Lawsuit

Filing # 71036392 E-Filed 04/20/2018 03:41:23 PM

IN THE CIRCUIT COURT FOR THE SIXTH JUDICIAL CIRCUIT IN AND FOR PINELLAS COUNTY, FLORIDA CIVIL DIVISION ) ) ) Plaintiff, ) ) ) vs. ) COMIC BOOK CERTIFICATION SERVICE, ) LLC, a Florida limited liability company, ) BECKETT COLLECTIBLES, INC., a Texas ) corporation, CBCS OPERATIONS, LLC, a ) North Carolina limited liability company, ) MICHAEL BORNSTEIN, an individual, and ) STEVEN BOROCK, an individual, ) ) Defendants. ) ) METROPOLIS COLLECTIBLES, INC., a New York corporation,

CASE NO.:

COMPLAINT Plaintiff, Metropolis Collectibles, Inc. (“Metropolis”) sues Defendants, Comic Book Certification Service, LLC (“CBCS”), Beckett Collectibles, Inc. (“Beckett”), CBCS Operations, LLC (“CBCS Ops”), Michael Bornstein (“Bornstein”) and Steven Borock (“Borock”) (collectively, the “Defendants”) and alleges as follows: Background and the Parties 1.

This is an action for damages in excess of $15,000, exclusive of interest, costs and

attorneys’ fees.

2.

Metropolis is a New York corporation that owns and operates a comic book

collectibles online retail store and auction house.

3.

CBCS is a Florida limited liability company with its principal place of business

located in Pinellas County, Florida. Prior to the transaction(s) giving rise to the claim(s) alleged

herein, CBCS owned and operated a comic book grading and certification company located in Pinellas County, Florida at 2400 – 31st Street South, St. Petersburg, FL 33712.

4.

Beckett is a Texas corporation.

5.

CBCS Ops is a North Carolina limited liability company affiliated with Beckett.

6.

Bornstein is an individual residing in Texas; Bornstein is a member and owner of

CBCS and serves as its chief executive officer.

7.

Borock is an individual residing in Pinellas County, Florida; Borock is a member

and owner of CBCS. 8.

On or about July 19, 2014, Metropolis and CBCS executed a Preferred Vendor

Agreement (the “Agreement”).

9.

CBCS breached the Agreement by failing to perform various obligations under

the Agreement and by wrongfully terminating the Agreement.

10.

CBCS’s breaches of the Agreement are the subject matter of a currently pending

American Arbitration Association proceeding styled Metropolis Collectibles, Inc. v. Comic Book Certification Service, Inc. AAA Case No. 01-17-0000-7091 (the “Arbitration Proceeding”).

11.

During the pendency of the Arbitration Proceeding, CBCS sold its assets,

including its comic book grading and certification business, to Beckett and/or CBCS Ops (the “Asset Sale”).

12.

Upon information and belief, the Asset Sale has rendered CBCS insolvent.1

13.

Upon information and belief, Defendants, including Borock and Bornstein,

knowingly and intentionally conspired and structured the Asset Sale to hinder, delay or defraud Metropolis.

1

To the extent CBCS received reasonably equivalent value from Beckett and/or CBCS Ops in exchange for the Asset Sale, Bornstein and Borock have diverted whatever consideration was received by CBCS.

2

14.

Upon further information and belief, Defendants intend to relocate CBCS’s comic

book grading and certification business outside the state of Florida.

15.

Venue is proper in this Court because the cause of action accrued in Pinellas

County, Florida.

16.

This Court has jurisdiction over Defendants because: (a) Defendants are engaged

in substantial and not isolated activity within Florida; and (b) the cause of action alleged herein arises from: (i)

Defendants operating, conducting, engaging in, and/or carrying on a business or business venture in Florida;

(ii)

Defendants have committed a tortious act within Florida.

17.

All conditions precedent to the claims set forth herein have been fulfilled or

waived.

COUNT I – ALL DEFENDANTS VIOLATION OF FLORIDA’S UNIFORM FRAUDULENT TRANSFER ACT 18.

This is an action for violation of Florida’s Uniform Fraudulent Transfer Act (the

“Act”) Fla. Stat. §726.101 et. seq.

19.

Metropolis alleges and incorporates by reference the allegations of paragraphs 1

though 17 as though fully set forth herein.

20.

Metropolis qualifies as a creditor of CBCS’s under the Act.

21.

The Asset Sale between CBCS, Beckett and/or CBCS Ops was made with actual

intent to hinder, delay, or defraud Metropolis.

22.

Upon information and belief, CBCS did not receive reasonably equivalent value

in exchange for the Asset Sale.

3

23.

At the time of the Asset Sale, CBCS was engaged in a business for which its

remaining assets after the Asset Sale were unreasonably small in relation to its business.

24.

As a result of the Asset Sale, CBCS became insolvent.

WHEREFORE, Metropolis respectfully requests that the Court enter judgment in favor of Metropolis and against Defendants that: (i) avoids the Asset Sale so as to allow Metropolis to satisfy its claim(s) against CBCS and (ii) enter a preliminary injunction preventing Defendants’ from further disposing of CBCS’s assets, including those comprising of the Asset Sale and enjoining Defendants from relocating CBCS’s comic book grading and certification business outside the state of Florida.

DEMAND FOR JURY TRIAL Metropolis demands a jury trial on all issues so triable.

DATED: April 20, 2018.

/s/ Ian A. Parry Robert L. Rocke, Esq. (FBN 710342) Email: rrocke@rmslegal.com Secondary email: mlamoureaux@rmslegal.com Ian A. Parry, Esq. (FBN 107040) Email: iparry@rmslegal.com Secondary email: lkrohne@rmslegal.com ROCKE, McLEAN & SBAR, P.A. 2309 S. MacDill Avenue Tampa, FL 33629 Phone: 813-769-5600 Fax: 813-769-5601 Attorneys for Plaintiff

4