Date: 04-11-2018

Case Style:

Case Number: CJ-2018-1576

Judge: Jefferson D. Sellers

Court: District Court, Tulsa County, Oklahoma

Plaintiff's Attorney: Kirk Turner, Jacob Crawford, Micah Peterson, Brad Lamberth, Curl Cuvington

Defendant's Attorney: Fred Dorwart and Paul DeMuro for Claremore Automall, Inc.

Jo Lynn Jeter for Holly Allen

Clark Brewster, Guy Fortney and Nvukuje N. Nwafykurwa for Steven Harris

Description: Tulsa, OK - Tulsa Property, LLC and Tulsa C Property, LLC sued Claremore Automoall, LLC, d/b/a Jim Glover on the River, James Glover, Kristen Glover, Kristen Gaylean, Jared Glover, Steve Harris and Holly Allen on fraud, breach of contract, misappropriation of trade secrets and deceptive trade practices.

The Petition filed by the Plaintiffs stated the following:

COME NOW Plaintiffs, Roundtree Automotive Group, LLC ("Roundtree") and Tulsa C co Property, LLC ("Tulsa C") (collectively, "Plaintiffs"), for their causes of action against Defendants, Claremore Automall, LLC ("Claremore Automall"), Glover Chevrolet West, LLC d/b/a Jim Glover on the River ("On the River"), James Glover ("Jim Glover"), Kristen Glover Galyean ("Kristen Glover"), Jared Glover, Steve Harrison, and Holly Allen, and allege and state as follows:
SUMMARY OF CLAIMS

1. While the allegations herein may read like a novel there is nothing romantic or redeeming about the behavior they describe. The scheme they detail goes like this: Jim Glover, his children, and a few others among Defendants duped Plaintiff Roundtree to the tune of over $46 million dollars. They coaxed Roundtree into buying an auto dealership that had been represented
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as successful, convincing Roundtree that all the key people involved in that success would stay after the purchase, and then used those key people left behind as a Trojan Horse to systematically sabotage the dealership they sold, all to the advantage of Jim Glover's competing dealership, On the River. Jim Glover's people then crafted confusing and misleading advertisements for both dealerships, causing market confusion and driving people to the competing dealership, On the River. Moreover, though he has agreed not to hire employees that were to be left behind, Jim Glover has hired ten (and counting), systematically picking them off and further harming the dealership he sold; again, all to the advantage of his competing dealership, On the River. If there ever were a way to make a quick $46 million, and never really sell your business, just transfer everything and everybody that works to another location-this is it.
2. Roundtree asks that the wrongs described herein be set right, and comes to this Court pleading, among other things, fraud, breach of multiple contracts which comprised the $46 million-dollar sale, misappropriation of trade secrets, and deceptive trade practices. The facts and causes of action are more fully described below.
PARTIES, JURISDICTION, AND VENUE

3. Roundtree is a Louisiana limited-liability company.

4. Tulsa C is a Delaware limited-liability company.

5. Claremore Automall is an Oklahoma limited-liability company.

6. On the River is an Oklahoma limited-liability company.

7. Jim Glover is an individual residing in Tulsa County, Oklahoma.

8. Kristen Glover is an individual residing in Tulsa County, Oklahoma.

9. Jared Glover is an individual residing in Tulsa County, Oklahoma.

10. Steve Harrison is an individual residing in Tulsa County, Oklahoma.

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11. Holly Allen is an individual residing in Tulsa County, Oklahoma.

12. The events giving rise to this action occurred in Tulsa County, Oklahoma.

13. This Court has both personal and subject matter jurisdiction, and venue is proper in this Court.
BACKGROUND ALLEGATIONS

A. Setting the Scene: Roundtree Meets the Glovers
14. Jim Glover is a well-known player in the automobile industry in and around Tulsa.

He is the owner and manager of Claremore Automall, which oversaw and directed the operations of Jim Glover Chevrolet in Tulsa (the "Dealership").
15. As a popular figure in the Tulsa auto market, Jim Glover, through Claremore Automall, saturated the Tulsa market with the Glover name for the benefit of the Dealership. Upon information and belief, Claremore Automall and Jim Glover spent significant sums of money in the process, outspending competitors by a margin of 2 to 1. The marketing prominently featured the Glover name and the Glover family, all of which were essential elements of the Dealership. Indeed, the Glover family-Jim Glover, Kristen Glover, and Jared Glover-were the public faces of the Dealership in the commercials, webpage, social-media accounts, and other advertisements.
16. As a result, Jim Glover and Claremore Automall developed a significant reputation in the Tulsa metropolitan area and the surrounding regions in connection with the sale, lease, and service of motor vehicles, and with the general operation of the Dealership.
17. Despite his success in the Tulsa auto market, the advertising dollars, and market saturation, Claremore Automall and Jim Glover were ready to part with the Dealership in early 2017. It was represented to Plaintiffs that Jim Glover wanted to wind down, slowly tum things over to Jared and Kristen, and focus on other endeavors.
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18. Roundtree is a family-owned business and has been for 40 years. Roundtree buys, operates, and sells automobile dealerships throughout the United States. In the fall of 2016, Roundtree heard of the opportunity to purchase the Dealership from a broker and reached out to Jim Glover about what seemed to be a promising opportunity.
B. Setting the Hook: Defendants Sell Roundtree on the Deal.
19. Roundtree, on one hand, and Jim Glover and Claremore Automall, on the other hand, began discussing the sale of the Dealership in late 2016. Jim Glover, Kristen Glover, Jared Glover, and Steve Harrison were all part of these discussions. During the talks, Roundtree was made to believe that the Dealership was "blowing and going," but that Jim Glover wanted to tum it over and start slowing down.
20. More specifically, Ben Hicks, the broker on the deal, contacted Matt Stinson, the President of Roundtree, in late 2016 about the Dealership being listed for sale. Soon thereafter, Hicks and Stinson flew to Tulsa to discuss the Dealership with Jim Glover at Jim Glover's home. At this meeting, Stinson and Jim Glover discussed philosophies of automobile dealership ownership. Stinson stated he believed that in a successful existing dealership, the person who truly runs the dealership needs to remain at the dealership after the sale to ensure the practices that made the dealership successful continue to be followed. Stinson asked Jim Glover who really ran the Dealership. Jim Glover responded that Steve Harrison ran the Dealership.
21. Thus, Roundtree was made to believe that Jim Glover and Claremore Automall were going to leave all the people at the Dealership who really made it work. Roundtree would be simply stepping into the shoes Jim Glover was stepping out of-in effect buying a proven and promised income stream. For this to work, Roundtree needed and literally paid millions of dollars to use the name "Jim Glover Chevrolet" for one year, and thus take advantage of the goodwill and

