Michael Weiss v. Lisa Janloo

IN THE DISTRICT COURT OF OKLAHOMA COUNTY STATE OF OKLAHOMA MICHAEL WEISS, as a Member of and ) Derivatively on behalf of MIDWEST COPY ) AND MORE, LLC, an Oklahoma limited ) liability company, and individually, and ) CHRISTINA MAHONEY, as a Member of and ) Derivatively on behalf of MIDWEST COPY ) AND MORE, LLC, an Oklahoma limited ) liability company, and individually, ) Plaintiffs vs. LISA JANLOO, aka Lisa Mahmoodjanloo ) individually, and as a Member of MIDWEST ) COPY AND MORE, LLC, an Oklahoma ) limited liability company, Defendant MIDWEST COPY AND MORE, LLC, an ) Oklahoma limited liability company ) Nominal Defendant Case No. FILED DISTRICT COURT OKLAHOMA COUNTY, OKLAHOMA February 16, 2026 9:15 PM RICK WARREN, COURT CLERK Case Number CJ-2026-1226 VERIFIED PETITION FOR MEMBER DERIVATIVE ACTION AND INDIVIDUAL MEMBER DIRECT ACTION COMES NOW, the Plaintiffs, Michael Weiss, individually and as a Member of and Derivatively on behalf of Midwest Copy and More, LLC, an Oklahoma limited liability company, and Christina Mahoney, individually and as a Member of and Derivatively on behalf of Midwest Copy and More, LLC, for their claims against the Defendant, Lisa Janloo, individually and as a Member of Midwest Copy and More, LLC, an Oklahoma limited liability company, hereby state and allege as follows: PARTIES, JURISDICTION AND VENUE 1. Midwest Copy and More, LLC ("the Company" or "Midwest Copy") is an Oklahoma limited liability company with its principal place of business located in Midwest City, Oklahoma County, Oklahoma. 2. Plaintiff Michael Weiss ("Mike") is an individual residing in Oklahoma County, State of Oklahoma, and is a member of Midwest Copy and More, LLC. 3. Plaintiff Christina Mahoney ("Tina" or "Christina") is an individual residing in Oklahoma County, State of Oklahoma, and is a member of Midwest Copy and More, LLC. 4. Plaintiffs Mike and Tina collectively own fifty percent (50%) of the membership interests in Midwest Copy and More, LLC. 5. Defendant Lisa Janloo ("Lisa" or "Defendant") is an individual residing in Oklahoma County, Oklahoma, and is a member of Midwest Copy and More, LLC, owning fifty percent (50%) of the membership interests. 6. The majority, if not all, of the events and circumstances underlying this lawsuit occurred in Oklahoma County, Oklahoma. 7. This Court has jurisdiction over the parties and subject matter of this lawsuit, and is the correct venue pursuant to 12 O.S. § 134. FACTUAL BACKGROUND 8. Plaintiffs hereby adopt, incorporate and reallege paragraph nos. 1 through 7 herein. 9. Midwest Copy and More, LLC was formed on or about July 2025 when Plaintiffs and Defendant acquired an existing print business located in Midwest City, Oklahoma. 10. There is no written operating agreement governing the Company, and the Company is therefore governed by the provisions of the Oklahoma Limited Liability Company Act, 18 O.S. §§ 2000 et seq. 11. Pursuant to the ownership arrangement, Plaintiffs Mike and Tina collectively own fifty percent (50%) of the Company, and Defendant Lisa owns fifty percent (50%) of the Company, creating a 50-50 ownership structure. 12. At the time of acquisition, Plaintiffs paid the entirety of the purchase price for the business, approximately twenty thousand dollars ($20,000.00). 13. Defendant Lisa contributed no funds toward the purchase price. 14. Plaintiffs and Defendant agreed that Lisa would repay Plaintiffs ten thousand dollars ($10,000.00) for her half of the purchase price. 15. Despite repeated requests and attempts to formalize repayment terms, Defendant has failed and refused to repay any portion of the ten thousand dollars ($10,000.00) owed to Plaintiffs. 16. Following the acquisition, Plaintiff Tina worked at the business on a daily basis, managing operations, serving customers, overseeing employees, and performing all necessary functions to operate the print shop. 17. Defendant Lisa did not work at the business on a regular basis, claiming that her campaign for Oklahoma Labor Commissioner prevented her from working in the shop, though she stated she would promote the business. No evidence of any promotions have been presented to Plaintiffs. 18. The business lease is in the Company's name and is guaranteed by by a separate entity owned 100% by Plaintiffs. 19. All equipment, including two new printers acquired after the purchase, was financed through WLM Investments, LLC (an entity controlled by Plaintiffs) and/or personally guaranteed by Plaintiffs. Defendant signed for none of this equipment and provided no guarantees. 20. On Monday, February 9, 2026, following a dispute over an employee matter, Defendant sent Plaintiff Tina a text message stating that she (Defendant) wanted to be bought out of the business. 