Jeffrey K. Lord v. Justin Prince

IN THE DISTRICT COURT OF TULSA COUNTY STATE OF OKLAHOMA JEFFREY K. LORD, an individual, Plaintiff, v. JUSTIN PRINCE, an individual And ANTHEM POOLS OF OKLAHOMA, LLC, an Oklahoma Limited Liability Company, Defendants. ) ) ) ) JURY TRIAL REQUESTED PETITION FOR RESCISSION, FRAUD, BREACH OF FIDUCIARY DUTY, BREACH OF CONTRACT, CONSTRUCTIVE FRAUD, CONVERSION, AND UNJUST ENRICHMENT COMES NOW, Plaintiff JEFFREY K. LORD ("Plaintiff") for Petition against Defendants JUSTIN PRINCE ("Owner") and ANTHEM POOLC OF OKLAHOMA, LLC (the "Company," and collectively, "Defendants"), alleges and states: PARTIES, JURISDICTION, AND VENUE 1) Jeffrey K. Lord is an individual residing in Tulsa County, Oklahoma. 2) Anthem Pools of Oklahoma, LLC is an Oklahoma Limited Liability Company that conducts business in Tulsa County. 3) Justin Prince, is an individual residing in the State of Oklahoma, and on information and belief resides in Tulsa County. 4) Plaintiff invested $125,000 in exchange for an equity interest in the Company on or about September 10, 2024. 5) Plaintiff was given no subscription agreement, no private placement memorandum, and was induced to invest in the company by the promises and commitments of its founder, Justin Prince. 6) The company did not register the offering of its securities in accordance with Oklahoma Securities laws and regulations, and on information and belief, the securities sold did not qualify for an exemption from registration under the United States Securities regulatory scheme. 7) Justin Prince made numerous oral and written representations about the revenue expectation of the business, the lack of risk associated with making an investment, and the incredible return Plaintiff would receive from making his investment in the business. 8) Justin Prince, on information and belief, intentionally withheld and omitted known risks to the Plaintiff if he made an investment in the business. 9) Upon making an investment in the business, Plaintiff received and was asked to sign the company's Operating Agreement (attached as Exhibit "A"). 10) While the Operating Agreement states that the members are aware of the speculative risks associated with making an investment in the business, and that the membership interest was exempt from registration requirements, on information and belief, the Defendant knew this was not the case, did not disclose specific risks within their knowledge, misrepresented the nature of the business venture, and withheld their knowledge that the business did not fall under the federal and state exemptions for securities registration. 11) Defendant Justin Prince at all relevant times was the founder, managing member/officer, and controlling person of the Company, exercising dominion and control over the Company's finances. 12) The amount in controversy exceeds $10,000, exclusive of interest, costs, and attorney's fees. 13) This Court has subject-matter jurisdiction pursuant to the Oklahoma Constitution and statutes, and personal jurisdiction over Defendants because they reside and/or conduct business in Oklahoma, and the acts complained of occurred in Oklahoma. 14) Venue is proper in this Court under applicable Oklahoma venue statutes because a substantial part of the events or omissions giving rise to the claims occurred in this County, Defendants reside or may be found in this County, and the Company conducts its business within Tulsa County. ADDITIONAL FACTUAL ALLEGATIONS 15) On or about September 10, 2024, Owner solicited Plaintiff to invest in the Company by offering a 5% equity interest in exchange for an investment of $125,000 (the “Investment”). 16) Justin Prince represented to Plaintiff that the Investment would be used for specific business purposes, including, without limitation: (a) working capital; (b) inventory and equipment purchases; and (c) marketing and expansion initiatives. 17) Justin Prince represented that the Company maintained accurate financial records, had no undisclosed material liabilities, and would adhere to standard financial controls, including segregation of operating funds and the preparation of periodic financial statements. 18) Justin Prince further represented in the Operating Agreement, Plaintiff would be kept abreast of the financial condition of the company, and as a member would have the right to participate in votes related to the oversight and financial decisions of the company. 19) In reasonable reliance on Defendants’ representations and written materials, Plaintiff executed the Agreement and wired $125,000 to the Company’s designated account on or about September 10, 2024, receiving documentation reflecting a 5% equity interest. 