REED, DAVID E VS EE&G MANAGEMENT SERVICES LLC, 2013-031390-CA-01, Doc-87-Motion-for-Summary-Judgment (Fla. 11th Cir. Ct. Aug. 24, 2020) (2024)

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`(“SAC”).1 Both claims seek a determination that Reed could not be forced to sell his units in EEG
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`Holdings under the buyout provisions of the operative Agreement Among Owners (“AAO”).
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`2.
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`EEG Holdings is a holding company that is the parent to several active legal
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`entities. In 2005, the members of EEG Holdings entered into an AAO that always contemplated
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`that only current employees of the enterprise would be permitted to own equity.2 The relevant
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`provisions of the AAO at issue here compel an Owner who leaves the employ of the enterprise to
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`sell his or her member interests to EEG Holdings or other signatories to the AAO at an agreed
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`upon formula depending upon the reason for the departure (voluntary or involuntary).
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`3.
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`A year earlier, in 2004, EEG Holdings decided to create EEG Management
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`Services, LLC, an additional wholly owned subsidiary that since that time has acted as an
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`employee leasing company that supplied employees, including Reed, to the various subsidiaries
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`of EEG Holdings. Since then, EEG Holdings and all its wholly owned subsidiaries, other than
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`EEG Management, had no employees. But the AAO did not reference EEG Management as a
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`“Company” other than in the general umbrella of a subsidiary of EEG Holdings. Reed has
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`seized on that to claim that since he was an employee of EEG Management and not EEG
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`Holdings, the buyback provision in the AAO does not apply to him because EEG Management
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`was not defined as a “Company” in the AAO. If he is correct – he is not - that crucial provision
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`1 But Reed’s position as to his status as an employee of EEG Holdings for purposes of Count I is
`highly relevant to summary judgment on Counts IV and V.
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`2 The lone exception was for the owner and original founder, Charles Evans, who owned shares
`despite no longer being an employee of the enterprise. In fact, in 2003, prior to the enterprise
`restructure in 2005, the Owners were governed by an earlier agreement (when all Owners were
`employed by the single entity) where, upon termination of an Owner for any reason, the Company
`was given the first option to purchase all his or her units. That concept - only employees could
`own member interests - never changed.
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`2
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`would have no sphere of operation, which is antithetical to principles of contract interpretation
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`because none of the holding companies defined in “Company” has had any employees since 2004.
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`4.
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`As it went, and notwithstanding that EEG Holdings had no employees, all its
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`Owners, including Reed, continued to abide by its buyout provisions in the 2005 AAO whenever
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`a member sold off his or her shares. To be sure, Reed himself personally benefited financially by
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`exercising his purchase rights of additional shares in EEG Holdings under the same set of
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`provisions of the AAO. He used those provisions to amass a 20 percent member interest in EEG
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`Holdings, which was the second largest among the employee-Owners.
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`5.
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`After Reed was terminated for cause in 2013, EEG Holdings exercised the same
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`buyback provisions in the AAO for his member interest under the applicable formula therein for
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`an employee-Owner terminated for cause. Reed’s only complaint then was that he was wrongfully
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`terminated from his employment and he sued both EEG Management and Holdings on that basis—
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`claiming both were liable as employers for his termination. He did not claim that the buyout
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`provisions of the AAO did not apply to him because he knew it was his and the other Owners’
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`intent that they did. Not until two and a half years after his termination did he (presumably through
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`his then counsel’s imagination) file his Second Amended Complaint (“SAC”) and sue for breach
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`of contract, claiming he could never be forced to sell his member interest in the enterprise and for
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`declaratory judgment along the same lines.
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`6.
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`Until now, Reed was able to keep his curious legal position – that the buyback
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`provision in the AAO did not apply to his ownership interests - viable simply by claiming he was
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`not an employee of EEG Holdings. In 2016 he moved for summary judgment on that basis, but it
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`was denied because the predecessor judge understood that his position collided with the practical
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`realties and would also require the important and material buyout provisions to be written out of
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`3
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`the Agreement. Judge Arzola, in denying summary judgment, found “there is a latent ambiguity
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`in the agreement among owners (AAO) requiring the introduction of parol evidence that Plaintiffs’
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`interpretation of the AAO would render meaningless several of its provisions.” (See Order
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`Denying Plaintiff’s Summary Judgment attached as Exhibit A.)
