O & O Investments Lawsuit

CV-2022-06-1968 BREAUX, ALISON 06/15/2022 11:26:32 AM CMCO Page 1 of 23
IN THE COURT OF COMMON PLEAS

SUMMIT COUNTY,OHIO
O&O INVESTMENTS,LLC CASE NO.:

1915 Gene Sarazen Way
Braselton, OA 30517 JUDGE:
and
JEFF OLDHAM
Braselton, GA 30517
and COMPLAINT
RENE OLDHAM Jury Demand Endorsed Hereon

Braselton, GA 30517
Plaintiffs,
VS.
SP INVESTMENT SERVICES,LLC
c/o Stephen J. Pruneski, LLC,Statutory
Agent
One Cascade Plaza, Suite 1445
Akron, Ohio 44308
and
BARREL L. SEIBERT,II
11234 Five Oaks Lane
Naples, Florida 34120
and
STEPHEN J. PRUNESKI
3800 Embassy Pkwy.,#300
Akron,OH 44333
4893-1511-5813.v2
Sandra Kurt, Summit County Clerk of Courts

and
THE AEM SERVICES,LLC

C/0 Mark Dente, Registered Agent
498 Weston Court
Copley, Ohio 44321
and
MARK DENTE
498 Weston Court
Copley, Ohio 44321
Defendants.
Plaintiffs, O&O Investments, LLC and Jeff Oldham and Rene Oldham, by and through
counsel, and for their Complaint against the above-named Defendants, hereby state and allege as
follows:
PARTIES
1. Plaintiff, O&O Investments, LLC ("O&O Investments"), is a Georgia limited
liability company with its principal office address at 1915 Gene Sarazen Dr., Braselton, Georgia
30571.
2. Plaintiffs, Jeff Oldman and Rene Oldham, are the owners of O&O Investments,
LLC.
3. Defendant, SP Investment Services, LLC ("SP") is an Ohio limited liability
company with its principal place of business listed as being at the Law Offices of Stephen J.
Pruneski, LLC,One Cascade Plaza, suite 1445 Akron, Ohio 44308.
4. Upon information and belief, the two members of SP are Stephen J. Pruneski
("Pruneski") and Darrel L. Seibert, 11 ("Seibert").
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5. Defendant Pruneski is an attorney licensed to practice law in the state of Ohio and
he is currently a partner at the law firm ofBuckingham, Doolittle & Burroughs, LLP with offices
at 3800 Embassy Parkway, Suite 300, Akron, Ohio 44333.
6. Defendant Siebert is an attorney licensed to practice law in the state of Ohio he is
the owner and/or is employed by Seibert Enterprises which has its principal place of business
located at 16295 S. Tamiami Tr., Suit #422, Fort Myers, Florida 33908.
7. Defendant,The AEM Services, LLC("AEM")is an Ohio limited liability company
which has its principal place of business located at 2998 West Market Street, Fairlawn, Ohio
44333.
8. Defendant, Mark Dente ("Dente") is an individual who resides at 498 Weston
Court, Copley, Ohio 44333, and is owner of AEM.
JURISDICTION & VENUE
9. Jurisdiction and venue are proper before this Court because Summit County is
where Defendants have conducted activity giving rise to the claims for the relief sought, it is the
location were Defendants are located for the business operations at issue in this action and the
parties have further contractually agreed that this Court is the proper venue for any legal
proceedings arising out of Cognovit Promissory Notes which have been executed by certain
Defendants which are the subject ofthis action.
GENERAL ALLEGATIONS
10. In early 2020, SP, through its member(s), solicited Plaintiffs to become investors
in SP, which Seibert explained was involved in ajoint venture with AEM for purposes ofengaging
in the business of buying residential properties located within a 30-mile radius of Fairlawn, Ohio
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which were being foreclosed on at a discount and then reselling the properties at a profit(without
ever taking title to the properties) which is a process generally known as wholesaling real estate.
11. As part ofthe solicitation process and in order to induce Plaintiffs to invest with SP
for their residential wholesaling real estate venture,SP provided Plaintiffs with a document entitled
the SP Investment Investor Plan(the "Investor Plan")a true and accurate copy ofwhich is attached
hereto as Exhibit "A."
12. The Investor Plan describes a joint venture agreement between SP and ABM for
the purpose of engaging in the wholesaling of residential real estate within a 30-mile radius of
Fairlawn, Ohio as identified in Exhibit A ofthe Investor Plan.
13. Upon information and belief,the Investor Plan was drafted and created by Pruneski,
Seibert, Dente, Mark Gathagan and other officers and representatives of AEM so it could be used
by Pruneski, Seibert and SP to solicit contacts, acquaintances and family members for purposes of
having them provide money to SP which it would invest and manage in a joint venture operated
by SP and AEM Services (the"SP-AEM Joint Venture").
14. When soliciting Plaintiffs to provide funds for the SP-AEM Joint Venture, SP
represented to Plaintiffs that any funds they provide to SP would be invested and managed by SP
