Clerk of Superior Court

Bv:        Deputy Clerk

Instructions: Attach addendum sheet for additional parties if needed, make notation on this sheet if addendum sheet is used, COC SC-1 Revised 12-99IN THE SUPERIOR COURT OF GWINNETT COUNTY

STATE OF GEORGIAASCOT REALTY, INC., LENOX COMMUNITIES, LLC AND CYNTHIA DROOKER,

Plaintiffs, v.

CIVIL ACTION

FILE NO. 

HAROLD TRIP, JR., PREMIER PLANNING & DEVELOPMENT GROUP, LLC, HALEY & HALEY ATTORNEYS, LLC, in its capacity as escrow agent only, PAUL MARTIN, DEBRA CREEL, REAL NET SOLUTIONS, MARTIN BROTHERS BUILDING, L.L.C., MICHAEL SHELTON, HOUSE PLANS ASSOCIATES, AND GWINNETT DAILY ONLINE,

Defendants.

COMPLAINT

COMES NOW Ascot Realty, Inc., Lenox Communities, LLC and Cynthia Drooker, Plaintiffs, and make and file this Complaint against Harold Trip, Jr., Premier Planning & Development Group, LLC, Haley & Haley Attorneys, LLC, solely in its capacity as escrow agent, Paul Martin, Debra Creel Martin, Real Net Solutions, Martin Brothers Building, L.L.C., Michael Shelton, House Plans Associates, and Gwinnett Daily Online, Defendants, as follows:

THE PARTIES. JURISDICTION AND VENUE

1. Plaintiff Ascot Realty, Inc. ("Ascot") is a Georgia corporation with its principal place of business in Gwinnett County, Georgia. Plaintiff Ascot is engaged in the business of marketing and selling homes for builders.

2. Plaintiff Cynthia Drooker ("Drooker") was and is a resident of the State of Georgia and subject to the jurisdiction of this Court. Plaintiff Drooker is the broker for Ascot.

3. Plaintiff Lenox Communities, LLC ("Lenox") is a Georgia limited liability company with its principal place of business in Gwinnett County, Georgia. Plaintiff Lenox is engaged in the business of constructing new homes.

4. Defendant Harold Trip, Jr. ("Trip") was and is a resident of the State of Georgia and subject to the jurisdiction of this Court. He may be served with process at his business address 1400 Buford Highway, Suite J3, Buford, Gwinnett County, Georgia 30518 or his home address of 6404 Lakeview Drive, Buford, Gwinnett County, Georgia 30518.

5. Defendant Premier Planning & Development Group, LLC ("Premier") is a Georgia limited liability company and according to the Georgia Secretary of State has its principal place of business in Gwinnett County, Georgia. Defendant Premier may be served with a summons and complaint by service upon its registered agent, Gregory D, Jay, Esq. 4350 South Lee Street, Buford, Gwinnett County, Georgia 30518.

6. Defendant Haley & Haley Attorneys, LLC is a Georgia limited liability company and according to the Georgia Secretary of State listing its principal place of business in Gwinnett County,

-Georgia. Defendant Haley & Haley may be served with a summons and complaint by service upon its registered agent, Jack Kemp, Esq. 4484 A Commerce Drive, Buford, Gwinnett County, Georgia 30518.

7. Defendant Paul Martin was and is a resident of the State of Georgia and subject to the jurisdiction of this Court. He may be served with process at 3343 Cross Road, Buford, Gwinnett County, Georgia 30518.

8. Defendant Debra Creel was and is a resident of the State of Georgia and subject to the jurisdiction of this Court. She may be served with process at 3343 Cross Road, Buford, Gwinnett County, Georgia 30518.

9. Defendant Real Net Solutions is a company with its principal place of business in Gwinnett County, Georgia. Defendant Real Net Solutions may be served with a summons and complaint by service upon Paul Martin at 3343 Cross Road, Buford, Gwinnett County, Georgia 30518.

10. Defendant Martin Brothers Building, L.L.C. is a Georgia Corporation and according to the Georgia Secretary of State listing its principal place of business in Gwinnett County, Georgia. Defendant Martin Brothers may be served with a summons and complaint by service upon its registered agent, Charles J. Hampton, Five Concourse Parkway, #2150, Atlanta, Fulton County, Georsia 30328.

-3- Defendant Michael Shelton was and is a resident of the State of Georgia and based upon information and belief is subject to the jurisdiction of this Court.