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market saturation that had been established over many years. This one-year use was intended to give Roundtree time to transition to a new name while not immediately losing the benefits of the Glover name.
C. Leaving the Lieutenant Behind: Setting up the Rearguard Action.
22. Before the sale, in late 2016 and early 2017, Steve Harrison was the General Manager of the Dealership.
23. In the course of negotiating the Dealership purchase, Jim Glover, individually and on behalf of Claremore Automall, represented that Harrison was indispensable to the operation of the Dealership and further represented that Harrison's knowledge, skill, and expertise were essential to the past and continued success of the Dealership.
24. Throughout the fall of 2016, and specifically in February 2017, Jim Glover, in his personal capacity and on behalf of Claremore Automall, represented to Plaintiffs that Jim Glover and Claremore Automall would ensure that Harrison remained employed by the Dealership after the sale. These representations occurred in the meeting described in detail above. They also occurred after the meeting in several phone calls between Stinson and Jim Glover. Jim Glover continued to represent that Steve Harrison was the guy that really operated the Dealership. That fact was so important to both parties that Jim Glover and Steve Harrison travelled to Dallas in February 2017 to meet with Roundtree's officers so that the officers could meet and approve of Steve Harrison.
25. In reliance on the representations described above, Plaintiffs considered Harrison's continued employment with the Dealership to be a prerequisite to completing the Dealership purchase.

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26. In further reliance on those representations, the later purchase agreement would condition closing on Harrison's employment by Plaintiffs. In other words, there would be no purchase if Harrison would not enter into an employment agreement that was satisfactory to Roundtree.
D. The Agreements
I. The Dealership Asset Purchase Agreement
27. On May 9, 2017, Roundtree and Claremore Automall executed a Dealership Asset Purchase Agreement ("APA"). By closing, the total purchase price agreed upon amounted to
$46,286,030.49.

28. Among other items, the APA provided for Claremore Automall's sale of, and Roundtree's purchase of, all fixed assets of the Dealership, new and used vehicles, other inventory, customer lists, marketing materials, and Dealership Goodwill.
29. Because of the reputation, brand, and name recognition Jim Glover possessed in the Tulsa market, and because Plaintiffs were new to the market, the continued use of the Jim Glover name after completion of the Dealership purchase was essential to Plaintiffs' desire to purchase the Dealership. Accordingly, in consideration of Plaintiffs' interests, the APA granted to Roundtree a license to use the name "Jim Glover Chevrolet" for a period of one (1) year from the date of closing. The APA further granted to Roundtree the exclusive right to use the Dealership's Facebook, Twitter, and Instagram accounts, along with the Dealership webpages, all of which featured some variation of the name "Jim Glover Chevrolet."
30. In further consideration of Plaintiffs' interests, Claremore Automall and Tulsa C entered into a Transfer of Trade Name Agreement ("Transfer Agreement"), signed by Jim Glover,
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on July 24, 2017, which transferred the name "Jim Glover Chevrolet" to Tulsa C for a period of one (1) year from the date of closing.
31. In further consideration of Plaintiffs' interests, and based on Defendants' representations and Roundtree's understanding, Roundtree purchased "Goodwill" for $21 million in the APA. This Goodwill purchase included the aforementioned use of the name "Jim Glover Chevrolet," and other important items such as customer lists, marketing materials, promotional materials, and other items necessary to the Dealership's Goodwill.
2. Harrison's Employment Agreement
32. The APA made Roundtree's obligation to consummate the Dealership purchase subject to execution of an employment agreement with Harrison by which Harrison would continue as general manager of the Dealership. Plaintiffs jointly entered into an Employment Agreement with Harrison on July 17, 2017.
33. The Employment Agreement contained a provision that prevented Harrison from using any "agreements, propriety information, trade secrets, confidential information, customer lists, mailing lists, goodwill, or other intangible property used or useful in connection with" the Dealership and/or Plaintiffs' business for any purpose other than the exclusive benefit of the Dealership.

3.
34.
The Non-Competition Agreement
In addition to the above requirements, the APA further made Roundtree's

obligation to consummate the Dealership purchase subject to execution of a Non-Competition Agreement by Claremore Automall and Jim Glover. Claremore Automall and Jim Glover entered into the Non-Competition Agreement with Tulsa Con July 24, 2017.
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35. The Non-Competition Agreement contained a covenant not to hire that stated as follows:
During the first thirty-six (36) months commencing on the Closing Date ("No Hire Term"), without the express prior written consent of [Tulsa C], [Jim Glover] shall not: (a) hire any Dealership employee that had or has a business relationship with Dealership at any time during the period of time from February 1, 2017 through the No Hire Term (each, a "Restricted Party").

4. Goodwill Purchase Agreements
36. In addition to the above requirements, and in addition to the $21 million paid for the Dealership Goodwill, the APA further made the closing of the Dealership purchase subject to execution of separate Goodwill Purchase Agreements ("GPAs") between Roundtree and Jim Glover, Kristen Glover, and Jared Glover, respectively.
37. The GPAs provided for the sale of the following:

... close personal and ongoing business relationships and knowledge in connection with Jim Glover Chevrolet's business through the personal ability, personality, reputation, skill, and integrity of the Seller, and other information relating thereto.