20) Following the Investment, Defendants exercised exclusive control over Company funds and accounts and owed fiduciary duties to minority equity holders, including Plaintiff, to manage Company assets with loyalty, care, candor, and in the best interests of the Company and its owners. 21) Contrary to Defendants’ representations, Owner mismanaged and misapplied Company funds, including but not limited to: (a) diverting Company funds for personal expenses; (b) commingling Company and personal accounts; (c) using Investment proceeds for purposes unrelated to the Company’s business; and (d) making undocumented cash withdrawals and transfers lacking legitimate business purpose. 22) Plaintiff requested financial information beginning on or about December 2024, including general ledgers, bank statements, invoices, and management reports, but Defendants refused or failed to provide complete and accurate records. 23) On information and belief, material facts were concealed from Plaintiff before and after the Investment, including the Company’s actual financial condition, undisclosed liabilities, and Owner’s diversion of funds. 24) As a direct and proximate result of Defendants’ misconduct, the Company sustained losses, Plaintiff’s equity has been rendered substantially valueless, and Plaintiff has suffered damages in an amount to be determined at trial, but not less than $125,000, exclusive of interest, costs, and attorney’s fees. 25) Plaintiff provided Defendants with written notice of breach and demand for cure on [date to be determined]. Defendants have failed and refused to cure, repay the Investment, or provide full accounting. CLAIMS FOR RELIEF Count I – Rescission (Fraud in the Inducement and/or Material Misrepresentation/Omission) 26) Plaintiff realleges paragraphs 1 through 25 as if fully set forth. 27) Defendants made material misrepresentations and omissions of fact concerning the intended and actual use of Investment funds, the Company’s financial condition, and the existence and adequacy of financial controls, with the intent that Plaintiff rely on them. 28) Plaintiff justifiably relied on Defendants’ representations in making the Investment and entering the Agreement. 29) Defendants’ misrepresentations and omissions were material and induced Plaintiff’s Investment; equity and good conscience warrant rescission of the Agreement and restoration of the parties to the status quo ante. 30) Plaintiff is entitled to rescission, restitution of the $125,000 Investment, prejudgment interest, and such other equitable relief as necessary to unwind the transaction. 31) Applicable Oklahoma law recognizes rescission for fraud in the inducement and material misrepresentation or concealment in equity transactions and permits restitution to place the parties in their pre-contract positions. Count II – Fraud, Deceit 32) Plaintiff realleges paragraphs 1 through 31 as if fully set forth. 33) Defendants knowingly or recklessly made false statements of material facts and concealed material facts regarding the use of proceeds, financial condition, and internal controls, intending to induce Plaintiff’s Investment. 34) Plaintiff relied on these statements and omissions to Plaintiff’s detriment and suffered damages proximately caused by Defendants’ fraud. 35) Plaintiff is entitled to actual damages, including out-of-pocket loss or benefit-of-the-bargain damages, together with punitive damages for Defendants’ reckless or intentional misconduct. Count III – Constructive Fraud 36) Plaintiff realleges paragraphs 1 through 35 as if fully set forth. 37) By virtue of the Owner’s superior knowledge, control of information, and fiduciary or confidential relationship with Plaintiff as a minority owner, Defendants owed duties of candor and fair dealing. 38) Defendants breached those duties by failing to disclose material facts that they had a duty to disclose, resulting in Plaintiff’s injury. 39) Plaintiff is entitled to damages and/or equitable relief, including rescission and restitution. Count IV – Breach of Fiduciary Duty 40) Plaintiff realleges paragraphs 1 through 39 as if fully set forth. 41) As the controlling owner/officer of the Company, Owner owed fiduciary duties of loyalty, care, and full disclosure to the Company and to minority equity holders, including Plaintiff. 42) Owners breached these duties by diverting Company funds, commingling assets, failing to maintain books and records, concealing material information, and using Company assets for personal benefit. 43) As a proximate result, Plaintiff suffered damages, including diminution of equity value, lost profits/opportunities, and out-of-pocket losses, and is entitled to damages, disgorgement, and equitable relief. Count V – Breach of Contract 44) Plaintiff realleges paragraphs 1 through 43 as if fully set forth. 