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Case no: 3:14-bk-03142-CL11
AP No:14-90082-CL
DEFENDANTS ANSWER; AFFIRMATIVE DEFENSES; COUNTER-CLAIMS
WEST\248136907.2

NOAH A. KATSELL (Bar No. 217090)
FRANK T. PEPLER (Bar No. 100070)
MATTHEW B. DART (Bar No. 216429)
ASHLEIGH L. ANGELETTI (Bar No. 265392)
DLA PIPER LLP (US)
401 B Street, Suite 1700
San Diego, CA 92101-4297
Tel: 619.699.2700
Fax: 619.699.2701
Attorneys for Defendants
SUMMA CONSULTING, LLC, LORRAINE W.
TODD, SANFORD R. CLIMAN, MATTHEW
GARRETT, READY MADE PICTURES, LLC, SIV
SORRENTO VALLEY INVESTMENTS, LLC,
TGG MANAGEMENT COMPANY, INC.
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF CALIFORNIA
In re:
CHRISTOPHER J OHN HAMILTON and
ELIZABETH LEIGH TESOLIN aka
ELIZABETH TESOLIN HAMILTON

Debtors.

CASE NO. 3:14-bk-03142-CL11

Chapter 11

Adv. Proc. No. 14-90082-CL
DEFENDANTS ANSWER;
AFFIRMATIVE DEFENSES;
COUNTER-CLAIMS FOR:
1. FRAUD
2. BREACH OF FIDUCIARY DUTIES
3. BREACH OF CONTRACT
4. BREACH OF CONTRACT
5. BREACH OF COVENANT OF
GOOD FAITH AND FAIR
DEALING
6. CONVERSION
7. SECURITIES FRAUD
8. INTENTIONAL INTERFERENCE
WITH PROSPECTIVE ECONOMIC
ADVANTAGE
9. INTENTIONAL INTERFERENCE
WITH CONTRACTUAL
RELATIONS
10. INDUCING BREACH OF
CONTRACT
CHRISTOPHER HAMILTON,
Plaintiff,

v.

SUMMA CONSULTING, LLC, a California
limited liability company; LORI M. TODD, an
individual; SANFORD R. CLIMAN, an
individual; MATTHEW GARRETT, an
individual; READY MADE PICTURES, a
limited liability company, SIV SORRENTO
VALLEY INVESTMENTS, LLC, a limited
liability company; TGG MANAGEMENT
COMPANY, INC., a California Corporation,

Defendants.

CAPTION CONTINUED ON NEXT PAGE

Case 14-90082-CL Filed 05/16/14 Entered 05/16/14 21:03:35 Doc 3 Pg. 1 of 45
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SUMMA CONSULTING, LLC, a California
limited liability company, READY MADE
PICTURES, LLC, a California limited liability
company, SIV SORRENTO VALLEY
INVESTMENTS, LLC, a Delaware limited
liability company,
Counter-Claimants,
v.
CHRISTOPHER HAMILTON, an individual,
ELIZABETH TESOLIN HAMILTON
Counter-Defendants.
11. NEGLIGENT INTERFERENCE
WITH PROSPECTIVE ECONOMIC
RELATIONS
12. EQUITABLE INDEMNITY
13. IMPLIED CONTRACTUAL
INDEMNITY
14. EXCEPTION TO DISCHARGE
PURSUANT TO 11 U.S.C.
523(A)(2)(A)
523(A)(2)(B)
523(A)(4)
523(A)(6)

