Windsor v. Coach Houses at Leesburg Condominium Lawsuit – BREACH OF FIDUCIARY DUTY

COUNT ONE

BREACH OF FIDUCIARY DUTY

  1. COACH HOUSES MEMBER DEFENDANTS and the ASSOCIATION.
  2. have a fiduciary duty to WINDSOR and Owners, and they breached that duty repeatedly.
  3. have purported to be officers and/or directors of the ASSOCIATION.
  4. OMAR, VICKI, KAREN, MARTA, and SHEHNEELA had a fiduciary duty to WINDSOR and Owners of condos at Coach Houses of Leesburg.
  5. ISABEL, SERGIO, ED, WENDY, HOWIE, and SUE have a fiduciary duty to WINDSOR and Owners of condos at Coach Houses at Leesburg.
  6. COACH HOUSES MEMBER DEFENDANTS have acted in an unauthorized manner.
  7. COACH HOUSES MEMBER DEFENDANTS have failed to manage the association’s affairs prudently and reasonably.  They have acted with conscious disregard for the best interests of the ASSOCIATION and its owners.  They have failed to show the care that an ordinary prudent person in a like position would reasonably believe appropriate under similar circumstances.
  8. The COACH HOUSES MEMBER DEFENDANTS have not acted in a reasonable manner pretending to be officers or directors; in spending over $130,000 on legal fees to defend violations of the law; in committing fraud claiming a bylaw was amended; in rejecting lower bidders for condominium foundation repair work; filing criminal charges against WINDSOR; reporting WINDSOR to the police; telling ASSOCIATION owners that WINDSOR had threatened to kill Board members; in committing hundreds of violations of Florida statutes and the corporate governing documents; in doing nothing about the violations after they were notified repeatedly; and much more.
  9. WINDSOR has suffered damages as an individual.
  10. Dues and assessments have been levied against WINDSOR and other Owners without legal authority
  11. By refusing to respond to WINDSOR and correct violations, the acts of the COACH HOUSES MEMBER DEFENDANTS and the ASSOCIATION were in bad faith. [See SOF 181, and others].
  12. The COACH HOUSES MEMBER DEFENDANTS and the ASSOCIATION breached fiduciary duty by allowing the corporation to operate with a name that violates Florida statute 718.104 (4) (b).  Case law indicates the State can declare the ASSOCIATION is illegal. [See SOF 181.]  WINDSOR and the owners could lose their homes because they own nothing if the ASSOCIATION doesn’t own the buildings valued at $5 million.
  13. It is possible that some of the COACH HOUSES MEMBER Defendants have received unjust enrichment.  C&M and SENTRY clearly have.  There has been self-dealing.  WINDSOR will seek discovery.
  14. The COACH HOUSES MEMBER Defendants were provided with specific evidence to show that none of them were lawfully elected as Directors or Officers.  Not only have they ignored the evidence, they have all participated in a conspiracy to claim the BYLAWS were amended, when the evidence produced by the ASSOCIATION proves the claim of a BYLAW amendment was a fraud.
  15. The COACH HOUSES MEMBER Defendants ignored notices they received of violations and wrongdoing and demands to rectify. [See SOF 42, 122, 123, 125, 126, 226, 181, 227, 229, 235, 237, 238, 240, 242, 245, 246, 248, 251, 253, 254, 258, 261, 262, 263, 265, 266, 270, 271, 272, 274, 275, 283, 284, 285, 287, 288, 289, 290, 291, 295, 296, 297, 303, 308, 309, 315, 319, 320, 325, 327, 329, 330, 331, 334, 346, 358-360, 363, 371, 376, 386, 391, 392, 394, 396-406, 410, 461, 486, 489, 491, 492, 498, and others.]
  16. As the COACH HOUSES MEMBER Defendants were not lawfully elected as Directors or Officers, WINDSOR has named the ASSOCIATION in this Cause of Action.  The ASSOCIATION would not normally have a fiduciary duty to an owner/member, but in this case, the ASSOCIATION caused the breaches of fiduciary duty, and WINDSOR should not be denied this cause of action if the Court says it doesn’t apply to the COACH HOUSES MEMBER Defendants.
  17. The COACH HOUSES MEMBER Defendants have been informed for years that C&M and SENTRY were committing significant malpractice.  The facts, laws, and violations of the corporate documents have been fully documented.  The COACH HOUSES MEMBER Defendants purported to be Directors, so they knew they had a fiduciary duty to inform themselves “of all material information reasonably available” prior to making a business decision. (Smith v. Van Gorkom, 488 A.2d 858, 872 (Del. 1985).)  Failing to do so and ignoring the evidence denies any right to claim protection of the business judgment rule. 
