Sorry but your guy is NOT GETTING A DIME! He will, in fact, be paying up!
Sympathies and Good luck getting back in to anyone that sold.
Speaks for itself (and is only partly the case against him):
"5. Section 4.2 of the Employment Agreement prohibited Canouse from
becoming a director or officer in a company that competes with Expert.
6. On or before March 21, 2013, Canouse became the Chief Executive
Officer of Stakool, Inc. (“Skatool”), replacing its prior CEO. In a press release
issued by Stakool, Inc., the company stated, “n assuming the position, it is Mr.
Canouse’s intent to pursue the mission of the Corporation by implementing
strategies to greatly increase the distribution of the ‘Natural plus Energy’ health
bars and pursue other opportunities on behalf of the Corporation that are available.
More specifically, Mr. Canouse is entering into negotiations with the licensee of
Pleasant Springs Water to acquire its bottling and license rights. Pleasant Springs is
a bottled water company in Tiger, GA, that bottles and distributes natural spring
water and had sales exceeding four million dollars ($4,000,000).”
7. The press release demonstrates that Canouse, while employed with
Expert, became a director of Skatool and he intended to take Skatool into a line of
business that would compete with Expert.
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8. As a result of these actions, Canouse violated Section 4.2 of his
Employment Agreement.
9. Moreover, Canouse made false statements in a public forum when he
stated that Expert and Skatool were in or would enter into negotiations to sell its
Pleasant Springs licensing rights. No such negotiations existed.
10. That same day Expert issued a press release addressing, correcting,
and denying Canouse’s false statements.
11. In April 2013, Canouse, of behalf of Skatool, made efforts to buy
bottled water companies in Alabama and Georgia, in further violation of Section
4.2 of the Employment Agreement.
12. As a result of these and other circumstances, the parties severed
Employment Agreement. Expert and Canouse entered into a Separation
Agreement that was fully executed on May 23, 2013. A copy of the Separation
Agreement is attached to Canouse’s Complaint as Exhibit B.
13. In paragraph 2 of the Separation Agreement, Canouse agreed not to
“disparage in word, or any communication either of the parties or officers or
directors of the Corporation or any other associations the parties may have.”
14. In August 2013, Canouse interfered with American’s contract
negotiations by contacting Adriana De Mourna, a celebrity, through social media.
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At the time, American was in contract negotiations with her for an endorsement
deal. Canouse told her in words and substance that she should not enter into any
endorsement arrangement with American and avoid the American and Culbreth.
15. Specifically, Canouse sent De Mourna more than twenty Twitter
messages over a two day period. One of these tweets contained information
regarding a lawsuit that Culbreth was involved in more than ten years ago.
Another stated that Culbreth would use De Mourna to pump and dump Expert’s
stock. He also stated that the pH levels of the American’s water were not as high
as American claimed. Another stated that she should beware of Culbreth and
avoid American.
16. Canouse’s disparaging and false remarks directly contributed to the
parties’ failure to reach an Agreement at that time.
17. Expert and American Premium Water Corporation agreed to
consolidate their operations. On October 8, 2013, Expert changed its name to
American Premium Water Corporation.
18. As early as 2013, Canouse began posting about Expert, American, and
Culbreth on a website called Investors Hub (www.iHub.com) (“iHub”) using the
username “joecanouse.” According to the website, Investor’s Hub is a “forum for
Case 1:14-cv-02474-WSD Document 8 Filed 09/19/14 Page 22 of 29
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serious investors to gather and share market insights in a dynamic environment
using an advanced discussion platform” and currently has 498,154 members.
19. Eventually Canouse’s posts about American and Culbreth turned
acrid.
20. On June 7, 2014, Canouse posted, “I do think Al needs to clean up his
reporting ...”, insinuating that American and Culbreth’s “reporting” was inaccurate
or sloppy.
21. On June 8, 2014, Canouse posted, “... then the company just blew
$500,000,” thus claiming that American wastes its assets.
22. On June 8, 2014, Mr. Canouse called certain actions of the company
“very suspicious” and asserted that “shares are being passed out pretty liberally.”
He impugned the choices that American made in hiring outside counsel and
Culbreth himself when he said, “what could attorney schectman [sic] know about
running a company or advising one at his age” and “even al has never run a public
company himself.”
23. On June 26, 2014, Mr. Canouse stated that he, “cannot help but think
that there may be something illegal about” certain information contained in a press
release regarding the retirement of shares.
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24. On June 27, 2014, he called certain actions of the company “illegal
and in contravention w. the articles and bylaws … .” Moreover, he said that
American’s actions were “all fraud which like certain std’s follow you
everywhere” and that “what they did was illegal.”
25. On June 30, 2014, he accused members of American of “attempting to
walk away w. assets developed by the corporation thought [sic] the contribution of
its shareholders.”
26. Canouse’s statements are false.
27. All of these statements are found on www.ihub.com for any one of its
498,154 members to view.
28. Canouse made other statements in a public forum and to third parties
disparaging American and Culbreth.
29. Additionally, Canouse has improperly used his past status as an
officer of Expert to obtain information about other shareholders’ shares from First
American Stock Transfer, Inc. and then used that information to further defame
American and Culbreth on iHub.
Count One Breach of Contract
30. Counter-Plaintiffs re-allege and incorporate herein the allegations
contained in Paragraphs 1 through 29 above.
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31. Expert, now American, and Canouse entered into an Employment
Agreement and thereafter a Separation Agreement.
32. Canouse breached Section 4.7 of the Employment Agreement by
disparaging the American by making false remarks in Skatool’s March 21, 2014
press release, which were aimed at and intended to harm Expert and to benefit
Skatool.
33. Canouse breached Section 4.2 of the Employment Agreement by
working for Skatool and then attempting to compete with American.
34. Canouse breached paragraph 2 of the Separation Agreement by
disparaging American on social media and on iHub.
35. American was damaged as a result of Canouse’s breaches.
36. American is entitled to monetary damages and attorneys fees as a
result of Canouse’s breaches, the amount of which will be proven at trial.
Count Two Defamation Per Se 37. American and Culbreth re-allege and incorporate herein the
allegations contained in Paragraphs 1 through 29 above.
38. Canouse made false and malicious statements against both American
and Culbreth, accusing each of illegal and fraudulent acts and compared their acts
to sexually transmitted diseases. "