38. The GPAs with Jim Glover, Kristen Glover, and Jared Glover were each executed on May 9, 2017. Jim Glover's goodwill was sold for $5 million, Kristen Glover's goodwill was sold for $500,000, and Jared Glover's goodwill was sold for $500,000.
39. On July 24, 2017, Roundtree assigned Tulsa C all of its rights and interests under the APA, and Jim Glover, Kristen Glover, and Jared Glover each assigned all of their personal goodwill (e.g. personal and ongoing business relationships and knowledge and reputation, skill, and integrity) to Tulsa C, as set forth in their respective GPAs.
40. The Dealership purchase closed on July 24, 2017.

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E. The Trojan Horse is Deployed: Post-Sale Sabotage
41. After closing, it became apparent that Defendants had conspired with one another to induce the lucrative Dealership purchase by making material misrepresentations as to Plaintiffs' ability to use the Jim Glover Chevrolet name and retain essential Dealership employees, among other things, and then engage in actions after consummation of the purchase that would deceptively and surreptitiously represent to the public that Jim Glover Chevrolet had merely moved to, and been renamed as, On the River, and to otherwise sabotage the transfer of ownership.
42. Upon information and belief, on or about the day after closing, Steve Harrison, Plaintiffs' now General Manager of the Dealership, left for an extended hunting trip with Jim Glover.
43. Shortly after his return from the hunting trip, Harrison began working against the benefit and interest of Plaintiffs and the Dealership and for the benefit and interests of Jim Glover and On the River, all while being employed as General Manager of the Dealership and being paid by the Plaintiffs to protect the Dealership's interests.
I. Sabotaging the Trade Name
44. Not long after closing, Harrison gave away all Jim Glover Chevrolet merchandise-over tens-of-thousands-of-dollars' worth-over the course of a single weekend to John 3:16 Homeless Mission, without informing Plaintiffs.
45. Harrison further hired Jim Glover's long-time advertising agent, Holly Allen, as the Dealership's advertising agent, despite knowing that Allen was at the same time performing advertising work for Jim Glover's other dealerships, including On the River.
46. Despite Plaintiffs paying millions of dollars for use of the Jim Glover Chevrolet trade name and the Glover family goodwill, Harrison directed that the valuable Jim Glover

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Chevrolet signage at the Dealership be immediately removed, all without approval of his employer, the Plaintiffs.
47. At Harrison's direction, Allen saw to the removal of all signage and ordered that all other references to Jim Glover in connection with the Dealership be blacked out.
48. Thereafter, Allen delayed the implementation of signage displaying the Dealership's new name, Route 66 Chevrolet ("Route 66") for over four (4) months.
49. Following removal of the Jim Glover Chevrolet signage, business immediately depleted, particularly drive-up business. Customers simply thought the Dealership was closed and moved to On the River.
50. Operations-wise, Harrison decreased loaner-vehicle purchases, which he knew would reduce the available inventory for the Dealership, adversely impacting sales performance for the benefit of Jim Glover and On the River.
51. He further missed General Motors sales objectives, which prevented the Dealership from receiving significant funds from General Motors of over $100,000 per month.
2. Sabotaging the Marketing
52. Upon information and belief, with Harrison's knowledge and Allen's instruction, the Dealership's web pricing permissions were changed and the Dealership's Google priority was diminished.
53. Around this same time, during a marketing meeting, Allen stormed out of the room in anger when a Dealership employee suggested that the Dealership should market that "Jim Glover Chevrolet is now Route 66 Chevrolet."

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54. After closing of the purchase, Harrison was instructed by Plaintiffs to double the advertising budget, but not only did Harrison not double the budget, evidence indicates he decreased it.
55. Due to the actions of Harrison and Allen, the advertising that was produced was of far inferior quality to that which the same persons produced prior to the Dealership purchase.
56. At the direction of Harrison and Allen, commercials were run advertising that Jim Glover Chevrolet had "sold" and was having a "clearance sale-a-thon," suggesting that Jim Glover Chevrolet was moving to On the River and would no longer be in operation at the Dealership site.
57. In furtherance of that message, On the River, Jim Glover, Kristen Glover, and Jared Glover began a "Grand Reopening" campaign shortly thereafter and ran advertisements with titles such as "Relocating to Better Serve You!"
58. On the River produced commercials featuring Jim Glover, Kristen Glover, and Jared Glover that suggested Jim Glover Chevrolet had moved to, and been renamed as, On the River, which included statements such as "minutes away from our old facility," "it's a new chapter for us," and "our team now under one roof at our brand-new facility."
59. On the River also used inside information from the Dealership, presumably gained through Harrison and/or Allen, to direct its marketing campaigns.
60. The Dealership prepared a Black Friday promotion in which customers would receive gift cards in varying amounts on Black Friday depending on the time they purchased a vehicle. But only three (3) days before the promotion was to begin, On the River, who also used Allen for marketing services, began the exact same campaign with the same gift card incentives.

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61. After having continued to perform advertising work for the Dealership, Jim Glover, and On the River, Allen ceased working as the Dealership's advertising agent as of October 25, 2017.
62. Before leaving, Allen whited out all media rates so that the Dealership could not use them.
63. After Allen's departure, it was discovered by communications with various media companies that Jim Glover had leveraged his influence and history of frequent advertising by instructing such companies to charge the Dealership higher rates for advertisements.
64. Jim Glover went so far as to state to one media company that he was "going to destroy the Route 66 location."
3. Sabotaging Customer Data.
65. Upon information and belief, after closing, Jim Glover also downloaded Dealership data for direct mail and email to customers requesting that they bring their vehicles to On the River for servicing, even though such Dealership data was the property of Plaintiffs and was sold to Plaintiffs.
66. In addition, Plaintiffs' Sales Manager, Sean Hightower, had improperly and without permission downloaded the Dealership's customer data after his employment with the Dealership ended.
4. Poaching the employees.
67. Plaintiffs fired Harrison on December 11, 2017.

