LIEBLER, GONZALEZ & PORTUONDO

Courthouse Tower - 25th Floor, 44 West Flagler Street, Miami, FL 33130 (305) 379-0400

UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF FLORIDA

WALTER AUTO LOAN TRUST;

AGORATRADE LLC; AGORATRADE 

LLC as Trust Manager and Beneficiary of the 

Walter Auto Loan Trust; and AGORA 

DATA, INC.

Plaintiff,

vs.

TRACK MOTORS LLC dba TRACK 

MOTORS and MBF FINANCE LLC.

Defendants.

/

CASE NO.

VERIFIED COMPLAINT FOR DAMAGES AND PRELIMINARY INJUNCTION

Plaintiffs, WALTER AUTO LOAN TRUST, AGORATRADE LLC, AGORATRADE 

LLC as Trust Manager and Beneficiary of the Walter Auto Loan Trust, and AGORA DATA, INC.

(“Agora”), by and through undersigned counsel, sue Defendants, TRACK MOTORS LLC dba 

TRACK MOTORS (“Track Motors”) and MBF FINANCAL LLC (collectively “Defendants”) and 

alleges:

INTRODUCTION

This action arises from the Defendants’ breach of a Master Receivables Agreement (“MRA”) 

whereby Defendants would sell, transfer and assign to Agora a portfolio of auto retail installment 

contracts (“RICs”) originated by Defendants in exchange for a negotiated price. In addition to 

their breach of the MRA, Defendants tortiously and unjustifiably interfered with Agora’s 

relationships with the customers who purchased the vehicles related to the RICs by, among other 

things, accepting payments from the customers that belonged to Agora, accepting return of the 

vehicles purchased by the customers as voluntary repossessions and erroneously advising the 

customers that their credit would not be impacted. In addition to monetary damages, Agora seeks

specific performance and a preliminary injunction ordering Defendants to cease their continuing 

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CASE NO. 2016-CA-010362-O

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LIEBLER, GONZALEZ & PORTUONDO

Courthouse Tower - 25th Floor, 44 West Flagler Street, Miami, FL 33130 (305) 379-0400

material breaches and interference with Agora’s business relationships that are resulting in 

significant harm to Agora and third parties. 

PARTIES, JURISDICTION & VENUE

1. Agora Data, Inc., is a Delaware Corporation with its principal place of business in 

Arlington, Texas. Agora Data, Inc. is the sole member and manager of AgoraTrade, LLC which 

is the Trust Manager and beneficiary of Walter Auto Loan Trust. Walter Auto Loan Trust is a 

Delaware trust. AgoraTrade, LLC is a Texas limited liability company with its principal place of 

business in Arlington, Texas. 

2. Defendant, Track Motors is a Florida limited liability company with its principal place 

of business located at 1590 S. State Road 7, Davie, Florida, 33317.

3. Defendant, MBF Finance, LLC is a Florida limited liability company with its principal 

place of business located at 1771 S State Rd. 7, Ft. Lauderdale, FL 33317.

4. This Court has original subject matter jurisdiction pursuant to 28 U.S.C. § 1332 

because the parties are citizens of different states and the amount in controversy exceeds $75,000, 

exclusive of interest and costs. 

5. The Court has personal jurisdiction over Defendants as they are organized under 

Florida law and maintain their principal place of business in Fort Lauderdale, Florida. 

6. Pursuant to 28 U.S.C. § 1391(b), venue is proper in the United States District Court 

for the Southern District of Florida because a substantial part of the events or omissions giving rise 

to the claims occurred in Fort Lauderdale, Florida. 

7. Venue is appropriate in Fort Lauderdale, Florida, because this is the county where the 

Defendantsreside and/or conduct business, where the causes of action accrued and where the property 

in dispute is located.

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LIEBLER, GONZALEZ & PORTUONDO

Courthouse Tower - 25th Floor, 44 West Flagler Street, Miami, FL 33130 (305) 379-0400

CONDITIONS PRECEDENT AND RETENTION OF COUNSEL 

8. All conditions precedent to this action have occurred, have been waived, or have 

been otherwise excused. 

9. Agora has retained undersigned counsel to represent its interests in this matter and 

has agreed to pay said counsel a reasonable fee for services rendered.

GENERAL ALLEGATIONS

10. Agora is a financial technology company that provides independent automobile 

dealerships and finance companies with loan performance analytics and affordable access to capital. 

11. Defendants operate an automobile dealership located in Fort Lauderdale, Florida 

engaged in the business of selling pre-owned automobiles and providing its customers financing for 

the purchase of automobiles. When Defendants’ customers purchase vehicles on credit, they execute 

a RIC, that specifies the customer’s monthly payments and makes clear that if the customer defaults 

under the RIC the vehicle may be repossessed and sold. 

12. One of the ways Defendants finance their customers’ purchase of automobiles is by 

offering an option to “Buy Here Pay Here” (“BHPH”).1 The term “Buy Here, Pay Here” refers to a 

method of financing where an automobile dealership finances a vehicle purchased by its customer 

and the customer can make their regular monthly payments directly to the automobile dealership.

13. Agora offers its automobile dealership partners the option to sell the RICs from their 

BHPH portfolios to Agora in exchange for a negotiated price.

14. On or about May 23, 2022, Agora and Defendants executed an MRA whereby 

Defendants agreed to “sell, transfer, assign, set over and otherwise convey to Agora ... all right title 

1 https://www.track-motors.com/buy-here-pay-here/

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LIEBLER, GONZALEZ & PORTUONDO

Courthouse Tower - 25th Floor, 44 West Flagler Street, Miami, FL 33130 (305) 379-0400

and interest in, to and under” several portfolios of RICs originated through Defendants’ BHPH 

program. A redacted copy of the MRA is attached as Exhibit 1 to the Complaint. 