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`7.
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`But recently Reed materially altered the legal landscape when he admitted in
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`requests for admission in connection with his wrongful termination claim (Count I) that he was, in
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`effect, an employee of EEG Holdings. Specifically, Reed has admitted he considers himself an
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`“employee” of EEG Holdings for purposes of Florida’s Labor Regulations. (See Reed Admissions
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`attached as Exhibit B.) Reed’s subjective intent combined with his own actions in acquiring units
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`under the AAO’s buyback provisions, and all other owners’ understanding and interpretation of
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`the AAO renders Reed’s allegations in Count IV and V (that he is not bound by the buyback
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`provisions of the AAO) untenable. That admission brought him in line with the positions of all
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`members of EEG Holdings for over a decade, viz: all recognized that the creation of a wholly
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`owned subsidiary – EEG Management – to employ all members of the EEG Holdings enterprise
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`was a device that did not alter the basic intent and purpose behind the buy-out provision in the
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`AAO whenever a member-employee left the enterprise.
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`8.
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`Accordingly, the ambiguity of which the predecessor judge spoke in declining
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`summary judgment to Reed (evincing a disposition that EEG Holding’s interpretation is the only
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`one that made any sense) is no longer even an issue given Reed’s admission that he was, in effect,
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`an employee of EEG Holdings for purposes of employment law. It is now therefore manifest that
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`the buyback provisions of the AAO – that he has stridently tried to avoid - apply to him. EEG
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`Holdings therefore acted properly in exercising the buy-back provisions to force Reed out of
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`ownership and compensate him for his interests under the applicable formula of the AAO.
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`4
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`STATEMENT OF UNDISPUTED FACTS
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`9.
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`On November 11, 2005, EEG Holdings, Reed, Reed Holdings, and EEG Holdings’
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`other owners executed the Agreement Among Owners of Evans Environmental and Geological
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`Science and Management, LLC, EE&G Holdings, LLC and Ecos Group, Inc. (“AAO”). (Exhibit
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`C hereto and attached to the SAC).
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`10.
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`Article IV is the Mandatory and Optional Purchase of Equity Interests, spans four
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`and a half pages, and outlines specific buyout scenarios for the Owners, including Reed. (Exhibit
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`C.)
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`11.
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`Reed, as Owner and officer, was involved in discussions about and the drafting the
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`AAO. (Gipe Aff. ¶ 4.) Prior to the 2005 restructure and execution of the AAO, the enterprise was
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`governed by a 2003 agreement which also required an Owner to be an employee, and the Owners
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`never wavered from that founding principle.
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`12.
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`Several of the defined “Purchase Events,” including the one at issue here in Section
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`4.2(b)(iv), relate to and are dependent upon an Owner’s change in his or employment status with
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`the various companies. (Exhibit A at pp. 7-8.)
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`13.
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`A year earlier, in 2004, EEG Holdings formed EEG Management that would act as
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`an employee leasing company for all of its active subsidiaries. Thus, from that time forward until
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`today, neither EEG Holdings nor any of its wholly owned subsidiaries other than EEG
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`Management has any employees. (Gipe Aff. ¶ 7.)
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`14.
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`At the time of the AAO’s drafting and execution in 2005, the Owners understood
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`reference to “employment” and “employees” in the AAO to include the owners in their capacities
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`as employees of the EEG Enterprise. (Gipe Aff. ¶¶ 8,9.) That is because, as noted, EEG
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`5
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`Management was formed in 2004 as a wholly owned subsidiary of EEG Holdings that was created
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`to employ and lease all employees of the enterprise to the various subsidiaries of EEG Holdings.
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`15.
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`In 2010, EEG’s founding Owner, Charles Evans, sold off the majority of his shares
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`to the other owners, including Reed, pursuant to Section IV of the AAO. Evans was not an
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`employee of the enterprise at the time - but had been an employee of EEG Management, the same
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`company that employed Reed – and Evans sold off shares pursuant to the same set of provisions
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`Reed claims are now meaningless and apply to no one. (Gipe Aff. ¶¶ 10, 11.)
