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Filing # 49097696 E-Filed 11/18/2016 03:22:17 PM

IN THE CIRCUIT COURT OF THE THIRTEENTH


JUDICIAL CIRCUIT IN AND FOR
HILLSBOROUGH COUNTY, FLORIDA
CASE NO.: 2016-CA-007958
HOLLYWALL ENTERTAINMENT, INC.,.
Plaintiff,
vs.
BLACKBRIDGE CAPITAL, LLC et al
Defendants.
_________________________________/
MOTION TO DISMISS FOR LACK OF JURISDICTION
COMES NOW, Defendant, BLACKBRIDGE CAPITAL, LLC, (BlackBridge), by and
through the undersigned counsel, and renews its prior Motion Dismiss for Lack of Jurisdiction as
amended herein to cover the new allegations in the Verified Amended Complaint and states the
following in support thereof:
1.

Although not specifically stated in the Verified Amended Complaint, Plaintiff

appears to be claiming two bases for jurisdiction under section 48.193, specific jurisdiction under
48.193(1)(a)(7) (breaching a contract obligation required to be performed in this state) or general
jurisdiction under 48.193(2) by engaging in substantial and not isolated activity within this state.
See 48.193, Fla. Stat. (2016).
2.

As for the claim of specific jurisdiction, the Affidavit of Alexander Dillon dated

September 15, 2016 (copy at Exhibit A) states the facts pertaining to the contractual relationship
between BlackBridge and the Plaintiff. The affidavit states in pertinent part the following:
10.
BlackBridge does NOT have an office or agent in the State of
Florida and is NOT operating, conducting, engaging in, or carrying on a business
or business venture in the State of Florida. Likewise, on information and belief,
Plaintiff does NOT have an office or agent in the State of Florida and is NOT
operating, conducting, engaging in, or carrying on a business or business venture
in the State of Florida. Neither Plaintiff nor BlackBridge has registered to do
business in the State of Florida. Neither Plaintiff nor BlackBridge is engaged in

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substantial, not isolated, activity within the State of Florida. It appears that the
only contact that Plaintiff has with Florida is that its stock transfer agent,
Cleartrust, is located in Florida. Thus, there is no basis for a Florida court to
exercise jurisdiction over either BlackBridge or Plaintiff pursuant to Floridas
long-arm statute, section 48.193. Jurisdiction does not exist under either
(1) section 48.193(1) which defines the specific acts that would allow a Florida
court to exercise jurisdiction over a non-resident party for one-time acts or events
involving a non-resident or (2) section 48.193(2) which defines the general
business activity that would allow a Florida court to exercise general personal
jurisdiction over a non-resident party.
11.
There is also no basis for a Florida court exercising jurisdiction
over BlackBridge with respect to the transaction which is the subject matter of the
Plaintiffs Complaint. The Convertible Promissory Note attached at Exhibit A to
Plaintiffs Complaint that governs the relationship between the Plaintiff as a
debtor and BlackBridge as a creditor was not negotiated in Florida, consummated
in Florida, nor was payment ever required to be made in Florida. Instead, all of
those things occurred or are required to occur in New York.
12.
BlackBridge negotiated with Plaintiff while BlackBridge was in its
offices in New York and Plaintiff was in its offices in Tennessee. Telephone
conferences and emails were exchanged between Plaintiff and BlackBridge while
each was in its offices to finalize the transaction. Plaintiff then entered into the
Convertible Promissory Note while in Franklin, Tennessee, not Florida, and
Plaintiff then delivered the Convertible Promissory Note to BlackBridge in its
offices in New York, New York, not Florida. The plain terms of the Convertible
Promissory Note require Plaintiff to make payments to BlackBridge in its offices
in New York, New York, not Florida.
***
15.
Plaintiff should have brought this lawsuit in New York, New York,
where the sole and exclusive jurisdiction lies pursuant to the terms of the
Convertible Promissory Note as agreed between the parties when they entered
into the transaction on June 29, 2015. On page 22 of the Convertible Promissory
Note at paragraph 6 of the Assumption and Assignment Agreement which is part
of the Convertible Promissory Note and which Plaintiff separately signed as a
party, Plaintiff agreed that New York law would govern their relationship and that
New York would be the sole venue for any disputes relating thereto, which
obviously includes the Convertible Promissory Note.
16.
There was no need to even sue Cleartrust which is the only Florida
entity that Plaintiff brought into this dispute. If Plaintiff were confident about its
assertions about the conversion price being wrong, then it could have easily
brought suit in New York, New York, the financial capital of the world, and
convinced a New York court to enter an injunction to prevent BlackBridge from
exercising its right to convert at that allegedly inaccurate conversion price. If a
New York, New York court were to enter such an injunction, then of course
BlackBridge would comply with such an injunction and not instruct the Plaintiff
to convert the debt at that price. Then Plaintiff would not issue any instructions to

