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Filing # 194871857 E-Filed 03/26/2024 05:31:27 PM
IN THE CIRCUIT COURT OF THE TWENTIETH JUDICIAL CIRCUIT
IN AND FOR LEE COUNTY, FLORIDA
BETTER HOMES DEVELOPMENT LLC,
a Florida limited liability company CASE NO.:
Plaintiff,
V.
STANDARD LAND DEVELOPMENT LLC,
a Florida limited liability company; and
LAND TRUST PARTNERS OF FLORIDA,
LLC, a Florida limited liability company,
Defendants.
/
COMPLAINT
Plaintiff, BETTER HOMES DEVELOPMENT LLC (“Better Homes”), by and through its
undersigned counsel, sues Defendants, STANDARD LAND DEVELOPMENT LLC (“SLD”) and
LAND TRUST PARTNERS OF FLORIDA, LLC (“LTP”)(collectively, the “Defendants”), and
alleges as follows:
1 This is an action for damages in excess of the Court’s jurisdictional minimum,
exclusive of attorneys’ fees and costs, as well as other and further relief and is within the jurisdictional
limits of this Court.
2 At all times relevant hereto, Better Homes was and is a Florida limited liability
company conducting business in Lee County, Florida and is authorized to do business in the State
of Florida.
3 At all times relevant hereto, SLD was and is a Florida limited liability company
conducting business in Lee County, Florida and is authorized to do business in the State of Florida.
4 At all times relevant hereto, LTP was and is a Florida limited liability company
conducting business in Lee County, Florida and is authorized to do business in the State of Florida.
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5 Jurisdiction and venue in this action are proper because the Joint Venture Agreements
(defined below) specifically provide that “the jurisdiction and venue for any dispute arising from or
related to this Agreement shall be in Lee County, Florida” without regard for the county in which the
property at issue in each specific agreement is located; that is, all of the Joint Venture Agreements
contain a mandatory jurisdiction and venue provision providing that litigation be brought in this
county.
6. Additionally, each of the Joint Venture Agreements provides that the prevailing party
in any proceeding arising from or related to the enforcement of any of those agreements shall be
entitled to recover their reasonable attorneys’ fees and costs against the non-prevailing party.
7
Better Homes has retained the undersigned counsel to represent him in this matter and
is obligated to pay said law firm a reasonable fee for legal services rendered.
8 All conditions precedent to this action have been performed, have occurred, or have
been waived.
FACTS RELEVANT TO ALL COUNTS
9 SLD is a real estate development company and general contractor engaged in the
business of acquiring vacant land and delipidated properties throughout Hendry, Lee, and Glades
Counties using funds from outside investors, building “spec houses” on the properties, and then
selling the spec houses for a profit to be apportioned between SLD and outside investors according to
“Joint Venture Agreements” which articulate the rights and responsibilities of both the SLD and its
investors.
10. In or about 2019, SLD’s director, Non-Party Michael Newell (“Newell”), proposed to
Non-Party Stephane Paquette (“Paquette”) that Paquette invest cash with SLD and then split the
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profits upon sale of the spec houses SLD would build in accordance with the joint venture model
described above.
lL. Paquette agreed and formed Better Homes for the purpose of participating in SLD’s
joint ventures.
I. Better Homes and SLD enter into the Joint Venture Agreements; SLD uses Better Homes’
Capital Invested to purchase the Acquired Properties.
12. Since approximately March 2019, SLD and Better Homes have entered into several
dozen Single Joint Venture Agreements (collectively the “Joint Venture Agreements”), all of which
contain substantially! the same critical deal terms and covenants (among others not highlighted here):
a. Repayment and Profit Sharing Covenant: SLD “shall complete
the build and sale of Spec Home and deliver to PARTNER the
capital contribution,” otherwise referred to as “Capital Invested,”
as well as a percentage of the Net Profit within 12 months of
execution of the agreement;
Delayed Repayment Covenant: “In the event that SLD does not
deliver upon this agreement within 12 months, SLD shall
contribute an additional $1,000.00 towards Investor profit for each
calendar month past the due date, due at the time of closing;”
Contractor Covenant: “SLD shall act as the Contractor for the
construction of the Spec Home;”
Priority Repayment Covenant: “PARTNER’s Capital Invested
shall be returned upon the sale of the Spec Home prior to any
disbursement to SLD or any other return of capital;”
Information Access Covenant: “SLD shall, upon reasonable
notice from PARTNER, provide access to all records, financial
documents, loan documents, title documents, expense reports,
contractor agreements, purchase agreements, architectural plans, or
other documents or communication relating to the construction of
the Spec Home;”
' While the many Joint Venture Agreements between the parties are substantively identical, some
of them contain slightly different language in the various provisions excerpted below; as such,
some of the quoted language may be slightly different in some of the agreements.
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f. Indemnification Covenant: SLD agrees to indemnify and hold
PARTNER harmless from any lawsuit or liability relating to the
purchase, construction of the Spec Home that may result in
judgments, costs, or expenses to PARTNER above and beyond the
Invested Capital;
8g Covenant Not to Encumber: “SLD Shall not cause the Spec Home
or underlying property to be encumbered by any loan, mortgage, or
lien,” except for a lien for primary construction financing, “without
the written approval of PARTNER;” and,
Covenant to Record Affidavit: “Upon request of PARTNER, SLD
shall execute an Affidavit of Equitable Interest and Notice of
Voluntary Lien” to be recorded in the public record against the Spec
Home/subject property
13. True and correct copies of all Joint Venture Agreements pertinent to this Complaint
are attached hereto as Composite Exhibit “1.”
14. After entering into each of the Joint Venture Agreements, Better Homes provided the
“Capital Invested” required therein by providing the requisite sums to SLD in accordance with
Newell’s instructions.
15. That is, Better Homes has fully complied with its sole obligation under each of the
Joint Venture Agreements—providing the Capital Invested.
16. Using Better Homes’ Capital Invested, SLD acquired all of the following properties
(collectively the “Acquired Properties”):”
8065 Sherwood Circle, Port LaBelle, FL 33935
9020 Green Circle, Port LaBelle, FL 33935
5003 S. Dogwood Circle, Port LaBelle, FL 33935
3011 Arnet Lane, Port LaBelle, FL 33935
6009 Keystone Circle, Port LaBelle, FL 33935
3040 W. Briarwood Circle, Port LaBelle, FL 33935
5005 Dolphin Circle, Port LaBelle, FL 33935
? As explained below, in some instances, SLD acquired these properties in the name of its affiliate,
LTP, another of Newell’s companies; in others, Better Homes purchased the properties and
transferred them to SLD.
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7006 Camp Ct., Port LaBelle, FL 33935
8014 Spice Ct., Port LaBelle, FL 33935
8019 Olive Circle, Port LaBelle, FL 33935
8025 Salem Circle, Port LaBelle, FL 33935
8303 Lena Ct., Port LaBelle, FL 33935
9003 W. Justice Circle, Port LaBelle, FL 33935
305/307 Norwalk Ave., Lot 4, Lehigh Acres, FL 33972
335/337 Bell Blvd. S., Lehigh Acres, FL 33974
404/406 Charwood Ave. S., Lehigh Acres, FL 33974
444/446 Grant Blvd., Lehigh Acres, FL 33974
448/450 Grant Blvd., Lehigh Acres, FL 33974
452/454 Grant Blvd., Lehigh Acres, FL 33974
456/458 Grant Blvd., Lehigh Acres, FL 33974
843/845 Apartment Street East, Lehigh Acres, FL 33974
845 Eisenhower Blvd., Lehigh Acres, FL 33974
858/860 Apartment St. E., Lehigh Acres, FL 33974
1135 Harvest Ave., Lehigh Acres, FL 33974
Jupiter Loop, Port LaBelle, FL 33935
Warm Court, Port LaBelle, FL 33935
1892 Jacinto Ave., Lehigh Acres, FL 33972
9032 N. Largo Ct., Port LaBelle, FL 33935
469/471 Loretta Ave. S., Lehigh Acres, FL 33974
17. All totaled, Better Homes invested $1,169,267.25 with SLD.
IL. SLD breaches the Joint Venture Agreements; LTP acquires title to the LTP Properties.
18. SLD has breached the Joint Venture Agreements in several ways.
19. First, SLD breached the Repayment and Profit Sharing Covenant by failing to repay
Better Homes’ Capital Invested along with an agreed upon percentage of the Net Profits upon the
sale, for profit, of the following properties, the sale of which generated Net Profits at closing:
404/406 Charwood Ave. S., Lehigh Acres, FL 33974 (Sold: May 22, 2023);
843/845 Apartment Street E., Lehigh Acres, FL 33974 (Sold: May 25, 2023);
845 Eisenhower Blvd., Lehigh Acres, FL 33974 (Sold: May 3, 2023); and,
469/471 Loretta Ave. S., Lehigh Acres, FL 33974 (Sold: December 28, 2023)
20. Second, SLD breached the Delayed Repayment Covenant by failing to pay an
additional $1,000.00 for each calendar month past the 12-month due date upon the sale of each
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of the following properties, all of which sold after the 12-month due date provided for in their
respective applicable Joint Venture Agreements:
404/406 Charwood Ave. S., Lehigh Acres, FL 33974 (Sold: May 22, 2023);
843/845 Apartment Street E., Lehigh Acres, FL 33974 (Sold: May 25, 2023);
845 Eisenhower Blvd., Lehigh Acres, FL 33974 (Sold: May 3, 2023);
444/446 Grant Blvd., Lehigh Acres, FL 33974 (Sold: February 8, 2022);
448/450 Grant Blvd., Lehigh Acres, FL 33974 (Sold: January 11, 2022)
452/454 Grant Blvd., Lehigh Acres, FL 33974 (Sold: January 12, 2022)
456/458 Grant Blvd., Lehigh Acres, FL 33974 (Sold: January 6, 2022); and,
335/337 Bell Blvd. S., Lehigh Acres, FL 33974 (Sold: November 23, 2021)
21. Third, SLD breached the Information Access Covenant by repeatedly failing and
refusing to provide Better Homes “records, financial documents, loan documents, title documents,
expense reports, contractor agreements, purchase agreements, architectural plans, or other
documents or communication relating to the construction of the Spec Home” so as to permit Better
Homes to properly calculate the amounts of profits, interest, and other sums owed pursuant to the
Joint Venture Agreements and timely and accurate pay its taxes, as well as to generally understand
whether SLD has properly utilized its Capital Invested in accordance with such documents.