in the SP-AEM Joint Venture.
15. SP represented that Plaintiffs' investment funds which SP would be managing and
investing in the SP-AEM Joint Venture would be utilized only for the specific purposes as
described in the Investor Plan and that Plaintiffs' investments would be protected by restrictions
on what properties AEM Services could purchase and that the SP funds would be "secured by
having a security interest on the purchase contracts/assignments that AEM has funded."
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16. Attached hereto as Exhibit "B" is a true and accurate copy of a Joint Venture
Agreement dated February 25,2020, entered into by and between SP and ABM.
17. To ftirther promote the SP-AEM Joint Venture and its purported legitimacy,
Pruneski registered the fictious name "SP-AEM Joint Venture" on behalf of SP with the Ohio
Secretary of State. A true and accurate copy ofthe fictious name registration is attached hereto as
Exhibit "C."
18. Seibert is a person Plaintiffs have known for decades who they have always
imderstood and believed to be a successful attorney, business owner and real estate developer.
19. Seibert's business partner in SP, Pruneski, is also an attomey who is currently a
partner at the law firm ofBuckingham,Doolittle & Burroughs,LLP.Pruneski initiated the business
of SP based upon his longstanding relationship with AEM's Vice President of Capital Investment
and Finance, Mark Gathagan.
20. Based upon the solicitation, assurances and representations ofSeibert,Pruneski and
SP, both verbally and as represented in the investor plan, about how the SP-AEM Joint Venture
operated, the limited level of risk involved, and based upon Seibert and SP's representations that
they would be responsible for properly investing and managing Plaintiffs' investments in the SP-
AEM Joint Venture, Plaintiffs proceeded with investing funds with SP in the SP-AEM Joint
Venture starting in February of2020.
21. Seibert, Pruneski and SP served in the capacity of a fiduciary, agent and/or
investment advisor on behalfof Plaintiffs with respect to the investment funds Plaintiffs provided
to SP which were managed by Seibert, Pruneski and SP in the SP-AEM Joint Venture.
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22. The SP-AEM Joint Venture operated by Defendants has utilized short term
promissory notes as the mechanism to solicit third-parties to invest large amounts of money into
SP and the SP-AEM Joint Venture.
23. Pursuant to the specific structure represented by Seibert,Pruneski and SP,SP would
provide a promissoiy note fi-om SP in exchange for funds fi'om Plaintiffs, which SP would invest
and manage on behalfofPlaintiffs in the SP-AEM Joint Venture.
24. Plaintiffs initially transferred $250,000.00 to SP in exchange for SP providing a
promissory note issued in February of2020, a true and accurate copy of which is attached hereto
as Exhibit"D."
25. Over time. Plaintiffs invested further funds in the SP-AEM Joint Venture by rolling
over initial investment funds and by transferring further funds to SP in exchange for SP providing
various promissory notes true and accurate copies of which are attached hereto as Exhibit "E."
26. During the period Plaintiffs invested funds as evidenced by the notes attached
hereto as Exhibits D and E(the "Initial Notes")Plaintiffs were receiving interest payments for the
investments Seibert and SP were managing in the SP-AEM Joint Venture.
27. During the period of Plaintiffs' initial investments Plaintiffs had no contact with
AEM or Dente and Plaintiffs were never provided any information by Seibert, Pruneski or SP that
there were any problems or issues with AEM,Dente or with the SP-AEM Joint Venture.
28. Pursuant to the terms of the Joint Venture Agreement between SP and AEM,
however, AEM had specific obligations and requirements it was required to follow with respect to
funds it was receiving for the SP-AEM Joint Venture including without limitation that,"AEM will
provide SP with a Security Agreement securing all funds provided by SP for ST Transactions
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covered by this Agreement. . and "AEM will account for funds generated through ST
Transactions a minimum ofTwelve(12)times per year(once every month ofeach calendar year)."
29. Based upon a lawsuit filed by SP in the Court Common Pleas, Summit County Ohio
against AEM,Dente and others, on June 8,2022,captioned as SP Investment Services, LLC v. The
AEM Services, LLC, et al. Case No. CV-2022-06-1899,(the "SP AEM Lawsuit") it is apparent
that SP and its two attorney members, Seibert and Pruneski, did not properly supervise or manage
the Joint Venture SP had with AEM Services.
