Filing# 153557492 E-Filed 07/ 18/2022 05:28:00 PM

IN THE CIRCUIT COURT OF THE I5™ JUDICIAL CIRCUIT

IN AND FOR PALM BEACH COUNTY, FLORIDA

FIRST AMERICAN BANK, as s11ccessor CIRCUIT CIVIL DIVISION: AH

by merger to Bank of Coral Gables, LLC,
CASE NO: 50-2016-CA-009292-XXXX-MB
Plaintiff,
vs.

LAURENCE S. SCHEIDER,
STEPHANIE L. SCHNEIDER, et. al.,

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Defendants.
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FIRST AMERICAN BANK, as successor
by merger to Bank of Coral Gables, LLC,

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Plaintiff,
vs.

LAURENCE S. SCHNEIDER, STEPHANIE

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L. SCHNEIDER, lsTFfDELITY LOAN
SERVICING, LLC, S & A CAPITAL
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PARTNERS, INC., REAL ESTATE

& FINANCE, INC., BRAD AXEL and
PAIGE AXEL,
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Third Party Defendants.

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S & A CAPITAL PARTNER'S INC.'s ANS\'VER AND AFFIRMATIVE DEFENSES TO

FIRST AMERICAN BA1'1K'S SECOND AMENDED SUPPLEMENTAL COMPLAINT
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Third Pa1ty Defendant, S & A Capital Partners, loc. ("S&A Capital"), through
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undersigned counsel, answers Plaintiff's Second Amended Supplemental Complaint ("the

Complaint") and assens Affinnative Defenses as follows:

I. S&A Capital lacks sufficient knowledge to admit or deny the allegations

contained in paragraph I and they are therefore denied.

2. S&A Capital lacks sufficient knowledge to admit or deny the allegations

FILED: PALM BEACH COUNTY, FL, JOSEPH ABRUZZO, CLERK, 07/18/2022 05:28:00 PM
conta ined in paragraph 2 and they are therefore denied.

3. S&A Capital lacks sufficient knowledge to admit or deny the allegations

contained in paragraph 3 and they are therefore denied.

4. S&A Capital lacks sufficient knowledge to admit or deny the allegations

contained in paragraph 4 and they are therefore denied.

5. S&A Capital admits the allegations contaiJJed in paragraph 5.

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6. S&A Capital lacks sufficient kllowledge to admit or deny the allegations

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contained in paragraph 6 and they are therefore denied.

7. S&A Capital lacks sutlicient knowledge to admit or deny the allegations

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contained in paragraph 7 and they are therefore denied.

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S&A Capital lacks sufficient knowledge to admit or deny the allegations
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contained in paragraph 8 and they are therefore den ied.
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9. With respect to paragraph 9, S&A Capital admits that this Court has subject

matter jurisdiction over the actions alleged in the Complaint.

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I 0. With respect to paragraph I 0, S&A Capital admits that venue is proper in Palm

Beach County.
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I I. S&A Capital admits the allegations contained in paragraph 11.

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12. S&A Capital admits the allegations contained in paragraph 12.

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13. S&A Capital admits tbe allegations contained in paragrapb 13.

14. S&A Capital denies the allegations contained in paragraph 14.

15. S&A Capita l denies the allegations contained in paragraph 15.

16. S&A Capital denies the allegations contained in paragraph 16.

17. S&A Capital denies the allegations contained in paragraph 17.

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 18. S&A Capital denies the allegations contained in paragraph 18.

19. S&A Capital lacks sufficient knowledge to admit or deny the allegations

contained in paragraph 19 and they are therefore denied.

20. S&A Capital admits the allegations contained in paragraph 20.

2 1. S&A Capital lacks sutlicient knowledge to admit or deny the allegations

contained in paragraph 21 and they are therefore denied.

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22. S&A Capital lacks sufficient knowledge to admit or deny the allegations

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contained in paragraph 22 and they are therefore denied.

23. With respect to paragraph 23, S&A Capital admits its principal, mailing,

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registered agent, and authorized persons addresses are 290 I Clint More Road, #4 I 0, Boca Raton,

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FL 33496. S&A Capital denies any remaining al legations.
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24. S&A Capital denies the allegations contained in paragraph 24.
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25. S&A Capital denies the allegations contained in paragraph 25.

26. S&A Capita l lacks sufficient knowledge to admit or deny the allegations
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contained in paragraph 26 and they are tberefore denied.

27. S&A Capital lacks sufficient knowledge to admit or deny the allegations
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contained in paragraph 27 and they are therefore denied.