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`16.
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`Reed was actively involved in this buyout and purchased a significant portion of
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`Evans’ member interest – enabling him to rise to the second largest Owner by percentage interest
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`- thus availing himself to his significant benefit of the provisions in Section IV of the AAO. (Gipe
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`Aff. ¶¶ 10, 11.)
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`17. On May 8, 2020, Reed admitted in answers to request for admission that he “was an
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`employee of EE&G holdings pursuant to Chapter 448 of the Florida Statutes” and that “EE&G
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`Holdings was his employer as defined by Fla. Stat. 448.101(3).” (Exhibit B hereto.)
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`18.
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`To be clear, Reed’s admissions are:
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`David E. Reed admits that was an employee of EE&G Holdings
`pursuant to Chapter 448 of the Florida Statutes. (sic)
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`David E. Reed admits that EE&G Holdings was his employer as
`defined by Fla. Stat. §448.101(3).
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`Chapter 448, Florida Statutes are Florida’s “General Labor Regulations” that
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`19.
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`outline the terms and conditions of employment in Florida. Section 448.101(3), Florida Statues
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`defines “employer” as: “any private individual, firm, partnership, institution, corporation, or
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`association that employs ten or more persons.”
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`6
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`WHEREFORE, Defendant, EE&G Holdings, moves for summary judgment on the
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`pleadings as to Counts IV and V and for further relief the Court deems just.
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`MEMORANDUM OF LAW
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`I.
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`THERE ARE NO GENUINE ISSUES OF MATERIAL
`FACT IN DISPUTE; REED WAS AN EMPLOYEE OF
`EEG HOLDINGS FOR PURPOSES OF THE AAO.
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`“Summary judgment is proper if there is no genuine issue of material fact and the moving
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`party is entitled to judgment as a matter of law.” Volusia Cty. V. Aberdeen at Ormond Beach, L.P.,
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`760 So. 2d 126, 130 (Fla. 2000). It “is designed to test the sufficiency of the evidence to determine
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`if there is sufficient evidence at issue to justify a trial or formal hearing on the issues raised in the
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`pleadings.” Estevez v. Citizens Property Insurance Corporation, _ So. 3d _ 2020 WL 2176719
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`(Fla. 3d DCA May 6, 2020) (Supreme Court cite omitted). This recent case by the Third District
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`is a move decidedly towards the federal standard. But even under the old standard, EEG is entitled
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`to summary judgment.
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`Where a motion for summary judgment is supported by evidence which reveals no genuine
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`issue of material fact, it is not sufficient for the opposing party merely to assert that an issue does
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`exist. Rather, the opposing party must come forward with evidence sufficient to generate an issue
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`on a material fact. F&R Builders v. Lowell Dunn, 364 So.2d 826, 828 (Fla. 3d DCA 1978);
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`“Issues of fact do not arise merely because a party disagrees with the facts established by
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`competent evidence submitted by the moving party in a summary judgment proceeding.” Id. See
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`also Bradley v. Fort Walton Beach Medical Center, Inc., 260 So. 3d 1178, 1180 (Fla. 1st. DCA
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`2018) (affirming summary judgment in action for breach of a lease agreement because party
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`opposing summary judgment must “do more than generally disagree” with moving party’s
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`7
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`assertions, and “general allegations and legal argument do not constitute evidence of disputed
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`issues of material fact”).
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`A. Reed was an “employee” of EEG Holdings for purposes of the AAO.
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` Even before Reed’s admission, EEG Holdings presented sufficient competent evidence
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`that Reed was an “employee” for purposes of the AAO buyout provisions in Section 4.2.3 Any
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`other interpretation would render numerous provisions of the AAO entirely meaningless and of no
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`effect. “[A] court may not interpret a contract so as to render a portion of its language meaningless
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`or useless.” Miami-Dade County Expressway Authority v. Electronic Transaction Consultants
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`Corp., 2020 WL 20628 *1 (Fla. 3d DCA Jan. 2, 2020); See Julian Depot Miami, LLC v. Home
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`Depot U.S.A., Inc., 364 F. Supp. 3d 1354, 1359 (S.D. Fla. 2018) (Applying Florida law and basic
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`contract interpretation principles—court should not interpret a contract to leave a part
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`unreasonable or of no effect.)
