Filing # 172892087 E-Filed 05/10/2023 05:24:55 PM

IN THE ELEVENTH JUDICIAL CIRCUIT COURT

IN AND FOR MIAMI-DADE COUNTY, FLORIDA

GREG BROOKS, CIRCUIT CIVIL DIVISION

Plaintiff, CASE NO.:

vs.

LOCATION VENTURES, LLC,

Defendant.
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COMPLAINT

Plaintiff, GREG BROOKS, sues Defendant, LOCATION VENTURES, LLC, for

damages as follows:

Introduction

1.! This is an action by Plaintiff, GREG BROOKS, to recover the money owed to him

for services rendered as wages and to recover the resultant damages from Defendant’s retaliatory

actions.

Parties, Jurisdiction, and Venue

2.! This is an action for damages exceeding $100,000 (exclusive of costs, interest, and

attorneys’ fees), and this Court has jurisdiction over this matter.

3.! Plaintiff Greg Brooks (“Mr. Brooks”), a sui juris resident of Palm Beach

County, Florida who is over 18.

4.! Defendant, Location Ventures, LLC, is a for-profit Florida Limited Liability

company that is sui juris, that was authorized to conduct, and that conducted its business here, in

Miami-Dade County, Florida, at all times material, where it employed Mr. Brooks.

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5.! The claims and causes of action asserted herein arose in Miami-Dade County,

Florida.

6.! Venue is proper herein because Mr. Brooks entered into a contract with Defendant

in Miami-Dade County, was due to be paid his wages in Miami-Dade County, and because most

of the actions and issues arose in Miami-Dade County, Florida.

7.! Any/all condition(s) precedent to filing this lawsuit occurred and/or was satisfied

by Plaintiff.

Common Background Factual Allegations

8.! Defendant offered Mr. Brooks the position of Chief Financial Officer (“CFO”),

starting August 15, 2022. (Exhibit “A.”)

9.! Defendant offered Mr. Brooks an annual salary of $250,000 plus a minimum

guaranteed bonus of $100,000. Id.

10.! Mr. Brooks accepted Defendant’s written offer of employment. Id.

11.! Mr. Brooks and Defendant further agreed that Mr. Brooks would earn a non-

discretionary bonus of 0.5% on all financing secured and property purchased by Defendant in

excess of the minimum guaranteed bonus of $100,000 yearly.

12.! Mr. Brooks dutifully performed his job as the CFO for Defendant.

13.! Any/all conditions precedent to filing this lawsuit occurred and/or were satisfied

by Mr. Brooks.

14.! Mr. Brooks retained the undersigned counsel and agreed to pay a reasonable fee

for all services rendered.

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COUNT I – BREACH OF CONTRACT

Plaintiff, Greg Brooks, reincorporates all preceding paragraphs as though set forth fully

herein and further alleges as follows:

15.! Mr. Brooks performed under his contract with Defendant (appended hereto as

Exhibit “A”) by expending time and effort on its behalf.

16.! Defendant already paid Mr. Brooks approximately $92,000 in non-discretionary

bonuses based on the agreement to pay a 0.5% non-discretionary bonus for securing financing

and/or the purchase of certain properties.

17.! Defendant also secured financing for the following properties, as more fully

described below, for which Mr. Brooks is contractually owed a 0.5% non-discretionary bonus:

a.! $7 million first mortgage for the “Urbin Coconut Grove” project in March of 2023

for which Mr. Brooks earned $35,000 in non-discretionary bonus;

b.! $5 million second mortgage for the “Urbin Coconut Grove” project in February of

2023 for which Mr. Brooks earned $25,000 in non-discretionary bonus; and

c.! $4 million second mortgage for the “Stewart” project in February of 2023 for which

Mr. Brooks earned $20,000 in non-discretionary bonus.

18.! Defendants breached its contract with Mr. Brooks by failing and refusing to timely

him the $80,000 in non-discretionary bonuses that he earned in connection with the mortgages

(financing) identified in the foregoing paragraph.

19.! Defendants’ breach(es) of its contract with Mr. Brooks caused him monetary

damages of $80,000.

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20.! Florida law considers commissions and non-discretionary bonuses to be “wages”

within the meaning of Fla. Stat. §448.08. BDO Seidman, LLP v. Bee, 24 So. 3d 1278 (Fla. 3d DCA

2010); and Elder v. Islam, 869 So. 2d 600 (Fla. 5th DCA 2004).

21.! Pursuant to Fla. Stat. §448.08, Mr. Brooks is entitled to recover his attorneys’ fees

and costs upon prevailing in a claim for unpaid wages.

WHEREFORE Plaintiff, Greg Brooks, demands the entry of a judgment in its favor and

against Defendant, Location Ventures, LLC, for his resultant $80,000 in breach of contract

damages, all interest allowed by law, attorneys’ fees, costs, and such other and further relief as the

Court deems just and proper.

