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UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF OHIO 

JAMIE VISKER; ATLANTA VISKER; 

JAMIE VISKER IRA LPL FINANCIAL 

CUSTODIAN; ATLANTA VISKER IRA 

LPL FINANCIAL CUSTODIAN; 

WINONA POWER COATING, INC.; 

EUGENE ROTHGERBER; JODIE 

ROTHGERBER; SMITH INVESTMENTS 

LIMITED PARTNERSHIP; THE PETRO 

GROUP INC.; RAINBOW 3 LLC; FRED 

FRIBLEY; FREDERICH FRIBLEY IRA 

ACCOUNT; CONNIE FRIBLEY; SUE 

BROWN IRA ACCOUNT; DAVID 

SNYDER IRA ACCOUNT; HOWARD 

FOX; AUDREY ADES; SCOTT EYINK 

IRA ACCOUNT; WESTHILL 

DEVELOPMENT, LLC; DOUGLAS K. 

ROBINSON; DAN J. ROBINSON; 

CHERYL ANN ROBINSON; DANARI 

LLC; NATHANIAL DROURR; 

CATHERINE DROURR; DENNIS 

HARRISON; NANCY HARRISON; THE 

CAROL A. BOCKELMAN REVOCABLE 

TRUST; ANTHONY G. MARLIN; STACY 

S. MARLIN; BURTON RAMSEY; 

ERNEST B. WIGGINS IRA 

Plaintiffs, 

v. 

DOMINIC FERRANTE; TODD 

BINKOWSKI; WINONA PVD 

COATINGS, LLC; TFG WHEELS, LLC 

Defendants.

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Case No. 

NOTICE OF REMOVAL 

PLEASE TAKE NOTICE that all Defendants, Dominic Ferrante, Todd Binkowski, 

Winona PVD Coatings, LLC and TFG Wheels, LLC, remove this action from the Court of 

Common Pleas of Hamilton County, Ohio to the United States District Court for the Southern 

Case: 1:18-cv-00244-WOB Doc #: 1 Filed: 04/09/18 Page: 1 of 7 PAGEID #: 1
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District of Ohio pursuant to 28 U.S.C. §§1441 and 1446. This Court has jurisdiction under 28 

U.S.C. §§ 1331 and 1367 and 15 U.S.C §§ 77v and 78aa(a). In further support of removal, the 

Defendants state as follows: 

1. Plaintiffs filed a complaint on March 2, 2018 in the Court of Common Pleas of 

Hamilton County, Ohio styled Jamie Visker, et al. v. Dominic Ferrante, et al., Case No. 

A1801222. 

2. Exhibit 1 to this Notice is a copy of all process, pleadings, and orders served or 

filed in the action. 

3. This Notice is timely under 28 U.S.C. § 1446(b) because it is filed within 30 days 

of March 13, 2018, the last date that one of the Defendants was served with the complaint. 

4. Defendant Dominic Ferrante was served with the Complaint on March 12, 2018. 

Proof of service upon Mr. Ferrante is included in Exhibit 1, the state court record. 

5. Defendant Todd Binkowski was served with the Complaint on March 12, 2018. 

Proof of service upon Mr. Binkowski is included in Exhibit 1, the state court record. 

6. Defendant TFG Wheels, LLC was served with the Complaint on March 13, 2018. 

Proof of service upon TFG Wheels is included in Exhibit 1, the state court record. 

7. Defendant Winona PVD Coatings, LLC was served with the Complaint on March 

12, 2018. Proof of service upon Winona PVD Coatings is included in Exhibit 1, the state court 

record. 

8. Venue is proper under 28 U.S.C. § 1441(a) because the Southern District of Ohio 

embraces the county and court in which the plaintiffs filed this action. 

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9. In accordance with 28 U.S.C. § 1446(d), a copy of the Notice of Removal is being 

filed with the Clerk for the Court of Common Pleas of Hamilton County, Ohio on this date, and a 

copy of this Notice of Removal is being served on all parties to this lawsuit on this date. 

10. The complaint seeks a “declaratory judgment pursuant to Ohio Rev. Code Ann. 

§ 2721 (2017) et seq. and Ohio R. Civ. P. 57, and injunctive relief pursuant to Ohio Rev. Code 

Ann. §2727.02 (2017) et seq. and Ohio R. Civ. P. 65(B), in relation to claims for violations of 15 

U.S.C. § 78(j) [sic] and 15 U.S.C. § 77(q)(a) [sic]” as well as alleged violations of Delaware 

law and the Operating Agreement of Defendant Winona PVD Coatings, LLC. Complaint, ¶ 1 

(emphasis added). 

11. Under 15 U.S.C. § 78aa(a), federal district courts have exclusive jurisdiction of 

violations of 15 U.S.C. § 78j. In general, 15 U.S.C. § 78j (misidentified in the complaint as 15 

U.S.C. § 78(j)) makes it unlawful, in connection with the purchase or sale of securities, to use or 

employ any manipulative or deceptive device or contrivance in violation of Securities and 

Exchange Commission rules or regulations. 

12. Under 15 U.S.C. § 77v, federal district courts have exclusive jurisdiction of 

violations of 15 U.S.C. § 77q. In general, 15 U.S.C. § 77q(a) (misidentified in the complaint as 

15 U.S.C. § 78(q)(a)) makes it unlawful to deceive or defraud, or to obtain money or property by 

means of a false statement or omission of material fact, in the offer or sale of securities. 

