NAA/National Agents Alliance/The Alliance/ Integrity Marketing Group Vs Carey Lawsuit

IN THE UNITED STATES DISTRICT COURT
FOR THE MIDDLE DISTRICT OF NORTH CAROLINA

Civil Action No.: 1:22-cv-850
SUPERIOR PERFORMERS, LLC, D/B/A

NATIONAL AGENTS ALLIANCE,
Plaintiff,
DEFENDANTS’ ANSWER AND
v. COUNTERCLAIMS
JASON W. CAREY and TAWNY D.

CAREY
Defendants.
NOW COME Defendants Jason W. Carey (“Mr. Carey”) and Tawny D. Carey
(“Ms. Carey”) (Collectively, “Defendants” or the “Careys”), and for their Answer and
Counterclaims to Plaintiff Superior Performers, LLC d/b/a National Agents Alliance
(“Plaintiff” or “NAA”)’s First Amended Complaint state as follows:
1. Admitted.
2. Admitted.
3. Denied.
4. The allegations of this paragraph state a legal conclusions which require no
response. To the extent a response is required, denied.
5. Admitted.
6. Denied.
7. The allegations of this paragraph refer to written documents, which
documents are the best evidence of their terms. To the extent the terms of the written
Case 1:22-cv-00850-TDS-LPA Document 23 Filed 02/22/24 Page 1 of 20

documents are inconsistent with the allegations of this paragraph, denied. Except as
expressly admitted herein, denied.

14. This paragraph states a legal conclusion to which no response is required.
To the extent a response is required, denied.
15. Denied.
16. Denied.
17. Denied.
18. Denied. It is specifically denied that Tawny Carey created a distributed a
nineteen-page memorandum that contained multiple false and disparaging statements, as
the document in question contained accurate complaints of sexual harassment and
unprofessional behavior from Andy Albright, and the document was sent only to NAA’s
parent company’s senior management and discussed only with NAA’s parent company’s
senior management, legal, and human resources.
19. Denied.
20. Denied.
21. Denied.

22. It is admitted that Jason Carey filed a complained with the NDBI in
October 2022. The remaining allegations of this paragraph are denied.
23. Denied.
24. Admitted.
FIRST CAUSE OF ACTION
25. The foregoing responses are incorporated herein by reference.
28. Denied.
29. Denied.
30. Denied.
SECOND CAUSE OF ACTION
31. The foregoing responses are incorporated herein by reference.
32. This allegation relates to a cause of action which has been dismissed by
order of this Court, such that no response is necessary. To the extent a response is
required, denied.
required, denied.

required, denied.
required, denied.
FIRST AFFIRMATIVE DEFENSE
NAA’s claims against Defendants are barred, in whole or in part, because NAA
committed a prior material breach of the applicable contracts including but not limited to
NAA committing a breach of the implied covenant of good faith and fair dealing by
intentionally misconstruing and misrepresenting a good faith complaint of sexual
harassment, discrimination, and other inappropriate behavior as an act of defamation and
using this complaint as pretext to declare a material breach of various agreements.
SECOND AFFIRMATIVE DEFENSE
NAA’s claims against Defendants are barred, in whole or in part, by the doctrines
of equitable estoppel, unclean hands, and in pari delicto because NAA should not benefit
from its own wrongful conduct as described further in the counterclaims asserted by
Defendants infra.

THIRD AFFIRMATIVE DEFENSE
NAA’s claims against Defendants are barred, in whole or in part, because Tawny
Carey’s complaint against Mr. Albright is not defamatory because the content of her
complaint is true.
FOURTH AFFIRMATIVE DEFENSE
NAA’s claims against Defendants are barred, in whole or in part, because
Defendants entered into certain relevant agreements under duress.
FIFTH AFFIRMATIVE DEFENSE
NAA’s claims are Defendants are barred, in whole or in part, because the relevant
agreements are illegal and unconscionable including but not limited to because they
contain unlawful restraints on trade.
COUNTERCLAIMS
1. Jason Carey is a citizen and resident of the State of Nevada.
2. Tawny Carey is a citizen and resident of the State of Nevada.
3. Jason Carey and Tawny Carey are husband and wife.
4. NAA is a Delaware limited liability company with its principal place of
business in Alamance County, North Carolina.
5. The amount in controversy exceeds $75,000. The Court has jurisdiction
over this matter pursuant to 28 U.S.C. §§ 1332 and 1367. All parties have consented to
jurisdiction and venue in this Court. Venue in this Court is also proper pursuant to 28
U.S.C. § 1391(b).

