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IN THE CIRCUIT COURT OF THE NINTH JUDICIAL CIRCUITIN AND FOR ORANGE COUNTY, FLORIDA

THE MSA CARD, INC.,

Plaintiff,

v. CASE NO. 2015-CA-007552-A

ADRIANO SILVA,

Defendant./

ADRIANO SILVA,

Defendant-Counter-plaintiff,

v.

THE MSA CARD, INC.and THEODORE CRANIAS,

Plaintiff-Counter-defendants

/

AMENDED ANSWER, AFFIRMATIVE DEFENSES, ANDCOUNTERCLAIM OF DEFEDANT, ADRIANO SILVA

Defendant, Adriano Silva, answers the amended complaint and alleges:

1. Paragraph one (1) is denied.

Filing # 45671026 E-Filed 08/25/2016 11:03:30 AM

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2. This Defendant is without knowledge of the allegations in paragraphs two

(2) through four (4).

3. In response to paragraph five (5) this Defendant admits that he is an

individual over the age of eighteen years and denies the remaining material

allegations in paragraph five (5).

4. In response to paragraph six (6), it is admitted that this Court has

jurisdiction over the action and denies the remaining material allegations in

paragraph six (6).

5. In response to paragraph seven (7), this Defendant consents to venue in

Orange County, Florida and denies the remaining material allegations in paragraph

seven (7).

6. In response to paragraph eight (8), this defendant admits that this action is

appropriate for the Complex Business Litigation Division and denies the remaining

material allegations in paragraph eight (8).

7. Paragraph nine (9) is denied. This defendant avers specifically and with

particularity that the Plaintiff has failed to state a cause of action and cannot do so,

and that the Plaintiff failed to provide any notice of a claim of civil theft as

required by Section 772.11, Florida Statutes (2015) and other authority.

8. This defendant is without knowledge of the allegations contained in

paragraphs ten (10) through twenty-five (25).

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9. In response to paragraph twenty-six (26), it is admitted that Chiefs

Consulting engaged Silva. This defendant is without knowledge of the remaining

material allegations in paragraph twenty-six (26).

10. This defendant without knowledge of the allegations in paragraph

twenty-eight (28).

11. In response to paragraph twenty-nine (29), this defendant admits that

Exhibit "B" attached to the Complaint appears to be a copy of a document executed

by Silva and dated August 14, 201. This defendant is without knowledge of all

remaining material allegations in paragraph twenty-nine (29).

12. In response to paragraphs thirty (30) through thirty-two (32), this

defendant admits that the document speaks for itself, and denies all remaining

material allegations in paragraph thirty (30).

13. In response to paragraphs thirty-three (33)through thirty-fi9ve (35), this

Defendant admits that he signed the document attached to the complaint, marked

exhibit "C," and dated May 14, 2014 appears to be a copy of a document that he

signed and speaks for itself. This defendant is without knowledge of the remaining

material allegations of paragraph thirty-three (33) through thirty=-five (35).

14. Paragraph thirty-seven (37) is denied.

15. Paragraphs thirty-eight (36) through sixty-seven (67) are denied.

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16. This defendant responds to paragraph sixty-nine in a manner consistent

with the foregoing.

17. Paragraphs seventy (70) through seventy-six (76) are not directed to this

defendant and require no response from this defendant. To the extent that any

response is required, this defendant states that he is without knowledge of the

allegations in paragraphs seventy (7) through seventy-six (76).

18. Paragraph seventy-seven (77) is denied.

19. This defendant responds to paragraph seventy-eight (78) in a manner

consistent with the foregoing.

20. Paragraphs seventy-nine (79) through eighty-two (82) are denied.

21. Paragraph eighty-three (83) is denied.

22. This defendant responds to the allegations in paragraph eighty-four (84)

in a manner consistent with the foregoing.

23. Paragraphs eighty-five (85) through ninety-four (44) are denied.

24. Paragraph ninety-six (96) is denied.

25. This defendant responds to paragraph ninety-seven (97) in a manner

consistent with the foregoing.

26. Paragraphs ninety-eight (98) through one-hundred three (103) are

denied.

27. Paragraph one hundred four (104) is denied.

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28. This defendant responds to paragraph one hundred five (105) in a

manner consistent with the foregoing.

29. Paragraphs one-hundred six (106) through one hundred twelve (112) are

denied.

30. Paragraph one-hundred thirteen (113) is denied.

31. This defendant responds to paragraph one-h7undred fourteen (114) in a

manner consistent with the foregoing.

32. Paragraphs one hundred fifteen (115) through one-hundred twenty (120)

are denied.