68. Shortly thereafter, Hightower was terminated on December 12, 2017. The next day, Hightower stole the Dealerships data of approximately 44,000 customers. Plaintiffs have recently learned that Hightower began working for Jim Glover and On the River, where he is
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employed as General Sales Manager, despite the provision in the Non-Competition Agreement precluding Jim Glover, or any of his affiliates, from hiring persons previously employed by the Dealership on or after February 1, 2017.
69. Other Dealership employees known at this time who were hired by Glover and On the River in violation of the Non-Competition Agreement are as follows:
Kristen Glover
Jared Glover
Steve Harrison
Sean Hightower
Holly Allen
Logan Jones
Vance K. Gaut
Ryan Kallam
Brad Sexton
Cass Filhiol
Dillon Tennison
Dillon Rice
Sean Hightower
Mario Carvajal
Travis Lahl
Chris Amore
Kyle Hopkins
Dolon Ward
Adrien Anderson
Jason Coe

COUNT I
FRAUD IN THE INDUCEMENT, FRAUD, FRAUDULENT MISREPRESENTATION
{AGAINST CLAREMORE AUTOMALL, JIM GLOVER, KRISTEN GLOVER, JARED GLOVER, AND STEVE HARRISON)

70. Plaintiffs hereby incorporate the allegations contained in the preceding paragraphs as if set forth herein.
71. In late 2016, Plaintiffs entered into negotiations to purchase the Dealership.
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72. As individuals at the highest levels of management and as public representatives of the Dealership, Jim Glover, Kristen Glover, Jared Glover, and Steve Harrison were critical to the negotiations and Plaintiffs' interest in purchasing the Dealership.
A. The fraud about Harrison.
73. In or around February 2017, during the course of negotiations for the purchase of the Dealership, Jim Glover, in his personal capacity and on behalf of Claremore Automall, represented that Dealership General Manager Steve Harrison was the operator of the Dealership and further represented that Harrison's knowledge, skill, and expertise were indispensable and essential to the success, and continued success, of the Dealership.
74. In or around February 2017, Jim Glover, in his personal capacity and on behalf of Claremore Automall, represented to Plaintiffs that Jim Glover and Claremore Automall would work to ensure Harrison remained employed by the Dealership and Plaintiffs after the sale of the Dealership.
75. Indeed, the APA expressly stated that Plaintiffs' purchase of the Dealership was conditioned on having "entered into an employment agreement satisfactory to [Plaintiffs] with Steve Harrison, Seller's current general manager of the Dealership."
76. Jim Glover's representations that Harrison was responsible for the success of the Dealership, and that Jim Glover would work to secure the continuing employment of Harrison for Plaintiffs and the Dealership, were a significant inducement for Plaintiffs to purchase the Dealership.
77. On July 17, 2017, Harrison expressly represented to Plaintiffs that he would continue his employment as General Manager of the Dealership for its benefit, and not for the



benefit of Jim Glover personally or his other dealerships, by executing an Employment Agreement pursuant to the APA.
78. Harrison's representation that he would continue working as the General Manager of the Dealership, and would work for the benefit of the Dealership and not Jim Glover, was a significant inducement for Plaintiffs to purchase the Dealership.
79. Claremore Automall, Jim Glover, and Harrison made these representations with the understanding and knowledge that Harrison would not work to the benefit of the Dealership, but would engage in actions that would actively harm the Dealership and would return to employment with Jim Glover at On the River.
80. Plaintiffs considered Harrison's continued employment with the Dealership to be a prerequisite to the Dealership purchase, and detrimentally relied on the representations of Claremore Automall, Jim Glover, and Harrison by consummating the purchase.
81. Despite their representations, Jim Glover, in his personal capacity and on behalf of Claremore Automall, and Harrison never intended for Harrison to work for the benefit of the Dealership after it was purchased by Plaintiffs.
82. To the contrary, Jim Glover, in his personal capacity and on behalf of Claremore Automall, and Harrison made these representations to induce Plaintiffs to purchase the Dealership under false pretenses.
83. The intentions of Jim Glover, in his personal capacity and on behalf of Claremore Automall, and Harrison were to deceive Plaintiffs into purchasing the Dealership and then use Harrison to sabotage the Dealership's business and, once that was completed, to enter the employment of On the River.

