the the not just go and twirl fast

8/13/2019 the the not just go and twirl fast

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IN THE UNITED STATES DISTRICT COURTFOR THE EASTERN DISTRICT OF VIRGINIA

(Alexandria Division)__________________________________________

)

LewisWilson Automotive LLC )1930 Issac Newton Square, Suite 250 )Reston, Virginia 20190 )

)Plaintiff, )

)v. )

)Jeffrey Blutarsky )7778 Skylineview )Concord, Ohio 44060 )

)and ))

Product Base LLC ) Civil Action No.7778 Skylineview )Concord, Ohio 44060 )

)and )

)Product View )7778 Skylineview )Concord, Ohio 44060 )

)and )

)Magna Intier Automotive Interiors )Of America, Inc. )a/k/a Intier Automotive Seating )Of America, Inc. )39600 Lewis Drive )Suite 3000 )Novi MI 48377 )

)and )

)Jeff Soncrant )424 West Oakridge Street )Ferndale, Michigan 40220 )

)and )


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)

John Laslavic )30 Delia Place )Woodbridge Ontario, L4L-8P6 )

)and ))

ProductBase, Incorporated )30 Delia Place )Woodbridge Ontario, L4L-8P6 )

)and )

)1469752, Ontario Limited )30 Delia Place )

Woodbridge Ontario, L4L-8P6 ))and )

)Thai Nam )2256 Serra Drive )Sterling Heights, Michigan 48310 )

)Defendants. )

__________________________________________)

COMPLAINT

Plaintiff, LewisWilson Automotive LLC ("LewisWilson"), files this Complaint against

Jeffrey Blutarsky ("Blutarsky"), Product Base LLC ("Product Base"), Product View LLC

("Product View"), Magna Intier Automotive Interiors of America, Inc, ("Magna"), Jeff Soncrant

(Soncrant), John Laslavic (Laslavic), 1469752, Ontario Limited (Ontario Limited),

ProductBase, Incorporated, and Thai Nam ("Nam") (collectively, "Defendants"), seeking relief

for various breaches of contract and for various tortious injuries inflicted by Defendants against

LewisWilson.


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THE PARTIES

1. Plaintiff LewisWilson is a Maryland corporation with its principal place ofbusiness located at 1930 Isaac Newton Square, Suite 250, Reston, Virginia 20190.

2. Defendant Blutarsky is an individual residing at 7778 Skylineview, Concord,Ohio 44060.

3. Upon information and belief, Product Base is a limited liability companyformed under the laws of Ohio with its principal place of business located at 7778 Skylineview,

Concord, Ohio 44060.

4.

Upon information and belief, Product View is a trading name used by either

Product Base LLC and or Blutarsky operating in Ohio for the purpose of conducting consulting

business. It has no registry in Ohio, but appears to conduct business from 7778 Skylineview,

Concord, Ohio 44060.

5. Defendant Magna is a Delaware corporation with its principal place of businesslocated at 39600 Lewis Drive, Suite 3000 Novi, Michigan 48377.

6. Defendant, Jeff Soncrant, is an individual employed by Magna, whose title isPLM systems director. Soncrant resides at 424 West Oakridge Street, Ferndale Michigan,

40220.

7. Defendant, John Laslavic, is a consultant and former employee of aLewisWilson affiliated company, LewisWilson Business Consulting Canada Corp., Nova Scotia,

and unlimited liability company. He lives at 30 Delia Place, Woodbridge Ontario, L4L-8P6.

8. Defendant, ProductBase, Incorporated, upon information and belief, is aCanadian Corporation with its principal place of business in Canada.


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9. Defendant, 1469752 Ontario Limited, is a Canadian company, with its principalplace of business in Canada.

10. Defendant Nam is an individual residing at 2256 Sierra Drive, Sterling Heights,Ohio 48310.

JURISDICTION AND VENUE

11. This Court has subject matter jurisdiction pursuant to 28 U.S.C. 1332.12. Venue is proper in this Court pursuant to 28 U.S.C. 1391(a).

