possession of

$253,500.00 from FreedomRoads, which represented the total payment for the fifteen (15) units

of the Little Buggy Product. However, Midwest delivered only eight (8) units of the Little

Buggy Product to FreedomRoads.

45. FreedomRoads conferred a valuable benefit upon Midwest and Holem by paying

$253,500.00 for the fifteen (15) units of the Little Buggy Product.

46. Midwest and Holem appreciated the benefit by voluntarily accepting the

$253,500.00 from FreedomRoads and retaining $l18,300.00 despite failing to delivery seven (7)

units of the Little Buggy Product.

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47. To date, Midwest or Holem have not paid the $118,300.00 outstanding balance to

FreedomRoads nor have they delivered the seven (7) units of the Little Buggy Porduct that

Midwest originally failed to deliver to FreedomRoads.

48. The circumstances are such that it would be inequitable for Midwest and Holem

to retain $118,300.00 without delivering the seven (7) units of the Little Buggy Product that

Midwest originally failed to deliver to FreedomRoads.

COUNT V

B.REACH OF' GUARANTEE AGAINST HOLEM

49. FreedomRoads adopts and incorporates paragraphs 1-18 of this Complaint as if

fully set forth herein.

50. On or about January 12,2022, Holem promised in writing that he would pay the

$118,300.00 outstanding balance to FreedomRoads through a payment schedule consisting of

$20,000 per month until the outstanding balance was satisfied.

51. Holem's written Guarantee to pay the outstanding balance owed by Midwest is a

valid and enforceable contract.

52. Holem breached the Guarantee by failing to make payment whatsoever to

FreedomRoads under the Guarantee.

53. As a direct and proximate result of Holem's breach of the Guarantee,

FreedomRoads has been damaged.

54. Pursuant to the Guarantee, FreedomRoads is entitled to recover the $118,300.00

representing the outstanding balance paid by FreedomRoads for the seven (7) units of the Little

Buggy Product that Midwest failed to deliver to FreedomRoads.

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Case 9:22-cv-81305-DMM Document 1 Entered on FLSD Docket 08/23/2022 Page 8 of 25
COUNT VI

FRAUDULENT INDUCEMENT AGAINST HOLEM

55. FreedomRoads adopts and incorporates paragraphs 1-18 of this Complaint as if

fully set forth herein.

56. Holem promised in witing that he would pay the $118,300.00 outstanding

balance owed by Midwest to FreedomRoads through a payment schedule consisting of $20,000

per month until the outstanding balance was satisfied.

57. Holem further stated in the Guarantee that Midwest was expected to begin

profiting in Aprit 2022 and that Holem was expecting to "win" an unrelated lawsuit to fund the

$118,300.00 payment to FreedomRoads for the outstanding balance.

58. On or about May 13, 2022, four (4) months after the Guarantee was made, Holem

represented to FreedomRoads that Midwest was no longer operating, had no assets, and was no

longer in business.

59. To date, Holem has failed to pay the $118,300.00 outstanding balance.

60. Holem knew or should have known of the falsity of his statement that he would

pay the $118,300.00 outstanding balance to FreedomRoads.

61. Holem intended that his representations would induce FreedomRoads to rely on

his statement that he would pay the $118,300.00 outstanding balance and forego pursuing its

claims against Midwest and Holem.

62. Based on the foregoing statements and omissions, Holem fraudulently induced

FreedomRoads.

63. FreedomRoads justifiably relied on Holem's fraudulent representations that he

would pay the outstanding balance and refrained from pursuing its claims against Midwest and

Holem as a result.

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64. As a direct and proximate result of the fraud, FreedomRoads suffered and

continues to suffer damages.

COUNT VII

6s

PROMTE$qBY E$rqPPEL AGAII\iSr HOLEM

FreedomRoads adopts and incorporates paragraphs l, 3-5, g,13oand 17-18 of this

Complaint as if fully set forth herein.

66. Holem promised in writing that he would pay the $118,300.00 outstanding

balance owed by Midwest to FreedomRoads through a payment schedule consisting of $20,000

per month until the outstanding balance was satisfied.

67. Holem further stated in the Guarantee that Midwest was expected to begin

profiting in April 2Q22 and that Holem was expecting to "win" an unrelated lawsuit to fund the

$1 18,300.00 payment to FreedomRoads for the outstanding balance.

