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IN THE CIRC UIT COU RT OF THE ELEV ENTH JUDl

CIAL CIRCUIT, IN
AND FOR MIAM I DAD E COU NTY, FLOR IDA

S&A CAPI TAL PART NERS , INC.,

Case No. 2017-018899
Division CA-0 l
Plaintiff,

V.

FIRS T AME RICA N BAN K, as

successor by merger to Bank of
Coral Gables, LLC,

Defendants.

AMENDED COMPLAINT

Plaintiff, S&A CAPI TAL PART NERS , INC. (hereinafte

r "S&A "), by and through its
undersigned counsel, sues Defen dant FrRS T AMERJCA
N BAN K ("hereinafter " FAB") , and
alleges as fo llows :

I. This is an action for breach of contract and in the altern

ative, for conversion.

PARTIES
2. Plain tiff S&A is a Florida corpo ration with its principal
place of busin ess in Brow ard
County, Florida.

3. Defendant FAB is an lllinois banking corporation with

its principal place of business in
Elk Grove Village, Illinois. Defendant FAB transacts
business in the state of Florida,
including in Miami-Dade County.

4. Defendant FAB merged with Bank of Coral Gables, LLC

(the "Lender") on Dece mber 5,
2014 , acquiring the assets and assuming the contractua
l obligations of the Lender. FAB
stand s in the shoes of the Lender and is liable for all of the
dama ges sought herein.

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JURISDICTION AND VENUE

5. This Court has subject matter jurisdiction pursuant to Fla. Stat.

§26.012 as the amou nt at
issue in this action exceeds $15,000.00, exclus ive of interest,
costs, and attorneys' fees.
6. Venue is proper in Miami-Dade County as the various agreem
ents that comp rise the
contractual undertaking between S&A and FAB' s predecessor,
the Lender, include a
Choice of Venue provis ion that "[i]f there is a lawsuit, Borro
wer [S&A] agrees upon
Lender's request to submi t to the jurisdiction of the courts of
Miami-Dade Coun ty, State
of Florida."

7. FAB, standing in the shoes of the Lende r, advised S&A by letter

on Decem ber 12, 2016
that if S&A intended to assert any claim or cause of action relatin
g to the agreements, that
FAB insisted the claim be brought in Miami-Dade County. A
true and correct copy of the
Decem ber 12, 2016 letter from FAB to S&A is attached as Exhib
it A.

FACTS SUPPORTING REQUESTED RELIEF

8. All conditions precedent to this action have been performed or

waived.
9. Plaint iff sough t a busine ss line of credit ("BLOC") from LEND
ER as an additional source
of capital to fund its business operations.

I 0. On January 7, 2009, in continuation of past dealings between

S&A and the Lende r, S&A
executed a series of contractual agreements with the LEND ER
to obtain a BLOC in the
principal amount of $240,000.00. These various agreements
included the follow ing: (a)
Business Loan Agreement; (b) Credi t Agreement; (b) Comm
ercial Secur ity Agreement;
(c) Mortgage Warehouse Security Agree ment; (d) Commercial
Guaranty by each ofS& A's
principals; (e) Errors & Omissions Agreement; and (t) Subordinati
on Agreement by each
of S&A' s principals. A composite of all of these agreements
is attached as Exhibit B.

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11. The BLOC was secured by an all asset filing by S&A. The all asset financing statemen
t,
numbered 2008074 0650 t, was filed by the Lender with the Florida Secretary of State
on
January 11, 2008, a copy of which financ ing statemen t is attached as Exhibit C.

12. Pursuan t to the Mortgag e Warehouse Security Agreem ent executed by S&A and
the
Lender, S&A agreed to provide Mortgag e Package s to the Lender for the loans held
by
S&A that were being pledged as collateral for the BLOC. S&A provided these Mortgag
e
Packages for the loans S&A owned from the following borrowers, and at no time did
the
Lender object to the contents of the Mortgage Packages that were sent:

(a) John W. Briggs and Theresa K. Matthew-Briggs;

(b) Ronald A. Bunting;

(c) Gordon J. Cady and Darlene Cady;

(d) Iona Carr;

(e) Pamshnela Cooley-Bradley;

(f) Carl W. Purvis Ill and Suzette M. Purvis;

(g) Johnnie Washington; and

(h) Mytrice S. Winchester.