DEFENDANTS ANSWER
Defendants Summa Consulting, LLC (Summa), Lorraine W. Todd, Sanford R. Climan,
Matthew Garrett, Ready Made Pictures, LLC (Ready Made), SIV Sorrento Valley Investments,
LLC (SIV), and TGG Management Company, Inc. (TGG) (collectively, Defendants)
hereby answer Plaintiffs Complaint. Paragraph numbers in this document correspond to the
paragraph numbers of the Complaint and respond to all allegations of the corresponding
Complaint paragraph, up to the Affirmative Defenses section of this document. Within each
paragraph, if an allegation is not explicitly admitted, it is denied.
1. In response to Paragraph 1, Defendants admit Mr. Hamiltons employment with
Summa was terminated. Except as expressly admitted, Defendants deny the allegations in
Paragraph 1.
2. Defendants admit the allegations in Paragraph 2.
4. In response to Paragraph 4, Defendants admit that Ms. Todd is a resident of Los
Angeles County, California. Defendants also admit that Ms. Todd is an officer of Summa.
Except as expressly admitted, Defendants deny the allegations in Paragraph 4.
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5. In response to Paragraph 5, Defendants admit that Mr. Climan is a resident of Los
Angeles County, California. Except as expressly admitted, Defendants deny the allegations in
Paragraph 5.
6. In response to Paragraph 6, Defendants admit that Mr. Garrett is a resident of San
Diego County, California. Defendants also admit that Mr. Garrett is Chief Executive Officer of
TGG. Except as expressly admitted, Defendants deny the allegations in Paragraph 6.
7. In response to Paragraph 7, Defendants admit that Ready Made is a limited
liability company. Defendants also admit that Ready Made is a manager of Summa. Except as
expressly admitted, Defendants deny the allegations in Paragraph 7.
8. In response to Paragraph 8, Defendants admit that SIV is a limited liability
company. Defendants also admit that SIV is a manager of Summa. Except as expressly admitted,
Defendants deny the allegations in Paragraph 8.
9. In response to Paragraph 9, Defendants admit that TGG is a California
corporation. Defendants also admit that Mr. Garrett is Chief Executive Officer of TGG. Except
as expressly admitted, Defendants deny the allegations in Paragraph 9.
10. Defendants lack knowledge or information sufficient to form a belief about the
truth of the allegations in Paragraph 10, and, on that basis, deny them.
11. In response to Paragraph 11, Defendants admit that Mr. Hamilton founded Summa
in October 2011. Defendants also admit that he was employed by Summa as its President and
Chief Executive Officer until approximately February 28, 2014, at which time his employment
was terminated. Defendants admit that Mr. Hamilton owned 100% of the membership interests in
Summa prior to selling ownership interest to Ready Made and SIV. Except as expressly
admitted, Defendants deny the allegations in Paragraph 11.
13. Defendants deny the allegations in Paragraph 13.
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22. In response to Paragraph 22, Defendants admit that they presented Mr. Hamilton
with a written employment agreement, the contents of which speak for themselves. Except as
23. In response to Paragraph 23, Defendants admit that TGG was involved in the
accounting functions of Summa at the time referenced in this Paragraph. Except as expressly
admitted, Defendants deny the allegations in Paragraph 23.
24. In response to Paragraph 24, Defendants admit that Mr. Hamilton complained to
Defendants about TGG. Except as expressly admitted, Defendants deny the allegations in
Paragraph 24.
27. In response to Paragraph 27, Defendants admit that Ms. Todd and Mr. Climan met
with Mr. Hamilton. Defendants further admit that Mr. Hamilton made certain allegations.
Except as expressly admitted, Defendants deny the allegations in Paragraph 27.
28. In response to Paragraph 28, Defendants admit a meeting occurred with Mr.
Hamilton. Defendants also admit that Ms. Todd became Summas new Chief Operating Officer.
Defendants further admit that Summa opened a new bank account at Regents Bank. Except as
30. In response to Paragraph 30, Defendants admit that Ms. Todd requested that Mr.
Hamilton sign a check transferring funds from Summas Union Bank account to the Regents
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Bank account. Defendants also admit Mr. Hamilton refused to sign the check to transfer Summa
funds. Except as expressly admitted, Defendants deny the allegations in Paragraph 30.
31. Paragraph 31 is, at least in part, a legal conclusion and does not require an
admission or denial. In response to Paragraph 31, Defendants admit that Mr. Hamilton signed a
written employment agreement, the contents of which speak for themselves. Except as expressly
admitted, Defendants deny the allegations in Paragraph 31, including those portions that are legal
conclusions to the extent an admission or denial is required.
32. In response to Paragraph 32, Defendants admit Mr. Hamilton sent an e-mail
regarding hiring an independent forensic accountant. Defendants lack knowledge or information
sufficient to form a belief about the truth of the remaining allegations in Paragraph 31, and, on
that basis, deny the remaining allegations in Paragraph 32.
34. In response to Paragraph 34, Defendants admit that Mr. Hamiltons employment
was terminated on or about February 28, 2014. Except as expressly admitted, Defendants deny
the allegations in Paragraph 34.
36. In response to Paragraph 36, Defendants admit a meeting was held on March 9,
2014. Except as expressly admitted, Defendants deny the allegations in Paragraph 36.
38. In response to Paragraph 38, Defendants admit Mr. Hamilton has intentionally
attempted to damage Summas goodwill. Except as expressly admitted, Defendants deny the
allegations in Paragraph 38.
PLAINTIFFS FIRST CAUSE OF ACTION
39. The allegations in Paragraph 39 are legal conclusions and do not require an
admission or denial. To the extent an admission or denial is required, Defendants deny the
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PLAINTIFFS SECOND CAUSE OF ACTION
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PLAINTIFFS THIRD CAUSE OF ACTION
admission or denial. To the extent an admission or denial is required, Defendants Ready Made
and SIV deny the allegations in Paragraph 54.
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PLAINTIFFS FOURTH CAUSE OF ACTION
admission or denial. To the extent an admission or denial is required, Defendant Summa denies
PLAINTIFFS FIFTH CAUSE OF ACTION
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PLAINTIFFS SIXTH CAUSE OF ACTION
admission or denial. To the extent an admission or denial is required, Defendants Todd, Climan,
Garrett, Ready Made, SIV and TGG deny the allegations in Paragraph 71.
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PLAINTIFFS SEVENTH CAUSE OF ACTION
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PLAINTIFFS EIGHTH CAUSE OF ACTION
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PLAINTIFFS NINTH CAUSE OF ACTION
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PLAINTIFFS TENTH CAUSE OF ACTION
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PLAINTIFFS ELEVENTH CAUSE OF ACTION
admission or denial. To the extent an admission or denial is required, Defendants Summa, Ready
Made and SIV deny the allegations in Paragraph 110.
PLAINTIFFS TWELFTH CAUSE OF ACTION
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PLAINTIFFS PRAYER FOR RELIEF
1. The relief requested in Paragraph 1 of Plaintiffs prayer for relief does not require
a response from Defendants. To the extent an admission or denial is required, Defendants deny
that Plaintiff is entitled to the requested relief.
AFFIRMATIVE DEFENSES
Defendants plead the following affirmative defenses on information and belief. To the
extent any of these defenses express a denial of any element of a claim against Defendants, that
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expression does not indicate that Plaintiff is relieved of his burden to prove all elements of such
claim.
FIRST AFFIRMATIVE DEFENSE
Each cause of action fails to state a claim for which relief may be granted
1
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SECOND AFFIRMATIVE DEFENSE
Plaintiffs claims are barred by, or the damages allegedly sustained by Plaintiff, are
reduced by contributory and/or comparative fault.
THIRD AFFIRMATIVE DEFENSE
Each cause of action is barred by the doctrine of laches, waiver, estoppel, relinquishment,
release and/or abandonment.
FOURTH AFFIRMATIVE DEFENSE
Plaintiff failed to exercise reasonable diligence and care to mitigate his alleged damages.
FIFTH AFFIRMATIVE DEFENSE
Defendant Summas termination of Plaintiff was based on fair and honest reasons,
regulated by good faith on part of the Defendants, that were not trivial, arbitrary or capricious,
unrelated to business needs or goals, or pretextual.
SIXTH AFFIRMATIVE DEFENSE
The written agreement between the parties was intended to be the full agreement between
the parties, and Plaintiff cannot present any evidence not in writing to establish any terms of the
contract not in the written agreement.
SEVENTH AFFIRMATIVE DEFENSE
Plaintiff failed to allege fraud with particularity as required by Fed. R. Bankr. P. 7009;
Fed. R. Civ. P. 9(b).
EIGHTH AFFIRMATIVE DEFENSE
Plaintiffs claims are barred to the extent Plaintiff failed to join necessary or indispensable
parties.

1
Defendants TGG, Climan, Todd and Garrett are not parties to the written agreement.
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NINTH AFFIRMATIVE DEFENSE
No relief may be obtained under the Complaint by reason of the Plaintiffs failure to do
equity in the matters alleged in the Complaint.
TENTH AFFIRMATIVE DEFENSE
As a result of the acts and omissions in the matters relevant to this Complaint, Plaintiff has
unclean hands and is therefore barred from asserting claims against Defendants.
ELEVENTH AFFIRMATIVE DEFENSE
The statements or representations made by Defendants alleged in the Complaint were true
when made.
TWELFTH AFFIRMATIVE DEFENSE
Defendants conduct was at all times in good faith, reasonable, diligent, lawful, justified,
and/or privileged under the circumstances.
THIRTEENTH AFFIRMATIVE DEFENSE
Applicable Defendants performed all duties owed under the written agreement other than
duties which were prevented or excused, and therefore never breached the written agreement.
FOURTEENTH AFFIRMATIVE DEFENSE
Defendants assert that the Plaintiff failed to comply with the terms of the written
agreement and therefore breached the agreement.
FIFTEENTH AFFIRMATIVE DEFENSE
Plaintiffs claims are barred by the statute of limitations.
SIXTEENTH AFFIRMATIVE DEFENSE
Plaintiffs claims as to oral contracts are barred by the Statute of Frauds.
SEVENTEENTH AFFIRMATIVE DEFENSE
Without conceding that any act or acts by Defendants caused damage to Plaintiff in any
respect, Defendants are entitled to an offset and recoup against any judgment that may be entered
for Plaintiff of all obligations of Plaintiff owing to Defendants.
EIGHTEENTH AFFIRMATIVE DEFENSE
The causes of action in the Complaint are barred because Plaintiff would be unjustly
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enriched if he were to prevail.
NINETEENTH AFFIRMATIVE DEFENSE
Plaintiff is not entitled to any relief on his claims because Plaintiff engaged in intentional
misrepresentation, concealment, false promise, or negligent misrepresentation leading to the
damages alleged in the Complaint.
TWENTIETH AFFIRMATIVE DEFENSE
Defendants reserve all rights to amend and supplement their answer and affirmative
defenses following the conclusion of discovery.
PRAYER FOR RELIEF ON PLAINTIFFS COMPLAINT AND DEFENDANTS
AFFIRMATIVE DEFENSES
WHEREFORE, Defendants respectfully request:
1. That the Complaint be dismissed in its entirety with prejudice and that all relief by
Plaintiff be denied with prejudice;
2. That the Court enter judgment in favor of Defendants;
3. That this Court award Defendants attorneys fees, costs and other fees to which
Defendants may be justly entitled and that the Court deems just and proper.

