Defendants THE SPARTAN GROUP HOLDING COMPANY, LLC, SPARTAN INVESTMENT PARTNERS LP, SPARTAN INVESTMENT ASSOCIATES LP, SPARTAN
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1 Case 1:08-cv JFK Document 3 Filed 07/25/2008 Page 1 of 14 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK x CRIMSON CAPITAL LLC and MICHAEL STAISIL, : Plaintiffs, : v. : 08 Civ (JFK) THE SPARTAN GROUP HOLDING COMPANY, LLC, SPARTAN INVESTMENT PARTNERS LP, SPARTAN INVESTMENT ASSOCIATES LP, SPARTAN PARTNERS GP, LLC, SPARTAN CAPITAL MANAGEMENT, LLC, STEPHEN NORRIS CAPITAL PARTNERS LLC, STEPHEN NORRIS, M82 GROUP LLC, MARSHALL MANLEY, DDD VENTURES LLC, DENNIS DAMMERMAN, GE ASSET MANAGEMENT INCORPORATED, INFLEXION CAPITAL PARTNERS, LP, ABC LLC, DEF LLC, UVW LP, and XYZ LP, : : : : : : ANSWER AND COUNTERCLAIMS Defendants. : x Defendants THE SPARTAN GROUP HOLDING COMPANY, LLC, SPARTAN INVESTMENT PARTNERS LP, SPARTAN INVESTMENT ASSOCIATES LP, SPARTAN PARTNERS GP, LLC, SPARTAN CAPITAL MANAGEMENT, LLC, M82 GROUP LLC, MARSHALL MANLEY, DDD VENTURES LLC, and DENNIS DAMMERMAN, ( Defendants ), by their attorneys Bryan Cave LLP, as and for their Answer to the Complaint, hereby allege upon information and belief as follows: 1. Deny the allegations set forth in paragraph 1 of the Complaint, and respectfully refer the Court to the Limited Liability Company Agreement ( LLC Agreement ), a copy of which is attached as Exhibit 1, for a full and accurate understanding of its terms and effect. 2. Deny the allegations set forth in paragraph 2 of the Complaint /
2 Case 1:08-cv JFK Document 3 Filed 07/25/2008 Page 2 of Deny knowledge or information sufficient to form a belief as to the truth of the allegations set forth in paragraph 3 of the Complaint. 4. Deny knowledge or information sufficient to form a belief as to the truth of the allegations set forth in paragraph 4 of the Complaint. 5. Deny knowledge or information sufficient to form a belief as to the truth of the allegations set forth in paragraph 5 of the Complaint. 6. Deny knowledge or information sufficient to form a belief as to the truth of the allegations set forth in paragraph 6 of the Complaint. 7. Admit the allegations set forth in paragraph 7 of the Complaint. 8. Admit the allegations set forth in paragraph 8 of the Complaint. 9. Deny the allegations set forth in paragraph 9 of the Complaint, except admit that Dammerman is a Florida resident, was chief executive officer and chairman of Kidder Peabody Group, Inc. for approximately six months beginning in 1994, and was chief financial officer of GE from 1984 to 1998, and Vice Chairman of GE and Chairman and CEO of GE Capital Services from 1998 to December Admit the allegations set forth in paragraph 10 of the Complaint. 11. Admit that The Spartan Group Holding Company, LLC is incorporated in Delaware, but deny the remainder of Plaintiff s allegations set forth in the first sentence of paragraph 11 of the Complaint. Deny knowledge or information sufficient to form a belief as to the truth of the allegations set forth in the second sentence of paragraph 11 of the Complaint. Deny the allegations set forth in the third sentence of paragraph 11 of the Complaint. 12. Admit that Spartan Investment Partners, LP is a Delaware limited partnership, but deny the remainder of Plaintiff s allegations set forth in the first sentence of paragraph 12 of the Complaint. Deny the allegations set forth in the second sentence of paragraph 12 of the /
3 Case 1:08-cv JFK Document 3 Filed 07/25/2008 Page 3 of 14 Complaint, and respectfully refer the Court to the LLC Agreement for a full and accurate understanding of its terms and effect. 13. Admit that Spartan Investment Associates, LP is a Delaware limited partnership, but otherwise deny knowledge or information sufficient to form a belief as to the truth of the allegations set forth in paragraph 13 of the Complaint. 14. Admit that Spartan Partners GP is a Delaware limited liability company, but otherwise deny knowledge or information sufficient to form a belief as to the truth of the allegations set forth in paragraph 14 of the Complaint. 15. Admit that Spartan Capital Management, LLC is a Delaware limited liability company, but otherwise deny knowledge or information sufficient to form a belief as to the truth of the allegations set forth in paragraph 15 of the Complaint. 