1 

Homer Bonner Jacobs Ortiz, P.A.

1200 Four Seasons Tower | 1441 Brickell Avenue | Miami Florida 33131

305 350 5100 | www homerbonner.com

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA

Miami Division

Case No. 1:22-cv-23170

CARDINAL POINT, LLC,

a Florida limited liability company,

ALEXANDER SORIA, TONY RODRIGUEZ,

KENNETH KNOPP, and RANDY BAKER,

Plaintiffs,

v. 

EPIC HOLDINGS, INC., and

EDGEWOOD PARTNERS INSURANCE 

CENTER, INC., doing business as

EPIC INSURANCE BROKERS &

CONSULTANTS, 

Defendants.

_______________________________________________/

COMPLAINT

Plaintiffs Cardinal Point, LLC, Alexander Soria, Tony Rodriguez, Kenneth Knopp, and 

Randy Baker sue Defendants EPIC Holdings, Inc. and Edgewood Partners Insurance Center, 

for damages, and allege as follows:

The Parties, Jurisdiction, and Venue

1. Plaintiff Cardinal Point, LLC (“Cardinal”) is a Florida limited liability 

company with its principal place of business in Miami-Dade County, Florida. It is a 

reinsurance distribution company providing managed care reinsurance and stop loss 

products. Together, Messrs. Soria, Rodriguez, Knopp, and Baker own 100% of the issued 

and outstanding shares of Cardinal.

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Homer Bonner Jacobs Ortiz, P.A.

1200 Four Seasons Tower | 1441 Brickell Avenue | Miami Florida 33131

305 350 5100 | www homerbonner.com

2. Plaintiff Alexander Soria is a resident of Miami-Dade County, Florida, who is 

over eighteen years of age and is otherwise sui juris. 

3. Plaintiff Tony Rodriguez is a resident of Miami-Dade County, Florida, who is 

over eighteen years of age and is otherwise sui juris. 

4. Plaintiff Kenneth Knopp is a resident of Tennessee who is over eighteen 

years of age and is otherwise sui juris. 

5. Plaintiff Randy Baker is a resident of Colorado who is over eighteen years of 

age and is otherwise sui juris. 

6. Defendant EPIC Holdings, Inc. (“EPIC Holdings”) is a Delaware corporation.

7. Defendant Edgewood Partners Insurance Center, Inc. (“EPIC”) is a California 

corporation doing business as EPIC Insurance Brokers & Consultants. It is registered to do 

business in Florida and has an office in Miami-Dade County, Florida located at 135 San 

Lorenzo Ave., Suite 630, Coral Gables, Florida 33146.

8. This Court has subject matter jurisdiction over this dispute under 28 U.S.C. § 

1332 because this matter involves a claim for damages in excess of $75,000, exclusive of 

interest, costs, and attorneys’ fees, and there is complete diversity between Plaintiffs and 

Defendants.

9. Defendant EPIC Holdings is subject to personal jurisdiction because it 

consented to the jurisdiction of any state or federal court located in Miami, Florida. 

Defendant EPIC is subject to personal jurisdiction because it is bound by EPIC Holdings’ 

consent to jurisdiction in any state or federal court in Florida and EPIC’s contacts in and 

with the State of Florida are substantial, continuous, and systematic such that subjecting 

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Homer Bonner Jacobs Ortiz, P.A.

1200 Four Seasons Tower | 1441 Brickell Avenue | Miami Florida 33131

305 350 5100 | www homerbonner.com

EPIC to jurisdiction in Florida does not offend traditional notions of fair play and 

substantial justice. 

10. Venue in Miami-Dade County, Florida is proper pursuant to 28 U.S.C. § 

1391(b)(2) and (3), and the mandatory venue provision agreed to by the parties. 

General Allegations

11. Messrs. Soria, Rodriguez, Knopp, and Baker are well-known and highly 

regarded healthcare reinsurance specialists with decades of experience and success. 