30. Seibert discloses in an affidavit submitted in support ofthe Complaint just filed in
the SP AEM Lawsuit that,"AEM and Dente did not disclose" any of the addresses or specific
information regarding the properties AEM was purchasing with the investment funds which would
be the assets and serve as collateral for the funds provided.
31. SeiberPs affidavit and the Complaint filed in the SP AEM Lawsuit does not explain
why the attorney members of SP, Seibert and Pruneski, caused SP to transfer millions of dollars
in investment funds to AEM without requiring AEM to identify the properties it represented were
being purchased which would compromise the assets and collateral for the funds provided.
32. Paragraph 22 of the Complaint filed in the SP AEM Lawsuit further discloses that
AEM breached the Security Agreement it had with SP and that AEM had failed and refused to
"provide an accounting of funds" for the property transactions involved and that SP was not
provided the required documentation for the transactions.
33. Upon information and belief, in addition to failing to provide the specific
information regarding properties purportedly being purchased, AEM Services further failed to
provide the detailed monthly financial reporting and accounting disclosures to SP as required by
the terms ofthe Joint Venture Agreement.
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34. Seibert and Pruneski were grossly negligent in causing SP to transfer millions of
dollars in funds to AEM,including Plaintiffs' investment funds, without requiring AEM to adhere
to the material terms ofthe Joint Venture and Security Agreements SP had with AEM.
35. Seibert, Pruneski and SP breached a fiduciary duty they owed to Plaintiffs by not
properly supervising and managing Plaintiffs' investments in the SP-AEM Joint Venture and also
by not disclosing to Plaintiffs that AEM and Dente were not following material terms ofthe Joint
Venture and Security Agreements.
36. Seibert, Pruneski and SP made various material representations, both verbally and
in the Investor Plan, to induce Plaintiffs to invest in the SP-AEM Joint Venture, which upon
information and belief, they knew were false or grossly misleading including without limitation
the following:
a. SP will have a security interest on the real estate purchase
contracts/assignments funded by SP so the investment will be secured
and, at the least, SP will obtain an ownership interest in the real estate
if the properties are not sold.
b. SP will not fund anything other than the purchase of properties within a
30 mile radius of Fairlawn, Ohio in which SP will maintain a security
interest or ownership interest in such properties.
c. SP did not advise the Plaintiffs that the funds invested by them would
be used by AEM to fund the acquisition by AEM of various franchises
throughout the country, business operations, debt service, payment to
other investors, etc.
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d. SP represented that the Promissory Notes used for the SP-AEM Joint
Venture are not a security under Ohio or Federal Law, but such notes
are securities under Ohio and Federal Law and Plaintiffs should have
been advised of same and the Defendants should have complied with
such laws.
e. The retum on the investment would be paid to the Plaintiffs quarterly
on the Note(s) and that the note would be guaranteed and collateralized
by SP Investments.
f. That under SP-AEM Joint Venture Agreement, AEM is "restricted from
placing homes under contract below a certain threshold market value"
and AEM is "not getting 'too aggressive' in their purchasing strategies
thereby leaving the underlying assets in a 'risky' position' in the market
place."
g. That in a "worst case scenario" if there was some reason an end
purchaser defaulted on a purchase contract that "AEM will take
ownership of the properties and SP will have an ownership interest in
that particular property which can be resold to another purchaser."
37. The representations Seibert, Pruneski and SP made to Plaintiffs as set forth in
Paragraph 37 were material to the contemplated transaction, they were made falsely, with
knowledge of the falsity, or they were made with utter disregard and recklessness as to whether
the representations being made were true or false.
38. The false representations of Seibert, Pruneski and SP were made for the purpose of
misleading Plaintiffs into relying upon the representations so they would invest money in the SP-
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AEM Joint Venture and so that SP, Seibert and Pruneski would receive compensation for such
investment(s).
39. In or around late February and March of 2022 Seibert and SP fraudulently