16. Deny knowledge or information sufficient to form a belief as to the truth of the allegations set forth in the first sentence of paragraph 16 of the Complaint. Deny the allegations set forth in the second sentence of paragraph 16 of the Complaint. 17. Deny the allegations set forth in paragraph 17 of the Complaint. 18. Deny the allegations set forth in paragraph 18 of the Complaint. 19. Deny knowledge or information sufficient to form a belief as to the truth of the allegations set forth in paragraph 19 of the Complaint. 20. Admit that discussions took place between Staisil, Norris, Manley, and Dammerman, but deny the remainder of Plaintiff s allegations set forth in paragraph 20 of the Complaint. 21. Deny the allegations set forth in the first three sentence of paragraph 21 of the Complaint. Deny knowledge or information sufficient to form a belief as to the truth of the allegations set forth in the fourth and fifth sentences of paragraph 21 of the Complaint /
4 Case 1:08-cv JFK Document 3 Filed 07/25/2008 Page 4 of Deny knowledge or information sufficient to form a belief as to the truth of the allegations set forth in the first sentence of paragraph 22 of the Complaint. Deny knowledge or information sufficient to form a belief as to the truth of the allegations set forth in the second sentence of paragraph 22 of the Complaint. Deny the allegations set forth in the third sentence of paragraph 22 of the Complaint. Deny the allegations set forth in the fourth sentence of paragraph 22 of the Complaint. 23. Deny knowledge or information sufficient to form a belief as to the truth of the allegation that the Tiger Woods Foundation has billed Staisil for $120,000, and otherwise deny the allegations set forth in the third sentence of paragraph 23 of the Complaint, except admit that promotional materials at the event bore the name Staisil Norris Partners. 24. Deny the allegations set forth in paragraph 24 of the Complaint. 25. Deny the allegations set forth in the paragraph 25 of the Complaint, except admit that The Spartan Group Holding Company was formed to operate as a co-investment fund. 26. Deny the allegations of Paragraph 26 of the Complaint, and respectfully refer the Court to the LLC Agreement for a full and accurate understanding of its terms and effect. 27. Deny the allegations of Paragraph 27 of the Complaint, and respectfully refer the Court to the LLC Agreement for a full and accurate understanding of its terms and effect. 28. Deny the allegations of Paragraph 28 of the Complaint, and respectfully refer the Court to the LLC Agreement for a full and accurate understanding of its terms and effect. 29. Deny the allegations of Paragraph 29 of the Complaint, and respectfully refer the Court to the LLC Agreement for a full and accurate understanding of its terms and effect. 30. Deny the allegations of Paragraph 30 of the Complaint, except admit that Staisil agreed that he would bear his own costs, and respectfully refer the Court to the LLC Agreement for a full and accurate understanding of its terms and effect /
5 Case 1:08-cv JFK Document 3 Filed 07/25/2008 Page 5 of Deny the allegations of Paragraph 31 of the Complaint, and respectfully refer the Court to the Confidential Private Placement Memorandum for a full and accurate understanding of its terms and effect. 32. Deny the allegations of Paragraph 32 of the Complaint, except admit that Merrill Lynch agreed to act as a financial adviser. 33. Deny the allegations of Paragraph 33 of the Complaint. 34. Deny the allegations of Paragraph 34 of the Complaint, except admit that Norris sent an electronic message to Staisil on December 7, 2007, and respectfully refer the Court to that electronic message for a full and accurate understanding of its terms and effect. 35. Deny the allegations of Paragraph 35 of the Complaint, and respectfully refer the Court to that electronic message for a full and accurate understanding of its terms and effect. 36. Deny the allegations of Paragraph 36 of the Complaint, except deny knowledge or information sufficient to form a belief as to the truth of the allegations set forth in the fourth sentence of paragraph 36 of the Complaint. 37. Deny the allegations set forth in paragraph 37 of the Complaint. 38. Defendants repeat and reiterate each and every response in paragraphs 1 through 37 of its Answer with the same force and effect. 39. Deny the allegations set forth in paragraph 39 of the Complaint. 40. Deny the allegations set forth in paragraph 40 of the Complaint. 41. Defendants repeat and reiterate each and every response in paragraphs 1 through 40 of its Answer with the same force and effect. 42. Deny the allegations set forth in paragraph 42 of the Complaint. 43. Deny the allegations set forth in paragraph 43 of the Complaint /