21. Plaintiffs agreed to discuss a buyout and awaited Defendant's proposed buyout terms, which Defendant promised to provide on Tuesday morning, February 10, 2026 22. Following an employee's departure on Monday, February 9, 2026, and because the former employee still possessed a key to the business premises and Defendant had expressed her desire to be bought out, Plaintiff Tina changed the locks to the business premises on Tuesday, February 10, 2026, as a reasonable security measure to protect Company property and prevent unauthorized access by the former employee. 23. Plaintiff Tina also changed passwords to Company email accounts and other online business accounts for security purposes. 24. On Tuesday night, February 10, 2026, Defendant contacted Plaintiff Mike and demanded to be let into the business premises, threatening to break down the door if not granted access. 25. Plaintiff Mike, in an attempt to avoid property damage and confrontation, agreed to let Defendant into the premises. 26. Upon gaining access to the business premises on the night of Tuesday, February 10, 2026, Defendant wrongfully seized, removed, and converted substantial Company property, records, and assets, including but not limited to: a. Company computers (which had been contributed to the Company by Defendant in non-working condition and were subsequently repaired using parts purchased by the Company and/or Plaintiffs, making them Company property); b. All or substantially all Company business records, including customer files, vendor files, and transactional records; c. All or substantially all Company employee records, including records containing employees' Social Security numbers and other sensitive personal identifying information; d. Company cash receipts from daily operations, including cash contained in daily operational folders used for business transactions, the amount of which is unknown to Plaintiffs but constitutes funds belonging to the Company; e. All Company bank account information, records, and documentation; f. Company checkbooks and blank checks; g. Company credit card statements; h. All or substantially all outstanding customer invoices, including invoices for customers who mail payment, thereby depriving the Company of the ability to collect accounts receivable; i. All business licenses, permits, and certificates that are required to be posted at the business premises for lawful operation; j. All tax-related documents and records necessary for the Company's tax compliance and filing obligations; k. Defendant's personal campaign invoices that reflected amounts owed by Defendant to the Company for campaign-related printing services provided by the Company; and l. Personal credit card statements belonging to Plaintiff Tina. 27. Defendant's seizure and removal of these business records, licenses, permits, cash receipts, invoices, and other property was done without Plaintiffs' knowledge, consent, or authorization. 28. Defendant's actions in removing essential business records, licenses, permits, bank account information, outstanding invoices, and cash receipts have severely impaired and continue to impair the Company's ability to operate its business, collect accounts receivable, maintain proper financial records, comply with regulatory requirements, and conduct ordinary business operations. 29. On or about Wednesday, February 11, 2026, or Thursday, February 12, 2026, Defendant unilaterally went to the Company's bank and caused Plaintiff Tina's name to be removed from the Company bank account. 30. Prior to Defendant's action, both Plaintiff Tina and Defendant Lisa were listed as owners on the Company bank account with equal authority. 31. Defendant's unilateral removal of Plaintiff Tina from the Company bank account was done without notice to or consent of Plaintiff Tina or Plaintiff Mike. 32. As a result of Defendant's action, Plaintiff Tina lost all access to Company banking information, transaction history, and account records, and lost the ability to conduct banking transactions on behalf of the Company. 33. Plaintiffs are informed and believe, and on that basis allege, that Defendant may have provided the bank with false or misleading documentation, or documentation created without Plaintiffs' knowledge or consent, to effectuate the removal of Plaintiff Tina from the account. 34. Plaintiff Tina, based on a relationship of trust and friendship with Defendant, permitted Defendant to use Plaintiff Tina's personal credit card for certain expenses, with the understanding that Defendant would make regular monthly payments on the card. 35. Defendant failed and refused to make the agreed-upon monthly payments. 