12. Reinsurance, also known as insurance for insurers, involves insurers sharing 

their risk portfolios with other parties which reduces their net liability and protects against 

one insurance company having too much exposure and being financially unable to pay 

covered claims. Plaintiffs service a niche, commonly called the managed care market, 

comprising HMOs and health plans within the larger reinsurance industry. 

13. The managed care market is extremely small, comprising approximately 300 

prospective clients, the majority of which are health plans owned by health systems 

(hospitals). While there is significant competition in the niche, there are a limited number 

of competitors, due primarily to the limited number of prospective customers.

14. The standard product sold is a reinsurance agreement with a 12 month term. 

While the term of the agreement is for 12 months, the sales cycle typically includes years of 

prospecting and relationship building with each prospective client, as the decision to enter 

into the reinsurance contract includes the expectation of subsequent renewals. The typical 

reinsurance relationship lasts 3 to 5 years. 

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Homer Bonner Jacobs Ortiz, P.A.

1200 Four Seasons Tower | 1441 Brickell Avenue | Miami Florida 33131

305 350 5100 | www homerbonner.com

15. The average revenue generated from these reinsurance contracts is $150,000 

per year. The majority (as much as 80%) of the contracts in this niche are effective January 

1st. Given the timing and size of the contracts, it is not unusual to experience significant 

revenue growth in one year.

16. Through hard work and good advice, Messrs. Soria, Rodriguez, Knopp, and 

Baker have earned the trust of numerous customers and health plan executives who count 

on their advice in choosing reinsurance products and providing high-level service during 

the applicable policy period. In other words, Messrs. Soria, Rodriguez, Knopp, and Baker

are not merely introducing reinsurance brokers. They provide a variety of services to their 

clients, including but not limited to, assisting with the submission of, and any issues with, 

reinsurance claims, and regularly communicating with HMO and health plan executives 

regarding reinsurance products to cover both current and anticipated future needs. 

17. Between 2016 and 2018, Plaintiffs earned an average annual profit margin of 

approximately 47% based on average annual profit of approximately $1,486,162 and 

average annual revenue of approximately $3,134,453. 

18. Plaintiffs well-earned success garnered the attention of, among others 

interested parties, Integro USA (“Integro”), a large insurance brokerage and specialty risk 

management firm. 

19. In or about late 2018, Integro expressed interest in acquiring Cardinal and 

employing Messrs. Soria, Rodriguez, Knopp, and Baker. Those discussions paused because 

Integro was acquired by EPIC Holdings in December 2018. However, once EPIC Holdings’ 

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Homer Bonner Jacobs Ortiz, P.A.

1200 Four Seasons Tower | 1441 Brickell Avenue | Miami Florida 33131

305 350 5100 | www homerbonner.com

acquisition of Integro was finalized, EPIC Holdings stepped into Integro’s shoes and 

resumed discussions with Plaintiffs regarding acquiring Cardinal. 

A. EPIC Holdings acquires Cardinal’s assets and Messrs. Soria, Rodriguez, 

Knopp, and Baker join EPIC. 

20. On or about August 16, 2019, Plaintiffs and EPIC Holdings entered into an 

Asset Purchase Agreement (the “Purchase Agreement”), a true and correct copy of which 

is attached hereto as Exhibit 1. 

21. It was a great deal for EPIC Holdings as it acquired Cardinal’s assets for no 

money upfront. Pursuant to Section 3.01 of the Purchase Agreement, EPIC Holdings and 

Plaintiffs agreed that the purchase price would be determined four (4) years later and that 

it would equal (a) the amount of Cardinal Business Revenue for the twelve (12) month 

period beginning August 1, 2022 through July 31, 2023, and (b) the applicable revenue 

multiple determined in accordance with the following table attached as Exhibit A to the 

Purchase Agreement: 

Exhibit A 

Purchase Price Table

The Purchase Price shall be calculated in accordance with the below Purchase Price Table. In 

the event that the Cardinal Business Revenue does not reach $2,500,000 in the Final 

Measurement Period, the Purchase Price shall equal $100. 

For purposes of this Purchase Price Table, “EBITDA Range” means the quotient of (a) EBITDA 

divided by (b) the Cardinal Business Revenue. 