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28. S&A Capital lacks sufficient knowledge to admit or deny the allegations
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contained in paragrapb 28 and they are tberefore denied.

29. S&A Capital lacks sufficient knowledge to admit or deny the allegations

contained in paragraph 29 and they are therefore denied.

30. S&A Capital lacks sufficient knowledge to admit or deny the allegations

contained in paragraph 30 and they are therefore denied.

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 31. S&A Capital lacks sufficient knowledge to admit or deny the allegations

contained in paragraph 31 and they are therefore denied.

32. S&A Capital lacks sufficient knowledge to admit or deny the allegations

contained in paragraph 32 and they are therefore denied.

33. S&A Capital lacks sutlicient knowledge to admit or deny the allegations

contained in paragraph 33 and they are therefore denied.

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34. S&A Capital lacks sufficient knowledge to admit or deny the allegations

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contained in paragraph 34 and they are therefore denied.

35. S&A Capital denies the allegations contained in paragraph 35.

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36. With respect to paragraph 36, S&A Capital admits it has made distributions to

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the Sclmeiders, and paid management fees and other earned conJpensation to REF and Laurence.
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S&A Capital denies any remaining allegations.
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37. S&A Capita l lacks su!licient knowledge to admit or deny the allegations

contained in paragraph 37 and they arc therefore denied.

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38. With respect to paragraph 38, S&A Capital admits that Brad, Paige and Stephanie

are shareholders of S&A Capital, that Brad it its vice president and is a signer on S&A Capital's
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bank account and is aware of its financial activities and exercises control and oversight over
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S&A Capital. S&A Capital denies any remaining allegations.

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39. S&A Capital lacks sufficient knowledge to admit or deny the allegations

contained in paragraph 39 and they are therefore den ied.

40. S&A Capita l lacks su!licient knowledge to admit or deny the allegations

contained in paragraph 40 and they are therefore denied.

4 1. S&A Capital lacks sufficient knowledge to admit or deny the allegations

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conta ined in paragraph 41 and they are therefore denied.

42. S&A Capital lacks sufficient knowledge to admit or deny the allegations

contained in paragraph 42 and they are therefore den ied.

43. S&A Capital lacks sufficient knowledge to admit or deny the allegations

contained in paragraph 43 and they are therefore denied.

44. S&A Capital lacks sufficient knowledge to admit or deny the allegations

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contained in paragraph 44 and they are therefore denied.

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45. S&A Capital denies the allegations contained in paragraph 45.

46. S&A Capital lacks sutlicient knowledge to admit or deny the allegations

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contained in paragraph 46 and they are therefore denied.

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With respect to paragraph 47, S&A Capital admits that No,t hern Tmst froze
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accounts titled in the name of S&A in response to a writ of garnishment pertaining to Laurence.
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Den ied, however, that this indicates that Laurence maintains ownership and control over the

funds in the account.

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48. With respect to paragraph 48, S&A Capital re-alleges and iJJcorporates berein its

responses in paragraphs I through 47 of this Answer.

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49. S&A Capital lacks sufficient knowledge to admit or deny the allegations
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contained in paragraph 49 and they are therefore denied.

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50. S&A Capital lacks sufficient knowledge to admit or deny the allegations

contained in paragraph 50 and they are therefore den ied.

5 1. S&A Capita l lacks sufficient knowledge to admit or deny the allegations

contained in paragraph 51 and they are therefore denied.

52. S&A Capital Jacks sufficient knowledge to admit or deny the allegations

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conta ined in paragraph 52 and they are therefore denied.

53. S&A Capital lacks sufficient knowledge to admit or deny the allegations

contained in paragraph 53 and they are therefore den ied.

54. S&A Capital lacks sufficient knowledge to admit or deny the allegations

contained in paragraph 54 and they are therefore denied.

55. S&A Capital lacks sufficient knowledge to admit or deny the allegations

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contained in paragraph 55 and they are therefore denied.

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56. S&A Capital lacks sufficient knowledge to admit or deny the allegations

contained in paragraph 56 and they are therefore den ied.

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57. S&A Capital lacks sufficient knowledge to admit or deny the allegations

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contained in paragraph 57 and they are tberefore denied.
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58. S&A Capital lacks sufficient knowledge to admit or deny the allegations
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contained in paragraph 58 and they are therefore den ied.

59. S&A Capita l lacks sufficient knowledge to admit or deny the allegations
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contained in paragraph 59 and they are tberefore denied.

60. S&A Capital lacks sufficient knowledge to admit or deny the allegations
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contained in paragraph 60 and they are therefore den ied.