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COUNTER-CLAIMANTS COUNTER-CLAIMS AGAINST COUNTER-DEFENDANTS
I. INTRODUCTION
1. Summa cum laude is a Latin phrase meaning with highest honor. Unlike the
business he named Summa Christopher Hamilton is not a man of highest honor. He is a man
given to fraud, deceit and betrayal. The story begins back in 2011. At that time, Mr. Hamilton
worked for Elite of Los Angeles, Inc., providing SAT preparation and tutoring services to
students in San Diego, California. He had worked for Elite for several years, gaining in-depth
access to and understanding of how Elites business operated. But Hamilton was ambitious and
felt that he was not getting the remuneration and the credit he deservedhe was a self-
proclaimed guru to his students. Certain that he could capitalize on his own greatness, Hamilton
left Elite with no notice whatsoever to start Summa. To all appearances, he had found success.
Then, in April 2013, his success story unwinds. After a three week trial, a jury of Mr. Hamiltons
peers found that he breached his fiduciary duties to Elite and that he willfully misappropriated
Elites trade secrets to start Summa. The jury awarded more than $2 million in damages,
including punitive damages, against Mr. Hamiltonpersonallyand found that his wife,
Elizabeth Hamilton, aided and abetted him and was also liable to Elite.
2. After entry of a judgment against him, Hamilton was desperate. In the fall of
2013, to keep Summa afloat, he turned to potential outside sources to prop up Summa and to post
a very expensive bond to cover the judgment against Summa on appeal. In Defendants Ready
Made Pictures and SIV Sorrento Valley Investments he found new investors. These investors
were not private-equity businesses looking for an opportunity. The principals of Ready Made and
SIV, Sandy Climan, Lori Todd and Matthew Garrett, were Mr. Hamiltons friends, supporters,
and some of their children had been tutored by Mr. Hamilton. They were trying to help their
friend in a time of need. But after they made the critical investments that saved Summa, they
were betrayed by Hamilton, and it was revealed he was not the man he appeared to be.
3. The new owners, based on the large investment in Summa, naturally were given
control over Summa, as was their contractual right under the amended operating agreement.
Hamilton remained the CEO and was given leeway to carry on the business. However, Mr.
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Hamilton acted as if he did not have a new ownership group in the Company and felt
threatenedhe was convinced his fiefdom would be compromised by a group of outsiders
looking under the hood.
4. During the winter of 2013 and into early 2014, Hamiltons web of lies unraveled.
Unlike the concocted story told in his complaint about the alleged fraud perpetrated against him,
it was Hamiltons fraudulent activities that rose to the surface. It was discovered over the course
of several months that Hamilton had misled and betrayed the new investors about the status of the
Elite lawsuit, an additional pending motion for Elites recovery of attorneys fees totaling over
$1.8 million, Summas cash flow, the amount of Summas liabilities, and the overall financial
health of Summa. It even came out that Hamilton apparently offered his own mother and
possibly others an equity interest in Summa with full knowledge that there was no remaining
equity to offer. Feeling the pressure of exposure, Hamilton dug in his heels. He resisted and
concealed the accounting problems at the Company, he resisted and concealed his poor treatment
of Summa employees. He asked employees to lie for him and cover up his failings. When they
refused, he told the lies himself. He was backed into a corner and lashed out by failing to provide
business-critical information to the new investors. Summa had no choice but to terminate his
employment. Mr. Hamilton has since gone on a litigious and public campaign to blame the new
investors for his own folly, or failing that, to destroy the business of Summa, hurtling fantasy-
based accusations with indignation and enlisting unknowing, and trusting, parents into his
scheme. As is discussed in more detail below, Mr. Hamiltons story is self-serving and false.
II. PARTIES
5. Defendant and Counter-Claimant Summa Consulting, LLC is a California Limited
Liability Company with its principal place of business in California.
6. Defendant and Counter-Claimant Ready Made Pictures, LLC is a California
Limited Liability Company with its principal place of business in California.
7. Defendant and Counter-Claimant SIV Sorrento Valley Investments, LLC is a
Delaware Limited Liability Company with its principal place of business in California.
8. Plaintiff and Counter-Defendant Chris Hamilton is a resident of San Diego
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County.
9. Counter-Defendant Elizabeth Tesolin Hamilton is the wife of Chris Hamilton, and
is also a resident of San Diego County.
III. ALLEGATIONS
A. Chris Hamilton is Found Liable for Misappropriation of Trade Secrets.
10. Chris Hamilton formerly worked for Elite of Los Angeles (Elite) providing SAT
tutoring services.
11. In 2011, while still employed by Elite, he formed Summa Consulting, LLC to
directly compete with Elite, and recruited key Elite employees to leave and join Summa. Until he
sold the business in November 2013, as set forth below, Chris Hamilton was the sole shareholder
of Summa.
12. On or around November 18, 2011, Chris Hamilton, his wife Elizabeth Hamilton,
Summa, and certain former Elite employees who had joined Summa at Chris urging, were sued
by Elite and its affiliate San Diego Testing Services for misappropriation of SAT preparation-
related trade secrets (the Trade Secret Action).
13. The case was tried to a jury verdict in April 2013, and Chris Hamilton was found
liable for breach of fiduciary duty, breach of duty of loyalty, intentional interference with
prospective economic advantage, and willful misappropriation of trade secrets. The jury returned
a $2 million verdict against Chris Hamilton individually, and his wife Elizabeth Hamilton was
found liable for aiding and abetting her husbands illegal conduct.
14. Based on Chris Hamiltons actions as the CEO and sole Member of Summa,
Summa was also found liable for misappropriation of trade secrets in the Trade Secret Action,
and a $1 million judgment was entered against it.
B. Chris Hamilton Fraudulently Induces the New Owners to Invest in Summa.
15. Following the verdict and judgment, Chris Hamilton was in desperate need of
investors to save Summa as an ongoing concern. The plaintiffs in the Trade Secret Action were
soon to begin collecting on their judgments against Summa and Chris Hamilton, and seizure of
Summa itself was an imminent possibility. Chris Hamilton approached and entered into
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discussions with SIV Sorrento Valley Investments LLC and Ready Made Pictures, LLC
(collectively, the New Owners) to invest in Summa in exchange for majority equity interest
(85%) and full operational, financial and managerial control of the company.
16. In order to induce the New Owners to invest in Summa, Chris Hamilton
fraudulently concealed and misrepresented material facts. Those fraudulent facts include, but are
not limited to, the following:
a. Falsely representing to the New Owners that Summa was not liable for
plaintiffs legal fees in the Trade Secret Action, totaling in excess of $1.8 million, because
Elites lawyers missed their deadlines;
b. Falsely representing to the New Owners that Summa had a robust cash
flow when in reality it was literally depleted of all operating funds and unable to even make
payroll until the New Owners investments were received;
c. Concealing and misrepresenting the amount of discounts provided by
Summa to customers thereby materially overstating company profits;
d. Concealing approximately $262,000 in accounts payable consisting of legal
fees owed by Summa to defendants trial counsel in the Trade Secret Action;
e. Falsely representing that the Summa website was an asset owned by the
company, when in reality Chris Hamiltons wife Elizabeth Hamilton claimed to own it herself and
had sole control of the website;
f. Falsely promising that he would cooperate in turning over all company
accounting functions to TGG Accounting;
g. Concealing the wrongful and deceptive accounting practices he had
installed at Summa which deliberately obfuscated the source of revenues, payment of invoices,
and deposits of money, all of which prevented the proper balancing of Summas books;
h. Concealing the fact that certain aspects of Summas business operations
were in disarray and could lead to potential violations of various codes and laws;