COUNT II – BREACH OF THE COVENANT

OF GOOD FAITH AND FAIR DEALING

Plaintiff, Greg Brooks, reincorporates and re-alleges paragraphs 1 through 14 as though set

forth fully herein and further alleges as follows:

22.! Mr. Brooks fully performed under the parties’ contract/offer letter appended hereto

as Exhibit “A” by working as Defendant’s CFO and by inter alia, assisting in securing the purchase

and/or financing of certain properties.

23.! Defendant had a duty/covenant to protect the reasonable expectations of Mr.

Brooks, as a contracting party, in light of their express agreement appended hereto as Exhibit “A”

and the verbal and email agreement to pay him a 0.5% commission on all financing secured and

property purchased by Defendant.

24.! Application of the covenant of good faith and fair dealing to Defendant’s

contractual duties to Mr. Brooks would not contravene the express terms of the parties’ contract

appended hereto as Exhibit “A”.

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25.! Defendant had an obligation to timely and fully pay Mr. Brooks the non-

discretionary bonuses that he earned.

26.! Defendant did not discharge its obligations in good faith and instead breached its

obligations when it failed and refused to pay Mr. Brooks the non-discretionary bonus(es) earned

when it secured financing for the following properties:

a.! $7 million first mortgage for the “Urbin Coconut Grove” project in March of 2023

for which Mr. Brooks earned $35,000 in non-discretionary bonus;

b.! $5 million second mortgage for the “Urbin Coconut Grove” project in February of

2023 for which Mr. Brooks earned $25,000 in non-discretionary bonus; and

c.! $4 million second mortgage for the “Stewart” project in February of 2023 for which

Mr. Brooks earned $20,000 in non-discretionary bonus.

27.! Defendant did not remit all the commissions owed to Mr. Brooks, thereby

breaching the parties contract appended hereto as Exhibit “A” and their verbal and email

agreement concerning the non-discretionary bonus (as contemplated by Exhibit “A.”)

28.! Defendant failed and refused to pay Plaintiff the entirety of the commissions earned

by Mr. Brooks for the financing identified in paragraph 26, above, due to its breaches of the implied

covenants of good faith and fair dealing.

29.! Pursuant to Fla. Stat. §448.08, Mr. Brooks is entitled to recover his attorneys’ fees

and costs upon prevailing in a claim for unpaid wages.

WHEREFORE Plaintiff, Greg Brooks, demands the entry of a judgment in its favor and

against Defendant, Location Ventures, LLC, for his $80,000 in resultant damages, all interest

allowed by law, attorneys’ fees, costs, and such other and further relief as the Court deems just and

proper.
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COUNT III – VIOLATION OF FLORIDA WHISTLEBLOWER’S ACT

Plaintiff, Greg Brooks, reincorporates and re-alleges paragraphs 1 through 14 as though set

forth fully herein and further alleges as follows:

30.! Defendant was and is responsible for the conduct, acts, and omissions of its officers,

managing members, employees, and agents, at all times material to this action.

31.! Mr. Brooks became aware of certain financial improprieties that Defendant and its

personnel engaged in, but to which he either objected or refused to participate in and which

included but were not limited to the following:

a.! Rishi Kapoor on multiple occasions charged inappropriate and/or

unauthorized fees to several projects in violation of the respective operating
agreements for said projects. Furthermore, on several occasions, Mr.
Kapoor paid himself significant sums of money from these fees with no
disclosure nor approval from either the Board of Directors of Location
Ventures or the investors in the appropriate projects. Specifically, Mr.
Kapoor collected approximately $1.5 million in 2021 and over $1.5 million
in 2022 from such instances.

b.! Rishi Kapoor on multiple occasions violated provisions of multiple project

level operating agreements which Mr. Brooks noted and pointed out but
was either ignored or summarily dismissed. For example, Mr. Kapoor
repeatedly added additional debt to several projects, including Urbin
Coconut Grove, in order to facilitate payments that he owed to another
investor that he had agreed to cash out, despite the operating agreement of
Urbin Coconut Grove specifically stating that any debt needed to be
approved by its investors. Further, Mr. Kapoor also added debt and/or
took in additional investment at the Location Ventures level to pay off this
investor without informing or seeking approval from other investors.

c.! Forging the signature of Rishi Kapoor on checks and other documents in
violation of Chapter 831, Florida Statutes;

d.! Defendant’s corporate-level financial statements were not prepared in

accordance with Generally Acceptable Accounting Principles (“GAAP”),
which was a requirement of Defendant’s credit agreement with Woodforest
Bank. When Mr. Brooks raised this issue, he was explicitly told by Rishi
Kapoor and Daniel Motha that Location Ventures is a private company
and can report its financial statements any way it wants to;
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e.! Failing to account for unpaid interest liabilities on the balance sheet for the
Villa Valencia project in violation of GAAP and failing to report the
existence of the same liability to investors;

f.! Knowingly failing to submit, remit, and/or pay the payroll taxes for multiple
time periods between 2017 and 2022 despite reducing employees’
paychecks for such deductions;

