Tag: derivative action

COUNT FIVE

DERIVATIVE ACTION FOR MALPRACTICE AND BREACH OF CONTRACT

1. WILLIAM M. WINDSOR adopts and realleges Paragraphs 1 through 505.
2. WINDSOR asserts this claim against the SENTRY MANAGEMENT DEFENDANTS.
3. The SENTRY MANAGEMENT DEFENDANTS have committed malpractice and breach of contract.
4. The SENTRY MANAGEMENT DEFENDANTS have Community Association Management licenses from the State of Florida pursuant to Florida Administrative Code 61E14-1.001.
5. SENTRY MANAGEMENT has been employed as the association management firm representing the ASSOCIATION from November 1, 2014 to October 31, 2020.  EXHIBIT 430 is the contract.
6. The contract with SENTRY MANAGEMENT [EXHIBIT 430] required that “Agent shall act in accordance with Association’s recorded governing documents, applicable statutes and legal directives….”  SENTRY MANAGEMENT violated this agreement. [See SOF 500.]
7. SENTRY MANAGEMENT has neglected reasonable duties.
8. SENTRY MANAGEMENT’s negligence is the proximate cause of loss to the ASSOCIATION.
9. SENTRY MANAGEMENT’s negligence is the proximate cause of loss to WINDSOR and other owners.
10. Florida case law provides that CAMs have a fiduciary duty to the ASSOCIATION.
11. A derivative suit is an action in which a stockholder or member of a not-for-profit corporation that is condominium association seeks to enforce a right of action existing in the corporation; the injury sustained by the stockholder or member bringing such suit is basically the same as the injury sustained by other stockholders and members in the corporation.
12. Florida Statute 617.07401 provides legal authority for this Member’s Derivative Action.  Florida Statute Section 617.002 provides that the provisions of Chapter 607, the Florida General Corporation Act, apply to all nonprofit corporations.
13. WINDSOR was a member of the corporation when the transactions complained of occurred.  This Complaint is verified, and it alleges with particularity the demands made to obtain action by the board of directors and that the demands were refused or ignored by the board of directors for at least 90 days after the date of the first demand.  WINDSOR was never notified in writing that the corporation rejected the demands.
14. At all times, the SENTRY DEFENDANTS held themselves out as licensed by the State and competent in the area of association management for which the ASSOCIATION retained the services of the SENTRY. 
15. SENTRY MANAGEMENT was required to exercise the same duty of care as a reasonably competent association management company and to use reasonable care in determining and implementing a strategy and procedures to be followed to achieve the ASSOCIATION’s legal goals.  As a fiduciary to the ASSOCIATION, SENTRY MANAGEMENT was obligated to protect the ASSOCIATION.
16. In the course of handling management matters for the ASSOCIATION, the SENTRY MANAGEMENT DEFENDANTS negligently failed to act with the degree of competence generally possessed by association management companies in Florida who handle association management similar to the ASSOCIATION’s.  The ASSOCIATION paid SENTRY MANAGEMENT a substantial amount of money for the sole purpose of managing the ASSOCIATION in all matters.
