ANSWER TO LAWSUIT
Answer, Affirmative Defenses, Counterclaims and Third Party Claims
Answer and Affirmative Defenses
In our Answer, we denied Plaintiffs claims for Specific Performance, Declaratory Relief and Conversion. In addition, we asserted numerous affirmative defenses, including among others that RTC obtained the Company’s consent through fraud, deceit or misrepresentation and RTC failed to satisfy certain conditions under the Restructuring Agreement.
Counterclaims and Third Party Complaint
In our responsive pleadings, we asserted numerous counterclaims against RTC and by way of a Third Party Complaint, we asserted third party claims against Gennaro (Jerry) Pane (“Pane”), Chad Altieri (“Altieri”), Barrington (Barry) Schneer and Joseph Spano (“Individual Defendants”) and PTH.
The Company’s counterclaims against RTC include, among others, breach of contract, fraudulent inducement to enter into the Share Exchange Agreement and the Restructuring Agreement based in part on the misrepresentations of Pane and Altieri, rescission of the Restructuring Agreement based on the misrepresentations of Pane and Altieri and the failure of consideration, and RTC’s unjust enrichment. The Company’s third party claims include, among others, fraud against all of the third party defendants, the breach of fiduciary duty and negligent misrepresentation against Pane and Altieri. In addition, we have alleged the third party defendants conspired to defraud the Company to issue the Preferred Stock.
Key allegations in our Counterclaims and Third Party Claims include the following:
· RTC/PTH and the Individual Defendants misrepresented that they had the necessary permits to legally operate their plasma facility in the City of Twentynine Palms, California; when in fact RTC/PTH could not legally operate the plasma facility because they did not have, among other things, the necessary Conditional Use Permit and Certificate of Occupancy required by the City of Twentynine Palms.
· RTC and PTH, through the Individual Defendants, provided financial statements and information to the Company that we allege were false and materially misleading.
· RTC /PTH and the Individual Defendants misrepresented their technical expertise and ability to operate a plasma facility.
· RTC/PTH and the Individual Defendants since October 2013 continually misrepresented that PTH had received the necessary funding, or that funding was imminent, to improve its plasma facility in Twentynine Palms. In reality, in October 2014, PTH had received only a fraction of the necessary funding.
The Company has demanded a judgment against RTC and the third party defendants for compensatory damages, punitive damages, interest, taxable costs, attorneys’ fees and any such other and further relief as the Court deems just and proper.