36. Defendant currently owes Plaintiff Tina approximately two thousand dollars ($2,000.00) on the personal credit card. 37. Despite owing this personal debt to Plaintiff Tina, Defendant seized and removed Plaintiff Tina's personal credit card statements from the business premises on February 10, 2026. 38. Upon information and belief, Defendant also maintained records at the business premises reflecting the amount she owed to Plaintiff Tina on the personal credit card, and Defendant seized those records as well. 39. Plaintiff Tina has since canceled the credit card to prevent further charges by Defendant. 40. Defendant utilized the Company's printing services to produce campaign materials for her political campaign for Oklahoma Labor Commissioner. 41. Defendant owes the Company substantial sums for these printing services. 42. Upon information and belief, the outstanding amount owed by Defendant to the Company for campaign printing services exceeds several thousand dollars. 43. Defendant has failed and refused to pay the Company for these services. 44. On February 10, 2026, when Defendant seized Company records, Defendant also seized the invoices reflecting the amounts she owed to the Company for her campaign printing services, further evidencing her intent to avoid payment and deprive the Company of documentation necessary to collect the debt. 45. As a direct result of Defendant's wrongful seizure of Company property, records, cash, invoices, licenses, permits, and bank account information, and her exclusion of Plaintiffs from the Company's bank account, the Company has suffered and continues to suffer substantial harm, including but not limited to: a. Loss of daily cash receipts taken by Defendant, the full amount of which is unknown; b. Inability to collect outstanding accounts receivable due to removal of customer invoices; c. Inability to maintain accurate and complete financial records; d. Inability to comply with regulatory and licensing requirements due to removal of licenses and permits; e. Inability to reconcile bank transactions and maintain proper accounting; f. Potential exposure to liability and regulatory penalties due to the removal of employee records containing Social Security numbers and other sensitive personal information; g. Disruption of ordinary business operations and loss of business opportunities; h. Loss of goodwill and customer confidence; i. Loss of the ability to pay vendors and suppliers due to removal of bank account access and vendor records; j. Costs and expenses associated with attempting to recreate records, obtain duplicate licenses and permits, and restore operational capacity; and k. Loss of use of Company funds and assets wrongfully retained by Defendant. 46. The Company and Plaintiffs continue to suffer ongoing and irreparable harm due to Defendant's wrongful retention of Company property and records and exclusion of Plaintiffs from Company banking and operations. DIRECT AND DERIVATIVE NATURE OF CLAIMS 47. Plaintiffs hereby adopt, incorporate and reallege paragraph nos. 1 through 46 herein. 48. Certain of the wrongs alleged herein constitute direct injuries to Plaintiffs in their capacity as members of the Company, including but not limited to Defendant's interference with Plaintiffs' statutory rights to inspect and copy Company records, Defendant's exclusion of Plaintiff Tina from the Company bank account, and Defendant's personal indebtedness to Plaintiffs. 49. Certain of the wrongs alleged herein constitute injuries to the Company itself, for which Plaintiffs bring derivative claims on behalf of the Company, including but not limited to Defendant's conversion and wrongful retention of Company property, cash, records, and assets; Defendant's breach of fiduciary duties owed to the Company; Defendant's failure to pay debts owed to the Company; and Defendant's actions impairing the Company's operations and financial condition. 50. Plaintiffs were members of the Company at the time of the wrongful acts alleged herein, continue to be members, and fairly and adequately represent the interests of the Company and its members in prosecuting the derivative claims. DEMAND FUTILITY 51. Plaintiffs hereby adopt, incorporate, and reallege paragraphs 1 through 50 as if fully set forth herein. 52. Under 18 O.S. § 2052, a derivative complaint must plead with particularity any effort to secure initiation of the action by those authorized to cause the LLC to sue in its own right. 