17. SENTRY MANAGEMENT has neglected reasonable duties.  SENTRY MANAGEMENT DEFENDANTS were negligent and/or committed malpractice and breached fiduciary duties to the ASSOCIATION, in at least the following regard:
    1. By failing to ensure that the ASSOCIATION complied with Florida statutes and the corporate governing documents as required in the second paragraph and paragraph E3 of the MANAGEMENT SERVICES AGREEMENT;
    1. By failing to assist the ASSOCIATION in the enforcement of governing documents as required in paragraph E3 of the MANAGEMENT SERVICES AGREEMENT;
    1. By failing to explain the terms of the ARTICLES OF INCORPORATION, DECLARATION, and BYLAWS and the impact to the ASSOCIATION as necessary pursuant to the second paragraph and paragraph E3 of the MANAGEMENT SERVICES AGREEMENT;
    1. By failing to ensure that the ASSOCIATION held lawful annual meetings and elections as required in the second paragraph and paragraphs E3 and E5 of the MANAGEMENT SERVICES AGREEMENT;
    1. By failing to ensure that the ASSOCIATION held lawful annual meetings and elections as required in the second paragraph and paragraphs E3 and E5 of the MANAGEMENT SERVICES AGREEMENT;
    1. By failing to type, reproduce, and distribute meeting minutes as required in paragraph E4 of the MANAGEMENT SERVICES AGREEMENT;
    1. By failing properly maintain the common elements of the ASSOCIATION property as required in paragraph G1 of the MANAGEMENT SERVICES AGREEMENT;
    1. By failing to ensure that the ASSOCIATION maintained an accurate roster of all unit owners at all times as required in paragraph D1 of the MANAGEMENT SERVICES AGREEMENT;
    1. By failing to maintain the ASSOCIATION’s governing documents on SENTRY’s web portal as required in paragraph D3 of the MANAGEMENT SERVICES AGREEMENT;
    1. By failing to ensure that the ASSOCIATION maintained Minutes as required in paragraph D1 of the MANAGEMENT SERVICES AGREEMENT;
    1. By failing to charge $45 for Intent to Lien Notices as required by the Addendum to the MANAGEMENT SERVICES AGREEMENT;
    1. By failing to explain legal issues to the ASSOCIATION;
    1. By failing to explain the terms of the ARTICLES OF INCORPORATION, DECLARATION, and BYLAWS and the impact to the ASSOCIATION;
    1. By failing to ensure that the ASSOCIATION held lawful annual meetings and elections [See SOF 46, 47, 110, 151, and others];
    1. By concocting schemes to keep OMAR, VICKI, and KAREN as the Officers and Directors as part of an effort to conceal SENTRY’s malpractice and breach of contract [See SOF 42, 100, 107, 173, and others];
    1. By assisting in preparing a fraudulent BYLAW Amendment on January 15, 2019 in Lake County, Florida [See SOF 97-99, 107, 108, 127, 138, 149];
    1. By falsely and maliciously claiming the BYLAW regarding the annual meeting was amended on August 1, 2017 [See SOF 149, 151];
    1. By providing false information to ASSOCIATION owners, including WINDSOR;
    1. By endorsing false information to ASSOCIATION owners in a March 5, 2019 letter from NEAL McCulloh of CLAYTON & MCCULLOH [See SOF 137, 184, 185, 545, 660, 661, 663];
    1. By running up legal fees by requiring that BRIAN Hess handle all of WINDSOR’s inquiries in writing [See SOF 124];
    1. By running up legal fees by refusing to meet with WINDSOR to resolve matters [See SOF 662];
    1. By running up legal fees to the ASSOCIATION and its members by failing to notify the D&O insurance carrier of litigation [See SOF 288];
    1. By running up legal fees by ignoring notices sent by WINDSOR in an effort to avoid further litigation [See SOF 122-123, 125, 218, 236, 238, 240, 245, 246, 251, 253, 254, 258, 261, 262, 263, 265, 271, 274, 284-287, 289-291, 303, and others];
    1. By running up legal fees by allowing the ASSOCIATION to pretend the BYLAWS were amended when they knew approval of all holders of first mortgage liens were required [See SOF 112 and others];
    1. By running up legal fees by failing to accept WINDSOR’s offer to withdraw his actions against the ASSOCIATION if CLAYTON & MCCULLOH and SENTRY MANAGEMENT refunded to the ASSOCIATION all money paid by to them from 2016 to 2019 [See SOF 283];
    1. By running up legal fees by failing to accept WINDSOR’s offer to withdraw his actions against the ASSOCIATION if the ASSOCIATION admitted and corrected all the wrongdoing [See SOF 334];