68. On or about May 13, 2822, four (a) months after the Guarantee was made, Holem

represented to FreedomRoads that Midwest was no longer operating, had no assets, and was no

longer in business.

69. To date, Holem has failed to pay the $118,300.00 outstanding balance.

70. FreedomRoads reasonably relied on the representations made by Holem regarding

the payment of the outstanding balance and suffered a detriment by forbearing prosecution of its

claims regarding the $l18,300.00 debt.

71. Under these circumstances, injustice can be avoided only by enforcement of the

promise against Holem.

WHEREF'ORE, X'REEDQMRQADS PRAYS FOR RELIEF' AS X'OLLQWS:

1. That service of process issue against Midwest and Holem requiring them to

appear and answer this Complaint;

l0

Case 9:22-cv-81305-DMM Document 1 Entered on FLSD Docket 08/23/2022 Page 10 of 25
2. For an award of compensatory, consequential, and incidental damages to

FreedomRoads as result of the breach of contract by Midwest, including all expenses and costs

associated with this action, including but not limited to court costs and attorneys' fees pursuant

to the Agreement;

3. For an award of damages to FreedomRoads as aresult of the conversion of the

$118,300.00 representing the outstanding balance paid by FreedomRoads for the seven (7) units

of the Little Buggy Product that Midwest failed to deliver to FreedomRoads;

4. In the alternative, for an award of money had and received against Midwest for

$118,300.00;

5. In the alternative, for an Order finding that Midwest and Holem have been

unjustly enriched by their retention of $118,300.00 paid by FreedomRoads, despite Midwest's

failure to deliver seven (7) units of the Little Buggy Product to FreedomRoads;

6. For an award of damages to FreedomRoads as a result of the breach of the

Guarantee and written promise made by Holem that he would pay $118,300.00 representing the

outstanding balance paid by FreedomRoads for the seven (7) units of the Little Buggy Product

that Midwest failed to deliver to FreedomRoads;

7. For an award of damages to FreedomRoads as a result of Holem fraudulently

inducing FreedomRoads to agree to the Guarantee to forbear on pursuing its claims relating to

the $118,300.00 debt resulting from the failure to deliver the seven (7) units of the Little Buggy

Products or, in the altemative, to pay $l18,300.00 representing the outstanding balance paid by

FreedomRoads for the seven (7) units of the Little Buggy Product that Midwest failed to deliver

to FreedomRoads;

8. For interest, both pre-judgment and post-judgment; and

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Case 9:22-cv-81305-DMM Document 1 Entered on FLSD Docket 08/23/2022 Page 11 of 25
9. For such other further and general relief to which FreedomRoads is entitled.

DATED: August 23,2022.

Respectfully Submiued,

DEAN MEAD

ls/ A, Feline Guenero

A. Felipe Guerrero (FL BarNo.22589)

420 S. Orange Ave, Suite 700

Orlando, FL 32801

Telephone: (407) 428-5 | 65

Fax: (407) 423-183t

FGuerrero@deanmead. com

Attorney for Plaintffi FreedomRoads, LLC

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Case 9:22-cv-81305-DMM Document 1 Entered on FLSD Docket 08/23/2022 Page 12 of 25
EXHIBIT 66I))

Case 9:22-cv-81305-DMM Document 1 Entered on FLSD Docket 08/23/2022 Page 13 of 25
RV DEALER SALES AND SERVICE AGREEMENT

This RV Dealer Sales and Service Agreement (the "Agreement") is effective as of May 3,2021(the "Effective

Date"), by and between FreedomRoads, LLC, with its principal place of business at 250 Parkway Drive,

Lincolnshire, Illinois 60069 (the "Dealer"), and Midwest Adventure Builds, LLC, with its principal place of

business at313 Datura, Unit 200, West Palm Beach, Florida 33401 (the "Manufacturer" and together with

Dealer the "Parties" or individually, a "Party").