15. Pursuant to the MRA, Defendants sold several portfolios of RICs originated by 

Defendants to Agora. Once a portfolio of RICS was sold to Agora, all of Defendants’ right, title and 

interest in, to and under the portfolio would be transferred to Agora as of the “Closing Date” as such 

term is defined in the MRA. 

16. As an express condition of the MRA, each portfolio sold to Agora would be classified 

as a “True Sale” for purposes of the Uniform Commercial Code meaning that at the time of the closing 

of the purchase, the RICs were purchased by Agora and were no longer property of the Defendants.

17. Beginning in May 2022 and continuing through August 2022, Agora purchased 

multiple portfolios of Receivables from Defendants. Receivables are defined by the MRA as the RICs

or Contracts, subject of the MRA purchased by and transferred to Agora. 

18. Specifically, Agora purchased fourteen portfolios (“Portfolios”) of Receivables 

identified as follows: TAM003, TAM004, TAM005, TAM006, TAM007, TAM008, TAM009, 

TAM010, TAM011, TAM012, TAM014, TAM016, TAM017 and TAM018. 

19. Shortly after Agora purchased the foregoing Portfolios, the customers who purchased 

the vehicles were informed of the sale and assignment of the RICs and were informed where payments 

should be directed in the future. (The customers are referred to in the MRA as “Obligors”). 

20. As part of the sale of the Portfolios, Agora took possession of the original RICs

executed by the Obligors which evidence the Receivables. Such originals constitute “tangible chattel 

paper” under the Uniform Commercial Code (“UCC”). Agora’s taking possession of the chattel paper 

perfected the sale as required under the UCC.

21. Agora owns these original RICs and the Receivables. 

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LIEBLER, GONZALEZ & PORTUONDO

Courthouse Tower - 25th Floor, 44 West Flagler Street, Miami, FL 33130 (305) 379-0400

22. Agora paid – good and valuable monetary consideration – to Defendants when it, in 

good faith, purchased the Receivables from Defendants and took possession of the original RICs 

representing the Receivables in the ordinary course of Agora’s business.

23. Agora, through its agent, Westlake Services LLC (“Westlake”), began servicing the 

RICs that were sold to Agora.

24. Notice of the transfer in ownership and servicing was sent to the Obligors using the 

“Form Notice of Transfer” attached as Exhibit D to the MRA. 

25. The Notice of Transfer specifies to the Obligors where they would make payments on 

their RICs going forward. The Notice of Transfer further specifies that the payments were to be 

made to Westlake. 

26. The MRA contains multiple terms, representations, and warranties made by 

Defendants in favor of Agora. The most relevant of which are set forth as follows: 

SPECIFIC TERMS, REPRESENTATIONS, WARRANTIES AND COVENANTS

OF THE MRA

27. Pursuant to Section 2.2 of the MRA governing the Purchase Price:

“the parties agree that the related Purchase Price shall be satisfied by 

(a) Agora remitting or causing its agent to remit (a) the amount required 

to be delivered to the applicable Prior Lender(s), if any, and (2) to 

[Defendants] the sum of any portion of the related Net Advance 

Remittance, if any, in excess the amount required to be delivered to the 

applicable Prior Lender(s), if any, (b) with respect to the related

Portfolio sold on the initial Closing Date, transferring the related 

[Defendants] SUBI Certificate to the [Defendants] and the 

[Defendants’] acceptance thereof and (c) with respect to the related 

Portfolio sold on any other Closing Date, by the increase in value of 

the [Defendants] SUBI Certificate following the sale and allocation of 

such Portfolio to the applicable SUBI. 

With respect to the applicable Closing Date, Agora shall own and be 

entitled to receive with respect to each purchased Receivable all 

Collections (whether or not received or recovered) and accruing before 

the related Cut-Off-Date, including, without limitation, (1) all principal 

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LIEBLER, GONZALEZ & PORTUONDO

Courthouse Tower - 25th Floor, 44 West Flagler Street, Miami, FL 33130 (305) 379-0400

due and owing on the Receivables related to such Portfolio, (2) all 

Accrued Interest on the Receivables related to such Portfolio; and (3) 

all other charges or payments due and owing and collections on the 

Receivables related to such Portfolio, in each case from and after the 

related Cut-Off Date which such amounts shall be applied pursuant to 

the Loan and Security Agreement and Trust Agreement for further 

distribution for the benefit of the [Defendants] SUBI Certificate. 

28. Pursuant to Section 2.6 of the MRA: 

[Defendants’] acknowledge[] and agree[] that, consistent with Agora’s 

ownership of any conveyed property after the related Closing Date, 

Agora shall have the sole right to service, administer and collect the 

Conveyed Property and to assign or delegate such right to others, 

including without limitation, the Portfolio Administrator and the 

Servicer. Notwithstanding the foregoing, [Defendants] and Agora 

agree that [Defendants] shall maintain “customer service” 

communications with each Obligor provided, however, that such 

communications shall not include any attempt to collect or make 

demands of such Obligor with respect to the related Receivable unless 

expressly permitted by Agora. 

29. Defendants made multiple representations and warranties regarding the Receivables

to Agora in the MRA. Specifically, under Section 4.2.1 of the MRA, Defendants warranted:

“Each Receivable (A) was originated by [Defendants] or was 

originated by a third party and purchased by [Defendants], in each case 

in accordance with [Defendants’] credit policies as of the date of 

origination or acquisition and in the ordinary course of [Defendants’]

business and, as applicable, as validly assigned, (B) was originated for 

the retail sale of a Financed Vehicle in the ordinary course of the 

[Defendants’] business, or third party’s ordinary course of business, as 

applicable, and was fully and properly executed by the parties thereto, 

and the [Defendants] or third party, as applicable, had all necessary 

licenses and permits to originate Receivables in the State where such 

[Defendants] [were]located, (C) contains customary and enforceable 

provisions such as to render the rights and remedies of the holder 

thereof adequate for realization against the collateral security, and (D) 

is a Receivable which provides for level monthly payments (provided 

that the period in the first period and the payment in the final period of 

the Receivable made by minimally different from the normal period 

and level payment) which, if made when due, shall fully amortize the 

Amount Financed over the original term.” 

