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IN THE UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA

PALM BEACH DIVISION

IOU CENTRAL, INC. 

d/b/a IOU FINANCIAL, INC 

Plaintiff, CASE NO.:

vs.

PLATINUM POOLS AND SPAS, LLC;

DAVID GREINER;

ALFRED MICHAEL HAEFNER;

Defendant[s]

___________________________________/

COMPLAINT

Plaintiff IOU sues the Defendants as follows: 

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

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

2. Defendant Greiner and Haefner [Debtors] are individuals domiciled in

and citizens of Florida, the sole members of Platinum [Business] per 28 U.S.C. § 1332.

3. The Loan at issue was applied for, considered in, funded from and due to be 

performed in Georgia. It is governed by Georgia law, applicable to all claims at issue, which may 

be enforced here, as Defendants agreed, who subjected themselves to jurisdiction here with their

property and assets. Defendants are related to Debtor and bound by the Loan, per their 

ratification of the Loan, common ownership of Business, of property secured by the Loan or 

other conduct in which they participated. It was foreseeable that all Defendants are bound by the 

Loan, whose rights derive from Debtors/Business as detailed below. 

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The Parties

4. Defendants conduct their pool business as an enterprise, sharing its name, offices,

staff, property, assets, ownership, management and finances. They have authority to act for each 

other on the transactions, acts and omissions at issue

5. Business/Debtors applied for a commercial Loan [Loan] at Plaintiff’s office. They

represented in the application that Debtors could bind Business, had the ability and intent to 

comply with the Loan, whose application information was truthful, upon which Plaintiff

materially relied in providing the Loan, which Defendants ratified. 

6. Defendants entered into an agreement to obtain the Loan for all of them, which

they accepted and adopted, from which they benefitted and ratified.

The Commercial Loan

7. On or about 04/12/22 [Closing] Business, through Debtors executed and delivered a

Note to Plaintiff for a gross loan amount/principal sum of $134,400.00, at Plaintiff’s Georgia

office, evidencing this Loan, agreeing they were obtaining it for business and commercial 

purposes, to pay it per its term; by ACH debits, with simple interest and a loan guaranty fee; 

confirming all information in the loan application process [Note ¶¶ 1-5] and Defendants adopted 

and ratified the Note by obtaining this Loan and Funds and their other acts and omissions. 

8. The Note is breached and in default if its (i) amounts are not received when due;

(ii) Business breaches its warranties, representations, covenants, terms or conditions (iii) default 

under any guaranty or instrument, to enhance the Loan’s underwriting; a bankruptcy, insolvency 

or receivership proceeding is commenced by or as to either Business and not dismissed within 30 

days (iv) either Business ceases to exist (v) obtains another loan without written permission

[Note ¶ 6] which Defendants ratified by obtaining the Loan.

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9. The Note is the unconditional legal obligation of Debtors/Business to satisfy the

Loan, with all others who become liable for it, who assumed, adopted and ratified it and waived

defenses to it, aside from payment, as the Note provides: 

Borrower and all others who become liable for the payment of all or any part of 

the amounts due under this Note do hereby severally waive: (i) presentment and 

demand for payment; (ii) notice of dishonor, protest and notice of protest, 

acceleration and intent to accelerate, non-payment and all other notices of any 

kind, except for notices expressly provided for in this Note; and (iii) any defense, 

including but not limited to the defense of the statute of limitations in any action 

or proceeding brought for the obligations due, arising under or related to this

Note aside from the defense of payment in full. No notice to or demand on 

Borrower shall be deemed to be a waiver of the obligation of Borrower under this 

Note or the right of Lender to take further action without further notice to 

Borrower [Note ¶13].

Borrower is and shall be obligated to pay principal, interest and any other 

amounts which shall become payable hereunder absolutely and unconditionally 

and without any abatement, postponement, diminution or deduction and without 

any reduction for counterclaim or setoff [emphasis added] [Note ¶14].

Borrower may only assign its rights and obligations under this Note with

Lender’s written agreement, to which any merger, takeover or combination of 

Borrower with another entity is subject. However, any person or entity receiving 

a portion of the Funds of this Note, undisclosed to Lender, is deemed to have 

assumed liability for the Note, which is enforceable against that person or entity 

at Lender’s sole election and discretion [Note ¶ 22].