FACTS

13.

LewisWilson is in the business of providing consulting services on business,

engineering and product life cycle systems and processes, primarily to tier one and other

automotive suppliers.

14. Blutarsky was an employee of LewisWilson, working under an employmentagreement. See Blutarsky Employment Agreement, attached hereto as Exhibit A.

15. Blutarsky began his employment with LewisWilson on December 2, 2002. Onor about June 6, 2004, Blutarsky, per the terms of his employment agreement, purchased stock in

LewisWilson giving him a 5% ownership of LewisWilson.

16. Blutarsky was the program manager working for LewisWilson at Magna.Blutarsky began working at Magna as the program manager on purchase order # 056788, (the

Magna PO), on December 6, 2004.

17. Magna is a tier one auto supplier, providing goods and services to the majorauto manufacturing companies worldwide. On January 17, 2005, Magna signed the Magna PO

for consulting services with LewisWilson. The work had already begun in December of 2004.

The Magna PO was a fixed price contract, with a value of $952,795. LewisWilson was to


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provide services to include support of project management, PDM (project development

management) project support, CAD (computer aided design) support, management and

development of business processes and data design, Teamcenter engineering, and managing

organizational change and management activity.

18. Soncrant was the program manager working for Magna on the Magna PO withLewisWilson. Soncrant had the authority to administer the Magna PO on behalf of Magna,

including the authority to terminate or change the Magna PO scope, and to find and procure, as

needed, additional work related to the Magna PO.

Blutarsky, With The Aid Of Others, Usurps LewisWilsons Business

19. Product Base is a company formed, controlled, and operated by Blutarsky.Product Base was formed in June, 2005, while Blutarsky was an employee of LewisWilson. See

State of Ohio Certificate, attached as Exhibit B.

20. Blutarsky has a contractual obligation to reveal any ownership interest in anycompany in which his ownership interest exceeds 5%. See BlutarskyEmployment Agreement,

Exhibit A, 7(a).

21. Blutarsky did not reveal this ownership interest to LewisWilson.22. Upon information and belief, Product View is a company associated with

Product Base, or it is the trading name for Product Base.

23. Blutarsky, upon information and belief, has been conducting business under thename of Product View since April, 2005, while working for LewisWilson. This activity was

strictly forbidden by Blutarskys employment contract. See BlutarskyEmployment Agreement,

Exhibit A, 7(a).

24. Laslavic is a former employee to LewisWilson Business Consulting Canada.Laslavic developed with LewisWilson Business Consulting Canada a related LewisWilson


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entity certain software solutions adaptable to automotive suppliers for use in managing

business processes. This product, whose development was funded in part by LewisWilson-

related companies, is a software called, Product Base or alternatively the Prometheus

Software.

25. Upon information and belief, Laslavic markets Product Base or the Prometheussoftware through ProductBase, Incorporated and/or Ontario Limited. This software is custom,

and thus is not available from anyone other than Laslavic. Upon information and belief, no other

person or entity, other than Laslavic or his shell companies owns or possesses the software.

26.

On or about January, 2005, LewisWilson entered negotiations with Blutarsky to

assume greater responsibility for LewisWilson and to secure his position on the Magna PO,

LewisWilsons largest contract. In conjunction with these negotiations, Blutarsky was offered

additional salary and additional ownership in the Company. He received a monthly raise of

2083.33, moving his salary from $150,000 to $175,000 annually. Blutarsky also was granted an

additional 5% of LewisWilson stock, bringing his ownership share to 10% of the Company.

Blutarsky was made these additional offers to secure his employment with the company in light

of his necessary skills in managing the Magna PO. All aspects of his original employment

agreement remained unchanged.