convinced Plaintiffs to roll over existing promissory notes they had with SP Investments for the
SP - AEM Joint Venture into AEM promissory notes. SP, Seibert and Pruneski failed to disclose
material facts to Plaintiffs regarding the financial condition ofAEM at the time Plaintiffs invested
an additional $1,000,000 directly with AEM in exchange for a promissory note from AEM.At the
time and as an inducement, Seibert told Plaintiffs that "it made sense"for Plaintiffs to now "invest
the fimds directly with AEM" instead of just continuing to have Plaintiffs invest money in
exchange for promissory notes issued by SP Investments.
40. At the time Seibert and SP told Plaintiffs "it made sense" for Plaintiffs to switch
their investments from promissory notes issued by SP Investments, to new promissory notes that
would be issued by AEM,Seibert, Pruneski and SP Investments had direct and actual knowledge
that:(1) AEM was having very significant financial difficulties (2) that AEM was in default for
not timely paying what it owed on other promissory notes it issued to other investors including
Pruneski and Seibert, and(3)that AEM was not complying with material terms ofthe Joint Venture
and Security Agreements SP had with AEM Services.
41. Despite knowing the financial difficulties AEM was experiencing and that AEM
was in default, despite knowing that AEM was in breach of material terms of the Joint Venture
and Security Agreements and despite the fact that SP, Seibert and Pruneski knew that AEM was
not timely paying its obligations to investors on promissory notes issued, Seibert, Pruneski and SP
deliberately and fraudulently encouraged Plaintiffs to roll over their investments to AEM directly
in the attempt to insulate themselves from liability to Plaintiffs.
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42. Despite knowing the financial difficulties AEM was experiencing, despite knowing
that AEM was in breach of material terms of the Joint Venture and Security Agreements and
despite the fact that AEM was not timely paying its obligations to investors on promissory notes
issued, Seibert and SP encouraged Plaintiffs to invest an additional $1,000,000.00 directly with
AEM.
43. Based upon the inducements, false representations and omission of material facts
when there was a duty to disclose. Defendants' investment scheme caused Plaintiffs to have the
initial funds they invested, re-invested in the SP-AEM Joint Venture directly with AEM and
Plaintiffs also invested additional fimds which resulted in Plaintiffs receiving four separate
promissory notes from AEM and Dente:
a. A Cognovit Promissory Note dated March 1, 2022 in the amount of
$450,000;
b. a Cognovit Promissory Note with an effective date of March 3,2022 in
the amount of$55,000;
c. a Cognovit Promissory Note with an effective date of March 15, 2022,
in the amount of$425,000;
d. A Cognovit Promissory Note with an effective date of April 15,2022 in
the amount of$1,000,000;
True and accurate copies of the four promissory notes referenced herein are attached hereto as
Exhibit"F"(the"AEM Notes".)
44. The statements, information and documents provided by Defendants to Plaintiffs
when soliciting them to invest and re-invest money in the SP-AEM Joint Venture, combined with
the Defendants' failure to disclose critical information about the SP-AEM Joint Venture which
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they had a duty to disclose, constitutes representations or omissions which were false, fraudulent
and/or grossly misleading.
45. The Defendants' fraudulent affirmative representations, and fraudulent conduct by
failing to disclose material facts when they had a duty to disclose, includes without limitation the
following:
a. Defendants failed disclose to Plaintiff that AEM and Dente were
financially overextended,that they were insolvent and unable to execute
and maintain the business plan and structure Defendants represented
that SP and AEM were utilizing for the SP-AEM Joint Venture
wholesale real estate business as described in the SP Investment Plan;
b. Upon information and belief, directly contrary to their representations
regarding how the funds Plaintiffs invested would be utilized.
Defendants did not restrict use of the funds Plaintiffs invested to
acquiring contracts for residential properties within the 30-mile radius
of Fairlawn, but are investing proceeds from the sale of notes to
purchase 17 other franchises, build exorbitant headquarters in Arizona,
and pay investors short term returns in what can only be described as a
pyramid scheme.
c. Defendants failed to disclose to Plaintiffs that SP and AEM were not
actually creating any actual "security interest on the purchase