6 Case 1:08-cv JFK Document 3 Filed 07/25/2008 Page 6 of Defendants repeat and reiterate each and every response in paragraphs 1 through 43 of its Answer with the same force and effect. 45. Deny the allegations set forth in paragraph 45 of the Complaint. 46. Deny the allegations set forth in paragraph 46 of the Complaint. 47. Defendants repeat and reiterate each and every response in paragraphs 1 through 46 of its Answer with the same force and effect. 48. Deny the allegations set forth in paragraph 48 of the Complaint. 49. Deny the allegations set forth in paragraph 49 of the Complaint. 50. Defendants repeat and reiterate each and every response in paragraphs 1 through 49 of its Answer with the same force and effect. 51. Deny the allegations set forth in paragraph 51 of the Complaint. 52. Deny the allegations set forth in paragraph 52 of the Complaint. 53. Defendants repeat and reiterate each and every response in paragraphs 1 through 52 of its Answer with the same force and effect. 54. Deny the allegations set forth in paragraph 54 of the Complaint. 55. Deny the allegations set forth in paragraph 55 of the Complaint. 56. Defendants repeat and reiterate each and every response in paragraphs 1 through 55 of its Answer with the same force and effect. 57. Deny the allegations set forth in paragraph 57 of the Complaint. 58. Deny the allegations set forth in paragraph 58 of the Complaint /
7 Case 1:08-cv JFK Document 3 Filed 07/25/2008 Page 7 of 14 AFFIRMATIVE DEFENSES FIRST AFFIRMATIVE DEFENSE 59. The Complaint fails to state a claim against the Defendants for which relief can be granted. SECOND AFFIRMATIVE DEFENSE 60. The Complaint should be dismissed for lack of personal jurisdiction. THIRD AFFIRMATIVE DEFENSE 61. Any recovery or relief to which Plaintiffs may have been entitled (if any) is barred, in whole or in part, under the doctrine of unclean hands. FOURTH AFFIRMATIVE DEFENSE 62. Plaintiffs prior breaches of and/or misrepresentations made in connection with any alleged or underlying agreements with Defendants excused any conduct by Defendants and/or bars any recovery or relief to which Plaintiffs may have been entitled (if any), in whole or in part. FIFTH AFFIRMATIVE DEFENSE 63. Defendants M82 Group LLC and DDD Ventures at all times acted properly, with due care and good faith, and in accordance with their obligations under the LLC Agreement, as concerns the matters at issue in this action. SIXTH AFFIRMATIVE DEFENSE 64. Pursuant to Section 12.4(a) of the LLC Agreement, Defendants Marshall Manley, M82 Group LLC, Dennis Dammerman, and DDD Ventures have no liability except for their own willful misconduct /
8 Case 1:08-cv JFK Document 3 Filed 07/25/2008 Page 8 of 14 SEVENTH AFFIRMATIVE DEFENSE 65. Pursuant to Section 12.4(b) of the LLC Agreement, Defendants Marshall Manley, M82 Group LLC, Dennis Dammerman, and DDD Ventures have no obligation for any debts, obligations, or liabilities of Spartan Holdings. EIGHTH AFFIRMATIVE DEFENSE 66. Section 13.3 of the Limited Liability Agreement, which provides that the Agreement and the Certificate of Formation replace and supersede all prior written agreements and oral statements by and among the Members or any of them, and no agreements and oral statements by and among the Members or any of them, and no representation, statement, condition or warranty not contained in this Agreement or the Certificate of Formation will be binding on the Members or have any force or effect whatsoever, precludes Plaintiffs from recovering for any damages suffered as a result of any alleged prior written agreements or oral statements made before the signing of the LLC Agreement. NINTH AFFIRMATIVE DEFENSE 67. Plaintiffs recovery pursuant to the Complaint, and each purported cause of action alleged therein, is barred in whole or in part by the business judgment rule, and/or otherwise because any acts and/or omissions by Defendants with respect to the matters alleged in the Complaint were undertaken (or not undertaken, as the case may be) in good faith based on the best interests of Spartan Holdings as such best interests were reasonably understood by Defendants. TENTH AFFIRMATIVE DEFENSE 68. If Plaintiffs have suffered any loss, it is as a result (in whole or in part) of their own culpable conduct /