27. In or about March of 2005, upon information and belief, Blutarsky, togetherwith Soncrant and others at Magna, conspired to help Blutarsky obtain a lucrative consulting

agreement with Magna (the Product View PO), which agreement was separate from the Magna

PO.

28. The Product View PO included work related to the Magna PO work of thetype specifically done by LewisWilson. Additionally, the Product View PO, upon information


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and belief, included some work with the Product Base or Prometheus Software. The software

solution used in the Product View PO could only have been available for implementation by

Blutarsky and his shell entities through an association with John Laslavic and/or his shell

entities, the exclusive owners and developer of the.

29. Blutarsky never mentioned this additional work to LewisWilson. Instead, hekept the work for himself and his company, Product Base. Upon information and belief,

Blutarsky, or Blutarsky on behalf of Product Base, entered into an agreement with Laslavic or

one of his shell companies, Ontario Limited or ProductBase, Incorporated, to obtain the Product

Base Software necessary to win the Product View PO. Laslavic knew, as did his shell companies

through him, that this work was a LewisWilson opportunity, and that Blutarsky would be in

violation of his fiduciary duties as an owner, as an owner of LewisWilson, as well as his

contractual duties by usurping the Product View PO to another entity.

30. On or about April, 2005, Soncrant sent the Product View PO to Blutarsky in thename of Product View. The PO was for additional work valued at $359,000.00.

31. Upon information and belief, Blutarsky used confidential business informationand business bidding information from LewisWilson, together with the confidential information

of a LewisWilson competitor, provided by sources inside Magna, to obtain the Product View PO

for himself and/or his companies, Product Base and Product View.

32. The work Blutarsky, Product Base and Product View were to provide Magnawas work that directly competes with LewisWilson in violation of Blutarskys employment

agreement and fiduciary duties to the company. The Product View PO was work of the type

done by LewisWilson, for which Blutarsky was paid to procure and bring to LewisWilson. The


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Product View PO was work that, but for LewisWilson placing Blutarsky at the Magna jobsite,

Blutarsky could not have otherwise known about.

33. Upon information and belief, Blutarsky obtained the Product Base softwarefrom John Laslavic, ProductBase Incorporated, and/or Ontario Limited, for the purpose of taking

the opportunity for themselves at the expense of LewisWilson.

34. Upon information and belief, Blutarsky provided and/or is providing theservices contracted for by him on behalf of Product Base and Product View, while purportedly

working on, and billing the LewisWilson work on the and Magna PO. Thus, upon information

and belief, Blutarsky was working and billing the Product View PO while he was being paid

annually $175,000 to work for LewisWilson on the Magna PO and to develop additional work

for LewisWilson.

35. Upon information and belief, Blutarsky poisoned the relationship LewisWilsonhad with Magna by spreading misinformation about the stability of LewisWilson and did so for

the purpose of attempting to have Magna terminate its contract with LewisWilson.

36. Upon information and belief, Blutarsky conspired with the entity or entitiesProduct View and Product Base to improperly interfere with LewisWilsons business expectancy

by divulging confidential LewisWilson information for the purpose of obtaining the Product

View PO for himself and his shell entities, Product View and Product Base.

37. Upon information and belief, Blutarsky conspired with Laslavic andProductBase, Incorporated to improperly interfere with LewisWilsons business expectancy by

usurping for himself, Laslavic, and ProductBase Incorporated, a business opportunity and

expectancy of LewisWilson to provide consultant support for the Product Base PO to Magna.


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38. Upon information and belief, Soncrant and conspired with Blutarsky to advancehis own position in the company, to help and assist a friend financially, and/or for personal

financial gain. Soncrant conspired with Blutarsky with full knowledge of his contractual non-

compete obligations.

39. On or about September 16, 2005, Blutarsky resigned from LewisWilson.40. On or September 16, 2005, Blutarsky filed a lawsuit in Ohio state court seeking

a declaration that he did not have to comply with the non-compete and non-solicitation terms of

his employment agreement the very terms he had broken repeatedly before filing his action.