contracts/assignments" that AEM was purportedly acquiring and
funding with Plaintiffs' investment money pursuant to the SP-AEM
Joint Venture Defendants represented they were operating; and
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d. Defendants concealed and failed to disclose that, in addition to AEM
and Dente being insolvent, that Dente was diverting funds to his own
use and/or for the personal use ofothers.
e. Defendants concealed and failed to disclose that AEM and Dente were
not complying with material terms of the Joint Venture and Security
Agreements between SP and AEM.
46. Defendants had a duty to disclose the material information they concealed and
withheld from Plaintiffs as set forth in paragraphs 41 and 46.
47. When SP, AEM and Dente ran out of investors bringing money to invest in the
wholesale real estate business they were marketing to investors like Plaintiffs, and based upon the
insolvency ofAEM and Dente,the fraudulent scheme Defendants were engaged in as the SP-AEM
Joint Venture began to collapse in the Spring of2022.
48. During the past 60 days multiple lawsuits have been filed against AEM and Dente
on cognovit promissory notes they executed with investors and,upon information and belief, AEM
and Dente, owe investors over $25.0 million for investment money they took to purportedly
operate a wholesale residential real estate business.
49. Plaintiffs reasonably relied upon the representations, information and records
Defendants provided to them as alleged in paragraphs 10 through 24 and 37 above when initially
investing funds in the SP-AEM Joint Venture in exchange for receiving the promissory notes
issued by SP and also when they rolled over these funds,and invested additional funds,in exchange
for the AEM Notes.
50. SP and AEM,asjoint venturers, have the mutual power to bind the other within the
scope of the joint venture. SP and AEM are each jointly liable for the indebtedness incurred by
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each other in carrying out the joint venture, and are liable for the torts committed by each other
within the scope ofthe business venture.
COUNT I
(Negligence)
51. Plaintiffs incorporate by reference all allegations as set forth above as if fully
restated herein.
52. Seibert, Pruneski and SP solicited Plaintiffs to invest funds with SP which they
represented they would manage on Plaintiffs' behalffor the SP-AEM Joint Venture and they made
multiple representations regarding the structure, nature and terms ofthe investment which were at
best, false and/or grossly misleading which Plaintiffs relied upon when investing funds in the SP-
AEM Joint Venture.
53. Seibert, Pruneski and SP made representations regarding the level of risk for
investing in the SP-AEM Joint Venture which were at best, false and/or grossly misleading which
Plaintiffs relied upon when investing funds in the SP-AEM Joint Venture.
54. Seibert, Pruneski and SP owed a duty to Plaintiffs and are liable to Plaintiffs for
providing negligent investment advice regarding the SP-AEM Joint Venture which they solicited
Plaintiffs to invest in.
55. As a direct and proximate cause of the negligence of Seibert, Pruneski and SP,
Plaintiffs have been damaged in an amount in excess of$1.9 million the full amount of which will
be shown at trial and Plaintiffs are entitled to recovery of monetary damages, costs incurred and
its reasonable attomey fees.
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COUNT II
(Negligence)
restated herein.
57. Seibert and SP served as Plaintiffs' manager and agent regarding the funds
Plaintiffs provided for investment in the SP-AEM Joint Venture and owed Plaintiffs a duty to
reasonably manage and oversee the investment.
58. Plaintiffs relied upon Seibert and SP to properly manage and supervise the
investments in the SP-AEM Joint Venture pursuant to the structure, safeguards and terms Seibert
and SP represented existed and which they represented would be followed for the money Plaintiffs
invested in the SP-AEM Joint Venture.
59. As a direct and proximate cause of Seibert and SP's negligent supervision and
management.Plaintiffs have been damaged in an amount in excess of$1.9 million the full amount
of which will be shown at trial and Plaintiffs are entitled to recovery of monetary damages, costs
incurred and their reasonable attorney fees.
COUNT III
(Breach of Fiduciary Duty)
restated herein.
61. Seibert and SP had a fiduciary relationship arising from Seibert's solicitation and
management of funds Plaintiffs invested in the SP-AEM Joint Venture Agreement as set forth
hereinabove.
62. Seibert and SP breached their duty to Plaintiffs by making misrepresentations