6. Jason Carey and Tawny Carey signed various contracts with NAA,
including an Agent Agreement signed by Tawny Carey on or about February 4, 2014 (the
“Agent Agreement”) and an Independent Contractor Agreement signed by Jason Carey
on or about July 6, 2019 (the “ICA”).
7. Pursuant to the ICA, Jason Carey sold insurance policies and recruited
additional agents to sell insurance policies on behalf of NAA.
8. Jason Carey was paid commissions by NAA based on certain percentages
of the fees generated from policies that they sold directly, as well as certain percentages
of the fees generated from other agents who were recruited by them or who otherwise
reported to them (the “Downline Agents”).
9. Jason Carey also received compensation in the form of various other
bonuses, incentives, and programs which changed over the course of the years they
worked for NAA.
10. Tawny Carey, despite having her own Agent Agreement with NAA, never
received the benefit of her Agent Agreement.
11. NAA effectively believed that any spouses who performed services for
NAA should be treated as one legal person. As such, any commissions that Tawny Carey
was entitled to or any compensation she earned by virtue of work performed under her
Agent Agreement was paid to Jason Carey directly.
12. For the entire period during which Jason Carey and Tawny Carey worked
for NAA, NAA was functionally controlled by one man: Andy Albright.

13. Mr. Albright has been the CEO of NAA or its predecessor entities since in
or around 2006.
14. NAA was acquired by Integrity Marketing Group, LLC (“Integrity”) in or
around 2020.
15. Mr. Albright remains the CEO of NAA despite Integrity’s purchase of
NAA.
16. Mr. Albright exercised control over all aspects of the business of agents of
NAA, including but not limited to directly making decisions about compensation and
bonuses, directly changing policies and qualifications for bonuses, taking Downstream
Agents away from given agents, and changing them to Downstream Agents of other
agents, and making other decision which directly impacted the compensation and
business of agents of NAA, including Jason Carey and Tawny Carey.
17. Mr. Albright exercised control over his agents, including Jason Carey and
Tawny Carey, through means such as requiring them to attend multiple in-person
conferences and related social events each year, calling them at home, often as late as
1:00 a.m. or 2:00 a.m. and talking for prolonged periods of time about work issues and
unrelated and inappropriate personal issues, and through similar conduct.
18. Jason Carey and Tawny Carey were concerned and reasonably believed that
if they refused to attend conferences or in-person events, refused to answer Mr.
Albright’s late-night phone calls, or otherwise challenged or pushed back on any of Mr.
Albright’s inappropriate or unprofessional conduct, that Mr. Albright would punish them

in their work by withholding bonuses, withholding business or leads, shifting
Downstream Agents away from Jason Carey, or otherwise causing them professional
harm.
19. Mr. Albright regularly mentioned in conversations with the Careys and
others that he had the ability to take away agents’ Downline Agents if he did not like
what the agents were doing.
20. Mr. Albright repeatedly introduced bonus plans/schemes and then
unilaterally made changes to the qualifications and/or criteria for earning such bonuses,
including but not limited to creating something called GLO bonuses and then changing
how such bonuses were earned and paid after the fact.
21. In or around late 2018, agents of NAA informed the Careys that they were
being awarded premium finance life insurance policies, which the Careys were told were
a gift to the top 50 earners and/or couples who made at least $250,000.00 per year with
NAA. Specifically, these policies were described as a form of deferred compensation to
NAA’s top agents. Mr. Albright stated that he was inspired to provide this additional
compensation to NAA’s top agents by news stories stating that University of Michigan
had done something similar for football coach Jim Harbaugh in 2016. NAA did not
disclose to the Careys that there were any additional “strings” attached to this
compensation, or that the Careys could in any way become liable to NAA or any other
entity as a result of accepting these policies.