22. Beginning in 2023 and continuing through the present, SLD has failed to provide
timely and accurate information about the status of each of Better Homes’ investments and, in others,
has made numerous misrepresentations concerning same in order to forestall this litigation and
perpetuate its other breaches of contract.
23. For example, despite numerous requests for information and updates, Better Homes
discovered in or about January 2024 that SLD is currently under contract to sell the property located
at 8065 Sherwood Circle, Port LaBelle, FL 33935, a pending transaction about which Better Homes
has never been informed by SLD despite repeated inquiries throughout 2023 and early 2024.
24. Similarly, despite repeated requests for information, SLD has failed and refused to
provide Better Homes with any information concerning the status of its investment in any of 9020
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Green Circle, Port LaBelle, FL 33935, 5003 S. Dogwood Circle, Port LaBelle, FL 33935, 3011
Arnet Lane, Port LaBelle, FL 33935, or 6009 Keystone Circle, Port LaBelle, FL 33935, most
fundamentally whether the properties are presently under contract to be sold, the closing date, sales
price, estimated net profits, and such other information as is necessary to satisfy the requirements
ofthe Information Access Covenant.
25. SLD has likewise failed to provide a calculation of the Net Profits and other sums
due Better Homes in connection with the closed sales of the properties located at:
404/406 Charwood Ave. S., Lehigh Acres, FL 33974
843/845 Apartment Street East, Lehigh Acres, FL 33974
845 Eisenhower Blvd., Lehigh Acres, FL 33974
9032 N. Largo Ct., Port LaBelle, FL 33935; and,
469/471 Loretta Ave. S., Lehigh Acres, FL 33974
26. Furthermore, despite providing Better Homes a putative “status report” on or about
January 2, 2024, SLD failed to include in that report any information concerning the status of the
properties located at 9020 Green Circle, Port LaBelle, FL 33935, 7006 Camp Ct., Port LaBelle,
FL 33935, and 305/307 Norwalk Ave., Lot 4, Lehigh Acres, FL 33974, and subsequently failed to
provide such information after being informed that the properties were not listed in the report.
27. Similarly, despite repeated requests and in violation of the parties’ agreement, SLD
has failed to inform Better Homes as to why third-party financing has not been secured for the
following properties even after Better Homes provided the Capital Invested necessary to secure
such financing:
8025 Salem Circle, Port LaBelle, FL 33935
3040 W. Briarwood Circle, Port LaBelle, FL 33935
5005 Dolphin Circle, Port LaBelle, FL 33935; and,
858/860 Apartment St. E., Lehigh Acres, FL 33974
28. Also, despite repeated requests and in violation of the Joint Venture Agreements,
SLD has repeatedly failed and refused to provide Better Homes with copies of fully executed Quit
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Claim Deeds for those few properties titled in Better Homes’ name, estimated dates of completion
for all other properties that have not yet been sold, and other vital information to which Better
Homes is entitled under the Joint Venture Agreements.?
29. Due to SLD’s failure to provide this information, on January 23, 2024, the
undersigned law firm sent correspondence to SLD, a true and correct copy of which is attached hereto
as Exhibit “2,” specifically requesting such information.
30. To date, SLD has, consistent with its pattern to date, failed and refused to respond to
Better Homes’ counsel’s formal request for information, a further violation of the Information Access
Covenant.
31. Fourth, after receiving Better Homes’ Capital Invested in connection with several
properties, SLD either acquired title in the name of LTP, another of Newell’s companies, or otherwise
acquired title in SLD’s name only to quit claim the property to LTP for $0.00.
32. Consequently, LTP presently holds title to each of the following properties:
8019 Olive Circle, Port LaBelle, FL 33935
8014 Spice Court, Port LaBelle, FL 33935
3011 Arnet Ln., Port LaBelle, FL 33935
6009 Keystone Cir., Port LaBelle, FL 33935
8025 Salem Cir., Port LaBelle, FL 33935
7006 Camp Ct., Port LaBelle, FL 33935; and,
9020 Green Cir., Port LaBelle, FL 33935
(collectively the “LTP Properties”). True and correct copies of the deeds evidencing LTP’
acquisition of each of the LTP Properties are attached hereto as Composite Exhibit “3.”
33. SLD’s vesting title in LTP effectively operates as an encumbrance upon the LTP
Properties, which should have been acquired in the name of SLD, in that it affords LTP a claim against
3 For reasons not relevant here, some of the Acquired Properties were to be acquired and titled in
Better Homes’ name.
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the real estate and impacts (in fact, eliminates) SLD’s right to transfer such properties in violation of
the Covenant Not to Encumber provided in the Joint Venture Agreements.
34. Furthermore, SLD’s acquisition of such properties using Better Homes’ Capital
Invested and subsequently titling or transferring such properties into the name LTP amounts to a
benefit in favor of LTP flowing from Better Homes without Better Homes’ consent or consideration
in return, such that LTP has been unjustly enriched.
35. In light of its having sold or transferred many of the Acquired Properties, SLD holds
title to only the following three properties out of the original group of Acquired Properties (the “SLD
Properties”):
8065 Sherwood Circle, Port LaBelle, FL 33935
5003 S. Dogwood Circle, Port LaBelle, FL 33935
1135 Harvest Ave., Lehigh Acres, FL 33974
36. Notably, several of the transfers from SLD to LTP identified above occurred just days
after the undersigned sent its January 23, 2024 correspondence to SLD.
III. SLD is required to indemnify Better Homes for lawsuits and liabilities flowing from its
failure to pay other investors.
37. Several of the Joint Venture Agreements include an additional “INVESTOR”
identified as Non-Party Florida Stress Free Investments Inc a/k/a M. Joseph Constantin (“Additional
Investor”) whose rights and obligations under the Joint Venture Agreements are substantially similar
to those of Better Homes, which is also frequently identified as an “INVESTOR” rather than a
“PARTNER.”
38. The Single Joint Venture Agreements including the Additional Investor (hereinafter
the “Multiple Investor JVAs”) are included among the Single Joint Venture Agreements attached
hereto.
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39. While their wording differs in some ways, the Multiple Investor JVAs essentially
afford Better Homes, Additional Investor, and SLD the same rights and obligations afforded each of
Better Homes and SLD in the other Joint Venture Agreements, including the rights of repayment and
the Covenant of Indemnification.
40. As explained above, SLD breached several of the covenants contained within the
Multiple Investor JVA (and all of the Joint Venture Agreements), such that it is contractually indebted
to both Better Homes and Additional Investor.
Al. On January 9, 2024, after SLD failed to meet its payment obligations to both Better
Homes and Additional Investor, Additional Investor (specifically, M. Joseph Constantin) sent a letter
to Better Homes formally notifying the company of its “demand for payment of the outstanding debt
and accrued interest owed by [Better Homes]” and threatening to commence litigation against Better
Homes (and Paquette) in Canada to enforce the putative obligation. A true and correct copy of the
Additional Investor demand letter is attached hereto and incorporated herein as Exhibit “4.”
42. Thus, when SLD failed to meet its payment obligations, Additional Investor turned to
Better Homes for payment.
43. In this way, Additional Investor has threatened legal action “that may result in a
judgment for money damages” for which SLD has agreed to indemnify and hold Better Homes
harmless in the Multiple Investor JVAs.
COUNT I—BREACH OF CONTRACT
Better Homes v. SLD
Better Homes re-alleges and re-avers all of the allegations contained in paragraphs 1-43
above.
44. Better Homes and SLD entered into the Joint Venture Agreements.
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45. As described more fully above, SLD breached each of the Joint Venture
Agreements by either failing and refusing to to make the payments required under each such
agreement’s Repayment and Profit Sharing, Delayed Repayment, and Priority Repayment
Covenants, failing and refusing to timely provide Better Homes with the information and
documentation required of it pursuant to the Information Access Covenants, and encumbering the
LTP Properties by transferring title to LTP in violation of the Covenant Not to Encumber.
46. As a direct and proximate result of SLD’s breaches of the Joint Venture
Agreements, Better Homes has been damaged.
WHEREFORE Better Homes respectfully demands judgment for damages against SLD,
together with interest, attorneys’ fees, the costs of bringing this action and any and all other relief
the Court deems just and proper.
COUNT II—UNJUST ENRICHMENT
Better Homes v. LTP
(LTP Properties)
Better Homes re-alleges and re-avers all of the allegations set forth in paragraphs 1-43 above
as if fully set forth herein.
47. Better Homes paid SLD its Capital Invested for the purposes of having SLD acquire
and build Spec Homes upon the Acquired Properties, including (what would become) the LTP
Properties.