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61. S&A Capital lacks sufficient knowledge to admit or deny the allegations
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contained in paragraph 61 and they are tberefore denied.

62. S&A Capital lacks sufficient knowledge to admit or deny the allegations

contained in paragraph 62 and they are therefore denied. With respect to the "WHEREFORE"

clause following paragraph 62 , the allegations contain no factual information and are legal

conclusions to which no response is required. To the extent that the allegations require a

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response, S&A Capital denies the allegations.

63. With respect to paragraph 63, S&A Capital re-alleges and incorporates herein its

responses in paragraphs I tluough 47 of this Answer.

64. S&A Capital denies the allegations contained in paragraph 64.

65. S&A Capita l denies the allegations contained in paragraph 65.

66. S&A Capital denies the allegations contained in paragraph 66.

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67. S&A Capital denies the allegations contained in paragraph 67.

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68. S&A Capital denies the allegations contained in paragraph 68.

69. S&A Capita l denies the allegations contained in paragraph 69.

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70. S&A Capital denies the allegations contained in paragraph 70.

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S&A Capital denies the allegations contained in paragraph 71.
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72. S&A Capital denies the allegations contained in paragraph 72.
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73. S&A Capital denies the allegations contained in paragraph 73. With respect to

the "WHEREFORE" clause following paragraph 73, the allegations contain no factua l
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infonnatioo and arc legal conclusions to which no respoose is required. To tbe exteot that the

allegations requ ire a response, S&A Capital denies the allegations.

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74. With respect to paragraph 74, S&A Capital re-alleges and incorporates herein its
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responses in paragraphs I through 47 of this Answer.

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75. S&A Capital lacks sufficient knowledge to admit or deny the allegations

contained in paragraph 75 and they are therefore den ied.

76. S&A Capita l lacks sufficient knowledge to admit or deny the allegations

contained in paragraph 76 and they are therefore denied.

77. S&A Capital Jacks sufficient knowledge to admit or deny the allegations

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conta ined in paragraph 77 and they are therefore denied.

78. S&A Capital lacks sufficient knowledge to admit or deny the allegations

contained in paragraph 78 and they are therefore den ied.

79. S&A Capital lacks sufficient knowledge to admit or deny the allegations

contained in paragraph 79 and they are therefore denied.

80. S&A Capital lacks sufficient knowledge to admit or deny the allegations

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contained in paragraph 80 and they are therefore denied.

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8 1. S&A Capital lacks sufficient knowledge to admit or deny the allegations

contained in paragraph 81 and they are therefore denied.

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82. S&A Capital lacks sufficient knowledge to admit or deny the allegations

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contained in paragraph 82 and they are tberefore denied.
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83. S&A Capital lacks sufficient knowledge to admit or deny the allegations
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contained in paragraph 83 and they are therefore den ied.

84. S&A Capita l lacks sufficient knowledge to admit or deny the allegations
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contained in paragraph 84 and they are tberefore denied.

85. S&A Capital lacks sufficient knowledge to admit or deny the allegations
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contained in paragraph 85 and they are therefore den ied.

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86. S&A Capital lacks sufficient knowledge to admit or deny the allegations
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contained in paragraph 86 and they are tberefore denied.

87. S&A Capital lacks sufficient knowledge to admit or deny the allegations

contained in paragraph 87 and they are therefore denied.

88. S&A Capital lacks sufficient knowledge to admit or deny the allegations

contained in paragraph 88 and they are therefore denied. With respect to the "WHEREFORE"

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clause following paragraph 88, the allegations contain no facnial infonnation and are legal

conclusions to which no response is required. To the extent that the allegations require a

response, S&A Capital denies the allegations.

89. With respect to paragraph 89, S&A Capital re-alleges and incorporates herein its

responses in paragraphs I through 47 of this Answer.

90. S&A Capital lacks sufficient knowledge to admit or deny the allegations

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contained in paragraph 90 and they are therefore denied.

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9 1. S&A Capital lacks sufficient knowledge to admit or deny the allegations

contained in paragraph 91 and they are therefore den ied.

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92. S&A Capital lacks sufficient knowledge to admit or deny the allegations

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contained in paragraph 92 and they are tberefore denied.
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93. S&A Capital lacks sufficient knowledge to admit or deny the allegations
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contained in paragraph 93 and they are therefore den ied.

94. S&A Capital lacks sufficient knowledge to admit or deny the allegations
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contained in paragraph 94 and they are tberefore denied.

95. S&A Capital lacks sufficient knowledge to admit or deny the allegations
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contained in paragraph 95 and they are therefore den ied.

