IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA (Alexandria Division) __________________________________________ ) LewisWilson Automotive

LLC ) 1930 Issac Newton Square, Suite 250 ) Reston, Virginia 20190 ) ) Plaintiff, ) ) v. ) ) Jeffrey Blutarsky ) 7778 Skylineview ) Concord, Ohio 44060 ) ) and ) ) Product Base LLC ) Civil Action No. 7778 Skylineview ) Concord, Ohio 44060 ) ) and ) ) Product View ) 7778 Skylineview ) Concord, Ohio 44060 ) ) and ) ) Magna Intier Automotive Interiors ) Of America, Inc. ) a/k/a Intier Automotive Seating ) Of America, Inc. ) 39600 Lewis Drive ) Suite 3000 ) Novi MI 48377 ) ) and ) ) Jeff Soncrant ) 424 West Oakridge Street ) Ferndale, Michigan 40220 ) ) and )

) John Laslavic 30 Delia Place Woodbridge Ontario, L4L-8P6 ) ) ) ) and ) ) ProductBase, Incorporated ) 30 Delia Place ) Woodbridge Ontario, L4L-8P6 ) ) and ) ) 1469752, Ontario Limited ) 30 Delia Place ) Woodbridge Ontario, L4L-8P6 ) ) and ) ) Thai Nam ) 2256 Serra Drive ) Sterling Heights, Michigan 48310 ) ) Defendants. ) __________________________________________) COMPLAINT Plaintiff, LewisWilson Automotive LLC ("LewisWilson"), files this Complaint against Jeffrey Blutarsky ("Blutarsky"), Product Base LLC ("Product Base"), Product View LLC ("Product View"), Magna Intier Automotive Interiors of America, Inc, ("Magna"), Jeff Soncrant (Soncrant), John Laslavic (Laslavic), 1469752, Ontario Limited (Ontario Limited), ProductBase, Incorporated, and Thai Nam ("Nam") (collectively, "Defendants"), seeking relief for various breaches of contract and for various tortious injuries inflicted by Defendants against LewisWilson.

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THE PARTIES 1. Plaintiff LewisWilson is a Maryland corporation with its principal place of

business located at 1930 Isaac Newton Square, Suite 250, Reston, Virginia 20190. 2. Ohio 44060. 3. Upon information and belief, Product Base is a limited liability company Defendant Blutarsky is an individual residing at 7778 Skylineview, Concord,

formed under the laws of Ohio with its principal place of business located at 7778 Skylineview, Concord, Ohio 44060. 4. Upon information and belief, Product View is a trading name used by either

Product Base LLC and or Blutarsky operating in Ohio for the purpose of conducting consulting business. It has no registry in Ohio, but appears to conduct business from 7778 Skylineview, Concord, Ohio 44060. 5. Defendant Magna is a Delaware corporation with its principal place of business

located at 39600 Lewis Drive, Suite 3000 Novi, Michigan 48377. 6. Defendant, Jeff Soncrant, is an individual employed by Magna, whose title is

PLM systems director. Soncrant resides at 424 West Oakridge Street, Ferndale Michigan, 40220. 7. Defendant, John Laslavic, is a consultant and former employee of a

LewisWilson affiliated company, LewisWilson Business Consulting Canada Corp., Nova Scotia, and unlimited liability company. He lives at 30 Delia Place, Woodbridge Ontario, L4L-8P6. 8. Defendant, ProductBase, Incorporated, upon information and belief, is a

Canadian Corporation with its principal place of business in Canada.

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9.

Defendant, 1469752 Ontario Limited, is a Canadian company, with its principal

place of business in Canada. 10. Ohio 48310. JURISDICTION AND VENUE 11. 12. This Court has subject matter jurisdiction pursuant to 28 U.S.C. 1332. Venue is proper in this Court pursuant to 28 U.S.C. 1391(a). FACTS 13. LewisWilson is in the business of providing consulting services on business, Defendant Nam is an individual residing at 2256 Sierra Drive, Sterling Heights,

engineering and product life cycle systems and processes, primarily to tier one and other automotive suppliers. 14. Blutarsky was an employee of LewisWilson, working under an employment

agreement. See Blutarsky Employment Agreement, attached hereto as Exhibit A. 15. Blutarsky began his employment with LewisWilson on December 2, 2002. On

or about June 6, 2004, Blutarsky, per the terms of his employment agreement, purchased stock in LewisWilson giving him a 5% ownership of LewisWilson. 16. Blutarsky was the program manager working for LewisWilson at Magna.