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Cleartrust in Florida and there would be no need for any action by a Florida
Court.
See Exhibit A, Affidavit of Alexander Dillon dated September 15, 2016 at 10-12 & 15-16.
3.

The Court lacks specific jurisdiction over Plaintiff and BlackBridge for purpose

of resolving any disputes over the Convertible Promissory Note because it was negotiated,
consummated and otherwise conducted outside the state of Florida and does not call for any
performance on the part of BlackBridge or Plaintiff within the State of Florida.

More

importantly, the Assumption and Assignment Agreement which is part of the Convertible
Promissory Note and to which both Plaintiff and BlackBridge are parties clearly makes New
York the sole venue for any suit relating to the debt owed by Plaintiff to BlackBridge:
Applicable Law and Venue. The laws of the State of New York, without reference
to conflict of laws principles, shall govern this Agreement and the sole venue for
any suit relating hereto shall be a court in New York County, New York.
See Convertible Promissory Note at page 22 in 6 of the attached Assignment and Assumption
Agreement, Exhibit A to the Plaintiffs Complaint.
4.

Perhaps most telling is that there are no allegations that establish specific

jurisdiction under section 48.193(1) of the Florida Statutes. Plaintiff attempts to show that nonparty shareholders are being affected in Florida by alleging that its stock price will be negatively
impacted by BlackBridge converting debt to shares pursuant to the Convertible Promissory Note.
It simply does not matter if there are shareholders in Florida because the shareholders are not
named parties to this lawsuit, the corporation is. The corporation does not have any right to
bring claims for its shareholders in their capacities as shareholders. Plaintiff can only bring
claims that are the corporations causes of action. There is no derivative cause of action for a
corporation to bring in the name of its shareholders. Derivative actions are brought by owners
when the controlling parties fail to act for the benefit of the owners. The corporation does not

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control its shareholders. That is perhaps why there is no jurisprudence anywhere that supports a
derivative claim being brought by a corporation for its shareholders.
5.

Plaintiff also attempts to establish jurisdiction by its inclusion of Cleartrust which

is its stock transfer agent. However, there is no cause of action brought against Cleartrust.
Instead, Plaintiff claims that Cleartrust is an indispensable party to justify bringing this action in
Florida apparently on the belief that if it can get jurisdiction over what it calls an indispensable
party, that that somehow confers jurisdiction over BlackBridge, a non-resident which is plainly
an actual indispensable party. Cleartrust is not an indispensable party because full relief can be
granted to Plaintiff under the terms of the Convertible Promissory Note if Plaintiff is actually
damaged by a breach of the Convertible Promissory Note. Cleartrust is not an indispensable
party to Plaintiffs complaint that BlackBridge breached the Convertible Promissory Note. In
fact, Plaintiff could have obtained injunctive relief in New York which has jurisdiction to compel
BlackBridge to stop issuing conversion instructions to Cleartrust. Thus, there was never any
need to include Cleartrust to prevent further conversions from occurring.
6.

Furthermore, specific jurisdiction is lacking as to the transaction at issue in this

action because it was conducted entirely outside the state of Florida. BlackBridges sole and
principal place of business is in the state of New York from the time that BlackBridge first had
any contact or dealings with Plaintiff through the present. Plaintiffs principal place of business
is in Franklin, Tennessee and has been at all relevant times.