53. The Company has no operating agreement and no designated managers. Pursuant to 18 O.S. § 2013, management is vested in its members. The Company has only two members, Plaintiffs collectively holding 50 percent and Defendant holding 50 percent. Management authority is therefore equally divided, and neither side may unilaterally cause the Company to initiate litigation. 54. The derivative claims asserted herein seek recovery from Defendant personally for her own misconduct against the Company, including conversion of Company property and records, exclusion of Plaintiffs from Company banking, breach of fiduciary duties, interference with operations, and unjust enrichment. Defendant is the sole alleged wrongdoer and the only other member with authority to authorize litigation on the Company’s behalf. 55. Any demand would necessarily require Defendant to cause the Company to sue herself for her own alleged misconduct. As a 50 percent member with equal management authority and a direct personal and financial interest in preventing such litigation, Defendant would not authorize the Company to pursue claims against her. Under these circumstances, a pre suit demand would be futile because no person authorizes a lawsuit against themselves. 56. Plaintiffs therefore did not make a formal demand prior to filing this action, as such demand would have been certain to be refused and would have served only to delay necessary relief to the Company. This derivative action is proper to protect the Company’s interests. COUNT I - DERIVATIVE BREACH OF FIDUCIARY DUTY AND STATUTORY DUTIES OF LOYALTY, GOOD FAITH, AND CARE 57. Plaintiffs, on behalf of the Company, hereby adopt, incorporate and reallege paragraph nos. 1 through 56 herein. 58. Under 18 O.S. § 2016(A), managers and members exercising management authority owe duties to the Company and its members. 59. Under 18 O.S. § 2016(B), a manager or managing member must discharge duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the manager or managing member reasonably believes to be in the best interests of the limited liability company. 60. Under 18 O.S. § 2016(C), a manager or managing member who receives a benefit from a transaction connected with the conduct of the Company's business, or from the use of Company property, must account to the Company and hold as trustee for it any profit or benefit derived, unless the transaction and benefit were disclosed and authorized by members holding a majority of interests not held by the manager or managing member. 61. Defendant, as a fifty-percent (50%) member with management authority in the Company, owes fiduciary duties to the Company, including duties of loyalty, good faith, and care. 62. Defendant breached her fiduciary duties to the Company by engaging in the following conduct: a. Wrongfully seizing and removing Company property, records, and assets from the Company's place of business; b. Wrongfully converting Company cash receipts for her own use or benefit, or depriving the Company of the use and benefit of such cash; c. Wrongfully seizing and retaining Company business records, customer invoices, vendor records, financial records, bank records, employee records, licenses, permits, and other essential business documents; d. Unilaterally excluding Plaintiff Tina from the Company's bank account, thereby depriving Plaintiffs of access to banking information and impairing their ability to monitor and oversee Company financial affairs; e. Using her position and access to Company property and information to appropriate Company assets and information for her personal benefit and to the detriment of the Company; f. Failing to account to the Company for cash receipts, funds, and property removed from the business; g. Failing to pay the Company for printing services provided by the Company for Defendant's personal political campaign, and seizing the invoices documenting the debt owed; h. Acting in bad faith and in a manner contrary to the best interests of the Company by impairing the Company's operations, preventing the Company from accessing its own records and property, and preventing the Company from collecting accounts receivable; i. Placing her personal interests above the interests of the Company; and j. Failing to exercise the care an ordinarily prudent person would exercise, including by removing essential business records and licenses necessary for lawful operation of the Company. 63. Defendant's breaches of fiduciary duty were willful, intentional, and done in bad faith. 64. Defendant's conduct was not disclosed to or authorized by Plaintiffs. 65. As a direct and proximate result of Defendant's breaches of fiduciary duty, the Company has suffered damages, including but not limited to loss of cash receipts, loss of accounts receivable, loss of use of Company property and records, impairment of operations, costs of attempting to restore operations, and other consequential damages in an amount to be proven at trial. 