41.

Upon information and belief, Blutarsky filed that action in an effort to break

free of his employment obligations so that he could resume working on the Magna PO for

himself and his companies Product Base and Product View. In addition, Blutarsky refused to

inform his colleagues and co-owners of LewisWilson as to where it was he would be working

after terminating his employment with LewisWilson.

42. On or about September, 2005, Magna, through Soncrant, informed LewisWilsonthat it would re-scope the Magna PO with LewisWilson to seek project management outside

of LewisWilson. Upon information and belief, Soncrant and Magna intend to hire Blutarsky or

one of his shell entities to provide the project management improperly taken from LewisWilson.

Given the work to be done on the project, and the potential loss of Blutarskys experience and

intellectual property in nine months on the project, Magna would have to pay significantly more

money to hire anyone other than Blutarsky to complete the project and project management.

43. Upon information and belief, Soncrant, Magna, and Blutarsky conspired toterminate the Magna PO under false pretenses, for the purpose of giving the work at a discount to


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Magna and at a profit to Blutarsky. This conspiracy enabled Blutarsky to seize a corporate

opportunity from LewisWilson.

44. Upon information and belief, Soncrant, Magna, Product View and Product Baseknew that Blutarsky was contractually bound not to compete with LewisWilson for a period of

one year after his departure, and therefore conspired to terminate LewisWilson under false

pretenses in order to re-assign the work to Blutarsky.

45. Blutarsky, with the knowledge and support of Soncrant and Magna, conspired toallege, falsely, that LewisWilson had violated or breached Blutarsky employment agreement.

Blutarsky filed his lawsuit in state court in Ohio on the same day he gave notice as part of a plan

to expedite severing the LewisWilson relationship and contract to allow the Magna PO to pick

back-up with Blutarsky as the manager. In that lawsuit, Blutarsky falsely alleges that he has no

ownership in LewisWilson, even though he was provided a K-1 statement demonstrating his

ownership interest in the Company, on the same day all other owners received their 2004 K-1

statements.

Blutarsky and Laslavics Computer Tampering

and Misuse of LewisWilson Intellectual Property

46. In or about September of 2005, LewisWilson informed Blutarsky that he mustreturn the original computer hardware, with all information in its unadulterated form.

47. Shortly thereafter, Blutarsky returned his computer with the original hard-drive.Forensic analysis of the hard-drive, performed by leading experts in computer forensics used by

the FBI, showed that all information had been wiped from the hard-drive, and that on a few days

in September, Blutarsky, or someone at his direction, selectively reinstalled onto the hard-drive

certain, selected files and information. Because all activity on the hard-drive took place in that

time, the expert concluded that the data was staged -- concluding that the Blutarsky computer


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contained data placed on the hard-drive to give the appearance that the reinstalled data was the

only data ever on the hard-drive.

48. Computer experts also examined the Laslavic computer that had been returnedto LewisWilson at the end of the Laslavic consulting contract, which terminated in June 2005.

Laslavics hard-drive to his computer was damaged, and computer forensic analysis indicated

that the damage was done deliberately, in an attempt to prevent data recovery from the hard-

drive.

49. Upon information and belief, both Laslavics and Blutarskys hard-drivescontained, at one time, correspondence and intellectual property demonstrating their conspiracy

to usurp LewisWilson corporate opportunities, and to steal LewisWilson business.

50. Upon information and belief, Blutarsky remains in the possession ofLewisWilson confidential and proprietary information which he has shared with third-parties,

including Product View, Product Base, ProductBase Inc., and John Laslavic.

51. Upon information and belief, Blutarsky is continuing to use this confidentialand proprietary information to harm the business of LewisWilson.

52. Upon information and belief, Laslavic remains in the possession ofLewisWilson confidential and proprietary information which he has shared with third-parties,

including Product View, Product Base, ProductBase Inc., Ontario Limited, and Blutarsky.