Blutarsky began working at Magna as the program manager on purchase order # 056788, (the Magna PO), on December 6, 2004. 17. Magna is a tier one auto supplier, providing goods and services to the major

auto manufacturing companies worldwide. On January 17, 2005, Magna signed the Magna PO for consulting services with LewisWilson. The work had already begun in December of 2004. The Magna PO was a fixed price contract, with a value of $952,795. LewisWilson was to

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provide services to include support of project management, PDM (project development management) project support, CAD (computer aided design) support, management and development of business processes and data design, Teamcenter engineering, and managing organizational change and management activity. 18. Soncrant was the program manager working for Magna on the Magna PO with

LewisWilson. Soncrant had the authority to administer the Magna PO on behalf of Magna, including the authority to terminate or change the Magna PO scope, and to find and procure, as needed, additional work related to the Magna PO. Blutarsky, With The Aid Of Others, Usurps LewisWilsons Business 19. Product Base is a company formed, controlled, and operated by Blutarsky.

Product Base was formed in June, 2005, while Blutarsky was an employee of LewisWilson. See State of Ohio Certificate, attached as Exhibit B. 20. Blutarsky has a contractual obligation to reveal any ownership interest in any

company in which his ownership interest exceeds 5%. See Blutarsky Employment Agreement, Exhibit A, 7(a). 21. 22. Blutarsky did not reveal this ownership interest to LewisWilson. Upon information and belief, Product View is a company associated with

Product Base, or it is the trading name for Product Base. 23. Blutarsky, upon information and belief, has been conducting business under the

name of Product View since April, 2005, while working for LewisWilson. This activity was strictly forbidden by Blutarskys employment contract. See Blutarsky Employment Agreement, Exhibit A, 7(a). 24. Laslavic is a former employee to LewisWilson Business Consulting Canada.

Laslavic developed with LewisWilson Business Consulting Canada a related LewisWilson -5-

entity certain software solutions adaptable to automotive suppliers for use in managing business processes. This product, whose development was funded in part by LewisWilsonrelated companies, is a software called, Product Base or alternatively the Prometheus Software. 25. Upon information and belief, Laslavic markets Product Base or the Prometheus

software through ProductBase, Incorporated and/or Ontario Limited. This software is custom, and thus is not available from anyone other than Laslavic. Upon information and belief, no other person or entity, other than Laslavic or his shell companies owns or possesses the software. 26. On or about January, 2005, LewisWilson entered negotiations with Blutarsky to

assume greater responsibility for LewisWilson and to secure his position on the Magna PO, LewisWilsons largest contract. In conjunction with these negotiations, Blutarsky was offered additional salary and additional ownership in the Company. He received a monthly raise of 2083.33, moving his salary from $150,000 to $175,000 annually. Blutarsky also was granted an additional 5% of LewisWilson stock, bringing his ownership share to 10% of the Company. Blutarsky was made these additional offers to secure his employment with the company in light of his necessary skills in managing the Magna PO. All aspects of his original employment agreement remained unchanged. 27. In or about March of 2005, upon information and belief, Blutarsky, together

with Soncrant and others at Magna, conspired to help Blutarsky obtain a lucrative consulting agreement with Magna (the Product View PO), which agreement was separate from the Magna PO. 28. The Product View PO included work related to the Magna PO work of the

type specifically done by LewisWilson. Additionally, the Product View PO, upon information

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and belief, included some work with the Product Base or Prometheus Software. The software solution used in the Product View PO could only have been available for implementation by Blutarsky and his shell entities through an association with John Laslavic and/or his shell entities, the exclusive owners and developer of the. 29. Blutarsky never mentioned this additional work to LewisWilson. Instead, he

kept the work for himself and his company, Product Base. Upon information and belief, Blutarsky, or Blutarsky on behalf of Product Base, entered into an agreement with Laslavic or one of his shell companies, Ontario Limited or ProductBase, Incorporated, to obtain the Product Base Software necessary to win the Product View PO. Laslavic knew, as did his shell companies through him, that this work was a LewisWilson opportunity, and that Blutarsky would be in violation of his fiduciary duties as an owner, as an owner of LewisWilson, as well as his contractual duties by usurping the Product View PO to another entity. 30. On or about April, 2005, Soncrant sent the Product View PO to Blutarsky in the

name of Product View. The PO was for additional work valued at $359,000.00. 31. Upon information and belief, Blutarsky used confidential business information

and business bidding information from LewisWilson, together with the confidential information of a LewisWilson competitor, provided by sources inside Magna, to obtain the Product View PO for himself and/or his companies, Product Base and Product View. 32. The work Blutarsky, Product Base and Product View were to provide Magna

was work that directly competes with LewisWilson in violation of Blutarskys employment agreement and fiduciary duties to the company. The Product View PO was work of the type done by LewisWilson, for which Blutarsky was paid to procure and bring to LewisWilson. The