10. The Note is governed by Ga. Law. All others who are or become liable for or are 

bound by the Loan are subject to jurisdiction and venue in any action arising from or relating to 

the Loan [Note ¶¶ 20, 23, 24] which Defendants assumed, adopted and ratified by obtaining the 

Loan or retaining the Loan Funds.

11. The property and assets of Business, with and all others who are or become liable

for or are bound by the Loan, are encumbered as its collateral under a Security Agreement in the

Note, which Defendants assumed, adopted, accepted, from which they benefited and ratified per

their acceptance and retention of the Funds, which provides: 

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

due and the performance of all obligations of Borrower from time to time under 

this Note and all extensions, renewals and amendments of any of the foregoing 

Borrower hereby pledges, transfers, assigns, conveys and grants a security interest 

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

owned or hereafter acquired, created or arising property including any right, title

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

mixed, and whether tangible or intangible, and in each case regardless of where 

such Property may be located and whether such Property may be in the possession 

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

or to property of any kind whatsoever, whether real, personal or mixed, and 

whether tangible or intangible and (1) any and all amounts owing to Borrower 

now or in the future from any merchant processor(s) processing charges made by

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

tangible and intangible personal property, including, but not limited to: (a)

inventory, (b) equipment, (c) investment property, including certificated and

uncertificated securities, securities accounts, security entitlements, commodity 

contracts and commodity accounts, (d) instruments, including promissory notes, 

(e) chattel paper, including tangible chattel paper and electronic chattel paper, (f) 

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

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

intangibles and software, and (k) as-extracted collateral as such terms may from 

time to time be defined in the Uniform Commercial Code. The collateral includes 

all accessions, attachments, accessories, parts, supplies and replacements for the 

collateral, all products, proceeds and collections thereof and all records and data

relation thereto [Note ¶ 21].

12. The Note and Security Agreement are enforceable by remedies such as but not

limited to repossession, replevin, judicial foreclosure or prejudgment or provisional ones relating 

to any collateral, security or property interests of Business and Debtors for debt owed under the

Loan [Note ¶ 25] which Defendants adopted and ratified by obtaining the Loan and its Funds.

13. On or about the Closing, each Debtor executed and delivered a Guaranty of the

Note and Security Agreement to Plaintiff, again confirming all information in the loan 

application which Defendants ratified by obtaining the Loan or retaining its Funds.

14. Each Guaranty is breached and in default based on breach and default on its terms

or any breach of and default on the terms of the Note [Guaranty p. 1]. 

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15. Each Guaranty reflects the unconditional legal obligations of Debtors to satisfy

the Loan, with all others who become liable for the Loan, their estates, executors, administrators, 

heirs, successors and assigns, such as the other Defendants, which assumed, adopted and ratified

it and waived defenses to it aside from payment, which provides:

In consideration of the loan made by Lender to Borrower, Guarantor hereby

absolutely and unconditionally guarantees both payment of, and collection of, the 

Guaranteed Debt when due under the terms of the Note. Guarantor will pay the 

Guaranteed Debt in full, without setoff or counterclaim upon Lender’s demand. 

[emphasis added] This Guaranty shall not be affected by the genuineness, 

validity, regularity or enforceability of the Note, or by circumstances relating to 

the Note that might otherwise constitute a defense to this Guaranty. Guarantor 

acknowledges that there may be more than one Guarantor of the Guaranteed Debt 

and agrees that, in such circumstances, each Guarantor shall be joint and severally 

liable for the Guaranteed Debt. [Guaranty ¶ 2].

This Guaranty is a continuing and irrevocable guaranty of the Guaranteed Debt 

and shall remain in full force and effect until the Guaranteed Debt, and any other 

amounts payable under this Guaranty, are paid in full. This Guaranty shall 

continue to be effective, or be reinstated, as if such payment had not been made, if 

at any time any payment of any portion of the Guaranteed Debt is rescinded or 

must be restored or returned by Lender to Borrower upon the insolvency or 

bankruptcy of the Borrower or otherwise This Guaranty shall: (i) bind Guarantor

and Guarantor’s executors, administrators, successors and assigns, provided that 

Guarantor may not assign rights or obligations under this Guaranty without 

Lender’s prior written consent; and (ii) inure to the benefit of Lender and its 

successors and assign [Guaranty ¶ 3].