53. Upon information and belief, Laslavic is continuing to use this confidential andproprietary information to harm the business of LewisWilson.

Thai Nams Breach of his Non-Compete

54. Nam is a consultant who was hired by LewisWilson on June 16, 2004. Namworked on projects for LewisWilson at Magna, as well as one other tier one auto supplier.


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55. Nam was terminated on April 30, 2005, when LewisWilson no longer hadsufficient work to sustain his employment. This termination, as it turns out, happened while

Blutarsky, Laslavic, Magna, Soncrant, Product View, Product Base, Ontario Limited, and

ProductBase Incorporated were engaged in conspiring to provide the Product View PO for work

to Blutarsky, taking a significant corporate opportunity from LewisWilson.

56. Upon information and belief, on or about June, 2005, Nam began working withand for John Laslavic and one of his shell entities.

57. Nams employment agreement prevented him from competing, within one yearof his termination, with LewisWilson.

See

Nam Employment Agreement, attached hereto as

Exhibit C. Upon information and belief, Nam was recruited directly by John Laslavic to work on

a contract for a former LewisWilson client, doing exactly the type of work performed by

LewisWilson in contravention of his non compete.

Laslavics Breach of Non-Solicitation

58. On September 1, 2003, Laslavic signed an Employment Agreement with aLewisWilson affiliate, LewisWilson Business Consulting, Canada. (LWBCC). That

Agreement provided, among other things, that Laslavic could not solicit, for a period one (1)

year after the termination of his employment any former employee or employees of the

Company or its affiliates whose employment has been terminated for less than one year. See

Laslavic Employment Agreement, attached hereto as Exhibit D, 7.

59. Laslavic, on behalf of himself, and his shell entities, has solicited Nam to workfor either Laslavic, ProductBase Inc., or Ontario Unlimited. Nam is engaged in work in direct

competition with LewisWilson, in violation of his own employment agreement.


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60. Laslavic left LewisWilson as an employee on October 1, 2004. His non-compete and non-solicitation obligations under his employment agreement continued until

October 1, 2005.

61. Laslavic solicited Nam, upon information and belief, in June of 2005, inviolation of Laslavics non-solicitation agreement.

Count One

(Breach of Contract Non-Competition)

(Blutarsky)

62. LewisWilson incorporates by reference as though fully set forth herein theallegations of paragraphs 1 through 62 of this Complaint.

63. Under the terms of his Employment Agreement, Blutarsky had an obligation notto compete with LewisWilson.

64. Through the actions alleged in this Complaint, Blutarsky has breached thatobligation by competing directly with LewisWilson on behalf of himself, Product View and

Product Base.

65. As a direct and proximate result of that breach, LewisWilson has suffereddamages in an amount to be proven at trial, but believed to be in excess of $750,000, plus costs,

reasonable attorneys fees and interest thereon.

Count Two

(Breach of Contract Non-Solicitation of Clients/Investors)

(Blutarsky)


67. Under the terms of his Employment Agreement, Blutarsky had an obligation notto solicit any client of the LewisWilson.


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68. Through the actions alleged in this Complaint, Blutarsky has breached thatobligation by soliciting Magna on behalf of himself, Product View, Product Base, ProductBase

Inc., and Laslavic.



Count Three

(Breach of Contract Non-Solicitation of Employees)

(Blutarsky)

70.

LewisWilson incorporates by reference as though fully set forth herein the

allegations of paragraphs 1 through 69 of this Complaint.

71. Under the terms of his Employment Agreement, Blutarsky had an obligation notto recruit, solicit, induce or attempt to induce any employee or former employee of LewisWilson

to compete against it.

72. Through the actions alleged in this Complaint, Blutarsky has breached thatobligation by soliciting Laslavic, to aid and assist him in competing against LewisWilson.



Count Four

(Breach of Contract Protection of Confidential Information)

(Blutarsky)



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75. Under the terms of his Employment Agreement, Blutarsky had an obligation toprotect all confidential information of LewisWilson.