22. On or around October 23, 2018, the Careys were asked to sign life
insurance applications in order to receive this additional compensation. The Careys were
not advised that there would be any additional documents to complete, including but not
limited to split dollar agreements or additional collateral assignment agreements.
23. Only a few days before the Careys were to be publicly “awarded” the life
insurance policies at NAA’s 2019 National Convention, the Careys were asked to sign
various documents related to the insurance policies including split dollar agreements and
related collateral assignment agreements (collectively the “SDAs”). The SDAs were
contracts with a separate entity also controlled by Mr. Albright – Alliance Commission
Enhancement, LLC (“ACE”). The Careys were not given a meaningful opportunity to
review the SDAs prior to signing because of urgency created by NAA explaining that the
documents needed to be submitted altogether from all recipients prior to the National
Conventions.
24. The presentation of the life insurance policies to the Careys was included in
NAA’s 2019 National Convention on January 24, 2019, and the policies were publicly
“awarded” on stage in a crowded convention center and described as a “$30 million
contract” to a roomful of cheers. After the policies were “awarded,” a speaker said “I’ve
never seen it happen in the industry before. Somebody to give this much money away.”
In short, NAA staged a public presentation of the awarding of life insurance policies to
certain agents and held out the presentation of these policies as if it were a true gift of
additional compensation.
10

25. Although Jason Carey and Tawny Carey had a contractual relationship with
NAA, they regularly interacted with its parent company Integrity and Integrity’s
employees and management as if they were employees and management of NAA.
26. By way of example, after Integrity acquired NAA, Jason Carey was paid
directly by Integrity rather than NAA, and Integrity issued Form 1099s to Jason Carey
reflecting payments from Integrity to the Careys.
27. Tawny Carey never directly received a 1099 from either NAA or Integrity,
and, instead, Integrity issued one 1099 to Jason Carey that encompassed the
compensation to which both he and Tawny Carey were entitled.
28. By way of further example, NAA agents were directed to Integrity’s human
resources department for any human resources issues.
29. On or around April 28, 2022, Tawny Carey sent an email to Integrity’s
management in an effort to raise serious concerns regarding Andy Albright’s conduct.
30. This email was sent to six members of Integrity’s management, who Tawny
Carey thought were the appropriate parties to whom to address such a concern, with
Jason Carey copied on the email, and the email salutation read “Dear Human Resources”.
31. The body of the email stated that Tawny Carey was writing to make a
formal complaint against Andy Albright for sexual harassment and sexual discrimination,
stating that Mr. Albright’s conduct was creating a hostile work environment impacting
Tawny Carey’s ability to perform her job duties, that Tawny and Jason Carey requested
that Integrity investigate the complaint against Mr. Albright, and that Tawny and Jason
11

Carey requested a meeting with Integrity’s management to “discuss this matter, put an
end to this inappropriate treatment and decide how it should be addressed.”
32. The email attached a nineteen page document prepared by Tawny Carey
identifying various concerns with Mr. Albright’s conduct, including numerous examples
of inappropriate and unprofessional conduct, sexual harassment, and sex-based
discrimination.
33. A copy of that email and attachment is attached hereto as Exhibit 1.
34. On May 2, 2022, Integrity’s Chief Legal Officer Jayne Rothman responded
to Tawny Carey’s email and stated that Integrity was in receipt of her complaint and was
reviewing it. Ms. Rothman requested that Ms. Carey limit her communication regarding
the matter to Ms. Rothman and/or Rachelle McReynolds with Integrity.
35. Tawny Carey and Jason Carey exchanged multiple emails with Ms.
Rothman and Ms. McReynolds throughout May 2022 and the Careys had at least two
telephone conversations with Ms. Rothman during that time.
36. Tawny Carey and Jason Carey exchanged additional emails with Ms.
Rothman and Ms. McReynolds in June and July 2022 and were led to believe that
Integrity was investigating Tawny Carey’s complaints regarding Mr. Albright’s actions.
37. On or around July 25, 2022, Tawny Carey and Jason Carey travelled to
Dallas, Texas to meet with Ms. Rothman and with Tom Dempsey, Integrity’s Chief
Distribution Officer, at Integrity’s offices to discuss Tawny Carey’s complaint and
concerns regarding Mr. Albright.
12