Neither the Plaintiff nor

BlackBridge systematically conduct business in Florida. Neither is registered to do business


within the State of Florida. Therefore, there is no connection between the transaction at issue
and the State of Florida. Therefore, the Court lacks specific jurisdiction over the Plaintiff and
BlackBridge under Floridas long-arm statute applicable to non-residents who conclude a

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transaction in Florida and then one of them breaches an obligation to be performed in Florida.
See 48.193(1)(a)(7), Fla. Stat. (2016).
7.

In its Verified Amended Complaint, the Plaintiff attempts to allege that

BlackBridge falls within the general jurisdiction of the Court pursuant to section 48.193(2) by
alleging the occurrence of several unrelated transactions that are alleged to have occurred within
Florida or with Florida entities. However, as shown by the Affidavit of Alexander Dillon dated
November 18, 2016 (copy at Exhibit B), those five unrelated transactions do not establish a
basis for general jurisdiction: (1) the Bulova transaction did not involve BlackBridge Capital but
instead occurred with a legally separate entity known as BlackBridge Capital Growth Fund,
LLC, (2) the Bebida transaction was conducted with Bebida from its offices in North Carolina,
not Florida, (3) the Western Graphite transaction was solicited by Western Graphites former
CEO who sought out BlackBridge for a loan, (4) the Metrospaces transaction involved an
assignment agreement which established exclusive venue in New York, and (5) the Paradigm
transaction involved a company that conducts business in several states not just Florida.
8.

More importantly, none of the four transactions that BlackBridge did conduct

obligated BlackBridge to do anything in Florida and each of them was closed electronically with
BlackBridge signing in New York. BlackBridge never travelled into Florida to conduct any of
those transactions. As with any debt, the creditor is required to be repaid at its offices and thus
each of the transactions require repayment to BlackBridge in New York where its office is
located. See Exhibit B, Affidavit of Alexander Dillon dated November 18, 2016.
9.

With respect to the EMAX Media transaction identified in paragraph 2 of the

Verified Amended Complaint, Mr. Dillon attests in his November 18, 2016 Affidavit (Exhibit
B) to the fact that BlackBridge did negotiate with EMAX Media directly to purchase the debt it

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held. Instead, Roxanna Green with Hollywall negotiated that debt sale with EMAX Media and
handled all aspects of having EMAX Media assign the debt it held to BlackBridge Capital.
Additionally, the EMAX Media note that was assigned to BlackBridge mandates exclusive
jurisdiction and venue in Atlanta, Georgia, not Florida. More importantly, the EMAX Media
debt is not relevant to this action because it no longer exists having been replaced by the
Convertible Promissory Note.
10.

Finally, as set forth in the Affidavit of Alexander Dillon dated November 18,

2016 (Exhibit B), BlackBridge Capital does not engage in a substantial amount of business
within the State of Florida. BlackBridge Capital did less than approximately four percent of its
total loans with Florida based entities during the two-year period identified in the Verified
Amended Complaint. The Verified Amended Complaint fails to allege any facts that would tend
to show that BlackBridge Capital has engaged in substantial, not isolated, activity in Florida as
would be required to establish general jurisdiction over BlackBridge per section 48.193(2).
MEMORANDUM OF LAW AS TO LACK OF JURISDICTION
11.

The propriety of long-arm jurisdiction in Florida is examined by means of a two-

step analysis. See Venetian Salami Co. v. Parthenais, 554 So.2d 499, 502 (Fla.1989). First, the
plaintiff must demonstrate that the defendant has met at least one of the long-arm jurisdictional
criteria set forth in section 48.193. Once this burden is satisfied, the court must then determine
whether federal due process requirements have been met, in that the defendant possesses certain
minimum contacts with the state and maintenance of the suit does not offend traditional notions
of fair play and substantial justice. International Shoe Co. v. Washington, 326 U.S. 310, 316, 66
S.Ct. 154, 158, 90 L.Ed. 95, 102 (1945) (quoting Milliken v. Meyer, 311 U.S. 457, 463, 61 S.Ct.
339, 342, 85 L.Ed. 278, 283 (1940)).

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12.