Guarantor and all others [emphasis added] who become liable for the payment of 

all or any part of the amounts due under this Note severally waive: (i) presentment 

and demand for payment; (ii) notice of dishonor, protest and notice of protest, 

acceleration and intent to accelerate, non-payment and all other notices of any 

kind, except for notices expressly provided for in this Note; and (iii) any defense 

in any action or proceeding brought for the obligations due under this Guaranty 

aside from the defense of payment in full. No notice to or demand on Guarantor 

shall be deemed to be a waiver of the obligation of Guarantor under this Guaranty 

or the right of Lender to take further action without further notice to Guarantor.

[Guaranty ¶ 8].

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16. All obligations and debts owed by Business to Debtors are subordinated, waived

or subject to their obligations to satisfy the Loan [Guaranty ¶¶ 4-5] which Defendants assumed, 

adopted and ratified by obtaining the Loan or obtaining and retaining the Funds.

17. Each Guaranty is governed by Ga. law. All others who are or become liable for or

are bound by the Loan are subject to jurisdiction in any forum in any action arising from or 

relating to the Loan [Guaranty ¶¶ 10-11] which Defendants ratified by obtaining the Loan/Funds.

18. The property and assets of Business/Debtors, with all others who are or become 

liable for or are bound by the Loan, are encumbered as its collateral under the Note, Security

Agreement and Guarantees, which Defendants ratified, as each Guaranty states:

Guarantor agrees that the Guaranteed Obligations shall consist of all obligations 

of any Borrower under the Note, including: (i) the Principal Note Amount and 

Loan Guaranty Fee; (ii) Note Interest; (iii) Default Interest; (iv) Late Charges, (v) 

Insufficient Funds Charges; (vi) the Security Agreement in the Note, which is 

secured by Guarantor’s property to the same extent as the Borrower’s property 

under the Security Agreement and the provisions of which are hereby 

incorporated by reference against the Guarantor as if the Guarantor had

executed the Security Agreement in the Note; (vii) any amounts owed as a 

consequence of a declared Event of Default and acceleration by Lender; and (viii) 

Lender’s other costs and expenses of enforcing the Note including, but not limited

to, attorneys’ fees, and the costs of any court/arbitration proceeding to enforce the

Note against Borrower [Guaranty ¶ 1] 

19. Plaintiff may enforce the Loan as to Debtor and all others who become liable for

and are bound per each the Guaranty, such as all Defendants, with its same methods and 

remedies in the Note such as the Security Agreement [Guaranty ¶¶ 11, 14, 20].

20. At the Closing, Debtors executed a Debit Agreement with Business to Plaintiff,

authorizing Loan payments from their account into Plaintiff’s account and Defendants assumed, 

adopted and ratified the Loan by making payments on them or retaining the Funds.

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21. At the Closing, Business/Debtors received the Loan Funds by wire from the

Plaintiff’s account into their account and Defendants assumed, adopted and ratified the Loan by 

obtaining and retaining the Funds.

Breach of the Commercial Loan

22. Defendants assumed, adopted and ratified the Loan, Note, Guarantees, Security

Agreement and Debit Agreement [Instruments] obtaining the Loan, accepting and retaining the 

Funds. They paid themselves from property and assets of Business secured by the Loan and the 

Funds, without paying it, from which they benefited. They did not intend to satisfy the Loan. 

23. Defendants engaged in the misconduct to benefit themselves and to impair,

hinder, delay and prevent enforcement of the Loan, after the Closing, to defraud Plaintiff of its 

Loan Funds and then its secured interest in the property and assets of the Business.

24. Upon information, Defendants operate as an enterprise as detailed above or as a

partnership, who co-mingle, control and share their profits and losses and make contributions to 

their business, or they conduct each business as their alter-egos, whose corporate formalities are 

disregarded, which are undercapitalized and cannot satisfy their obligations, requiring their

corporate veils or other structure to be pierced to avert this fraud to enforce Plaintiff’s paramount 

equity in their property and assets as shown here. 

25. Defendants breached the Instruments after the Closing, which they never cured,

including but not limited to ceasing Loan payments, obtaining unapproved loans and conducting 

the sale of the Business and ensuing bankruptcy, with Plaintiff accelerating the Loan per the 

default. They retain and never returned the Funds. They remain in default of the Loan. They are 

subject to the Loan. They did not resolve this matter even after demand by Plaintiff.