33. Paragraph one-hundred twenty-one (121) is denied.

34. This defendant responds to paragraph one-hundred twenty-two (122) in a

manner consistent with the foregoing.

35. Paragraphs one hundred twenty-three (123) through one-hundred twenty-

six (126) are denied.

36. Paragraph one hundred twenty-seven is denied.

37. This defendant responds to paragraph one-hundred twenty-eight (128) in

a manner consistent with the foregoing.

38. The allegations in paragraphs one-hundred twenty-nine (129) through

one-hundred-fifty (150) are not directed toward this defendant and require no

response from him. To the extent that any response is required, this defendant

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admits that the exhibits attached to the complaint speak for themselves and denies

each and every remaining material allegation contained in paragraphs one hundred

twenty-nine (129) through one hundred fifty (150).

FIRST DEFENSE

39. The complaint fails to state a cause of action because Exhibits "A,""B,"

and "C," are repugnant to the pleaded allegations.

SECOND DEFENSE

40. The purported Silva confidentiality agreement is unenforceable for lack

of consideration.

THIRD DEFENSE

40. The Plaintiff has waived his right to recover the subject material by

reason of its failure to make timely payment for the work performed.

FOURTH DEFENSE

41. To the extent that the Plaintiff seeks to enforce any purported oral

understanding or oral agreement, the action is precluded as it seeks to enforce an

oral contract to be performed in more than one year in violation of the statute of

frauds, Section 725.01, Fla. Stat. (2015) and other authority.

FIFTHTH DEFENSE

43. All counts of the amended complaint fail to state a cause of action

because it fails to identify the purportedly misappropriated "Confidential

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Information" by name, author, date, or other identifying marks or symbols. In

consequence, a cogent response to the amended complaint is not possible.

SIXTH DEFENSE

44. All counts of the amended complaint fail to state a cause of action

because it fails to provide any identifying information for any patents, trademarks

and trade names that allegedly comprise a portion of the purported misappropriate

"Confidential Information." In consequence a cogent response to the amended

complaint is not possible.

SEVENTH DEFENSE

45. To the extent that the Plaintiff seeks injunctive or other forms of

equitable relief, the action is precluded because the Plaintiff has an adequate

remedy at law.

EIGHTH DEFENSE

46. Count IV of the amended complaint fails to state a cause of action for

damages and injunctive relief pursuant to Chapter 688 of the Florida Statutes

(2015) and other authority because it fails to describe any misappropriated "trade

secret" with "reasonable particularity."

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NINTH DEFENSE

48. Count V of the amended complaint fails to state a cause of action

because it fails to allege the occurrence of any action undertaken with criminal

intent.

TENTH DEFENSE

49. This Plaintiff's purported damages are the direct or proximate result of

conduct of the Plaintiff or others over whom the Plaintiff had control by its own

failure to properly protect its claimed intellectual property or confidential

information rights through timely and appropriate agreements.

ELEVENTH DEFENSE

50. The Plaintiff's alleged damages are the direct result of his own

negligence by failure to properly protect its claimed intellectual property or

confidential information rights through timely and appropriate agreements.

TWELFTH DEFENSE

51. This defendant is entitled to a set-off from damages awarded to the

Plaintiff in the amount of his recovery arising out of his counterclaim.

THIRTEENTH DEFENSE

52. This defendant is entitled to recoup from the Plaintiff's damages the

amount recovered from the Plaintiff in the amount of his recovery arising out of his

counterclaim.

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FOURTEENTH DEFENSE

53. This defendant is entitled to an allocation of any damages recovered by

the Plaintiff between the persons, corporations, limited liability companies, or

other business entitles pursuant to Section 768.81, Florida Statutes (2015) and

other authority.

COUNTERCLAIM

Defendant/Counter-Plaintiff, Adriano Silva (“Silva”) sues Plaintiff/Counter-

Defendant, The MSA Card, LLC (“MSA”), and alleges:

COMMON ELEMENTS

1. This is an action for injunctive relief and for damages that exceed

$15,000 and where the amount in controversy exceeds $15,000 exclusive of

interest costs and attorney’s fees.

2. Silva is a resident of the State of Florida.

3. MSA is a Florida Corporation.

4. Venue is appropriate in Orange County, Florida due to the

counterclaims arising from the same transactions and occurrences as MSA’s causes

of action, and because the cause of action accrued in Orange County, Florida.

5. While Silva was acting pursuant to an engagement by Chief's

Consulting Group, Inc., MSA, through its owner and principle Theodore Cranias

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(“Cranias”) became aware of the fact that Silva serves as an assistant pastor for the

Christian Church of Orlando, Inc. (hereafter "Christian Church").