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Product View PO was work that, but for LewisWilson placing Blutarsky at the Magna jobsite, Blutarsky could not have otherwise known about. 33. Upon information and belief, Blutarsky obtained the Product Base software

from John Laslavic, ProductBase Incorporated, and/or Ontario Limited, for the purpose of taking the opportunity for themselves at the expense of LewisWilson. 34. Upon information and belief, Blutarsky provided and/or is providing the

services contracted for by him on behalf of Product Base and Product View, while purportedly working on, and billing the LewisWilson work on the and Magna PO. Thus, upon information and belief, Blutarsky was working and billing the Product View PO while he was being paid annually $175,000 to work for LewisWilson on the Magna PO and to develop additional work for LewisWilson. 35. Upon information and belief, Blutarsky poisoned the relationship LewisWilson

had with Magna by spreading misinformation about the stability of LewisWilson and did so for the purpose of attempting to have Magna terminate its contract with LewisWilson. 36. Upon information and belief, Blutarsky conspired with the entity or entities

Product View and Product Base to improperly interfere with LewisWilsons business expectancy by divulging confidential LewisWilson information for the purpose of obtaining the Product View PO for himself and his shell entities, Product View and Product Base. 37. Upon information and belief, Blutarsky conspired with Laslavic and

ProductBase, Incorporated to improperly interfere with LewisWilsons business expectancy by usurping for himself, Laslavic, and ProductBase Incorporated, a business opportunity and expectancy of LewisWilson to provide consultant support for the Product Base PO to Magna.

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38.

Upon information and belief, Soncrant and conspired with Blutarsky to advance

his own position in the company, to help and assist a friend financially, and/or for personal financial gain. Soncrant conspired with Blutarsky with full knowledge of his contractual noncompete obligations. 39. 40. On or about September 16, 2005, Blutarsky resigned from LewisWilson. On or September 16, 2005, Blutarsky filed a lawsuit in Ohio state court seeking

a declaration that he did not have to comply with the non-compete and non-solicitation terms of his employment agreement the very terms he had broken repeatedly before filing his action. 41. Upon information and belief, Blutarsky filed that action in an effort to break

free of his employment obligations so that he could resume working on the Magna PO for himself and his companies Product Base and Product View. In addition, Blutarsky refused to inform his colleagues and co-owners of LewisWilson as to where it was he would be working after terminating his employment with LewisWilson. 42. On or about September, 2005, Magna, through Soncrant, informed LewisWilson

that it would re-scope the Magna PO with LewisWilson to seek project management outside of LewisWilson. Upon information and belief, Soncrant and Magna intend to hire Blutarsky or one of his shell entities to provide the project management improperly taken from LewisWilson. Given the work to be done on the project, and the potential loss of Blutarskys experience and intellectual property in nine months on the project, Magna would have to pay significantly more money to hire anyone other than Blutarsky to complete the project and project management. 43. Upon information and belief, Soncrant, Magna, and Blutarsky conspired to

terminate the Magna PO under false pretenses, for the purpose of giving the work at a discount to

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Magna and at a profit to Blutarsky. This conspiracy enabled Blutarsky to seize a corporate opportunity from LewisWilson. 44. Upon information and belief, Soncrant, Magna, Product View and Product Base

knew that Blutarsky was contractually bound not to compete with LewisWilson for a period of one year after his departure, and therefore conspired to terminate LewisWilson under false pretenses in order to re-assign the work to Blutarsky. 45. Blutarsky, with the knowledge and support of Soncrant and Magna, conspired to

allege, falsely, that LewisWilson had violated or breached Blutarsky employment agreement. Blutarsky filed his lawsuit in state court in Ohio on the same day he gave notice as part of a plan to expedite severing the LewisWilson relationship and contract to allow the Magna PO to pick back-up with Blutarsky as the manager. In that lawsuit, Blutarsky falsely alleges that he has no ownership in LewisWilson, even though he was provided a K-1 statement demonstrating his ownership interest in the Company, on the same day all other owners received their 2004 K-1 statements. Blutarsky and Laslavics Computer Tampering and Misuse of LewisWilson Intellectual Property 46. In or about September of 2005, LewisWilson informed Blutarsky that he must

return the original computer hardware, with all information in its unadulterated form. 47. Shortly thereafter, Blutarsky returned his computer with the original hard-drive.