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84. Plaintiffs relied on the above misrepresentations to their detriment. Indeed, Harrison's failure to work solely on behalf of the Dealership, and instead work for the benefit of Jim Glover and On the River, caused Plaintiffs to lose a significant amount of business, money, and goodwill, and damaged the Dealership's reputation in the Tulsa market.
B. With regard to the personal goodwill.
85. In or around May 2017, during the course of negotiations, Jim Glover, Kristen Glover, and Jared Glover each represented that they would transfer their personal goodwill in connection with Jim Glover Chevrolet and its business as part of Plaintiffs' purchase of the Dealership.
86. On May 9, 2017, Jim Glover, Kristen Glover, and Jared Glover expressly represented that they would transfer their personal goodwill in connection with Jim Glover Chevrolet's business, including their "close personal and ongoing business relationships and knowledge in connection with Jim Glover Chevrolet's business through the personal ability, personality, reputation, skill, and integrity of the Seller, and other information relating thereto."
87. Despite their representations, Jim Glover, Kristen Glover, and Jared Glover intended to withhold their personal goodwill and use it against Plaintiffs by way of unfair competition and deceptive advertising intended to divert business away from the Dealership and to On the River.
88. Jim Glover, Kristen Glover, and Jared Glover made the above false representations solely for the purpose of inducing Plaintiffs to purchase the Dealership.
89. Plaintiffs considered the personal goodwill of Jim Glover, Kristen Glover, and Jared Glover to be essential to the Dealership purchase, particularly because the Glovers were the public face of Jim Glover Chevrolet.
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90. As a result, Plaintiffs detrimentally relied on the representations of Jim Glover, Kristen Glover, and Jared Glover by consummating the Dealership purchase.
C. With regard to marketing and the "Jim Glover" name.
91. In or around May 2017, in further inducement of Plaintiffs to purchase the Dealership, Jim Glover, in his personal capacity and on behalf of Claremore Automall, represented that Plaintiffs would retain the marketability and brand recognition of Jim Glover Chevrolet.
92. Jim Glover, in his personal capacity and on behalf of Claremore Automall, made the above representations knowing they were false. Indeed, Jim Glover, in his personal capacity and on behalf of Claremore Automall, made the representations with the understanding that he and his affiliates, would later represent to the public that Jim Glover Chevrolet had sold and moved to On the River.
93. After the purchase of the Dealership was completed, Jim Glover, in his personal capacity and on behalf of Claremore Automall and On the River, Kristen Glover, Jared Glover, and Harrison, with the assistance of Allen, took intentional actions to represent to the public that Jim Glover's name was no longer associated with the Dealership, and that Jim Glover Chevrolet had been relocated and renamed as Jim Glover On the River. Such actions included:
a. Causing a television commercial to air which represented that Jim Glover Chevrolet had "moved" to On the River;
b. Causing a television commercial to air which represented that Jim Glover Chevrolet was having a "clearance sale-a-thon," which indicated to the public that Jim Glover Chevrolet would not continue as a business entity;
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c. Causing a television commercial to air which represented that Jim Glover Chevrolet had been "sold," which indicated to the public that Jim Glover's name would no longer be associated with the Dealership.
d. Causing a television commercial to air which represented that Jim Glover Chevrolet had been relocated and renamed as Jim Glover On the River, when in actuality the name "Jim Glover Chevrolet" should have continued to be associated with the Dealership;
e. Causing advertisements to run on various media platforms which included representations such as "Relocating to Better Serve You!";
f. Initiating a "Grand Reopening" advertising campaign, including the airing of a television commercial, which represented that Jim Glover Chevrolet had been relocated and was reopening as Jim Glover On the River; and
g. Causing all signage at the Dealership displaying the name "Jim Glover Chevrolet" to be taken down, and all other references to Jim Glover to be blacked out, which indicated to the public that the Dealership was out of business and/or no longer associated with the Jim Glover name.
94. As the direct result of the fraud of these Defendants, Plaintiffs suffered, and continue to suffer, damages in the form oflost profits and sales, lost business opportunities, loss of goodwill, and injury to their reputation in an amount to be determined at trial.
95. The fraudulent inducement of Plaintiffs to enter into the Dealership purchase, including the APA and related transactions, is such that all contracts agreed to as part of the Dealership purchase are void, unenforceable, and should be rescinded.
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96. Claremore Automall, Jim Glover, Kristen Glover, Jared Glover, and Steve Harrison acted with reckless disregard for the rights of Plaintiffs such that they should be subjected to an award of punitive damages in an amount to be determined at trial.
COUNT II
CIVIL CONSPIRACY
(AGAINST CLAREMORE AUTOMALL, JIM GLOVER,
KRISTEN GLOVER, JARED GLOVER, HOLLY ALLEN, AND STEVE HARRISON)

97. Plaintiffs hereby incorporate the allegations contained in the preceding paragraphs as if set forth herein.
98. Upon information and belief, Claremore Automall, Jim Glover, Kristen Glover, Jared Glover, Holly Allen, and Steve Harrison conspired with one another to fraudulently induce Plaintiffs to purchase the Dealership under false pretenses, and then sabotage and inflict harm upon Plaintiffs and the Dealership thereafter.
99. In furtherance of their conspiracy, these Defendants fraudulently induced Plaintiffs to purchase the Dealership, intentionally misrepresented the nature of the transactions constituting the Dealership purchase, breached individual GPAs, breached the Non-Competition Agreement, misappropriated trade secrets, produced deceptive advertisements, and harmed the Dealership's advertisements.
100. As a direct and proximate result of these Defendants' wrongful actions, Plaintiffs suffered, and continue to suffer, damages in an amount to be determined at trial.
101. Claremore Automall, Jim Glover, Kristen Glover, Jared Glover, Holly Allen, and Steve Harrison acted with reckless disregard for the rights of Plaintiffs such that they should be subjected to an award of punitive damages in an amount to be determined at trial.
102. Plaintiffs specifically plead for rescission of the Dealership purchase.


COUNT Ill
INTERFERENCE WITH CONTRACT/BUSINESS RELATIONS
{AGAINST ON THE RIVER, JIM GLOVER, KRISTEN GLOVER, JARED GLOVER, STEVE HARRISON, AND HOLLY ALLEN)

103. Plaintiffs hereby incorporate the allegations contained in the preceding paragraphs as if set forth herein.
104. Roundtree entered into a binding APA with Claremore Automall on May 9, 2017.

105. Roundtree assigned all of its rights and interests under the APA to Tulsa Con July 24, 2017.
106. The APA provided for the sale of all assets of the Dealership and for a license to use the name Jim Glover Chevrolet for a period of one (1) year from the date of closing, July 24, 2017.
107. Tulsa C also entered into a Transfer Agreement on July 24, 2017, which provided for the transfer of the trade name Jim Glover Chevrolet to Tulsa C for a period of one (1) year from the date of closing, July 24, 2017.
108. On the River, Jim Glover, Kristen Glover, Jared Glover, Steve Harrison, and Holly Allen knew or should have known about the APA and the Transfer Agreement.
109. On the River, Jim Glover, Kristen Glover, Jared Glover maliciously, wrongfully, and intentionally interfered with the APA and the Transfer Agreement by representing to the public that the Jim Glover Chevrolet name was no longer associated with the Dealership, including causing television commercials and advertisements to air, and participating in such commercials and advertisements, which indicated that the Jim Glover name was no longer associated with the Dealership and that Jim Glover Chevrolet had been relocated and renamed as Jim Glover on the River.