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`This was already noted by the Judge Arzola when he properly denied summary judgment
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`for Reed, who claimed as a non-employee of EEG Holdings itself (but of the employee leasing
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`company that employed everyone) the buy-back provisions of the AAO did not apply to him. That
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`position would have the legal effect of writing the buyback provisions out of the AAO, which
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`should never be done as a matter of contract interpretation. Thus, Judge Arzola acknowledged the
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`merit in EEG Holdings’ legal position. EEG had not filed a cross-motion for summary judgment
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`at that time or it may have been granted.
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`3 To conclude otherwise would be to make a material provision in the AAO nonsensical and
`inoperative. No “Company” defined in the AAO had any employees on the day it was executed.
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`8
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`But now, since Reed has admitted he is an employee of EEG Holdings, contract
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`interpretation and any issues of ambiguity are no longer an issue and Reed is bound by the
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`following provision in the AAO:
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`4.2 Purchase Events. …
`…
`(b) For purposes of this Agreement, a “Purchase Option Event” is
`any of the following events:
`…
`(iv) An Owner is terminated from his or her employment with any
`Company for “Cause.” For purposed hereof (sic), Cause shall
`include without limitation: (i) any action by the Owner which
`constitutes a material breach or violation of any covenant,
`agreement or obligation of the Owner under any employment
`agreement the Owner has with a Company, (ii) Owner’s actions or
`omissions that would constitute a crime under federal or state law,
`(iii) Owner’s actions or missions that constitute fraud, dishonesty or
`gross misconduct, (iv) Owner’s breach of any fiduciary duty or any
`breach of any duty causing material injury to the Company, (v)
`Owner’s habitual absence from or failure to appear at work other
`than for approved vacations or other approved absences, (vi)
`Owner’s inability to perform his material duties to the reasonable
`satisfaction of the Company due to alcohol or other substance abuse,
`or (vii) any misdemeanor involving moral turpitude or any violation.
`In the event of a termination for Cause of an Owner, the
`“Transferor” shall be
`the Owner
`terminated
`for Cause.
`Notwithstanding the foregoing, the Companies and other Owners
`may pursue any claims they have against the Owner terminated for
`Cause for damages caused to the Companies or other Owners.4
`…
`4.5 Determination of Purchase Price. The purchase price for all of a
`deceased or Departing Owner’s Equity Interest shall be determined
`as follows:
`…
`(b)(iv) If the Purchase Option Event described in Section 4.2(b)(iv)
`occurs (e.g. termination for Cause), then the purchase price shall be
`forty percent (40%) of a sum determined by multiplying a fraction,
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`4 If these provisions are meaningless, there would be no provision that provides for removal of an
`Owner from EEG for improper conduct. Thus, an Owner of EEG Holdings convicted of a felony,
`who breached her or his fiduciary duty to the company, stole from the company, physically
`assaulted another employee or otherwise engaged in heinous and disloyal acts against the company
`or other Owner could never be removed as an Owner, which is contrary to the founding principles
`of the enterprise.
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`9
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`the numerator of which is the Aggregate Weighted Percentage
`Interest of the Departing Owner’s Equity Interest in all Companies
`and the denominator of which is One Hundred (100), by the
`“Determined Value” of the Companies.
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`B. Reed Benefitted From Being Considered an Employee of EEG
`Holdings and is Estopped From Changing His Position Now.
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`EEG Holdings’ CEO Tim Gipe affirmed that use of “employment” and “employees” in the
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`AAO included Reed, Gipe himself, and all other individual owners that were employed by the
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`EE&G Enterprise; otherwise the buyout provision has absolutely no application and meaning.
