To: scion who wrote (3271 ) 11/23/2010 4:08:11 PM From: scion Read Replies (1) | Respond to of 53574 On Sat, 2010-01-30 at 18:33 -0600, Michael Kaplanis wrote: Hi John, I was thinking we call it “Executive Vice President of Mergers, Acquisitions and Strategy.” . . . Best, Michael -------------------------------------------------------------------------------------------------------------------- On Sat, Jan 30, 2010 at 3:45 PM, John Bordynuik <john@johnbordynuik.com> wrote: We are a go. $120k & I'll issue 100k shares from my stock. You'll have an agreement this weekend. Please execute and we proceed. I'll send the job description with it. Gregg has helped on this... Your title should be: VP Mergers & Acquisitions or VP ?? -------------------------------------------------------------------------------------------------- On Thu, 2010-01-28 at 17:57 -0600, Michael Kaplanis wrote: Hi John, I hope you are well. Geoff gave me your cell and I left a message. I think Geoff's advice to both of us is to keep it simple. I agree with him. You and I have agreed to the terms, and think we are very close to making this finalized. I'd like to hit the ground running with you and making myself helpful ASAP. I'm available anytime tonight. My cell is 312-497-9665. Talk to you soon, Michael (See Ex. "A" at ¶ 3) (redacted above for the sake of brevity) (emphasis added). Therefore, Mr. Bordynuik offered "my stock" to Plaintiff to induce him to work for the company. (Id.). This means that Mr. Bordynuik was stepping outside of his official duties to engage in his own individual offering of securities. Mr. Bordynuik was serving as a promoter of stock. Clearly, this is the type of activity that is not protected by the corporate shield doctrine, putting aside for the moment federal securities regulations relating to the promotion of stock. See Estate of Canavan v. Nat’l Healthcare Corp., 889 So.2d 825 (Fla. 2d DCA 2004) (finding that negligence by an officer, even if performed in the capacity as a corporate officer, constitutes tortuous conduct that is not shielded from personal liability). Similarly, other Florida case law holds that officers of a corporation may be held liable for their own torts even if such acts are performed as corporate officers); McElveen v. Peeler, 544 So. 2d 270 (Fla. 1st DCA 1989); Orlovsky v. Solid Surf, Inc., 405 So. 2d 1363, 1364 (Fla. 4th DCA 1981). -------------------------- Doc 15 PDF file viewer.zoho.com