110. Jim Glover further maliciously, wrongfully, and intentionally interfered with the APA and the Transfer Agreement by telling media companies to charge the Dealership higher rates for advertisements and stating that he was going to "destroy" Route 66.
111. Harrison and Allen maliciously, wrongfully, and intentionally interfered with the APA and the Transfer Agreement by affirmatively attempting to disassociate the Dealership from the Jim Glover Chevrolet name by taking actions such as the following:
h. directing that all Jim Glover Chevrolet signage be removed from the Dealership;
1. failing to implement new signage displaying the Route 66 name for over four

(4) months;

J. ordering that all other references to Jim Glover be blacked out;

k. causing changes to the Dealership's web pricing permissions and diminishing the Dealership's Google priority;
I. preventing marketing opportunities that included the Jim Glover Chevrolet

name;

m. decreasing the advertising budget;

n. causing the quality of the Dealership's advertising to diminish;

o. causing commercials to run advertising that Jim Glover Chevrolet had "sold," was having a "clearance sale-a-thon," and suggesting that it was moving to On the River;
p. providing the content of confidential advertising campaigns to On the River,

Jim Glover, Kristen Glover, and/or Jared Glover; and

q. whiting out media rates upon Allen's departure.
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112. As a direct and proximate result of the interference of On the River, Jim Glover, Kristen Glover, Jared Glover, Harrison, and Allen, Plaintiffs have suffered, and continue to suffer, damages in an amount to be determined at trial.
113. On the River, Jim Glover, Kristen Glover, Jared Glover, Steve Harrison, and Holly

Allen acted with reckless disregard for the rights of Plaintiffs such that they should be subjected to an award of punitive damages in an amount to be determined at trial.
COUNT IV
CIVIL CONSPIRACY
(AGAINST ON THE RIVER, JIM GLOVER, KRISTEN GLOVER, JARED GLOVER, STEVE HARRISON, AND HOLLY ALLEN)

114. Plaintiffs hereby incorporate the allegations contained in the preceding paragraphs as if set forth herein.
115. Upon information and belief, On the River, Jim Glover, Kristen Glover, Jared Glover, Steve Harrison, and Holly Allen conspired with one another to promote to the public that the Jim Glover Chevrolet name was no longer associated with the Dealership, to promote to the public that Jim Glover Chevrolet had been relocated and renamed as On the River, and to sabotage and inflict harm upon Plaintiffs and the Dealership.
116. In furtherance of their conspiracy, these Defendants interfered with the APA, interfered with the Transfer Agreement, acted contrary to the benefit and interests of Plaintiffs and for the benefit of persons and businesses other than Plaintiffs while employed by Plaintiffs, misappropriated trade secrets, interfered with the Non-Competition Agreement, breached the Employment Agreement, produced and participated in deceptive advertisements, and harmed the Dealership's advertisements.
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117. As a direct and proximate result of these Defendants' wrongful actions, Plaintiffs have suffered, and continue to suffer, damages in an amount to be determined at trial.
118. On the River, Jim Glover, Kristen Glover, Jared Glover, Steve Harrison, and Holly

Allen acted with reckless disregard for the rights of Plaintiffs such that they should be subjected to an award of punitive damages in an amount to be determined at trial.
COUNTV
BREACH OF CONTRACT-NON-COMPETITION AGREEMENT (AGAINST JIM GLOVER AND CLAREMORE AUTOMALL)

119. Plaintiffs hereby incorporate the allegations contained in the preceding paragraphs as if set forth herein.
120. Jim Glover and Tulsa C entered into a binding Non-Competition Agreement on July 24, 2017.
121. The Non-Competition Agreement included a No Hiring provision that stated as follows:
During the first thirty-six (36) months commencing on the Closing Date ("No Hire Term"), without the express prior written consent of [Tulsa C], [Jim Glover] shall not: (a) hire any Dealership employee that had or has a business relationship with Dealership at any time during the period of time from February 1, 2017 through the No Hire Term (each, a "Restricted Party").

122. The Non-Competition Agreement further provided that Jim Glover shall pay as liquidated damages $50,000 for each Restricted Party hired by him, any of his affiliates, or any entity owned or controlled in whole or in part by Jim Glover.
123. The Non-Competition Agreement provided that upon a breach by Jim Glover, Tulsa C shall be entitled to seek an injunction to restrain and enjoin.

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124. The Non-Competition Agreement also provided that in any litigation in which Tulsa C prevails involving the Agreement, Jim Glover shall be responsible for all expenses and reasonable legal fees incurred by Tulsa C.
125. Jim Glover breached the Non-Competition Agreement by the hiring of such Restricted Parties to work for On the River, including the following known at this time:
Kristen Glover
Jared Glover
Steve Harrison
Sean Hightower
Holly Allen
Logan Jones
Vance K. Gaut
Ryan Kallam
Brad Sexton
Cass Filhiol
Dillon Tennison
Dillon Rice
Sean Hightower
Mario Carvajal
Travis Lahl
Chris Amore
Kyle Hopkins
Dolon Ward
Adrien Anderson
Jason Coe
126. As a result of Jim Glover's breaches, he is directly liable to Tulsa C for damages in an amount to be determined at trial, and for Tulsa C's expenses and legal fees incurred in bringing this action.
127. Tulsa C is further entitled to an injunction restraining and enjoining On the River and Jim Glover from continuing to employ the Restricted Parties.



COUNT VI
INTERFERENCE WITH CONTRACT-NON-COMPETITION AGREEMENT (AGAINST ON THE RIVER)

128. Plaintiffs hereby incorporate the allegations contained in the preceding paragraphs as if set forth herein.
129. Jim Glover and Tulsa C entered into a binding Non-Competition Agreement on July 24, 2017.
130. The Non-Competition Agreement included a No Hiring provision that stated as follows:
During the first thirty-six (36) months commencing on the Closing Date ("No Hire Term"), without the express prior written consent of [Tulsa C], [Jim Glover] shall not: (a) hire any Dealership employee that had or has a business relationship with Dealership at any time during the period of time from February 1, 2017 through the No Hire Term (each, a "Restricted Party").