76. Through the actions alleged in this Complaint, Blutarsky has breached thatobligation by using the confidential information for the purpose of procuring business

opportunities for himself and his conspirators. Upon information and belief, that confidential

information was used to obtain a contract the Product View PO -- to provide, among other

things, the Product Base software to Magna. The confidential information of LewisWilson was

shared by Blutarsky for the use and benefit of himself, as well as Laslavic, Product Base, Product

View, Ontario Limited, and ProductBase Inc. In addition, that confidential information is still in

the possession of Blutarsky, who has attempted to convert the information and hide his

complicity in keeping and distributing such confidential information to third parties through his

conduct of wiping and staging the LewisWilson computer hard-drive her returned.



Count Five

(Breach of Contract Intellectual Property)

(Blutarsky)


79. Under the terms of his Employment Agreement, Blutarsky had an obligation todisclose all ideas, concepts, inventions, product ideas, new products, discoveries, methods,

software, business plans and business opportunities developed by him during working time


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through the use of company resources, which relate direct or indirectly to LewisWilsons

consulting business or the business of any of its affiliates.

80. Through the actions alleged in this Complaint, Blutarsky has breached thatobligation by using the proprietary information for the purpose of procuring business

opportunities for himself and his conspirators. Upon information and belief, that proprietary

information was used to obtain a contract the Product View PO - to provide, among other

things, the Product Base software to Magna. The intellectual property of LewisWilson used in

the bidding, and other information still in the possession of Blutarsky was used for the benefit of

Laslavic, Product Base, Product View, and ProductBase Inc., as well providing Laslavic and his

shell entities with an opportunity to do business with Magna, related to the lucrative Magna PO.

In addition, that confidential information and intellectual property of LewisWilson is still in the

possession of Blutarsky, who has attempted to convert the information and hide his complicity in

keeping and distributing such confidential information to third parties through his conduct of

wiping and staging the LewisWilson computer hard-drive her returned.



Count Six

(Breach of Duty of Good Faith)

(Blutarsky)


83. As stated above, on October 6, 2003, Blutarsky entered into a validEmployment Agreement with LewisWilson.


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84. Implied in every contract in Commonwealth of Virginia is a covenant of goodfaith and fair dealing.

85. Through the actions alleged in this Complaint, Blutarsky has breached thatcovenant by willfully and intentionally expropriating LewisWilson corporate opportunities for

himself, his companies, and upon information and belief, other third parties.



Count Seven(Breach of Fiduciary Duty)

(Blutarsky)


88. As an Executive with a membership interest in LewisWilson, Blutarsky had afiduciary obligation to the Company and its other executives and members.

89. Through the actions alleged in this Complaint, Blutarsky has knowingly,willfully, intentionally, and maliciously breached that fiduciary duty. As outlined in the

complaint, Blutarsky formed at least one other company without disclosing that information as

required. He used confidential information of the company, and inside information of a

competitor to procure a business opportunity the Product View PO -- on behalf of himself and

others, without even disclosing the business opportunity to LewisWilson and its members.

90. Blutarsky had a special position of trust, holding exclusive information aboutbusiness opportunities to himself, and then using that information for his own self-dealing, to the

detriment of the other members of LewisWilson.


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91. Blutarsky continued to obtain business from Magna for himself while acceptinga salary of 14,583.33 per month. Blutarsky not only usurped the opportunity for himself, but he

surreptitiously formed a competing company or companies for the purpose of stealing corporate

opportunities. Additionally, Blutarsky misrepresented the stability and management of

LewisWilson for the purpose breaking the Magna contract in the hope of gaining that

opportunity for himself.