38. Shortly after the July 25, 2022 meeting, Integrity’s management stopped
responding to emails from Tawny Carey and Jason Carey concerning Tawny Carey’s
complaint about Mr. Albright.
39. Finally, in late August 2022, Ms. Rothman email Tawny Carey and Jason
Carey in order to arrange a date where the Careys, Mr. Albright, outside counsel for
NAA, and other members of Integrity’s management could meet to discuss Ms. Carey’s
complaint. A meeting date of September 9, 2022 was agreed upon between the parties.
40. This was the first time that Tawny Carey and Jason Carey were notified
that Mr. Albright had been made aware of Tawny Carey’s complaints against him, and
the Careys were concerned that Mr. Albright would retaliate against them through his
control of NAA.
41. Tawny Carey and Jason Carey notified Integrity that they had hired outside
counsel to represent them and to participate in the September 9, 2022 meeting.
42. Integrity cancelled the September 9, 2022 meeting.
43. On October 4, 2022, Jason Carey and Tawny Carey received a letter from
NAA’s outside counsel stating that they were each terminated for cause, effective
immediately, from all relationships and agreements that they had with NAA and any
affiliated companies. This letter stated that the termination was “due to various actions
on [the Careys’] part, including but not limited to [the Careys’] disparagement of NAA
and individuals associated with it, as well as other conduct detrimental to NAA and
Integrity.”
13

44. Tawny Carey and Jason Carey are not aware of any conduct on their own
parts which could be considered detrimental to NAA and Integrity or disparaging to NAA
and “individuals associated with it,” unless the letter refers to Tawny Carey’s good faith
complaint of sexual harassment, sex-based discrimination, and other unprofessional
conduct on the part of Mr. Albright, which Tawny Carey directed to Integrity’s
management and attempted to resolve through dealings with Integrity’s management,
legal counsel, and human resources department as directed by Integrity.
45. NAA’s termination of Tawny Carey and Jason Carey was not legitimately
“for cause,” and was solely a pretext to terminate two agents who had dared to challenge
Mr. Albright’s improper conduct.
46. NAA filed this original complaint in this action just three days after the
Careys were notified of their termination, on October 7, 2022.
47. On October 13, 2022, Tawny Carey and Jason Carey received an additional
letter from NAA’s outside counsel notifying them that the Split Dollar Agreements
entered into by the Carey’s were being terminated and that the Carey’s interests in such
policies were forfeited. This letter claimed that the basis for this termination was that the
Carey’s breached their obligations to NAA as set out in the original complaint filed in
this action, and because the Careys made statement[s]… that NAA believes will…have a
materially adverse effect on the business, assets, or financial condition” of ACE, NAA, or
any affiliated company.
14

48. The October 13, 2022 letter further demanded that Tawny Carey pay to
ACE the amount of $310,582 and that Jason Carey pay to ACE the amount of $493,779,
those amounts purportedly constituting of the outstanding liabilities of each policy.
49. ACE separately filed suit against the Careys on November 9, 2022
regarding the SDAs and the outstanding liabilities of each policy.
50. In short, Tawny Carey and Jason Carey were engaged with NAA as agents
for over sixteen years. In that time, the Careys built a highly successful and profitable
business through Jason Carey’s own sales efforts and through recruiting effective
Downline Agents, which was profitable both for them and for NAA. Jason Carey and
Tawny Carey were well-known agents and were featured heavily throughout NAA’s
training videos and other marketing materials. However, once Tawny Carey was brave
enough to raise concerns of Mr. Albright’s inappropriate and unprofessional conduct
towards her and others to management, Tawny Carey and Jason Carey had their business
and livelihood destroyed. Their agreements were terminated, they immediately lost all
sources of income they had developed during their time with the NAA and, to add insult
to injury, NAA and its related entity ACE twisted the Split Dollar Agreements, which had
been deceitfully described to the Careys as a benefit of working for NAA, into a financial
penalty for daring to challenge Mr. Albright by cancelling or transferring the policies to
the benefit of ACE and demanding that the Careys pay ACE hundreds of thousands of
dollars.
15