131. On the River knew or should have known about the Non-Competition Agreement as its owner, president, and/or employee, Jim Glover, was a party to the Non-Competition Agreement.
132. On the River maliciously, wrongfully, and intentionally interfered with the contract by hiring former Dealership employees who had a business relationship with the Dealership on or following February 1, 2017, including the following known at this time:
Kristen Glover
Jared Glover
Steve Harrison
Sean Hightower
Holly Allen
Logan Jones
Vance K. Gaut
Ryan Kallam
Brad Sexton
Cass Filhiol

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Dillon Tennison
Dillon Rice
Sean Hightower
Mario Carvajal
Travis Lahl
Chris Amore
Kyle Hopkins
Dolon Ward
Adrien Anderson
Jason Coe

133. As a direct and proximate result of On the River's interference, Plaintiffs have suffered, and continue to suffer, damages in an amount to be determined at trial.
134. On the River acted with reckless disregard for the rights of Plaintiffs such that it should be subjected to an award of punitive damages in an amount to be determined at trial.
COUNT VII
BREACH OF CONTRACT - GOODWILL PURCHASE AGREEMENT (AGAINST JIM GLOVER)

135. Plaintiffs hereby incorporate the allegations contained in the preceding paragraphs as if set forth herein.
136. Roundtree and Jim Glover entered into a binding Goodwill Purchase Agreement on May 9, 2017.
137. On July 24, 2017, Jim Glover assigned his personal goodwill, as set forth in the Goodwill Purchase Agreement, to Tulsa C.
138. By way of the Goodwill Purchase Agreement, Plaintiffs purchased all of Jim Glover's personal goodwill in connection with Jim Glover Chevrolet's business, including his "close personal and ongoing business relationships and knowledge in connection with Jim Glover Chevrolet's business through the personal ability, personality, reputation, skill, and integrity of the
Seller, and other information relating thereto."

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139. Jim Glover breached the Goodwill Purchase Agreement by using his personal goodwill, business relationships, and knowledge of Jim Glover Chevrolet to harm Plaintiffs and to promote other dealerships, including On the River, at the expense of Plaintiffs.
140. Jim Glover further breached the Goodwill Purchase Agreement by taking affirmative actions to represent to the public that the Jim Glover name and Jim Glover Chevrolet were no longer associated with the Dealership, including causing television commercials to be aired, and participating in such commercials, which indicated that the Jim Glover name was no longer associated with the Dealership and that Jim Glover Chevrolet had been relocated and renamed as Jim Glover On the River, and causing the signs displaying his name to be removed from the Dealership.
141. As a direct and proximate result of Jim Glover's breach, Plaintiffs have suffered, and continue to suffer, damages in an amount to be determined at trial.
COUNT VIII
BREACH OF CONTRACT - GOODWILL PURCHASE AGREEMENT
{AGAINST KRISTEN GLOVER)

142. Plaintiffs hereby incorporate the allegations contained in the preceding paragraphs as if set forth herein.
143. Roundtree and Kristen Glover entered into a binding Goodwill Purchase Agreement on May 9, 2017.
144. On July 24, 2017, Kristen Glover assigned her personal goodwill, as set forth in the Goodwill Purchase Agreement, to Tulsa C.
145. By way of the Goodwill Purchase Agreement, Plaintiffs purchased all of Kristen

Glover's personal goodwill in connection with Jim Glover Chevrolet's business, including her

"close personal and ongoing business relationships and knowledge in connection with Jim Glover 27

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Chevrolet's business through the personal ability, personality, reputation, skill, and integrity of the Seller, and other information relating thereto."
146. Kristen Glover breached the Goodwill Purchase Agreement by using her personal goodwill, business relationships, and knowledge of Jim Glover Chevrolet to harm Plaintiffs and to promote other dealerships, including On the River, at the expense of Plaintiffs.
147. Kristen Glover further breached the Goodwill Purchase Agreement by taking affirmative actions to represent to the public that the Jim Glover name and Jim Glover Chevrolet were no longer associated with the Dealership, including causing television commercials to be aired, and participating in such commercials, which indicated that the Jim Glover name was no longer associated with the Dealership and that Jim Glover Chevrolet had been relocated and renamed as Jim Glover On the River.
148. As a direct and proximate result of Kristen Glover's breach, Plaintiffs have suffered, and continue to suffer, damages in an amount to be determined at trial.
COUNT IX
BREACH OF CONTRACT - GOODWILL PURCHASE AGREEMENT (AGAINST JARED GLOVER)

149. Plaintiffs hereby incorporate the allegations contained in the preceding paragraphs as if set forth herein.
150. Roundtree and Jared Glover entered into a binding Goodwill Purchase Agreement on May 9, 2017.
151. On July 24, 2017, Jared Glover assigned his personal goodwill, as set forth in the Goodwill Purchase Agreement, to Tulsa C.
152. By way of the Goodwill Purchase Agreement, Plaintiffs purchased all of Jared

Glover's personal goodwill in connection with Jim Glover Chevrolet's business, including his

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"close personal and ongoing business relationships and knowledge in connection with Jim Glover Chevrolet's business through the personal ability, personality, reputation, skill, and integrity of the Seller, and other information relating thereto."
153. Jared Glover breached the Goodwill Purchase Agreement by using his personal goodwill, business relationships, and knowledge of Jim Glover Chevrolet to harm Plaintiffs and to promote other dealerships, including On the River, at the expense of Plaintiffs.
154. Jared Glover further breached the Goodwill Purchase Agreement by taking affirmative actions to represent to the public that the Jim Glover name was no longer associated with the Dealership, including causing television commercials to be aired, and participating in such commercials, which indicated that the Jim Glover name was no longer associated with the Dealership and that Jim Glover Chevrolet had been relocated and renamed as Jim Glover On the River.
155. As a direct and proximate result of Jared Glover's breach, Plaintiffs have suffered, and continue to suffer, damages in an amount to be determined at trial.
COUNTX MISAPPROPRIATION OF TRADE SECRETS
(AGAINST JIM GLOVER)

156. Plaintiffs hereby incorporate the allegations contained in the preceding paragraph as if set forth herein.
157. As a result of the Dealership purchase, and the APA specifically, Plaintiffs were the owners of trade secrets in the form of customer data, including names, contact information, and buying history.
158. The trade secrets were confidential, valuable, and not readily ascertainable by

competitors.
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159. Following the Dealership purchase, Jim Glover accessed and misappropriated Plaintiffs' trade secrets.
160. Jim Glover used Plaintiffs' trade secrets to solicit business and to injure Plaintiffs.