    1. By charging exorbitant amounts for filing a Notice of Lien [See SOF 395];
    1. By allowing the ASSOCIATION to violate the Fair Credit Collection Act [See SOF 404];
    1. By allowing the ASSOCIATION to violate Florida Administrative Code Section 61B-23.002 (6) regarding Designated Voter Certificates [See SOF 61];
    1. By allowing the ASSOCIATION to violate Florida Administrative Code 61B-23.002 (8) regarding proxies [See SOF 120, 156, 171];
    1. By allowing the ASSOCIATION to violate Florida Administrative Code 61B-23.002 (9) by denying members the right to speak at meetings with respect to all designated agenda items;
    1. By allowing the ASSOCIATION to violate Florida Administrative Code Section 61B-23.0021 (4) by failing to give proper notice of elections [See SOF 54, 55, 110, 114, 151, and others];
    1. By allowing the ASSOCIATION to violate Florida Administrative Code Section 61B-23.0021 (8) by failing to give proper notice of elections [See SOF 54, 55, 110, 114, 151, and others];
    1. By allowing the ASSOCIATION to violate Florida Administrative Code Section 61B-23.0021 (8) by failing to enforce the envelope procedure required at the purported March 22, 2019 election [See SOF 197];
    1. By allowing the ASSOCIATION to violate Florida Administrative Code Section 61B-23.001 (1) (d) by failing to notify owners of the unfilled board positions;
    1. By allowing the ASSOCIATION to violate Florida Administrative Code Section 61B-23.0021 (8) by failing to notify owners of the unfilled board positions;
    1. By allowing the ASSOCIATION to violate Florida Administrative Code Section 61B-23.0021 (8) by failing to send an amended notice following the withdrawal of Wendy Krauss [See SOF 48, 104-106];
    1. By allowing the ASSOCIATION to violate Florida Statute Section 718.112(2)(d) by failing to correct the problem after Wendy Krauss removed herself as a Board candidate [See SOF 48, 104-106];
    1. By allowing the ASSOCIATION to violate Florida Administrative Code Section 61B-23.0028 (3) (b) by failing to file petitions for recall [See SOF 171];
    1. By allowing the ASSOCIATION to violate Florida Statute 718.104(4)(b) regarding the illegal name [See SOF 181];
       • By allowing the ASSOCIATION to violate Florida Statute 718.111(c)(3) with improper claims of attorney-client privilege [See SOF 151];
       • By allowing OMAR, VICKI, and KAREN to violate Florida Statute Section 718.111 (1) (q) regarding fiduciary duty [See SOF 151];
       • By allowing OMAR, VICKI, and KAREN to violate Florida Statute Section 718.111 (1) (d) regarding fiduciary duty [See SOF 151];
       • By allowing the ASSOCIATION to violate Florida Statute Section 718.111 (12) (6) by failing to maintain minutes of all meetings; [See SOF 166, 196, and many others.] [VERIFIED AFFIDAVIT OF WILLIAM M. WINDSOR DATED OCTOBER 27, 2020 (“AFFIDAVIT-2020-10-27”) ¶¶ 530, 600, 637, 729, 746, 753, 778, 779, 781, 788, 813, 950, 1006, 1063, 1068, 1375.]
       • By allowing the ASSOCIATION to violate Florida Statute Section 718.111 (12) (7) by failing to maintain current rosters [See SOF 49];
       • By allowing the ASSOCIATION to violate Florida Statute Section 718.111 (12) (15) by failing to maintain written records;
       • By allowing the ASSOCIATION to violate Florida Statute Section 718.112 by failing to give at least 14 days’ notice of the annual meeting [See SOF 55];
       • By causing and allowing the ASSOCIATION to violate Florida Statute Section 718.112 (1) (a) by not being governed as required by law [See SOF 151];
       • By allowing the ASSOCIATION to violate Florida Statute Section 718.112 (1) (c) (1) by failing to post notice of meetings in a conspicuous place;
       • By causing the ASSOCIATION to violate Florida Statute Section 718.112(2)(a)(2) regarding written inquiries and by providing false responses to written inquiries [See SOF 150, 151, 160, 161];
       • By allowing the ASSOCIATION to violate Florida Statute Section 718.112 (2) (b) by failing to require a quorum [See SOF 121 and others];
       • By causing and allowing the ASSOCIATION to violate Florida Statute Section 718.112(2)(c) by not allowing WINDSOR the right to speak at meetings with regard to all designated agenda items [See SOF 123, 151, 155, 302, 645];