30. Pursuant to Section 4.2.4, Defendants warranted:

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LIEBLER, GONZALEZ & PORTUONDO

Courthouse Tower - 25th Floor, 44 West Flagler Street, Miami, FL 33130 (305) 379-0400

“Each Receivable represents the genuine, legal, valid and binding 

payment obligation of the Obligor thereon, enforceable by the holder 

thereof in accordance with its terms, except (A) as enforceability may 

be limited by bankruptcy, insolvency, reorganization or similar laws 

affecting the enforcement of creditor’s rights generally and by 

equitable limitations on the availability of specific remedies, regardless 

of whether such enforceability is considered in a proceeding in equity 

or at law and (B) as such Receivable may be modified by the 

application after the Cut-Off Date of the Servicemembers Civil Relief 

Act, the California Military Families Financial Relief Act or similar 

legislation; and all parties to each Receivable had full legal capacity to 

execute and deliver such Receivable and all other documents related 

thereto and to grant security interest purported to be granted thereby.” 

31. Additionally, Section 4.2.10, Defendants warranted:

“There is only one original executed copy (or with respect to Electronic 

Contracts, one Authoritative Copy) of each Contract and there has not 

ever been any other original or Authoritative Copy of such 

Receivable.”

32. Pursuant to Section 4.2.15, Defendants warranted:

“Each receivable created or shall create a valid, binding and 

enforceable first priority security interest in favor of the [Defendants]

in the Financed Vehicle. The Certificate of Title for each Financed 

Vehicle shows, or if a new or replacement Certificate of Title is being 

applied for with respect to such Financed Vehicle the Certificate of 

Title will be received within 90 days of the origination of the related 

Receivable and will show, the [Defendants], or if directed by Agora, 

such other entity so specified by Agora in its sole discretion named as 

the original secured party under each Receivable as the holder of a first 

priority security interest in such Financed Vehicle. With respect to each 

Receivable for which the Certificate of Title has not yet been returned 

from the Registrar of Titles, [Defendants] [have]applied for or received 

written or electronic evidence that such Certificate of Title showing

[Defendants] as first lienholder has been applied for and [Defendants’]

security interest (assigned by [Defendants] to Agora under the related 

MRA Supplement) has been validly assigned by the [Defendants] to 

Agora pursuant to the related MRA Supplement and immediately upon 

the transfer and assignment of the Receivables to Agora on the Closing

Date, Agora shall have good and marketable title to the Receivables 

and, free and clear of any encumbrance, equity, lien, pledge, charge, 

claim, security interest or other gith or title of any other Person. As of 

the Cut-Off Date, there were no Liens or claims for taxes, work, labor 

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Courthouse Tower - 25th Floor, 44 West Flagler Street, Miami, FL 33130 (305) 379-0400

or materials affecting a Financed Vehicle which are or may be Liens 

prior to equal to the Liens of the related Receivable.

33. Defendants represented to Agora that the vehicles were equipped with a GPS device. 

Specifically, Section 6.7 provided:

“If any Financed Vehicle securing a Receivable is equipped with a 

started interrupt device, GPS device or other electronic device, 

designed to aid in the location or repossession of the Financed Vehicle 

(“Device”), [Defendants] shall, within five (5) days from the related

Closing Date, take all steps necessary to transfer and assign to Agora 

(i) the Device, (ii) all of [Defendants’] rights in connection with the 

Device, (iii) the Device’s records, and (iv) all codes and/or software 

necessary to administer the Device. To the extent the subscription of 

any Device has expired, [Defendants] shall, at [Defendants’] sole cost, 

renew such subscription for any such Device for a one (1) year period 

following the related Closing Date. [Defendants] shall provide to 

Obligor and obtain Obligor’s valid signature on a disclosure statement 

regarding the GPS device (which shall be part of the related Receivable 

file) and [Defendants] shall provide this disclosure statement to the 

Servicer when delivering the related Receivable File to the Servicer. 

[Defendants] understands, acknowledges and agrees that the Servicer 

may administer such Device in accordance with the related Receivable 

and pursuant to applicable law. [Defendants] unconditionally agrees to 

activate any Device (thereby disabling or tracking said Financed 

Vehicle) without the prior written permission of the Portfolio 

Administrator. 

34. Defendants were required to deliver a Receivable File with the originating documents 

including the vehicle’s title. Specifically, Section 3.3 (c) provides:

“With respect to the acquisition of a Portfolio on the related Closing 

Date by Agora, [Defendants] shall have, prior to the date that is more 

than ten (10) Business Days prior to such Closing Date deliver and 

release to the Servicer (or to such Person as the Portfolio Administrator 

directs) via overnight delivery the items listed under the related 

Receivable File with respect to each Receivable sold by [Defendants]

to Agora or such Closing Date and set forth on the related Receivables 

Schedule. If the Portfolio Administrator identifies any Receivable

that does not conform to the information set forth in the related 

Receivables Schedule, such Receivable shall be rejected for purchase, 

unless waived by the Portfolio Administrator in writing. If not 

purchased by Agora, such Receivable shall be deleted from the related 

Receivables Schedule. 