45) The Agreement required Defendants to, among other things, (a) use Investment proceeds for agreed business purposes; (b) maintain accurate books and records; (c) provide financial reporting; and (d) comply with applicable covenants restricting related-party transactions and misuse of funds. 46) Defendants materially breached the Agreement by misapplying funds, failing to maintain and provide accurate records, and violating covenants concerning use of proceeds and corporate formalities. Including conducting annual member meetings, providing financials, and holding member votes as required in the Operating Agreement. 47) Plaintiff performed, tendered performance, or was excused from performance, including payment of the Investment amount. 48) Plaintiff is entitled to damages for breach of contract, including expectancy, reliance, and/or restitutionary damages as permitted by Oklahoma law, plus prejudgment interest. Count VI – Conversion 49) Plaintiff realleges paragraphs 1 through 48 as if fully set forth. 50) Justin Prince wrongfully exercised dominion and control over funds traceable to Plaintiff’s Investment and Company assets, inconsistent with Plaintiff’s and the Company’s rights, by diverting funds to personal use and non-business purposes. 51) Plaintiff is entitled to damages for conversion, including the value of converted funds, consequential damages, and punitive damages as allowed by Oklahoma law. Count VII – Unjust Enrichment/Constructive Trust 52) Plaintiff realleges paragraphs 1 through 51 as if fully set forth. 53) Defendants were unjustly enriched by retaining the benefit of Plaintiff’s Investment and by diverting funds for personal use without conferring the bargained-for benefits to Plaintiff. 54) Equity requires restitution and the imposition of a constructive trust on any assets, accounts, or property acquired or maintained through misappropriated funds. 55) Plaintiff is entitled to restitution, disgorgement, and equitable remedies necessary to prevent unjust enrichment. PRAYER FOR RELIEF WHEREFORE, Plaintiff respectfully requests that the Court enter judgment in Plaintiff’s favor and against Defendants, and award the following relief: a) Rescission of the Agreement and restoration of the parties to the status quo ante; b) Restitution of the Investment of $125,000, less any distributions actually received, if any, together with prejudgment interest from September 10, 2024]; c) Alternatively, in lieu of rescission, actual damages in an amount to be proven at trial, including out-of-pocket and/or benefit-of-the-bargain damages; d) Damages for breach of fiduciary duty, including disgorgement and equitable accounting; e) Damages for breach of contract, including expectancy and/or reliance damages, plus prejudgment interest; f) Damages for conversion, including the value of converted funds and consequential damages; g) Punitive damages as allowed by Oklahoma law for fraud, constructive fraud, breach of fiduciary duty, and conversion; h) Imposition of a constructive trust and equitable lien over assets traceable to misappropriated funds; i) An order compelling Defendants to provide a full accounting of Company finances from September 10, 2024 to present; j) Plaintiff’s costs, and attorney’s fees if provided by contract or applicable law; k) Such other and further legal and equitable relief as the Court deems just and proper. Dated: February 26, 2026 Respectfully submitted, By: ____________________________ Kevin Vincent Cox, OBA No. 20970 Kevin V Cox, PLLC 320 S Boston Ave. Suite 1020 Tulsa, OK 74013 (918)984-2410 [email protected] www.visionarylaw.org Attorneys for Plaintiff Jeffrey K. Lord Verification I, Jeffrey K. Lord, being of lawful age and duly sworn, state under oath as follows: I am the Plaintiff in the above-captioned action filed in the District Court of Tulsa County, State of Oklahoma. I have read the Petition and know the contents thereof. The allegations contained therein are true and correct to the best of my knowledge, information, and belief, and as to those matters stated on information and belief, I believe them to be true. I make this Verification to affirm the truthfulness of the allegations made in the lawsuit for purposes of filing with the Court. I declare under penalty of perjury under the laws of the State of Oklahoma that the foregoing is true and correct. Dated: March 3nd, 2026 Jeffrey K. Lord State of Oklahoma County of Tulsa Subscribed and sworn to (or affirmed) before me on this 3 day of March 2026, by Jeffrey K. Lord, who is personally known to me. Notary Public My Commission No.: 20006301 My Commission Expires: 05/29/28