UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF FLORIDA

BROWARD DIVISION

In re:

SEVEN STARS ON THE HUDSON 

CORPORATION d/b/a ROCKIN’ JUMP,

Debtor,

____________________________________/

SEVERN STARS ON THE HUDSON 

CORPORATION d/b/a ROCKIN’ JUMP

Plaintiff,

vs.

MDG POWERLINE HOLDINGS, LLC AND 

XBK MANAGEMENT LLC d/b/a XTREME 

ACTION PARK,

Defendants.

_____________________________________/

CASE NO. 19-17544-RBR

Chapter 11

Adversary Proceeding

No. 19-AP-1230-SMG

XBK’S ANSWER AND AFFIRMATIVE DEFENSES TO 

DEBTOR’S FIRST AMENDED COMPLAINT

Defendant XBK Management LLC, d/b/a Xtreme Action Park (“XBK”) answers the First 

Amended Complaint of Plaintiff/Debtor Seven Stars On The Hudson Corporation, d/b/a Rockin’ 

Jump (“Debtor”), as follows:

1. XBK admits that this action alleges the causes of action identified in paragraph 1, 

but denies that XBK is liable to Debtor, that Debtor suffered any compensable damages and the 

remaining allegations set forth in paragraph 1.

2. XBK admits the allegations set forth in paragraph 2.

3. XBK admits the allegations set forth in paragraph 3.

4. XBK admits the allegations set forth in paragraph 4.

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5. XBK admits that Debtor was a corporation, was organized under the laws of the 

State of Florida and maintained a place of business in Ft. Lauderdale, Florida but is without 

information sufficient to admit or deny the remaining allegations set forth in paragraph 5 and, 

therefore, denies them.

6. XBK admits that Defendant MDG Powerline Holdings, LLC (“MDG”) is a limited 

liability company but is without information sufficient to admit or deny the remaining allegations 

set forth in paragraph 6 and, therefore, denies them.

7. XBK admits that it is a limited liability company formed under the laws of the State 

of Florida that maintains its principal place of business in Ft. Lauderdale, Florida but denies the 

remaining allegations set forth in paragraph 7.

THE LEASE

8. XBK admits the allegations set forth in paragraph 8.

9. XBK, who is not a party to the purported lease, admits that a document appended 

to the pleading, appears to be a lease. XBK is without information sufficient to admit or deny the 

remaining allegations of paragraph 9 and, therefore, denies them.

10. XBK, who is not a party to the purported lease, admits that a document appended 

to the pleading, appears to be an amendment to the lease. XBK is without information sufficient 

to admit or deny the remaining allegations of paragraph 10 and, therefore, denies them.

11. XBK is without information sufficient to admit or deny the allegations of paragraph 

11 and, therefore, denies them.

12. XBK is without information sufficient to admit or deny the allegations of paragraph 

12 and, therefore, denies them.

13. XBK is without information sufficient to admit or deny the allegations of paragraph 

13 and, therefore, denies them.

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CONSTRUCTION AND OPENING OF THE BUSINESS

14. XBK admits that Debtor operated a trampoline facility but is without information 

sufficient to admit or deny the allegations set forth in paragraph 14 and, therefore, denies them.

15. XBK is without information sufficient to admit or deny the allegations of paragraph 

15 and, therefore, denies them.

16. XBK is without information sufficient to admit or deny the allegations of paragraph 

16 and, therefore, denies them.

17. XBK is without information sufficient to admit or deny the allegations of paragraph 

17 and, therefore, denies them.

18. XBK is without information sufficient to admit or deny the allegations of paragraph 

18 and, therefore, denies them.

19. XBK is without information sufficient to admit or deny the allegations of paragraph 

19 and, therefore, denies them.

20. XBK is without information sufficient to admit or deny the allegations of paragraph 

20 and, therefore, denies them.

21. XBK is without information sufficient to admit or deny the allegations of paragraph 

21 and, therefore, denies them.