I3. The Mortgag e Package that was sent by S&A to the Lender relating to the Johnnie

Washington loan included the following items:

(a) Novemb er 8, 1996 Retail fnstallm ent Contrac t between Decor Aluminu m, lnc.
and
Johnnie Washington;

(b) Novemb er 8, 1996 Mortgag e Deed between Decor Aluminu m, Inc. and Johnnie

Washington;

(c) January 21 , 1997 Assignment of Mortgage or Deed of Trust from Decor Aluminu
m,

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Inc. to The Mon ey Stor e;

(d) Febr uary 20, 2007 Assi gnm ent of Mor tgag
e from Wac hovi a Equity Serv icing LLC , as
succ esso r by merger to Hom Eq Serv icing Corp
oration, as succ esso r by merg er to TMS
Mor tgag e, Inc., d/b/a The Mon ey Store, to S&A
;
(e) Janu ary 3, 2008 Collatera l Assignm ent
of Mor tgag e by S&A to the Lend er; and
(t) January 7, 2008 Allo nge to Mor tgag e Note
by S&A to the Lend er. A copy of this
Mor tgag e Package is attached as com posite
Exh ibit D.
14. The Collateral Assignments of Mor tgag e did
not assig n the unde rlying mortgage to the
Lender, but were mea nt to give Lend er cust
ody of each retail note pledged as security for
the BLOC, including the John nie Washing
ton Retail Note . Unle ss and until ther e was
a
defa ult unde r the BLO C, the beneficial inter
est in the note and underlying mortgage was
retained by S&A .

15. S&A mad e draw s on the equi ty line of cred

it.
16. S&A paid the draw s in full.

17. FAB did not fil e a UCC Term inati on Stat eme
nt nor an exte nsio n of the UCC Financin g
Statement, and the UCC Fina ncing Statemen
t expi red on Janu ary 11, 2013.
18. S&A remained the own er of the retail note
s and unde rlyin g mor tgag es that were pled ged
to the Lend er as collateral.

19. How ever , on April 9, 2015 , FAB, as succ esso

r to Lend er by merger, thro ugh its auth oriz ed
agen t, Jacly n Reic hel, LN SVC SP, exec uted
and filed in the publ ic record a Rele ase of the
Mor tgag e which had been collaterally assig
ned by S&A to the Lender. FAB did not file
any docu men t reassign ing this colla teral back
to S&A, as it shou ld have done. Instead, the
Release specifically identified John nie Was
hington, and further instructed the recordin
g

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office to send the Recorded Release back to Johnnie Washington. It is unknow

n whethe r
FAB obtained paymen t from Johnnie Washington or any third party on this
obligation
owned by S&A.

20. The Release of Mortgage identified by CFN 201503 02759 was recorded on
May 5, 2015
with the Miami-Dade County Clerk of Courts. The Release of Mortgage is attache
d hereto
as Exhibit E.

21. On May 11, 2015, Johnnie Washington sold his residence and walked away
with the
proceeds from the sale, based upon FAB's erroneous and unlawful filing and
recording of
the Release of Mortgage. A copy of the Warranty Deed from this sale is attache
d hereto
as Exhibit F.

22. S&A followed up with FAB upon learning of this unlawful action taken by
FAB through
a series of communications

23. Someti me in 2015, FAB decided to freeze and then close S&A's BLOC.

24. On Novem ber 30, 2015, by letter from Mr. James Berton, FAB, as success or
to LEND ER,
released the collateral for the BLOC. A true and correct copy of this Novem
ber 30, 2015
letter, along with the documents sent by FAB to S&A for each of the loans
that had been
pledged as collateral for the BLOC, is attached as composite Exhibit G.