which Plaintiffs reasonably relied upon and by further failing to disclose critical material
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information regarding the status of the SP-AEM Joint Venture Agreement which Seibert and SP
had a duty to disclose to Plaintiffs when Plaintiffs re-invested funds directly with AEM and when
Plaintiffs invested an additional $1,000,000 directly with AEM at Seibert's urging.
63. Seibert and SP breached their duty to Plaintiffs by personally investing in AEM and
possessing interests that create a conflict ofinterest with Plaintiffs.
64. As a direct and proximate cause of Seibert and SP's breaches of fiduciary duty.
be shown at trial and Plaintiffs are entitled to recovery ofmoney damages,costs incurred and their
reasonable attomey fees.
COUNT IV
(Fraud)
restated herein.
66. Defendants committed fraud when soliciting Plaintiffs to invest and re-invest
money in their SP-AEM Joint Venture.
67. Defendants made material misrepresentations or omissions offact when soliciting
Plaintiffs to invest and re-invest money in their SP-AEM Joint Venture.
68. Defendants knew that their material misrepresentations or omissions of fact were
false or made such material misrepresentations or omissions of fact with an utter disregard or
recklessness as to whether they were true or false.
69. Defendants made such material misrepresentations or omissions of fact with an
intent that Plaintiffs would rely on them.
70. Plaintiffs reasonably relied upon the misrepresentations or omissions ofDefendants
when it invested funds with SP Investments and with AEM for the SP-AEM Joint Venture.
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71. Seibert and Pruneski exercised complete control over SP, which had not separate
mind, will or existence ofits own,and such control was exercised to commit fraud and other illegal
acts that damaged Plaintiffs, such that Seibert and Pruneski are individually liable for the
fraudulent acts of SP.
72. As a direct and proximate cause of the fraud committed by Defendants, Plaintiffs
have been damaged in an amount in excess of$1.9 million the full amount of which will be shown
at trial and Plaintiffs are entitled to recovery of monetary damages, punitive damages, costs
incurred and their reasonable attorney fees.
COUNTY
(Negligent Misrepresentation)
restated herein.
74. Defendants had a financial and pecuniary interest in the Plaintiffs' investment of
money in the SP-AEM Joint Venture.
75. Defendants negligently, and with a lack of reasonable care, supplied false
information to Plaintiffs regarding the investment of money in the SP-AEM Joint Venture.
76. Plaintiffs reasonably relied upon the misrepresentations or omissions ofDefendants
when they invested funds with SP and with AEM for the SP-AEM Joint Venture.
77. As a direct and proximate cause of the negligent misrepresentation committed by
Defendants, Plaintiffs have been damaged in an amount in excess of$1.9 million the full amount
ofwhich will be shown at trial and Plaintiffs are entitled to recovery ofmonetary damages,punitive
damages, costs incurred and their reasonable attorney fees.
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COUNT VI
(Constructive Fraud)
78. Plaintiffs incorporate by reference all allegations as set forth above as if fiilly
restated herein.
79. Seibert and Pruneski are attorneys and officers of SP Investments.
80. Seibert and SP made certain assurances and representations to Plaintiffs regarding
the safeguarding or security ofinvestment funds received by SP Investments for the SP-AEM Joint
Venture.
81. Seibert and SP Investments had a duty to Plaintiffs to disclose material facts relating
to the SP-AEM Joint Venture.
82. Seibert and SP Investments encouraged Plaintiffs to re-invest in the SP-AEM Joint
Venture directly with AEM without disclosing material facts known to Defendants concerning
AEM and the SP-AEM Joint Venture.
83. As a direct and proximate cause ofthe constructive fraud committed by Defendants,
be shown at trial and Plaintiffs are entitled to recovery of monetary damages, punitive damages,
costs incurred and their reasonable attorney fees.
COUNT VII
(Recission of AEM Notes)
restated herein.
85. As outlined above. Plaintiffs were induced to enter into the AEM Notes by the
fraudulent misrepresentations and omissions by Defendants.
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86. The AEM Notes were procured by fraud or fraudulent misrepresentation and
Plaintiffs have an equitable right to recission ofthe AEM Notes.
87. The AEM Notes should be equitable rescinded and the parties placed in the position
they would be in had the AEM Notes never been entered.
COUNT VllI
(Accountiiig)
88. Plaintiffs incorporates by reference all allegations as set forth above as if fully