Cardinal Business Revenue EBITDA Range Revenue Multiple

$2,500,000 to $3,500,000 Above 20% 0.50

$3,500,000 to $4,000,000 20-25% 0.75

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Homer Bonner Jacobs Ortiz, P.A.

1200 Four Seasons Tower | 1441 Brickell Avenue | Miami Florida 33131

305 350 5100 | www homerbonner.com

$3,500,000 to $4,000,000 25-30% 1.00

$3,500,000 to $4,000,000 30-35% 1.25

$3,500,000 to $4,000,000 Above 35% 1.50

$4,000,000 to $5,000,000 20-25% 1.00

$4,000,000 to $5,000,000 25-30% 1.25

$4,000,000 to $5,000,000 30-35% 1.50

$4,000,000 to $5,000,000 Above 35% 1.75

$5,000,000 to $7,000,000 20-25% 1.50

$5,000,000 to $7,000,000 25-30% 1.75

Above $5,000,000 30-35% 2.00

Above $5,000,000 Above 35% 2.25

22. In other words, EPIC Holdings and Plaintiffs understood and agreed that year 

(4) four (between August 1, 2022 and July 31, 2023) was the crucial year for determining 

the amount EPIC Holdings would be obligated to pay for acquiring Cardinal’s assets. 

23. As part of the transaction and as referenced in the Purchase Agreement, 

Messrs. Soria, Rodriguez, Knopp, and Baker entered into executive employment 

agreements with EPIC Holdings’ subsidiary, EPIC, who drafted the agreements. True and 

correct copies of the employment agreements (collectively, the “Employment 

Agreements”) are attached hereto as Exhibits 2, 3, 4, and 5, respectively. The Employment 

Agreements are substantively the same except for individual titles and base salaries. With 

respect to compensation, Mr. Soria’s Employment Agreement provides as follows:

6.1 Annual Compensation. Subject to adjustment as set forth 

herein, for the first forty-eight month (48) period commencing on the 

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Homer Bonner Jacobs Ortiz, P.A.

1200 Four Seasons Tower | 1441 Brickell Avenue | Miami Florida 33131

305 350 5100 | www homerbonner.com

effective date of this Agreement, Employer shall pay to Executive annual 

cash compensation equal to a base salary of $275,000 (two hundred 

seventy-five thousand dollars) (“Base Salary”). If the compensation paid to 

Executive and the other employees comprising the Cardinal Unit during the 

first thirty-six month (36) month period commencing on the effective date 

of this Agreement exceeds that certain percentage of the annualized 

Revenue (as defined in the Asset Purchase Agreement among EPIC Holdings 

Inc. and Cardinal Point, LLC and its members) of the Cardinal Unit set forth 

in the table below, then the Base Salary along with the compensation of 

such other Cardinal Unit employees shall be reduced proportionately.

Months 12 through 24 Maximum compensation to Revenue ratio of 75% 

Months 24 through 36 Maximum compensation to Revenue ratio of 65%

After 48 months an annual bonus plan shall be developed in 

consideration of Executive’s contribution to the Cardinal Unit’s business 

unit meeting and exceeding the profit margin and revenue growth 

expectations reasonably set for the Cardinal Point business unit each year. 

The Base Salary shall be payable in accordance with Employer’s customary 

payroll practices and procedures and, as with all compensation payable 

under this Agreement, less withholdings for State and Federal income tax, 

FICA, FUTA, and other required statutory deductions. All compensation 

shall be prorated for any partial period during a calendar year, provided 

that to be eligible for the annual bonus Executive Employer as of the 

Employer’s regular bonus payment date each year.

Ex. 2 at § 6.1.

24. The Employment Agreements for Messrs. Rodriguez, Knopp, and Baker 

contain same language as above except their annual base salaries are $225,000, $200,000, 

and $200,000, respectively. See Exs. 3–5 at § 6.1.

25. In announcing the deal, EPIC’s managing principal Peter Robinson stated, 

“We have known and highly respected Alex, Tony, Randy and Ken for many years,” and

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Homer Bonner Jacobs Ortiz, P.A.