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`Consistent with Gipe’s affirmation, in 2010 Reed took advantage of the buyout provisions
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`in Section IV of the AAO when Charles Evans, founder of the enterprise, sold off a significant
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`portion of his units. It is disingenuous for Reed to have availed himself of the benefits of the AAO
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`then, and now disavow the same set of provisions when they do not favor him. In Billings v. City
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`of Orlando, 287 So. 2d 316 (Fla. 1973), a dispute over pension fund provisions in former police
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`officers’ employment contracts, the Florida Supreme Court held:
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`Having accepted the conditions of their contracts with the city and
`having enjoyed the benefits provided by these contracts while they
`remained in the city’s service, the petitioners may not now reject the
`portions which displease them at this late date. One who accepts the
`benefits of a contract cannot, having retained these benefits,
`question the validity of the contract.
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`Id. at 318; see also Pipeline Contrs., Inc. v. Keystone Airpark Auth., 276 So. 3d 436, 439 (Fla. 1st
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`DCA) (finding a plaintiff who reaps the benefits of an agreement could not later disavow that
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`agreement).
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`As in Billings, Reed enjoyed the benefits of the AAO during his employment with EE&G.
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`From 2005 to 2013, he took advantage of its buyout provisions, purchasing significant shares to
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`enrich himself and Reed Holdings. Only after 8 years of retaining the benefits of the AAO does he
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`10
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`now seek to disavow the validity of the key part of the agreement from which he personally
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`benefitted. His prior actions preclude him from doing so.
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`C. Reed’s Recent Admission That He Was an Employee Seals the Deal.
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`Reed’s affirmative admission eliminates any lingering doubts about the applicability of the
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`buyout provisions of the AAO to him.5 And he cannot now – through affidavit or otherwise – take
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`a conflicting position to defeat summary judgment. Elison v. Goodman, 395 So.2d 1201, 1201-02
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`(Fla. 3d DCA 1981) (“[A] party is not permitted to alter a previously asserted position simply to
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`avert summary judgment.”); Lesnick v. Duval Ford, LLC, 185 So.3d 577, 580 (Fla. 1st DCA 2016)
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`quoting Ellison v. Anderson, 74 So.2d 680, 681 (Fla. 1954) (“[A] a litigant when confronted with
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`an adverse motion for summary judgment, may not contradict or disavow prior sworn testimony
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`with contradictory sworn affidavit testimony.”)
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`Even if Reed were to claim that his admission solely meant that he was an employee of
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`EEG Holdings for purposes of Count I for retaliatory termination and he is still not an employee
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`for purposes of Counts IV and V, he cannot have it both ways. One cannot approbate and reprobate
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`at the same time. Adams v. Hackensack Trust Co., 156 Fla. 20, 21 (Fla. 1945) (“The law will not
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`permit litigants to blow hot and cold in a transaction.”); Horizons North Condo. No. 1 Assoc., Inc.
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`v. Norbro I, 551 So.2d 526, 528 (Fla. 3d DCA 1989) (Third District upheld a summary judgment
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`on a contract interpretation issue where the plaintiff agreed defendant was the “developer” for one
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`purpose under the agreement, but not another; the Third District held “[a]ppellant may not have it
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`both ways.”).
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`5 We underscore that this was a deliberate admission, not a “technical” one by default for failure
`to timely answer.
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`11
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`Pleading in the alternative—even pleading alternative facts—may be permitted, but once
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`those allegations are etched in evidence as facts, a party cannot rely on two sets of contradicting
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`facts to support his claims. See Kramer v. Landau, 113 So. 2d 756, 758 (Fla. 3d DCA 1959).
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`In Kramer, the appellant brought an action for injuries sustained in a car accident but
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`offered two conflicting statements as to whether the appellee properly stopped or violated a stop
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`sign. Id. The court held the appellant could not take inconsistent positions in order to avoid
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`summary judgment, nor could the appellant repudiate earlier sworn testimony to create a genuine
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`issue of material fact. Id. Here, as in Kramer, Reed cannot assert both that he is an employee of
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`EEG Holdings, and at the same time, that he is not an employee of EEG Holdings in order to avoid
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`summary judgment on some or all of his claims.
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`WHEREFORE, EEG Holdings moves for summary judgment on Counts IV and V of the
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`SAC and find that EEG Holdings did not breach the AAO (Count IV) and that Reed is not entitled
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`to the declaratory judgment he seeks in Count V, because the buyout provisions apply to him.