161. As a direct and proximate result of Jim Glover's misappropriation of Plaintiffs' trade secrets, Plaintiffs have suffered, and continue to suffer, damages in an amount to be determined at trial.
COUNT XI
MISAPPROPRIATION OF TRADE SECRETS (AGAINST STEVE HARRISON)

162. Plaintiffs hereby incorporate the allegations contained in the preceding paragraph as if set forth herein.
163. As a result of the Dealership purchase, and the APA specifically, Plaintiffs were the owners of trade secrets in the form of customer data, including names, contact information, and buying history, and marketing data.
164. The trade secrets were confidential, valuable, and not readily ascertainable by competitors.
165. Following the Dealership purchase, Steve Harrison accessed and disclosed Plaintiffs' trade secrets to Jim Glover and/or On the River without the consent of Plaintiffs.
166. After the termination of his employment with Plaintiffs, Harrison began employment with Plaintiffs' competitor, On the River.
167. Both before and after the termination of his employment with Plaintiffs, Harrison used Plaintiffs' trade secrets for the benefit of other businesses and to injure Plaintiffs.
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168. As a direct and proximate result of Harrison's misappropriation and disclosure of Plaintiffs' trade secrets, Plaintiffs have suffered, and continue to suffer, damages in an amount to be determined at trial.
COUNT XII
BREACH OF CONTRACT - EMPLOYMENT AGREEMENT (AGAINST STEVE HARRISON)

169. Plaintiffs hereby incorporate the allegations contained in the preceding paragraph as if set forth herein.
170. Plaintiffs and Steve Harrison entered into a binding Employment Agreement on July 17, 2017.
171. The Employment Agreement contained a provision which prevented Harrison from using any "agreements, propriety information, trade secrets, confidential information, customer lists, mailing lists, goodwill, or other intangible property used or useful in connection with" the Dealership and/or Plaintiffs' business for purpose other than the exclusive benefit of the Dealership.
172. Harrison breached the Employment Agreement by using agreements, propriety information, trade secrets, confidential information, customer lists, mailing lists, goodwill, or other intangible property for the benefit of On the River, and at the expense of Plaintiffs.
173. As a direct and proximate result of Harrison's breach, Plaintiffs have suffered, and continue to suffer, damages in an amount to be determined at trial.
COUNT XIII
DECEPTIVE TRADE PRACTICES
(AGAINST ON THE RIVER, JIM GLOVER, KRISTEN GLOVER, AND JARED GLOVER)
174. Plaintiffs hereby incorporate the allegations contained in the preceding paragraphs as if set forth herein.
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175. Roundtree entered into a binding APA with Claremore Automall on May 9, 2017, which provided for a license to use the name Jim Glover Chevrolet for a period of one (1) year from the date of closing, July 24, 2017.
176. Roundtree assigned all of its rights and interests under the APA to Tulsa C on July

24, 2017.

177. Tulsa C also entered into a Transfer Agreement on July 24, 2017, which provided for the transfer of the trade name Jim Glover Chevrolet to Tulsa C for a period of one (1) year from the date of closing, July 24, 2017.
178. On the River is a competitor of the Dealership, and thereby Plaintiffs.

179. Jim Glover, Kristen Glover, and Jared Glover are employees, officers, and/or owners of On the River.
180. On the River, Jim Glover, Kristen Glover, and Jared Glover knowingly engaged in deceptive trade practices by way of advertisements on television, on its social media accounts, and on various other internet platforms which contained false representations as to On the River's affiliation, connection, and association with Jim Glover Chevrolet, and improperly used the Jim Glover name with the intent to mislead and deceive the public.
181. Such advertisements specifically represented to the public that the Jim Glover Chevrolet name was no longer affiliated with, connected to, or associated with the Dealership, and that Jim Glover Chevrolet had been relocated and renamed as Jim Glover on the River.
182. On the River, Jim Glover, Kristen Glover, and Jared Glover caused the production of, and participated in, such deceptive advertisements with the intent to harm Plaintiffs' Dealership.
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183. As a direct and proximate result of the deceptive trade practices of On the River, Jim Glover, Kristen Glover, and Jared Glover, Plaintiffs have suffered, and continue to suffer, damages in an amount to be determined at trial.
184. On the River, Jim Glover, Kristen Glover, and Jared Glover acted with reckless disregard for the rights of Plaintiffs such that they should be subjected to an award of punitive damages in an amount to be determined at trial.
COUNT XIV
CLAIM FORINDEMNITY UNDER THE AP A (AGAINST CLAREMORE AUTOMALL)

185. Plaintiffs hereby incorporate the allegations contained in the preceding paragraphs as if set forth herein.
186. Paragraph 14(b) of the APA provides that Claremore "shall indemnify, defend, and hold harmless" Roundtree from and against "all losses, claims, obligations, demands, assessments, penalties, fines, forfeitures, liabilities, costs, and other damages, including reasonable attorneys' fees and expenses, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from, asserted against or incurred by reason of, resulting in any manner from, or relating in any manner to, the matters described herein of any kind arising, directly or indirectly, from, asserted against or incurred by reason of, resulting in any manner from, or relating in any manner to (i) any breach of this Agreement by Seller; (ii) any and all Retained Liabilities; and (iii) any act or omission of Seller the Dealership or Seller's employees or agents on or prior to the Closing Date (e.g., the Dealership's operations up to and including the Closing Date)."
187. The conduct and allegations described herein by Claremore, other Defendants, and
third parties, entitle Roundtree to indemnity from Claremore under this section. All conditions precedent have been performed or have been waived.

Outcome: WHEREFORE, Plaintiffs pray for judgment against the Defendants, Claremore Automall, On the River, Jim Glover, Kristen Glover, Jared Glover, Steve Harrison, and Holly Allen, individually and collectively, for damages in an amount in excess of $75,000.00, for punitive damages, for an injunction enjoining Jim Glover and On the River from continuing to employ Restricted Parties, for rescission, for indemnity, for attorney fees, expenses, costs, and interest, and for all other relief to which they may be entitled by law and equity.

Plaintiff's Experts:

Defendant's Experts:

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