1200 Four Seasons Tower | 1441 Brickell Avenue | Miami Florida 33131

305 350 5100 | www homerbonner.com

“[t]heir addition to our team is another exciting step forward for EPIC Re and our Health 

Plan Reinsurance Advisory strategy.”1

26. Plaintiffs were excited too. EPIC Holdings agreed that Cardinal would be the 

“featured platform” for EPIC Holdings’ health plan reinsurance and stop loss division and 

that “[a]bsent a business similar to the Cardinal Business being embedded in a larger 

acquisition, [EPIC Holdings] will not strategically target or acquire a similar business 

during the Earnout Period [of August 16, 2019 through August 15, 2023] without 

[Cardinal’s] written consent.” Ex. 1 at § 8.09. EPIC Holdings’ promise was important to 

Plaintiffs because the addition of similar reinsurance businesses and professionals might 

divert business otherwise captured by Plaintiffs. In addition, the ability to pitch the 

Cardinal team as EPIC Holdings’ featured platform for health plan reinsurance would be

advantageous for marketing purposes and earning business. 

27. EPIC Holdings’ promise to support Plaintiffs in developing new business by, 

“among other things, providing reasonable access to the resources (business contacts, 

vendors, suppliers, markets, etc.) of [EPIC Holdings]” was also a significant factor for 

Plaintiffs moving forward with the deal. Ex. 1 at § 8.12. Plaintiffs expected EPIC Holdings to

refer and put Plaintiffs in touch with prospective health plan reinsurance clients who might 

already be EPIC customers but not use EPIC for their reinsurance needs, as well as enable 

Plaintiffs to offer ancillary insurance products, such as liability coverage, to their prospects. 

1 Founders of RBS Re Join Epic Insurance Brokers and Consultants as Part of Growing Epic 

Reinsurance Unit, available at https://www.send2press.com/wire/founders-of-rbs-re-join-epicinsurance-brokers-and-consultants-as-part-of-growing-epic-reinsurance-unit/, August 22, 2019.

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Homer Bonner Jacobs Ortiz, P.A.

1200 Four Seasons Tower | 1441 Brickell Avenue | Miami Florida 33131

305 350 5100 | www homerbonner.com

B. Plaintiffs’ early success and vigorous relationship building efforts. 

28. In the first six months following deal, Plaintiffs did exceptionally well, 

earning $1.2 million in new business. That amount was particularly impressive because the 

overwhelmingly majority of reinsurance policy revenue is captured as of January 1, when 

policies typically begin or renew. However, reinsurance customers do not select and 

change insurers on a whim. Instead, those decisions are typically made 6 to 8 months in 

advance of January 1. Accordingly, earning $1.2 million in new business during the last 

quarter of 2019 and first quarter of 2020 was a stellar result and a testament to Plaintiffs’ 

hard work and relationship building with prospective clients. 

29. Plaintiffs’ impressive start put them among EPIC’s top revenue producers for 

the entire year of 2020. Indeed, Mr. Knopp was among EPIC’s top 10 revenue producers 

and was lauded across the company as part of the “Summit Club” for top producers. 

30. Plaintiffs were pleased with their start but even more excited for the 

following year as they had several prospective clients who were interested in using 

Plaintiffs as their reinsurance brokers and switching to EPIC’s reinsurance products for the 

January 1, 2021 to December 31, 2021 policy period. 

31. Based on Cardinal’s performance, Cardinal and EPIC Holdings projected that 

Cardinal would realize a purchase price valuation of more than $11 million in August 2023. 

32. Then the worldwide COVID-19 pandemic struck. Countless industries and 

businesses were adversely impacted. 

33. Cardinal’s business was no exception. Earning new business became 

challenging as potential health plan reinsurance customers, of which there are only 

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Homer Bonner Jacobs Ortiz, P.A.