       • By allowing the ASSOCIATION to violate Florida Statute Section 718.112(2)(c)(1) by failing to post notice of the December 12, 2018 meeting and by claiming compliance with the statute [See SOF 151];
       • By allowing the ASSOCIATION to violate Florida Statute Section 718.112(2)(d) by failing to hold annual meetings [See SOF 110 and others];
       • By allowing the ASSOCIATION to violate Florida Statute Section 718.112(2)(d) by failing to post notice of the December 12, 2018 meeting and by claiming compliance with the statute [See SOF 151];
       • By allowing the ASSOCIATION to violate Florida Statute Section 718.112(2)(d)(4) by failing to provide notice regarding annual elections in 2015, 2016, 2017, 2018, 2019, or 2020 [See SOF 151, 110];
       • By causing the ASSOCIATION to violate Florida Statute Section 718.112(2)(e)(11) regarding notice of proposed budgets [See SOF 151];
       •  By allowing the ASSOCIATION to violate Florida Statute by improperly denying an election / recall 718.112(2)(j)2;
       • By allowing the ASSOCIATION to violate Florida Statute 718.112(2)(j)3 by failing to file petitions for arbitration over recalls [See SOF 171];
       • Florida Statute Section 718.303 (5) by improperly suspending voting rights;

• By allowing the ASSOCIATION to violate ARTICLES of Incorporation of the ASSOCIATION Article IV, Section 4.2 by failing to obtain certified copies of deeds [See SOF 53, 63, 69, 210, 331];
  • By allowing the ASSOCIATION to violate ARTICLES of Incorporation of the ASSOCIATION Article VI, Officers by failing to elect Directors;
  • By allowing the ASSOCIATION to violate BYLAW 1.1 by showing a bogus address for the ASSOCIATION [See SOF 151];
  • By allowing the ASSOCIATION to violate BYLAW 2.1 by failing to maintain current rosters [See SOF 49, 53];
  • By allowing the ASSOCIATION to violate BYLAW 2.1 by failing to obtain certified copies of deeds;
  • By allowing the ASSOCIATION to violate BYLAW 2.2 regarding the annual meeting and election [See SOF 46, 47, 100, 110, 151, 486];
  • By allowing the ASSOCIATION to violate Florida Law and BYLAW 2.2 by failing to hold annual meeting and annual election in 2020;
  • By allowing the ASSOCIATION to violate BYLAW 2.2 regarding the term for Directors [See SOF 46, 47, 151];
  • By allowing the ASSOCIATION to violate BYLAW 2.3 regarding special members’ meetings [See SOF 141, 145];
  • By allowing the ASSOCIATION to violate BYLAW 2.4 regarding conspicuous posting of notice of meetings [See SOF 54, 63, 64, 111, 117, 121, 151, 331];
  • By allowing the ASSOCIATION to violate BYLAW 2.4 regarding notice of meetings [See SOF 54, 55, and others];
  • By allowing the ASSOCIATION to violate BYLAW 2.5 regarding quorum [See SOF 52, 63, 331, and others;
  • By causing the ASSOCIATION to violate BYLAW 2.6 regarding voting [See SOF 53, 151];
  • By allowing the ASSOCIATION to violate BYLAW 2.6 regarding Designated Voters and quorum [See SOF 53, 151];
  • By causing and allowing the ASSOCIATION to violate BYLAW 2.9 (b) regarding election of a Chairman [See SOF 192, 194, 206];
  • By allowing the ASSOCIATION to violate BYLAW 2.9 (j) regarding election of Directors;
  • By allowing the ASSOCIATION to violate BYLAW 3.1 regarding the number of Directors;
  • By allowing the ASSOCIATION to violate BYLAW 3.2 regarding failure to consider nominations from the floor [See SOF 102 and others];
  • By allowing the ASSOCIATION to violate BYLAW 3.2 a regarding election of Directors [ SOF 331];
  • By allowing the ASSOCIATION to violate BYLAW 3.2 b regarding use of a nominating committee [See SOF 63, 101];
  • By allowing the ASSOCIATION to violate BYLAW 3.3 regarding term of service for Directors;
  • By allowing the ASSOCIATION to violate BYLAW 3.4 regarding organizational meetings [See SOF 63, 103, 331];
  • By allowing the ASSOCIATION to violate BYLAW 3.5 regarding organizational meetings [See SOF 103];
  • By allowing the ASSOCIATION to violate BYLAW 3.6 regarding special meetings;
  • By allowing the ASSOCIATION to violate BYLAW 3.12 regarding election of officers [See SOF 100];
  • By allowing the ASSOCIATION to violate BYLAW 5.1 by failing to elect an Assistant Secretary [AFFIDAVIT-2020-10-27 ¶¶ 15, 304, 328, 329, 347, 373, 403, 465, 466, 468];
  • By allowing the ASSOCIATION to violate BYLAWS 6.1 and 6.2 regarding accounts classification [See SOF 151];