Forensic analysis of the hard-drive, performed by leading experts in computer forensics used by the FBI, showed that all information had been wiped from the hard-drive, and that on a few days in September, Blutarsky, or someone at his direction, selectively reinstalled onto the hard-drive certain, selected files and information. Because all activity on the hard-drive took place in that time, the expert concluded that the data was staged -- concluding that the Blutarsky computer - 10 -

contained data placed on the hard-drive to give the appearance that the reinstalled data was the only data ever on the hard-drive. 48. Computer experts also examined the Laslavic computer that had been returned

to LewisWilson at the end of the Laslavic consulting contract, which terminated in June 2005. Laslavics hard-drive to his computer was damaged, and computer forensic analysis indicated that the damage was done deliberately, in an attempt to prevent data recovery from the harddrive. 49. Upon information and belief, both Laslavics and Blutarskys hard-drives

contained, at one time, correspondence and intellectual property demonstrating their conspiracy to usurp LewisWilson corporate opportunities, and to steal LewisWilson business. 50. Upon information and belief, Blutarsky remains in the possession of

LewisWilson confidential and proprietary information which he has shared with third-parties, including Product View, Product Base, ProductBase Inc., and John Laslavic. 51. Upon information and belief, Blutarsky is continuing to use this confidential

and proprietary information to harm the business of LewisWilson. 52. Upon information and belief, Laslavic remains in the possession of

LewisWilson confidential and proprietary information which he has shared with third-parties, including Product View, Product Base, ProductBase Inc., Ontario Limited, and Blutarsky. 53. Upon information and belief, Laslavic is continuing to use this confidential and

proprietary information to harm the business of LewisWilson. Thai Nams Breach of his Non-Compete 54. Nam is a consultant who was hired by LewisWilson on June 16, 2004. Nam

worked on projects for LewisWilson at Magna, as well as one other tier one auto supplier.

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55.

Nam was terminated on April 30, 2005, when LewisWilson no longer had

sufficient work to sustain his employment. This termination, as it turns out, happened while Blutarsky, Laslavic, Magna, Soncrant, Product View, Product Base, Ontario Limited, and ProductBase Incorporated were engaged in conspiring to provide the Product View PO for work to Blutarsky, taking a significant corporate opportunity from LewisWilson. 56. Upon information and belief, on or about June, 2005, Nam began working with

and for John Laslavic and one of his shell entities. 57. Nams employment agreement prevented him from competing, within one year

of his termination, with LewisWilson. See Nam Employment Agreement, attached hereto as Exhibit C. Upon information and belief, Nam was recruited directly by John Laslavic to work on a contract for a former LewisWilson client, doing exactly the type of work performed by LewisWilson in contravention of his non compete. Laslavics Breach of Non-Solicitation 58. On September 1, 2003, Laslavic signed an Employment Agreement with a

LewisWilson affiliate, LewisWilson Business Consulting, Canada. (LWBCC). That Agreement provided, among other things, that Laslavic could not solicit, for a period one (1) year after the termination of his employment any former employee or employees of the Company or its affiliates whose employment has been terminated for less than one year. See Laslavic Employment Agreement, attached hereto as Exhibit D, 7. 59. Laslavic, on behalf of himself, and his shell entities, has solicited Nam to work

for either Laslavic, ProductBase Inc., or Ontario Unlimited. Nam is engaged in work in direct competition with LewisWilson, in violation of his own employment agreement.

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60.