22. XBK is without information sufficient to admit or deny the allegations of paragraph 

22 and, therefore, denies them.

23. XBK is without information sufficient to admit or deny the allegations of paragraph 

23 and, therefore, denies them.

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RELATIONSHIP BETWEEN LANDLORD AND XTREME

24. XBK admits that, at some time in 2015, it was introduced to Debtor, but is without 

information sufficient to admit or deny the allegations set forth in paragraph 24 and, therefore, 

denies them.

25. XBK denies the allegations set forth in paragraph 25.

26. XBK denies the allegations set forth in paragraph 26.

27. XBK denies the allegations set forth in paragraph 27.

28. XBK is without information sufficient to admit or deny the allegations of paragraph 

28 and, therefore denies them

29. XBK denies the allegations of paragraph 29 of the complaint.

30. XBK denies the allegations of paragraph 30 of the complaint.

31. XBK denies the allegations of paragraph 31 of the complaint.

32. XBK denies the allegations of paragraph 32 of the complaint.

33. XBK denies the allegations of paragraph 33 of the complaint.

34. XBK denies the allegations of paragraph 34 of the complaint.

35. XBK admits that some of its personnel were present at meetings along with 

representatives of Debtor and MDG but is without information sufficient to admit or deny the 

remaining allegations set forth in paragraph 35 and, therefore, denies them.

36. XBK denies the allegations set forth in paragraph 36.

37. XBK denies the allegations set forth in paragraph 37.

38. XBK denies the allegations set forth in paragraph 38.

39. XBK admits that it transmitted the e-mail appended to the amended complaint as 

Exhibit 5, but denies the remaining allegations set forth in paragraph 39.

40. XBK denies the allegations set forth in paragraph 40.

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DEFENDANTS’ WRONGFUL ACTS

41. XBK is without information sufficient to admit or deny the allegations of paragraph 

41 and, therefore, denies them.

42. XBK is without information sufficient to admit or deny the allegations of paragraph 

42 and, therefore, denies them.

43. XBK is without information sufficient to admit or deny the allegations of paragraph 

43 and, therefore, denies them.

44. XBK admits that it engaged in cross-promotion advertising with Debtor but is 

without information sufficient to admit or deny the remaining allegations of paragraph 44 and, 

therefore, denies them.

45. XBK is without information sufficient to admit or deny the allegations of paragraph 

45.

46. XBK denies the allegations of paragraph 46.

Absence of signage and information for Debtor’s business

47. XBK, who is not a party to the referenced lease addendum, is without information 

sufficient to admit or deny the allegations of paragraph 47 and, therefore, denies them.

48. XBK denies the allegations set forth in paragraph 48.

49. XBK, who is not a party to the referenced lease addendum, is without information 

sufficient to admit or deny the allegations explaining the terms of the referenced lease amendment 

and, therefore, denies them. XBK is without information sufficient to admit or deny the remaining 

allegations of paragraph 49 and, therefore, denies them.

50. XBK admits that, at some point in time, the sign referenced in paragraph 50 was on 

site, but is without information sufficient to admit or deny the remaining allegations of the 

paragraph and, therefore, denies them.

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51. XBK denies the allegations set forth in paragraph 51.

(i) misappropriation of Debtor’s sign

52. XBK denies the allegations set forth in paragraph 52.

53. XBK denies the allegations set forth in paragraph 53.

54. XBK denies the allegations set forth in paragraph 54.

55. XBK denies the allegations set forth in paragraph 55.

56. XBK denies the allegations set forth in paragraph 56.

57. XBK is without information sufficient to admit or deny the allegations set forth in 

paragraph 57 and, therefore, denies them.

(ii) dismantling of Debtor’s front desk

58. XBK denies the allegations set forth in paragraph 58.

59. XBK denies the allegations set forth in paragraph 59.

60. XBK admits that the document appended to the amended complaint as Exhibit 10 

is a letter and that its contents have been restated in the pleading but is without information 

sufficient to admit or deny the remaining allegations set forth in paragraph 60.