  • By allowing the ASSOCIATION to violate BYLAW 8.2 regarding Bylaw amendment;
  • By allowing the ASSOCIATION to violate BYLAW 8.3 regarding consent of mortgage holders [See SOF 63, 97, 112, 138, 331, 525];
  • By allowing the ASSOCIATION to violate DECLARATION Paragraph 13.3 regarding the number of Voting Interests [See SOF 51, 52, 59, 181, 331];
  • By allowing the ASSOCIATION to violate DECLARATION Paragraph 18.1 regarding amendment;
  • By claiming the ASSOCIATION had Rules limiting the right to speak [See SOF 151 and EXHIBIT E];
  • By allowing the ASSOCIATION to unlawfully increase assessments to the members [See SOF 39];
  • By allowing the ASSOCIATION to vote to unlawfully increase assessments to the members to as much as $962.38 per month at the purported December 12, 2018 meeting [See SOF 39];
  • By facilitating repeated violations of the corporate governing documents and Florida statutes [See SOF 40 – 510];
  • By counseling purported officers and directors to ignore demands for them to cease pretending to be officers and directors [See SOF 42, 137, 164];
  • By failing to update the corporate governing documents [See SOF 45];
  • By allowing the ASSOCIATION to pretend the BYLAW was amended on August 25, 2018 after Russell sent a letter to the ASSOCIATION c/o CHARLIE ANN of SENTRY MANAGEMENT in which he stated amendments require approval of all holders of first mortgage liens [See SOF 112];
  • By allowing the ASSOCIATION to violate Florida Law and the governing documents by failing to hold annual meeting and annual election in 2017 when there was not a quorum [See SOF 51, 52, 59, 63, 104, 107, 137, 331, 525];
  • By allowing COACH HOUSES MEMBER DEFENDANTS to schedule meetings when they were not lawfully elected and had no authority [See SOF 118, 137];
  • the ASSOCIATION to hire police to attend ASSOCIATION meetings by falsely claiming they were needed because of WINDSOR’s threats to do physical harm or kill people [See SOF 119, 204];
  • By authorizing the ASSOCIATION to disregard the votes and proxies submitted in advance by owners on December 12, 2018 [See SOF 120];
  • By authorizing the ASSOCIATION to conduct the purported December 12, 2018 meeting when it was void for a variety of reasons [See SOF 121];
  • By authorizing the ASSOCIATION to conduct a purported January 16, 2019 meeting that was not legal because OMAR, VICKI, and KAREN were not legally elected as directors [See SOF 139];
  •  By causing the value of the condos of ASSOCIATION members to decline due to the legal problems [See SOF 143];
  • By ignoring requests from an ASSOCIATION member in an effort to determine what was needed to accept the signatures of Nancy Camp and Jane O’Steen for the Nielsen Trust [See SOF 148];
  • By claiming the BYLAWS provide that reserves are to be allocated to a specific use [See SOF 151];
  •  By claiming the BYLAWS restrict ASSOCIATION owners to speak three minutes total at meetings [See SOF 151];
  • By causing the ASSOCIATION to violate the BYLAWS by disregarding valid proxies [See SOF 151];
  • By claiming DECLARATION 12.2 gives the Board the power to increase dues for repairs and maintenance [See SOF 151];
  • By causing and/or allowing the ASSOCIATION, OMAR, VICKI, and KAREN to violate Florida Statue Section 617.0830 and 617.0834 by committing the crime of fraud and perhaps other crimes [See SOF 151];
  • By authorizing the ASSOCIATION to disregard the defamation directed at WINDSOR [See SOF 137, 153, 154];
  • By managing a purported December 12, 2018 meeting that was void [See SOF 121]
  • By allowing the ASSOCIATION, SENTRY MANAGEMENT, and CHARLIE ANN to announce false voting results at the December 12, 2018 meeting [See SOF 151, 167, 209, 216];
  • By allowing the ASSOCIATION to repeatedly produce a bogus set of minutes for a purported meeting for August 2017 [See SOF 51]; 
  • By causing COACH HOUSES MEMBER Defendants and the ASSOCIATION to ignore notices of violations and wrongdoing and demands to rectify. [See SOF 42, 122, 123, 125, 126, 137, 151, 157, 167, 168, 179, 180, 182, 189, 226, 227, 229, 235, 237, 238, 240, 242, 244-246, 248, 251, 253, 254, 258, 261, 263, 265, 270-272, 274, 275, 283-285, 288-291, 295-297, 303, 308, 309, 315, 319, 320, 327, 329-331, 334, 358-360, 363, 371, 376, 386, 391, 392, 394, 396-406, 410, 461, 486, 489, 491, 492, 498, and others.]