i. Concealing that he had made promises to various employees that they
would receive raises and/or promotions thus resulting in understated overhead and in later claims
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made by certain employees against the company;
j. Concealing that he had taken large cash disbursements from Summa
company funds resulting in Chris Hamilton holding a significant negative capital account of
approximately $200,000.
17. Based on Chris Hamiltons express representations, and unaware of Chris
Hamiltons concealment of material facts, the New Owners, under intense time pressure, agreed
to invest in Summa.
18. The New Owners agreed in writing to make capital contributions in exchange for
equity ownership interests of 28.33% (SIV Sorrento Valley Investments, LLC) and 56.66%
(Ready Made Pictures, LLC) in Summa. Chris Hamilton retained 13% equity, and two other
employees of Summa Karl Hagan and Andrew Chung owned approximately 2% collectively.
No other person or entity acquired any equity interest in Summa.
19. To memorialize the terms of their investment and management of the company
going forward, in November 2013, the New Owners, Chris Hamilton, Karl Hagan and Andrew
Chung entered into an Amended and Restated Operating Agreement for Summa Consulting, LLC
(the Amended Operating Agreement). The Amended Operating Agreement is attached hereto
as Ex. 1. Exhibit A to the Amended Operating Agreement sets forth the Members Capital
Contribution and the corresponding Number of Units, which collectively total 100% of the
company.
20. The Amended Operating Agreement at Paragraph 6.2.1 provided that the New
Owners would constitute the Board of Managers for the company.
21. The Amended Operating Agreement specifically provides that the New Owners, in
their capacity as the Board of Managers, would be vested with full control:
6.1.1 Exclusive Management by Board of Managers. The business, property, and affairs
of the Company shall be managed exclusively by the Board of Managers acting in their sole and
absolute discretion.
22. The Amended Operating Agreement further provided that the New Owners were
to be the only voting Members of Summa. Chris Hamilton, Karl Hagan and Andrew Chung
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would be non-voting Members without any right to control or manage the company.
23. The foregoing, and the remaining terms set forth in the Amended Operating
Agreement, reflect the material terms of the negotiated agreement reached by Chris Hamilton to
sell majority interest and full control in Summa to the New Owners.
C. The New Owners and Diana Hamilton Invest Funds To Perfect Summas
Appeal.
24. As of October 2013, Summa was facing a $1 million judgment against it arising
from the Trade Secret Action. Summa intended to appeal the judgment against it but required a
$1.5 million appeal bond to perfect the appeal, stay the underlying case, and thus stay plaintiffs
ability to collect on the judgment during the pendency of the appeal.
25. In order to obtain an appeal bond for Summa, Ready Made Pictures, LLC, SIV
Sorrento Valley Investments, LLC, and Diana Hamilton (collectively the Appeal Bond
Investors) each agreed to contribute $500,000. Diana Hamilton is Chris Hamiltons mother.
26. Each of the Appeal Bond Investors made the same deal with Summa: provide
capital for the appeal bond in exchange for (1) a $50,000 initial payment, and (2) $50,000 on the
anniversary of their contribution if the appeal bond had been exonerated (or a pro rata portion
thereof if exonerated before the anniversary). None of the Appeal Bond Investors received equity
in Summa in exchange for their provision of funds for the bond, nor could they because, inter
alia, 100% of Summa equity was accounted for by the Amended Operating Agreement.
27. The contract between Diana Hamilton and Summa setting forth the above terms
related to the appeal bond, dated November 8, 2013, is attached hereto as Ex. 2. That written
contract sets forth all of the material terms of the agreement, including collateral amount, initial
fee rights, subsequent payment rights, Chris Hamiltons commitment to personally guarantee
repayment of the collateral, and a fee provision in the event of litigation. The contract contains
no terms, whether express or implied, that would provide the investor with equity in Summa.
28. Pursuant to that contract, Summa tendered a $50,000 check to Diana Hamilton
representing the initial payment. Diana Hamilton did not immediately attempt to cash that check.
At the time her son, Chris Hamilton, was the sole intermediary between Diana Hamilton and
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Summa and any and all communication between Diana Hamilton and Summa was through Chris
Hamilton. Chris Hamilton informed the New Owners that his mother, Diana Hamilton, had
voluntarily decided to hold, and not cash, the $50,000 initial payment check to support Summa in
its cash needs.
29. Summa first received a request from Diana Hamilton to re-issue the $50,000 check
in April 2014. Summa promptly did so and Diana Hamilton has cashed that check. Diana
Hamilton is thus not owed any further funds from Summa until the anniversary of her cash
collateral agreement in November 2014, or upon the exoneration of the bond.
30. On or about May 6, 2014, Diana Hamilton and her husband J ohn Hamilton sued
Summa in the Superior Court for the County of San Diego, Case No. 2014-14295, alleging, inter
alia, that the written contract for her provision of funds for the appeal bond also (silently)
provides her the right to a 28.33% equity share in Summa (the Hamilton Appeal Bond Action).
That claim is demonstrably false and Summa intends to vigorously defend that lawsuit. Chris
Hamilton was the only intermediary between Summa and his mother Diana with respect to her
potential investment in the appeal bond. In the event that Chris Hamilton secretly made that
promise to his mother, whether prior to the execution of the Amended Operating Agreement, or
after, Summa and the New Owners are entitled to equitable indemnity from Chris Hamilton for
any harm suffered by them as a result of that lawsuit.
D. Chris Hamiltons Wrongful, Illegal and Deceitful Actions Result in His
Termination as CEO of Summa.
31. When the New Owners acquired the company they agreed that Chris Hamilton
would remain CEO of Summa, subject to the terms of an employment contract that provided he
would be an at-will employee, and was to have no operating or management authority without the
fully-informed consent of the New Owners. Chris Hamiltons Executive Employment Agreement
is attached hereto as Ex. 3. In that regard, the New Owners worked cooperatively with Mr.
Hamilton and, like him, sought for Summa to succeed as a business. As explained above, the
New Owners had known Mr. Hamilton as a friend and as a counselor at Summa and had put their
faith in him. After all, the New Owners had made a large investment on short notice, believing
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that Mr. Hamilton would honor his agreements and that he had acted truthfully in his
representation to them about the investment.
32. The Executive Employment Agreement was heavily negotiated, with Chris
Hamilton and his personal attorney thoroughly reviewing and editing the document before
finalizing. Chris Hamilton agreed to sign the Executive Employment Agreement as part of the
sale of the majority interest in Summa to the New Owners.
33. From November 2013, until his termination in late February 2014, subject to the
terms and limitations of the Executive Employment Agreement and the Amended Operating
Agreement, Chris Hamilton held the title of CEO of Summa.
34. However, once the New Owners investments were in place and the Amended
Operating Agreement was signed, Chris Hamilton immediately began to breach the terms of the
agreement with respect to operational and managerial control. Chris Hamilton, acting as CEO,
failed to inform the New Owners (as Managers and Members of the company) of material
information regarding financial and legal matters. Chris Hamilton prevented the New Owners
from making informed decisions regarding the operations of Summa, strategy going forward,
employment decisions, repayment of obligations, lease issues, and other matters pertaining to the
operations and viability of Summa.
35. In short, Chris Hamilton acted as if he was still CEO and the sole member of
Summa at it existed prior to the New Ownerscompletely ignoring the fact that the New Owners
were now part of the business. His actions were specifically prohibited by the Amended
Operating Agreement and Chris Hamiltons Executive Employment Agreement.
36. For example, Chris Hamilton wrongfully refused to add any of the New Owners,