48. Better Homes did not, however, consent to SLD’s acquiring any of the LTP
Properties in the name of LTP or otherwise consent to SLD’s transfer of such properties to LTP.
49. Nevertheless, SLD either acquired title to the LTP Properties in LTP’ name or
transferred title to LTP via quit claim deed for $0.00, resulting in LTP’s holding title to the LTP
Properties.
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50. Thus, LTP secured the benefit of holding title to the LTP Properties without Better
Homes’ consent and without providing Better Homes consideration.
Sl. In this way, LTP has obtained the benefit of ownership of each of the foregoing
properties and Better Homes’ Capital Invested without consent or consideration, such that LTP has
been unjustly enriched by Better Homes.
52. Still more, because SLD has failed and refused to provide Better Homes with an
accurate update concerning the status of pending sales or transfers of properties acquired in
accordance with the Joint Venture Agreements, it is possible that LTP has or will soon receive the
benefit of any sales proceeds, profits, rental income, or other benefits by virtue of its having
acquired title to the above-named properties, or that SLD will transfer some of the SLD Properties
to LTP in the same manner it has previously done, also without Better Homes knowledge and
consent or consideration.
53. Additionally, to the extent LTP obtains a loan against any of the LTP Properties, it
stands to gain the benefit of the loan proceeds using Better Homes’ contribution toward its equity
in the properties, i.e., it can encumber the property and borrow against (what should be) Better
Homes’ equitable interest in each property.
54. As a direct and proximate result of receiving the benefit of Better Homes’ money
and properties acquired using it, LTP has been unjustly enriched to the detriment of Better Homes.
55. Better Homes has no adequate remedy at law vis a vis LTP and must, therefore,
obtain equitable relief.
WHEREFORE Better Homes respectfully demands judgment for damages against LTP,
together with interest, imposition of an equitable lien, disgorgement of profits, attorneys’ fees, and
the costs of bringing this action and any and all other relief the Court deems just and proper.
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COUNT Ill —- IMPOSITION OF CONTRACTUAL AND EQUITABLE LIENS
Better Homes v. Defendants
(SLD Properties and LTP Properties)
Better Homes re-alleges and re-avers all of the allegations set forth in paragraphs 1-43 above
as if fully set forth herein.
56. SLD is currently the record title holder of the SLD Properties, while LTP is the
record title holder to the LTP Properties.
57. SLD and LTP acquired the SLD Properties and LTP Properties, respectively, either
(a) directly using Better Homes’ funds or (b) via quit-claim deed for no consideration from SLD
to LTP, or vice versa, which first acquired such properties using Better Homes’ funds when Better
Homes’ funds were invested with and entrusted to SLD in accordance with SLD and Better
Homes’ Joint Venture Agreements.
58. Pursuant to each of the Joint Venture Agreements, Better Homes possessed an
equitable interest in all of the Acquired Properties and was authorized to cause the recording of an
“Affidavit of Equitable Interest and Notice of Voluntary Lien” in the public records for each
property.
59. In furtherance of protecting its equitable interest and pursuant to its rights under the
Joint Venture Agreements, Better Homes has recorded Affidavits of Equitable Interests in the
public records of Lee and Hendry Counties on all of the SLD Properties and LTP Properties.
60. Whether by virtue of its rights in the Joint Venture Agreements or because it
reposed trust in SLD and Newell to acquire the above-described properties in the name of SLD
and not to encumber such properties or otherwise transfer them, Better Homes is entitled to the
imposition of an equitable lien against each of the SLD Properties and LTP Properties.
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61. Moreover, by titling the LTP Properties in LTP’s name or otherwise transferring
title to such properties to LTP, SLD has vested ownership of properties in which Better Homes
had a contractual lien right with an entity with whom Better Homes lacks contractual privity and,
therefore, contract rights, such that Better Homes has no adequate remedy at law to protect its
equitable interest in the LTP Properties.
62. Without imposition of contractual or equitable liens upon the properties, any sale
of any of the LTP Properties or SLD Properties will cause Better Homes to be deprived of the
substantial pecuniary value of the funds it invested with SLD for the purpose of acquiring,
developing, and selling such properties for profit.
63. Similarly, to the extent any of the LTP Properties or SLD Properties is or becomes
encumbered by a mortgage or competing lien, foreclosure of such an interest could jeopardize
Better Homes’ funds in the absence of a lien on each ofthe above-mentioned properties.
64. That is, because Better Homes’ money was used to acquire each of the LTP
Properties and SLD Properties, Better Homes stands to lose the value of its money (and
corresponding equitable interest in each property) in the event ofa sale and thus holds an equitable
interest in such properties.
65. To protect its interests in the SLD Properties and LTP Properties, Better Homes is
recording a Lis Pendens against each in the public records of Lee and Hendry Counties
contemporaneously with the filing of this Complaint.
66. To the extent not provided for or permitted by the Joint Venture Agreements, absent
the intervention of equity and imposition of equitable liens in Better Homes’ favor, Better Homes
will have no adequate remedy at law.
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WHEREFORE Better Homes respectfully requests this Court enter a judgment imposing
equitable liens upon each of the SLD Properties and LTP Properties owned by either of Defendants
in amounts to be determined by this Court together with attorneys’ fees and the costs of bringing
this action and such other and further relief as this Court deems just and proper.
COUNT IV — EQUITABLE ACCOUNTING
Better Homes v. Defendants
Better Homes re-alleges and re-avers all of the allegations set forth in paragraphs 1-43 above
as if fully set forth herein.
67. This is an action for an equitable accounting predicated upon the parties’
relationship and dealings as described elsewhere herein.
68. As explained elsewhere herein, SLD and LTP acquired the SLD Properties and LTP
Properties, respectively, either (a) directly using Better Homes’ funds or (b) via quit-claim deed
for no consideration from SLD to LTP, or vice versa, which first acquired such properties using
Better Homes’ funds when Better Homes’ funds were invested with and entrusted to SLD in
accordance with SLD and Better Homes’ Joint Venture Agreements.
69. Additionally, as explained elsewhere herein, Newell and SLD have repeatedly and
consistently failed to apprise Better Homes of how its funds were being used, the status of projects,
the status of pending sales of properties acquired using Better Homes’ funds, the sums for which
properties have sold, the amounts due to Better Homes, and other information necessary to
determine (a) the amounts owed Better Homes pursuant to any or all of the Joint Venture
Agreements, (b) the whereabouts of Better Homes’ Capital Invested, (c) the amount of additional
sums due to Better Homes under the terms of the parties’ agreements, and (d) such other and
further information as may be necessary to ensure compliance with the Joint Venture Agreements
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and to determine whether other wrongful or inequitable activity has occurred vis a vis the Capital
Invested and/or the parties respective rights and obligations under the Joint Venture Agreements.
70. The foregoing entitles Better Homes to an equitable accounting.
71. Better Homes has no adequate remedy at law because (a) Newell and SLD have
consistently failed and refused to provide them with the information outlined above and (b) much
of the information as Better Homes has been provided at various times throughout the parties”
relationship has been false, inaccurate, or otherwise incomplete.
WHEREFORE Better Homes respectfully requests this Court enter an Order entitling it
to an equitable accounting as well as such other and further relief as it deems just and proper.
COUNT V —- CONTRACTUAL INDEMNIFICATION
Better Homes v. SLD
Better Homes re-alleges and re-avers all of the allegations set forth in paragraphs 1-43 above
as if fully set forth herein.
72. The Joint Venture Agreements, including the Multiple Investor JVAs, contain an
indemnification and hold harmless provision or otherwise create a contractual obligation of SLD to
indemnify Better Homes and hold it harmless from liability or litigation as set forth more fully above.
2B. The Additional Investor’s demands letter and threat to commence litigation fall
squarely within the scope of the agreements’ indemnification and hold harmless provisions but, to
date, SLD has failed and refused to honor its obligations thereunder either by satisfying its obligations
to Additional Investor pursuant to the Multiple Investor JVAs or by stepping in to defend Better
Homes and/or repay its putative obligations to the Additional Investor.
74. As a direct and proximate result of SLD’s breach and failure to indemnify and hold
harmless Better Homes in relation to Additional Investor’s threatened and anticipated litigation,
Better Homes has incurred and will continue to incur damages, including attorneys’ fees and costs.
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WHEREFORE Better Homes respectfully demands judgment for damages against SLD,
together with interest, attorneys’ fees, and the costs of bringing this action and any and all other relief
the Court deems just and proper.
COUNT VI- COMMON LAW INDEMNIFICATION
Better Homes v. SLD
Better Homes re-alleges and re-avers all of the allegations set forth in paragraphs 1-43 above
as if fully set forth herein.
75. Even assuming, arguendo, the Multiple Investor JVAs do not create a contractual
obligation of SLD to indemnify Better Homes and hold it harmless from liability or litigation as set
forth more fully above, SLD must indemnify Better Homes for any liability Better Homes incurs vis
a vis Additional Investor because Better Homes is entirely without fault for any liability owing to
Additional Investor, whereas SLD is entirely at fault for such obligation, and, to the extent liability
exists, Better Homes is only liable to Additional Investor vicariously, constructively, derivatively, or
technically due to the wrongful acts of SLD set forth hereinabove.
76. As a direct and proximate result of SLD’s failure to indemnify and hold harmless
Better Homes in relation to Additional Investor’s threatened and anticipated litigation, Better Homes
has incurred and will continue to incur damages, including attorneys’ fees and costs.