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LIEBLER, GONZALEZ & PORTUONDO

Courthouse Tower - 25th Floor, 44 West Flagler Street, Miami, FL 33130 (305) 379-0400

Agora or the Portfolio Administrator each shall not be required to 

conduct, or have conducted on its behalf, any such examination. The 

fact that Agora, the Portfolio Administrator or their respective 

designee(s) have conducted or have determined not to conduct any 

partial or complete examination of the related Receivable Files shall 

not affect any rights to demand repurchase in accordance with Section 

6.4 of this Agreement or any other relief or remedy provided for in this 

Agreement. 

35. The MRA provides under Section 3.3(d):

“In the event [Defendants] fails to deliver to the Servicer (or such 

Person as the Portfolio administrator directs), with respect to any 

particular Receivable, the related Receivable File to the reasonable 

satisfaction of the Portfolio Administrator and in accordance with this 

Section, the Portfolio Administrator shall provide written notice to 

[Defendants] of such failure. If, after five (5) Business Days from the 

date of receipt of such notice, [Defendants] fails to cure such failure, 

the Portfolio Administrator may at its sole option require [Defendants]

to repurchase such Receivable, [Defendants] shall repurchase such 

Conveyed Property by paying to Agora the related Repurchase Price in 

good funds within two (2) Business Days following the Portfolio 

Administrator’s notice hereunder. In the event [Defendants] is 

required to repurchase the applicable Conveyed Receivable hereunder, 

the Portfolio Administrator shall cause the Servicer to deliver to 

[Defendants], following Agora’s receipt of payment from the 

[Defendants] of the related Repurchase Price, the related Receivable 

File and shall cause the assignment to [Defendants] all of Agora’s right, 

title and interest in and to the related Conveyed Property, free and clear 

of any and all claims, liens, and encumbrances, except for those which 

existed at the time of Agora’s purchase thereof from [Defendants].” 

36. Pursuant to Section 5.1(c), Defendants covenanted: 

“To the extent [Defendants] or [Defendants’] Servicer receives any 

Collections in respect of any Conveyed Property after the related 

Closing Date, [Defendants] shall deliver, and shall direct [Defendants’]

Servicer to deliver, as appropriate, directly to such account or 

otherwise as the Portfolio Administrator may designate, within two (2) 

Business Days after receipt and identification thereof, any and all such 

Collections in the form so received, and agrees that all such Collections 

shall be deemed to be received in trust for Agora and shall be held in 

trust until such Collections are delivered to the Servicer; provided 

further [Defendants] or [Defendants’] Servicer shall not comingle such 

funds prior to delivery to the Servicer hereunder.”

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Courthouse Tower - 25th Floor, 44 West Flagler Street, Miami, FL 33130 (305) 379-0400

37. Pursuant to Section 6.4(c) of the MRA provides that

[DEFENDANTS] IS STRICTLY PROHIBITED FROM TAKING ANY 

ACTION OR COMMUNICATING WITH AN OBLIGOR UNTIL THE 

APPLICABLE STEPS RELATING TO REPURCHASE DESCRIBED IN 

THIS SECTION 6.4(a) HAVE BEEN COMPLETED AND AGORA HAS 

REASSIGNED TO [DEFENDANTS] THE VEHICLE TITLE AND 

RECEIVABLE. THIS INCLUDES BUT IS NOT LIMITED TO, 

REPOSSESSION OF THE VEHICLE OR COLLECTION EFFORTS BY 

[DEFENDANTS] WITH THE OBLIGOR

38. Section 7.7 of the MRA provides that the MRA “shall be governed by and construed 

in accordance with the laws of the state of New York. However, the individual torts pled below, 

occurred in the State of Florida and are governed by Florida law. 

DEFENDANTS’ POSSESSION OF CUSTOMER PAYMENTS BELONGING TO AGORA

39. As stated above, after the Closing Date and the transfer of the portfolios from 

Defendants to Agora, Agora was “entitled to receive with respect to each purchased Receivable all 

Collections (whether or not received or recovered)” from the portfolios. 

40. Despite these terms, Defendants continued to collect payments from the Obligors, 

deferred down payments and insurance proceeds (which also belonged to Agora). 

41. The Defendants are in possession of over $58,773.77 in customer payments and

$16,340.60 of insurance proceeds. 

42. Each payment received by Defendants from the Obligors after the sale of the Portfolios 

to Agora must be remitted to Agora. 

43. Defendants failed to notify Agora of receipt of these payments and, to date, have not 

remitted these payments to Agora as required under the MRA. 

DEFENDANTS’ POSSESSION OF VEHICLES WITHOUT

NOTIFCATION TO AGORA

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LIEBLER, GONZALEZ & PORTUONDO

Courthouse Tower - 25th Floor, 44 West Flagler Street, Miami, FL 33130 (305) 379-0400

44. As stated above, the MRA provides that Agora owns the Receivables comprised of 

the RICs and the MRA prohibits Defendants from holding financed vehicles that are collateral for the 

Receivables.

45. Defendants have come into possession of at least thirty-six (36) vehicles that serve as 

collateral for the Receivables that Agora purchased.

46. Defendants failed to notify Agora when the vehicles came into the Defendants’ 

possession. Agora was notified of Defendants’ possession of these vehicles from its servicer, 

Westlake. 

47. As a result, Agora has been deprived of the proceeds from the sale of the vehicles 

triggering an additional event of default under the MRA. As stated above, Agora has also been 

deprived of customer payments and insurance proceeds in connection with these vehicles.

48. In addition, Agora has discovered that multiple vehicles securing the Receivables 

purchased by Agora were improperly repossessed by Defendants and are now missing catalytic 

converters belonging to Agora. This greatly impacts the value of the vehicles that serve as collateral 

for the Receivables that Agora purchased from Defendants. 

49. Agora exercised its right to demand that Defendants repurchase all Portfolios of the

Receivables sold to Agora.

