Count One: Promissory Estoppel:
Griffith alleges that Pruitt made her promises to include remaining the manager of Websleuths and that Griffith could draw a salary up to $3,000 a month minus expenses.
This goes on to say that Griffith relied on these promises and that is why she acted in the manner she did. One must assume this is her explanation for the monies she has withdrawn from the corporate bank account and other decisions she has made.
Further it explains how this has harmed Griffith. Mainly by bringing a lawsuit that has what she considers no merit and has caused her financial hardships by having to defend herself as well as an internal conflict at Websleuths.
My thoughts: Are there circumstances in which there are valid excuses to break promises to one partner and if so what are they?
Count Two: Negligence
Griffith alleges that Pruitt owed a legal duty to Websleuths. In this section Griffith is stating that Pruitt fraudulently represented herself as manager, acted as manager, or co-manager, by filing taxes and a lawsuit on behalf of the company, or undermined Griffith’s role as manager therefore causing injury to both Griffith and Websleuths. One must then ask why was Pruitt filing taxes for the company as it was the job of the manager, why was she representing herself as manager, and why did she file a lawsuit on behalf of Websleuths against Griffith.
In this section of her petition there is a lot of claims of criminal acts by Pruitt.
My thoughts: Other than the immediate ones written in italics, it’s definitive that Pruitt did indeed file the taxes, naming herself as manager of the company on the documents. Further understanding of the circumstances are needed for me to determine if Pruitt acted negligently, as mentioned, why did she file those taxes? Why did she represent herself as manager? Did Griffith fail to act in her capacity as manager? If so, what kind of other negligent consequences would have arisen had Pruitt not done this? In other words, was Pruitt’s negligent acts specifically caused by other acts of negligence by Griffith?
Count 3: Breach of Fiduciary Duty
The allegations in this section outline a fiduciary relationship between the two in which claims are made that a breach occurred due to Pruitt filing fraudulent tax and legal documents, again by filing the initial lawsuit against Griffith in the name of Websleuths, and by assuming the role of Manager despite binding legal documentation that stated otherwise. Again, and explanation of how this has caused harm to Griffith and Websleuths. This section befuddles me just a tad, as it would appear that this is a manager managed LLC in which the duty of care lies with the manager. If Pruitt is not the manager one would think she does not owe a duty of care to Griffith. My only thoughts fall back on the Cease and Desist letter sent to Griffith where it looks as though Pruitt is may be attempting to remove Griffith’s management role??? Or is it because Pruitt assumed the role of manager it is being said she now owed Griffith a duty of care?
My Thoughts: Are already italicized above. I do not understand this at all.
Count 4: Breach of Contract
The allegations again revolve a great deal around Pruitt fraudulently representing herself as manager in varying forms. Mentioned also is a salary agreement, but not exactly how a breach occurred there. Pruitt withdrawing $14,302 from the account without Griffith’s permission and the filing of the lawsuit in the name of Websleuths.
My Thoughts: This all depends on a number of things. At any time did Griffith fail to perform all of her duties as manager of the company? If so what other remedies could Pruitt have used to get Griffith to fulfill her duties? Which agreement about how the money will be divided will the jury honor? I believe they will honor the Regulations agreement since there is a clause that states it supercedes all other written agreements. As far as the clause about Manager being able to changes parts of the regulations, I do not believe it was a carte blanche type of thing. I believe changes would have been in writing and the other members to have been informed of said changes. Lastly, an explanation of the money Pruitt withdrew must be made.
Count 5: Abuse of Process
Allegations in this count states that Pruitt’s complaint was valid, but she used it improperly to cost Griffith money to attempt to cause Griffith’s abandonment of the company.
My Thoughts: If Pruitt feels that Griffith only cares about Griffith and nothing more, when in Rome, use whatever strategies work. I strongly believe that each of them have tactics to remove the other at this point.
Other Counts revolve around various ways Pruitt has defamed Griffith that we will later visit.