Laslavic left LewisWilson as an employee on October 1, 2004. His non-

compete and non-solicitation obligations under his employment agreement continued until October 1, 2005. 61. Laslavic solicited Nam, upon information and belief, in June of 2005, in

violation of Laslavics non-solicitation agreement. Count One (Breach of Contract Non-Competition) (Blutarsky) 62. LewisWilson incorporates by reference as though fully set forth herein the

allegations of paragraphs 1 through 62 of this Complaint. 63. Under the terms of his Employment Agreement, Blutarsky had an obligation not

to compete with LewisWilson. 64. Through the actions alleged in this Complaint, Blutarsky has breached that

obligation by competing directly with LewisWilson on behalf of himself, Product View and Product Base. 65. As a direct and proximate result of that breach, LewisWilson has suffered

damages in an amount to be proven at trial, but believed to be in excess of $750,000, plus costs, reasonable attorneys fees and interest thereon. Count Two (Breach of Contract Non-Solicitation of Clients/Investors) (Blutarsky) 66. LewisWilson incorporates by reference as though fully set forth herein the

allegations of paragraphs 1 through 65 of this Complaint. 67. Under the terms of his Employment Agreement, Blutarsky had an obligation not

to solicit any client of the LewisWilson.

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68.

Through the actions alleged in this Complaint, Blutarsky has breached that

obligation by soliciting Magna on behalf of himself, Product View, Product Base, ProductBase Inc., and Laslavic. 69. As a direct and proximate result of that breach, LewisWilson has suffered

damages in an amount to be proven at trial, but believed to be in excess of $430,000, plus costs, reasonable attorneys fees and interest thereon. Count Three (Breach of Contract Non-Solicitation of Employees) (Blutarsky) 70. LewisWilson incorporates by reference as though fully set forth herein the

allegations of paragraphs 1 through 69 of this Complaint. 71. Under the terms of his Employment Agreement, Blutarsky had an obligation not

to recruit, solicit, induce or attempt to induce any employee or former employee of LewisWilson to compete against it. 72. Through the actions alleged in this Complaint, Blutarsky has breached that

obligation by soliciting Laslavic, to aid and assist him in competing against LewisWilson. 73. As a direct and proximate result of that breach, LewisWilson has suffered

damages in an amount to be proven at trial, but believed to be in excess of $430,000, plus costs, reasonable attorneys fees and interest thereon. Count Four (Breach of Contract Protection of Confidential Information) (Blutarsky) 74. LewisWilson incorporates by reference as though fully set forth herein the

allegations of paragraphs 1 through 73 of this Complaint.

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75.

Under the terms of his Employment Agreement, Blutarsky had an obligation to

protect all confidential information of LewisWilson. 76. Through the actions alleged in this Complaint, Blutarsky has breached that

obligation by using the confidential information for the purpose of procuring business opportunities for himself and his conspirators. Upon information and belief, that confidential information was used to obtain a contract the Product View PO -- to provide, among other things, the Product Base software to Magna. The confidential information of LewisWilson was shared by Blutarsky for the use and benefit of himself, as well as Laslavic, Product Base, Product View, Ontario Limited, and ProductBase Inc. In addition, that confidential information is still in the possession of Blutarsky, who has attempted to convert the information and hide his complicity in keeping and distributing such confidential information to third parties through his conduct of wiping and staging the LewisWilson computer hard-drive her returned. 77. As a direct and proximate result of that breach, LewisWilson has suffered

damages in an amount to be proven at trial, but believed to be in excess of $750,000, plus costs, reasonable attorneys fees and interest thereon. Count Five (Breach of Contract Intellectual Property) (Blutarsky) 78. LewisWilson incorporates by reference as though fully set forth herein the

allegations of paragraphs 1 through 77 of this Complaint. 79. Under the terms of his Employment Agreement, Blutarsky had an obligation to

disclose all ideas, concepts, inventions, product ideas, new products, discoveries, methods, software, business plans and business opportunities developed by him during working time

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through the use of company resources, which relate direct or indirectly to LewisWilsons consulting business or the business of any of its affiliates. 80. Through the actions alleged in this Complaint, Blutarsky has breached that

obligation by using the proprietary information for the purpose of procuring business opportunities for himself and his conspirators. Upon information and belief, that proprietary information was used to obtain a contract the Product View PO - to provide, among other things, the Product Base software to Magna. The intellectual property of LewisWilson used in the bidding, and other information still in the possession of Blutarsky was used for the benefit of Laslavic, Product Base, Product View, and ProductBase Inc., as well providing Laslavic and his shell entities with an opportunity to do business with Magna, related to the lucrative Magna PO. In addition, that confidential information and intellectual property of LewisWilson is still in the possession of Blutarsky, who has attempted to convert the information and hide his complicity in keeping and distributing such confidential information to third parties through his conduct of wiping and staging the LewisWilson computer hard-drive her returned. 81. As a direct and proximate result of that breach, LewisWilson has suffered

damages in an amount to be proven at trial, but believed to be in excess of $750,000, plus costs, reasonable attorneys fees and interest thereon. Count Six (Breach of Duty of Good Faith) (Blutarsky) 82. LewisWilson incorporates by reference as though fully set forth herein the

allegations of paragraphs 1 through 81 of this Complaint. 83. As stated above, on October 6, 2003, Blutarsky entered into a valid

Employment Agreement with LewisWilson.