DUPLICATION OF VEHICLE IDENTIFICATION NUMBERS, FAILURE 

TO DELIVER TITLE & FAILURE TO ASSURE VALID FINANCE TRANSACTIONS

50. The MRA requires each vehicle that serves as collateral for the portfolio of RICs that 

are transferred to Agora to have a distinct Vehicle Identification Number (“VIN”). 

51. Additionally, the MRA requires a valid certificate of title for each vehicle that serves 

as collateral for the portfolio of RICs that are transferred to Agora. 

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Courthouse Tower - 25th Floor, 44 West Flagler Street, Miami, FL 33130 (305) 379-0400

52. Despite the foregoing requirements of the MRA, Agora has discovered that at least 

fifty-six (56) of the vehicles within the Portfolios transferred to Agora do not have a distinct VIN or 

distinct Obligor tied to such VIN.

53. Specifically, multiple RICs contained within the Portfolios have the same Obligor –

likely as the result of a trade-in or voluntary repossession that occurred before and after the 

Receivables were purchased. 

54. Agora was not informed of this resulting in Agora purchasing multiple RICs from 

Defendants that had the same Obligor. 

55. Moreover, Defendants have failed to deliver clear marketable title to multiple vehicles 

in portfolios purchased by Agora. Defendants also failed to deliver to Agora title with the 

Receivable files for multiple vehicles in the Portfolios. Defendants were provided with multiple 

notices of these failures prior to the filing of this lawsuit and Defendants failed to cure these failures. 

56. The MRA further requires that each Receivable purchased by Agora be the result of 

an actual vehicle purchase transaction by a customer of Defendants.

57. Agora has discovered multiple instances where Receivables that were transferred to 

Agora were not closed and/or did not result in the sale of the vehicle to the Obligor. 

58. Each of the foregoing events constitutes a breach of the MRA, and Defendants are

required to repurchase these Receivables from Agora. Additionally, Defendants are required to 

remit the payoff amounts due for the repurchase of these Receivables. 

DEFENDANTS’ FAILURE TO TRANSFER GPS DEVICES

59. As stated above, the MRA requires Defendants to transfer all GPS devices with which 

a Financed Vehicle – as defined in the MRA – is equipped. 

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Courthouse Tower - 25th Floor, 44 West Flagler Street, Miami, FL 33130 (305) 379-0400

60. Defendants have five (5) days from the date the portfolios are purchased and 

transferred to Agora to transfer the GPS devices. 

61. Defendants represented to Agora that all vehicles that serve as security for the 

Receivables were equipped with GPS tracking devices.

62. Defendants failed to transfer the GPS devices for multiple Financed Vehicles. 

63. Defendants’ failure to do so significantly impacts Agora and Westlake’s ability to 

ensure proper servicing of the vehicles resulting in damages to Agora.

64. Additionally, failure to transfer the GPS devices has also allowed Defendants to accept 

voluntary repossessions of vehicles without Agora’s knowledge which has resulted in the 

Defendants’ secreting of its breaches of the MRA. 

65. Agora made demand on the Defendants in July of 2022 to fulfill its obligations to 

transfer the GPS devices. Defendants failed to do so. 

IMPROPER SOLICITATIONS FROM CUSTOMERS AND FALSE REPRESENTATIONS 

CONCERNING CONSUMER CREDIT AND VOLUNTARY REPOSSESSIONS

66. As a material term of the MRA, under Section 5.2(f), Defendants may not “solicit, 

encourage, or otherwise suggest an Obligor in any manner breach any term of the Contract related to 

a Receivable.”

67. Further, under Section 5.2(g), Defendants may not “contact any or communicate with 

any Obligor regarding such Obligor’s obligations under a Receivable including, without limitation, 

communicate with or threaten any Obligor into believing the Financed Vehicle can be repossessed as 

related to any collateral protection insurance obligations of such Obligor.”

68. Despite these very clear and unambiguous terms, Defendants have, on at least one 

occasion, advised an Obligor to return a vehicle, which serves as collateral for a Receivable purchased 

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Courthouse Tower - 25th Floor, 44 West Flagler Street, Miami, FL 33130 (305) 379-0400

by Agora, to Defendants as a voluntary repossession. Defendants also advised the Obligor that the 

voluntary repossession would not impact its credit.

69. For example, on May 2, 2022, an Obligor contacted Defendants via email requesting 

information concerning the implications of returning the vehicle. Specifically, the Obligor asked:

“Now my question is will this mess up my credit when they take the car back?”

70. In response Defendants stated:

“It was actually me that you were speaking with and to answer your question, no there 

will be no repercussions for voluntarily surrendering your vehicle. We have received the 

vehicle back, canceled your pending registration with the State of Florida and your 

account will be closed with Track Motors.”

A copy of the redacted email correspondence is attached as Exhibit 2.

71. This was a false statement. In fact, a simple Google search of the impact of a 

voluntary repossession reveals that not only does a voluntary repossession continue to impact an 

individual’s credit report but that money would still be owed under the Retail Instalment Sales 

Contract to the lender.2

72. Not only do such communications breach multiple terms of the MRA, but Defendants 

failed to disclose these communications to Agora or report to Agora that the vehicle was returned to 

Defendants. 

73. These communications interfere with Agora’s relationships with its Obligors and 

Agora’s ability to properly service the Receivables resulting in damages to Agora and potentially to 

the Obligor. These communications also evidence a deceptive and misleading business practice by 

Defendants where the Defendants take advantage of the customers and capitalize on Defendants’ 

2 https://www.creditkarma.com/auto/i/voluntary-repossession

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Courthouse Tower - 25th Floor, 44 West Flagler Street, Miami, FL 33130 (305) 379-0400

ability to re-sell a vehicle that was voluntarily repossessed by Defendants before and/or after

Defendants sell the corresponding RICs to Agora. 