or key personnel from Summas accounting firm, TGG Accounting, to the existing sole bank
account for Summa at Union Bank. As the sole signatory on the Summa bank account, he refused
to have checks issued for outstanding Summa obligations including legal fees and costs. He also
refused to transfer any company funds to the new company account at Regents Bank set up and
managed by the New Owners. In this manner, and in many other ways, Chris Hamilton
wrongfully prevented the New Owners and the companys authorized professional accounting
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representatives from exerting control over Summas financial affairs as authorized by the
Amended Operating Agreement. Based on his behavior, the New Owners trust in Mr. Hamilton
deteriorated quickly.
37. Not only did Chris Hamilton refuse to cooperate in transitioning the legal and
accounting functions to the New Owners and their consultants, as expressly agreed to in the
Amended Operating Agreement, but he was actively hostile to the process. For example, Chris
Hamilton has a $2 million judgment against him from the Trade Secret Action, and the judgment
creditor had obtained a wage garnishment order. Summa was required by Court Order to issue a
garnishment check by a date certain. When presented with the garnishment check for his
signature (as the sole signatory), he not only refused to sign and took possession of the unsigned
check, but in response extensively and maliciously terrorized the very junior accounting
employee who had simply requested he sign the check. As a result the New Owners were forced
to re-direct their minimal company funds, re-issue a garnishment check from the new Regents
Bank account, and have it personally messengered to the Sheriff of San Diego County to avoid
violating the Court order garnishing Chris Hamiltons wages.
38. In addition to Chris Hamiltons increasingly uncooperative and disruptive
behavior, soon after entering into the Amended Operating Agreement, the New Owners began to
discover irregularities in Summas accounting books. On information and belief, it emerged that
significant amounts of cash were missing on a monthly basis, and that Chris Hamilton had been
skimming and pocketing Summa funds for his own benefit, both before the New Owners
investment in Summa, and afterward.
39. It also emerged that Chris Hamilton had installed improper accounting practices at
Summa to deliberately obfuscate the source of revenues, payment of invoices, deposits of money,
and to prevent the proper balancing of Summas books. Among other practices, he employed
unqualified persons, without any accounting training, to manage the accounts. Those persons
were directly managed and instructed by Chris Hamilton himself, ensuring that missing funds,
discrepancies, irregularities, and wrongful activities were missed, overlooked or covered up.
40. On information and belief, in one variation of Chris Hamiltons skimming
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scheme, he would offer a discount to a Summa client conditioned on their payment of the fee in
cash. He would then personally accept the full cash payment, but only deposit a portion of it in
Summas bank account. He would then report to Summa a significantly larger discount than he
had actually provided the client, while pocketing the difference in cash. He then instructed
Summa staff not to collect overdue invoices from clients with whom he had a close relationship,
same of whom had their accounts already written down or written off entirely by him without
explanation.
41. On information and belief, in another variation, Chris Hamilton would simply
remove cash from the company cash box where daily receipts were stored, and from the bank
pouch in which client payments were to be deposited in the bank. Only the Hamiltons made
regular cash deposits; Chris and Elizabeth Hamilton would not allow any employees of Summa to
do so other than in a few isolated instances. On occasion when Summa personnel advised Chris
that he should not remove cash without making appropriate accounting notations, he flatly
refused. The New Owners learned of these wrongful practices after investing in Summa and
eventually taking control of the company and its books. During their investigation, Summas
accountants discovered that pages on which the original deposit receipts were attached had been
removed from the ledger books; specifically, the only removed pages were those where there was
a discrepancy between the tally of the Summa front desk showing cash on hand, and the amount
noted by the bank in the actual deposit.
42. The accounting investigation revealed that Chris Hamilton had accrued the
accounts receivables for approximately 300 clients which had to be written off after the New
Owners investment in Summa.
43. Not surprisingly, Chris Hamilton loathed the exposure of his illegal and wrongful
accounting schemes. Faced with the findings of the investigation, he predictably attempted to
misdirect attention and, incredibly, blamed TGG Accounting for any discrepancies that TGG
Accounting uncovered and insisted TGG had to be removed as Summas accounting firm. Those
accusations were and are entirely without merit, and were yet another indication to the New
Owners that Chris Hamilton was unfit to serve as CEO of Summa.
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44. As of February 2014, Chris Hamilton continued to refuse to turn over full control
of the accounting functions as promised to the New Owners. That month, he phoned Lori Todd,
the new Chief Operating Officer of Summa and one of the principals of the New Owners, and
announced that he and his wife were immediately leaving to a remote cabin in Michigan for a
week and would not have any phone or computer access. Not coincidentally payroll was due that
week, and Hamilton still refused to add the New Owners or TGG as signatories to Summas
account at Union Bank, and refused to transfer company funds to the new Regents Bank account
set up by the New Owners. As a result, the company would be unable to timely meet payroll.
And that was precisely Hamiltons intent to turn the Summa employees against the New
Owners and its accountants. The New Owners were forced to re-direct all Summa revenues to the
Regents Bank account and, through great effort and expense, were able to make payroll that
Friday while Chris and Elizabeth were intentionally unavailable. Unaware that they had achieved
a work-around to the payroll predicament, Hamilton later called Ms. Todd and falsely reported to
her that many Summa employees were calling him furious to complain that they had not been
paid. When informed that everyone had, in fact, been paid despite his absence, and when pressed
to provide an example, Hamilton was silent.
45. In the same time period Chris Hamilton attempted to seek out more investors for
Summa that would, in his words, take [you] out of the company structure by making additional
investors shares senior to those of the New Owners. The New Owners firmly informed Chris
Hamilton that he had no authority to initiate, negotiate, or agree to any change in Summas equity
ownership structure.
46. Based upon the results of the accounting investigation, and the litany of wrongful
and deceitful actions taken by Mr. Hamilton, only some of which are alleged here, it became clear
to the New Owners that Chris Hamilton was intent on interfering in any way possible with the
New Owners efforts to appropriately and competently operate and manage Summa and its
finances. The New Owners also learned from a number of key Summa employees that they were
fed up, and were going to quit Summa because they could no longer tolerate working with Chris
Hamilton. One key employee J enifer Suh had already quit for this very reason, and only
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agreed to come back to Summa after Chris Hamilton had been terminated.
47. Accordingly, with the unanimous consent of the Board of Managers and all voting
Members, Summa terminated Chris Hamiltons employment on February 28, 2014. Chris
Hamilton was personally informed of the decision, was given a termination notice, and provided
with his final paycheck. The New Owners were expressly authorized by the Amended Operating
Agreement and Chris Hamiltons employment agreement to take such action.
48. Summa requested the return of Chris Hamiltons laptop, and with it, the return of
Summas confidential and protected trade secrets. He refused to return the laptop or any of the
Summa trade secret and confidential information on it.
E. Elizabeth Hamilton Claims to Own the Summa Website and Shuts it Down
When the New Owners Refuse Her Extortionate Payment Demands.
49. Elizabeth Hamilton is Chris Hamiltons wife. She neither had nor has any