g.! Knowingly treating almost the entire C- Suite of Location Ventures as 1099
contractors instead of W-2 employees in direct violation of IRS regulations
for a number of years before Mr. Brooks insisted on implementing a change
for 2023 (including the following individuals: Rishi Kapoor- CEO, Daniel
Motha- CFO, Romy Kapoor- General Counsel, Joanna Davila- Chief
Marketing Officer, Angel Garcia- Chief Investment Officer, Vivian Bonet,
Chief Development Officer, Jorge Chirinos, Controller, among others);

h.! Rishi Kapoor directed Mr. Brooks to knowingly lie to Glacier Capital on a
loan application that Location Ventures was seeking for one of its projects
known as 551 Bayshore. During the application process, Mr. Kapoor
instructed Mr. Brooks to inform Glacier that Mr. Kapoor had no loans for
which he had personal recourse when in fact, every loan that was
outstanding at the time to Location Ventures and/or any of its projects was
fully guaranteed personally by Mr. Kapoor.

i.! Making material misrepresentations and failing to disclose material facts to

potential and actual investors in connection with the Urbin Miami Beach
and 551 Bayshore projects in violation of the respective operating
agreements of each project as it pertains to actual project costs being
materially higher than budgeted project costs.

j.! Misuse of purchaser deposits paid in connection with the Urbin Coconut
Grove project such that more than $1.5 million of purchaser deposits were
collected and used for costs other than development costs of the project in
direct violation of Florida condominium statutes. When Mr. Brooks
informed Rishi Kapoor that Mr. Brooks would not sign off on the request
to seek these funds from the title company holding them because no
development work had been done on the site yet, Mr. Kapoor’s response
was “send me the form, I will sign it”. Furthermore, in one case over $1.1
million of the funds were immediately transferred to another project to meet
a deposit requirement that Location Ventures was responsible for despite
there being different investors in that project;

k.! Using company and/or project-level funds to pay for a McLaren sports car
for Rishi Kapoor, $10,000 per month for a private chef to cook on Rishi
Kapoor’s yacht, and the purchase of a home in Coral Gables for Mr.
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Kapoor without declaring the money as income to Mr. Kapoor in violation

of IRS regulations;

l.! Payment of $10,000 per month to Francis Suarez, mayor of the City of
Miami for unknown services (no written agreement was in place and no
invoices were ever provided for any services); and

m.! Other actions that violate one or more laws, rules, and/or regulations to be
determined through discovery.

32.! Plaintiff thus objected to or refused to participate in one or more activities, policies,

or practices of Defendant which are in violation of the above laws, rules, or regulations.

33.! Defendant retaliated against Mr. Brooks by sending him home, locking him out of

his work email and server access, accessing his personal email without authorization, and

terminating his employment.

34.! As pertinent herein, Fla. Stat. §448.102 provides as follows:

Prohibitions. An employer may not take any retaliatory personnel action against an
employee because the employee has:

(1)! Disclosed, or threatened to disclose, to any appropriate governmental agency,

under oath, in writing, an activity, policy, or practice of the employer that is in violation
of a law, rule, or regulation. However, this subsection does not apply unless the
employee has, in writing, brought the activity, policy, or practice to the attention of a
supervisor or the employer and has afforded the employer a reasonable opportunity to
correct the activity, policy, or practice.

(2)! Provided information to, or testified before, any appropriate governmental

agency, person, or entity conducting an investigation, hearing, or inquiry into an
alleged violation of a law, rule, or regulation by the employer.

(3)! Objected to, or refused to participate in, any activity, policy, or practice of the
employer which is in violation of a law, rule, or regulation.

35.! As a direct and proximate result of Defendant’s violation(s) of Fla. Stat. §448.102,

Plaintiff suffered damages.

36.! Plaintiff lost his job, wages, fringe benefits, paid time off, and health insurance,

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suffered emotional distress, humiliation, and mental anguish, and was damaged as a direct and

proximate result of Defendant’s unlawful, retaliatory conduct described above.

37.! Plaintiff retained the undersigned counsel and agreed to pay a reasonable attorney’s

fee for all services rendered.

WHEREFORE Plaintiff, Greg Brooks, demands the entry of a judgment against Defendant,

Location Ventures, LLC, for reinstatement to his prior position, for compensatory damages

including lost benefits, lost seniority rights, lost health insurance, lost wages, mental anguish, pain

and suffering, punitive damages, attorneys’ fees, and costs under Fla. Stat. §448.104, et seq., all

interest allowed by law, and for such other and further relief as the Court deems just and proper.

DEMAND FOR JURY TRIAL

Plaintiff, Greg Brooks, demands a trial by jury of all issues so triable.

Dated this 10th day of May 2023.

s/Brian H. Pollock, Esq.

Brian H. Pollock, Esq. (174742)
[email protected]
FAIRLAW FIRM
135 San Lorenzo Avenue
Suite 770
Coral Gables, FL 33146
Tel: 305.230.4884
Counsel for Plaintiff

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EXHIBIT
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EXHIBIT “A”

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