74. On September 29, 2022, Agora sent to Defendants a Demand for Payment of Amounts 

Due and to Cease and Desist Actions outlining the multiple breaches set forth above and demanding 

immediate possession of the vehicles to Agora, turnover of all contract and insurance proceeds due 

to Agora, immediate cessation of servicing, remittance of the payoff amounts due for the Receivables 

repurchased by Defendants, administering and collection activity related to the vehicles subject to the 

portfolios transferred to Agora. 

COUNT I 

BREACH OF MRA 

75. Agora realleges and re-avers paragraphs 1 through 74 above, as if fully set forth herein.

76. As stated above, the parties executed the MRA that would govern the sale of 

receivables from Defendants to Agora. Defendants made multiple promises, representations and 

warranties in connection with the MRA.

77. Defendants materially breached multiple terms of the MRA including, without 

limitation, sections 2.2, 2.6, 4.2.1, 4.2.4, 4.2.10, 4.2.15, 6.7, 3.3, 5.1 and 6.4 as detailed above. 

78. Agora has been materially damaged by these breaches including but not limited to 

Defendants’ diversion of customer payments to itself, the disruption of Agora’s ability to properly 

service the Receivables, Defendants’ failure to repurchase the Receivables despite Agora’s demand, 

Defendants’ failure to secure marketable title to the vehicles jeopardizing the security interest in the 

vehicles, Defendants’ failure to secure GPS devices to the vehicles, Defendants’ failure to remit the 

total amount of the Receivables and insurance proceeds owed to Agora, Defendants deprivation of 

Agora and the Obligor’s rights to the vehicles that secure the Receivables, damages for failure to 

remit the payoff amounts of the vehicles repurchased by Defendants, the potential legal claims the 

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Courthouse Tower - 25th Floor, 44 West Flagler Street, Miami, FL 33130 (305) 379-0400

Obligors may have against Agora and its servicer as a result of Defendants’ actions and the attorney’s 

fees and costs in bringing the instant complaint. 

79. WHEREFORE, Plaintiff, Agora, demands judgment for damages against Defendants 

together with interest, late charges, penalties, consequential damages, special damages, costs and 

attorneys’ fees and for any other relief this Court deems just and proper.

COUNT II

SPECIFIC PERFORMANCE

80. Plaintiff re-alleges and re-avers paragraphs 1 through 74 above, as if fully set forth 

herein.

81. This is an action for specific performance of the MRA executed by the parties.

82. On May 23, 2022, Plaintiff and Defendants entered into a written contract for the sale 

and purchase of the Receivables as defined above from Defendants to Agora. 

83. Defendants breached multiple terms of the MRA.

84. Defendants have failed to tender to Agora payments made to Defendants by the 

Obligors under the Receivables. Specifically, Defendants are in possession of payments from 

Obligors exceeding $58,773.88 that should have been remitted to Agora. Additionally, Defendants 

are in possession of payments from insurers exceeding $16,340.60 that should have been remitted to 

Agora. Defendants have failed to remit these payments despite Agora’s demand. 

85. Defendants are in possession of multiple vehicles that serve as collateral to the 

Receivables Agora purchased. These vehicles have not been transferred to Agora despite Agora’s 

demand. 

86. Defendants have failed to secure marketable title to multiple vehicles that serve as 

collateral to the Receivables Agora purchased. Defendants’ failure to do so causes continuing 

material damages to Agora and impairment of Agora’s ability to properly service the RICs.

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Courthouse Tower - 25th Floor, 44 West Flagler Street, Miami, FL 33130 (305) 379-0400

87. Defendants have failed to transfer the GPS devices of the vehicles that serve as 

collateral to the Receivables Agora purchased. This similarly has resulted in continuing damages to 

Agora and impairs Agora’s ability to service the RICs. 

88. Defendants have, on at least one occasion, advised an Obligor to return a vehicle, 

which serves as collateral for a Receivable Agora purchased, to Defendants as a voluntary 

repossession. Defendants also advised the Obligor the voluntary repossession would not impact 

their credit. These are false statements and result in material damages to Agora and potentially to 

the Obligors.

89. On September 29, 2022, Agora sent Defendants a Demand for Payment of Amounts 

Due and for specific performance of the foregoing obligations under the MRA. 

90. Defendants refused to cooperate with Agora and failed to comply with Agora’s 

demand. 

91. WHEREFORE, Plaintiff, Agora, seeks a final judgment for specific performance

requiring Defendants to: 

1) Repurchase all of the Retail Instalment Sales Contracts pledged to Agora, or, 

in the alternative:

2) The transfer of all GPS devices to the vehicles subject to the Receivables sold 

to Agora;

3) The transfer of marketable title to all vehicles subject to the Receivables sold 

to Agora;

4) The immediate transfer of all vehicles subject to the Receivables sold to Agora

to Ft. Lauderdale Manheim action at Defendants’ expense 

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Courthouse Tower - 25th Floor, 44 West Flagler Street, Miami, FL 33130 (305) 379-0400

5) Transfer of all payments held by Defendants received from the Obligors and 

insurers concerning the vehicles subject to the Receivables sold to Agora;

COUNT III

TORTIOUS INTERFERENCE WITH BUSINESS RELATIONS

92. Agora re-alleges and re-avers paragraphs 1 through 74 above, as if fully set forth 

herein.