ownership interest in Summa whatsoever, nor has she ever held any formal role or employment
with Summa.
50. J ust weeks after her husband was appropriately terminated by Summa, on April
15, 2014, Ms. Hamilton e-mailed Summa and, for the first time, claimed that she was the sole
owner of Summas website, www.summaeducation.com (the Summa Website). In the same e-
mail, she wrote that the Summa Website has a financial value to me and I presume, [Summa],
which I am open to discussing, in a blatant attempt to extort Summa into paying for rights to the
domain name rights that already belonged to Summa.
51. Upon information and belief, the Summa Website was, at all times, a Summa
corporate asset. The website had no independent value to Ms. Hamilton. Its value was derived
entirely from its use and association with Summa, and it had been used solely by Summa
throughout Summas existence. Notably, when he was recruiting the New Owners to Summa,
Chris Hamilton never disclosed that such a critical corporate asset was claimed to be owned by,
and controlled by, a third-party, namely his wife. Upon information and belief, to the extent Ms.
Hamilton controlled or funded the Summa website, it was in her capacity as an agent of Summa
and/or her husband when Summa was still a single-member LLC owned solely by Chris
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Hamilton.
52. Summa refused Ms. Hamiltons extortionate demands.
53. The following day, Ms. Hamilton made good on her implicit threat and abruptly
shut down the Summa Website, through which all Summa company email also flows. As of the
date of this Counter-Claim, there is no content on the Summa Website, belying Ms. Hamiltons
claim that it has any independent value to her apart from its association with Summa. (Screen
Shot attached hereto as Ex. 4.)
54. Upon information and belief, Chris Hamilton directed his wife Elizabeth Hamilton
to shut down the Summa Website in an effort to interfere with Summas relationship with its
existing and prospective clients, and in retaliation for Chris Hamiltons termination.
55. Upon information and belief, Chris and Elizabeth Hamilton are attempting to
destroy Summas business in an effort to drive the company out of business or force the New
Owners to tender back their ownership interests in the LLC at a greatly reduced value.
56. As a result of the abrupt shutdown, Summa suffered loss of goodwill, lost profits,
disruption of its business, economic damages incurred in migrating all content and systems to
another website, lost management time, and other damages in an amount to be proven at trial.
F. Chris Hamilton Violates His Non-Compete By Operating a Competing
Business.
57. On or about November 11, 2013, Chris Hamilton sold majority ownership and full
control of Summa to the New Owners, as memorialized by the Amended Operating Agreement.
He retained, however, a 13% interest in Summa, and remained a Member of the LLC pursuant to
the Amended Operating Agreement.
58. The Amended Operating Agreement provides, at Paragraph 5.4, that no Member
may engage in business activities that are
in direct competition with the Company, which for the purposes of this Agreement, will
mean providing tutoring or other supplemental education services related to standardized test
preparation, college counseling or assistance with college applications.
59. Although Chris Hamilton was terminated from his employment position with
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Summa, the terms of the Amended Operating Agreement continue to apply to him as a Member.
60. Summa and the New Owners are informed and believe that Chris Hamilton has
violated, and continues to violate, the Amended Operating Agreement by directly competing with
Summa in the tutoring and supplemental education services business.
G. The Hamiltons Begin a Public Campaign to Destroy Summa and Disparage
its New Owners
61. Mr. Hamilton has since gone on a litigious and public campaign to blame the new
investors for his own folly, or failing that, to attempt to destroy the business of Summa, hurtling
fantasy-based accusations with indignation.
62. On information and belief, the Hamiltons have caused Facebook pages to be
created that falsely claim Chris Hamilton was wrongfully terminated. In addition, postings on the
Facebook page falsely accuse the New Owners and the individual defendants of immoral
behavior, and further attempt to falsely defame and denigrate their character.
63. In addition, on information and belief, the Hamiltons organized protests at Summa
and encouraged parents to attend a town hall meeting to attack Summas new management and
raise questions about Hamiltons termination.
FIRST COUNTER-CLAIM
(Fraud Against Chris Hamilton)
64. Counter-Claimants incorporate by reference all preceding paragraphs of this
Counter-Claim.
65. Chris Hamilton intentionally and fraudulently misrepresented, made false
promises, concealed, and/or failed to reveal material facts that caused Counter-Claimants to enter
into the Amended Operating Agreement and invest in Summa.
66. Those misrepresentations, false promises, and concealments are alleged with
particularity herein.
67. Chris Hamilton knew these misrepresentations, false promises, and concealments
were not true.
68. Chris Hamilton intended that Counter-Claimants rely on these misrepresentations,
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false promises, and concealments.
69. Counter-Claimants reasonably relied on Chris Hamiltons misrepresentations, false
promises, and concealments.
70. Chris Hamilton did not perform the false promises he made.
71. As a proximate result thereof, Counter-Claimants have been damaged in an
amount to be proven at trial, but not less than the jurisdictional limit of this Court.
72. Chris Hamiltons conduct was fraudulent, malicious, and oppressive and
constitutes despicable conduct in conscious disregard of Counter-Claimants rights. By reason
thereof, Counter-Claimants seek exemplary and punitive damages under Civil Code Section 3294.
SECOND COUNTER-CLAIM
(Breach of Fiduciary Duties Against Chris Hamilton)
Counter-Claim.
74. Chris Hamilton owed fiduciary duties to Counter-Claimants as an officer and
Member of Summa, including but not limited to duties of loyalty, reasonable care, and
confidentiality.
75. Chris Hamilton knowingly acted against Counter-Claimants interests.
76. Chris Hamilton failed to act as a reasonably careful fiduciary would have acted
under the same or similar circumstances.
77. Chris Hamilton breached his fiduciary duties to Counter-Claimants by engaging in
the conduct alleged herein.
78. As a proximate result of Chris Hamiltons conduct, Counter-Claimants have
suffered harm and will continue to suffer damages in an amount to be proven at trial.
79. Chris Hamiltons conduct was fraudulent, malicious, and oppressive and
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THIRD COUNTER-CLAIM
(Breach of Contract - Operating Agreement - Against Chris Hamilton)
Counter-Claim.
81. Counter-Claimants and Chris Hamilton entered into the written Amended
Operating Agreement.
82. The Amended Operating Agreement provides, at Paragraph 5.4.1 that no Member
may engage in business activities that are
in direct competition with the Company, which for the purposes of this Agreement, will
mean providing tutoring or other supplemental education services related to standardized test
preparation, college counseling or assistance with college applications.
83. The Amended Operating Agreement provides at Paragraph 5.4.2 that each
Member shall be obligated to present any Company Opportunities to the Company.
84. The Amended Operating Agreement at Paragraph 6.1.1 provides that the business,
property and affairs of the Company shall be managed exclusively by the Board of Managers.
85. The Amended Operating Agreement at Paragraph 6.9.5 provides for the powers
and duties of the chief executive officer that may be appointed by the Board of Managers, and
subjects those powers and duties to the supervisory powers of the Board of Managers.
86. Although Chris Hamilton was terminated from his employment position with
Summa, the terms of the Amended Operating Agreement applied to him as an officer while he
was employed, and continue to apply to him as a Member.
87. Counter-Claimants are informed and believe that Chris Hamilton has violated,
and/or continues to violate, the Amended Operating Agreement by, inter alia, directly competing
with Summa in the tutoring and supplemental education services business, failing to present
Company Opportunities to the Company, violating the express authority given to the Board of
Managers, failing to carry out his duties as an officer, and violating the limited authorities
conferred on him by the Board of Managers.