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`CERTIFICATE OF SERVICE
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`I certify that the foregoing document has been furnished to the attorneys listed below on
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`August 24, 2020, through the Court’s e-filing portal pursuant to Florida Rule of Judicial
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`Administration 2.516 (b)(1).
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`Stanley A. Bunner, Jr., Esq.
`Law Office of Stanley A. Bunner, Jr., PLLC
`Counsel for Plaintiffs David Reed and D. Reed Holdings, Inc.
`13490 Old Livingstone Road
`Naples, Florida 34109
`stan@bunnerlaw.com
`colleen@bunnerlaw.com
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`Young, Berman, Karpf & Gonzalez, P.A.
`1001 Brickell Bay Drive, Suite 1704
`Miami, Florida 33131
`Telephone: 305-945-1851
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`12
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`Andrew S. Berman, Esq.
`Jamie L. Webner, Esq.
`Primary: aberman@ybkglaw.com
`jwebner@ybkglaw.com
`Secondary: mherrera@ybkglaw.com
`Lawrence Gordich, Esq.
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`Gordich & Alagna, P.A.
`80 SW 8th Street, Suite 2000
`Miami, Florida 33130
`Telephone: 305-423-7091
`Lawrence Gordich, Esq.
`Primary: lag@gordichalagna.com
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`
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`Dated: August 24, 2020
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`Young, Berman, Karpf & Gonzalez, P.A.
`1001 Brickell Bay Drive, Suite 1704
`Miami, Florida 33131
`Telephone: 305-945-1851
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`By: s/ Andrew S. Berman, Esq.
` ANDREW S. BERMAN, ESQ.
` Florida Bar No. 370932
` JAMIE L. WEBNER, ESQ.
` Florida Bar No. 105634
` Primary: aberman@ybkglaw.com
` Primary: jwebner@ybkglaw.com
` Secondary: mherrera@ybkglaw.com
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` Lawrence Gordich, Esq.
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` LAWRENCE A. GORDICH, ESQ.
` Florida Bar No. 378097
` Primary: lag@gordichalagna.com
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`Counsel for Defendants
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`13
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`EXHIBIT A
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`EXHIBIT A
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`IN THE CIRCUIT COURT OF THE
`ELEVENTH JUDICIAL CIRCUIT IN AND
`FOR MIAMI-DADE COUNTY, FLORIDA
`
`CASE NO.: 13-31390-CA-01 (21)
`
`DAVID E. REED, and
`D. REED HOLDINGS, INC
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`Plaintiffs,
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`v.
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`EE&G MANAGEMENT SERVICES,
`LLC, EE&G HOLDINGS, LLC, and
`TIMOTHY R. GIPE, individually,
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`Defendants.
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`EE&G HOLDINGS, LLC, and EVANS
`ENVIRONMENTAL AND GEOLOGICAL
`SCIENCE AND MANAGEMENT, LLC,
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`Counter- and Third-Party Plaintiffs,
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`v.
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`DAVID E. REED,
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`Counter-Defendant.
`
`ORDER DENYING PLAINTIFFS’ MOTION FOR SUMMARY
`JUDGMENT ON COUNT IV (BREACH OF CONTRACT) AND COUNT V
`(DECLARATORY RELIEF) OF THE SECOND AMENDED COMPLAINT
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`THIS CAUSE coming before the Court upon plaintiffs David E. Reed and D. Reed
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`Holdings, Inc.’s Motion for Summary Judgment on Count IV (Breach of Contract) and Count V
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`(Declaratory Relief) of the Second Amended Complaint (the “Motion”). The Court having
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`{38356511;!}
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`

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`considered the Motion and an opposition filed by defendants in response thereto, having heard
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`argument of counsel, and being otherwise fully advised in the premises, it is hereby
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`ORDERED AND ADJUDGED that the Motion>BENIED.
`DONE AND ORDERED in Chambers this?)\ day of May, 2016.
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`Copies Furnished to:
`Ryan Roman, Esq.
`Andrew M. Moss, Esq.