restated herein.
89. On information and belief, and consistent with the allegations contained herein,
AEM and the SP-AEM Joint Venture utilized the funds invested by Plaintiffs for improper
purposes.
90. On information and belief, and consistent with the allegations contained herein,
AEM and the SP-AEM Joint Venture are insolvent.
91. Plaintiffs seek an equitable accoxmting detailing the current assets and liabilities of
AEM and the SP-AEM Joint Venture and how the funds Plaintiffs invested with the SP-AEM Joint
Venture were utilized by AEM or the SP-AEM Joint Venture.
COUNT IX
(Receivership ORC § 2735.01)
restated herein.
93. AEM and the SP-AEM Joint Venture are either insolvent or in imminent danger of
insolvency.
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94. Due to the insolvent nature of AEM and the SP-AEM Joint Venture, and in light of
the fraudulent behavior described herein, Plaintiffs will suffer irreparable harm if a receiver is not
appointed.
95. A receiver should be appointed to take control ofthe remaining assets of AEM and
the SP-AEM Joint Venture pursuant to R.C. 2735.01.
COUNTX
(Violations of Ohio Securities Act)
restated herein.
97. Defendants offered an unregistered security for sale by way ofthe SP Investor Plan.
98. Defendants received profits or commissions for the sale ofsecurities to Plaintiffs.
99. Plaintiffs relied on the SP Investor Plan with contained fraudulent
misrepresentations or omissions when deciding to invest in the SP-AEM Joint Venture.
100. As a direct and proximate cause ofthe fraudulent misrepresentations or omissions
contained in the SP Investor Plan, Plaintiffs have been damaged in an amoimt in excess of $1.9
million the full amount of which will be shown at trial and Plaintiffs are entitled to recovery of
monetary damages, punitive damages, costs incurred and their reasonable attorney fees.
101. Pruneski and Seibert, as officers ofSP, are personally liable to Plaintiffs.
102. Plaintiffs further seek all applicable remedies under the Ohio Securities Act
including recission and restitution ofthe applicable notes.
COUNT XI
(Breach of Contract—^AEM Notes)
restated herein.
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104. The AEM Notes are contracts between AEM and Mark Dente and Plaintiffs.
105. Plaintiffs have fulfilled their obligations under the AEM Notes.
106. AEM and Dente have breached the terms ofthe AEM Notes.
107. Plaintiffs have suffered damages as a result of AEM and Dente's breach of the
AEM Notes.
WHEREFORE, Plaintiffs pray that the Court enter judgment against Defendants on the
claims as follows:
A. On Count I -a judgment for joint and several liability against Defendants for monetary
damages in excess of $25,000, the full amount of which will be shown at trial, punitive
damages,pre- and post-judgment interest, costs incurred and their reasonable attorney fees;
B. On Count II -a judgment for joint and several liability against Defendants for monetary
C. On Count III -a judgment for joint and several liability against Defendants for monetary
D. On Count IV -a judgment for joint and several liability against Defendants for monetary
E. On Count V -a judgment for joint and several liability against Defendants for monetary
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F. On Count VI—a judgment for joint and several liability against Defendants for monetary
G. On Count VII -a judgment entry from the Court ordering recission of the AEM Notes
issued to Plaintiffs and entering judgment in favor of Plaintiff and against Defendants
jointly and severally,for the full amount ofthe principal set forth in each AEM Note issued
to Plaintiffs;
H. On Count VIII - a judgment entry from the Court ordering an equitable accounting
detailing the current assets and liabilities of AEM and the SP-AEM Joint Venture and how
the funds Plaintiffs invested with the SP-AEM Joint Venture were utilized by AEM or the
SP-AEM Joint Venture.
I. On Count IX - a judgment entry from the Court appointing a qualified receiver to take
control of the remaining assets of AEM and the SP-AEM Joint Venture pursuant to R.C.
2735.01.
J. On Count X - a judgment entry from the Court ordering full recission of all applicable
notes and restitution to Plaintiffs in an amount to be proven at trial and any other applicable
relief provided imder the Ohio Securities Act.
K. On Count XI - a judgment for joint and several liability against Defendants for monetary
damages in excess of $25,000, the full amount of which will be shown at trial, pre- and
post-judgment interest, costs incurred and its reasonable attorney fees;
L. Such other relief the Court deemsjust and equitable.
22
4893-1511-5813.v2

