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42. Plaintiffs, Roberts and Shaw, did induce Defendant, John Schmitz, to reluctantly sign a writing hoping to memorialize their Oral Agreement but only could obtain a writing of sorts [Exhibit "C"] which did little more than establish the fact that Defendant, John Schmitz, did acknowledge the receipt of those afore-mentioned Purewater [311,112,224] capital shares from Matrix. However, although demands for performance were made by Plaintiffs those Defendants, and each of them, refused to perform.
43. Plaintiffs, in face of the blatant breach by Defendants, attempted to market the remaining shares of Purewater stock so as to mitigate damages and to seek an alternative acceptable solution, placed those said shares with Charles Schwab & Co., for immediate sale with the price at the then market price of approximately ten million dollars ($10,000,000US). Defendants, and each of them, pursuant to their clandestine and amoral plan, refused to transfer the Purewater shares into the PanAmerican Bancorp shares claiming that the remaining shares also belonged to them.
44. Therefore, Plaintiffs are entitled to an award of compensatory contract damages against Defendants, and all of them, in the sum of $8,000,000 together with all consequential and/or special damages in accord with proof, in compensation for the loss, damage and harm suffered by Plaintiffs as a proximate result of their good faith performance and the readily foreseeable consequences of Defendants', and each of them, continuing breach and Plaintiff's good faith attempts to mitigate damages arising therefrom.
BREACH OF FIDUCIARY DUTY
[AGAINST DEFENDANTS, CONTINENTAL STOCK TANSFER & TRUST
COMPANY, MICHAEL J. NELSON and JACK HELPERIN] |