13. Under 28 U.S.C. § 1331, this Court has subject matter jurisdiction over civil 

actions arising under the laws of the United States, including actions arising under 15 U.S.C. 

§§ 78j and 77q. 

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14. Under 28 U.S.C. § 1367, this Court has supplemental jurisdiction over state law 

claims that are part of the same case or controversy as those claim overs which the Court has 

original jurisdiction. 

15. The complaint elaborates on the alleged violations of 15 U.S.C. §§ 78j and 77q as 

follows: 

Winona was unable to borrow money from traditional lenders to fund its cash 

flow needs. Accordingly, Binkowski and Ferrante decided to seek additional 

funding from existing unitholders through another private equity offering (the 

“Offering”). Unitholders were sent a letter seeking an additional investment of 

five million five hundred thousand dollars (the “Letter”). [Complaint, ¶ 43.] 

Upon information and belief, this instruction was made to induce Investors who 

were Visker’s friends and family to invest more in Winona. [Complaint, ¶ 44.] 

Upon information and belief, the Letter was materially misleading in that it 

omitted information that Visker later learned was provided to the investors in 

TFG Wheels. Binkowski and Ferrante had access to material information 

regarding the finances of Winona that they knowingly and willfully elected not to 

disclose to the Investors. [Complaint, ¶ 47.] 

The Investors each decided to invest further money into Winona based upon the 

Letter, which omitted information supplied to the Ferrante Investors. The total 

investment amount made by the Investors has been approximately three million 

five hundred thousand dollars ($3,500,000.00). [Complaint, ¶ 49.] 

16. In Count II of the complaint seeking a declaratory judgment, the plaintiffs allege 

that “[a]n actual, present and justiciable controversy has arisen between Plaintiffs and 

Defendants by virtue of,” among other things, the “securities law violations of Ferrante, 

Binkowski, and TFG Wheels in relation to failing to provide sufficient information to Plaintiffs 

when inducing them to make investments and purchase additional shares of Winona.” 

Complaint, ¶ 119(d). As a result, the complaint alleges an actually disputed and substantial 

federal question, the resolution of which is necessary for adjudication of the plaintiffs’ requests 

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for declaratory relief with respect to federal securities law violations. See Grable & Sons Metal 

Prods., 545 U.S. at 313. 

17. In Count III of the complaint seeking a declaratory judgment, the plaintiffs allege 

that “[a]n actual, present and justiciable controversy has arisen between Plaintiffs and 

Defendants by virtue of,” among other things, (1) “Defendants, upon information and belief, 

providing materially different investment disclosures to TFG Wheels, TFG investors and other 

friends of Ferrante and Binkowski in an effort to induce Plaintiffs to invest in Winona;” and (2) 

“Defendants providing false and/or materially deceptive financial information and manager 

statements regarding the health of the company in the form of an investment disclosure.” 

Complaint, ¶ 127. As a result, the complaint alleges an actually disputed and substantial federal 

question, the resolution of which is necessary for adjudication of the plaintiffs’ requests for 

declaratory relief with respect to federal securities law violations. See Grable & Sons Metal 

Prods., 545 U.S. at 313. 

18. Because state declaratory judgment actions will not often necessarily raise 

substantial federal questions under the federal securities laws, this Court may entertain this 

dispute without disturbing the Congressionally approved balance of federal and state judicial 

responsibilities. See id. at 313-14. In fact, Congress has indicated its intent that lawsuits 

allegations violations of the federal securities laws be heard in federal courts by giving district 

courts exclusive jurisdiction over such violations. See 15 U.S.C §§ 77v and 78aa(a). 

19. Because this action arises under the laws of the United States, it is therefore 

removable to this Court. 28 U.S.C. § 1441(a); 28 U.S.C. § 1331; 15 U.S.C §§ 77v and 78aa(a). 

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Respectfully submitted, 

/s/ Matthew C. Blickensderfer 

Matthew C. Blickensderfer (0073019) 

Simon Y. Svirnovskiy (0097096) 

FROST BROWN TODD LLC 

3300 Great American Tower 

301 East Fourth Street 

Cincinnati, Ohio 45202 

(513) 651-6162 

(513) 651-6981 (fax) 

mblickensderfer@fbtlaw.com 

ssvirnovskiy@fbtlaw.com 

Counsel for Defendants Dominic Ferrante, 

Todd Binkowski, and TFG Wheels, LLC

/s/ David P. Kamp 

David P. Kamp (0020665) 

Jean Geoppinger McCoy (0046881) 

WHITE, GETGEY & MEYER CO., L.P.A. 

1700 Fourth & Vine Tower 

One West Fourth Street 

Cincinnati, Ohio 45202 

dkamp@wgmlpa.com 

jmccoy@wgmlpa.com 

(513) 241-3685 

Counsel for Winona PVD Coatings, LLC 

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CERTIFICATE OF SERVICE 

I hereby certify that on this 9th day of April, 2018, a true and correct copy of the 

foregoing Notice of Removal was served by e-mail and regular U.S. Mail upon: 

Brian W. Fox 

Michael A. Roberts 

Graydon Head & Ritchey LLP 

312 Walnut Street, Suite 1800 

Cincinnati, Ohio 45202 

bfox@graydon.law 

mroberts@graydon.law 

E. Scott Treadway 

EST Law, LLC 

10401 North Meridian Street, Suite 225 

Indianapolis, Indiana 46290 

scott@estlawllc.com 

Counsel for the Plaintiffs

/s/ Matthew C. Blickensderfer 

4851-1472-0097v1 

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