  18. There is no evidence that the ASSOCIATION or COACH HOUSES MEMBER Defendants obtained legal advice from any advisors other than C&M, the ASSOCIATION’s lawyers, or SENTRY, the condominium association management firm.  C&M and SENTRY have been accused of malpractice for two years, so entrusting any investigation to them is negligence and just plain stupid.  C&M and SENTRY could not independently evaluate the corporation’s interests, because their interests were at odds.  Using these advisors that have represented them in proceedings related to the very subject matter that the law firm is now asked to neutrally investigate is gross negligence and is incompatible with a purported board’s fiduciary duty to inform itself “of all material information reasonably available” prior to making a business decision. Smith v. Van Gorkom, 488 A.2d 858, 872 (Del. 1985).
  19. This shows a lack of good faith in the conduct of the corporation’s internal affairs.
  20. OMAR, VICKI, and KAREN spent approximately $27,000 with American Geo Technical and Gartner Group when one bidder was half that amount. [See SOF 158, 166.]  This is a breach of fiduciary duty.
  21. OMAR, VICKI, KAREN, and the COACH HOUSES MEMBER Defendants caused the ASSOCIATION to incur exorbitant legal fees by requiring that WINDSOR’s communication with the ASSOCIATION had to be by United States Postal Service to C&M. [See SOF 124.]
  22. OMAR, VICKI, and KAREN conducted an illegal meeting on February 4, 2019 in an effort to block others from becoming lawfully-elected directors. [See SOF 154.]
  23. OMAR, VICKI, and KAREN did not have legal authority to schedule or conduct meetings on March 22, 2019.
  24. OMAR, VICKI, and KAREN violated Florida law by failing to file petitions for recall arbitration. [See SOF 155.]
  25. On December 28, 2018, OMAR, VICKI, and KAREN signed a fraudulent affidavit stating that the BYLAWS were amended on August 1, 2017.  It was prepared by BRIAN of C&M. [EXHIBIT C.]  This was done secretly. [See SOF 127, 137.]
  26. [See SOF 42, 138, 156, 163, and many others.]
  27. ISABEL, SERGIO, ED, MARTA, WENDY, HOWIE, SHEHNEELA, and SUE ignored demands to cease pretending to be officers and directors. [See SOF 43 and others.]
  28. OMAR and KAREN executed a $165,000 Promissory Note for the ASSOCIATION without authorization. [See SOF 109.]  They put the ASSOCIATION in significant debt.
  29. OMAR deceived owners about assessments and repairs. [See SOF 111.]
  30. The ASSOCIATION has failed to hold annual meetings and elections on the date established by the BYLAWS, so there has not been a lawful election of directors or officers.  Actions taken by purported Officers and Directors have been ultra vires and void. [See SOF 41.]  The ASSOCIATION and COACH HOUSES MEMBER Defendants have been notified of this repeatedly since December 2018.
  31. The ASSOCIATION failed to post meeting notices in a conspicuous place despite Florida law and BYLAW 2.4. [See SOF 54, 111, 117.]
  32. When WINDSOR was considering the purchase of a condo, OMAR, VICKI, and KAREN told him to anticipate a cost-of-living increase annually, but that proved to be a fraudulent representation on or about Monday, November 26, 2018 when a huge increase was presented. [See SOF 116.]
  33. OMAR, VICKI, and KAREN disregarded the votes and proxies in violation of Florida law and the governing documents and conducted a vote that excluded those not in attendance on December 12, 2018. [See SOF 120.]
  34. OMAR, VICKI, and KAREN, CHARLIE ANN of SENTRY, and BRIAN of C&M ignored their obligation to advise what was needed to accept the signatures of Nancy Camp and Jane O’Steen for the Nielsen Trust. [See SOF 147.]  This was done in an effort to deny one vote that would have been sufficient to remove OMAR, VICKI, and KAREN.
  35. To discourage owners from supporting WINDSOR’s efforts, OMAR and others began telling owners that WINDSOR had threatened to kill Board members.  Owners were subsequently told that WINDSOR was a criminal and was wanted for the crime of fraud.  A Wanted Poster of WINDSOR was mailed anonymously to the owners.  None of this was true, and the COACH HOUSES MEMBER Defendants did nothing about it. [See SOF 130, 132, 133, 134, 136, 141, 143, 145, 146, 152, 153.]