61. XBK admits that is has renovated parts of its premises but denies the remaining 

allegation of paragraph 61.

62. XBK denies the allegations set forth in paragraph 62.

63. XBK admits that Debtor was able to operate but denies the remaining allegations 

set forth in paragraph 63.

64. XBK denies the allegations set forth in paragraph 64.

Intentionally blocking the view of Debtor’s logo and limiting access

65. XBK denies the allegations set forth in paragraph 65.

66. XBK denies the allegations set forth in paragraph 66.

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67. XBK denies the allegations set forth in paragraph 67.

68. XBK admits that the photographs appended to the amended complaint as Exhibit 

11 depict aspects of the business premises but denies the remaining allegations of paragraph 68.

69. XBK denies the allegations set forth in paragraph 69.

70. XBK denies the allegations set forth in paragraph 70.

No advertising

71. XBK admits that it engaged in cross-promotion activities with Debtor but denies 

the remaining allegations of paragraph 71.

72. XBK denies the allegations set forth in paragraph 72.

73. XBK is without information sufficient to admit or deny allegations concerning 

specific lease obligations and, therefore, denies the allegations set forth in paragraph 73. XBK 

admits that the photographs appended to the amended complaint depict aspects of the business 

premises, but denies the remaining allegations set forth in paragraph 73.

74. XBK denies the allegations set forth in paragraph 74.

75. XBK, who is not a party to the referenced lease addendum, is without information 

sufficient to admit or deny the allegations explaining the terms of the referenced lease amendment 

and, therefore, denies them. XBK is without information sufficient to admit or deny the remaining 

allegations of paragraph 75 and, therefore, denies them.

76. XBK denies the allegations set forth in paragraph 76.

Other wrongful acts by Landlord/Xtreme

(i) Food service

77. XBK admits that it is permitted to sell food on site but, as it is not a party to the 

underlying lease documents, is without information sufficient to admit or deny the remaining 

allegations set forth in paragraph 77 and, therefore, denies them.

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78. XBK denies the allegations set forth in paragraph 78.

79. XBK is without information sufficient to admit or deny what actions or 

communications Debtor undertook with respect to MDG and, therefore, denies them. XBK admits 

that Debtor has complained about food services on site but denies the remaining allegations of 

paragraph 79.

80. XBK denies the allegations set forth in paragraph 80.

(ii) Lock-out Events

81. XBK admits that it has held lock-out events but denies that there have been several 

such lock-out events, as well as the remaining allegations set forth in paragraph 81.

82. XBK denies the allegations set forth in paragraph 82.

83. XBK denies the allegations set forth in paragraph 83.

84. XBK denies the allegations set forth in paragraph 84.

85. XBK denies the allegations set forth in paragraph 85.

86. XBK denies the allegations set forth in paragraph 86 as non-factual.

(iii) Customer Confusion

87. XBK is without information sufficient to admit or deny the allegations of paragraph 

87 and, therefore, denies them.

88. XBK admits that its customers sign waivers, but denies the remaining allegations 

set forth in paragraph 88.

89. XBK denies the allegations set forth in paragraph 89.

90. XBK denies the allegations set forth in paragraph 90.

91. XBK is without information sufficient to admit or deny the allegations set forth in 

paragraph 91.

92. XBK denies the allegations set forth in paragraph 92.

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93. XBK is without information sufficient to admit or deny the allegations of paragraph 

93 and, therefore, denies them.

(iv) Other disreputable business practices

94. XBK denies the allegations set forth in paragraph 94.

95. XBK, who is not a party to the referenced lease addendum, is without information 

sufficient to admit or deny the allegations explaining the terms of the referenced lease documents 

and, therefore, denies the allegations set forth in paragraph 95.