77. Further, but for SLD’s wrongful acts, Better Homes would not have incurred
damages in the form of its own attorneys’ fees and costs incident to the defense of Additional
Investor’s threatened litigation, which only came about as a result of SLD’s wrongful acts.
78. Thus, pursuant to the Wrongful Act Doctrine, Better Homes also seeks recovery of
“special damages” in the form of reimbursement for its own attorneys’ fees and costs incurred in
defense of Additional Investor’s threatened litigation.
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WHEREFORE Better Homes respectfully demands judgment for damages against SLD,
together with interest, special damages in the form of attorneys’ fees as pled herein, and the costs of
bringing this action and any and all other relief the Court deems just and proper.
DESIGNATION OF PRIMARY AND SECONDARY E-MAIL ADDRESSES
In accordance with Rule 2.515 of the Florida Rules of Judicial Administration, the
undersigned attorneys hereby designate the following e-mail addresses as their primary and
secondary e-mail addresses in the above-referenced action.
Eric T. Salpeter, Esq. Primary E-Mail: eric@salpetergitkin.com
Secondary E-Mail: shelley@salpetergitkin.com
DATED this 26" of March, 2024.
Respectfully submitted,
SALPETER GITKIN, LLP
Counsel for Better Homes
3864 Sheridan Street
Hollywood, FL 33021
Telephone: (954) 467-8622
Facsimile: (954) 467-8623
By:/s/ Eric T. Salpeter
Eric T. Salpeter, Esq.
Fla. Bar No.: 178209
eric@salpetergitkin.com
shelley@salpetergitkin.com
18
eFiled Lee County Clerk of Courts Page 18
COMPOSITE EXHIBIT “1”
eFiled Lee County Clerk of Courts Page 19
SINGLE JOINT VENTURE AGREEMENT
For the Express purposes of this agreement, “SINGLE JOINT VENTURE” is defined
as an agreement between the Parties hereto to engage in the development of certain
Real Estate, to be more particularly described herein; and, that such Venture is solely
limited to subject project. This Agreement in no way creates a “legal partnership”
between the parties hereto. Simply meaning, by entering this Agreement no legal
rights of any nature whatsoever are created, inferred, or implied, that would cause
one Party to have control, interest(s), authority, or ownership, in any of the other
Parties’ businesses, entities, projects, or other going concerns.
All rights, promises, commitments, conditions, expectations, ownership, profit
sharing, and any other legal expectation(s), or recourse, are limited by all parties to
the terms and/or conditions memorialized within the four-comers of this Agreement.
This Agreement may not be changed verbally, or in writing, unless ALL Parties
subject to this Agreement do so in writing and such writing is formalized and
acknowledged as an Addendum hereto.
WITNESSETH:
WHEREAS: This Joint Venture Agreement is between Standard Land
Development, hereinafter referred to as “SLD”, a Florida Limited Liability
Corporation; and, hereinafter
referred to as “INVESTOR(S)”. SLD and INVESTOR(S), will be collectively
referred to as the “Parties”.
WHEREAS, the Parties hereto are desirous of entering into a Single Joint Venture
for the express purpose of developing Real Estate located at the common address of:
”305/307 NORWALK AVE” ,_—-—sLEE County, Florida, parcel number
04-44-27-15-00095.0040. Hereinafter referred to as the, “PROJECT”:
WHEREAS, in exchange for said investment, INVESTOR(S) shall receive a priority
return of Capital Invested when the Project sells. However, Investor(s) shall be
entitled to a “A preferred return to the JV Partner of 50% of net profit. This
o- 1
eFiled Lee County Clerk of Courts Page 20
money is after Construction Costs/Costs of Money/Costs of Sale”. Investment 12
months from the date of signing this agreement. Investor(s) agree to hold SLD
harmless from any claims of preferred return on their investment until 12 months
after signing this agreement and should a delay incur beyond 12 months after
signing this agreement, then Investor(s) shall be entitled to an additional $1000
monthly thereafter. Investor(s) realize that SLD has no motivation for delay, and
that SLD is in the business of homebuilding and bringing homes to market as
quickly and professionally as possible.
WHEREAS, INVESTOR(S) agrees to make initial capital contribution of the lot
purchase and any expenses incurred prior to loan being obtained. The
INVESTOR(S) understand that said capital will be paid out by the INVESTOR(S) to
SLD on an as
needed cash call basis., the INVESTOR(S) understands and agrees that said capital
will become immediately under the exclusive control of SLD, and that SLD will use
such capital for the sole purpose of meeting the financial requirements of the subject
project and for no other purpose. SLD fully acknowledges the fiduciary
responsibilities of accepting such venture capital contributed by
INVESTOR(S).
WHEREFORE, in exchange for good and valuable consideration so described above,
and the sufficiency of which is hereby acknowledged, the PARTIES hereby agree as
follows:
1. The above recitals are true and correct and incorporated as though fully set forth
above.
2. SLD shall act as the Contractor for the construction of the Project.
3. INVESTOR(S) shal! not be required to contribute any additional capital towards the
construction and completion of the Project. Should additional capital be required
beyond the Capital Invested by INVESTOR(S). SLD shall contribute such capital
expeditiously to prevent additional costs to construction of the subject Project.
4. SLD shall, upon reasonable notice from INVESTOR(S), provide access to all
records, financial documents, loan documents, title documents, expense reports,
contractor agreements, purchase agreements, architectural plans, or other necessary
and pertinent documents and/or communications relating to the construction of the
Sh
subject Project.
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eFiled Lee County Clerk of Courts Page 21
5. The affidavit of equitable interest shall be added to this contract as an addendum
upon loan being closed.
6. Upon the sale, and final closing, of subject Project, the Gross Funds received shall
be disbursed, distributed, and paid in the following order:
a. First, any approved lender(s) and outside vendors to satisfy any pending and open
liens, notes, mortgages and incurred legal fees, taxes, and other routine closing costs
and expenses;
b. Second, to INVESTOR(S) for the full amount of capital invested as annotated
above;
c. Third to SLD, or affiliated entity, for return of any additional capital provided;
d. Fourth, to INVESTOR(S) for their preferred return on investment, and any
penalties, as memorialized above; and,
7. SLD shall not cause the subject Project, or underlying property, to be encumbered
by any loan, mortgage, or lien, without the written approval of INVESTOR(S), with
the exception of primary construction financing provided by DLP
CAPITAL — , a lender licensed and regulated by the State of Florida.
8. SLD may not sell, transfer, or otherwise dispose of the subject Project for a price
below market value without prior written approval and consent from INVESTOR(S).
9, SLD shall comply and conform with all statutory requirements and coverage limits
for Comprehensive Liability Insurance throughout its construction and sale of the
subject Project.
10. SLD shall not assign, transfer, or substitute its rights or obligations under this
Agreement without the prior written
consent of the INVESTOR(S).
11. SLD and INVESTOR(S) each acknowledge that INVESTOR(S) is not an
employee, contractor, representative, or business partner with SLD, and that SLD
will hold INVESTOR(S) harmless from any legal action, of any nature, that may
result in a judgment for monetary damages related and pertaining to subject Project.
a F,
eFiled Lee County Clerk of Courts Page 22
12. SLD shall in good faith comply with all applicable rules, regulations, laws, and
ordinances at all times during its construction of the subject Project, and further
commits to all good and acceptable practices of the construction industry.
13. The parties acknowledge that they were provided a copy of this Agreement prior
to its execution; that they have had a full and fair opportunity to review this
Agreement; and that they have been given the opportunity to consult with and
otherwise retain counsel of their choosing.
14.This Agreement represents the entire and complete agreement between the parties
and supersedes any and all prior agreements, contracts, representations and
warranties between the Parties, whether oral or written regarding any facet of the
subject matter herein.
15. The parties acknowledge that the persons signing below, or on their behalf, are
expressly authorized to sign this Agreement with the same authority and full force
and effect as if the actual Party affixed their signatures hereto.
16. This Agreement shall be interpreted, and the rights and duties of the Parties hereto
shall be determined, in accordance with the laws of the State of Florida.
17. The jurisdiction and venue for any dispute arising from or related to this
Agreement shall be LEE _ County, Florida.
18. This Agreement may be executed by facsimile transmission or by electronic mail
(email) transmission, each of which shall constitute an original. A signature sent by
facsimile or a signature sent by email transmission shall be deemed legal and
binding, and shall be construed as an original signature.
19. In any proceeding arising from or related to the enforcement and/or interpretation
of this Agreement, the prevailing party shall be entitled to recover their costs, which
includes reasonable attorneys’ fees, against the non-prevailing party.
oeA
eFiled Lee County Clerk of Courts Page 23
WHEREAS, the parties agree to the terms and conditions so memorialized above, this
th day, of August, 2022
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the date indicated above.
By: STANDARD LAND DEVELOPMENT, LLC
Michael Newell
and INVESTOR: Better
Development,
Homes LLC
Stephane Paquette
4,
Witnesses
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eFiled Lee County Clerk of Courts Page 24
SINGLE JOINT VENTURE AGREEMENT
THIS AGREEMENT is made this _18 day of January, 2019, by and between “PARTNER”
(“PARTNER”) and STANDARD LAND DEVELOPMENT LLC, a Florida limited liability
company (“SLD”), sometimes collectively referred to herein as the “parties”.