  36. SHEHNEELA, ISABEL, ED, SERGIO, OMAR), ART and CHARLIE ANN of SENTRY, and BRIAN of C&M failed to hold the April 4, 2019 meeting in violation of the law. [See SOF 140, 142, 218-220, 224, 235, 495, 498.]
  37. SHEHNEELA ignored issues about the fraudulent March 22, 2019 meetings. [See SOF 220, 221.]
  38. A purported Special Board Meeting was properly scheduled for April 11, 2019. And then improperly canceled. [See SOF 225, 228-233, 242, 243.]
  39. On April 8, 2019 and April 9, 2019, WINDSOR advised the ASSOCIATION by email and mail that he would file his Petition for Arbitration regarding the Recall / Election by April 29, 2019 if his requests were not met. [EXHIBIT 321.] [EXHIBIT 353.]  The ASSOCIATION did not respond. [See SOF 226.]
  40. Purported President Shehneela improperly denied WINDSOR the right to communicate with her as the purported Board. [See SOF 234.]
  41. On April 10, 2019, WINDSOR sent the ASSOCIATION a Notice of Intent to Challenge the April 4, 2019 meeting. [EXHIBIT 437.] [See SOF 235.]
  42. On April 10, 2019, WINDSOR emailed a Notice of Intent to Challenge the April 11, 2019 meeting to the ASSOCIATION, ED, ISABEL, SERGIO, other owners; BRIAN and NEAL of C&M; ART and CHARLIE ANN of SENTRY. [EXHIBIT 445.] [See SOF 236.]
  43. On April 10, 2019, WINDSOR emailed a Notice of Intent to Challenge the February 19, 2019 Recall / Election to the ASSOCIATION. [EXHIBIT 446.] [See SOF 237.]
  44. On April 10, 2019 at 7:29 pm, WINDSOR emailed a Condominium Complaint to the ASSOCIATION, BRIAN and NEAL of C&M; ART and CHARLIE ANN of SENTRY. [EXHIBIT ­­­­­1541.] [See SOF 238.]
  45. On April 10, 2019 at 8:09 pm, WINDSOR emailed a Condominium Complaint to the ASSOCIATION, BRIAN and NEAL of C&M; ART and CHARLIE ANN of SENTRY. [EXHIBIT ­­­­­1539.] [See SOF 240.]
  46. On April 12, 2019, WINDSOR sent an email and letter to BRIAN and NEAL of C&M and BRAD, ART, and CHARLIE ANN of SENTRY documenting that BRIAN was violating the ASSOCIATION’s Rules regarding Inspection of Records.  WINDSOR demanded production of ALL documents previously requested on April 23, 2019.  The documents were not produced. [EXHIBIT 278.]  (EXHIBIT 606 is the Certified Mail Receipt.) [See SOF 244.]
  47. On April 14, 2019, WINDSOR mailed a Notice of Intent to Challenge the December 12, 2018 meetings to the ASSOCIATION. [EXHIBIT 439.]  He also sent the Notice of Intent to Challenge the December 12, 2018 meetings by email to the ASSOCIATION, C&M, and SENTRY. [EXHIBIT 440.] [See SOF 245.]
  48. On April 23, 2019, WINDSOR conducted an Inspection of Records at SENTRY.  It was scheduled by C&M claiming it was for his March 22, 2019 Request.  WINDSOR never made a March 22, 2019 Request for Inspection.  WINDSOR asked for proof that he requested such an Inspection, and his emails were ignored. [EXHIBIT 67.]  [EXHIBIT 1220.]  There was no one from the ASSOCIATION or SENTRY available during the Inspection of Records. [See SOF 249.]
  49. WINDSOR has found the attorneys with C&M and CHARLIE ANN with SENTRY to be dishonest.  He suspects that some of the documents that have been provided in response to Inspection of Records Requests have been altered.  EXHIBIT 366 is a Limited Proxy produced on April 23, 2019 that shows it was invalid on December 13, 2017.  “Needs to be corrected” is written in CHARLIE ANN’s handwriting.  The Received Stamp reads Dec 18 2017, so this appears to have been changed after the December 13, 2017 meeting and vote.  WINDSOR believes this is falsification of ASSOCIATION records, which may be a criminal offense. [See SOF 252.]