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The Secured Commercial Loan and Loan Collateral

26. The Instruments secure and encumber the property and assets of Defendants, such

as but not limited to the below, used to operate their enterprise or other business:

(a) Any real and personal property and assets of Defendants including but not limited

to that owned or located at 2300 Tall Pines Drive, Largo FL 33771 and 13182 86th Ave, 

Seminole FL 33776 and 610 Northmoor Ave, N. Street, Petersburg FL 33702. 

(b) Any assets secured by other loans of Defendants, satisfied by the Loan into which

Plaintiff is subrogated [Prior Loans].

(c) All Defendants “became liable” on the Instruments as “successors/assigns” of 

Business and Debtors on the Loan, adopted and assumed them. Defendants are closely related to

each other. It was foreseeable they are bound by the Loan, whose rights derive from each other. 

(d) The properties and assets of Defendants are not subject to a homestead or other 

protection or exemption, were waived by the Instruments or by their conduct at issue.

(e) The properties/assets of Defendants are subject to any UCC-1 or other notice as to

the Loan and subject to jurisdiction here. Plaintiff relied upon the property and assets of

Defendants in advancing the Loan.

27. The Instruments, read together, are the commercial Loan, that “absolutely and

unconditionally” promises its “payment and collection” [Note ¶¶ 2, 14, Guaranty ¶¶ 1-3].

Debtor/Business and others are “liable for its amounts due” including the other Defendants as

their “successors and assigns” who ratified it, to whom it is enforceable [Note ¶¶ 13, Guaranty ¶¶

3, 8]. They must satisfy it before paying themselves from property and assets of Business

[Guaranty ¶¶ 4-5]. It bars their claims, offsets and defenses except payment [Note ¶ 13, 14,

Guaranty ¶¶ 2, 8]. It provides for interest, costs, charges and fees [Note ¶¶ 2, 5, 8, 10, Guaranty

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¶¶ 1, 7]. It is enforceable by unlimited remedies including on the debt and liens [Note ¶¶ 21, 25, 

Guaranty ¶¶ 1, 11, 14, 20]. It was ratified by Defendants who obtained and remain subject to the 

Loan and retain the Funds for which they are liable.

28. Defendants breached and defaulted on the Loan Instruments just after the Closing,

failing to disclose their debts or other issues and ceasing Loan payments. They dissipated, 

disposed of and benefitted from property and assets secured by the Loan such those of Business,

who paid themselves instead of the Loan. They did not cure these issues after demand by 

Plaintiff. These matters require equitable relief as there is no adequate legal remedy. 

29. Defendants engaged in their misconduct to impair, hinder, delay and prevent

enforcement of the Loan, after the Closing, which they did not cure after demand by Plaintiff. 

30. These matters require equitable relief as there is no adequate legal remedy. 

31. Plaintiff owns and holds the defaulted Loan and has standing to enforce the Loan

before commencing suit, for its principal balance, attorney’s fees, pre-judgment interest and 

other charges provided by law and its terms [Note ¶¶ 2, 5, 7, 8, 9, 10, 12, Guaranty ¶¶ 1, 7].

32. Plaintiff reasonably relied upon the representations of Defendants through Debtor

and Business, which closed the Loan and paid them the Funds as a result.

33. Defendants accepted, benefitted from and ratified the Loan but unjustly retain the

Funds at Plaintiff’s expense with their property and assets.

34. Defendants are indebted to Plaintiff for the Funds for which their property and assets

are secured per the Instruments, of which they had knowledge, who are not prejudiced or 

subjected to injustice by enforcing the Loan as to them.

35. All conditions precedent to suit to occurred, were fulfilled, or waived, or their

occurrence or fulfillment were unnecessary or futile.

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COUNT I: ENFORCEMENT OF SECURED INSTRUMENTS 

AS TO ALL DEFENDANTS

36. ¶¶ 1-35 are incorporated.

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

and to secure their property and assets as collateral for the Loan.

38. Defendants assumed, adopted, ratified and benefitted from the Loan by accepting

and retaining their Funds and its collateral or by their other acts and omissions, subject to the 

terms of the Instruments.

39. The Instruments are secured by all property and assets of Defendants, which they

assumed, adopted and ratified and for which they are jointly obligated.