WITNESSETH:
WHEREAS, SLD has requested that PARTNER contribute an amount of capital not to exceed
[ $20,000.00 (Twenty Thousand dollars) \(the amount invested at any particular time shall
hereinafter be referred to as “Capi
Preview
Filing # 194871857 E-Filed 03/26/2024 05:31:27 PM IN THE CIRCUIT COURT OF THE TWENTIETH JUDICIAL CIRCUIT IN AND FOR LEE COUNTY, FLORIDA BETTER HOMES DEVELOPMENT LLC, a Florida limited liability company CASE NO.: Plaintiff, V. STANDARD LAND DEVELOPMENT LLC, a Florida limited liability company; and LAND TRUST PARTNERS OF FLORIDA, LLC, a Florida limited liability company, Defendants. / COMPLAINT Plaintiff, BETTER HOMES DEVELOPMENT LLC (“Better Homes”), by and through its undersigned counsel, sues Defendants, STANDARD LAND DEVELOPMENT LLC (“SLD”) and LAND TRUST PARTNERS OF FLORIDA, LLC (“LTP”)(collectively, the “Defendants”), and alleges as follows: 1 This is an action for damages in excess of the Court’s jurisdictional minimum, exclusive of attorneys’ fees and costs, as well as other and further relief and is within the jurisdictional limits of this Court. 2 At all times relevant hereto, Better Homes was and is a Florida limited liability company conducting business in Lee County, Florida and is authorized to do business in the State of Florida. 3 At all times relevant hereto, SLD was and is a Florida limited liability company conducting business in Lee County, Florida and is authorized to do business in the State of Florida. 4 At all times relevant hereto, LTP was and is a Florida limited liability company conducting business in Lee County, Florida and is authorized to do business in the State of Florida. eFiled Lee County Clerk of Courts Page 1 5 Jurisdiction and venue in this action are proper because the Joint Venture Agreements (defined below) specifically provide that “the jurisdiction and venue for any dispute arising from or related to this Agreement shall be in Lee County, Florida” without regard for the county in which the property at issue in each specific agreement is located; that is, all of the Joint Venture Agreements contain a mandatory jurisdiction and venue provision providing that litigation be brought in this county. 6. Additionally, each of the Joint Venture Agreements provides that the prevailing party in any proceeding arising from or related to the enforcement of any of those agreements shall be entitled to recover their reasonable attorneys’ fees and costs against the non-prevailing party. 7 Better Homes has retained the undersigned counsel to represent him in this matter and is obligated to pay said law firm a reasonable fee for legal services rendered. 8 All conditions precedent to this action have been performed, have occurred, or have been waived. FACTS RELEVANT TO ALL COUNTS 9 SLD is a real estate development company and general contractor engaged in the business of acquiring vacant land and delipidated properties throughout Hendry, Lee, and Glades Counties using funds from outside investors, building “spec houses” on the properties, and then selling the spec houses for a profit to be apportioned between SLD and outside investors according to “Joint Venture Agreements” which articulate the rights and responsibilities of both the SLD and its investors. 10. In or about 2019, SLD’s director, Non-Party Michael Newell (“Newell”), proposed to Non-Party Stephane Paquette (“Paquette”) that Paquette invest cash with SLD and then split the eFiled Lee County Clerk of Courts Page 2 profits upon sale of the spec houses SLD would build in accordance with the joint venture model described above. lL. Paquette agreed and formed Better Homes for the purpose of participating in SLD’s joint ventures. I. Better Homes and SLD enter into the Joint Venture Agreements; SLD uses Better Homes’ Capital Invested to purchase the Acquired Properties. 12. Since approximately March 2019, SLD and Better Homes have entered into several dozen Single Joint Venture Agreements (collectively the “Joint Venture Agreements”), all of which contain substantially! the same critical deal terms and covenants (among others not highlighted here): a. Repayment and Profit Sharing Covenant: SLD “shall complete the build and sale of Spec Home and deliver to PARTNER the capital contribution,” otherwise referred to as “Capital Invested,” as well as a percentage of the Net Profit within 12 months of execution of the agreement; Delayed Repayment Covenant: “In the event that SLD does not deliver upon this agreement within 12 months, SLD shall contribute an additional $1,000.00 towards Investor profit for each calendar month past the due date, due at the time of closing;” Contractor Covenant: “SLD shall act as the Contractor for the construction of the Spec Home;” Priority Repayment Covenant: “PARTNER’s Capital Invested shall be returned upon the sale of the Spec Home prior to any disbursement to SLD or any other return of capital;” Information Access Covenant: “SLD shall, upon reasonable notice from PARTNER, provide access to all records, financial documents, loan documents, title documents, expense reports, contractor agreements, purchase agreements, architectural plans, or other documents or communication relating to the construction of the Spec Home;” ' While the many Joint Venture Agreements between the parties are substantively identical, some of them contain slightly different language in the various provisions excerpted below; as such, some of the quoted language may be slightly different in some of the agreements. 3 eFiled Lee County Clerk of Courts Page 3 f. Indemnification Covenant: SLD agrees to indemnify and hold PARTNER harmless from any lawsuit or liability relating to the purchase, construction of the Spec Home that may result in judgments, costs, or expenses to PARTNER above and beyond the Invested Capital; 8g Covenant Not to Encumber: “SLD Shall not cause the Spec Home or underlying property to be encumbered by any loan, mortgage, or lien,” except for a lien for primary construction financing, “without the written approval of PARTNER;” and, Covenant to Record Affidavit: “Upon request of PARTNER, SLD shall execute an Affidavit of Equitable Interest and Notice of Voluntary Lien” to be recorded in the public record against the Spec Home/subject property 13. True and correct copies of all Joint Venture Agreements pertinent to this Complaint are attached hereto as Composite Exhibit “1.” 14. After entering into each of the Joint Venture Agreements, Better Homes provided the “Capital Invested” required therein by providing the requisite sums to SLD in accordance with Newell’s instructions. 15. That is, Better Homes has fully complied with its sole obligation under each of the Joint Venture Agreements—providing the Capital Invested. 16. Using Better Homes’ Capital Invested, SLD acquired all of the following properties (collectively the “Acquired Properties”):” 8065 Sherwood Circle, Port LaBelle, FL 33935 9020 Green Circle, Port LaBelle, FL 33935 5003 S. Dogwood Circle, Port LaBelle, FL 33935 3011 Arnet Lane, Port LaBelle, FL 33935 6009 Keystone Circle, Port LaBelle, FL 33935 3040 W. Briarwood Circle, Port LaBelle, FL 33935 5005 Dolphin Circle, Port LaBelle, FL 33935 ? As explained below, in some instances, SLD acquired these properties in the name of its affiliate, LTP, another of Newell’s companies; in others, Better Homes purchased the properties and transferred them to SLD. eFiled Lee County Clerk of Courts Page 4 7006 Camp Ct., Port LaBelle, FL 33935 8014 Spice Ct., Port LaBelle, FL 33935 8019 Olive Circle, Port LaBelle, FL 33935 8025 Salem Circle, Port LaBelle, FL 33935 8303 Lena Ct., Port LaBelle, FL 33935 9003 W. Justice Circle, Port LaBelle, FL 33935 305/307 Norwalk Ave., Lot 4, Lehigh Acres, FL 33972 335/337 Bell Blvd. S., Lehigh Acres, FL 33974 404/406 Charwood Ave. S., Lehigh Acres, FL 33974 444/446 Grant Blvd., Lehigh Acres, FL 33974 448/450 Grant Blvd., Lehigh Acres, FL 33974 452/454 Grant Blvd., Lehigh Acres, FL 33974 456/458 Grant Blvd., Lehigh Acres, FL 33974 843/845 Apartment Street East, Lehigh Acres, FL 33974 845 Eisenhower Blvd., Lehigh Acres, FL 33974 858/860 Apartment St. E., Lehigh Acres, FL 33974 1135 Harvest Ave., Lehigh Acres, FL 33974 Jupiter Loop, Port LaBelle, FL 33935 Warm Court, Port LaBelle, FL 33935 1892 Jacinto Ave., Lehigh Acres, FL 33972 9032 N. Largo Ct., Port LaBelle, FL 33935 469/471 Loretta Ave. S., Lehigh Acres, FL 33974 17. All totaled, Better Homes invested $1,169,267.25 with SLD. IL. SLD breaches the Joint Venture Agreements; LTP acquires title to the LTP Properties. 18. SLD has breached the Joint Venture Agreements in several ways. 19. First, SLD breached the Repayment and Profit Sharing Covenant by failing to repay Better Homes’ Capital Invested along with an agreed upon percentage of the Net Profits upon the sale, for profit, of the following properties, the sale of which generated Net Profits at closing: 404/406 Charwood Ave. S., Lehigh Acres, FL 33974 (Sold: May 22, 2023); 843/845 Apartment Street E., Lehigh Acres, FL 33974 (Sold: May 25, 2023); 845 Eisenhower Blvd., Lehigh Acres, FL 33974 (Sold: May 3, 2023); and, 469/471 Loretta Ave. S., Lehigh Acres, FL 33974 (Sold: December 28, 2023) 20. Second, SLD breached the Delayed Repayment Covenant by failing to pay an additional $1,000.00 for each calendar month past the 12-month due date upon the sale of each eFiled Lee County Clerk of Courts Page 5 of the following properties, all of which sold after the 12-month due date provided for in their respective applicable Joint Venture Agreements: 404/406 Charwood Ave. S., Lehigh Acres, FL 33974 (Sold: May 22, 2023); 843/845 Apartment Street E., Lehigh Acres, FL 33974 (Sold: May 25, 2023); 845 Eisenhower Blvd., Lehigh Acres, FL 33974 (Sold: May 3, 2023); 444/446 Grant Blvd., Lehigh Acres, FL 33974 (Sold: February 8, 2022); 448/450 Grant Blvd., Lehigh Acres, FL 33974 (Sold: January 11, 2022) 452/454 Grant Blvd., Lehigh Acres, FL 33974 (Sold: January 12, 2022) 456/458 Grant Blvd., Lehigh Acres, FL 33974 (Sold: January 6, 2022); and, 335/337 Bell Blvd. S., Lehigh Acres, FL 33974 (Sold: November 23, 2021) 21. Third, SLD breached the Information Access Covenant by repeatedly failing and refusing to provide Better Homes “records, financial documents, loan documents, title documents, expense reports, contractor agreements, purchase agreements, architectural plans, or other documents or communication relating to the construction of the Spec Home” so as to permit Better Homes to properly calculate the amounts of profits, interest, and other sums owed pursuant to the Joint Venture Agreements and timely and accurate pay its taxes, as well as to generally understand whether SLD has properly utilized its Capital Invested in accordance with such documents. 