RECITALS:

WHEREAS, Manufacturer is a manufacturer of recreational vehicles ("RVs"), including among other

products, the Midwest Adventure Builds Modern Buggy Little Buggy line of travel trailers (the "Little Buggy

Product");

WHEREAS, Dealer is a independent retailer engaged in the sales and service of RVs;

WHEREAS, Manufacturer desires to appoint Dealer as its exclusive distributor to resell and service the

Little Buggy Product from the Authorized Locations (defined below) and Dealer desires to accept such

appointment, subject to the terms and conditions of this Agreement.

NOW, THERLF'ORE, in consideration of the mutual covenants, terms and conditions set out in this

Agreement, and for other good and valuable consideration the receipt and sufficiency of which are hereby

acknowledged, the Parties agree as follows:

1. APPOINTMENT AS AUTHORIZED DEALER. Manufacturer appoints Dealer as its exclusive distributor

of the Little Buggy Product and authorizes Dealer to service (on a non-exclusive basis) Little Buggy Product

from Dealer's retail sales dealership locations identified in the attached Appendix "A" or as otherwise set forth

in subsequent separate applications signed by authorized representatives of the Parties (the "Authorized

Locations"). Manufacturer shall not directly or indirectly sell or distribute the Little Buggy Product to any other

Dealer.

2. DESCRIPTION OF'PRODUCTS. Manufacturer shall manufacture and sell to Dealer at the price

contained in Section 3 below one-hundred eighty (180) units of the Little Buggy Product (the "Initial Order"),

each of which shall come equipped with the following options: one (1) 77S-watt solar panels, two (2) AGM

batteries (or one 1000 w portable all in one lithium system), and electric stove. Manufacturer shall begin

production immediately following the Effective Date, signed agreement, and wire transfer of l5 units and shall

complete production of and deliver to Dealer the Initial Order within six (7) months of the Effective Date.

3. PAYMENT FOR PRODUCTS. Dealer agrees to pay Manufacturer SIXTEEN THOUSAND NINE

HUNDRED AND NO/100 DOLLARS (S16,900) for each Liffle Buggy Product as follows:

Case 9:22-cv-81305-DMM Document 1 Entered on FLSD Docket 08/23/2022 Page 14 of 25
Dealer shall wire payment to Manufacturer for the purchase of l5 units of Little Buggy Products upon first

monthly purchase order. Subsequent payments are provided in a similar fashion but may include more units

Separately, Dealer agrees to pay for transport of units to site location(s).

4. TERM AND TERMINATION. The term of this Agreement shall be six (7) months, commencing on the

Effective Date (the "Term"), may be extended by the Parties pursuant to Section [14] unless earlier terminated

as provided for in this Agreement. Either party may terminate this Agreement with or without cause at any time

with thirty (30) days advance written notice to the other party. Upon the expiration or earlier termination of this

Agreement, all purchase orders are automatically terminated, including any units that have not been delivered to

Dealer as of the termination date; provided, however, Dealer may sell through existing inventory of the Little

Buggy Product or Manufacturer shall repurchase existing inventory for the purchase price, or otherwise in

accordance with applicable law.

5. WARRANTY AND SERVICE. Manufacturer agrees to warrant each Little Buggy Product to retail

customers according to the terms of Manufacturer's written warranty, and authorizes Dealer to perform

warranty work. Manufacturer shall reimburse Dealer at Dealer's posted retail labor rate for all warranty repairs

and parts authorized by Manufacturer. Manufacturer agrees it shall reimburse Dealer for warranty parts and

labor within thirty (30) days of Manufacturer authorizing such warranty repairs. Manufacturer's obligation to

reimburse Dealer for warranty parts and labor shall survive beyond the expiration of the term of this Agreement

or any termination of this Agreement by either party, subject to the terms of the Manufacturer's express

warranty to retail customer.

6. COMPLIANCE WITH LAWS. Manufacturer is in compliance with and shall comply with all applicable

laws, regulations and ordinances. Manufacturer has and shall maintain in effect all the licenses, permissions,

authorizations, consents and permits that it needs to carry out its obligations under this Agreement.