The burden of demonstrating the applicability of section 48.193 must initially be

met by pleading facts within a jurisdictional basis contained in the statute. Fla. R. Civ. P.
1.070(i); Venetian Salami, 554 So.2d at 502. If the plaintiff has pled a prima facie case for
jurisdiction, a simple motion to dismiss for lack of jurisdiction must fail, as a motion to dismiss,
without more, challenges only the facial sufficiency of the jurisdictional pleading. Venetian
Salami, 554 So.2d at 502; Grogan v. Archer, 669 So.2d 289, 292 (Fla. 5th DCA 1996). If,
however, the defendant supplements the motion with an affidavit contesting jurisdiction, then the
burden returns to the plaintiff who must, by affidavit or other sworn statement, prove a sufficient
jurisdictional basis. Venetian Salami, 554 So.2d at 50203; Grogan, 669 So.2d at 292. If the
affidavits are factually reconcilable, the trial court can resolve the issue on the basis of the
affidavits; otherwise, an evidentiary hearing must be held. Venetian Salami, 554 So.2d at 503;
Grogan, 669 So.2d at 292.
13.

Plainly the Court lacks specific jurisdiction over the transaction between

BlackBridge and Plaintiff because it was conducted entirely outside the state of Florida. The
only tenuous connection to the state of Florida is the transfer agent whose actions are not
contested in this lawsuit and with whom no party has a dispute. It was brought into this case
solely for the purpose of enjoining conversions of stock. If Plaintiff had brought this case in
New York which has jurisdiction, it could have obtained an injunction directly against
BlackBridge to prevent conversions and thus it was completely unnecessary to drag the transfer
agent into this dispute. As such, there is no specific jurisdiction under section 48.193.
14.

There is likewise no general jurisdiction based on the transactions identified in the

Verified Amended Complaint. The fact that BlackBridge engaged in at most three transactions
with a Florida based entity does not constitute substantial and not isolated activity.

The

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following quote from the Fourth DCA explains why the monetarily insignificant contacts that
BlackBridge had with Florida are insufficient to confer general jurisdiction over BlackBridge:
The continuous and systematic general business contacts sufficient to confer
general jurisdiction present a much higher threshold than those contacts
necessary to support specific jurisdiction under section 48.193(1). See Seabra,
869 So.2d at 734. One reason for requiring a more rigorous showing to establish
general jurisdiction is because jurisdiction under section 48.193(2) does not
require that a lawsuit's cause of action arise from activity within Florida, or that
there be any connection between the claim and the defendant's Florida activities.
[citations omitted]
Florida cases have found continuous systematic business contacts to confer
general jurisdiction where a nonresident defendant's activities are extensive and
pervasive, in that a significant portion of the defendant's business operations or
revenue derived from established commercial relationships in the state. Such
contacts have also been found where the defendant continuously solicits and
procures substantial sales in Florida.
Trustees of Columbia Univ. In City of New York v. Ocean World, S.A., 12 So. 3d 788, 79293
(Fla. 4th DCA 2009). As set forth in the Affidavit of Alexander Dillon dated November 18,
2016, Exhibit B, BlackBridge Capitals business with entities located in Florida constitutes less
than approximately four percent of the loans it makes. Such a small percentage of its portfolio
cannot satisfy the general jurisdiction prong of the long-arm statute:
A defendant's level of business in Florida is insufficient to constitute continuous
and systematic business activities where only a de minimis percentage of the
company's total volume of business and its yearly revenue was derived from its
business relationships in Florida. See TRW Vehicle Safety Sys. Inc. v. Santiso, 980
So.2d 1149, 1153 (Fla. 4th DCA 2008) (holding that exercising general
jurisdiction over defendant was improper where its actual sales in Florida were a
small percentage of the total sales and therefore these sales were de minimis );
Snow v. DirecTV, Inc., 450 F.3d 1314 (11th Cir.2006) (declining to exercise
general jurisdiction where defendant derived less than 1% of its revenues
from matter connected to Florida and did not solicit Florida clients);
Associated Trans. Line, Inc. v. Productos Fitosanitarios Proficol El Carmen,
S.A., 197 F.3d 1070, 1075 (11th Cir.1999) (finding that nine sales procured in
a four-year period were insufficient to support general jurisdiction); Horizon
Aggressive Growth, L.P. v. Rothstein-Kass, P.A., 421 F.3d 1162, 1167 (11th
Cir.2005) (finding that where defendant had only six Florida clients who
accounted for, at most, less than 5% of its gross revenue, such acts did not