92. Blutarsky also collaborated with Laslavic, who he knew had developed productbase software on LewisWilsons money, for the purpose of taking business from LewisWilson in

the implementation of product base software, which Blutarsky knew, LewisWilson had the

exclusive right to provide consulting resource for any such contracts. Blutarsky knew that

Laslavic had and still has a non-compete with LewisWilson, and that Defendant Nam also has

such a non-compete. Nevertheless, Blutarsky collaborated with those individuals to break their

non-compete for the purpose of competing against and taking business from LewisWilson.



94. In addition to these amounts, LewisWilson asks for punitive damages in theamount of $1,000,000.

Count Eight

(Aiding and Abetting a Breach of Fiduciary Duty)

(All Defendants Except Blutarsky)



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Soncrant, Laslavic, ProductBase Incorporated, Ontario Limited, and Nam knew of this

Employment Agreement, and Penkowkis obligations of non-competition and non-solicitation.

103. Despite this knowledge, Defendants Product Base, Product View, Magna,Soncrant, Laslavic, ProductBase Incorporated, Ontario Limited, and Nam knowingly, willfully,

intentionally and maliciously interfered with this Employment Agreement, utilizing improper

methods in the process thereof. Specifically, Defendants Product Base, Product View, Magna,

Soncrant, Laslavic, ProductBase Incorporated, Ontario Limited, and Nam conspired with

Blutarsky to break his non-competition agreement by helping and encouraging him to take

business opportunities from LewisWilson. Soncrant and Magna, though its agents, conspired to

provide inside bidding information to Blutarsky for the purpose of helping Blutarsky, Product

Base, Product View, ProductBase Incorporated, and Laslavic profit through awarding a low bid

contract to Product View and Product Base. Magna, its agents, and Soncrant agreed to this

arrangement to provide confidential bidding information as well, to lower costs a direct benefit

to Magna.

104. As a direct and proximate result of this tortious interference, LewisWilson hassuffered damages in an amount to be proven at trial, but believed to be in excess of $359,000.,

plus costs, reasonable attorneys fees and interest thereon.


Count Ten

(Tortious Interference With Prospective Business Relations)

(All Defendants Except Magna)



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107. As described above, LewisWilson has had a good and longstanding relationshipwith Magna.

108. LewisWilson was providing consulting and project management on a criticalbusiness process development contract, the result of that contract and the natural process of

related work gave LewisWilson had a reasonable expectation of further business with Magna,

particularly as it related to the Magna PO and work provided thereon.

109. By their actions, and as alleged and incorporated herein, Defendants Blutarsky,Product Base, Product View, Soncrant, Laslavic, ProductBase Incorporated, Ontario Limited,

and Nam knowingly, willfully, intentionally and maliciously interfered with this relationship,

utilizing improper means in the process.

110. But for the interference by these Defendants, LewisWilson would have receivedmore business from Magna, including, but not limited to, the Product View PO directed to

Blutarsky and Product View and Product Base.

111. As a direct and proximate result of this interference, LewisWilson has suffereddamages in an amount to be proven at trial, but believed to be in excess of $359,000, plus costs,



Count Eleven

(Business Conspiracy Va. Code 18.2-500)

(All Defendants)



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114. Through the actions described in this Complaint Defendants Blutarsky, ProductBase, Product View, Magna, Soncrant, Laslavic, ProductBase Incorporated, Ontario Limited,

and Nam knowingly, intentionally, maliciously and without lawful justification conspired to

injure the business of LewisWilson. All Defendants knew that Blutarsky was a critical employee

and part owner of LewisWilson. They knew he had a fiduciary duty, as well as contractual

obligations not to compete with LewisWilson while working for LewisWilson, and for a period

of time after his employment. Nevertheless, they conspired with him take a business

opportunity, to form other entities he was contractually prohibited from forming, and to provide

confidential business information to him, and receive the same from him, for the purpose of

obtaining work that should have been a LewisWilson opportunity work that Blutarsky the

Defendants knew Blutarsky could not take for himself or on behalf of third parties. Specifically,

Defendants knew that the Product View PO was work Blutarsky was obligated to bring and try to

obtain for LewisWilson.