6. Since 2006, Silva has been an active participant in the Christian

Church's services, ministries, and other activities of the Christian Church. Silva

also became an assistant pastor at the Christian Church in 2012, and is pursuing a

Master’s Degree in theology to be issued by the Reformed Theological Seminary

with the expectation of becoming a full-time pastor.

7. On or about December 9, 2015, MSA, acting through Cranias, sent a

letter by U.S. Mail which was received by Marcia Boselli (the Vice President of

the Christian Church and wife of its principal pastor), as well as by the United

States Department of Justice Tax Enforcement Division, the Internal Revenue

Service, and Rebecca Augustine (wife of co-defendant Kerry Augustine). A true

and correct copy of this letter is attached and marked Exhibit "A" (hereinafter

"Church Letter").

8. The Church Letter contains false statements of fact, falsely implied

facts, and other misleading innuendo regarding Silva by alleging that he committed

crimes when no factual basis exists to support such a contention.

9. The false allegations in the Church Letter caused injury to Silva in his

business, reputation and occupation.

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10. On or about December 23, 2015, MSA, through Cranias, sent another

letter by U.S. Mail which was received by Robert J. Cara, Provost and Chief

Academic Officer of the Reformed Theological Seminary in which Silva is

enrolled and pursuing his Masters Degree in Theology (hereafter, "RTS Letter). A

copy of this letter is attached and marked Exhibit "B."

11. The RTS Letter contains false statements of facts, falsely implied

facts, and misleading innuendo by alleging that Silva has committed crimes when

no such factual basis exists to support such a contention.

12. The false allegations in the Church Letter caused injury to Silva in his

business, reputation and occupation.

13. MSA sent Exhibits A & B while settlement discussions in this action

were being attempted for the purpose of extorting a settlement offer from Silva

exceeding any reasonable settlement value of the claims in this case.

COUNT IMSA INTENTIONAL INTERFERENCE WITH

SILVA’S BUSINESS RELATIONSHIPS

14. The allegations in paragraphs 1 through 13 are realleged as if fully set

forth here.

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15. At all pertinent times, Silva had business relationships with The

Christian Church of Orlando, Inc., Marcia Boselli, and the Reformed Theological

Seminary.

16. The statements made in the Church Letter and in the RTS Letter were

deliberately and specifically intended to interfere with Silva's business

relationships by misrepresenting material facts and law with the purpose of making

the recipients believe that Silva is a criminal, when no factual basis exists for such

a contention.

17. The Church Letter and the RTS Letter were deliberately and

intentionally sent by MSA only out of spite, or as an attempt to extort an unjust

resolution of this action, or for other unjustified motives.

18. The Church Letter and the RTS Letter have in fact interfered with and

damaged Silva’s business interests with the Christian Church and with the

Reformed Theological Seminary.

WHEREFORE, Silva demands a jury trial and an award of his damages

against MSA and an award of his costs and pre- and post judgment interest.

COUNT IIMSA OUTRAGE (Intentional Infliction of Emotional Distress)

19. The allegations in paragraphs one 1 through 13 are realleged as if set

forth here.

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20. MSA delivered Exhibits A & B to Silva, the Orlando Christian

Church, Inc., and the Reformed Theological Seminary, intentionally or recklessly,

and with the intent to cause severe emotional distress to Silva.

21. In addition, between November 2015 and January 2016, MSA sent

several more letters

22. Silva did suffer severe emotional distress as a result of MSA’s actions.

23. MSA’s actions were outrageous, atrocious and utterly intolerable in

civilized community, and were taken for no legitimate purpose.

WHEREFORE, Silva demands a jury trial and an award of his damages

against MSA and an award of his costs and pre- and post judgment interest.

CERTIFICATE OF SERVICE

I hereby certify that a copy of the foregoing has been furnished by electronic

service by way of the Florida e-filing portal this 25th day of August, 2016.

DAVID POPPER, P.A.The Gateway Center1000 Legion Place, Suite 1200Orlando, Florida 32801Telephone: (407) 539-1683Facsimile: (407) 539-2679dhpopper@gmail.com

By: David H. Popper Esq.David H. Popper, Esq.Florida Bar No. 282766

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SERVICE LIST

Tucker H. Byrd, Esq. J. Timouthy Shulte, Esq.tbyrd@byrdcambell.com tschulte@zkslawfirm.com

J. Carlos Real, Esq. Justin T. Peterson, Esq.creal@byrdcambell.com Justin@jtpetersonlaw.com