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establish that defendant was engaged in a general course of business);


Milberg Factors, Inc. v. Greenbaum, 585 So.2d 1089, 1091 (Fla. 3d DCA 1991)
(finding defendant's contacts did not support specific or general jurisdiction when
defendant's only business contacts with the forum amounted to less than 2% of
defendant's revenue); accord Dalton v. R & W Marine, Inc., 897 F.2d 1359, 1362
& n. 3 (5th Cir.1990) (holding that it is improper to exercise general jurisdiction
when defendant's purchases combined with its sales in the forum yielded 12.9%
of its total income).
Trustees of Columbia Univ. In City of New York v. Ocean World, S.A., 12 So. 3d 788, 794 n. 2
(Fla. 4th DCA 2009) (emphasis added).
15.

As such, this Complaint should be dismissed and the Court should reserve

jurisdiction to consider sanctions against the Plaintiff and its counsel for bringing this utterly
frivolous lawsuit for which there was never any basis for jurisdiction and was plainly brought
solely for the purpose of preventing BlackBridge Capital from exercising its lawful conversion
rights and was done in bad faith:
As we have . . . stated, Clearly, a trial judge has the inherent power to do those
things necessary to enforce its orders, to conduct its business in a proper manner,
and to protect the court from acts obstructing the administration of justice. Levin,
Middlebrooks, Mabie, Thomas, Mayes & Mitchell, P.A. v. United States Fire Ins.
Co., 639 So.2d 606, 608-09 (Fla.1994). Most recently, the Court in Bitterman v.
Bitterman, 714 So.2d 356, 365 (Fla.1998), recognized the inherent authority of a
trial court to award attorneys' fees for bad faith conduct against a party, even
though no statute authorized the award
Moakley v. Smallwood, 826 So. 2d 221, 224 (Fla. 2002)(emphasis added). Plaintiffs counsel
filing of this utterly baseless and frivolous lawsuit which on its face shows a complete lack of
jurisdiction and a justiciable controversy in this Court should be sanctioned by this Court by
awarding to BlackBridge the attorneys fees and costs it incurred to have this case dismissed.
WHEREFORE Defendant, BlackBridge, requests that this Honorable Court dismiss this
case for a complete want of jurisdiction having been plead nor that could be plead, and sanction
Plaintiff and its counsel for this bad faith lawsuit in the amount of the attorneys fees and costs

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incurred by BlackBridge and grant such other and further relief as justice may demand.
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing instrument was emailed to the below
service list on November 18, 2016.
BRYAN J. YARNELL, PLLC
712 U.S. HWY One, 301-24
North Palm Beach, FL 33408
(561) 952-0671 Phone
(561) 828 6296 Fax
Service Email: bryan@civillawflorida.com
Correspondence: gio@civillawflorida.com
By: /s/ Bryan Yarnell
Bryan J. Yarnell, Esquire
Florida Bar Number: 088900
SERVICE LIST
Craig Huffman, Esq.
Securus Law Group, PA
Counsel for the Plaintiff
13046 Racetrack Rd., #243
Tampa, FL 33626
Tel: (888) 914-4144
Fax: (888) 783-4712
Craig@securuslawgroup.com