T.INDEMNIFICATION. Upon written notice from Dealer, Manufacturer shall indemniff, defend, and hold

harmless Dealer and its parents, subsidiaries, and affiliates and each of their directors, officers, employees,

agents, stockholders, successors, and assignees against any and all losses, damages, liabilities, claims, demands,

actions, suits, judgements, settlements, interest, awards, penalties, fines, costs, or expenses of any kind

(including reasonable attorneys' fees and costs), arising out of or occurring in connection with (a)

Manufacturer's acts or omissions as manufacturer of the Little Buggy Product, including negligence, willful

misconduct, or breach of this Agreement; (b) failure of any Little Buggy Product, or any standard equipment or

material component thereof, to conform to written representations or warranties made by Manufacturer and

relied upon by Dealer's customer; (c) any failure by Manufacturer to comply with applicable laws.

8. INSURANCE. During the Term, Manufacturer shall, at its own expense, maintain and carry insurance in

full force and effect that includes, but is not limited to, commercial general liability (including product liability)

with limits no less than $5,000,000 for each occurrence and S10,000,000 in the aggregate with financially sound

and reputable insurers and such other insurance policies protecting Manufacturer against any loss, liability, or

expense arising out of or related to any personal injury, death, property damage, or otherwise occurring upon or

in connection with Manufacturer's business or by reason of Manufacturer's operation of its business, in

amounts reasonably and customarily obtained by other Manufacturers in the industry.

Case 9:22-cv-81305-DMM Document 1 Entered on FLSD Docket 08/23/2022 Page 15 of 25
9. WORK PRODUCT AND INTELLECTUAL PROPERTY OWNERSHIP. Any copyrightable works,

ideas, discoveries, inventions, patents, products, or other information (collectively the "Work Product") developed

in whole or in part by Manufacturer in connection with the Little Buggy Product will be the exclusive property

of Manufacturer. Upon request, Dealer will execute all documents necessary to confirm or perfect the exclusive

ownership of Manufacturer to the Work Product. During the Term, Manufacturer grants to Dealer the

nonexclusive right to use Manufacturer's marks and name, and Dealer may represent that is Manufacturer's

authorized dealer.

10. CONFIDENTIALITY. During the Term, either Party may disclose or make available to the other Party

information about its business affairs, products, confidential intellectual property, trade secrets, third-party

confidential information, and other sensitive or proprietary information (collectively, "Confidential

Information"). Confidential Information shall not include information that, at the time of disclosure is: (a) in the

public domain; (b) known to the receiving party at the time of disclosure; or (c) rightfully obtained by receiving

party on a non-confidential basis from a third party. The receiving party shall not disclose any such Confidential

Information to any person or entity, except to the receiving party's employees who have a need to know the

Confidential Information for the receiving parff to perform its obligations hereunder. On the expiration or

termination of the Agreement, the receiving party shall promptly return to the disclosing party all copies, whether

in written, electronic or other form or media, of the disclosing party's Confidential Information, or destroy all

such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed.

11. DEFAULT. The occurrence of any of the following shall constitute a material default under this Agreement:

(a) Dealer's failure to make a required payment as provided in Section 3; (b) the insolvency or bankruptcy of

either party; (c) the subjection of any of either party's property to any levy, seizure, general assignment for the

benefit of creditors, application or sale for or by any creditor or government agency;(d) Manufacturer's failure

to make available or deliver the Little Buggy Product in the time and manner provided for in this Agreement; and,

(e) Manufacturer's failure to reimburse Dealer for warranty parts or labor as provided in Section 5.

12. ATTORNEYS'FEES AND COLLECTION COSTS. If there is dispute relating to any provisions in this

Agreement, the prevailing party is entitled to, and the non-prevailing party shall pay, the costs and expenses

incurred by the prevailing party in the dispute, including but not limited to all out-of-pocket costs of collection,

court costs, and reasonable attorney fees and expenses.

13. F'ORCE MAJEURE. If performance of this Agreement or any obligation under this Agreement is

prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"),

and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then

the obligations of the party invoking this provision shall be suspended to the extent necessary by such event.

The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other

similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots,

or wars, or strikes, lock-outs, work stoppages or other labor disputes, or supplier failures. The excused party

shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and

shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or

omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such

party, or its employees, officers, agents, or affiliates.

Case 9:22-cv-81305-DMM Document 1 Entered on FLSD Docket 08/23/2022 Page 16 of 25
14. DISPUTE RESOLUTION. The Parties will attempt to resolve any dispute arising out of or relating to this

Agreement through good faith negotiations between the Parties. If the matter is not resolved by negotiation

within thirty (30) days, the Parties will resolve the dispute using the following Alternative Dispute Resolution

(ADR) procedure: Any controversies or disputes arising out of or relating to this Agreement will be resolved by

binding arbitration under the rules of the American Arbitration Association. The arbitrator's award will be final,

and judgment may be entered upon it by any court having proper jurisdiction.

