NAA/National Agents Alliance/The Alliance/ Integrity Marketing Group Vs Carey Lawsuit
NAA/National Agents Alliance/The Alliance/ Integrity Marketing Group Vs Carey Lawsuit
Plaintiff,
DEFENDANTS’ ANSWER AND
v. COUNTERCLAIMS
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
1. Admitted.
2. Admitted.
3. Denied.
5. Admitted.
6. Denied.
documents are the best evidence of their terms. To the extent the terms of the written
documents are the best evidence of their terms. To the extent the terms of the written
documents are inconsistent with the allegations of this paragraph, denied. Except as
documents are the best evidence of their terms. To the extent the terms of the written
documents are inconsistent with the allegations of this paragraph, denied. Except as
documents are the best evidence of their terms. To the extent the terms of the written
documents are inconsistent with the allegations of this paragraph, denied. Except as
documents are the best evidence of their terms. To the extent the terms of the written
documents are inconsistent with the allegations of this paragraph, denied. Except as
documents are the best evidence of their terms. To the extent the terms of the written
documents are the best evidence of their terms. To the extent the terms of the written
documents are inconsistent with the allegations of this paragraph, denied. Except as
15. Denied.
16. Denied.
17. Denied.
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
19. Denied.
20. Denied.
21. Denied.
23. Denied.
24. Admitted.
28. Denied.
29. Denied.
30. Denied.
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.
33. 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.
order of this Court, such that no response is necessary. To the extent a response is
required, denied.
35. 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.
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
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.
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.
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
COUNTERCLAIMS
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).
including an Agent Agreement signed by Tawny Carey on or about February 4, 2014 (the
7. Pursuant to the ICA, Jason Carey sold insurance policies and recruited
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
bonuses, incentives, and programs which changed over the course of the years they
10. Tawny Carey, despite having her own Agent Agreement with NAA, never
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
12. For the entire period during which Jason Carey and Tawny Carey worked
for NAA, NAA was functionally controlled by one man: Andy Albright.
or around 2006.
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
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
18. Jason Carey and Tawny Carey were concerned and reasonably believed that
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
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
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’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
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
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
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.
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NAA, they regularly interacted with its parent company Integrity and Integrity’s
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
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
28. By way of further example, NAA agents were directed to Integrity’s human
29. On or around April 28, 2022, Tawny Carey sent an email to Integrity’s
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
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32. The email attached a nineteen page document prepared by Tawny Carey
identifying various concerns with Mr. Albright’s conduct, including numerous examples
discrimination.
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
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
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
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responding to emails from Tawny Carey and Jason Carey concerning Tawny Carey’s
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
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.”
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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
conduct on the part of Mr. Albright, which Tawny Carey directed to Integrity’s
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
46. NAA filed this original complaint in this action just three days after the
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
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ACE the amount of $310,582 and that Jason Carey pay to ACE the amount of $493,779,
49. ACE separately filed suit against the Careys on November 9, 2022
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
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.
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52. The Careys were parties to valid and binding agreements with NAA,
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
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
Mr. Albright, NAA violated the implied covenant of good faith and fair dealing.
62. As a result of NAA’s breaches of contract, the Careys have been harmed in
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
66. NAA further failed to disclose that, in the event of a material breach, the
67. NAA presented the life insurance policies to the Careys and to other agents
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handcuffs” which could theoretically benefit the Careys and other agents only if NAA or
SDAs.
70. NAA and its related entity ACE, based on the pretext that Tawny Carey’s
“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.
practices.
74. NAA’s conduct was undertaken in bad faith, without justification, with
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
applicable law.
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trial, including but not limited to compensatory damages and treble damages;
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.
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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.
OF COUNSEL:
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