  • By causing the ASSOCIATION to fail to file Petitions for Recall Arbitration [See SOF 156, 171];
  • By causing the ASSOCIATION to deny the election / recall on February 4, 2019 and February 19, 2019 [See SOF 155, 156, 170];
  • By causing the ASSOCIATION to fail to produce Records requested for Inspection [See SOF 175 -176] [EXHIBITS 1853, 1857];
  • By allowing the ASSOCIATION to hold a purported March 22, 2019 meeting and election due to fraud as well as other violations [See SOF 195, 210];
  • By falsifying information sent to the DBPR [See SOF 310, 323, 324];
  • By failing to provide the ASSOCIATION with the minimum standard of care.
  • By holding themselves out as the management company for the ASSOCIATION but not representing the best interests of the ASSOCIATION;
  • By taking money from the ASSOCIATION without providing adequate service;
  • By failing to provide the ASSOCIATION with the minimum standard of care.
• SENTRY MANAGEMENT has committed malpractice and breach of contract.
• SENTRY MANAGEMENT has always maintained the ASSOCIATION’s records.  SENTRY has always been the only office where WINDSOR was sent to conduct his many Inspections of Records.  SENTRY MANAGEMENT had the obligation to create specific records and maintain them.  WINDSOR was not allowed to deal with purported Board members about the Inspection of Records.
• On March 26, 2019, CHARLIE ANN lied about Inspections of Records.  She knew she was continuing to conceal these records from WINDSOR. [See SOF 214.]
• ART SWANTON of SENTRY MANAGEMENT failed to advise what was needed for the Nielsen Trust vote to count in an election / recall.  [See SOF 163.]
• WINDSOR believes SENTRY committed malpractice by not even knowing what the corporate documents provided regarding quorum. [See SOF 59.]
• SENTRY MANAGEMENT intentionally allowed invalid votes on August 1, 2017. [See SOF 72.]
• SENTRY MANAGEMENT has claimed the August 1, 2017 meeting and election was valid.  But the facts and the law establish there was no quorum; insufficient notice was given; notice of the meeting was not posted in a conspicuous place; there was no compliance with BYLAW 2.1; there was no nominating committee; there were no nominations from the floor; there was no election of board members or officers; there was no organizational meeting of a new board; OMAR, VICKI, and KAREN called the meeting, but they had no such authority as they were never elected at a lawful annual meeting and election; there were no approvals obtained from mortgage companies in violation of BYLAW 8.3. [See SOF 63.]  SOF 64-96 provide proof that the BYLAWS were not amended on August 1, 2017.
• On February 22, 2019, WINDSOR sent a certified letter to Brad Pomp (“BRAD”), the CEO of SENTRY MANAGEMENT.  WINDSOR advised BRAD that the people acting as the Board were never elected, annual meetings were not being held on the date required by the BYLAWS, that the denial of the Recall / Election was bogus.  Other violations were noted.  Neither BRAD nor anyone from SENTRY ever responded.  [See SOF 174.]
• The contract with SENTRY MANAGEMENT required that “Agent shall act in accordance with Association’s recorded governing documents, applicable statutes and legal directives….”
• SENTRY MANAGEMENT has not acted in accordance with the ASSOCIATION’s recorded governing documents, applicable statutes and legal directives.
• WINDSOR has been demanding that the ASSOCIATION correct these violations for two years.  He has essentially been ignored.  The ASSOCIATION has not responded and has paid over $130,000 in legal fees to fight arbitration petitions with the DBPR and resulting requests for trial de novo on the arbitration petitions.  Paragraphs 629-1380 in AFFIDAVIT-2020-10-27 provides a comprehensive chronology of the wrongdoing and WINDSOR’s efforts.
• The malpractice has damaged the ASSOCIATION, WINDSOR, and other owners.
• In addition to the negligence and/or malpractice and breach of contract committed by SENTRY MANAGEMENT DEFENDANTS as shown herein, the SENTRY DEFENDANTS fraudulently induced the ASSOCIATION to pay money by making representations regarding their expertise and legal issues that were not true.