88. Counter-Claimants did all, or substantially all, of the significant things that the
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contract required them to do, or they were excused from doing those things.
89. All conditions required by the contract for Chris Hamiltons performance had
occurred or were excused.
90. As a direct and proximate result of Chris Hamiltons breaches, Counter-Claimants
have suffered and continue to suffer damages in an amount to be proven at trial.
91. Counter-Claimants have no adequate remedy at law with respect to Chris
Hamiltons direct competition with Summa in the tutoring and supplemental education services
business, and accordingly seek preliminary and permanent injunctive relief to enjoin such
conduct.
FOURTH COUNTER-CLAIM
(Breach of Contract Employment Agreement - Against Chris Hamilton)
Counter-Claim.
93. Summa and Chris Hamilton entered into a written Executive Employment
Agreement. Chris Hamilton and his personal attorney thoroughly reviewed and had extensive
input into the final contract that he executed.
94. The contract required Chris Hamilton to report to Summas Board of Managers as
to the business and affairs of the Company, and to perform his duties and responsibilities in a
diligent and professional manner.
95. Chris Hamilton expressly acknowledged in the written contract that his
employment was at-will and may be terminated at any time, with or without cause.
96. The contract prohibits Chris Hamiltons disclosure or use of any of Summas
Confidential Information, as that term is defined in the contract, and required him to return to the
Company, upon his termination, all such Confidential Information. The contract further prohibits
Chris Hamiltons use of that Confidential Information and trade secrets to induce any customer to
cease doing business with the Company, or to compete with the Company within a reasonable
and necessary scope and duration.
97. The contract prohibits Chris Hamilton from disparaging Summa or its officers,
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managers and related affiliates, in any manner likely to be harmful to the Company or its business
or its business reputation.
98. Chris Hamilton breached the foregoing terms of the contract by engaging in the
conduct described herein.
99. Summa did all, or substantially all, of the significant things that the contract
required it to do, or it was excused from doing those things.
100. All conditions required by the contract for Chris Hamiltons performance had
occurred or were excused.
101. The Executive Employment Agreement provides at Paragraph 9 that money
damages would be inadequate, and that Chris Hamilton is required to
account and pay over to the Company all compensation, profits, moneys, accruals,
increments or other benefits derived from or received as a result of any transactions constituting a
breach of the covenants contained herein in this Agreement.
have suffered and continue to suffer damages in an amount, consistent with Paragraph 9 of the
contract, to be proven at trial.
103. Counter-Claimants have no adequate remedy at law with respect to Chris
Hamiltons use and disclosure of Summas Confidential Information, and his refusal to return
Summas Confidential Information upon his termination. Accordingly Summa seeks preliminary
and permanent injunctive relief to enjoin such conduct.
FIFTH COUNTER-CLAIM
(Breach of Covenant of Good Faith and Fair Dealing Against Chris Hamilton)
Counter-Claim.
105. Both the Amended Operating Agreement and the Executive Employment
Agreement contain an implied covenant of good faith and fair dealing.
106. Counter-Claimants did all, or substantially all, of the significant things that those
contracts required them to do, or they were excused from having to do those things.
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107. The conditions required for Chris Hamiltons performance had occurred or were
excused.
108. Chris Hamilton unfairly interfered with Counter-Claimants rights to receive the
benefits of each contract.
have suffered and continue to suffer damages in an amount to be proven at trial.
SIXTH COUNTER-CLAIM
(Conversion Against all Counter-Defendants)
Counter-Claim.
111. As set forth above, Chris Hamilton and Elizabeth Hamilton converted Summa
company assets in the form of cash and revenue to their own personal use and benefit.
112. Upon information and belief the Summa Website was at all times a Summa
corporate asset and was Summas exclusive property.
113. Elizabeth Hamilton wrongfully took possession and control of the Summa Website
and converted it to her own use. Specifically, she used her wrongful possession and control of the
website in an effort to extort Summa into purchasing the website back from her at above-market
prices. When that failed, she shut down the website in retaliation for her husbands termination.
114. On information and belief, Elizabeth Hamilton acted with the consent and/or at the
direction of Chris Hamilton.
115. Chris Hamilton has also failed and refused to return company assets in the form of,
and contained on, the company laptop he was using when he was terminated, including Summa
teaching materials. Chris Hamilton has wrongfully converted these assets for his own personal
use.
116. As a direct and proximate result of the Counter-Defendants wrongful conversion
of Summa company property, Counter-Claimants have suffered and continue to suffer damages in
an amount to be proven at trial, including lost goodwill, lost profits, disruption to the business,
and economic costs in obtaining a replacement website and migrating all Summa content to that
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replacement website.
117. Counter-Claimants have no adequate remedy at law with respect to the Counter-
Defendants possession and control of the Summa Website and Chris Hamiltons possession and
control of a company laptop containing Summas Confidential Information and proprietary
documents. Accordingly Counter-Claimants seek preliminary and permanent injunctive relief to
enjoin such conduct.
118. Counter-Defendants conduct was fraudulent, malicious, and oppressive and
SEVENTH COUNTER-CLAIM
(State Securities Fraud Pursuant to Corp. Code Section 25401 Against Chris Hamilton)
Counter-Claim.
120. Chris Hamilton offered securities for sale to Counter-Claimants in California.
121. Counter-Claimants purchased securities from Chris Hamilton in California.
122. In connection with the offer and sale of those securities, as detailed herein, Chris
Hamilton
a. employed a devise, scheme, or artifice to defraud;
b. made fraudulent and untrue statements and omitted material facts
that would by omission make the statements misleading;
c. engaged in an act, practice, or course of business that operated as a
fraud or deceit upon Counter-Claimants.
123. As a result of Chris Hamiltons violations of the statute, Counter-Claimants have
been damaged in an amount to be proven at trial.
EIGHTH COUNTER-CLAIM
(Intentional Interference with Prospective Economic Advantage Against All Counter-
Defendants)
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Counter-Claim.
125. Summa had an economic relationship with its clients and prospective clients, with
the probability that such relationships would bring future economic benefits to Summa.
126. Counter-Defendants had knowledge of such relationships.
127. Counter-Defendants intentionally and actually disrupted those relationships by,
inter alia, abruptly shutting down the Summa Website. The Summa Website provided critical
information and was one of the key points of contact between Summa and its existing and
prospective clients, as well as the public at large.
128. Counter-Defendants conduct was independently wrongful because, upon
information and belief, the Summa Website was at all times a Summa corporate asset and the
Counter-Defendants wrongfully took exclusive possession and control of it.
129. Counter-Defendants also intentionally and actually disrupted those relationships
by directly contacting those clients and prospective clients, disparaging Summa and its business,
and inducing said persons to engage Counter-Defendants for services.
130. As a direct and proximate cause of Counter-Defendants wrongful conduct,
Counter-Claimants have suffered and continue to suffer damages in an amount to be proven at
trial.
NINTH COUNTER-CLAIM
(Intentional Interference with Contractual Relations Against All Counter-Defendants)
Counter-Claim.
133. Summa had valid contractual relationships with its existing clients.
134. Counter-Defendants had knowledge of those contractual relationships.
135. Counter-Defendants intentionally and actually disrupted those relationships by,
inter alia, abruptly shutting down the Summa Website. The Summa Website provided critical