FIRST CLAIM FOR RELIEF
Breach of Contract
51. The foregoing allegations are incorporated herein by reference.
52. The Careys were parties to valid and binding agreements with NAA,
including the ICA and the Agent Agreement.
53. Jason Carey fulfilled all terms and obligations under the ICA.
54. Tawny Carey fulfilled all terms and obligations under the Agent
Agreement.
55. At the time of the Careys’ termination, certain commission payments were
owed to the Careys from NAA under the ICA and Agent Agreement.
56. To date, Tawny Carey has never received any benefit from the Agent
Agreement from either NAA or Integrity.
57. NAA, in breach of the ICA and Agent Agreement, wrongfully withheld
these commission payments and failed to pay these commission payments to the Careys.
58. NAA, in breach of the ICA and Agent Agreement, wrongfully repudiated
the ICA and Agent Agreement by terminating the Careys under the guise that the Careys
disparaged NAA, when, in reality, the Careys submitted legitimate complaints of sexual
harassment to a select few management individuals who dealt with human resources and
legal issues. NAA continues to deny any obligation or responsibility under the
agreements.
59. The ICA and Agent Agreement between the Careys and NAA contain
implied covenants of good faith and fair dealing.

16

60. By terminating the Careys in retaliation for Tawny Carey’s complaint about
Mr. Albright, NAA violated the implied covenant of good faith and fair dealing.
61. The conduct of NAA as described herein constitutes breaches of the
contracts between the Careys and NAA.
62. As a result of NAA’s breaches of contract, the Careys have been harmed in
an amount to be proven at trial, including but not limited to compensatory damages,
costs, and attorneys’ fees.
SECOND CLAIM FOR RELIEF

Unfair and Deceptive Trade Practices (N.C. Gen. Stat. 75-1.1 et seq.)
63. The foregoing allegations are incorporated herein by reference.
64. NAA presented the idea of premium finance life insurance policies for high
earning agents to the Careys as a form of gift from NAA, or as another form of deferred
compensation.
65. NAA failed to disclose that, in order to receive these life insurance policies,
the Careys would be required to execute the SDAs which purportedly allow the life
insurance policies to be forfeited at any time NAA unilaterally declares that the Careys
committed a material breach as that term is defined in the SDAs.
66. NAA further failed to disclose that, in the event of a material breach, the
Careys could be liable to ACE for significant sums of money.
67. NAA presented the life insurance policies to the Careys and to other agents
at NAA as a reward and a financial perk.
17

68. To the contrary, the life insurance policies and SDAs were, at best, “golden
handcuffs” which could theoretically benefit the Careys and other agents only if NAA or
ACE never terminated the policy or declared a material breach.
69. NAA deliberately and willfully misconstrued Tawny Carey’s complaint
concerning Mr. Albright as a form of disparagement constituting a material breach of the
SDAs.
70. NAA and its related entity ACE, based on the pretext that Tawny Carey’s
good faith complaint to Integrity’s management was actually improper disparagement,
“brought down the hammer” by terminating the Careys, recalling the life insurance
policies, and demanding that the Careys repay hundreds of thousands of dollars to ACE.
71. NAA’s conduct as described herein constituted unfair or deceptive acts or
practices.
72. NAA’s actions were in or affecting commerce.
73. NAA’s conduct was willful, wanton, and intentional.
74. NAA’s conduct was undertaken in bad faith, without justification, with
malice, and was improper.
75. As a direct and proximate result of NAA’s conduct, Jason Carey and
Tawny Carey have been damaged in an amount to be proven at trial including but not
limited to compensatory damages, treble damages, and attorney fees as allowed by
applicable law.
WHEREFORE, Jason Carey and Tawny Carey request that:
18

1. NAA have and recover nothing from Defendants;
2. Defendants recover damages from NAA in an amount to be determined at
trial, including but not limited to compensatory damages and treble damages;
3. Defendants recover an award of attorneys’ fees from NAA;
4. The costs of this action be taxed against NAA;
5. That the Court allow Defendants a jury trial on all triable issues; and
6. The Court award Defendants such other relief as the Court deems proper.
This the 22nd day of February, 2024.
/s/ Benjamin P. Hintze

Jeffrey S. Southerland
N.C. State Bar No. 34221
[email protected]
Benjamin P. Hintze
[email protected]
Alexandria B. Morgan
[email protected]
TUGGLE DUGGINS P.A.
P.O. Box 2888
Greensboro, NC 27402
Telephone: 336-378-1431
Facsimile: 336-274-6590
Attorneys for Defendants Jason W.
Carey and Tawny D. Carey
OF COUNSEL:
TUGGLE DUGGINS P.A.
P.O. Box 2888
Greensboro NC 27402
Telephone: (336) 378-1431
Facsimile: (336) 274-6590
19

CERTIFICATE OF SERVICE
The undersigned hereby certifies that the foregoing document was this date
electronically filed and served on all parties to this action through the Court’s CM/ECF
system.
This the 22nd day of February, 2024.
/s/ Benjamin P. Hintze

Benjamin P. Hintze
Attorney for Defendants
OF COUNSEL:
TUGGLE DUGGINS P.A.