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84.

Implied in every contract in Commonwealth of Virginia is a covenant of good

faith and fair dealing. 85. Through the actions alleged in this Complaint, Blutarsky has breached that

covenant by willfully and intentionally expropriating LewisWilson corporate opportunities for himself, his companies, and upon information and belief, other third parties. 86. As a direct and proximate result of that breach, LewisWilson has suffered

damages in an amount to be proven at trial, but believed to be in excess of $750,000, plus costs, reasonable attorneys fees and interest thereon. Count Seven (Breach of Fiduciary Duty) (Blutarsky) 87. LewisWilson incorporates by reference as though fully set forth herein the

allegations of paragraphs 1 through 86 of this Complaint. 88. As an Executive with a membership interest in LewisWilson, Blutarsky had a

fiduciary obligation to the Company and its other executives and members. 89. Through the actions alleged in this Complaint, Blutarsky has knowingly,

willfully, intentionally, and maliciously breached that fiduciary duty. As outlined in the complaint, Blutarsky formed at least one other company without disclosing that information as required. He used confidential information of the company, and inside information of a competitor to procure a business opportunity the Product View PO -- on behalf of himself and others, without even disclosing the business opportunity to LewisWilson and its members. 90. Blutarsky had a special position of trust, holding exclusive information about

business opportunities to himself, and then using that information for his own self-dealing, to the detriment of the other members of LewisWilson.

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91.

Blutarsky continued to obtain business from Magna for himself while accepting

a salary of 14,583.33 per month. Blutarsky not only usurped the opportunity for himself, but he surreptitiously formed a competing company or companies for the purpose of stealing corporate opportunities. Additionally, Blutarsky misrepresented the stability and management of LewisWilson for the purpose breaking the Magna contract in the hope of gaining that opportunity for himself. 92. Blutarsky also collaborated with Laslavic, who he knew had developed product

base software on LewisWilsons money, for the purpose of taking business from LewisWilson in the implementation of product base software, which Blutarsky knew, LewisWilson had the exclusive right to provide consulting resource for any such contracts. Blutarsky knew that Laslavic had and still has a non-compete with LewisWilson, and that Defendant Nam also has such a non-compete. Nevertheless, Blutarsky collaborated with those individuals to break their non-compete for the purpose of competing against and taking business from LewisWilson. 93. As a direct and proximate result of that breach, LewisWilson has suffered

damages in an amount to be proven at trial, but believed to be in excess of $750,000, plus costs, reasonable attorneys fees and interest thereon. 94. In addition to these amounts, LewisWilson asks for punitive damages in the

amount of $1,000,000. Count Eight (Aiding and Abetting a Breach of Fiduciary Duty) (All Defendants Except Blutarsky) 95. LewisWilson incorporates by reference as though fully set forth herein the

allegations of paragraphs 1 through 94 of this Complaint.

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96.

As an Executive with a membership interest in LewisWilson, Blutarsky had a

fiduciary obligation to the Company and its other executives and members. 97. Through the actions alleged in this Complaint, Blutarsky has knowingly,

willfully, intentionally and maliciously breached that fiduciary duty. 98. Defendants Product Base, Product View, Magna, Soncrant, Laslavic,

ProductBase Incorporated, Ontario Limited, and Nam knew of Blutarskys fiduciary duty to the LewisWilson and, in spite of this knowledge, these Defendants knowingly, willfully, intentionally, and maliciously participated in Blutarskys scheme, supplying substantial assistance in furtherance of his breach of fiduciary duty. 99. As a direct and proximate result of that breach and the Defendants Product

