claiming that the expenditures on this credit card were incurred on Passover FB's behalf.
On December 1, 2017, Jonathan "usurped the office of President of Passover FB" and intentionally took over sole management of Passover FB. Jonathan made "all strategic and operational business decisions of Passover FB, effectively ousting [Taubenfeld] as the President of Passover FB and assuming sole responsibility for all of Passover FB's business operations." Furthermore, Arlene "formed Lasko Getaways as a Florida Limited Liability Company on December 1, 2017, with the purpose of diverting Passover FB's assets to Lasko Getaways." Arlene and Avi were the managing members of Lasko Getaways.
During the week of December 11, 2017, Taubenfeld's personal bank accounts were frozen due to a writ of garnishment issued in the American Express lawsuit. Taubenfeld contacted Sam to arrange to receive his paycheck manually. Sam falsely accused Taubenfeld of stealing $300,000 from Passover FB. Sam demanded that Taubenfeld sign a transfer agreement regarding Taubenfeld's ownership in Passover FB before payment of his salary would be authorized.
On February 2, 2018, Taubenfeld's attorney sent Jonathan a demand letter, accusing the Laskos of various wrongdoing and insisting that, among other things, all assets be returned to Passover FB. Litigation ensued.
The Fourth Amended Complaint
Taubenfeld filed the Fourth Amended Complaint as a derivative action on behalf of Passover FB against Jonathan, Sam, Arlene, Avi, and Lasko Getaways ("the Lasko Defendants"). The complaint alleged that on December 1, 2017, Passover FB's assets consisted of: (1) advantageous business relationships with venues in Miami Beach and Aventura; (2) an advantageous business relationship with the founder of JM Food Design; (3) a contractual relationship with TB Isle Resort d/b/a Turnberry Isle Miami, the venue for the 2018 Passover Event; (4) goodwill, with an estimated value of over $4,500,000, "developed over more than twenty-five (25) years associated with the Lasko name and owned exclusively by Passover FB since the formation of Passover FB in 2010"; (5) confidential customer lists, advertising relationships, catering contracts, and business history; (6) hard assets, including five tractor-trailers and their contents; (7) intellectual property consisting of websites; (8) records, bank accounts, and software; and (9) cash and cash equivalents.
The Fourth Amended Complaint contained five counts:
1. Breach of fiduciary duty against Jonathan. 2. Aiding and abetting breach of fiduciary duty against Sam. 3. Aiding and abetting breach of fiduciary duty against Arlene. 4. Aiding and abetting breach of fiduciary duty against Avi. 5. Conversion against Lasko Getaways.
Count 1
Count 1 alleged that Jonathan "breached his fiduciary duty to Passover FB" and "directly caused Passover FB's Passover Business to decay, be wasted and become nonexistent." Count 1 claimed that Jonathan owed "a fiduciary duty to Passover FB to perform his duties of managing all of the business operations of the company in the best interests of Passover FB." Count 1 further alleged that Jonathan engaged in multiple acts, described in 15 lettered paragraphs, all of which involved the transfer of Passover FB's assets and business to Lasko Getaways.