22. Beginning in 2023 and continuing through the present, SLD has failed to provide timely and accurate information about the status of each of Better Homes’ investments and, in others, has made numerous misrepresentations concerning same in order to forestall this litigation and perpetuate its other breaches of contract. 23. For example, despite numerous requests for information and updates, Better Homes discovered in or about January 2024 that SLD is currently under contract to sell the property located at 8065 Sherwood Circle, Port LaBelle, FL 33935, a pending transaction about which Better Homes has never been informed by SLD despite repeated inquiries throughout 2023 and early 2024. 24. Similarly, despite repeated requests for information, SLD has failed and refused to provide Better Homes with any information concerning the status of its investment in any of 9020 eFiled Lee County Clerk of Courts Page 6 Green Circle, Port LaBelle, FL 33935, 5003 S. Dogwood Circle, Port LaBelle, FL 33935, 3011 Arnet Lane, Port LaBelle, FL 33935, or 6009 Keystone Circle, Port LaBelle, FL 33935, most fundamentally whether the properties are presently under contract to be sold, the closing date, sales price, estimated net profits, and such other information as is necessary to satisfy the requirements ofthe Information Access Covenant. 25. SLD has likewise failed to provide a calculation of the Net Profits and other sums due Better Homes in connection with the closed sales of the properties located at: 404/406 Charwood Ave. S., Lehigh Acres, FL 33974 843/845 Apartment Street East, Lehigh Acres, FL 33974 845 Eisenhower Blvd., Lehigh Acres, FL 33974 9032 N. Largo Ct., Port LaBelle, FL 33935; and, 469/471 Loretta Ave. S., Lehigh Acres, FL 33974 26. Furthermore, despite providing Better Homes a putative “status report” on or about January 2, 2024, SLD failed to include in that report any information concerning the status of the properties located at 9020 Green Circle, Port LaBelle, FL 33935, 7006 Camp Ct., Port LaBelle, FL 33935, and 305/307 Norwalk Ave., Lot 4, Lehigh Acres, FL 33974, and subsequently failed to provide such information after being informed that the properties were not listed in the report. 27. Similarly, despite repeated requests and in violation of the parties’ agreement, SLD has failed to inform Better Homes as to why third-party financing has not been secured for the following properties even after Better Homes provided the Capital Invested necessary to secure such financing: 8025 Salem Circle, Port LaBelle, FL 33935 3040 W. Briarwood Circle, Port LaBelle, FL 33935 5005 Dolphin Circle, Port LaBelle, FL 33935; and, 858/860 Apartment St. E., Lehigh Acres, FL 33974 28. Also, despite repeated requests and in violation of the Joint Venture Agreements, SLD has repeatedly failed and refused to provide Better Homes with copies of fully executed Quit eFiled Lee County Clerk of Courts Page 7 Claim Deeds for those few properties titled in Better Homes’ name, estimated dates of completion for all other properties that have not yet been sold, and other vital information to which Better Homes is entitled under the Joint Venture Agreements.? 29. Due to SLD’s failure to provide this information, on January 23, 2024, the undersigned law firm sent correspondence to SLD, a true and correct copy of which is attached hereto as Exhibit “2,” specifically requesting such information. 30. To date, SLD has, consistent with its pattern to date, failed and refused to respond to Better Homes’ counsel’s formal request for information, a further violation of the Information Access Covenant. 31. Fourth, after receiving Better Homes’ Capital Invested in connection with several properties, SLD either acquired title in the name of LTP, another of Newell’s companies, or otherwise acquired title in SLD’s name only to quit claim the property to LTP for $0.00. 32. Consequently, LTP presently holds title to each of the following properties: 8019 Olive Circle, Port LaBelle, FL 33935 8014 Spice Court, Port LaBelle, FL 33935 3011 Arnet Ln., Port LaBelle, FL 33935 6009 Keystone Cir., Port LaBelle, FL 33935 8025 Salem Cir., Port LaBelle, FL 33935 7006 Camp Ct., Port LaBelle, FL 33935; and, 9020 Green Cir., Port LaBelle, FL 33935 (collectively the “LTP Properties”). True and correct copies of the deeds evidencing LTP’ acquisition of each of the LTP Properties are attached hereto as Composite Exhibit “3.” 33. SLD’s vesting title in LTP effectively operates as an encumbrance upon the LTP Properties, which should have been acquired in the name of SLD, in that it affords LTP a claim against 3 For reasons not relevant here, some of the Acquired Properties were to be acquired and titled in Better Homes’ name. eFiled Lee County Clerk of Courts Page 8 the real estate and impacts (in fact, eliminates) SLD’s right to transfer such properties in violation of the Covenant Not to Encumber provided in the Joint Venture Agreements. 34. Furthermore, SLD’s acquisition of such properties using Better Homes’ Capital Invested and subsequently titling or transferring such properties into the name LTP amounts to a benefit in favor of LTP flowing from Better Homes without Better Homes’ consent or consideration in return, such that LTP has been unjustly enriched. 35. In light of its having sold or transferred many of the Acquired Properties, SLD holds title to only the following three properties out of the original group of Acquired Properties (the “SLD Properties”): 8065 Sherwood Circle, Port LaBelle, FL 33935 5003 S. Dogwood Circle, Port LaBelle, FL 33935 1135 Harvest Ave., Lehigh Acres, FL 33974 36. Notably, several of the transfers from SLD to LTP identified above occurred just days after the undersigned sent its January 23, 2024 correspondence to SLD. III. SLD is required to indemnify Better Homes for lawsuits and liabilities flowing from its failure to pay other investors. 37. Several of the Joint Venture Agreements include an additional “INVESTOR” identified as Non-Party Florida Stress Free Investments Inc a/k/a M. Joseph Constantin (“Additional Investor”) whose rights and obligations under the Joint Venture Agreements are substantially similar to those of Better Homes, which is also frequently identified as an “INVESTOR” rather than a “PARTNER.” 38. The Single Joint Venture Agreements including the Additional Investor (hereinafter the “Multiple Investor JVAs”) are included among the Single Joint Venture Agreements attached hereto. eFiled Lee County Clerk of Courts Page 9 39. While their wording differs in some ways, the Multiple Investor JVAs essentially afford Better Homes, Additional Investor, and SLD the same rights and obligations afforded each of Better Homes and SLD in the other Joint Venture Agreements, including the rights of repayment and the Covenant of Indemnification. 40. As explained above, SLD breached several of the covenants contained within the Multiple Investor JVA (and all of the Joint Venture Agreements), such that it is contractually indebted to both Better Homes and Additional Investor. Al. On January 9, 2024, after SLD failed to meet its payment obligations to both Better Homes and Additional Investor, Additional Investor (specifically, M. Joseph Constantin) sent a letter to Better Homes formally notifying the company of its “demand for payment of the outstanding debt and accrued interest owed by [Better Homes]” and threatening to commence litigation against Better Homes (and Paquette) in Canada to enforce the putative obligation. A true and correct copy of the Additional Investor demand letter is attached hereto and incorporated herein as Exhibit “4.” 42. Thus, when SLD failed to meet its payment obligations, Additional Investor turned to Better Homes for payment. 43. In this way, Additional Investor has threatened legal action “that may result in a judgment for money damages” for which SLD has agreed to indemnify and hold Better Homes harmless in the Multiple Investor JVAs. COUNT I—BREACH OF CONTRACT Better Homes v. SLD Better Homes re-alleges and re-avers all of the allegations contained in paragraphs 1-43 above. 44. Better Homes and SLD entered into the Joint Venture Agreements. 10 eFiled Lee County Clerk of Courts Page 10 45. As described more fully above, SLD breached each of the Joint Venture Agreements by either failing and refusing to to make the payments required under each such agreement’s Repayment and Profit Sharing, Delayed Repayment, and Priority Repayment Covenants, failing and refusing to timely provide Better Homes with the information and documentation required of it pursuant to the Information Access Covenants, and encumbering the LTP Properties by transferring title to LTP in violation of the Covenant Not to Encumber. 46. As a direct and proximate result of SLD’s breaches of the Joint Venture Agreements, Better Homes has been damaged. WHEREFORE Better Homes respectfully demands judgment for damages against SLD, together with interest, attorneys’ fees, the costs of bringing this action and any and all other relief the Court deems just and proper. COUNT II—UNJUST ENRICHMENT Better Homes v. LTP (LTP Properties) Better Homes re-alleges and re-avers all of the allegations set forth in paragraphs 1-43 above as if fully set forth herein. 47. Better Homes paid SLD its Capital Invested for the purposes of having SLD acquire and build Spec Homes upon the Acquired Properties, including (what would become) the LTP Properties. 48. Better Homes did not, however, consent to SLD’s acquiring any of the LTP Properties in the name of LTP or otherwise consent to SLD’s transfer of such properties to LTP. 49. Nevertheless, SLD either acquired title to the LTP Properties in LTP’ name or transferred title to LTP via quit claim deed for $0.00, resulting in LTP’s holding title to the LTP Properties. 1 eFiled Lee County Clerk of Courts Page 11 50. Thus, LTP secured the benefit of holding title to the LTP Properties without Better Homes’ consent and without providing Better Homes consideration. Sl. In this way, LTP has obtained the benefit of ownership of each of the foregoing properties and Better Homes’ Capital Invested without consent or consideration, such that LTP has been unjustly enriched by Better Homes. 