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information and was one of the key points of contact between Summa and its existing and
prospective clients.
136. Counter-Defendants also intentionally and actually disrupted those relationships
by directly contacting those clients and prospective clients, disparaging Summa and its business,
and inducing said persons to engage Counter-Defendants for services.
137. As a direct and proximate of Counter-Defendants wrongful conduct, Counter-
Claimants have suffered and continue to suffer damages in an amount to be proven at trial.
TENTH COUNTER-CLAIM
(Inducing Breach of Contract Against All Counter-Defendants)
Counter-Claim.
140. Summa had valid contractual relationships with its existing clients.
141. Counter-Defendants had knowledge of those contractual relationships.
142. Counter-Defendants intended to cause existing clients to breach their contracts
with Summa.
143. Counter-Defendants conduct caused existing clients to breach their contracts.
ELEVENTH COUNTER-CLAIM
(Negligent Interference With Prospective Economic Relations Against All Counter-
Defendants)
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Counter-Claim.
147. Counter-Claimants and its clients and prospective clients were in an economic
relationship that probably would have resulted in a future economic benefit to Counter-Claimants.
148. Counter-Defendants knew or should have known of these relationships.
149. Counter-Defendants knew or should have known that these relationships would be
disrupted if they failed to act with reasonable care.
150. Counter-Defendants failed to act with reasonable care.
151. Counter-Defendants engaged in wrongful conduct through breach of contract,
misrepresentation, fraud, and/or violation of statute.
152. The relationships were disrupted.
TWELFTH COUNTER-CLAIM
(Equitable Indemnity Against Chris Hamilton)
Counter-Claim.
155. Summa has been sued in the Hamilton Appeal Bond Action. The allegations are
predicated on wrongful conduct by Chris Hamilton.
156. Chris Hamiltons actions underpinning the Hamilton Appeal Bond Action were
fraudulent, tortious and wrongful. Those actions have caused harm, and continue to cause harm,
to Summa.
157. Accordingly Chris Hamilton is obligated to indemnify Summa from any and all
damages, costs and harm to Summa related to or arising out of the Hamilton Appeal Bond Action.
THIRTEENTH COUNTER-CLAIM
(Implied Contractual Indemnity Against Chris Hamilton)
Counter-Claim.
159. Summa has been sued in the Hamilton Appeal Bond Action. The allegations are
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predicated on wrongful conduct by Chris Hamilton.
160. Chris Hamiltons actions underpinning the Hamilton Appeal Bond Action were
fraudulent, tortious and wrongful. Those actions have caused harm, and continue to cause harm,
to Summa.
161. Chris Hamilton failed to use reasonable care in the performance of his duties
pursuant to the Executive Employment Agreement.
162. Chris Hamiltons conduct was a substantial factor in causing harm to Counter-
Claimants.
163. Accordingly, Chris Hamilton is obligated to indemnify Summa from any and all
damages, costs and harm to them related to or arising out of the Hamilton Appeal Bond Action.
FOURTEENTH COUNTER-CLAIM
(Exception to Discharge Under 11 U.S.C. 523(a)(2)(A) Against Counter-Defendants)
Counter-Claim.
165. Chris Hamilton intentionally and fraudulently misrepresented, made false
promises, concealed, and/or failed to reveal material facts that caused Counter-Claimants to enter
into the Amended Operating Agreement and invest in Summa, other than statements made in
writing.
166. Those misrepresentations, false promises, and concealments are alleged with
particularity herein.
167. Chris Hamilton knew these misrepresentations, false promises, and concealments
were not true.
168. Chris Hamilton intended that Counter-Claimants rely on these misrepresentations,
false promises, and concealments in providing money, property, services, and the investment
made by Counter-Claimants.
169. By reason of Chris Hamiltons false pretenses, false representations and actual
fraud, any judgment obtained by Counter-Claimants in this action should be excepted from the
discharge that would otherwise be available to Counter-Defendants under Title 11, United States
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Code, pursuant to 11 U.S.C. 523(a)(2)(A).
FIFTEENTH COUNTER-CLAIM
(Exception to Discharge Under 11 U.S.C. 523(a)(2)(B) Against Counter-Defendants)
Counter-Claim.
171. Chris Hamilton intentionally and fraudulently used statements regarding his,
Counter-Defendants and Summas financial condition that were materially false, including but
not limited to Counter-Defendants ability to respond to capital calls made under the Amended
Operating Agreement.
172. Chris Hamilton made such foregoing intentional and fraudulent statements of
financial condition, in writing, with the intent that Counter-Claimants rely thereon.
173. Counter-Claimants reasonably relied on the intentional and fraudulent statements
of financial condition, made by Chris Hamilton, in writing, in making the investments in Summa
described above.
174. By reason of Chris Hamiltons intentional and fraudulent false pretenses, false
representations and actual fraud, any judgment obtained by Counter-Claimants in this action
should be excepted from the discharge that would otherwise be available to Counter-Defendants
under Title 11, United States Code, pursuant to 11 U.S.C. 523(a)(2)(B).
SIXTEENTH COUNTER-CLAIM
(Exception to Discharge Under 11 U.S.C. 523(a)(4) Against Counter-Defendants)
Counter-Claim.
176. At all times after inducing Counter-Claimants to make the investment in Summa
subject to the Amended Operating Agreement, Chris Hamilton served in a fiduciary capacity in
respect of Counter-Claimants.
177. Chris Hamiltons intentional, fraudulent and willful conduct as set forth more fully
above, constituted fraud and defalcation in respect of Counter-Claimants.
178. By reason of Chris Hamiltons fraud and defalcation in respect of Counter-
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Claimants while serving in a fiduciary capacity in respect of Counter-Claimants, any judgment
obtained by Counter-Claimants in this action should be excepted from the discharge that would
otherwise be available to Counter-Defendants under Title 11, United States Code, pursuant to 11
U.S.C. 523(a)(4).
SEVENTEENTH COUNTER-CLAIM
(Exception to Discharge Under 11 U.S.C. 523(a)(6) Against Counter-Defendants)
Counter-Claim.
180. The conduct of Chris Hamilton both before and after Counter-Claimants
investment in Summa was willful and malicious and caused injury to Counter-Claimants and
property rights of Counter-Claimants.
181. By reason of Chris Hamiltons fraud and defalcation in respect of Counter-
Claimants while serving in a fiduciary capacity in respect of Counter-Claimants, any judgment
obtained by Counter-Claimants in this action should be excepted from the discharge that would
otherwise be available to Counter-Defendants under Title 11, United States Code, pursuant to 11
U.S.C. 523(a)(6).
PRAYER FOR RELIEF
WHEREFORE, Counter-Claimants pray for judgment as follows:
1. An award of money damages according to proof;
2. An award of costs of suit;
3. An award of attorneys fees and costs against Chris Hamilton pursuant to
Paragraph 13.18 of the Amended Operating Agreement;
4. An award of attorneys fees and costs against Chris Hamilton pursuant to
Paragraph 13 of the Executive Employment Agreement;
5. Preliminary and permanent injunctions enjoining the Counter-Defendants:
a. from direct competition with Summa in the tutoring and supplemental
education services business;
b. from use and disclosure of Summas Confidential Information;
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c. to return Summas Confidential Information;
d. to return possession and control of the Summa Website; and
e. to return the laptop taken by Chris Hamilton;
6. Pre-judgment and post-judgment interest at the maximum rate allowed by law;
7. An award of exemplary and punitive damages; and
8. to except from discharge under Title 11, any judgment rendered in favor of
Counter-Claimants for the reasons set forth in 11 U.S.C. 523(a)(2)(A), and/or 523(a)(2)(B),
and/or 523(a)(4), and/or 523(a)(6).
9. For such other and further relief as the Court may deem proper

Dated: May 16, 2014
DLA PIPER LLP (US)
By /s/ Frank T. Pepler
NOAH A. KATSELL
FRANK T. PEPLER
MATTHEW B. DART
ASHLEIGH L. ANGELETTI
Attorneys for Defendants
SUMMA CONSULTING, LLC, LORRAINE
W. TODD, SANFORD R. CLIMAN,
MATTHEW GARRETT, READY MADE
PICTURES, LLC, SIV SORRENTO VALLEY
INVESTMENTS, LLC, TGG MANAGEMENT
COMPANY, INC.


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