1200 Four Seasons Tower | 1441 Brickell Avenue | Miami Florida 33131

305 350 5100 | www homerbonner.com

approximately 300 in the country, were loath to change reinsurance providers until the 

pandemic dissipated. Moreover, many of Plaintiffs’ prospective clients were hospital 

systems dealing with a variety of challenges caused by the COVID-pandemic and changing 

reinsurance providers was not a priority. It was therefore not surprising that Cardinal’s 

revenue (and that of other EPIC reinsurance business units) slowed considerably for 2021 

and 2022. 

34. The pandemic did not deter the efforts of Messrs. Soria, Rodriguez, Knopp, 

and Baker, however. In addition to serving existing clients, Messrs. Soria, Rodriguez, 

Knopp, and Baker continued to pitch and educate prospective clients regarding the benefits 

of bringing their reinsurance business and other insurance needs to EPIC and brought in as 

much new business as possible. In addition, Messrs. Soria, Rodriguez, Knopp, and Baker

integrated themselves within EPIC’s culture, Reinsurance Team, and Salesforce system. 

They were also praised for taking on the relationship management with Banner Health, a 

high profile and pre-existing EPIC reinsurance customer who had informed EPIC that a new 

lead reinsurance broker was needed to service their account going forward. Plaintiffs 

continue to manage the reinsurance relationship with Banner Health. 

35. Messrs. Soria, Rodriguez, Knopp, and Baker were confident that their efforts 

during the height of the pandemic would bear fruit in the early part of 2022 and result in 

new business during August 1, 2022 and July 31, 2023—the crucial time period for 

measuring Cardinal’s business revenue for determining the purchase price for Cardinal. 

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Homer Bonner Jacobs Ortiz, P.A.

1200 Four Seasons Tower | 1441 Brickell Avenue | Miami Florida 33131

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C. Defendants break their promises and make unreasonable demands not

supported by the parties’ agreements. 

36. Beginning in or around the second half of 2021 and continuing through the 

date of this filing, Defendants have engaged in a pattern of misconduct intended to harm

Plaintiffs’ reputations and market relationships, and thwart Plaintiffs’ ability to bring in 

business during the crucial fourth year. 

37. Defendants have targeted competitors with business similar to Cardinal’s 

business which were not embedded units part of larger acquisitions. Defendants have done 

this with at least the following reinsurance brokers and their businesses: (i) Ellen Anhut; 

(ii) Dan Melanson; (iii) Jason Alvarez; (iv) Mary Sullivan; (v) Chuck Newton; and (vi) Ross 

Downing. 

38. By targeting the foregoing competitors and similar businesses, causing the 

close-knit reinsurance industry to perceive that EPIC Holdings is looking to separate from 

Plaintiffs and that the Cardinal business unit is not the “featured platform” of EPIC 

Holdings’ health plan reinsurance, EPIC Holdings has damaged Messrs. Soria’s, Rodriguez’s, 

Knopp’s, and Baker’s reputations and market relationships, and materially breached 

Sections 8.09 and 8.12 of the Purchase Agreement. 

39. Similarly, by targeting Plaintiffs’ competitors, EPIC knew that it would impair 

the goodwill and reputations of Messrs. Soria, Rodriguez, Knopp, and Baker by, among 

other harm, causing the close-knit reinsurance industry to perceive that EPIC is looking to 

replace them and that the Cardinal business unit is not the “featured platform” of EPIC 

Holdings’ health plan reinsurance. EPIC’s actions are a breach of the non-disparagement 

provision in Section 10 of the Employment Agreements providing that “[d]uring the Term 

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Homer Bonner Jacobs Ortiz, P.A.

1200 Four Seasons Tower | 1441 Brickell Avenue | Miami Florida 33131

305 350 5100 | www homerbonner.com

and at any time thereafter neither Executive nor Employer shall directly or indirectly . . .

knowingly engage in any other conduct or make any other statement that is likely to impair 

the goodwill or reputation of the other party.” Exs. 2-5 at § 10. 

40. Further, and as opposed to late 2019 and 2020, where Defendants involved 

Plaintiffs in annual budgetary planning for 2020 and 2021, Defendants completely 

excluded Plaintiffs from any budgetary planning discussions for 2022. 