Post Office Box 2888
Greensboro, North Carolina 27402
Telephone: (336) 378-1431
Facsimile: (336)274-6590
20

NAA/National Agents Alliance/The Alliance/ Integrity Marketing Group Vs Carey Lawsuit

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IN THE UNITED STATES DISTRICT COURT

FOR THE MIDDLE DISTRICT OF NORTH CAROLINA

SUPERIOR PERFORMERS, LLC, D/B/A

JASON W. CAREY and TAWNY D.

Counterclaims to Plaintiff Superior Performers, LLC d/b/a National Agents Alliance

(“Plaintiff” or “NAA”)’s First Amended Complaint state as follows:

4. The allegations of this paragraph state a legal conclusions which require no

response. To the extent a response is required, denied.

7. The allegations of this paragraph refer to written documents, which

Case 1:22-cv-00850-TDS-LPA Document 23 Filed 02/22/24 Page 1 of 20

expressly admitted herein, denied.

8. The allegations of this paragraph refer to written documents, which

expressly admitted herein, denied.

9. The allegations of this paragraph refer to written documents, which

expressly admitted herein, denied.

10. The allegations of this paragraph refer to written documents, which

expressly admitted herein, denied.

11. The allegations of this paragraph refer to written documents, which

expressly admitted herein, denied.

12. The allegations of this paragraph refer to written documents, which

Case 1:22-cv-00850-TDS-LPA Document 23 Filed 02/22/24 Page 2 of 20

expressly admitted herein, denied.

13. The allegations of this paragraph refer to written documents, which

expressly admitted herein, denied.

14. This paragraph states a legal conclusion to which no response is required.

To the extent a response is required, denied.

18. Denied. It is specifically denied that Tawny Carey created a distributed a

nineteen-page memorandum that contained multiple false and disparaging statements, as

the document in question contained accurate complaints of sexual harassment and

senior management, legal, and human resources.

Case 1:22-cv-00850-TDS-LPA Document 23 Filed 02/22/24 Page 3 of 20

October 2022. The remaining allegations of this paragraph are denied.

FIRST CAUSE OF ACTION

25. The foregoing responses are incorporated herein by reference.

26. This paragraph states a legal conclusion to which no response is required.

To the extent a response is required, denied.

27. This paragraph states a legal conclusion to which no response is required.

To the extent a response is required, denied.

SECOND CAUSE OF ACTION

31. The foregoing responses are incorporated herein by reference.

Case 1:22-cv-00850-TDS-LPA Document 23 Filed 02/22/24 Page 4 of 20

FIRST AFFIRMATIVE DEFENSE

intentionally misconstruing and misrepresenting a good faith complaint of sexual

harassment, discrimination, and other inappropriate behavior as an act of defamation and

using this complaint as pretext to declare a material breach of various agreements.

SECOND AFFIRMATIVE DEFENSE

Case 1:22-cv-00850-TDS-LPA Document 23 Filed 02/22/24 Page 5 of 20

FOURTH AFFIRMATIVE DEFENSE

NAA’s claims against Defendants are barred, in whole or in part, because

Defendants entered into certain relevant agreements under duress.

FIFTH AFFIRMATIVE DEFENSE

contain unlawful restraints on trade.

1. Jason Carey is a citizen and resident of the State of Nevada.

2. Tawny Carey is a citizen and resident of the State of Nevada.

3. Jason Carey and Tawny Carey are husband and wife.

4. NAA is a Delaware limited liability company with its principal place of

business in Alamance County, North Carolina.

5. The amount in controversy exceeds $75,000. The Court has jurisdiction

Case 1:22-cv-00850-TDS-LPA Document 23 Filed 02/22/24 Page 6 of 20

“Agent Agreement”) and an Independent Contractor Agreement signed by Jason Carey

on or about July 6, 2019 (the “ICA”).

additional agents to sell insurance policies on behalf of NAA.

8. Jason Carey was paid commissions by NAA based on certain percentages