15. ENTIRE AGREEMENT; SURVML. This Agreement contains the entire agreement of the Parties, and

there are no other promises or conditions in any other agreement whether oral or written concerning the subject

matter of this Agreement. This Agreement supersedes any prior wriffen or oral agreements between the Parties.

Subject to the limitations and other provisions of this Agreement Section 7 - Indemnification, Section 8 -

Insurance, Section l0 - Confidentiality and any other provision that, in order to give proper effect to its intent

should survive such expiration or termination will survive the expiration or earlier termination of this

Agreement.

16. SEVERABILITY. If any provision of this Agreement will be held to be invalid or unenforceable for any

reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of

this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and

enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

17. AMENDMENT. This Agreement may be modified or amended in writing by mutual agreement between

the Parties, if the writing is signed by the party obligated under the amendment.

f8. GOVERNING LAW. This Agreement shall be construed in accordance with the laws of the State of

Indiana without regard to conflict of laws provisions thereof.

19. NOTICE. Any notice or communication required or permitted under this Agreement shall be sufficiently

given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening

paragraph or to such other address as one party may have furnished to the other in writing.

20. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this

Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and

compel strict compliance with every provision of this Agreement.

21. CONSTRUCTION AND INTERPRETATION. The rule requiring construction or interpretation against

the drafter is waived. The document shall be deemed as if it were drafted by both Parties in a mutual effort.

22. ASSIGNMENT. Neither party may assign or transfer this Agreement without the prior written consent of

the non-assigning parq.', which shall not be unreasonably withheld or delayed.

23. RELATIONSHIP OF THE PARTIES. Dealer is an independent contractor. Dealer is not the agent,

employee, or legal representative of Manufacturer. Nothing contained herein shall be construed to create a

partnership, joint venture, or agency relationship between the Parties.

Case 9:22-cv-81305-DMM Document 1 Entered on FLSD Docket 08/23/2022 Page 17 of 25
This RV DEALER SALES AND SERVICEAGREEMENT is executed and agreed to by:

MIDWEST ADVENTT]RE BUILDS, LLC:

: Walter Holem lts: owner

FREEDOMROADS, LLC:

: Brent Moody lts: President

Case 9:22-cv-81305-DMM Document 1 Entered on FLSD Docket 08/23/2022 Page 18 of 25
EXHIBIT 6(2))

Case 9:22-cv-81305-DMM Document 1 Entered on FLSD Docket 08/23/2022 Page 19 of 25
ffit

December 8,2021

[via e-mail and certified mail - return receipt requested]

Walter Holem

Midwest Adventure Builds, LLC

313 Datura, Unit 200

West Palm Beaclr" Florida 33401

Re: Default of RV Dealer Sales and Service Agreement

Dear Mr. Holem,

I write on behalf of FreedomRoads, LLC ('FreedomRoads) to provide you and Midwest

Adventure Builds, LLC (*Midwest Adventure Builds") notice that, pursuant to Section 11(d) of

that certain May 3, 2021 RV Dealer Sales and Service Agreement entered into between

FreedomRoads and Midwest Adventure Builds (the "Agreement"), Midwest Advenfure Builds is

in default of the Agreement.

Specifically, pursuant to the Agreement, Midwest Adventure Builds agreed to build and deliver

fifteen (15) Midwest Adventure Builds Modern Buggy Little Buggy line of travel trailers ("Little

Bugg Product") to FreedomRoads at a cost of $16,900.00 per Little Buggy Product. See

Agreement at Sections 2-3. The Agreement required Midwest Adventure Builds to build and

deliver these fifteen (15) Little Buggy Product to FreedomRoads obithin six (7) months of the

Effective Date (May 3, 202I)." Id. In exchange, on May 4, 2azl, FreedomRoads wired

$253,500.00 to Midwest Adventure Builds as an advance payment for the fifteen (15) Little Buggy

Product. To date, Midwest Adventure Builds has only delivered eight (S) out of the fifteen ft5) Little Buggy Product ordered by FreedomRoads (purchase orders 947400 through 947407).

