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1
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PLAINTIFFS REPLY AND AFFIRMATIVE DEFENSES TO COUNTERCLAIMS
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EXTRACTED KEY WORDS
PARAGRAPH RESPONSE LAW PLAINTIFFS LLC SPEAKS WRITING OPERATING AGREEMENT DEFENDANT CHANNEL KERNER COUNTERCLAIMS DELAWARE MEDICOUNO COMPLAINT DOCTRINE COUNSEL PLAINTIFFS INCORPORATE PARAGRAPHS REFERENCE RELIEF COURT JOHN MACKENZIE AFFIRMATIVE DEFENSES GARY KERNER OFFICER SHAREHOLDERS POSSESS KNOWLEDGE INFORMATION SUFFICIENT ACCORD |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
CHAh'NEL Z INC., a Delaware
corporation, et al.,
C.A. No. 18086-NC
Plaintiffs,
V.
JOHN MACKENZIE,
Defendant.
PLAINTIFFS' REPLY AND AFFIRMATIVE DEFENSES
j`l DEFENDANT'S COUNTERCLAIMS
Plaintiffs Channel Z Inc. ("Z Inc."), Channel Z LLC ("Z LLC"), Jordan Kerner, Gary
Fuhrman, Heather Kerner, (Gary Kerner and Sandra Kemer reply to the counterclaims of
defendant John MacKenzie ("MacKenzie"), as follows:
47. Plaintiffs incorporate paragraphs 1 through 46 of the Complaint herein by
48. Denied. The allegations in this paragraph constitute legal conclusions and
of defendant's counterclaims to which no response is required.
49. Denied. The allegations in this paragraph constitute legal conclusions and
of defendant's counterclaims to which no response is required.
50. Admitted that defendant is a former shareholder of Z Inc. and a former
Z LLC. It is admitted that defendant formerly served as an officer and director of Z Inc. and as a
manager of Z LLC. It is further admitted that defendant was formerly an employee, officer and
director of MedicoUno an'd that Z Inc. and/or Z LLC (collectively, "Channel Z") has an equity
interest in MedicoUno. All remaining allegations are denied.
I'llILl.. 352689-l
51. Admitted.
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2
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AMENDED ANSWER AND COUNTERCLAIMS
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EXTRACTED KEY WORDS
LLC CHANNEL SHAREHOLDERS JORDAN OFFICER MEMBER COURT MANAGER COUNTERCLAIMS JORDAN KERNER AGREEMENT DELAWARE DEFENDANT JORDAN KEMER PARAGRAPH MEDICOUNO COMPLAINT LIMITED LIABILITY COMPANY ALLEGATIONS PLAINTIFFS OPERATING AGREEMENT DELAWARE CORPORATION WRITTEN CONSENT COMMON STOCK MACKENZIE LACKS KNOWLEDGE DIRECTORS EMPLOYMENT TRANSACTION DEFENDING |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
CHANNEL Z, INC., a Delaware corporation,
CHANNEL Z LLC, a Delaware limited liability
company, JORDAN KERNER, GARY
FUHRMAN, HEATHER KERNER, ;
GARY XERNER, and SANDRA KERNER,
-
i
Plaintiffs, .
;
V. CA. N o . 18086-NC :... .:I.`
_, c;
JOHN M-ACKENZIE,
Defendant.
MNDED ANSWER AND COUNTERCLAIMS
Defendant John Mackenzie (`Mr. Mackenzie"), by and through his undersigned
attorneys, as and for his Amended Answer to the Complaint herein, and as and for his
Counterclaims, states as follows:
1. Admitted.
2. Admitted.
3. Admitted, on information and belief, that Jordan Kerner is a natural person and a
resident of New York, a director and officer of Z Inc., a manager of Z LLC, a shareholder of Z
Inc. and a member of Z LLC. In all other respects, denied.
4. Admitted, on information and belief.
5. Admitted, on information and belief.
6. Admitted, on information and belief.
7. Denied.
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3
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ANSWER
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EXTRACTED KEY WORDS
PARAGRAPH ALLEGATIONS LLC CHANNEL MEDICOUNO COURT PARAGRAPH STATE AGREEMENT MEMBERS RESPONSE PURPORTS PARAGRAPH DIFFER SUBSTANCE CONTEXT RESPECTFULLY REFERS ACCURATE STATEMENT MACKENZIE LACKS JORDAN SHAREHOLDERS ACCOUNTS CONSENT COMPLAINT OFFICER INFORMATION SUFFICIENT COUNSEL PLAINTIFFS RELIEF MACKENZIE INCORPORATES FULLY SET |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTL,E COUNTY
CHANNEL 2, INC., a Delaware corporation, 1
CHANNEL Z LLC, a Delaware limited liability
company, JORDAN KERNER, GARY i
FUHRMAN, HEATHER KERNER,
GARY KERNER, and SANDRA KERNER, i r ;,
: :
Plaintiffs, i
V. 1 C.A. No. 180%NC
1
JOHN MACKENZIE,
1
Defendant. 1
ANSWER
-~-
Defendant John Mackenzie ("Mr. Mackcnzic"), by and through his undersigned
attorneys, as and for his Answer to the Complaint herein. states as follows:
1. Admitted.
2. Admitted.
3. Admitted, on information and belief, that Jordan Kerner is a natural person and a
resident oc New York. a director and officer of Z Inc., a manager of Z LLC, a shareholder of Z
Inc. and a member of Z LLC. In all other respects, denied.
4. Admitted, on information and belief.
5. Admitted, on information and belief.
6. Admitted, on information and belief.
7. Denied.
8. Admitted that Mr. Mackenzie is a resident of New York; that he served as an
officer an3 director of Z Inc. and as a manager of Z LLC before his purported removal; and that
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4
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COMPLAINT
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EXTRACTED KEY WORDS
MACKENZIE LLC MEDICOUNO PLAINTIFFS MEMBERSHIP SHARES REPURCHASE SHAREHOLDERS AGREEMENT EQUIPMENT FUNDS COURT EMPLOYMENT TRANSFERS PURCHASE DELAWARE PROPER ACCOUNTS DAMAGES TERMINATION OFFICER KEMER MANAGER JOHN MACKENZIE PARTIES RIGHTS DIRECTORS BUSINESS REQUEST |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR. NEW CASTLE COUNTY I
CHANNEL Z INC., a Delaware
corporation,
CHANNEL Z LLC, a Delaware limited
liability company,
JORDAN KERNER,
GAliY FUHRMAN,
HEATHER KERNER,
GARY KERNER,
and
SANDRA KERN-ER,
Plaintiffs.
V.
JOHN MACKENZIE,
Defendant.
<:OMPLAINT
Plaintiffs Channel Z Inc., Channel Z LLC, Jordan Kemer, Gary Fuhrman, Heather
Kemer, Gary Kemer and Sandra Kemer, bring this action against John Mackenzie seeking to
recover against Mackenzie for, inter alia, his serial breaches of his fiduciary duties to Channel Z
Inc. and Channel Z LLC. Plaintiffs also seek to obtain this Court's declaration that Channel Z
Inc. and Channel Z LLC properly exercised stock repurchase options contained in a shareholders'
PHILI- 336766-l
agreement for Channel Z Inc. and an operating agreement for Channel Z LLC allowing the
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