96. XBK is without information sufficient to admit or deny the allegations set forth in 

paragraph 96.

97. XBK is without information sufficient to admit or deny the allegations set forth in 

paragraph 97.

98. XBK denies that cameras are installed on the premises, but denies allegations set 

forth in paragraph 98.

99. XBK, who is not a party to the referenced lease addendum, is without information 

sufficient to admit or deny the allegations explaining the terms of the referenced lease documents 

and, therefore, denies the allegations set forth in paragraph 99.

100. XBK denies the allegations of paragraph 100.

COUNT ONE

(BREACH OF COVENANT OF QUIET ENJOYMENT)

against Defendant Landlord

101. XBK is not joined as a defendant to this count. Accordingly, it is not required to 

respond to the allegations made in paragraphs 101 – 110.

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COUNT TWO

BREACH OF THE IMPLIED DUTY OF

GOOD FAITH AND FAIR DEALING

111. XBK is not joined as a defendant to this count. Accordingly, it is not required to 

respond to the allegations made in paragraphs 111 – 121.

COUNT THREE

(VIOLATION OF FDUTPA)

against Landlord

122. XBK is not joined as a defendant to this count. Accordingly, it is not required to 

respond to the allegations made in paragraphs 122 – 125.

COUNT FOUR

(VIOLATION OF FDUTPA)

against XBK

126. Paragraph 126 does not require a response. 

127. XBK denies the allegations set forth in paragraph 127.

128. XBK denies the allegations set forth in paragraph 128.

WHEREFORE, XBK demands the entry of final judgment in its favor and against Debtor, 

that Debtor take nothing by this action, an award of costs, an award of attorneys’ fees, as authorized 

by §501.2105 Fla. Stat., and for such additional relief as this Court deems just and appropriate.

COUNT FIVE

(TORTIOUS INTERFERENCE WITH 

ADVANTAGEOUS BUSINESS RELATIONSHIPS)

against XBK

129. Paragraph 129 does not require a response.

130. XBK is without information sufficient to admit or deny the allegations set forth in 

paragraph 130 and, therefore, denies them.

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131. XBK is without information sufficient to admit or deny the allegations set forth in 

paragraph 131 and, therefore, denies them.

132. XBK denies the allegations set forth in paragraph 132.

133. XBK is without information sufficient to admit or deny the allegations set forth in 

paragraph 133 and, therefore, denies them.

134. XBK is without information sufficient to admit or deny the allegations set forth in 

paragraph 134 and, therefore, denies them.

135. XBK denies the allegations set forth in paragraph 135.

136. XBK denies the allegations set forth in paragraph 136.

137. XBK denies the allegations set forth in paragraph 137.

WHEREFORE, XBK demands the entry of final judgment in its favor and against Debtor, 

that Debtor take nothing by this action, an award of costs and for such additional relief as this 

Court deems just and appropriate.

138. XBK hereby denies all allegations of the first amended complaint not expressly 

admitted or otherwise addressed in the foregoing paragraphs.

AFFIRMATIVE DEFENSES

FIRST AFFIRMATIVE DEFENSE

Debtor’s claims fail to the extent that they incorporate the substantive allegations of the 

prior counts alleged against MDG. See Kohli v. Pembroke Mall, LLC, 2017 WL 4863089, *2 (S.D. 

Fla. October 26, 2017) (citing Weiland v. Palm Beach Cty. Sheriff’s Office, 792 F.3d 1313, 1321 

(11th Cir. 2015)).

SECOND AFFIRMATIVE DEFENSE

To the extent that it is predicated upon issues of signage, access to or use of the front desk, 

limitations of access or view, food service or lock-outs, Debtor’s claim for violation of the Florida 

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Deceptive Unfair Trade Practices Act (“FDUTPA”) fails, as the complained of acts and omissions 

are expressly bargained for elements of a written lease by and between Debtor and MDG. XBK 

is neither a party to the lease documents nor responsible thereunder for the parties’ performance 

or breach, either in contract or statute. The grounds for liability laid out in the amended complaint 

sound exclusively in a claim for breach of contract by and between Debtor and MDG.