41. As it turns out, Defendants’ breaches were and are part of a broader plan to 

attempt to thwart Plaintiffs’ ability to bring in new business and force Plaintiffs to agree to 

a premature separation prior to the end of the crucial August 1, 2022 through July 31, 2023 

time period for determining the purchase price for Cardinal’s assets. 

42. In that regard, on or about January 11, 2022, Defendants’ President of Risk 

Management & National Specialties Marc Kunney surprised Plaintiffs by demanding that 

Plaintiffs develop a plan to separate from Defendants within thirty (30) days. 

43. The significance of Defendants’ separation demand cannot be overstated. It 

came at the beginning of an important 4 to 5-month period when the majority of new 

business (for policies beginning January 1 of the next year) is captured, and approximately 

8 months prior to the beginning of Plaintiffs’ crucial fourth year. 

44. Moreover, Defendants’ demand evidenced that Cardinal was not and is not 

the “featured platform” of EPIC Holdings’ health plan reinsurance, as EPIC Holdings 

promised in the Purchase Agreement, and that Defendants desire to cut all ties with 

Plaintiffs. 

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Homer Bonner Jacobs Ortiz, P.A.

1200 Four Seasons Tower | 1441 Brickell Avenue | Miami Florida 33131

305 350 5100 | www homerbonner.com

45. As Defendants know well, convincing a prospective reinsurance client to 

change insurers and bring their business to EPIC is the result of cultivating and maintaining 

long-term relationships and the client’s expectation that Messrs. Soria, Rodriguez, Knopp, 

and Baker will service the new client account for as long as the client uses EPIC for 

reinsurance needs. By demanding separation and effectively telling Messrs. Soria, 

Rodriguez, Knopp, and Baker that their days at EPIC are and were numbered, Defendants 

frustrated and hindered Plaintiffs’ ability to pursue prospective clients because to do so 

would require Messrs. Soria, Rodriguez, Knopp, and Baker to mislead those prospective 

clients, many of which are relationships cultivated over more than a decade, regarding 

their current and future employment with EPIC. Indeed, the Employment Agreements 

prohibit Messrs. Soria, Rodriguez, Knopp, and Baker from informing current and 

prospective clients that their employment with EPIC is or may be ending. Exs. 2-5 at § 

11.2(b). In other words, even if Plaintiffs refused to agree to separate prior the crucial 

fourth year, Defendants knew and intended that their separation demand would frustrate 

and hinder Plaintiffs’ ability to succeed in year four and obtain a meaningful purchase price 

for Cardinal. 

46. In addition, Defendants’ separation demand was the antithesis of EPIC 

Holdings’ promise in Section 8.12 of the Purchase Agreement to support Plaintiffs in 

developing business during the Earnout Period, including the crucial fourth year.

47. Plaintiffs objected to Defendants’ separation demand because, among other 

reasons, (i) it is and was wholly unsupported by any agreement between Plaintiffs and 

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Homer Bonner Jacobs Ortiz, P.A.

1200 Four Seasons Tower | 1441 Brickell Avenue | Miami Florida 33131

305 350 5100 | www homerbonner.com

Defendants and (ii) it would deny Plaintiffs the ability to achieve the year four success and 

purchase price valuation that they had been working towards for twenty-nine months. 

48. Frustrated that their initial attempt at separation had failed and in 

furtherance of their plan to prevent Plaintiffs from bringing in new business during the 

crucial fourth year for determining the purchase price under the Purchase Agreement, 

Defendants became more unreasonable and aggressive. 

49. In February 2022 and thereafter, Defendants’ general counsel Dan Crawford

informed Messrs. Soria, Rodriguez, Knopp, and Baker that their base salaries would be 

reduced as of August 2022 to achieve a 25% profit margin for Cardinal’s business unit.

According to Defendants’ calculations, the salary reduction would result in Messrs. Soria’s, 

Rodriguez’s, Knopp’s, and Baker’s collective base salaries being decreased from an annual 

collective total of $900,000 to approximately $282,859, a reduction of $617,141 or 

approximately 69%. 