12. Defendant House Plans Associates is a company with its principal place of business in Gwinnett County, Georgia. Defendant House Plans may be served with a summons and complaint by service upon Paul Martin at 3343 Cross Road, Buford, Gwinnett County, Georgia 30518.

13. Defendant Gwinnett Daily Online is a company with its principal place of business in Gwinnett County, Georgia. Defendant Gwinnett Daily Online may be served with a summons and complaint by service upon Paul Martin at 3343 Cross Road, Buford, Gwinnett County, Georgia 30518.

14. All Defendants are subject to the venue and personal jurisdiction of this Court.  .

FACTS

15. On June 23,2006 Defendant Haley & Haley and Defendant Premier entered into an Escrow Agreement, a copy of which is attached hereto as Exhibit "A". A handwritten amendment to that Escrow Agreement provided as follows: "Any monies escrowed at closing including, but not limited to, the $49,744.62 and the $63,000 under the Martin contract shall be subject to the terms of this agreement."

16. The amendment was signed personally by Plaintiff Drooker and Defendant Trip.

17. Prior to December 2005, Plaintiff Drooker and Defendant Trip had been equal owners of Defendant Premier.

18. An agreement executed by Plaintiff Drooker and Defendant Trip in December 2005 provided that the assets and liabilities of Premier, with certain exceptions, were transferred to Defendant Trip.

19. A copy of that December 2005 Agreement is attached hereto as Exhibit "B".

20. That Escrow Agreement was executed as part of a transaction whereby 52 lots in a development called the Park at Copper Trail were sold by Defendant Premier to Plaintiff Lenox.

21. The settlement statement for the sale of the lots by Defendant Premier to PlaintiffLenox is attached hereto as Exhibit "C".

22. A portion of the property that became the Park at Copper Trail had been originally purchased from Defendant Debra Creel a/k/a Debra Creel-Martin. The contract is attached hereto as Exhibit "D".

23. A dispute arose as to the number of lots appearing on the final plat for which Defendant Creel-Martin was owed compensation,

24. That dispute, in part, created the need for the Escrow Agreement.

25. After the dispute arose, Defendant Creel-Martin sent a letter to Plaintiff Drooker threatening to damage her business, falsely accusing her of dishonesty and bad faith and threatening to harm her and her business.

26. Defendant Creel-Martin and the person believed to be her husband Defendant Paul Martin have in fact embarked on a campaign to harm Plaintiffs Drooker, Lenox and Ascot.

27. Defendants Creel-Martin and Martin's actions include the following:

(a)        falsely posting a website appearing to be a newspaper entitled "Gwinnett Daily Online" intentionally created to appear like the newspaper Gwinnett Daily Post's online edition

("false website");

(b)               posting false statements of fact on the false website;

(c)                taking house plans created for and posted by Plaintiff Ascot and posting them on another website for House Plans Associates, a company owned and controlled by Martin and falsely claiming that those house plans were their own creation;

(d)                               posting a large "warning" sign with a link to the false website intended to drive off potential buyers and builders;

(e) causing the companies controlled by Defendant Martin and Defendant Shelton to advertise Plaintiff Ascot's floor plans, which companies include Martin Brothers ConLracdng of North Georgia.

28. A dispute has arisen among the parties as to who should receive certain escrowed funds in the amount of $63,000.00.

29. Despite various attempts, the parties have been unable to resolve their dispute over the funds.

30. Defendants C red-Martin and Martin's actions arc intended to extort and punish Plaintiffs for a good faith position regarding the escrowed funds.

COUNT ONE PAYMENT OF ESCROWED FUNDS INTO THE REGISTRY OF THE COURT

31. The allegations of paragraphs 1 through 30 of this Complaint are realleged, adopted and incorporated by reference into Count One of this Complaint as if set forth below in their entirety.

32. Escrow Agent Haley & Haley has no interest in the funds.

33. Escrow Agent Haley & Haley should pay the funds into the Registry of the Court.

34. Upon payment by Escrow Agent Haley & Haley of the funds. Plaintiffs are willing to dismiss Haley & Haley from this action.

COUNT TWO DECLARATORY JUDGMENT

35. The allegations of paragraphs 1 through 34 of this Complaint are realleged, adopted and incorporated by reference into Count Two of this Complaint as if set forth below in their entirety.