93. To state a claim for tortious interference with a business relationship, a plaintiff must 

show: “(1) the existence of a business relationship, not necessarily evidenced by an enforceable 

contract; (2) knowledge of the relationship on the part of the defendant; (3) an intentional and 

unjustified interference with the relationship by the defendant; and (4) damage to the plaintiff as a 

result of the breach of the relationship.” Tamiami Trail Tours, Inc. v. Cotton, 463 So. 2d 1126, 1127 

(Fla. 1985).3

94. There exist numerous business relationships between Agora and the Obligors. As 

discussed above, Agora purchased portfolios of Receivables which comprised of Retail Installment 

Sales Contracts between Defendants and individuals who purchased vehicles from the Defendants.

95. As of the date of purchase, all right title and interest in, to and under the Retail 

Instalment Sales Contracts were transferred to Agora. Agora’s agent, Westlake, began servicing 

the Retail Instalment Sales Contracts. 

96. Defendants are undoubtedly aware of Agora’s relationships with the Obligors 

because Defendants sold the Receivables to Agora by virtue of the MRA.

97. Defendants intentionally interfered with Agora’s relationships with the Obligors by:

3 Florida courts have determined tortious interference with a business relationship and tortious interference with a 

contract are nearly identical causes of action, with the “only material difference” being “in one there is a contract and in 

the other there is only a business relationship.” Smith v. Ocean State Bank, 335 So. 2d 641, 642 (Fla. 1st DCA 1976).

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Courthouse Tower - 25th Floor, 44 West Flagler Street, Miami, FL 33130 (305) 379-0400

(a) Failing to tender to Agora payments made to Defendants by the Obligors under the 

Receivables; 

(b) Failing to tender payments received from insurers; 

(c) Maintaining possession of multiple vehicles that serve as collateral to the Receivables 

purchased by Agora;

(d) Failing to secure marketable title to multiple vehicles that serve as collateral to the 

Receivables purchased by Agora. 

(e) Failing to transfer the GPS devices of the vehicles that serve as collateral to the 

Receivables purchased by Agora. 

(f) Advising Obligors that returning a vehicle would not impact their credit. 

98. The Defendants’ conduct is unjustified because it is expressly prohibited by the 

MRA and potentially causes harm to the Obligors that Agora seeks to service. 

99. Additionally, Defendants’ actions have interfered with and resulted in the breach of 

numerous RICs between Agora and Obligors including, but not limited to, Obligors’ failure to 

maintain possession of the vehicles, failure to make payment under the RICs, jeopardizing Agora’s 

interest in the vehicles, selling or transferring the vehicles without consent, not notifying Agora of 

losses or damage to the vehicles.

100. Agora has been materially damaged by these actions including but not limited to 

Defendants’ diversion of customer payments to itself, the disruption of Agora’s ability to properly 

service the Receivables, Defendants’ failure to repurchase the receivables despite Agora’s demand, 

Defendants’ failure to secure marketable title to the vehicles jeopardizing the security interest in the 

vehicles, Defendants’ failure to secure GPS devices to the Vehicles, Defendants’ failure to remit the 

total amount of the receivables owed to Agora and the insurance proceeds owed to Agora, Defendants 

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Courthouse Tower - 25th Floor, 44 West Flagler Street, Miami, FL 33130 (305) 379-0400

deprivation of Agora and the Obligor’s rights to the vehicles that secure the Receivables, the 

Obligor’s breaches under the RICs, the potential legal claims the Obligors may have against Agora 

and its servicer as a result of Defendants’ actions and the attorney’s fees and costs in bringing the 

instant complaint. 

101. WHEREFORE, Plaintiff, Agora, demands judgment for damages against Defendants 

together with interest, late charges, penalties, consequential damages, special damages, costs and 

attorneys’ fees and for any other relief this Court deems just and proper.

COUNT IV

VIOLATION OF FLORIDA’S DECEPTIVE AND UNFAIR TRADE PRACTICES ACT

102. Agora re-alleges and re-avers paragraphs 1 through 74 above, as if fully set forth 

herein.

103. In order to state a claim under the Florida Deceptive and Unfair Trade Practices Act 

(“FDUTPA”) a consumer must plead: (1) a deceptive act or unfair practice; (2)

causation; and (3) actual damages. Rollins, Inc. v. Butland, 951 So.2d 860, 869 (Fla. 2d DCA 

2006); Washington v. LaSalle Bank Nat. Ass'n, 817 F. Supp. 2d 1345, 1350 (S.D. Fla. 2011)

104. Defendants have, on at least one occasion, and without notifying Agora, advised an 

Obligor to return a vehicle that serves as collateral for a Receivable purchased by Agora, to 

Defendants as a voluntary repossession. 

105. Defendants also advised the Obligor that the voluntary repossession would not impact 

their credit.

106. Specifically, on May 2, 2022, an Obligor contacted Defendants via email requesting 

information concerning the implications of returning the vehicle. Specifically, the Obligor asked:

“Now my question is will this mess up my credit when they take the car back?”

107. In response Defendants stated:

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Courthouse Tower - 25th Floor, 44 West Flagler Street, Miami, FL 33130 (305) 379-0400

“It was actually me that you were speaking with and to answer your question, no there 

will be no repercussions for voluntarily surrendering your vehicle. We have received the 

vehicle back, canceled your pending registration with the State of Florida and your 

account will be closed with Track Motors.”

A copy of the redacted email correspondence is attached as Exhibit 2.

108. This was a false and deceptive statement. In fact, a simple Google search of the 

impact of a voluntary repossession reveals that not only does a voluntary repossession continue to 

impact an individual’s credit report but also that money would still be owed under the Retail 

Instalment Sales Contract to the lender.4

109. After making these false misrepresentations to the Obligor, the Defendants included 

this RIC in the portfolio of loans sold to Agora. 

110. Agora has been materially damaged by these actions including but not limited to the 

disruption of Agora’s ability to properly service the Receivable, Defendants deprivation of Agora and 

the Obligor’s rights to the vehicles that secure the Receivables and the potential legal claims the 

Obligors may have against Agora and its servicer as a result of Defendants’ actions and the attorney’s 

fees and costs in bringing the instant complaint. 