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EXHIBIT A
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CASE
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an over
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of eighteen
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name
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19.
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isand
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theto
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or agentNote
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have
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Tennessee,
not
Florida,
and Plaintiff
thenPlaintiff
Convertible
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on
Likewise,
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ry
ais
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except
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my
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affidavit
this
shares
16.
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was
no
need
to
even
sue
Cleartrust
which
is
the
only
Florida
entity
that
into
debt
t
delinquen
of Plaintiff's
already
followed Blackbridge's
to New
the Plaintiff
to
convert
the The
shares
at athe
priceofset
or
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on
or carrying
in,
Blackbridge
itsisoffices
ininstruction
New York,
York,
not
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plain
terms
the
engaging
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of Florida in
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ble
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the
under
belief.
and
shares
information
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to
statement
debt
the
convert
must
st
Plaintiff
brought
into
this
dispute.
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Plaintiff
were
confident
about
its
assertions
about
the
no dispute as to whether Cleartru
forth
in
the
Convertible
Promissory
Note.
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has
thus
already
issued
the
share
to doin
has registered
Convertible
Promissory
Note
make payments
to Blackbridge
in its offices
nor Blackbridge
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Florida.Plaintiff
ofrequire
in the State
venture
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which
It is
LLC
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ry Note.
2.ry Note
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the Managing
blein("Blackbridge")
I am
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price
being
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have
suit
New York,
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York,
Cleartrus
because
Promisso
certificates
and
delivered
them to Blackbridge that Plaintiffs Complaint and Amended
not
New York,
New
York,
not Florida.
is engaged in substantial,
nor Blackbridge
Plaintiff
Neither to
ofa Florida.
State
in the
business
a Delaware
is injunction
Blackbridge
cause.
above-captioned
the
onceto
party-defendant
as
Plaintiff
named
been
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has
from
ons
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follow
must
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agent
the financial
capital
the world,
and
convinced
a New
York
court
to enter
transfer
ty of
a third-par
simply
Complaint
request for an injunction seek to prevent from being issued. Therefore, the
13.and Prior
tothe
entering
into
the Convertible
purchased
Promissory
Note, Blackbridge
has
Plaintiff
thatYork,
that the
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Florida.
of
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within
activity
isolated,
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and is
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t debt
delinquen
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to
election
its
prevent
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from
exercising
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to convert
convert
at that
allegedly
inaccurate
conversion
of
Blackbridge notifies the Plaintiff
entirety of Plaintiffs injunction request has been mooted as has the need for the presence of
$25,000
ofisathat
$50,000
debttransfer
that Plaintiff
to a company
known
as EMAX
no
there isLLC
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in Florida.
is located
Cleartrust,
agent,owed
its stock
Florida
with
Plaintiff.
creditor
es of
employe
to severalthen
wasansent
email
anto
price.
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New
York,
YorkIcourt
were
enterthat
such
injunction,
of course
received
25, 2016,
AugustNew
7.
On
Cleartrust as a party.
("EMAX").
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not
an affiliate
of theover
Plaintiff
nor
of Blackbridge.
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original
note
to
pursuant
or Plaintiff
Blackbridge
jurisdiction
exercise
courtisto
for a3.Florida
basis
place
principal
its
corporation
Nevada
is aeither
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nts.
attachme
as not
1, without
hereto
Exhibit
is annexed
email
Blackbridge
such
an injunction
and
instruct
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Plaintiff
to convert
the
thatwith
ofHollywall
copycomply
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dge. would
Blackbri
FURTHER AFFIANT SAYETH NAUG
evidencing
the $50,000
debt
was48.193.
madeisby
Plaintiff
and
delivered
to under
EMAX
on November
3,
(1) section
not exist
does
Jurisdiction
section
statute,
long-arm
Convertible
the
toeither
Florida's
pursuant
Blackbridge
toPlaintiffs
indebted
and
Tennessee,
Franklin,
of business
its
of
copies
PDF
and
t
Complain
of
copy
PDF
a
of
debt
atUnder
that
price.
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Plaintiff
would
not
issue
any
instructions
to
Cleartrust
in
Florida
and
consisted
email
the
to
nts in
attachme
penalties of perjury, I declare that I hav ad the foregoing instrument and that the
2013. which defines the specific acts that
jurisdiction
to
court
Florida
aEmergency
allowthat
would
Complaint
Verified
Plaintiff's
A to
Exhibit
as action
48.193(1)
attached
facts
stated
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itNote
are
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best
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on
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effecting
beexercise
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there
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need
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exhibits.
three
14. EMAX then assigned $25,000 of
that("Plaintiff's
debt
to Blackbridge
on Juneor23,
2015.
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section
(2)
non-resident
aagreed
involving
Complaint").
events
or
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acts
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for one-time
andfor
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party
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a non-resident
over
of
service
of
waive
to
dge
Blackbri
unless
email
his
than
17.
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course,
Plaintiff
did
not
choose
to
litigate
in
New
York,
New
York,
because
other
Blackbridge by means
June 29, 2015, Plaintiff's board approved the EMAX assignment to aBlackbridge.
OntoLiability
that
same
exercise
court
Florida
Limited
is a Florida
LLC,allow
that would
Cleartrust,
belief,activity
and
4.
information
business
On
general
the
defines
which
48.193(2)
1. the conversion price selected by Blackbridge
Plaintiff See
is aware
that
Exhibit
ON is accurate and what was
process.
day, Plaintiff retired that assigned debt by issuing a new Convertible
Promissory Note to
zyxwvutsrqponmlkjihgfedcbaZYXWVUTSRQP
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2016,
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be why it
This
instrument
has
been
verified
under
penalty
of
perjury
without
notarization
Blackbridge. That new Convertible Promissory Note is attached to the Plaintiff's Complaintas
and
allowed
92.525,
Fla. to
Stat.
New York offices. Based on the email sent by Plaintiffs
its(2014).
delivery
FedEx
nt by by
Complai