• The ASSOCIATION performed all conditions, covenants, and promises required on their part in accordance with the SENTRY MANAGEMENT SERVICES AGREEMENT, with the exception of those conditions which the ASSOCIATION was prevented and/or relieved from performing by the acts and omissions of the SENTRY MANAGEMENT DEFENDANTS.  Implicit in the contract for association management services was the requirement to perform such services competently and to not require payment for incompetent services, to not bill excessively or dishonestly, and to not require payment of excessive or dishonest bills, and for the SENTRY DEFENDANTS to comply with the Rules of DBPR, Florida law, or other applicable laws.  The SENTRY MANAGEMENT DEFENDANTS were totally incompetent.  As a direct and proximate result of SENTRY MANAGEMENT DEFENDANTS incompetence and contractual breaches, the ASSOCIATION suffered damages and should suffer significant damages in this case.
• An association’s retention of an association management firm gives rise to a fiduciary relationship between the parties. The scope of an association management firm’s fiduciary obligations is determined as a matter of law and general principles relating to other fiduciary relationships.  These fiduciary duties include duties of care and loyalty, an obligation to the ASSOCIATION.
• In breach of their fiduciary duties and professional responsibilities to the ASSOCIATION, the SENTRY MANAGEMENT DEFENDANTS committed the wrongful acts and omissions expressed above.
• As the ASSOCIATION’s management company, the SENTRY DEFENDANTS also owed a duty to perform the management services in an efficient and cost effective manner, would not pad or engage in deceptive and abusive billing practices, would charge costs and expenses to the ASSOCIATION at their own cost and without increase, and that the SENTRY MANAGEMENT DEFENDANTS would exercise their fiduciary duty in respect to their fees, billings and costs charged.  The SENTRY MANAGEMENT DEFENDANTS breached their fiduciary duties to the ASSOCIATION by unreasonably and excessively billing the ASSOCIATION for the ultimately incompetent association management services performed which caused hundreds of thousands of dollars in damages to the ASSOCIATION and its members.  As a direct and proximate result of the SENTRY MANAGEMENT DEFENDANTS’ various fiduciary breaches, the ASSOCIATION has suffered compensatory damages in an amount to be proven at trial.
• In doing the things herein alleged, the SENTRY DEFENDANTS intentionally put their own financial interests ahead of the interests of their client.  As a direct and proximate result of the SENTRY MANAGEMENT DEFENDANTS’ actions, as alleged herein, the ASSOCIATION incurred substantial unnecessary fees and costs, in an amount subject to proof.
• Mishandling by the SENTRY MANAGEMENT DEFENDANTS began almost immediately after SENTRY MANAGEMENT was retained.
• The SENTRY MANAGEMENT DEFENDANTS, and each of them, failed to exercise reasonable care and skill in their representation of the ASSOCIATION by negligently and carelessly doing all of the acts and omissions as herein alleged. 
• The SENTRY MANAGEMENT DEFENDANTS, and each of them, owed the ASSOCIATION a fiduciary duty to act at all times in good faith and in the ASSOCIATION’s best interests, and had a duty, among other things, to perform the services for which they were retained with reasonable care and skill, to act in the ASSOCIATION’s highest and best interests at all times, and to not expose the ASSOCIATION to any unnecessary risk or peril. This fiduciary and confidential relationship was never repudiated by the SENTRY MANAGEMENT DEFENDANTS at any time herein mentioned.
• WINDSOR demands judgment of and from SENTRY MANAGEMENT DEFENDANTS for compensatory damages in an amount to be proven at trial; special damages as permitted by law; pre-judgment and post-judgment interest as permitted by law; and for such other relief as the Court deems necessary or proper.
• Furthermore, in doing all of the above-described acts and omissions constituting Defendants’ breach of their fiduciary duties owed to the ASSOCIATION, the ASSOCIATION sustained damages, including but not limited to, legal fees incurred to SENTRY MANAGEMENT in the amount of over $130,000, the ASSOCIATION sustained further and additional economic and out of pocket losses and damages to be presented at trial, all according to proof.

The acts and omissions constituting breach of the SENTRY MANAGEMENT DEFENDANTS’ fiduciary duties were committed with oppression, fraud and/or malice.  As a result, ASSOCIATION, in addition to actual damages, may recover exemplary damages for the sake of example and by way of punishing the SENTRY MANAGEMENT DEFENDANTS.

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This is Brad Pomp, CEO of SENTRY MANAGEMENT.