  50. On June 6, 2019, a purported Board Meeting was held. [EXHIBIT 973.] [EXHIBIT 1367 is the Minutes.]  ISABEL, SERGIO, and ED were present.  Purported Officer and Board Member Isabel Campbell told the attendees that the Board was very confident that the ASSOCIATION would prevail in WINDSOR’s First Petition for Arbitration.  She gave no explanation.  She discussed her review of the finances of the ASSOCIATION and presented a Proposed Adjusted Budget for 2019. [EXHIBIT 974.]  The Proposed Adjusted Budget showed a reduction in Building Maintenance by $26,729.27 and no change in Grounds Maintenance, Utilities, or Budgeted Transfer to Reserves.  It showed an increase of approximately $50,000 in Income and Administrative & Management Expense.  Those costs showed a $75,000 increase in legal fees.  Those are all costs related to the ASSOCIATION’S defense of all the violations WINDSOR had identified.  The video of the June 6, 2019 meeting is EXHIBIT 995-1, EXHIBIT 995-2, EXHIBIT 995-3, EXHIBIT 995-4, EXHIBIT 995-5, EXHIBIT 995-6, and EXHIBIT 995-7. [See SOF 282.]
  51. On June 6, 2019, WINDSOR sent an email to the purported Board, C&M, and SENTRY regarding the Board Meeting. [EXHIBIT 822.]  [See SOF 283.]
  52. On June 7, 2019, WINDSOR sent an email to the purported Board, SENTRY, and C&M charging Breach of Fiduciary Duty. [See SOF 286.]
  53. On June 9, 2019 at 9:54 a.m., WINDSOR emailed ISABEL, SERGIO, and ED advising them of his intent to sue them for breach of fiduciary duty. [EXHIBIT 819.]  [See SOF 288.]
  54. On June 17, 2019, the buyers of WINDSOR’s Unit B3 condo canceled the purchase agreement.  They canceled because of the excessive monthly “dues” and the lack of amenities at Coach Houses. [EXHIBIT 1016.]  On June 17, 2019, WINDSOR sent an email to the owners advising them that his sale fell through. [EXHIBIT 1040.] [See SOF 295.]
  55. On June 20, 2019, a purported Board Meeting was held. [EXHIBIT 1059.] [EXHIBIT 1368 is the Minutes.]  Barbara and Larry Lunsford attended the meeting as did SERGIO and CHARLIE ANN.  There was no discussion of quorum (0:00 to 0:42 in the video.)  CHARLIE ANN denied WINDSOR’s right to speak on the subject of “reorganization of the Board.” [EXHIBIT 1059 from 1:04 to 1:30.]  At 2:50, WINDSOR asked “what about the eight open spots on the Board?”  CHARLIE ANN said the meeting was adjourned.  She then ordered me to leave the building.  The remainder of the video is CHARLIE ANN escorting WINDSOR out of the building.  Later that day, owner Larry Lunsford informed WINDSOR that two Leesburg Police Officers arrived after he left.  As the video shows, there was absolutely no basis for reporting WINDSOR to the police. [See SOF 302.]
  56. On June 23, 2019, WINDSOR emailed the ASSOCIATION with a request to be able to post the Notice of Intent to Apply for Receivership where conspicuous notices are posted. [EXHIBIT 1039.]  There was no response. [See SOF 309.]
  57. On July 8, 2019, WINDSOR sent an email to inform the ASSOCIATION, Sentry, and C&M that someone had stolen his Notices of Intent to Apply for Receivership at Coach Houses at Leesburg. [EXHIBIT 1086.]  ED Broom, Jr. responded that he removed one of the three notices as someone wrote “FUCK YOU” on it.  EXHIBIT 1087 is the Notice that was defaced and removed by ED. WINDSOR has determined that this outrageous act was by HOWIE. [See SOF 319.]
  58. On June 29, 2019, WINDSOR sent an email to inform owners that he had been reported to the police by the ASSOCIATION or SENTRY on June 20, 2019. [See SOF 315.]
  59. The ASSOCIATION and COACH HOUSES MEMBER DEFENDANTS violated Florida law and the corporate governing documents by making a mockery of Inspections of Records.  Fraudulent records were produced.  Many requests were ignored. Non-responsive Records were produced.  The ASSOCIATION lied to and/or conspired with the DBPR. [See SOF 328.]
  60. The ASSOCIATION and COACH HOUSES MEMBER DEFENDANTS have defamed WINDSOR and allowed others to do so without taking any action. [See SOF 222, 228, 229.]