36. The sums held by Haley & Haley are owed to Defendant Creel-Martin or to Defendant Trip and Plaintiff Drooker to be divided evenly between the two of them, or a combination thereof.

37. There is uncertainty as to who is entitled to the funds.

38. There exists an actual dispute as to how the escrowed funds should be disbursed.

39. The parties will remain in uncertainty without a declaration of their respective rights by the Court.

COUNT THREE TORTIOUS INTERFERENCE WITH CONTRACT AND BUSINESS RELATIONS

40. The allegations of paragraphs 1 through 39 of this Complaint are realleged, adopted and ncorporated by reference into Count Three of this Complaint as if set forth below in their entirety.

41. Plaintiff Lenox had builders ready, willing and able to purchase lots at the Park at Copper Trail.

42. Plaintiff Lenox had buyers ready, willing and able to purchase homes at the Park at Copper Trail.

43. Plaintiffs Ascot and Drooker would have benefitted from such sales.

44. But for the wrongful the actions of Defendants Creel-Martin and Martin, Plaintiffs would have been able to sell or benefit from the sales of homes and lots.

45. Defendants' actions have interfered with Plaintiffs' existing and potential contractual and business relationships with third parties.

46. Plaintiffs have been damaged as a result of Defendants' wrongful actions.

COUNT FOUR SLANDER AND LIBEL

47. The allegations of paragraphs 1 through 46 of this Complaint are realleged, adopted and incorporated by reference into Count Four of this Complaint as if set forth below in their entirety. 

48. Defendants Creel-Martin and Martin have made untrue statements of fact regarding Drooker and Ascot Realty.

49. These untrue statements of fact were published to third parties.

50. The untrue statements published to third parties were made about Drooker and Ascot in reference to their professional activities.

51. Defendants' untrue statements regarding Plaintiffs were calculated to injure Plaintiffs in the conduct of their profession.

52. Plaintiffs suffered damages as a result of Defendants' untrue statements of fact published to third parties.

53. Defendant Martin engaged in this conduct and both his individual capacity and representative capacity on behalf of the corporate Defendants, Real Net Solutions, House Plans Associates and Gwinnett Daily Online.

COUNT FIVE ATTORNEY FEES

54. The allegations of paragraphs 1 through 53 of this Complaint are realleged, adopted andincorporated by reference into Count Five of this Complaint as if set forth below in their entirety.

55. At all times alleged herein, Defendants have acted in bad faith, have been stubbornly litigious, and caused Plaintiffs unnecessary trouble and expense arising out of the conduct alleged herein thereby entitling Plaintiffs to recover reasonable attorneys' fees and costs of litigation as provided for in O.C.G.A. § 13-6-11 and O.C.G.A. § 9-15-14.

COUNT SIX PUNITIVE DAMAGES

56. The allegations of paragraphs 1 through 55 of this Complaint are realleged, adopted and incorporated by reference into Count Six of this Complaint as if set forth below in their entirety.

57. The tortious actions of the Defendants, including but not limited to tortious interference and slander and libel were willful, wanton, and done with conscience indifference as the consequences so as to justify the imposition of punitive damages in an amount to be determined by the enlightened conscience of the jury.

COUNT SEVEN INJUNCTIVE RELIEF

58. The allegations of paragraphs 1 through 57 of this Complaint are realleged, adopted and incorporated by reference into Count Seven of this Complaint as if set forth below in their entirety.

-59. Defendants Creel-Martin and Martin's actions are interfering with and harming Plaintiffs' business activities.

60. Without preliminary and permanent injunctive relief, Defendants will continue to engage in wrongful actions that harm Plaintiffs.

61. Without immediate injunctive relief, Plaintiffs will suffer irreparable harm.

62. Plaintiffs are entitled to preliminary and permanent injunctive relief prohibiting Defendants Creel-Martin and Marin from interfering with contractual and business relationships of Plaintiffs.

63. Defendants will not be harmed by issuance of the injunctive relief because their actions are wrongful.

WHEREFORE, Plaintiffs pray for the following relief against Defendants:

a.          That this Complaint be filed and summons issued and served upon Defendants as required by law;

b.          That Plaintiffs be awarded judgment against Defendants;

c.          That Plaintiffs be awarded punitive damages in an amount allowed by law;

d.          That Plaintiffs be awarded attorney's fees as allowed by law;

e.          That Plaintiffs have a trial by jury:

f.          The Plaintiffs receive preliminary and permanent injunctive relief;

g.         That Plaintiffs have such other, further and additional relief as the Court may deem just and equitable.

