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SUPREME COURT OF THE STATE OF NEW YORK

COUNTY OF NEW YORK
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LAIDLAW & COMPANY (UK) LTD.,
MATTHEW EITNER, and JAMES AHERN,
Index No.:

Plaintiffs,
Date Purchased:
-against-

COMPLAINT
KEVIN WILSON,

Defendant.
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Plaintiffs Laidlaw & Company (UK) Ltd., Matthew Eitner, and James Ahern, as and for

their Complaint against defendant Kevin Wilson, allege as follows:

PARTIES

1. Plaintiff Laidlaw & Company (UK) Ltd. ("Laidlaw") is a foreign corporation and

a registered broker-dealer with its United States headquarters located at 546 Fifth Avenue, New

York, New York.

2. Plaintiff Matthew Eitner is Laidlaw's Chief Executive Officer.

3. Plaintiff James Ahern is a Managing Partner and Head of Capital Markets at

Laidlaw.

4. Defendant Kevin Wilson is a former registered representative of Laidlaw. He

resides at 9 Straffordshire Court, Sparta, New Jersey.

JURISDICTION AND VENUE

5. Jurisdiction over Defendant in the Supreme Court of the State of New York and

venue in this County is proper because, among other things, Defendant agreed, pursuant to an

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"Agreement"
Agreement and General Release (the "Agreement"), that legal proceedings from or
any arising

relating to said agreement are to be brought and maintained in this Court. See Agreement at ¶13,

6. Jurisdiction is also proper in this court pursuant to N.Y. CPLR § 302(a) because

Defendant transacted business in this state and this action arises out of the transaction of such

business. Specifically, Defendant had transacted business with Laidlaw and entered into the

agreement that is the subject-matter of this dispute in the State of New York.

7. Venue is also proper in this Court pursuant to N.Y. CPLR § 503. Plaintiffs

designate New York County as the place of trial on the basis of the above and because Laidlaw's

principal place of business is located in New York County.

AS AND FOR A FIRST CAUSE OF ACTION

(Breach of Contract)

8. Defendant is a disgruntled, former registered representative of Laidlaw.

9. At the time of his resignation, Defendant owed $85,891.58 to Laidlaw and its

principals arising from outstanding loans provided to Defendant.

10. On August 21, 2017, Laidlaw and Defendant entered into the Agreement wherein

they agreed to amicable resolve their differences.

11. In consideration for the executory accords provided by Defendant in the

Agreement, Laidlaw agreed that the aforementioned outstanding loan amount owed by

Defendant was forgiven.

12. Among the executory promises agreed to by Defendant, Defendant agreed to a

non-disparagement covenant. Specifically, Defendant "agree[d] that he shall not, directly or

indirectly, in public or in private, depreciate, impugn, disparage or make any remarks that would

or could be construed to defame Laidlaw or Releases, nor shall [Defendant] assist any other

doing."
person, firm, entity or company in so See Agreement at $11.

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"Releases"
13. The Agreement defined as "Laidlaw, its parent corporation, affiliates,

subsidiaries, divisions, successors and assigns, and their current and former employees,

agents;"
attorneys, officers, directors, insurers, plan fiduciaries, and consequently, Messrs. Eitner

and Ahern, who were current officers at the time the Agreement was entered, were intended

third-party beneficiaries of the non-disparagement covenant. See id. at $3.

14. On January 13, 2018, Defendant sent a text message to J.P Ayala that contained a

LIAR"
photo of the movie poster for the movie "LIAR with Mr. Ahern's face superimposed on

Jim Carey's body.