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`{38356511;!}
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`2
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`EXHIBIT B
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`EXHIBIT B
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`Filing # 107260769 E-Filed 05/08/2020 04:19:42 PM
`
`IN THE CIRCUIT COURT OF THE 11th
`JUDICIAL CIRCUIT
`IN AND FOR
`MIAMI-DADE COUNTY, FLORIDA
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`
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`
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`Plaintiffs,
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`
`
`Case No:13-31390 CA -01
`
`Florida Bar No. 0170259
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`
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`DAVID E. REED, and
`D. REED HOLDINGS, INC.,
`
`
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`vs.
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`EE&G MANAGEMENT SERVICES, LLC;
`EE&G HOLDINGS, LLC; and EVANS
`ENVIRONMENTAL AND GEOLOGICAL
`SERVICES and MANAGEMENT, LLC;
`
`
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`
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`Defendants.
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`_____________________________________/
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`
`PLAINTIFFS’ RESPONSE TO DEFENDANTS’ REQUEST FOR ADMISSIONS
`DATED APRIL 10, 2020
`
`Plaintiffs, David E. Reed and D. Reed Holdings, Inc., hereby respond to the Request for
`
`
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`Admissions served by the Defendants on April 10, 2020.
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`
`
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`1. Admit that you were an employee pursuant to Section 448.102, Fla. Stat. of EE&G
`Management Services, LLC at the time of your termination.
`
`David E. Reed admits that was an employee of EE&G Management Services pursuant
`to Chapter 448 of the Florida Statutes.
`
`D. Reed Holdings, Inc. denies this request for admission.
`
`2. Admit that you were an employee pursuant to Section 448.102, Fla. Stat. of EE&G Holdings,
`LLC at the time of your termination.
`
`David E. Reed admits that was an employee of EE&G Holdings pursuant to Chapter
`448 of the Florida Statutes. David E. Reed denies that he was an employee of EE&G
`Holdings in all other aspects outside of Chapter 448, Florida Statutes.
`
`D. Reed Holdings, Inc. denies this request for admission.
`
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`Page 1 of 2
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`KUTNER, RUBINOFF & MOSS, LLP
`2665 South Bayshore Drive, Suite 301, Coconut Grove, FL 33133 Phone: 305.358.6200  Fax: 305.577.8230  www.krmlegal.com
`
`

`

`3. Admit that EE&G Management Services, LLC was your employer as defined in Section
`448.102(3), Fla. Stat., at the time of your termination.
`
`Objection, 448.102(3) does not define the term “employer.” However, David E. Reed
`admits that EE&G Management Services was his employer as defined by Fla. Stat.
`§448.101(3).
`
`D. Reed Holdings, Inc. denies this request for admission.
`
`4. Admit that EE&G Holdings, LLC was your employer as defined in Section 448.102(3), Fla.
`Stat., at the time of your termination
`
`Objection, 448.102(3) does not define the term “employer.” However, David E. Reed
`admits that EE&G Holdings was his employer as defined by Fla. Stat. §448.101(3).
`David E. Reed denies that EE&G Holdings, LLC was his employer in all other aspects
`outside of Chapter 448, Florida Statutes.
`
`D. Reed Holdings, Inc. denies this request for admission.
`
`CERTIFICATE OF SERVICE
`
`WE HEREBY CERTIFY that a true and correct copy of the above and foregoing was served
`
`via electronic filing on May 8, 2020.
`
`KUTNER, RUBINOFF & MOSS, LLP
`2665 South Bayshore Drive
`Suite 301
`Miami, FL 33133
`Phone: (305) 358-6200
`Fax:
`(305) 577-8230
`email: moss@krmlegal.com
`
`BY: s/ Andrew M. Moss
`ANDREW M. MOSS
`Florida Bar No. 0170259
`
`KUTNER, RUBINOFF & MOSS, LLP
`2665 South Bayshore Drive, Suite 301, Coconut Grove, FL 33133 Phone: 305.358.6200  Fax: 305.577.8230  www.krmlegal.com
`
`Page 2 of 2
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`

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`EXHIBIT C
`
`EXHIBIT C
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`

`

`agreement among owners
`OF
`• EVANS ENVIRONMENTAL
`AND GEOLOGICAL SCIENCE AND MANAGEMENT, LLC,
`EE&G HOLDINGS, LLC, AND ECOS GROUT, INC.