  61. On July 19, 2019, an Inspection of Records was held at SENTRY.  Virtually none of the requested records were produced. [See SOF 328.]  The wrongdoing with Inspections of Records is detailed in EXHIBIT 1853 – 2019-05-3927-Florida-DBPR-Arbitration-Petition-Inspections-2019-09-09.
  62. On July 19, 2019, WINDSOR sent an email to owners of the ASSOCIATION, purported Directors of the ASSOCIATION, ISABEL, ED, SERGIO; BRIAN, NEAL, and RUSSELL of C&M; BRAD, ART, and CHARLIE ANN of SENTRY.  This was regarding fraud charges against Coach Houses, purported Directors, SENTRY, and C&M. [See SOF 331.]
  63. On July 22, 2019, a purported Board Meeting was held. There was no quorum.  There are no minutes.  WINDSOR proposed to end all legal action against the ASSOCIATION if they would admit and correct all the wrongdoing.  There was no response.  Charlie Ann blurted out that there is a Board Portal on the Sentry website for the ASSOCIATION.  These documents have never been produced to WINDSOR in Inspection of Records.  This provides absolute proof of violations of the Florida Statutes and BYLAWS regarding Inspection of Records. [See SOF 334.]
  64. On July 22, 2019, WINDSOR sent an email to owners about the purported Board Meeting of July 22, 2019. [EXHIBIT 1281.]  WINDSOR demanded that the purported Board act to put an end to the fraud on the non-existent amendment to the bylaws to change the annual election date. [See SOF 335.]
  65. On July 25, 2019, WINDSOR sent an email to the ASSOCIATION regarding damages. [See SOF 336.]
  66. On July 27, 2019, WINDSOR sent an email to the ASSOCIATION about the owners who are being allowed to illegally rent their condos. [See SOF 338.]  Nothing has been done.
  67. On October 24, 2020, WINDSOR sent a Request for Inspection of Records to BRIAN of C&M by certified mail.  There has been no response, in violation of Florida law and the corporate governing documents. [See SOF 493.]

WINDSOR identified over 180 issues and violations by the ASSOCIATION that he presented in a petition to the DBPR.  The ASSOCIATION has operated unlawfully for many years, violating numerous Florida statutes and the ASSOCIATION’s DECLARATION, BYLAWS, and ARTICLES of Incorporation.  Elections have not been properly conducted.  Adequate notice of meetings and other actions have not been given.  Meetings have not been properly conducted.  Inspection of books and records has been denied.  The ASSOCIATION has consistently failed to conduct meetings properly, including annual meetings and elections.  Purported meetings on December 12, 2018, February 19, 2019, and March 22, 2019 were not properly conducted.  Florida statutes have been violated repeatedly.  The ASSOCIATION, SENTRY, and C&M committed fraud regarding the attempt to amend the BYLAWS at the meeting on August 1, 2017.  People purporting to be Directors of the ASSOCIATION were not legally holding office so they had no authority to act as officers and directors.  An April 4, 2019 Special Member’s Meeting requested by 10 owners by certified mailwas not held.  An April 11, 2019 meeting should have been held, but was not.  There has not been an annual meeting or annual election in over a year, and there are no legally elected officers or directors of the ASSOCIATION.  Voting interests have been incorrectly calculated.  Proper records have not been maintained, and more. [See SOF 495.]

  1. Fraudulent documents have been filed with the Florida Secretary of State, and WINDSOR believes the ASSOCIATION’s corporate charter should be revoked for a number of violations. [See SOF 496.]
  2. Upon information and belief, despite clear requirements in the D&O Insurance policies, the ASSOCIATION did not notify the insurance carriers of litigation and threatened litigation with WINDSOR dating back as far as early 2019. [See SOF 497.]
  3. WINDSOR repeatedly communicated to the ASSOCIATION, owners, C&M DEFENDANTS, and SENTRY DEFENDANTS that there has been malpractice.  The AFFIDAVIT OF WILLIAM M. WINDSOR DATED OCTOBER 27, 2020 (“AFFIDAVIT-2020-10-27 “) is filled with communications and information about the wrongdoing, malpractice, and demands for action to correct issues. [See SOF 498.]  The ASSOCIATION and the COACH HOUSES MEMBER DEFENDANTS ignored the malpractice in gross breach of fiduciary duty.
  4. 73.              The ASSOCIATION and COACH HOUSES MEMBER Defendants have breached their fiduciary duty.
  5. The breaches of duty by the ASSOCIATION and COACH HOUSES MEMBER Defendants have been the proximate cause of damages to WINDSOR. 

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