15. In a group text chat, Defendant also made numerous disparaging statements and

remarks concerning Plaintiffs. For instance,

a. On January 16, 2018 at 7:01 p.m., he remarked that "the fat Armenian Ahern

up."
made 9mm last year he told Russo when he was all coked

b. On January 17, 2018 at 11:40 a.m., in response to a text stating "the Matthew

field" -
david Eitner football referencing a prior text discussing a new

basketball arena, Defendant remarked that "Football field there already. That

money."
was relmada and atnm stolen

c. On January 23, 2018 at 3:47 p.m., in response to a query concerning a rumor

at Don Bosco Prep, Defendant remarked, "did the priest blow matt [Eitner] as

kid."
a

16. Further, on March 6, 2018, Defendant sent a series of text message to Laidlaw

registered representative Daniel Kuhar. The first text message was a link to an article entitled,

"Pretenders and Ghosts: Stealth promotion network exploits financial sites to tout stocks |

Sharesleuth...sharesleuth.com". The following text message stated "Those guys shouldn't bend

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soap" -
over for the implying the individuals will be in prison soon. The third and final text

sorry."
message from Defendant stated, "Ooh shitt . Meant for someone else

17. In fact, Defendant's text message was part and parcel of his campaign to

disparage Plaintiffs as he had sent the same article link with similar remarks and/or commentary

to third parties, including Laidlaw's customers. For instance:

a. On March 6, 2018 at 8:45 a.m., using a fabricated email address for "frank

rizzo <[email protected]>", Defendant sent an email to John Tesei, a

lawyer at Gilbride, Tusa, Last & Spellane LLC, in which he stated, "Hope

Eitner and Ahern have fun in prison. What happens when Barry Honig and

Harvey Kesner Rat them out and Laidlaw goes down getting the trusts sued by

hundreds of clients. Coolong [Laidlaw's Chief Financial Officer] has 2 sets of

books, you guys have been duped for years while two uneducated hustlers

[Eitner/Ahern] bought hookers, drugs and beach houses. All the while these

two morons have donated more money to there (sic) high schools than they

pay Mary and Steven for these fake deals. You guys have been played for

years!!!" !!!"
years and then Defendant provided the same sharesleuth article link that

he had mistakenly sent to a Laidlaw registered representative.

i. The reference to prison is the similar to Defendant's reference to

soap"
"shouldn't bend over for the in his text to Mr. Kuhar.

"drugs"
ii. The reference to the is similar to Defendant's statement that

up"
Mr. Ahern was "all coked and the reference to beach houses was

similar to Defendant's statement in the group text chats about Messrs.

(sic)."
Eitner and Ahern's "vacation hoses

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iii. The reference to "these two morons have donated more to there
money

schools"
(sic) high is similar to Defendant's text messages about the

field"
"Matthew david Eitner football and "Football field there

money."
already. That was relmada and atnm stolen

b. On March 7, 2018 at 2:45 p.m., using the fabricated Frank Rizzo email

address, Defendant sent an email to a Laidlaw customer at his email address

«d."
[email protected]~ in which he stated, id] is a scam and liable for

your losses. Get your money out before fbi seizes it. You have been played

for years by this group of pump and dump scam artists !! Google Barry Honig

back"
and get your hard earned money and then Defendant provided the same

sharesleuth article link that he had mistakenly sent to a Laidlaw registered

representative.

18. Laidlaw performed its obligations under the contact.

19. Defendant intentionally and maliciously breached the non-disparagement

Plaintiffs'
covenant of the Agreement with the purpose of impugning reputations in such a

manner that would or could be construed to defame Plaintiffs - statements

including implying

that they had broken the law or were criminals.

20. Defendant published such disparaging statements and remarks to third-parties,

including Laidlaw's customers, to damage Laidlaw's relationships with its customers and to

Plaintiffs'
harm business.

Plaintiffs'
21. As a result of Defendant's breach of the non-disparagement covenant,

relationships with their customers have been harmed and their reputations with others for whom

they conduct business have been harmed in an amount to be determined at trial.

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AS AND FOR A SECOND CAUSE OF ACTION

(Breach of Contract - Specific Performance)

22. Plaintiffs repeat and re-allege the allegations set forth above as if fully set forth

herein.

23. In exchange for valuable consideration - the forgiveness of an acknowledge debt

owed - Defendant limited his free speech to the non-

contractually rights by agreeing

disparagement clause in the Agreement.

24. Defendant has breached the non-disparagement clause and will continue to do so

unless restrained by this Court.

25. Because the full breadth of Defendant's conduct may never be determined and for

which monetary damages may be difficult to fully measure, there is no adequate remedy at law.