115. Upon information and belief, Defendants Product Base, Product View, Magna,Soncrant, Laslavic, ProductBase Incorporated, Ontario Limited, and Nam conspired with

Blutarsky to provide Blutarsky to provide resources and the Product Base software, for the

purpose of obtaining the Product View PO at the expense of that business opportunity of

LewisWilson.

116. As a direct and proximate result of the actions of these Defendants,LewisWilson has suffered damages in an amount to be proven at trial, but believed to be in

excess of $750,000. Such damages are to be trebled and must also include reasonable attorneys

fees.


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Count Twelve

(Common Law Conspiracy)

(All Defendants)


118. Through the actions described in this Complaint Defendants Blutarsky, Magna,Product Base, Product View, Soncrant, Ontario Limited, ProductBase, Incorporated, Laslavic,

and Nam knowingly, intentionally, maliciously and without lawful justification conspired to

injure the business of LewisWilson. All Defendants knew that Blutarsky was a critical employee

and part owner of LewisWilson. They knew he had a fiduciary duty, as well as contractual

obligations not to compete with LewisWilson while working for LewisWilson, and for a period

of time after his employment. Nevertheless, they conspired with him take a business

opportunity, to form other entities he was contractually prohibited from forming, and to provide

confidential business information to him, and receive the same from him, for the purpose of

obtaining work that should have been a LewisWilson opportunity work that Blutarsky the

Defendants knew Blutarsky could not take for himself or on behalf of third parties. Specifically,

Defendants knew that the Product View PO was work Blutarsky was obligated to bring and try to

obtain for LewisWilson.

119. Upon information and belief, Defendants Product Base, Product View, Magna,Soncrant, Laslavic, ProductBase Incorporated, Ontario Limited, and Nam conspired with

Blutarsky to provide Blutarsky to provide resources and the Product Base software, for the

purpose of obtaining the Product View PO at the expense of that business opportunity of

LewisWilson.


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120. As a direct and proximate result of the actions of these Defendants,LewisWilson has suffered damages in an amount to be proven at trial, but believed to be in

excess of $750,000.

Count Thirteen

(Breach of Contract Non-Competition)

(Nam)


122. Under the terms of his Employment Agreement, Nam had an obligation not tocompete with LewisWilson.

123. Through the actions alleged in this Complaint, Nam has breached thatobligation by competing directly with LewisWilson on behalf of himself, Product View and/or

Product Base.



Count Fourteen

(Breach of Contract Non-Solicitation of Employees)

(Laslavic)


126. Under the terms of his Employment Agreement, Laslavic had an obligation notto recruit, solicit, induce or attempt to induce any employee or former employee of LewisWilson

to compete against it.


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127. Through the actions alleged in this Complaint, Laslavic has breached thatobligation by soliciting Nam to aid and assist him in competing against LewisWilson.



WHEREFORE, LewisWilson respectfully requests that this Court grant judgment against

Defendants Blutarsky, Magna, Product Base, Product View, Soncrant, Ontario Limited,

ProductBase, Incorporated, Laslavic, and Nam and award LewisWilson damages in an amount to

be proven at trial, but which LewisWilson estimates to be in excess of $2,000,000, and award

LewisWilson its costs and attorneys fees incurred herein, along with interest accrued thereon,

and such other and further relief as the Court deems just and proper.

JURY TRIAL

LewisWilson hereby requests a jury trial for this matter.

Respectfully submitted,

LEWISWILSON AUTOMOTIVE LLCBy Counsel

REED SMITH LLP

By ___________________________________Richard K. Kelsey (VSB #44232)Richard D. Kelley (VSB #44228)Brian C. Athey (VSB #66515)3110 Fairview Park Drive, Suite 1400Falls Church, Virginia 22042(703) 641-4200 (office)(703) 641-4340 (facsimile)

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