11/18/2016 3:22 PM Electronically Filed: Hillsborough County/13th Judicial Circuit Page 16

IN THE CIRCUIT COURT OF THE 13TH


JUDICIAL CIRCUIT IN AND FOR
HILLSBOROUGH COUNTY, FLORIDA
CASE NO.: 2016-CA-007958
HOLLYWALL ENTERTAINMENT, INC.,
Plaintiff,
vs.
BLACK.BRIDGE CAPITAL, LLC et al
----=D'-'e=fe=n=d=a=n=ts""".- - - - - - - ~ /
AFFIDAVIT OF ALEXANDER DILLON
(November 18, 2016)
STATE OF NEW YORK
COUNTY OF NEW YORK
BEFORE ME, the undersigned authority, personally appeared Alexander Dillon who,
upon first being duly sworn, deposes and says:
I.

My name is Alexander Dillon, I am over the age of eighteen (18) years and make

this affidavit based on my personal knowledge except where it is indicated that I am making a
statement upon information and belief.
2.

I am the Managing Partner of Blackbridge Capital, LLC ("Blackbridge") which

has been named as a party-defendant to the above-captioned cause. Blackbridge is a Delaware


Limited Liability Company with its principal place of business in New York, New York, and is a
creditor of the Plaintiff.
3.

I note that the Verified Amended Complaint that was recently filed is not verified

as to the specific facts stated therein nor does it have any evidence supporting those assertions.
Instead it is based on SEC filings.
4.

The amount of the loans that BlackBridge has made to entities that are located

within the state of Florida totals less than approximately four percent (4% )fn 1 of the loans made
,>

by BlackBridge during the years 2014 through 2016-the time period for the transactions
identified in paragraph 2 of the Verified Amended Complaint.

fnl

zyxw

The approximate percentage used herein is based on a preliminary review of


BlackBridge's records. The exact percentage will be provided in a supplemental affidavit
after BlackBridge completes a more thorough review of its records.

EXHIBIT B

11/18/2016 3:22 PM Electronically Filed: Hillsborough County/13th Judicial Circuit Page 17

CASE NO.: 2016-CA-007958


Affidavit of Alexander Dillon (November 18, 2016)
Page 2 of3

5.

Although BlackBridge Capital, LLC, did engage in the transactions with Pardigm

Oil & Gas, Inc., Bebida Beverage Co., Western Graphite Corp., Metrospace, Inc., and EMAX
Media, Inc., those deals were initiated through deal brokers and others contacting BlackBridge at
its offices in New York, or

cold calls made from BlackBridge's offices in New York,

BlackBridge never travelled into the State of Florida for any deals, it closed all of those deals
electronically with BlackBridge signing in New York, and the borrowers were all required to
make payments to BlackBridge in New York.

The Company's records show that the

transactions identified in paragraph 2 of the Verified Amended Complaint were conducted as


follows:
5 .1

Paradigm Oil & Gas, Inc. This transaction was closed electronically with
BlackBridge signing in New York. Although Blackbridge was introduced
to Paradigm Gas & Oil Inc. (by one of its employees/contractors - was a
cold call), BlackBridge never travelled into the State of Florida to meet
with Paradigm Oil & Gas, Inc. In fact, Paradigm Oil & Gas, Inc. is a
Nevada corporation and it does business in several states.