However, the deadline to deliver all fifteen (15) units was six (6) or seven (7) monihs from the

Effective Date of the Agreement which was either November 3, 202L or Decemb er 3, 2021. Id.

In either case, Midwest Adventure Builds failed to meet its obligations under the Agreement to

deliver all fifteen (15) Little Buggy Product within six (6) or seven (7) months of the Effecrive

Date of the Agreement and such failure puts Midwest Adventure Builds in Default under the

Agreement. See Agreement at Section 11.

Additionally, upon termination of the Agreement, oodl purchase orders are automatically

terminated, including any units that have not been delivered to [FreedomRoads] as of the

tennination date". See Agreemenl at Section 4, As such, in addition to the Agreement,

FreedomRoads purchase orders 947399 through 947393, representing the seven (?) undelivered

Little Buggy Product, are terminated.

250 Parkway Drive, Suite 270 r Lincolnshire, IL o 60069 o 847-808-3000

Case 9:22-cv-81305-DMM Document 1 Entered on FLSD Docket 08/23/2022 Page 20 of 25
ffiilFt

Based on Midwest Adventure Builds's default under the Agreement as set forth above,

FreedomRoads hereby demands payment and retum of $1 18,300.00 representing the outstanding

balance paid by FreedomRoads for the seven (7) undelivered Little Buggy produci. FreedomRoads

demands this payment within fourteen (14) days of this letter.

FreedomRoads expressly reserves all rights under the terms of the Agreernent.

Thank you for your attention to this matter. We look forward to hearing from you soon.

Sincerely,

'a&.)

Brandon DeBerry

Associate General Counsel

CC

Christopher Johnson (via email)

250 Parkway Drive, suite 270 - Lincolnshire, IL o 60069 r g47-g0g-3000

Case 9:22-cv-81305-DMM Document 1 Entered on FLSD Docket 08/23/2022 Page 21 of 25
EXHIBIT 663))

Case 9:22-cv-81305-DMM Document 1 Entered on FLSD Docket 08/23/2022 Page 22 of 25
Mailroom

qrom:

.r€1ltl

To:

Cc:

Subject:

Attachments:

Wa I ly Holem <wal ly@ midwestadventu rebui lds.com >

Wednesday, January 12,202212:05 PM

Christopher Johnson

Brandon DeBerry

Re: Demand Letter 2021.12.8.pdf

Demand Letter 2021.1 2.B.pdf

Hi guys,

Sorry about my manufacturing and legal issues with DeVon Miller/RD trailers. I will be winning a lawsuit against them for

fraud, theft, and malpractice. They will be out of business soon because of what they've done. Hopefully you aren't

doing any business with them that draws you into it. The current funding they are using is stolen money. I would hate

for that to trickle down to you. Just letting you know as a courtesy.

ln regards to the demand letter, I totally respect your position . I will pay you the remainder balance. However, l'm in a

rebuilding phase so I will need to set up a payment schedule with you.

It looks as though my company will begin profiting again in April. I plan to repay you 520,000 per month

Best regards,

Sent from my iPhone

> On Dec 8,2O2t, at 2:10 PM, Christopher Johnson <christopher.johnson@campingworld.com> wrote

> Wally,

> Please find the attached letter

> Sent from my iPhone

1

Case 9:22-cv-81305-DMM Document 1 Entered on FLSD Docket 08/23/2022 Page 23 of 25
EXHIBIT 664))

Case 9:22-cv-81305-DMM Document 1 Entered on FLSD Docket 08/23/2022 Page 24 of 25
Mailroom

crom:

z€llti

To:

Cc:

Subject:

Wal ly Holem < wally@ midwestadventurebuilds.com >

Friday, May 13, 2022 10:25 AM

Christopher Johnson

Brandon DeBerry

Re: [EXTERNAL] Demand Letter 2021.12.B.pdf

Hey Guys,

Modern Buggy Trailers LlClMidwest Adventure Builds LLC is no longer operating, has no assets, and will

longer be in business.

Wally

Case 9:22-cv-81305-DMM Document 1 Entered on FLSD Docket 08/23/2022 Page 25 of 25