66. Pursuant to 18 O.S. § 2016, Defendant must account to the Company and hold as trustee for the Company any profit or benefit derived from her wrongful conduct. COUNT II (DERIVATIVE) CONVERSION OF COMPANY PROPERTY 67. Plaintiffs, on behalf of the Company, hereby adopt, incorporate and reallege paragraph nos. 1 through 66 herein. 68. The Company is the owner of substantial tangible personal property, including but not limited to: business records, customer files, vendor files, employee records, financial records and documents, bank account records, checkbooks and checks, invoices, cash receipts, computers and computer equipment, credit card statements, business licenses, permits, certificates, and other tangible property used in and necessary for the Company's business operations. 69. Defendant wrongfully seized and removed said property from the Company's place of business on or about February 10, 2026. 70. Defendant wrongfully exercises dominion and control over said property in denial of and inconsistent with the Company's ownership rights. 71. Defendant has failed and refused to return said property to the Company despite demand. 72. Defendant's wrongful seizure, retention, and exercise of control over the Company's tangible personal property constitutes conversion. 73. As a direct and proximate result of Defendant's conversion, the Company has been damaged in an amount equal to the value of the converted property and the consequential damages flowing from the conversion, including loss of use of the property, impairment of business operations, lost profits, and costs incurred in attempting to replace or recreate the converted property and records. 74. Defendant's conversion was willful, intentional, and done with reckless disregard for the Company's rights, warranting an award of punitive damages. COUNT III (DERIVATIVE) REPLEVIN AND CLAIM FOR IMMEDIATE POSSESSION OF COMPANY PROPERTY 75. Plaintiffs, on behalf of the Company, hereby adopt, incorporate and reallege paragraph nos. 1 through 74 herein. 76. The Company is entitled to immediate possession of its tangible personal property, including but not limited to: all business records, customer files, vendor files, employee records, financial records, bank account information and records, checkbooks and blank checks, cash receipts and daily operational folders, customer invoices (including all outstanding invoices for accounts receivable), computers and computer equipment that are Company property, business licenses, permits, certificates, tax records and documents, and all other Company records and property currently wrongfully detained and withheld by Defendant. 77. Defendant wrongfully detains and withholds possession of said property. 78. The Company has demanded return of its property, but Defendant has failed and refused to return it. 79. The Company is entitled to immediate possession of said property. 80. Pursuant to Oklahoma's replevin statutes, the Company seeks an order directing Defendant to immediately deliver possession of all Company property to Plaintiffs or to the Company at its principal place of business. COUNT IV (DERIVATIVE) UNJUST ENRICHMENT, RESTITUTION, AND CONSTRUCTIVE TRUST 81. Plaintiffs, on behalf of the Company, hereby adopt, incorporate and reallege paragraph nos. 1 through 80 herein. 82. Defendant has received and retained benefits at the expense of the Company, including but not limited to: a. Company cash receipts wrongfully seized and retained; b. The value of printing services provided by the Company to Defendant's political campaign, for which Defendant has not paid; c. The use and benefit of Company property and records wrongfully retained; d. The exclusive control and use of the Company's bank account to the exclusion of Plaintiffs; and e. Other benefits derived from Defendant's wrongful conduct. 83. Defendant's retention of these benefits is unjust under the circumstances. 84. Defendant received these benefits as a result of her wrongful conduct, breach of fiduciary duty, and conversion of Company property and assets. 85. It would be unjust and inequitable to permit Defendant to retain these benefits. 86. The Company is entitled to restitution in an amount equal to the value of all benefits unjustly retained by Defendant. 87. The Company is further entitled to imposition of a constructive trust upon any identifiable funds, property, or proceeds wrongfully obtained or retained by Defendant, requiring Defendant to hold such funds, property, or proceeds in trust for the benefit of the Company. COUNT V (DIRECT) BREACH OF COVENANT OF GOOD FAITH AND FAIR DEALING 88. Plaintiffs hereby adopt, incorporate and reallege paragraph nos. 1 through 87 herein. 