5.2

Bebida Beverage Co. This transaction occurred in New York and North
Carolina where Bebida Beverage Co. was located when the transaction
closed and is still located. A meeting occurred with a representative of
Bebida Beverage Co. in New York. Contrary to the allegations in the
Verified Amended Complaint it is not a Florida entity. Instead the
convertible note shows that Bebida Beverage Co. is a Wyoming
Corporation with an address of 125 F Trade Court #9, Mooresville, NC
28117 which is also the address listed on the OTC Markets Website:
http://www.otcmarkets.com/stock/BBDA/profile.

5.3

Western Graphite Inc. - The former CEO of Western Graphite, Inc.,


posted on Linkedln a solicitation for anyone to buy the company's debt.
Although Western Graphite, Inc. was located in Florida at that time, that
company reached out to BlackBridge in New York and no one from
BlackBridge ever travelled to Florida as part of that transaction. The
Company is a Nevada corporation and is currently located in East
Meadow, New York. If any dispute arose between the parties over this
debt, it would obviously occur in New York, not Florida.

5.4

Metrospaces, Inc. -Metrospaces, Inc., is a Delaware corporation and it


was introduced to BlackBridge through a deal broker. Richard Astrom,
the company's creditor, assigned his debt to BlackBridge and
Metrospaces, Inc., as the debtor did a board resolution authorizing the
assignment agreement and that agreement makes the governing law of
New York applicable without regard to conflicts of law principles and
places the sole venue for any dispute related to the debt in New York

zyx

11/18/2016 3:22 PM Electronically Filed: Hillsborough County/13th Judicial Circuit Page 18

CASE NO.: 2016-CA-007958


Affidavit of Alexander Dillon (November 18, 2016)
Page 3 of3

County, New York.


governing law.

The convertible note also makes New York the

5.5

EMAX Media, Inc. Roxanna Green negotiated all transaction details with
EMAX Media, Inc. Black.Bridge did not conduct any of the negotiations
and did not travel to Florida or in any way contact EMAX Media, Inc. to
purchase the debt that Hollywall Entertainment owed to EMAX Media,
Inc. Furthermore, the EMAX Media note that Black.Bridge bought states
that jurisdiction for any dispute involving that note belongs exclusively in
Atlanta, Georgia.

6.

Contrary to the allegations in paragraph 2 of the Verified Amended Complaint,

BlackBridge Capital, LLC, did not engage in any transaction with Bulova Technologies Group,
Inc. An entity known as Blackbridge Capital Growth Fund; LLC, did engage in a transaction
with Bulova Technologies Group, Inc. However, BlackBridge Capital Growth Fund, LLC, has
no legal relationship with Black.Bridge Capital, LLC, which is neither a parent or subsidiary of
BlackBridge Capital Growth Fund, LLC. Thus, Black.Bridge Capital Growth Fund, LLC, is
neither a parent or subsidiary of Black.Bridge Capital, LLC.
7.

Finally, respecting the $10,000 cash bond that is sitting in our Florida attorney's

trust account, Black.Bridge Capital has not received any of those funds. The order did not require
the payment of those funds to Black.Bridge Capital but instead simply ordered the payment of a
cash bond as a condition of the issuance of an injunction. It is Black.Bridge's understanding that
the Court did not order the issuance of the bond money to be paid to Black.Bridge as a payment
of the debt because the Court had not yet determined that it had the jurisdiction to order such a
payment to be made. Moreover, if it were intended as a payment, it should have been made
directly to Black.Bridge Capital, not its attorney and not as a bond.
FURTHER AFFIANT SAYETH NAUGH .

Under penalties of perjury, I declare that I ha e read the foregoing instrument and that the
facts stated in it are true to the best ofmy knowled

November 18, 2016


Date

nd belief. 2

zyxwvu

This instrument has been verified under penalty of perjury without notarization as
allowed by 92.525, Fla. Stat. (2014).

11/18/2016 3:22 PM Electronically Filed: Hillsborough County/13th Judicial Circuit Page 19