page 19....
49. In point of fact, while the obvious participation in a fraud involving a public company might be disguised because Plaintiff, Matrix, had been induced to indorse its shares pursuant to that aforementioned scheme, the refusal of those Defendants to transfer the remaining said shares owned and tendered by Matrix was at best, a breach of duty to Matrix in its attempt to mitigate its damages in an ever changing market for which these Defendants must be held accountable.
50. As previously alleged, the guardian of the Corporation and its Shareholders is the Corporate Attorney whose duty and loyalty is only to the Corporation and its Shareholders. Often, this duty is misconstrued by Officers, directors and the Attorney with a concept that the Corporate Attorney, who was authorized, hired and paid by those Officers and Directors owes his or her allegiance to them, but his is not true.
51. Defendant, Jack Halperin, was corporate Attorney for both Purewater Sciences International, Inc. the original State of Delaware corporation and PanAmerican Bancorp, the surviving corporation of the merger between them. Because of this relationship, Defendant, Halperin, owed a special fiduciary duty to those Corporations and to Matrix as majority Shareholder. As Corporate Attorney, Defendant, Halperin, had to be the focal person to advise the other Defendants, and each of them, or at least two of them, those necessary steps to legally consummate their scheme to obtain the Purewater shares, to instigate the transfer of shares, to instigate a new Board of Directors, to elect John Schmitz as the new Chairman/CEO and to cooperate with Defendant, Schmitz, to effectively prevent Matrix from transferring its remaining Purewater shares so that its Broker could not sell them in the marketplace for the benefit of Roberts and Shaw. However, it should be noted, it was not the duty of Halperin to aid and abet a scheme of those Defendants, and each of them, or two or more of them. |