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96. S&A Capital lacks sufficient knowledge to admit or deny the allegations
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contained in paragraph 96 and they are tberefore denied.

97. S&A Capital lacks sufficient knowledge to admit or deny the allegations

contained in paragraph 97 and they are therefore denied.

98. S&A Capital lacks sufficient knowledge to admit or deny the allegations

contained in paragraph 98 and they are therefore denied.

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 99. S&A Capital lacks sufficient knowledge to admit or deny the allegations

contained in paragraph 99 and they are therefore denied.

I00. S&A Capital lacks sufficient knowledge to admit or deny the allegations

contained in paragraph I 00 and they are therefore denied.

IOI. S&A Capital lacks sutlicient knowledge to admit or deny the allegations

contained in paragraph IO I and they are therefore denied.

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I02. S&A Capital lacks sufficient knowledge to admit or deny the allegations

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contained in paragraph I 02 and they are therefore den ied. With respect to the "WHEREFORE"

clause following paragraph I 02, the allegations contain no facnial information and are legal

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conclusions to which no response is required. To the extent that the allegations require a

response, S&A Capital denies the allegations. IE

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103. With respect to paragraph 103, S&A Capital re-alleges and incorporates herein its
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responses in paragraphs I through 47 of this Answer.

I 04. S&A Capita l lacks sufficient knowledge to admit or deny the allegations
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contained in paragraph I 04 and they are therefore denied.

105. S&A Capital lacks sufficient knowledge to admit or deny the allegations
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contained in paragraph I 05 and they are therefore den ied.

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I 06. S&A Capital lacks sufficient knowledge to admit or deny the allegations
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contained in paragraph 106 and they are therefore denied.

I07. S&A Capital lacks sufficient knowledge to admit or deny the allegations

contained in paragraph I 07 and they are therefore denied.

108. S&A Capital lacks sufficient knowledge to admit or deny the allegations

contained in paragraph I 08 and they are therefore denied.

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 I 09. S&A Capital lacks sufficient knowledge to admit or deny the allegations

contained in paragraph I 09 and they are therefore denied. With respect to the "WHEREFORE''

clause following paragraph I 09, the allegations contain no factual infonnation and are legal

conclusions to wh ich no response is required. To the extent that the allegations require a

response, S&A Capital denies the allegations.

I I 0. With respect to paragraph I I 0, S&A Capital re-alleges and inco.,,orates herein

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its responses in paragraphs I through 47 of this Answer.

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I I I. S&A Capital lacks sufficient knowledge to admit or deny the allegations

contained in paragraph 111 and they are therefore denied.

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112. S&A Capital lacks sufficient knowledge to admit or deny the allegations

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contained in paragraph 112 and they are therefore denied.
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11 3. S&A Capital lacks sufficient knowledge to admit or deny the allegations
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contained in paragraph 113 and they are therefore denied.

114. S&A Capita l lacks sufficient knowledge to admit or deny the allegations
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contained in paragraph 114 and they are therefore denied.

11 5. S&A Capital lacks sufficient knowledge to admit or deny the allegations

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contained in paragraph 115 and they are therefore denied.

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11 6. S&A Capital lacks sufficient knowledge to admit or deny the allegations

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contained in paragraph 116 and they are therefore denied. With respect to the "WHEREFORE"

clause following paragraph 116, the allegations contain no factual infonnation and are legal

conclusions to wh ich no response is required. To the extent that the allegations require a

response, S&A Capital denies the allegations.

117. With respect to paragraph 117, S&A Capital re-alleges and inco.,,orates herein its

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responses in paragraphs I through 4 7 of this Answer.

11 8. S&A Capital lacks sufficient knowledge to admit or deny the allegations

contained in paragraph 118 and they are therefore den ied.

11 9. S&A Capital lacks sufficient knowledge to admit or deny the allegations

contained in paragraph 119 and they are therefore denied.

120. S&A Capital lacks sufficient knowledge to admit or deny the allegations

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contained in paragraph 120 and they are therefore denied.

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12 1. S&A Capital lacks sufficient knowledge to admit or deny the allegations

contained in paragraph 121 and they are therefore denied.

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122. S&A Capital lacks sufficient knowledge to admit or deny the allegations

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contained in paragraph 122 and they are tberefore denied.
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123. S&A Capital lacks sufficient knowledge to admit or deny the allegations
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contained in paragraph 123 and they are therefore den ied. With respect to the "WHEREFORE"

clause following paragraph 123, the allegations contain no factual information and arc legal
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conclusions to wb ich no response is required. To the extent that the allegatious require a

response, S&A Capital denies the allegations.