52. Still more, because SLD has failed and refused to provide Better Homes with an accurate update concerning the status of pending sales or transfers of properties acquired in accordance with the Joint Venture Agreements, it is possible that LTP has or will soon receive the benefit of any sales proceeds, profits, rental income, or other benefits by virtue of its having acquired title to the above-named properties, or that SLD will transfer some of the SLD Properties to LTP in the same manner it has previously done, also without Better Homes knowledge and consent or consideration. 53. Additionally, to the extent LTP obtains a loan against any of the LTP Properties, it stands to gain the benefit of the loan proceeds using Better Homes’ contribution toward its equity in the properties, i.e., it can encumber the property and borrow against (what should be) Better Homes’ equitable interest in each property. 54. As a direct and proximate result of receiving the benefit of Better Homes’ money and properties acquired using it, LTP has been unjustly enriched to the detriment of Better Homes. 55. Better Homes has no adequate remedy at law vis a vis LTP and must, therefore, obtain equitable relief. WHEREFORE Better Homes respectfully demands judgment for damages against LTP, together with interest, imposition of an equitable lien, disgorgement of profits, attorneys’ fees, and the costs of bringing this action and any and all other relief the Court deems just and proper. 12 eFiled Lee County Clerk of Courts Page 12 COUNT Ill —- IMPOSITION OF CONTRACTUAL AND EQUITABLE LIENS Better Homes v. Defendants (SLD Properties and LTP Properties) Better Homes re-alleges and re-avers all of the allegations set forth in paragraphs 1-43 above as if fully set forth herein. 56. SLD is currently the record title holder of the SLD Properties, while LTP is the record title holder to the LTP Properties. 57. SLD and LTP acquired the SLD Properties and LTP Properties, respectively, either (a) directly using Better Homes’ funds or (b) via quit-claim deed for no consideration from SLD to LTP, or vice versa, which first acquired such properties using Better Homes’ funds when Better Homes’ funds were invested with and entrusted to SLD in accordance with SLD and Better Homes’ Joint Venture Agreements. 58. Pursuant to each of the Joint Venture Agreements, Better Homes possessed an equitable interest in all of the Acquired Properties and was authorized to cause the recording of an “Affidavit of Equitable Interest and Notice of Voluntary Lien” in the public records for each property. 59. In furtherance of protecting its equitable interest and pursuant to its rights under the Joint Venture Agreements, Better Homes has recorded Affidavits of Equitable Interests in the public records of Lee and Hendry Counties on all of the SLD Properties and LTP Properties. 60. Whether by virtue of its rights in the Joint Venture Agreements or because it reposed trust in SLD and Newell to acquire the above-described properties in the name of SLD and not to encumber such properties or otherwise transfer them, Better Homes is entitled to the imposition of an equitable lien against each of the SLD Properties and LTP Properties. 13 eFiled Lee County Clerk of Courts Page 13 61. Moreover, by titling the LTP Properties in LTP’s name or otherwise transferring title to such properties to LTP, SLD has vested ownership of properties in which Better Homes had a contractual lien right with an entity with whom Better Homes lacks contractual privity and, therefore, contract rights, such that Better Homes has no adequate remedy at law to protect its equitable interest in the LTP Properties. 62. Without imposition of contractual or equitable liens upon the properties, any sale of any of the LTP Properties or SLD Properties will cause Better Homes to be deprived of the substantial pecuniary value of the funds it invested with SLD for the purpose of acquiring, developing, and selling such properties for profit. 63. Similarly, to the extent any of the LTP Properties or SLD Properties is or becomes encumbered by a mortgage or competing lien, foreclosure of such an interest could jeopardize Better Homes’ funds in the absence of a lien on each ofthe above-mentioned properties. 64. That is, because Better Homes’ money was used to acquire each of the LTP Properties and SLD Properties, Better Homes stands to lose the value of its money (and corresponding equitable interest in each property) in the event ofa sale and thus holds an equitable interest in such properties. 65. To protect its interests in the SLD Properties and LTP Properties, Better Homes is recording a Lis Pendens against each in the public records of Lee and Hendry Counties contemporaneously with the filing of this Complaint. 66. To the extent not provided for or permitted by the Joint Venture Agreements, absent the intervention of equity and imposition of equitable liens in Better Homes’ favor, Better Homes will have no adequate remedy at law. 14 eFiled Lee County Clerk of Courts Page 14 WHEREFORE Better Homes respectfully requests this Court enter a judgment imposing equitable liens upon each of the SLD Properties and LTP Properties owned by either of Defendants in amounts to be determined by this Court together with attorneys’ fees and the costs of bringing this action and such other and further relief as this Court deems just and proper. COUNT IV — EQUITABLE ACCOUNTING Better Homes v. Defendants Better Homes re-alleges and re-avers all of the allegations set forth in paragraphs 1-43 above as if fully set forth herein. 67. This is an action for an equitable accounting predicated upon the parties’ relationship and dealings as described elsewhere herein. 68. As explained elsewhere herein, SLD and LTP acquired the SLD Properties and LTP Properties, respectively, either (a) directly using Better Homes’ funds or (b) via quit-claim deed for no consideration from SLD to LTP, or vice versa, which first acquired such properties using Better Homes’ funds when Better Homes’ funds were invested with and entrusted to SLD in accordance with SLD and Better Homes’ Joint Venture Agreements. 69. Additionally, as explained elsewhere herein, Newell and SLD have repeatedly and consistently failed to apprise Better Homes of how its funds were being used, the status of projects, the status of pending sales of properties acquired using Better Homes’ funds, the sums for which properties have sold, the amounts due to Better Homes, and other information necessary to determine (a) the amounts owed Better Homes pursuant to any or all of the Joint Venture Agreements, (b) the whereabouts of Better Homes’ Capital Invested, (c) the amount of additional sums due to Better Homes under the terms of the parties’ agreements, and (d) such other and further information as may be necessary to ensure compliance with the Joint Venture Agreements 15 eFiled Lee County Clerk of Courts Page 15 and to determine whether other wrongful or inequitable activity has occurred vis a vis the Capital Invested and/or the parties respective rights and obligations under the Joint Venture Agreements. 70. The foregoing entitles Better Homes to an equitable accounting. 71. Better Homes has no adequate remedy at law because (a) Newell and SLD have consistently failed and refused to provide them with the information outlined above and (b) much of the information as Better Homes has been provided at various times throughout the parties” relationship has been false, inaccurate, or otherwise incomplete. WHEREFORE Better Homes respectfully requests this Court enter an Order entitling it to an equitable accounting as well as such other and further relief as it deems just and proper. COUNT V —- CONTRACTUAL INDEMNIFICATION Better Homes v. SLD Better Homes re-alleges and re-avers all of the allegations set forth in paragraphs 1-43 above as if fully set forth herein. 72. The Joint Venture Agreements, including the Multiple Investor JVAs, contain an indemnification and hold harmless provision or otherwise create a contractual obligation of SLD to indemnify Better Homes and hold it harmless from liability or litigation as set forth more fully above. 2B. The Additional Investor’s demands letter and threat to commence litigation fall squarely within the scope of the agreements’ indemnification and hold harmless provisions but, to date, SLD has failed and refused to honor its obligations thereunder either by satisfying its obligations to Additional Investor pursuant to the Multiple Investor JVAs or by stepping in to defend Better Homes and/or repay its putative obligations to the Additional Investor. 74. As a direct and proximate result of SLD’s breach and failure to indemnify and hold harmless Better Homes in relation to Additional Investor’s threatened and anticipated litigation, Better Homes has incurred and will continue to incur damages, including attorneys’ fees and costs. 16 eFiled Lee County Clerk of Courts Page 16 WHEREFORE Better Homes respectfully demands judgment for damages against SLD, together with interest, attorneys’ fees, and the costs of bringing this action and any and all other relief the Court deems just and proper. COUNT VI- COMMON LAW INDEMNIFICATION Better Homes v. SLD Better Homes re-alleges and re-avers all of the allegations set forth in paragraphs 1-43 above as if fully set forth herein. 75. Even assuming, arguendo, the Multiple Investor JVAs do not create a contractual obligation of SLD to indemnify Better Homes and hold it harmless from liability or litigation as set forth more fully above, SLD must indemnify Better Homes for any liability Better Homes incurs vis a vis Additional Investor because Better Homes is entirely without fault for any liability owing to Additional Investor, whereas SLD is entirely at fault for such obligation, and, to the extent liability exists, Better Homes is only liable to Additional Investor vicariously, constructively, derivatively, or technically due to the wrongful acts of SLD set forth hereinabove. 76. As a direct and proximate result of SLD’s failure to indemnify and hold harmless Better Homes in relation to Additional Investor’s threatened and anticipated litigation, Better Homes has incurred and will continue to incur damages, including attorneys’ fees and costs. 