DEFENDANT’S NOTICE OF REMOVAL Page 1 

IN THE UNITED STATES DISTRICT COURT 

FOR THE NORTHERN DISTRICT OF TEXAS 

DALLAS DIVISION 

CAROLYN WHITE, directly and § 

derivatively on behalf of EDISON § 

EQUITY MANAGEMENT CORP, § 

 § 

 Plaintiff, § 

 § 

v. § CIVIL ACTION NO. 

 § 

BRADLEY J. FLORIN, § 

 § 

 § 

 Defendant. § 

DEFENDANT’S NOTICE OF REMOVAL 

PLEASE TAKE NOTICE THAT, pursuant to 28 U.S.C. §§ 1441(a), (b) and 1446, 

Defendant Bradley J. Florin (“Defendant”) hereby removes the above-captioned action (the 

“State Court Action”) from the 95th District Court, Dallas County, Texas, Cause No. DC-22-

08594 to the United States District Court for the Northern District of Texas, Dallas Division. 

This action is removable under 28 U.S.C. § 1441(a) and (b) because the amount in controversy 

exceeds $75,000 and complete diversity of citizenship exists between Plaintiff Carolyn White 

(“Plaintiff”) and Defendant. Defendant provides the following statement of the grounds for 

removal together with all process, pleadings, and orders served in this action, pursuant to 28 

U.S.C. §1446(a). 

THE STATE COURT ACTION

1. On July 28, 2022, Plaintiff filed her Original Verified Petition and Application for 

Temproary [sic] Restraining Order, Application for Temporary Injunction, and Permanent 

Injunction (the “Petition”) against Defendant in the State Court Action. In the Petition, Plaintiff 

purported to initiate claims in her individual capacity and derivatively on behalf of her (and 

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DEFENDANT’S NOTICE OF REMOVAL Page 2 

Defendant’s) employer, Edison Equity Management Corporation (“EEMC”). Plaintiff has 

alleged a single cause of action for breach of fiduciary duty against Defendant. The Petition has 

never formally been served on Defendant. 

2. On Friday, July 29, 2022 at 12:18 p.m. CDT, Plaintiff’s counsel emailed the 

Petition to Defendant’s counsel along with a Notice of Hearing for a hearing scheduled for 2:00 

p.m. CDT that same day. This email notified Defendant for the first time that Plaintiff was 

initiating the State Court Action (despite having brought the litigation derivatively) and was 

seeking a temporary restraining order. Plaintiff’s proposed Order falsely represented that 

Defendant had noticed a “Board of Directors” meeting for Monday, August 1, at which 

“Defendant would vote to terminate Plaintiff and all members of EEMC’s leadership team.” 

(Order at p. 2). Plaintiff and her counsel knew1

 that the August 1 meeting was a stockholders 

meeting (not a Board of Directors meeting) that was scheduled 10 days prior for the sole purpose 

of electing a third director to the Board, as expressly contemplated by the Stockholders 

Agreement, and not opposed by Plaintiff. Plaintiff also knew that there was no possibility that 

this August 1 meeting could result in her termination, as stockholders cannot terminate 

executives. At no time prior to Plaintiff’s filing had Defendant even noticed a Board of Directors 

meeting on the subject of Plaintiff’s potential termination. 

3. Tellingly, Plaintiff’s Petition did not inform the Court that Plaintiff is a party to an 

Employment Agreement with EEMC that expressly allows for her termination for any reason 

and a Stockholders Agreement with a Delaware choice of law provision which expressly 

disclaims fiduciary duties (her sole claim in the Petition), and which contains a mandatory 

arbitration provision. The Petition also failed to disclose that Defendant had recently addressed 

1

 Petition ¶ 22 (“Florin called for a shareholder meeting to be held on Monday, August 1, 2022, wherein he is 

expected to vote to terminate White and the rest of the EEMC leadership team.” (emphasis added)). Shareholders do 

not have the authority to terminate employees, and can only vote on officers and directors. 

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DEFENDANT’S NOTICE OF REMOVAL Page 3 

with Plaintiff her failure to achieve the performance objectives in her Employment Agreement 

and other significant performance deficiencies which placed EEMC in financial and legal risk. 

Nor was the Court informed that just ten days earlier Plaintiff had received from EEMC’s 

employment counsel a cease-and-desist letter addressing the alarming discovery that Plaintiff 

had been secretly competing against EEMC, with the use of EEMC materials and goodwill, 

while serving as CEO of EEMC, in violation of her Employment Agreement. Plaintiff has not 

responded to that cease-and-desist letter. Nonetheless, and in the absence of the disclosure of 

these key facts, the court in the State Court Action entered a Temporary Restraining Order and 

set the Temporary Injunction for hearing on August 12, 2022, at 2:00 p.m. 

4. The entire “emergency TRO” was a complete farce, apparently meant to initiate 

litigation prior to the election of a third (independent) director, falsely disparage Defendant, and 

thwart and distract from EEMC’s ongoing investigation into Plaintiff’s own blatant misconduct 

and deficient performance as CEO. Although the Temporary Restraining Order will soon expire, 

there is currently no Board of Director meeting scheduled on the subject of Plaintiff’s potential 

termination. 