`
`THIS- AGREEMENT. AMONG OWNERS (the "Agreement''). of EVANS
`ENVIRONMENTAL AND GEOLOGICAL SCIENCE AND MANAGEMENT, LLC, a Florida
`.limited liability company ("Evans Environmental"), EE&G HOLDINGS, LLC, a Florida'limited
`liability company (“Holdings"), and ECOS GROUP, INC., a Florida corporation ("Ecos") is entered
`into as of the November 11th, 2005, by and among: CHARLES C EVANS, an individual and sole
`shareholder of and joined by C. EVANS HOLDINGS, INC., herein collectively referred to as
`("Charles"); TIMOTHY R. GBPE, an individual and sole shareholder of andjoitied by T. GIFE
`HOLDINGS, INC., herein collectively referred to as ("Timothy"); DAVID REED, an individual and
`sole shareholder of and joined by D. REED HOLDINGS, INC., herein collectively referred to as.
`("David"); JAY SALL, an individual and sole shareholder of and joined by J. SAIL HOLDINGS, .
`INC., herein collectively referred to as ("Jay"); MARK Ai SKWERES, an individual and sole
`. shareholder of and joined by M. SKWERES HOLDINGS, INC., herein collectively referred to as
`("Mark"); RICHARD GRUPENHOFF, an individual, and sole shareholder of and joined by R.
`GRUPENHOFF HOLDINGS, INC, herein collectively referred to as ("Richard"); CRAIG
`. CLEVENGER, an individual and sole shareholder of and joined by C. CLEVENGER
`HOLDINGS, INC., herein collectively referred to as ("Craig"); DANIEL COTTRELL, an
`individual and sole shareholder of and joined by D. COTTRELL HOLDINGS, INC., herein
`collectively referred to as (“Daniel"); DOUGLAS KIRK SMITH, an individual ("Douglas");
`DONALD SCHAMBACH, an individual ("Donald"); ROBERTMIRO, an individual ("Mho"); and ■
`STARR SUTTON, an individual ("Starr"). For purposes hereof the foregoing individuals and
`entities (other than Evans Environmental, Holdings and Ecos) shall be referred to singly as an .
`"Owner" and pluraly as "Owners".
`
`WITNESSETH:
`
`WHEREAS, the.Owners other than Miro and Starr are shareholders of Ecos and parties to
`that certain Shareholders Agreement dated as of September 19, 2003 (the "Shareholders
`Agreement'1); and
`
`WHEREAS, the Owners other than Miro and Starr are members of Holdings, and are parties
`to that certain Limited Liability Company Operating Agreement of Holdings dated as of March, 2004
`(the "Holdings Operating Agreement"); and
`
`WHEREAS, the Owners other than Miro and Starr and Ecos are members of Evans
`Environmental and ate parties to that certain Third Amended and Restated Limited Liability Company
`Operating.Agreement (the "Evans Environmental Operating Agreement"). For purposes hereof the
`• Holdings Operating Agreement, Evans Environmental Operating Agreement and the Shareholders
`Agreement shall be referred to herein collectively as the "Governance Agreements"; and
`
`MIA: 274013:7
`
`CONFIDENTIAL
`
`EEG00091622
`
`

`

`WHEREAS, the ownership interest percentage of and/or number of shares that each of the,
`Owners owns in Holdings, Evans Environmental and Ecos (for purposes hereof collectively the
`"Companies" dr individually a "Company") is set forth on Exhibit A attached hereto and made a part
`. hereof. For purposes hereof the ownership interest of the Owners in the Companies whether
`evidenced by shares or member interests shall be referred to as the "Equity Interests"; and
`
`WHEREAS, the business and operations conducted by Holdings and Evans Environmental are
`distinct, and this Agreement is not intended to constitute a consolidation or integration of such
`business operations whereby Holdings will be responsible for any of the liabilities of Evans
`Environmental or whereby Evans Environmental will be responsible for any of the liabilities of
`Holdings and/or its or their affiliated companies; and
`
`‘
`
`WHEREAS, ihe.purpose of this Agreement is to acknowledge