25. FAB executed allonges of the retail note and assignments of mortgage releasin
g back most
of the underlying notes and mortgages that were pledged for the BLOC
on or about
Novem ber 24, 2015.

26. Howev er, FAB did not execute an allonge of the note and assignment of mortga
ge releasing
back to S&A the note and mortgage for the Johnnie Washington loan.

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Count I
BREA CH OF CONT RACT

27. Plainti ff realleges the allegations in paragraphs 1 through 26 above as

if they were fully set
forth herein.

28. S&A entered a written contract with Lender when it obtained a

BLOC from Lender
reflected in the various written agreements executed by S&A and the
Lender in January
2009. FAB is the succes sor of Lende r and succeeded to the rights and
obligations thereo f
under the various written agreements.

29. S&A performed all of its duties under these various written agreements.

30. FAB has materially breached these agreements by filing and record
ing the Releas e of
Mortgage relating to the Johnnie Washington loan in favor of Johnnie
Washington, instead
of preparing the appropriate documentation, as it did for the other loans
that were pledged
as collateral for the BLOC, to return this collateral to S&A.

31. S&A has suffered economic loss and other damages as a result of
FAB's breach of the
agreements.

32. S&A seeks actual and compensatory damages for Defendant's breach
of the agreements,
as well as interes t and costs in an amoun t to be determ ined at trial.

Count Ir
CONV ERSIO N
33. Plaintiff S&A realleges the allegations in paragr aphs I through 26 above
as if they were
fully set forth herein in the alternative if the Court does not find that FAB
has breach ed the
agreements that were signed for the BLOC.

34. At all applica ble times, S&A was the rightful owner and holder in due
course of the Johnnie
Washington Retail Note and mortgage securin g such note.

35. S&A retaine d exclus ive right of possession to the Johnnie Washington
Retail Note and

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mortgage.

36. F AB, however, intended to depriv e S&A of its rightfu l

posse ssion of this note and
mortgage.

37. FAB followed through on its intent by preparing, filing,

and record ing a Relea se of
Mortg age in favor of Johnn ie Washington, instead of
prepa ring the appro priate
documentation to return the note and mortgage that had been
p ledged by S&A as collateral
to S&A, as F AB did for the other loans that were pledge d as
collateral by S&A.
38. FAB releas ed the mortgage on the underlying Johnn ie Washington
Retail Note witho ut the
conse nt of S&A.

39. FAB has not given S&A any value for the wrongful releas e of
the under lying mortgage.
40. S&A has deman ded return of the underlying Johnn ie Washington
Retai l Note and FAB has
refused to return such original Johnnie Washington Retail Note.

4 1. FAB conve rted the Johnn ie Washington Retail Note to its

own use by withh olding and
refusi ng to return the under lying Johnn ie Washington Retail
Note rightfully owned by
P laintiff.

42. FAB converted the Johnnie Washington Retail Note and relate
d mortgage to its own use
by releasing the mortgage witho ut perm ission and in contraventio
n of Plaint iffs exclus ive
ownership right.

43. S&A' s interest in the Johnn ie Wash ington Retail Note and
related mortgage is worth at
least $69,0 00.00 .

WHE REFO RE, Plaint iff S&A Capital deman ds judgm ent in
its favor for damages, court
costs, intere st, and all other further relief which this Court deem
s j ust.

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Dated: January 10, 2018 By: Isl Maniit Gill

Manjit Singh Gill
mgill(@tantillolaw.com
TANTILLO LAW PLLC
6810 N. State Road 7, Suite 300
Coconut Creek, FL 33073
Telephone: (954) 6 I7-8188
Fax: (954) 246-5662

Attorne y for Plainti ff

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true and correct copy ofthe above and foregoing was served

via e-mail this 10th day of January, 2018, upon John W. Keller, 111, Keller & Bolz,
LLP, Attorne ys
for Defendant, 121 Majorca Avenue, #200, Coral Gables, FL 33134.

By: Isl Maniit Gill