9 Case 1:08-cv JFK Document 3 Filed 07/25/2008 Page 9 of 14 ELEVENTH AFFIRMATIVE DEFENSE 69. If Plaintiffs have suffered any loss, they must bear that proportion of the total loss as was caused by their own culpable conduct. TWELFTH AFFIRMATIVE DEFENSE 70. Defendants alleged conduct was not the proximate cause of Plaintiffs alleged damages. THIRTEENTH AFFIRMATIVE DEFENSE 71. Plaintiffs recovery pursuant to the Complaint, and each purported cause of action alleged therein, is barred in whole or in part because Plaintiffs have engaged in fraud. FOURTEENTH AFFIRMATIVE DEFENSE 72. Spartan Investment Partners LP, Spartan Investment Associates LP, Spartan Partners GP, LLC, Spartan Capital Management, LLC are not proper party defendants, as they had no knowledge of or acquiescence in, and did not ratify or participate in, any of the acts or omissions upon which Plaintiffs claims allegedly are based, and are not directly and separately liable for any such acts or omissions of the other Defendants during the relevant time period. FIFTEENTH AFFIRMATIVE DEFENSE 73. At no time did Manley and Dammerman individually enter into the LLC Agreement or any other agreement with Plaintiffs. Accordingly, Manley and Dammerman cannot be held liable to Plaintiffs for any alleged liability arising out of the LLC Agreement, and the Complaint must be dismissed as against them. SIXTEENTH AFFIRMATIVE DEFENSE 74. Plaintiff has an adequate remedy at law for damages against the Defendants /
10 Case 1:08-cv JFK Document 3 Filed 07/25/2008 Page 10 of 14 COUNTERCLAIMS Defendants Marshall Manley, M82 Group LLC, Dennis Dammerman, and DDD Ventures, as and for their counterclaims against Plaintiffs allege as follows: Parties 75. Counterclaim-Plaintiff Marshall Manley is an individual residing in the State of Florida. 76. Counterclaim-Plaintiff Dennis Dammerman is an individual residing in the State of Florida. 77. Counterclaim-Plaintiff M82 Group LLC is a Florida limited liability company with its principal place of business located at 2475 Marseilles Dr., Palm Beach Gardens, FL Counterclaim-Plaintiff DDD Ventures LLC is a Delaware limited liability company with its principal place of business located at 2954 Hurlingham Drive, Wellington, FL Background 79. In the spring of 2007, defendant Norris and plaintiff Staisil represented to defendants Manley and Dammerman that they were partners in an entity called Staisil Norris Partners and engaged in discussions with Manley and Dammerman about starting a co-investment fund which would invest side-by-side with other investors. 80. Upon information and belief, Manley and Dammerman were approached because of their contacts with potential investors for a co-investment fund, business knowledge, background, experience, and reputation, among other things. 81. Plaintiff Staisil represented to Defendants that, among other things, he was a highly liquid New York based investment banker, someone who had his own Gulfstream airplane, that he had $50 million available for a co-investment fund, and that he would bring a combination of Fortress and XE Capital as potential anchoring investors to a potential co-investment fund /
11 Case 1:08-cv JFK Document 3 Filed 07/25/2008 Page 11 of Defendants Manley and Dammerman were also told that Staisil would contribute $5 million as initial capital for the potential co-investment fund. 83. In or around May 2007, and in reliance on Staisil s representations, defendants Manley and Dammerman agreed to form a co-investment fund in which Dammerman, Manley, and Norris were each to receive a salary of $700,000 per year, and an expense account of $60,000 per month. 84. Defendants, in reliance on the promises and representations of Plaintiffs, entered into the LLC Agreement on or about July 25, As it turned out, Staisil s representations were false. He did not raise or contribute any working capital, nor did he spend material time on activities related to Spartan Holdings. 86. Defendants Marshall Manley, M82 Group LLC, Dennis Dammerman, and DDD Ventures LLC spent substantial time, effort, and money to pursue the Spartan co-investment fund (the Co-Investment Fund ). 87. Despite months of effort and outreach to scores of potential investors, Spartan has been unable to secure commitments from more than one investor, which limited its participation to a maximum of five percent of the Co-Investment Fund. 88. As a result, Spartan s efforts are being wound down. FIRST COUNTERCLAIM (BREACH OF IMPLIED DUTY OF GOOD FAITH AND FAIR DEALING) 89. Repeat and reallege each of the allegations contained in Paragraphs 1 through 88 as if fully contained herein. 90. As a managing member of Spartan Holdings and the principal of a managing member, Plaintiffs owe fiduciary duties to the Defendants Marshall Manley, M82 Group LLC, /