Bases, Product Views, Magnas, Soncrants, Laslavics, ProductBase Incorporateds, Ontario Limiteds, and Nams aiding and abetting thereof, LewisWilson has suffered damages in an amount to be proven at trial, but believed to be in excess of $1,000,000, plus costs, reasonable attorneys fees and interest thereon. 100. In addition to these amounts, LewisWilson asks for punitive damages in the

amount of $1,000,000. Count Nine (Tortious Interference With Contract) (All Defendants Except Blutarsky) 101. LewisWilson incorporates by reference as though fully set forth herein the

allegations of paragraphs 1 through 100 of this Complaint. 102. As stated above, on October 6, 2003, Blutarsky entered into a valid

Employment Agreement with LewisWilson. Defendants Product Base, Product View, Magna,

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Soncrant, Laslavic, ProductBase Incorporated, Ontario Limited, and Nam knew of this Employment Agreement, and Penkowkis obligations of non-competition and non-solicitation. 103. Despite this knowledge, Defendants Product Base, Product View, Magna,

Soncrant, Laslavic, ProductBase Incorporated, Ontario Limited, and Nam knowingly, willfully, intentionally and maliciously interfered with this Employment Agreement, utilizing improper methods in the process thereof. Specifically, Defendants Product Base, Product View, Magna, Soncrant, Laslavic, ProductBase Incorporated, Ontario Limited, and Nam conspired with Blutarsky to break his non-competition agreement by helping and encouraging him to take business opportunities from LewisWilson. Soncrant and Magna, though its agents, conspired to provide inside bidding information to Blutarsky for the purpose of helping Blutarsky, Product Base, Product View, ProductBase Incorporated, and Laslavic profit through awarding a low bid contract to Product View and Product Base. Magna, its agents, and Soncrant agreed to this arrangement to provide confidential bidding information as well, to lower costs a direct benefit to Magna. 104. As a direct and proximate result of this tortious interference, LewisWilson has

suffered damages in an amount to be proven at trial, but believed to be in excess of $359,000., plus costs, reasonable attorneys fees and interest thereon. 105. In addition to these amounts, LewisWilson asks for punitive damages in the

amount of $1,000,000. Count Ten (Tortious Interference With Prospective Business Relations) (All Defendants Except Magna) 106. LewisWilson incorporates by reference as though fully set forth herein the

allegations of paragraphs 1 through 105 of this Complaint.

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107. with Magna. 108.

As described above, LewisWilson has had a good and longstanding relationship

LewisWilson was providing consulting and project management on a critical

business process development contract, the result of that contract and the natural process of related work gave LewisWilson had a reasonable expectation of further business with Magna, particularly as it related to the Magna PO and work provided thereon. 109. By their actions, and as alleged and incorporated herein, Defendants Blutarsky,

Product Base, Product View, Soncrant, Laslavic, ProductBase Incorporated, Ontario Limited, and Nam knowingly, willfully, intentionally and maliciously interfered with this relationship, utilizing improper means in the process. 110. But for the interference by these Defendants, LewisWilson would have received

more business from Magna, including, but not limited to, the Product View PO directed to Blutarsky and Product View and Product Base. 111. As a direct and proximate result of this interference, LewisWilson has suffered

damages in an amount to be proven at trial, but believed to be in excess of $359,000, plus costs, reasonable attorneys fees and interest thereon. 112. In addition to these amounts, LewisWilson asks for punitive damages in the

amount of $1,000,000. Count Eleven (Business Conspiracy Va. Code 18.2-500) (All Defendants) 113. LewisWilson incorporates by reference as though fully set forth herein the

allegations of paragraphs 1 through 112 of this Complaint.

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114.

Through the actions described in this Complaint Defendants Blutarsky, Product

Base, Product View, Magna, Soncrant, Laslavic, ProductBase Incorporated, Ontario Limited, and Nam knowingly, intentionally, maliciously and without lawful justification conspired to injure the business of LewisWilson. All Defendants knew that Blutarsky was a critical employee and part owner of LewisWilson. They knew he had a fiduciary duty, as well as contractual obligations not to compete with LewisWilson while working for LewisWilson, and for a period of time after his employment. Nevertheless, they conspired with him take a business opportunity, to form other entities he was contractually prohibited from forming, and to provide confidential business information to him, and receive the same from him, for the purpose of obtaining work that should have been a LewisWilson opportunity work that Blutarsky the Defendants knew Blutarsky could not take for himself or on behalf of third parties. Specifically, Defendants knew that the Product View PO was work Blutarsky was obligated to bring and try to obtain for LewisWilson. 115. Upon information and belief, Defendants Product Base, Product View, Magna,

Soncrant, Laslavic, ProductBase Incorporated, Ontario Limited, and Nam conspired with Blutarsky to provide Blutarsky to provide resources and the Product Base software, for the purpose of obtaining the Product View PO at the expense of that business opportunity of LewisWilson. 116. As a direct and proximate result of the actions of these Defendants,

LewisWilson has suffered damages in an amount to be proven at trial, but believed to be in excess of $750,000. Such damages are to be trebled and must also include reasonable attorneys fees.