40. Plaintiff requires enforcement of the Instruments as to Defendants, their property

and assets due to their conduct, including their default upon and breach of the Loan, per the

intent of the secured Loan Instruments and equitable principles.

41. Plaintiff requires this equitable relief which will not prejudice Defendants for

which there is no adequate legal remedy given these matters. 

42. Per 28 U.S.C. §§ 2201, 2001 and applicable law, Plaintiff requests the Court

declare and establish Defendants are jointly liable for the Instruments for which their property 

and assets are secured as collateral, enforceable as a secured lien, equitable lien, constructive 

trust or like relief, subrogated into any prior satisfied loan, relating back to the Closing, judicially 

foreclosing Plaintiff’s secured lien or other interest in all such property and assets of Defendants, 

their fixtures, appurtenances, rents, contents and insurance, in which all other claims and 

interests are inferior, subordinate, barred, foreclosed, quieted to all right, title, interest and equity 

of redemption, issuing a post-sale writ of possession and of ejectment for Plaintiff or any 

purchaser, granting all just relief, such as its other relief.

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COUNT II: BREACH OF INSTRUMENTS 

AS TO ALL DEFENDANTS

43. ¶¶ 1-35 are incorporated.

44. Defendants consented to and ratified the Instruments by accepting the Funds or by

their other acts and omissions, who are liable as co-guarantors and obligors per the Loan.

45. Defendants breached the Instruments, failed to make payments, who did not

otherwise comply with their terms, which are now in default and due.

46. Plaintiff accelerated the principal balance of its defaulted Instruments of which

Defendants were given notice or notice was not required or is futile and the Instruments provide for 

payment of Plaintiff’s attorney’s fees and costs.

47. Per O.C.G.A. § 13-1-11, Defendants are notified unless all principal, interest and

charges due under the Instruments are paid within 10 days of service of this Complaint, then 

Plaintiff can enforce and invoke the fees provisions of the Instruments and Defendants will be 

indebted for Plaintiff’s fees and costs.

48. Per O.C.G.A. § 7-4-16, Plaintiff is entitled to prejudgment interest with any

charges as provided by the Instruments and as provided by law.

49. Plaintiff demands judgment for its damages on the Instruments as to Defendants

plus fees, interest, costs and its other charges, plus all just relief such as its other remedies.

COUNT III: UNJUST ENRICHMENT 

AS TO ALL DEFENDANTS

50. ¶¶ 1-35 are incorporated.

51. Defendants induced and encouraged Plaintiff to confer the Funds upon them

through Business and Debtor of which they assumed, adopted and ratified.

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52. Plaintiff provided the Funds to Defendants, expecting their repayment, of which 

they appreciated, consented, benefitted and ratified.

53. Defendants retain the Funds which should be repaid, who are otherwise unjustly

enriched by them at Plaintiff’s expense.

54. Per O.C.G.A. § 7-4-16, Plaintiff is entitled to prejudgment interest and other costs 

and charges as provided by law.

55. Per O.C.G.A. § 9-2-7 and applicable law, Plaintiff demands judgment as to

Defendants for the Funds, costs and all just relief, such as its other remedies. 

COUNT IV: MONEY HAD AND RECEIVED

AS TO ALL DEFENDANTS

60. ¶¶ 1-35 are incorporated.

61. Defendants wrongfully induced payment of the Funds which they received, hold

and which rightfully belong to Plaintiff.

62. Defendants should not retain and unjustly enrich themselves with the Funds at

Plaintiff’s expense to which it is entitled in good conscience and equity.

63. Plaintiff made demand for repayment of the Funds upon Defendants by and/or

through Debtor which was refused and/or unnecessary and/or futile.

64. Plaintiff demands judgment as to Defendants for the balance of the Funds, costs

and just relief, including its other remedies.

65. Defendants are not minor(s) or adjudged incompetent; were not in the military for

the last 30 days and are not subject to protection per 50 U.S.C. § 3901.

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Respectfully submitted this 31st day of August 2022.

By: /s/Paul G. Wersant

 Paul G. Wersant

Florida Bar No. 48815

3245 Peachtree Parkway, Suite D-245

Suwanee, Georgia 30024

Telephone: (678) 894-5876

Email: pwersant@ioufinancial.com

Attorney for Plaintiff IOU

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