THIRD AFFIRMATIVE DEFENSE

To the extent that it is predicated upon a verbal agreement governing cross-promotion, 

marketing or advertising, Debtor’s claim for violation of FDUTPA fails. The statute does not 

expand on or replace the parties’ expectations created by contract.

FOURTH AFFIRMATIVE DEFENSE

To the extent that it is predicated upon lock-out events, Debtor’s claim for violation of 

FDUTPA fails. Debtor has been paid and compensated for all lock-out events.

FIFTH AFFIRMATIVE DEFENSE

Debtor cannot recover in tort from XBK for breaches of the contracts entered into with 

MDG that underlie Debtor’s claim for tortious interference with contract.

SIXTH AFFIRMATIVE DEFENSE

To the extent that Debtor seeks to establish XBK as an agent of MDG, it cannot assert that 

XBK is also sufficiently dissimilar from MDG that its conduct could have interfered with the 

contractual arrangements maintained between XBK and MDG.

SEVENTH AFFIRMATIVE DEFENSE

Debtor’s claim for tortious interference with contract fails, as XBK’s actions were taken in 

furtherance of, and in compliance with, its own obligations to MDG.

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EIGHTH AFFIRMATIVE DEFENSE

Debtor cannot simultaneously seek compensation from MDG for breach of the contract on 

the grounds alleged herein and simultaneously seek compensation from XBK for allegedly 

interfering in such contractual relationship.

NINTH AFFIRMATIVE DEFENSE

XBK’s conduct, undertaken on its own business premises and in furtherance of its own 

business that was not in competition with Debtor, was privileged and does not give rise to tortious 

interference with Debtor’s relationship with MDG.

WHEREFORE, XBK demands the entry of final judgment in its favor and against Debtor, 

that Debtor take nothing by this action, an award of costs, an award of attorneys’ fees as are 

incurred in connection with the defense of count four and for such additional relief as this Court 

deems just and appropriate.

Dated: May 12, 2020. Respectfully submitted,

By: /s/ Kai E. Jacobs

Kai E. Jacobs

Fla. Bar No. 987336

Email: kj@sflblg.com

SOUTH FLORIDA BUSINESS LAW GROUP

2222 Ponce de Leon Boulevard, Suite 300

Coral Gables, Florida 33134

Tel: (305) 768-9846 / Fax: (305) 384-4661 

Attorneys for XBK Management

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CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true and correct copy of the foregoing was served by e-mail 

through the CM/ECF system on May 12, 2020 on all counsel and parties of record on the Service 

List below.

SERVICE LIST

Kathleen A. Daly, Esq.

Law Office of Kathleen A. Daley, P.A.

Counsel for Debtor/Plaintiff

515 N. Flagler Dr., Ste. P300

West Palm Beach, FL 33401

Tel: 561-293-8514

Email: kdaly@kadalylaw.com

Jay M. Sakalo, Esq.

Bilzin Sumberg Baena Price & Axelrod LLP

Counsel for MDG Powerline

1450 Brickell Avenue, 23rd Floor

Miami, FL 33131

Tel: 305-374-7580

Email: jsakalo@bilzin.com

Susan E. Raffanello, Esq.

Scott A. Hiaasen, Esq.

Coffey Burlington, P.L.

Counsel for MDG Powerline

2601 South Bayshore Drive, Penthouse One

Miami, FL 33133

Tel: 305-858-2900 /Fax: 305-858-5261

Email: sraffanello@coffeyburlington.com

 shiaasen@coffeyburlington.com

 lmaltz@coffeyburlington.com

 lperez@coffeyburlington.com

 service@coffeyburlington.com

By: /s/ Kai E. Jacobs

KAI E. JACOBS

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