Attorney for Plaintiffs

278 West Main Street Buford, GA30518 (770) 932-3552

-13 -ESCROW AGREEMENT

This Escrow Agreement, made and entered into this 23^ day of June, 2006, by and between HALEY & HALEY, Attorneys at Law, as Escrow Agent; and PREMIER PLANNING & DEVELOPMENT GROUP, LLC, being the owner of the property located in Land Lots 178 and 185 of the 7^th District of Gwinnett County, Georgia and commonly referred to as the Cross Road Tract II Project, said Owner also being the Seller of the property on said date, who hereby agree as follows:

John Haley on behalf of Haley & Haley, as Escrow Agent, hereby acknowledges the receipt of the sum of   ($49744.62). Said sum represents 125% of the amount shown on that certain Claim of Lien filed by Mainline Supply of Atlanta, LLC d/b/a Mainline Supply Company, a materialman, said lien being recorded in Lien Book 1839, page 115, in the Office of the Clerk of Superior Court of Gwinnett County, Georgia.

The parties hereto agree to the following terms, conditions and provisions in order for the release of said escrowed monies held hereunder:

1.  Upon payment and a correctly filed Satisfaction of Claim of the Claim of Lien or final order of the Superior Court where the suit is pending with all appeal time expired, said escrowed monies will be tendered to PremieR Planning & Development by the escrow agent.         

2,   A final order in said Court declaring a special lien on the property in which event said money shall be deposited in the register of said court and the Court shall order the lien cancelled of record.

3.   The parties agree that when the above provision has been fully and completely complied with, only then and there shall the funds be released from escrow.

In performing any of its duties hereunder, the Escrow Agent shall not incur any liability to anyone for any damages, losses or expenses, except for willful default or breach of trust, and it shall accordingly not incur any such liability with respect (i) to any action taken or omitted in good faith upon advice of its counsel or (ii) to any action taken or omitted in reliance upon any instrument, including any written notice or instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which the Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by a proper person or persons and to conform with the provisions of this Agreement.

Without limitation. Escrow Agent shall not be liable for any loss or damage resulting from the following: 

(a)               The expiration of any time limit or other delay, unless such time limit was known to Escrow Agent, and such loss is solely caused by failure of Escrow Agent to proceed in its ordinary course of business;

(b)               Any good faith act or forebearance by Escrow Agent;

(c)               Any loss or impairment of funds deposited in escrow in the course of collection or while on deposit with a trust company, bank, savings bank or savings association resulting from failure, insolvency or suspension of such institution;

(d)               Escrow Agent complying with any and all legal process, writs, orders, judgments and decrees of any court whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversed;

(e)               Escrow Agent asserting or failing to assert any cause of action or defense in any judicial administrative or other proceeding, either in the interest of itself or any other party or parties.

The Escrow Agent is hereby specifically authorized to refuse to act except upon the written consent of all parties to this Agreement. The parties hereby agree to indemnify and hold harmless the Escrow Agent against any and all losses, claims, damages, liabilities and expenses, including reasonable costs of investigation and counsel fees and disbursements, which may be imposed upon the Escrow Agent or incurred by the Escrow Agent in connection with its acceptance or the performance of its duties hereunder, including any litigation arising from this Agreement or involving the subject matter hereof.

In the event of a dispute between any of the parties hereto sufficient in the discretion of the Escrow Agent to justify its doing so, the Escrow Agent shall be entitled to tender into the registry or custody of any court of competent jurisdiction, all money or property in its hands under this Agreement, together with such legal pleadings as it deems appropriate, and thereupon be discharged from all further duties and liabilities under this Agreement. Any such legal action may be brought in such court as the Escrow Agent shall determine to have jurisdiction thereof. The parties shall bear all costs and expenses of any such legal proceedings.

Escrow Agent shall charge for its services hereunder in accordance with its current regular schedule of fees. Such fees shall be charged to Seller hereunder. All fees, charges and expenses are due and payable on or before the settlement date hereof, and such amounts may be retained by Escrow Agent out of any funds held in escrow due to the party from whom such amounts are due and owing. Additional amounts which may become due for any reason shall be promptly paid to Escrow Agent by the party owing such amounts. Escrow Agent shall not be required to advance its own funds for any purpose, provided that any such advance made at its option shall be promptly reimbursed by the party for whom it is advanced, and such optional advance