26. Plaintiffs, therefore, request that the Court enter a permanent injunction against

Defendant compelling his specific performance with the non-disparagement clause in the

Agreement.

AS AND FOR A THIRD CAUSE OF ACTION

(Monies Owed)

27. Plaintiffs repeat and re-allege the allegations set forth in the above as if fully set

forth herein.

28. In consideration for the accords set forth in the Agreement, Laidlaw had forgiven

the $85,891.58 to Laidlaw and its principals as the result of outstanding loans provided to

Defendant - a specific amount owed for which Defendant had agreed.

29. Non-disparagement clauses in agreements are executory in nature because they

may only be satisfied by future performance with no specific end date. See goldberg v. AIA N.

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Am. Inc., No. 653621/2016, 2017 N.Y. Misc. LEXIS 4528, at *23-24 (Sup. Ct., N.Y. Co. Nov. 9,

2017).

30. As a result of Defendant's breach of the Agreement and the accord -

executory

the non-disparagement clause - Laidlaw is entitled to assert its rights under the claims that are

the subject of the Agreement or assert its rights under the Agreement. See C3 Media & Mktg.

Group, LLC v. FirstGate Internet, Inc., 419 F.Supp.2d 419, 434 (S.D.N.Y. 2005) (applying New

York law).

31. In the alternative to its claim for breach of the Agreement, Laidlaw sues herein to

recover the $85,891.58 owed to it - an amount previously admitted and acknowledged by

Defendant as owing to Laidlaw.

32. By reasons of the foregoing, Laidlaw demands judgment against Defendant in the

amount of $85,891.58, together interest thereon.

AS AND FOR A FOURTH CAUSE OF ACTION

(Defamation Per Se)

33. Plaintiffs repeat and re-allege the allegations set forth in the above as if fully set

forth herein.

34. Defendant has published, via text messages and emails, false and defamatory

statements of fact to third-parties, including Laidlaw's clients.

35. These defamatory statements include the false statements that:

a. Mr. Ahern was "coked up";

b. Mr. Eitner had "stolen money";

c. "Hope Eitner and Ahern have fun in prison";

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d. Laidlaw has "2 sets of books, you guys have been duped for years while two

uneducated hustlers [Eitner and Ahern] bought hookers, drugs and beach

houses"; and

e. "Laidlaw is a scam and liable for your losses. Get your money out before fbi

seizes it. You have been played for years by this group of pump and dump

!!"
scam artists

36. These false statements tend to injury Plaintiffs in their business, trade or

profession and/or charge them with a serious crime; consequently, they are defamation per se.

See Liberman v. Gelstein, 80 N.Y.2d 429, 435 (1992); see also Sharratt v. Hickey, 20 A.D.3d

734, 735 (3rd Dept. 2005).

37. As a result of Defendant's defamatory statements, Defendant has injured

Plaintiffs'
reputations in an amount to be determined at trial as well as punitive damages to

punish and deter Defendant from similar conduct in the future.

WHEREFORE, Plaintiffs Laidlaw & Company (UK) Ltd., Matthew Eitner, and James

Ahern demand judgment as follows:

(a) On the First Cause of Action, in favor of Plaintiffs and against Defendant in an

amount to be determined at trial, together with interest thereon;

(b) On the Second Cause of Action, in favor of Plaintiffs and against Defendant for a

permanent injunction against Defendant compelling his specific performance with

the non-disparagement clause in the Agreement;

(c) On the Third Cause of Action, in favor of Plaintiff Laidlaw and against Defendant

in an amount of $85,891.58, together with interest thereon;

(d) On the Fourth Cause of Action, in favor of Plaintiffs and against Defendant in an

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amount to be determined at trial as well as punitive damages to punish and deter

Defendant from similar conduct in the future; and

(e) For such other and further relief as the Court deems just, equitable and proper.

Dated: March 15, 2018

New York, New York

Respectfully submitted,

SICHENZIA ROSS F NCE KESNER LLP

Richa J nick Jr.,Esq.

37"1
118 AvenuToÏf the Americas, Floor

New York, New York 10036

(212) 930-9700

Attorneys for Plaintiffs

Laidlaw & Company (UK) Ltd., Matthew Eitner,
and James Ahern

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