89. Under Oklahoma law, every contract and business relationship contains an implied covenant of good faith and fair dealing. 90. The membership relationship between Plaintiffs and Defendant in the Company is governed by an implied covenant of good faith and fair dealing. 91. Defendant breached the covenant of good faith and fair dealing by: a. Acting in bad faith toward Plaintiffs in the conduct of the Company's business; b. Seizing Company property and records to deprive Plaintiffs of their member rights; c. Unilaterally excluding Plaintiffs from Company banking; d. Refusing to communicate or cooperate with Plaintiffs regarding Company affairs; e. Acting to harm and impair the Company's operations; and f. Placing her own interests above the interests of Plaintiffs and the Company. 92. Defendant's breaches of the covenant of good faith and fair dealing have directly damaged Plaintiffs in their capacity as members. 93. As a direct and proximate result of Defendant's breaches, Plaintiffs have suffered damages including loss of value of their membership interests, loss of distributions and benefits, and other damages to be proven at trial. COUNT VI (DIRECT AND DERIVATIVE) ACCOUNTING 94. Plaintiffs hereby adopt, incorporate and reallege paragraph nos. 1 through 93 herein. 95. Defendant has seized and retained Company financial records, bank records, cash receipts, customer invoices, and other financial documents. 96. Defendant has exercised exclusive control over the Company's bank account. 97. Defendant has failed and refused to provide Plaintiffs with information regarding the Company's financial condition, cash receipts, bank transactions, and disposition of Company funds and property. 98. An accounting is necessary to determine: a. The amount of cash receipts seized by Defendant; b. The amount of funds in the Company bank account and all deposits and withdrawals; c. The amounts owed to the Company by customers (accounts receivable); d. The amount owed by Defendant to the Company for printing services; e. The amount owed by Defendant to Plaintiffs for the unpaid purchase price contribution; f. The disposition and current location of all Company property and records; g. The financial condition of the Company; and h. All other matters necessary for a true and complete understanding of the Company's financial affairs. 99. Plaintiffs cannot ascertain these matters without an accounting. 100. Under 18 O.S. § 2021(C), Plaintiffs are entitled to a formal accounting of the Company's affairs. 101. Circumstances render it just and reasonable that a formal accounting be ordered. 102. Plaintiffs seek an order requiring Defendant to provide a full, complete, and formal accounting of all Company financial affairs, including all matters set forth above. COUNT VII (DIRECT) BREACH OF CONTRACT 103. Plaintiffs hereby adopt, incorporate and reallege paragraph nos. 1 through 102 herein. 104. Plaintiffs and Defendant entered into an agreement whereby Plaintiffs funded ten thousand dollars ($10,000.00) toward the purchase price of the Company as Defendant's capital contribution, and Defendant agreed to repay Plaintiffs that sum on terms to be agreed or as reasonably required by Plaintiffs. 105. Plaintiffs fully performed their obligations under this agreement by providing the ten thousand dollars ($10,000.00) used to acquire the Company. 106. Defendant materially breached this agreement by failing and refusing to repay the ten thousand dollars ($10,000.00) as promised. 107. Additionally, Plaintiffs and Defendant entered into a separate agreement under which Plaintiff Tina permitted Defendant to use Plaintiff Tina's personal credit card for Defendant's expenses, and Defendant agreed to repay all charges incurred on that card. 108. Plaintiffs fully performed under this agreement by allowing Defendant to use the credit card and remaining liable to the issuer for those charges, which total approximately two thousand dollars ($2,000.00). 109. Defendant materially breached this agreement by failing and refusing to repay approximately two thousand dollars ($2,000.00) owed to Plaintiff Tina for those charges. 