Respectfully submitted,
Mark W.Bemlohr(#0038640)
Clay K. Keller(#0072927)
Jackson Kelly PLLC
50 South Main Street, Suite 201
Akron, Ohio 44308
Phone: (330)252-9060
Fax: (330)252-9078
E-mail: [email protected]
[email protected]
Attorneysfor Plaintiff, O&O Investments, LLC,

Jeffand Rene Oldham
JURY DEMAND
Plaintiff demands a trial by jury on all issues ana/(
By:.
tj
23
4893-1511-5813.v2

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CV-2022-06-1968 BREAUX, ALISON 06/15/2022 11:26:32 AM CMCO Page 1 of 23

IN THE COURT OF COMMON PLEAS

O&O INVESTMENTS,LLC CASE NO.:

RENE OLDHAM Jury Demand Endorsed Hereon

Sandra Kurt, Summit County Clerk of Courts

THE AEM SERVICES,LLC

1. Plaintiff, O&O Investments, LLC ("O&O Investments"), is a Georgia limited

3. Defendant, SP Investment Services, LLC ("SP") is an Ohio limited liability

Pruneski, LLC,One Cascade Plaza, suite 1445 Akron, Ohio 44308.

("Pruneski") and Darrel L. Seibert, 11 ("Seibert").

Sandra Kurt, Summit County Clerk of Courts

at 3800 Embassy Parkway, Suite 300, Akron, Ohio 44333.

6. Defendant Siebert is an attorney licensed to practice law in the state of Ohio he is

7. Defendant,The AEM Services, LLC("AEM")is an Ohio limited liability company

8. Defendant, Mark Dente ("Dente") is an individual who resides at 498 Weston

Court, Copley, Ohio 44333, and is owner of AEM.

JURISDICTION & VENUE

Defendants which are the subject ofthis action.

Sandra Kurt, Summit County Clerk of Courts

hereto as Exhibit "A."

Fairlawn, Ohio as identified in Exhibit A ofthe Investor Plan.

by SP and AEM Services (the"SP-AEM Joint Venture").

in the SP-AEM Joint Venture.

Sandra Kurt, Summit County Clerk of Courts

and Finance, Mark Gathagan.

Venture starting in February of2020.

Sandra Kurt, Summit County Clerk of Courts

SP and the SP-AEM Joint Venture.

and manage on behalfofPlaintiffs in the SP-AEM Joint Venture.

24. Plaintiffs initially transferred $250,000.00 to SP in exchange for SP providing a

investments Seibert and SP were managing in the SP-AEM Joint Venture.

Sandra Kurt, Summit County Clerk of Courts

the Joint Venture SP had with AEM Services.

be the assets and serve as collateral for the funds provided.

provided the required documentation for the transactions.

the terms ofthe Joint Venture Agreement.

Sandra Kurt, Summit County Clerk of Courts

Venture and Security Agreements.

a. SP will have a security interest on the real estate purchase

contracts/assignments funded by SP so the investment will be secured

if the properties are not sold.

30 mile radius of Fairlawn, Ohio in which SP will maintain a security

interest or ownership interest in such properties.

be used by AEM to fund the acquisition by AEM of various franchises

throughout the country, business operations, debt service, payment to

other investors, etc.

Sandra Kurt, Summit County Clerk of Courts

e. The retum on the investment would be paid to the Plaintiffs quarterly

f. That under SP-AEM Joint Venture Agreement, AEM is "restricted from

placing homes under contract below a certain threshold market value"

and AEM is "not getting 'too aggressive' in their purchasing strategies

thereby leaving the underlying assets in a 'risky' position' in the market

g. That in a "worst case scenario" if there was some reason an end

purchaser defaulted on a purchase contract that "AEM will take