IN THE CIRCUIT COURT FOR THE STATE OF OREGON FOR THE COUNTY OF MULTNOMAH. Case No. COMPLAINT

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1 8/31/2015 4:34:54 PM 15CV IN THE CIRCUIT COURT FOR THE STATE OF OREGON FOR THE COUNTY OF MULTNOMAH Capacity Commercial Group, LLC, an Oregon limited liability company, vs. Plaintiff, Brian M. Owendoff, an individual, Defendant. Case No. COMPLAINT Breach of Contract; Intentional Interference with Economic Relations; Fraud NOT SUBJECT TO MANDATORY ARBITRATION Amount in Controversy: $425, ORS (1)(c) Page - Plaintiff Capacity Commercial Group, LLC ( CCG ), by and through their counsel of record, the law firm of Buckley Law P.C., hereby states and alleges as follows: 1. CCG is an Oregon limited liability company with its principal place of business at 805 SW Broadway, Suite 700, Portland, County of Multnomah, State of Oregon. 2. CCG provides customized, professional real estate services that include: brokerage, consulting; project management; development services, strategic planning, and other real estate services provided to landlords, tenants, buyers, sellers, investors and developers of commercial real estate. 3. Defendant Brian M. Owendoff ( Owendoff ) is an individual residing in Multnomah County, Oregon. From September 2011 until June 2015, Owendoff worked as an independent contractor pursuant to a contract with CCG. 1 COMPLAINT Buckley Law P.C Meadows Road, Suite 200 Lake Oswego, Oregon Telephone (503) ~ Facsimile (503)

2 In September 2011, Owendoff and CCG entered into an Independent Contractor Agreement (the Agreement ), a copy of which is attached hereto as Exhibit A to this Complaint. The contents of the Agreement are incorporated into this Complaint as if stated in full herein. 5. The Agreement requires, among other things, that Owendoff work diligently and [use his] best efforts to sell commercial and industrial real estate, lease commercial real estate, solicit additional listings and customers and otherwise promote the professional real estate business of [CCG]. The Agreement also requires Owendoff to promptly submit all proposed real estate transactions to CCG and, consistent with ORS Chapter 696, document and file all such transactions with CCG. The intent of the parties as shown through the agreement was that Owendoff would promote the professional real estate business of CCG which included, among other things, consulting services and the development of a multifamily and development services group. 6. Oregon Real Estate laws require all real estate licenses to be under the supervision of one firm and managing broker. From September 2011 until June 2015, Owendoff s real estate license was located at CCG. This placed responsibility on CCG to make sure that all real estate activity with which Owendoff was involved was in compliance with Oregon Real Estate law. CCG s responsibilities included reviewing agreements, proposal, deal files, etc. CCG is expected to have all deal files in compliance with Oregon Real Estate Laws and are subject to random audits. Owendoff was aware at the time he entered into the Agreement that all of his Professional Real Estate Activities were to be run under the supervision and management of CCG as the managing broker. 26 Page - 2 COMPLAINT Buckley Law P.C Meadows Road, Suite 200 Lake Oswego, Oregon Telephone (503) ~ Facsimile (503)

3 Page - 7. Owendoff worked as an independent contractor under the Agreement and provided a variety of professional real estate services for CCG Clients. These services included consulting services along with brokerage and development work. 8. Despite the obligation to run all real estate activity through CCG according to the terms of the Agreement and Oregon Real Estate Law, Owendoff solicited and engaged in professional real estate activity with potential clients of CCG without involving CCG in the deal. 9. The deals that Owendoff solicited and engaged in without CCG s knowledge and without compensation to CCG were the kind of deals contemplated by the parties as being included within the terms of the Agreement. More specifically, the parties anticipated that Owendoff would provide real estate consulting services to current and future clients and that fee generation for both Owendoff and CCG would come through hourly consulting, brokerage commission and/or percentage of development fees based on profitability and achievement of client goals. Owendoff provided those services to individuals and companies without running those deals through CCG and profited from them. 10. In June 2015, CCG discovered that Owendoff was knowingly and willfully soliciting and engaging in professional real estate activity outside of his work for CCG and in violation of the terms of the Agreement. At that time, CCG properly terminated the Agreement with Owendoff and demanded payment for the portions of revenue which should have flowed to CCG from Owendoff s side deals. Owendoff to date has yet to repay any portion of that revenue to CCG. / / / / / / 3 COMPLAINT Buckley Law P.C Meadows Road, Suite 200 Lake Oswego, Oregon Telephone (503) ~ Facsimile (503)

4 Following the termination of the Agreement, Owendoff contacted one of CCG s clients, 3 BDC/NW Irving, LLC ( BDC ). BDC had engaged CCG through Owendoff to provide assistance with a development known as Pearl West. Owendoff contacted BDC to tell them that he would no longer work with BDC unless BDC terminated their agreement with CCG. 12. Around the same time, Owendoff began sending s to CCG apparently designed to intimidate CCG into taking a course of action which Owendoff deemed favorable to him, including but not limited to agreeing to release materials related to BDC and to release BDC from their contract with CCG. 13. These attempts to intimidate included language such as Morally bankrupt clueless lying Mormon dies immediately from bankruptcy & greed. FUCK YOU PUSSY (all caps in original). This was clearly targeting one of the CCG principals who Owendoff knows to adhere to the Mormon faith. Additional s followed referencing DEAD MEN and making slanderous allegations concerning the marital fidelity of one of the CCG principals. 14. Out of concern for their safety and the safety of their employees and clients, CCG reported the above described behavior to the Portland Police Department and contacted Owendoff through legal counsel asking that the s stop. Despite these efforts, Owendoff continued sending threatening and harassing s. FIRST CLAIM FOR RELIEF (Breach of Contract) 15. CCG re-alleges paragraphs 1-14 above. 26 Page - 4 COMPLAINT Buckley Law P.C Meadows Road, Suite 200 Lake Oswego, Oregon Telephone (503) ~ Facsimile (503)