50. Furthermore, Defendants knew that in addition to the drastic reduction in 

base salaries, Messrs. Soria’s, Rodriguez’s, Knopp’s, and Baker’s ability to solicit business 

would be severely restricted because all travel and marketing expenses would also have to 

be reduced to meet the arbitrary 25% margin. 

51. Like their earlier separation demand, Defendants’ arbitrary 25% profit 

margin demand was wholly unsupported by any agreement between the parties.

Accordingly, Plaintiffs objected. 

52. Notwithstanding Plaintiffs’ protestations and the lack of any supporting 

contractual language, between February 2022 and August 3, 2022, Defendants did not back 

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Homer Bonner Jacobs Ortiz, P.A.

1200 Four Seasons Tower | 1441 Brickell Avenue | Miami Florida 33131

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off their threat to reduce Messrs. Soria’s, Rodriguez’s, Knopp’s, and Baker’s base salaries to 

achieve a 25% profit margin for Cardinal’s business unit. 

53. On August 4, 2022, EPIC informed Messrs. Soria, Rodriguez, Knopp, and 

Baker that effective August 16, 2022—mere weeks after the three-year anniversary of the 

Purchase Agreement and the beginning of the crucial fourth year—their base salaries 

would be reduced to achieve a 65% compensation to revenue ratio. 

54. EPIC provided Messrs. Soria, Rodriguez, Knopp, and Baker with a calculation 

reeking of bad faith and intentional wrongdoing as it was riddled with errors and unilateral 

adjustments unsupported by any contractual language between the parties. According to 

EPIC, Messrs. Soria’s, Rodriguez’s, Knopp’s, and Baker’s base salaries would be reduced

from an annual total of $900,000 to 285,600, a decrease of $614,400 and only slightly less 

than Defendants’ threatened 25% profit margin reduction. 

55. Messrs. Soria, Rodriguez, Knopp, and Baker objected to EPIC’s calculations 

and provided a correct calculation consistent with the terms of the parties’ agreements. 

EPIC agreed to make some adjustments but refused to make others and submitted another 

worksheet showing a salary adjustment of $469,131. Again, Plaintiffs objected and 

communicated that they did not agree with EPIC’s revised adjustment. 

56. EPIC responded with a third, but still flawed and unexplained calculation, 

and owes Messrs. Soria, Rodriguez, Knopp, and Baker at least $37,745. 

57. In sum, during the first 8 months of 2022—the most important period of 

time for capturing new business for the crucial fourth year—Defendants (i) demanded 

separation, (ii) frustrated and hindered Plaintiffs’ ability to bring in new business by, 

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Homer Bonner Jacobs Ortiz, P.A.

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among other things, effectively requiring Plaintiffs to mislead prospective clients; (iii) 

effectively terminated Plaintiffs’ ability to solicit new business by imposing an arbitrary 

25% margin requirement; (iv) repeatedly threated to drastically reduce base salaries by 

approximately 70% based on language absent from the parties’ agreements or applied in 

manner reeking of bad faith, (v) failed to support Plaintiffs in developing new business, (vi) 

failed to utilize Cardinal as the featured platform for health plan reinsurance, (vii) damaged 

Messrs. Soria’s, Rodriguez’s, Knopp’s, and Baker’s reputations and market relationships, 

and (viii) actively sought to bring on Plaintiffs’ competitors independently and not as part 

of a larger acquisition. 

58. Plaintiffs have retained the law firm Homer Bonner Jacobs Ortiz, P.A. to 

represent them in this action and are obligated to pay reasonable attorneys’ fees and costs.

59. All conditions precedent to the bringing of this lawsuit have occurred or been 

satisfied or waived. 

Count I: Breach of the Purchase Agreement

(Plaintiffs Against EPIC Holdings)

60. Plaintiffs reallege and incorporate paragraphs 1 through 59, inclusive, as if 

specifically and fully set forth herein.

61. Plaintiffs and EPIC Holdings entered into a valid and enforceable contract 

referenced herein as the Purchase Agreement.