110. As a direct and proximate result of Defendant's breaches of these contracts, Plaintiffs have suffered damages in at least the amount of twelve thousand dollars ($12,000.00), plus prejudgment and post judgment interest as allowed by law PRAYER FOR RELIEF WHEREFORE, Plaintiffs, Michael Weiss and Christina Mahoney, individually and derivatively on behalf of Midwest Copy and More, LLC, respectfully pray for judgment against Defendant, Lisa Janloo, individually and as a Member of Midwest Copy and More, LLC, as follows: A. On the derivative claims, for judgment in favor of Midwest Copy and More, LLC and against Defendant for all actual damages sustained by the Company as a result of Defendant’s breaches of fiduciary duty, conversion, unjust enrichment, and other wrongful conduct, in an amount to be proven at trial but believed to exceed Seventy Five Thousand Dollars ($75,000.00); B. For an order requiring Defendant to immediately return to the Company all tangible and intangible property wrongfully seized or retained, including but not limited to business records, financial records, bank records, customer and vendor files, employee records, licenses, permits, invoices, cash receipts, computers, checkbooks, and all other Company property, and granting immediate possession pursuant to Oklahoma’s replevin statutes; C. For the imposition of a constructive trust over any identifiable funds, property, or proceeds wrongfully obtained or retained by Defendant, and requiring Defendant to account for and disgorge all profits, benefits, and funds derived from her misconduct pursuant to 18 O.S. § 2016; D. For a full and formal accounting of all Company financial affairs, including all deposits, withdrawals, transfers, cash receipts, accounts receivable, campaign-related invoices, and all other financial transactions affecting the Company, and for such further relief as may be necessary to restore the Company’s financial records and operations; E. For judgment in favor of Plaintiffs, individually, for damages resulting from Defendant’s breaches of contract in the amount of at least Twelve Thousand Dollars ($12,000.00), together with prejudgment and post judgment interest as allowed by law; F. For judgment in favor of Plaintiffs, individually, for damages resulting from Defendant’s breach of the covenant of good faith and fair dealing, including diminution in value of their membership interests and other direct damages proven at trial; G. For punitive damages on the claims for breach of fiduciary duty and conversion, in an amount sufficient to punish Defendant and deter similar misconduct; H. For prejudgment interest, post judgment interest, costs of suit, and attorneys’ fees as allowed by law, including but not limited to fees recoverable in derivative actions and under applicable statutes and equitable principles; I. For such temporary, preliminary, and permanent injunctive relief as may be necessary to prevent further dissipation of Company assets, interference with Company operations, or destruction of records; J. For such other and further legal and equitable relief as the Court deems just and proper. K. Respectfully submitted, Garrett A. Eller, OBA # 33501 Brady Robison, OBA #33600 Tiffani J. Shipman, OBA #34261 Eller Legal 539 W. Commerce St Suite 1386 Dallas, Texas 75208 405-254-7526 - Phone 405-766-8457 – Fax [email protected] [email protected] [email protected] Attorneys for Petitioner VERIFICATION STATE OF OKLAHOMA COUNTY OF OKLAHOMA I, Michael Weiss, state under penalty of perjury under the laws of Oklahoma that the foregoing is true and correct. (12 O.S. 426) Michael Weiss (Feb 16, 2026 20:55:41 CST) Michael Weiss, Plaintiff 02/16/2026 Jones, Oklahoma Date Place I, Christina Mahoney, state under penalty of perjury under the laws of Oklahoma that the foregoing is true and correct. (12 O.S. 426) Christina Mahoney (Feb 16, 2026 20:56:18 CST) Christina Mahoney, Plaintiff 02/16/2026 Spencer, Oklahoma Date Place 2026-2-13 Petition Final Audit Report Created: 2026-02-17 By: Garrett Eller ([email protected]) Status: Signed Transaction ID: CBJCHBCAABAAElIrcbDZIbkK1ZvQHxJJMScPXxV8bmwV "2026-2-13 Petition" History Document created by Garrett Eller ([email protected]) 2026-02-17 - 2:53:37 AM GMT- IP address: 107.178.0.26 Document emailed to Michael Weiss [REDACTED]@yahoo.com) for signature 2026-02-17 - 2:53:42 AM GMT Document emailed to Christina Mahoney [REDACTED]@yahoo.com) for signature 2026-02-17 - 2:53:42 AM GMT Email viewed by Michael Weiss [REDACTED]@yahoo.com) 2026-02-17 - 2:54:06 AM GMT- IP address: 69.147.86.139 Email viewed by Christina Mahoney [REDACTED]@yahoo.com) 2026-02-17 - 2:54:46 AM GMT- IP address: 69.147.86.248 Document e-signed by Michael Weiss [REDACTED]@yahoo.com) Signature Date: 2026-02-17 - 2:55:41 AM GMT - Time Source: server- IP address: 12.75.143.45 Document e-signed by Christina Mahoney [REDACTED]@yahoo.com) Signature Date: 2026-02-17 - 2:56:18 AM GMT - Time Source: server- IP address: 68.97.165.192 Agreement completed. 2026-02-17 - 2:56:18 AM GMT