5 The Agreement is a valid and enforceable agreement between CCG and Owendoff. 17. CCG has fulfilled all of its obligations under the Agreement and all contingencies to Owendoff s performance have been met. 18. Owendoff breached the Agreement in at least the following ways: A. by engaging in the type of professional real estate activities contemplated by the Agreement without the knowledge or participation of CCG and without providing CCG any compensation for revenue received from those activities; B. by failing to work diligently and use best efforts to sell commercial and industrial real estate, lease commercial real estate, solicit additional listings and customers and otherwise promote the professional real estate business of CCG; C. by failing to submit all real estate transactions to CCG; D. by soliciting potential clients of CCG for real estate services for the sole benefit of Owendoff; E. by breaching the implied duty of good faith and fair dealing; and. F. By violating Oregon Real Estate law. 19. As a result of Owendoff s breach of the Agreement as described above, CCG has suffered monetary loss of not less than $300,000.00, to be more specifically proven at trial. SECOND CLAIM FOR RELIEF (Intentional Interference with Economic Relations) 20. CCG incorporates paragraphs 1-19 above. 26 Page - 5 COMPLAINT Buckley Law P.C Meadows Road, Suite 200 Lake Oswego, Oregon Telephone (503) ~ Facsimile (503)

6 CCG had a business relationship with BDC. Specifically, BDC had a contractual arrangement with Owendoff through CCG related to a project known as Pearl West. 22. Owendoff intentionally interfered with that relationship by wrongful means and with a wrongful motive. Owendoff, with full knowledge of the existing contract, leveraged his unique knowledge of the work done, to pressure BDC into terminating the agreement with CCG. Owendoff refused to provide services to BDC unless BDC terminated its agreement with CCG. Owendoff also sent harassing and intimidating s in an attempt to pressure CCG. CCG was in position to perform under the agreement even following the termination of the Agreement with Owendoff. BDC, feeling they could not move forward without Owendoff s cooperation, terminated its agreement with CCG. 23. Owendoff interfered with the contract between CCG and BDC for the purpose of financially harming CCG and in retaliation for CCG terminating the Agreement with Owendoff. 24. As a result of Owendoff s intentional interference, CCG has suffered monetary loss of not less than $125,000, to be more specifically proven at trial. 25. As described above, Owendoff continues to send threatening and harassing s to CCG apparently aimed at intimidating CCG into abandoning its claims or releasing its clients and their property to Owendoff. This ongoing behavior has resulted in irreparable harm for which no adequate remedy at law exists. Therefore, CCG requests injunctive relief in the from of an order directing Owendoff to stop sending threatening and harassing s to CCG. 26 Page - 6 COMPLAINT Buckley Law P.C Meadows Road, Suite 200 Lake Oswego, Oregon Telephone (503) ~ Facsimile (503)

7 THIRD CLAIM FOR RELIEF (Fraud) 26. CCG incorporates paragraphs 1-25 above. 27. Owendoff solicited and engaged in professional real estate activities that should have been for the benefit of CCG as described above. 28. Owendoff intentionally withheld information about the above described activity and misled CCG into believing that Owendoff was running all professional real estate activity through CCG. 29. Specifically, Owendoff and CCG had a process in place where Owendoff was to report on all ongoing Professional Real Estate deals, including those deals in the pipeline. Owendoff regularly reported current and potential deals to CCG, but consistently failed to report numerous deals despite representing to CCG that he had provided a complete list of ongoing and potential deals. 30. CCG relied on Owendoff s statements and omissions to their detriment in determining and paying compensation for Owendoff and in structuring its approach to the market place. 31. As a result of Owendoff s fraud, CCG has suffered monetary loss of not less than $300,000, to be more specifically proven at trial. PRAYER FOR RELIEF WHEREFORE, Capacity Commercial Group, LLC prays for judgment as follows: 26 Page - 7 COMPLAINT Buckley Law P.C Meadows Road, Suite 200 Lake Oswego, Oregon Telephone (503) ~ Facsimile (503)

8 On plaintiff s First Claim for Relief (Breach of Contract), a judgment against defendant in an amount of money damages to be proven at trial, but not less than $300,000 plus prejudgment interest; 2. On plaintiff s Second Claim for Relief (Intentional Interference with Economic Relations), a judgment against Defendant, in an amount of money damages to be proven at trial, but not less than $125,000, plus prejudgment interest and an injunction ordering Owendoff to cease sending harassing and intimidating s to CCG, its principals and employees; 3. On plaintiff s Third Claim for Relief (Fraud), a judgment against defendant in an amount of money damages to be proven at trial, but not less than $300,000; 4. On all claims, plaintiff s reasonable costs and attorney fees as provided by contract and equity; and, 5. For such further relief as the court may deem equitable DATED August 31, BUCKLEY LAW P.C. By: s/ Joshua P. Stump Joshua P. Stump, OSB No.: Meadows Road, Suite 200 Lake Oswego, Oregon Phone: JPS@buckley-law.com Attorneys for Plaintiff Trial Attorney: Joshua P. Stump OSB No.: Page - 8 COMPLAINT Buckley Law P.C Meadows Road, Suite 200 Lake Oswego, Oregon Telephone (503) ~ Facsimile (503)

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