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124. With respect to paragraph 124, S&A Capital re-alleges and incorporates herein its
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responses in paragraphs I through 47 of this Answer.

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125. S&A Capital lacks sufficient knowledge to admit or deny the allegations

contained in paragraph 125 and they are therefore den ied.

126. S&A Capita l lacks sufficient knowledge to admit or deny the allegations

contained in paragraph 126 and they are therefore denied.

127. S&A Capital lacks sufficient knowledge to admit or deny tbe allegations

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conta ined in paragraph 127 and they are therefore denied. With respect to the "WHEREFORE"

clause following paragraph 127, the allegations contain no factual information and are legal

conclusions to wh ich no response is required. To the extent that the allegations require a

response, S&A Capital denies the allegations.

128. With respect to paragraph 128, S&A Capital re-alleges and incorporates herein its

responses in paragraphs I through 47 of this Answer.

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129. S&A Capital lacks sufficient knowledge to admit or deny the allegations

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contained in paragraph 129 and they are therefore den ied.

130. S&A Capita l lacks sutlicient knowledge to admit or deny the allegations

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contained in paragraph 130 and they are therefore denied.

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S&A Capital lacks sufficient knowledge to admit or deny the allegations
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contained in paragraph 13 I and they are therefore den ied.
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132. S&A Capita l lacks su!licient knowledge to admit or deny the allegations

contained in paragraph 132 and they arc therefore denied. With respect to the "WHEREFORE''
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clause following paragrapb 132, the al legations contain no factual information and are legal

conclusions to wh ich no response is required. To the extent that the allegations require a
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response, S&A Capital denies the allegations.

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All allegations contained in the Complaint that arc not expressly admitted are hereby
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denied.

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 AFFIRMATIVE DEFENSES

In further responding to the Complaint, S&A Capital asserts the following affirmative

defenses:

l•IRST AFFIRMATIVE DEFENSE. Plaintiff has fai led to state a claim upon wbich

relief may be granted, as Plaintiff has fai led to adequately allege the sharebolders ofS&A Capital

have fonned or used the corporation improperly or otherwise to defraud Plaintiff.

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SECOND AFFIRMA TJVE DEFENSE. Plaintiff's equitable claim for reverse piercing

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ofS&A Capital's Corporate Veil is barred, in whole or in part, because Plaintiff has an adequate

remedy at law in the form of enforcing its judgment for money damages against Laurence

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Schneider and has failed to show that it cannot satisfy its judgment against Laurence Schneider

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without having to resort to the extreme equitable remedy of reverse piercing of S&A Capita l's
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corporate veiI.
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THIRD AFFI.RM.ATIVE DEFENSE. Plaintiff's equitable claim for reverse piercing of

S&A Capital's Corporate Veil must be subordinated, in whole, or in part the to the interests of
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innocent shareholders of S&A Capital whose rights and claims to the income, assets, and good

will of the company are superior to that of Plaintiff.

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FOURTH AFFIRMATIVE DEFENSE. Plaintiff's equitable claim for reverse piercing

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ofS&A Capital's Corporate Veil must be subordinated, in whole, or in pan the to the interests of
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corporate creditors whose rights and claims to the inc-0me, assets, and good will of the company

are superior to that of Plaintiff.

FIFTH AFFIRMATIVE DEFENSE. Plaintifl's equitable claim for reverse pierc ing of

S&A Capital's Corporate Vei l is limited to the surplus assets of the corporation.

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 CERTIFICATE OF SERVICE

I HEREBY CERTIFY that on the date of filing this document, as reflected by thee-filing

stamp inserted upon it by the C le rk of the Court, a true a nd correct copy of the foregoing was

forwarded via e-mai l lo the allorneys of record as set forth on the Florida Court's E-Fi ling Portal.

Isl Kenneth L. Salom one

KENNETH L. SALOMONE (FBN 89348 I)

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170 I West Hillsboro Blvd., #203
Deerfield Beach, Florida 33442
P: (954) 947-6250 I f: (954) 289-4537

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en1ail: eservice@klslawgroup.com
Allomey for Third Party Defendant
S&A Capital Partners, lnc.

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Isl S ean D. Hummel
SEAN D. HUMMEL (FBN 939757)
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1701 West Hillsboro Blvd., #203
Deerfield Beach, Florida 33442
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P: (954) 385-3111 / F: (954) 653-4171
email: scan@hummclaw.com
Attorney fo r T hird Party Defendant
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S&A Capita l Partners, Inc.

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