111. WHEREFORE, Plaintiff, Agora, demands judgment for damages against Defendants 

together with interest, late charges, penalties, consequential damages, special damages, costs and 

attorneys’ fees and for any other relief this Court deems just and proper.

COUNT V

PRELIMINARY INJUNCTION

112. Plaintiff re-alleges and re-avers paragraphs 1 through 74 above as if fully set forth 

herein. 

4 https://www.creditkarma.com/auto/i/voluntary-repossession

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Courthouse Tower - 25th Floor, 44 West Flagler Street, Miami, FL 33130 (305) 379-0400

113. This is an action for a preliminary injunction. Pursuant to Rule 65, the Court may 

issue a preliminary injunction if Plaintiff demonstrates that (i) there is a substantial likelihood of 

success on the merits, (ii) a substantial threat of irreparable injury, (iii) that the threatened injury to 

the plaintiff outweighs the potential harm to the defendant and (iv) that the injunction will not disserve 

the public interest. Palmer v. Braun, 287 F.3d 1325, 1329 (11th Cir. 2002).

114. All of the elements for the imposition of a preliminary injunction are present here.

115. Agora submits that there is a substantial likelihood of success on the merits because, 

as detailed above, Defendants are engaged in continuing breaches of the MRA and interference with 

Agora’s business relationships with the Obligors that causes great detriment to Agora but also to the 

individuals who purchased the vehicles from defendants. 

116. The Defendants’ conduct is unjustified because it is expressly prohibited by the MRA.

117. There is a substantial threat of irreparable injury to Agora and to the Obligors. Agora 

is being continually harmed by being deprived of the vehicles securing the Receivables it purchased

by, including and without limitation Defendants’: 

(a) Failing to tender to Agora payments made to Defendants by the Obligors under the 

Receivables; 

(b) Failing to tender payments received from insurers; 

(c) Maintaining possession of multiple vehicles that serve as collateral to the Receivables 

purchased by Agora;

(d) Failing to secure marketable title to multiple vehicles that serve as collateral to the 

Receivables purchased by Agora. 

(e) Failing to transfer the GPS devices of the vehicles that serve as collateral to the 

Receivables purchased by Agora. 

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Courthouse Tower - 25th Floor, 44 West Flagler Street, Miami, FL 33130 (305) 379-0400

(f) Advising Obligors that returning a vehicle would not impact their credit. 

118. Absent an injunction, Agora has no adequate remedy at law and will suffer irreparable 

harm, which is presumed under Florida law because of Agora’s claim for tortious interferences of a 

business relationship. Special Purpose Accounts Receivable Cooperative Corporation v. Prime One 

Capital Company, LLC 125 F. Supp.2d 1093, 1105 (S.D. Fla. 200) (“...irreparable injury is presumed 

in cases involving tortious interference with business relationship”). 

119. Defendants will not be harmed by the requested injunction. The granting of the 

temporary injunction will merely keep the parties bound to the terms of the MRA that they negotiated 

and agreed to. Moreover, the conduct enjoined will prohibit further harm to third party Obligors. 

120. The injunction sought will serve the public interest because it seeks to protect the 

interests of third-party Obligors as well as Agora’s during the pendency of this lawsuit. Indeed, the 

requested injunction will help restore the certainty to the types of receivable financing transactions 

involved here, including assuring consumers of financed vehicles that are subject of such transactions 

that their vehicles will not be wrongfully repossessed. 

121. WHEREFORE, Plaintiff, Agora, seeks an order granting Agora’s request for 

preliminary injunction requiring Defendants to:

1) Enjoin Defendants from taking cars without a full payoff to Agora;

2) Enjoin Defendants from advising customers to voluntary repossess their 

vehicles and then selling them another vehicle; 

3) Enjoin Defendants from selling a customer currently on a contract with Agora 

another car without payoff

4) Enjoin Defendants from accepting and or collecting consumer payments and 

insurance checks from consumers on an account with Agora

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Courthouse Tower - 25th Floor, 44 West Flagler Street, Miami, FL 33130 (305) 379-0400

5) Enjoin Defendants to direct all customers to Agoras servicer for payments

6) Enjoin Defendants to direct all insurance companies to Agoras servicer for 

payments 

7) Enjoin Defendants from transferring or releasing any liens on vehicles 

securing Receivables sold to Agora

8) Enjoin Defendants from communicating with consumers other than normal 

customer service unrelated to the servicing of the Retail Installment Sales Contracts. 

DEMAND FOR ATTORNEY’S FEES

Agora hereby demands its attorney’s fees and costs in connection with the institution of this 

lawsuit as provided by the MRA and Florida law. 

VERIFICATION

Under penalty of perjury under the laws of the United States, I declare that I have read the 

foregoing, and that the facts alleged therein are true and correct. I understand that a false 

statement in this Verification will subject me to penalties of perjury. 

_______________________________

Chris Hawke 

Chief Financial Officer / Chief Legal Officer

Agora Data Inc. 

Respectfully submitted,

LIEBLER, GONZALEZ & PORTUONDO

Attorneys for Agora Data Inc.

Courthouse Tower – 25th Floor

44 West Flagler Street

Miami, FL 33130

Telephone: (305) 379-0400

E-Mail: service@lgplaw.com 

By: /s/ James R. Liebler, II, Esq.___________

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LIEBLER, GONZALEZ & PORTUONDO

Courthouse Tower - 25th Floor, 44 West Flagler Street, Miami, FL 33130 (305) 379-0400

J. RANDOLPH LIEBLER

Florida Bar No. 507954

JAMES R. LIEBLER, II

Florida Bar No. 115348

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