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Count Twelve (Common Law Conspiracy) (All Defendants) 117. LewisWilson incorporates by reference as though fully set forth herein the

allegations of paragraphs 1 through 116 of this Complaint. 118. Through the actions described in this Complaint Defendants Blutarsky, Magna,

Product Base, Product View, Soncrant, Ontario Limited, ProductBase, Incorporated, Laslavic, and Nam knowingly, intentionally, maliciously and without lawful justification conspired to injure the business of LewisWilson. All Defendants knew that Blutarsky was a critical employee and part owner of LewisWilson. They knew he had a fiduciary duty, as well as contractual obligations not to compete with LewisWilson while working for LewisWilson, and for a period of time after his employment. Nevertheless, they conspired with him take a business opportunity, to form other entities he was contractually prohibited from forming, and to provide confidential business information to him, and receive the same from him, for the purpose of obtaining work that should have been a LewisWilson opportunity work that Blutarsky the Defendants knew Blutarsky could not take for himself or on behalf of third parties. Specifically, Defendants knew that the Product View PO was work Blutarsky was obligated to bring and try to obtain for LewisWilson. 119. Upon information and belief, Defendants Product Base, Product View, Magna,

Soncrant, Laslavic, ProductBase Incorporated, Ontario Limited, and Nam conspired with Blutarsky to provide Blutarsky to provide resources and the Product Base software, for the purpose of obtaining the Product View PO at the expense of that business opportunity of LewisWilson.

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120.

As a direct and proximate result of the actions of these Defendants,

LewisWilson has suffered damages in an amount to be proven at trial, but believed to be in excess of $750,000. Count Thirteen (Breach of Contract Non-Competition) (Nam) 121. LewisWilson incorporates by reference as though fully set forth herein the

allegations of paragraphs 1 through 120 of this Complaint. 122. Under the terms of his Employment Agreement, Nam had an obligation not to

compete with LewisWilson. 123. Through the actions alleged in this Complaint, Nam has breached that

obligation by competing directly with LewisWilson on behalf of himself, Product View and/or Product Base. 124. As a direct and proximate result of that breach, LewisWilson has suffered

damages in an amount to be proven at trial, but believed to be in excess of $430,000, plus costs, reasonable attorneys fees and interest thereon. Count Fourteen (Breach of Contract Non-Solicitation of Employees) (Laslavic) 125. LewisWilson incorporates by reference as though fully set forth herein the

allegations of paragraphs 1 through 124 of this Complaint. 126. Under the terms of his Employment Agreement, Laslavic had an obligation not

to recruit, solicit, induce or attempt to induce any employee or former employee of LewisWilson to compete against it.

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127.

Through the actions alleged in this Complaint, Laslavic has breached that

obligation by soliciting Nam to aid and assist him in competing against LewisWilson. 128. As a direct and proximate result of that breach, LewisWilson has suffered

damages in an amount to be proven at trial, but believed to be in excess of $430,000, plus costs, reasonable attorneys fees and interest thereon. WHEREFORE, LewisWilson respectfully requests that this Court grant judgment against Defendants Blutarsky, Magna, Product Base, Product View, Soncrant, Ontario Limited, ProductBase, Incorporated, Laslavic, and Nam and award LewisWilson damages in an amount to be proven at trial, but which LewisWilson estimates to be in excess of $2,000,000, and award LewisWilson its costs and attorneys fees incurred herein, along with interest accrued thereon, and such other and further relief as the Court deems just and proper. JURY TRIAL LewisWilson hereby requests a jury trial for this matter. Respectfully submitted, LEWISWILSON AUTOMOTIVE LLC By Counsel REED SMITH LLP

By ___________________________________ Richard K. Kelsey (VSB #44232) Richard D. Kelley (VSB #44228) Brian C. Athey (VSB #66515) 3110 Fairview Park Drive, Suite 1400 Falls Church, Virginia 22042 (703) 641-4200 (office) (703) 641-4340 (facsimile)

382545.2

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