GROUNDS FOR REMOVAL 

5. Removal is proper under 28 U.S.C. § 1332 because complete diversity of 

citizenship exists between the parties and the amount in controversy exceeds $75,000, exclusive 

of interest and costs. Therefore, this Court has diversity jurisdiction over this matter under 28 

U.S.C. § 1332. Removal is timely, insofar as it is being made less than 30 days after Defendant 

received a courtesy copy of the Petition on July 29, 2022, which Plaintiff had only filed on July 

28, 2022. Finally, venue is proper in this District and Division because the State Court Action is 

pending in Dallas County, Texas. 

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DEFENDANT’S NOTICE OF REMOVAL Page 4 

DIVERSITY OF CITIZENSHIP 

6. Plaintiff initiated this action directly and derivatively (allegedly) on behalf of 

nominal Plaintiff EEMC. There is complete diversity of citizenship between the parties under 

28 U.S.C. § 1332 as follows:

a. Plaintiff, in her individual capacity, is a citizen and resident of Texas. 

(Petition at ¶ 4). Therefore, for diversity and removal purposes, Plaintiff is 

a citizen of the state of Texas. 

b. Nominal Plaintiff EEMC is a Delaware corporation, with its principal 

places of business in Texas. (Petition at ¶ 3).2

 Therefore, for diversity and 

removal purposes, EEMC is deemed to be a citizen of the states of 

Delaware and Texas. 

c. Defendant is a citizen and resident of Florida. (Petition at ¶ 5). Therefore, 

for diversity and removal purposes, Defendant is a citizen of the state of 

Florida. 

AMOUNT IN CONTROVERSY 

7. According to Plaintiff, the amount in controversy exceeds the sum or value of 

$75,000, exclusive of interest and costs. Specifically, Plaintiff seeks “monetary relief of greater 

than $1,000,000.” (Petition at ¶ 6). 

VENUE 

8. Under 28 U.S.C. § 1441(a), venue of the removed action is proper in this Court as 

it is the District and Division where the State Court Action is pending. 

2

 Defendant disputes that Plaintiff may sue derivatively on behalf of EEMC or has done so properly. 

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DEFENDANT’S NOTICE OF REMOVAL Page 5 

TIMELINESS 

9. This removal is timely under 28 U.S.C. § 1446(b)(1) in that it has been made 

within 30 days after Defendant first received a copy of the Petition on July 29, 2022, from 

Plaintiff’s counsel, the day after she filed it on July 28, 2022. 

OTHER DOCUMENTS 

10. Defendant’s Notice of Removal is accompanied by: (1) all executed process and 

pleadings in the case, including the Petition; (2) the docket sheet for the State Court Action, 

collectively attached hereto as Exhibit A. Defendant’s Certificate of Interested Persons will be 

filed separately. A copy of the Notice of Filing Notice of Removal, with a copy of this Notice 

of Removal attached, will be filed promptly with the 95th Judicial District Court Clerk for 

the District Court of Dallas County, Texas. 

11. By virtue of this Notice of Removal, Defendant does not waive his right to assert 

any rights, claims or other motions, including Rule 12 motions and a motion to compel 

arbitration, permitted by the Federal Rules of Civil Procedure or other applicable agreements, 

rules, or laws. Nothing in this Notice of Removal should be taken as an admission that this 

Court has personal jurisdiction over Defendant or that Plaintiff has standing to assert derivative 

claims, that venue is proper, that Defendant was properly served, or that Plaintiff’s allegations 

are sufficient to state a claim.

III. CONCLUSION 

Defendant hereby effectuates removal of this action under 28 U.S.C. §§ 1332 and 1441(a) 

and (b). 

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DEFENDANT’S NOTICE OF REMOVAL Page 6 

WHEREFORE, Defendant gives notice that the action Carolyn White v. Bradley J. 

Florin, Cause No. DC-22-08594, pending in the 95th Judicial District Court of Dallas County, 

Texas is removed to this Court. 

Respectfully submitted, 

BRADLEY ARANT BOULT CUMMINGS LLP

By: /s/ Ladd A. Hirsch 

 LEONARD (LADD) A. HIRSCH 

 Texas State Bar No. 0971730 

 lhirsch@bradley.com 

 SAMUEL T. ACKER 

 Texas State Bar No. 24100111 

 sacker@bradley.com 

 Fountain Place 

 1445 Ross Avenue 

 Suite 3600 

 Dallas, TX 75202 

 

ATTORNEYS FOR DEFENDANT 

BRADLEY J. FLORIN

CERTIFICATE OF SERVICE 

I hereby certify that on August 9, 2022, the foregoing document was electronically filed 

with the Clerk of the Court using the CM/ECF system, which will send notification of such filing 

to all counsel of record. 

Mark E. Torian 

Champion LLP 

2200 Ross Avenue 

Suite 4500 W 

Dallas, Texas 75201 

Mark.torian@championllp.com 

 /s/ Ladd A. Hirsch 

LEONARD (LADD) A. HIRSCH 

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