12 Case 1:08-cv JFK Document 3 Filed 07/25/2008 Page 12 of 14 Dennis Dammerman, and DDD Ventures, and in the case of Plaintiff Staisil, are duty-bound not to cause Plaintiff Crimson not to breach its fiduciary duties or knowingly participate in those breaches. 91. In violation of said duty, among other wrongful acts, Plaintiffs did not raise or contribute any working capital, nor did they spend material time on activities related to Spartan Holdings. 92. By reason of the foregoing, said Defendants have been damaged in the amount to be determined at trial but at least $100, and in such further amounts as may be proven at trial. SECOND COUNTERCLAIM (EQUITABLE ESTOPPEL) 93. Repeat and reallege each of the allegations contained in Paragraphs 1 through 92 as if fully contained herein. 94. Defendants Marshall Manley, M82 Group LLC, Dennis Dammerman, and DDD Ventures reasonably relied to their detriment on the misleading statements, omissions, and actions of Plaintiffs that led them to spend substantial time, effort, and money to pursue the Spartan Co- Investment Fund. 95. By reason of the foregoing, said Defendants have been damaged in the amount to be determined at trial but at least $100, and in such further amounts as may be proven at trial. THIRD COUNTERCLAIM (FRAUD) 96. Repeat and reallege each of the allegations contained in Paragraphs 1 through 95 as if fully contained herein /
13 Case 1:08-cv JFK Document 3 Filed 07/25/2008 Page 13 of As discussed above, Defendants relied to their detriment on the misleading statements, omissions, and actions of Plaintiffs that led them to spend substantial time, effort, and money to pursue the Spartan Co-Investment Fund. 98. Upon information and belief, Plaintiffs knew that these representations were false and their actions were misleading and made such representations and took such actions fraudulently to induce Defendants to enter into the LLC Agreement. 99. Defendants reasonably relied on Plaintiffs misleading actions and representations in deciding to enter into the LLC Agreement By reason of the foregoing, said Defendants have been damaged in the amount in the amount to be determined at trial but at least $100, and in such further amounts as may be proven at trial. FOURTH COUNTERCLAIM (IN THE ALTERNATIVE BREACH OF CONTRACT) 101. Repeat and reallege each of the allegations contained in Paragraphs 1 through 100 as if fully contained herein In the event that this Court determines that the merger clause contained in Section 13.3 of the Limited Liability Agreement is not valid, Defendants Manley and Dammerman are owed salary of $700,000 per year, plus an expense account of $60,000 per month pursuant to an agreement with Plaintiffs By reason of the foregoing, said Defendants have been damaged in the amount to be determined at trial but at least $1,400, and in such further amounts as may be proven at trial /
14 Case 1:08-cv JFK Document 3 Filed 07/25/2008 Page 14 of 14 WHEREFORE, Defendants demand judgment: (i) dismissing the Complaint in its entirety; (ii) awarding to Defendants the costs and disbursements of this action; (iii) awarding Defendants the relief requested in their First Counterclaim; (iv) awarding Defendants the relief requested in their Second Counterclaim; (v) awarding Defendants the relief requested in their Third Counterclaim; (vi) awarding Defendants the relief requested in their Fourth Counterclaim; and (vii) granting such other relief as this Court deems just and proper. Dated: July 25, 2008 New York, New York BRYAN CAVE LLP By: /s/ William J. Hibsher William J. Hibsher John D. Kircher 1290 Avenue of the Americas New York, New York (212) Attorneys for Defendants The Spartan Group Holding Company, LLC, Spartan Investment Partners LP, Spartan Investment Associates LP, Spartan Partners GP, LLC, Spartan Capital Management, LLC, M82 Group LLC, Marshall Manley, DDD Ventures LLC, and Dennis Dammerman /
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