77. Further, but for SLD’s wrongful acts, Better Homes would not have incurred damages in the form of its own attorneys’ fees and costs incident to the defense of Additional Investor’s threatened litigation, which only came about as a result of SLD’s wrongful acts. 78. Thus, pursuant to the Wrongful Act Doctrine, Better Homes also seeks recovery of “special damages” in the form of reimbursement for its own attorneys’ fees and costs incurred in defense of Additional Investor’s threatened litigation. 17 eFiled Lee County Clerk of Courts Page 17 WHEREFORE Better Homes respectfully demands judgment for damages against SLD, together with interest, special damages in the form of attorneys’ fees as pled herein, and the costs of bringing this action and any and all other relief the Court deems just and proper. DESIGNATION OF PRIMARY AND SECONDARY E-MAIL ADDRESSES In accordance with Rule 2.515 of the Florida Rules of Judicial Administration, the undersigned attorneys hereby designate the following e-mail addresses as their primary and secondary e-mail addresses in the above-referenced action. Eric T. Salpeter, Esq. Primary E-Mail: eric@salpetergitkin.com Secondary E-Mail: shelley@salpetergitkin.com DATED this 26" of March, 2024. Respectfully submitted, SALPETER GITKIN, LLP Counsel for Better Homes 3864 Sheridan Street Hollywood, FL 33021 Telephone: (954) 467-8622 Facsimile: (954) 467-8623 By:/s/ Eric T. Salpeter Eric T. Salpeter, Esq. Fla. Bar No.: 178209 eric@salpetergitkin.com shelley@salpetergitkin.com 18 eFiled Lee County Clerk of Courts Page 18 COMPOSITE EXHIBIT “1” eFiled Lee County Clerk of Courts Page 19 SINGLE JOINT VENTURE AGREEMENT For the Express purposes of this agreement, “SINGLE JOINT VENTURE” is defined as an agreement between the Parties hereto to engage in the development of certain Real Estate, to be more particularly described herein; and, that such Venture is solely limited to subject project. This Agreement in no way creates a “legal partnership” between the parties hereto. Simply meaning, by entering this Agreement no legal rights of any nature whatsoever are created, inferred, or implied, that would cause one Party to have control, interest(s), authority, or ownership, in any of the other Parties’ businesses, entities, projects, or other going concerns. All rights, promises, commitments, conditions, expectations, ownership, profit sharing, and any other legal expectation(s), or recourse, are limited by all parties to the terms and/or conditions memorialized within the four-comers of this Agreement. This Agreement may not be changed verbally, or in writing, unless ALL Parties subject to this Agreement do so in writing and such writing is formalized and acknowledged as an Addendum hereto. WITNESSETH: WHEREAS: This Joint Venture Agreement is between Standard Land Development, hereinafter referred to as “SLD”, a Florida Limited Liability Corporation; and, hereinafter referred to as “INVESTOR(S)”. SLD and INVESTOR(S), will be collectively referred to as the “Parties”. WHEREAS, the Parties hereto are desirous of entering into a Single Joint Venture for the express purpose of developing Real Estate located at the common address of: ”305/307 NORWALK AVE” ,_—-—sLEE County, Florida, parcel number 04-44-27-15-00095.0040. Hereinafter referred to as the, “PROJECT”: WHEREAS, in exchange for said investment, INVESTOR(S) shall receive a priority return of Capital Invested when the Project sells. However, Investor(s) shall be entitled to a “A preferred return to the JV Partner of 50% of net profit. This o- 1 eFiled Lee County Clerk of Courts Page 20 money is after Construction Costs/Costs of Money/Costs of Sale”. Investment 12 months from the date of signing this agreement. Investor(s) agree to hold SLD harmless from any claims of preferred return on their investment until 12 months after signing this agreement and should a delay incur beyond 12 months after signing this agreement, then Investor(s) shall be entitled to an additional $1000 monthly thereafter. Investor(s) realize that SLD has no motivation for delay, and that SLD is in the business of homebuilding and bringing homes to market as quickly and professionally as possible. WHEREAS, INVESTOR(S) agrees to make initial capital contribution of the lot purchase and any expenses incurred prior to loan being obtained. The INVESTOR(S) understand that said capital will be paid out by the INVESTOR(S) to SLD on an as needed cash call basis., the INVESTOR(S) understands and agrees that said capital will become immediately under the exclusive control of SLD, and that SLD will use such capital for the sole purpose of meeting the financial requirements of the subject project and for no other purpose. SLD fully acknowledges the fiduciary responsibilities of accepting such venture capital contributed by INVESTOR(S). WHEREFORE, in exchange for good and valuable consideration so described above, and the sufficiency of which is hereby acknowledged, the PARTIES hereby agree as follows: 1. The above recitals are true and correct and incorporated as though fully set forth above. 2. SLD shall act as the Contractor for the construction of the Project. 3. INVESTOR(S) shal! not be required to contribute any additional capital towards the construction and completion of the Project. Should additional capital be required beyond the Capital Invested by INVESTOR(S). SLD shall contribute such capital expeditiously to prevent additional costs to construction of the subject Project. 4. SLD shall, upon reasonable notice from INVESTOR(S), provide access to all records, financial documents, loan documents, title documents, expense reports, contractor agreements, purchase agreements, architectural plans, or other necessary and pertinent documents and/or communications relating to the construction of the Sh subject Project. > eFiled Lee County Clerk of Courts Page 21 5. The affidavit of equitable interest shall be added to this contract as an addendum upon loan being closed. 6. Upon the sale, and final closing, of subject Project, the Gross Funds received shall be disbursed, distributed, and paid in the following order: a. First, any approved lender(s) and outside vendors to satisfy any pending and open liens, notes, mortgages and incurred legal fees, taxes, and other routine closing costs and expenses; b. Second, to INVESTOR(S) for the full amount of capital invested as annotated above; c. Third to SLD, or affiliated entity, for return of any additional capital provided; d. Fourth, to INVESTOR(S) for their preferred return on investment, and any penalties, as memorialized above; and, 7. SLD shall not cause the subject Project, or underlying property, to be encumbered by any loan, mortgage, or lien, without the written approval of INVESTOR(S), with the exception of primary construction financing provided by DLP CAPITAL — , a lender licensed and regulated by the State of Florida. 8. SLD may not sell, transfer, or otherwise dispose of the subject Project for a price below market value without prior written approval and consent from INVESTOR(S). 9, SLD shall comply and conform with all statutory requirements and coverage limits for Comprehensive Liability Insurance throughout its construction and sale of the subject Project. 10. SLD shall not assign, transfer, or substitute its rights or obligations under this Agreement without the prior written consent of the INVESTOR(S). 11. SLD and INVESTOR(S) each acknowledge that INVESTOR(S) is not an employee, contractor, representative, or business partner with SLD, and that SLD will hold INVESTOR(S) harmless from any legal action, of any nature, that may result in a judgment for monetary damages related and pertaining to subject Project. a F, eFiled Lee County Clerk of Courts Page 22 12. SLD shall in good faith comply with all applicable rules, regulations, laws, and ordinances at all times during its construction of the subject Project, and further commits to all good and acceptable practices of the construction industry. 13. The parties acknowledge that they were provided a copy of this Agreement prior to its execution; that they have had a full and fair opportunity to review this Agreement; and that they have been given the opportunity to consult with and otherwise retain counsel of their choosing. 14.This Agreement represents the entire and complete agreement between the parties and supersedes any and all prior agreements, contracts, representations and warranties between the Parties, whether oral or written regarding any facet of the subject matter herein. 15. The parties acknowledge that the persons signing below, or on their behalf, are expressly authorized to sign this Agreement with the same authority and full force and effect as if the actual Party affixed their signatures hereto. 16. This Agreement shall be interpreted, and the rights and duties of the Parties hereto shall be determined, in accordance with the laws of the State of Florida. 17. The jurisdiction and venue for any dispute arising from or related to this Agreement shall be LEE _ County, Florida. 18. This Agreement may be executed by facsimile transmission or by electronic mail (email) transmission, each of which shall constitute an original. A signature sent by facsimile or a signature sent by email transmission shall be deemed legal and binding, and shall be construed as an original signature. 19. In any proceeding arising from or related to the enforcement and/or interpretation of this Agreement, the prevailing party shall be entitled to recover their costs, which includes reasonable attorneys’ fees, against the non-prevailing party. oeA eFiled Lee County Clerk of Courts Page 23 WHEREAS, the parties agree to the terms and conditions so memorialized above, this th day, of August, 2022 IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the date indicated above. By: STANDARD LAND DEVELOPMENT, LLC Michael Newell and INVESTOR: Better Development, Homes LLC Stephane Paquette 4, Witnesses ae a a of Fonda VE My Cobra SS 977085 lores oun eFiled Lee County Clerk of Courts Page 24 SINGLE JOINT VENTURE AGREEMENT THIS AGREEMENT is made this _18 day of January, 2019, by and between “PARTNER” (“PARTNER”) and STANDARD LAND DEVELOPMENT LLC, a Florida limited liability company (“SLD”), sometimes collectively referred to herein as the “parties”. WITNESSETH: WHEREAS, SLD has requested that PARTNER contribute an amount of capital not to exceed [ $20,000.00 (Twenty Thousand dollars) \(the amount invested at any particular time shall hereinafter be referred to as “Capi