62. EPIC Holdings materially breached the Purchase Agreement. 

63. Plaintiffs performed their obligations under the Purchase Agreement. 

64. Plaintiffs have suffered and are continuing to suffer damages directly and 

proximately caused by EPIC Holdings’ misconduct.

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Homer Bonner Jacobs Ortiz, P.A.

1200 Four Seasons Tower | 1441 Brickell Avenue | Miami Florida 33131

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WHEREFORE, Plaintiffs demand judgment against EPIC Holdings for damages, costs,

expenses, and interest, and such other and further relief as the Court deems just and 

proper. 

Count II: Breach of the Implied Covenant of Good Faith and Fair Dealing

(Plaintiffs Against EPIC Holdings) 

65. Plaintiffs reallege and incorporate paragraphs 1 through 59, inclusive, as if 

specifically and fully set forth herein.

66. Plaintiffs and EPIC Holdings entered into a valid and enforceable contract 

referenced herein as the Purchase Agreement.

67. An implied covenant of good faith and fair dealing exists between EPIC 

Holdings and Plaintiffs regarding the Purchase Agreement. 

68. Plaintiffs did all, or substantially all, of the significant things that the 

Purchase Agreement required of them or they were excused from having to do those things 

by virtue of EPIC Holdings’ misconduct. 

69. All conditions required for EPIC Holdings’ performance had occurred.

70. EPIC Holdings’ actions unfairly interfered with, hindered and frustrated

Plaintiffs’ contractual rights.

71. EPIC Holdings’ conduct did not comport with Plaintiffs’ reasonable 

contractual expectations that EPIC Holdings would not interfere with, frustrate, or hinder

Plaintiffs’ ability to bring new business to EPIC during the Earnout Period and, most 

importantly, during the crucial fourth year for determining the purchase price EPIC 

Holdings must pay to Cardinal. 

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1200 Four Seasons Tower | 1441 Brickell Avenue | Miami Florida 33131

305 350 5100 | www homerbonner.com

72. Plaintiffs have suffered and are continuing to suffer damages directly and 

proximately caused by EPIC Holdings’ misconduct.

WHEREFORE, Plaintiffs demand judgment against EPIC Holdings for damages, costs, 

expenses, and interest, and such other and further relief as the Court deems just and 

proper.

Count III: Breach of the Employment Agreements

(The Individual Plaintiffs Against EPIC)

73. Messrs. Soria, Rodriguez, Knopp, and Baker (the “Individual Plaintiffs”) 

reallege and incorporate paragraphs 1 through 59, inclusive, as if specifically and fully set 

forth herein.

74. The Individual Plaintiffs and EPIC entered into valid and enforceable 

contracts referenced herein as the Employment Agreements.

75. EPIC materially breached the Employment Agreements.

76. The Individual Plaintiffs performed their obligations under the Employment 

Agreements. 

77. The Individual Plaintiffs have suffered and are continuing to suffer damages 

directly and proximately caused by EPIC’s misconduct.

WHEREFORE, the Individual Plaintiffs demand judgment against EPIC for damages, 

costs, expenses, and interest, and such other and further relief as the Court deems just and 

proper.

Case 1:22-cv-23170-XXXX Document 1 Entered on FLSD Docket 09/30/2022 Page 18 of 19
19

Homer Bonner Jacobs Ortiz, P.A.

1200 Four Seasons Tower | 1441 Brickell Avenue | Miami Florida 33131

305 350 5100 | www homerbonner.com

Date: September 30, 2022. 

 

Respectfully submitted:

Attorneys for Plaintiffs 

1200 Four Seasons Tower

1441 Brickell Avenue

Miami Florida 33131

Phone: (305) 350-5100

Fax: (305) 372-2738

By: /s/Andrew Vitali, III

Jose A. Ortiz, Esq.

Email: jortiz@homerbonner.com

Florida Bar No. 182321

Andrew Vitali, III, Esq.

Email: avitali@homerbonner.com

Florida Bar No.: 57828

Case 1:22-cv-23170-XXXX Document 1 Entered on FLSD Docket 09/30/2022 Page 19 of 19