Idea Transcript
IN THE CIRCUIT COURT OF THE TWELFTH JUDICIAL CIRCUIT IN AND FOR SARASOTA COUNTY, FLORIDA CIVIL DIVISION OFFICE OF THE ATTORNEY GENERAL, STATE OF FLORIDA, DEPARTMENT OF LEGAL AFFAIRS,
CASE NO. ~f)(lf'/(Cj'"SDIVISION:
Plaintiff,
v. FLORIDA INCORPORATOR, CORPORATION OF AMERICA, INC., a for-profit Florida corporation; ONLINE FILINGS CO., a for-profit Florida corporation; and REGIS DEBARROS, an individual, Defendants.
------------------------------~/ COMPLAINT This is an action for monetary, injunctive and other equitable and statutory relief brought pursuant to the Florida Deceptive and Unfair Trade Practices Act, Chapter 501, Part II, Florida Statutes, and Florida's Telemarketing Act, Chapter 501, Part IV, Florida Statutes. Plaintiff, OFFICE OF THE ATTORNEY GENERAL, STATE OF FLORIDA, DEPARTMENT OF LEGAL AFFAIRS (the "Attorney General") sues Defendants, FLORIDA INCORPORATOR CORPORATION
OF
AMERICA,
INC.,
ONLINE
FILINGS
CO.,
and REGIS
DEBARROS, an individual, (herein collectively referred to as "Defendants"), and alleges: JURISDICTION AND VENUE 1.
This is an action for monetary, injunctive and other statutory and equitable relief,
brought pursuant to the Florida Deceptive and Unfair Trade Practices Act, Chapter 501, Part II, Florida Statutes ("FDUTPA").
/VG
2.
This Court has jurisdiction pursuant to the provisions of Chapter 501, Part II,
Florida Statutes. The Office of Attorney General seeks relief in an amount greater than Fifteen Thousand Dollars ($15,000.00), exclusive of interest, costs, and attorneys' fees. 3.
The violations alleged herein affect more than one judicial circuit of the State of
Florida. 4.
Venue is proper in the Twelfth Judicial Circuit as the Defendants reside in
Sarasota County, and statutory violations alleged herein occurred in multiple counties in the State ofFlorida. 5.
All actions material to this Complaint have occurred within four (4) years prior of
the filing of this action. PARTIES
6.
Plaintiff, the Attorney General, is the enforcing authority of Chapter 501, Part II,
Florida Statutes, and Section 501.059(8), Florida Statutes, and is authorized to bring this action and seek injunctive and other equitable and statutory relief pursuant to these provisions. 7.
Plaintiff has conducted an investigation of the matters alleged herein, and the
head of the enforcing authority, Attorney General Pamela Jo Bondi, has determined that this enforcement action serves the public interest. 8.
Defendant Florida Incorporator Corporation of America, Inc. ("FICA"), formerly
known as Florida Corporation of America, is an active for-profit Florida corporation, registered with the Florida Department of State, Division of Corporations, and located in Sarasota County with its principal place ofbusiness at 619 Cattlemen Road, Suite S155, Sarasota, Florida 34232. At all times material hereto, FICA conducts or has conducted business in the State of Florida. 9.
Defendant Online Filings Co. ("OFC") is an inactive for-profit Florida
corporation, which was administratively dissolved on September 27, 2013. At all times material
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hereto, OFC has conducted business in the State of Florida, with its principal place ofbusiness at 619 Cattlemen Road, Suite 011, Sarasota, Florida 34232. 10.
Defendant Regis Debarros
("D~barros")
is an individual and, at all times material
hereto, has resided in Sarasota County, Florida. Debarros directly participates in and manages, operates, and controls the operations of both FICA and OFC and, upon information and belief, holds a direct or indirect interest in FICA and OFC. 11.
At all times material hereto and at least within four (4) years before the filing of
this action, Defendants, FICA and OFC, engaged in trade or commerce within the definition of Section 501.203(8), Florida Statutes, by soliciting businesses in Florida for business incorporation filing services. Businesses are "consumers" within the definition of Section 501.203(7), Florida Statutes. INTRODUCTION 12.
Pursuant to Florida Statutes, Chapters 607 and 608, certain entities are required to
register with the Florida Department of State, Division of Corporations (the "Division of Corporations") in order to conduct business within Florida. In addition, entities must register "fictitious names," file certain business information relating to liens, certificates, and business dissolutions with the Division of Corporations. The State charges various fees for these services. 13.
Entities can file and register electronically with the State of Florida through the
official website of the Division of Corporations, www.sunbiz.org. 14.
Entities can also file and register electronically through private companies such as
Defendants. 15.
As of September 25, 2014, the Attorney General's Office received over 70
consumer complaints against Defendants alleging unfair and deceptive business practices. Numerous consumers alleged that they paid for filing services which Defendants never
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performed. This would, at times, result in the consumer having to pay the Division of Corporations for the service, as well as any late fees or penalties that may have been imposed on the business. Other complaints alleged that consumers had no intention of filing through a private company in the first place. In fact, consumers claimed that they were trying to file through sunbiz.org, the Divisions of Corporations official site, but were tricked by Defendants' misleading representations into going through their website. Consumers would also express frustration over feeling misled and having to pay an amount far in excess of what the Division of Corporations would charge for the same service. 16.
Consumers further allege that soon after realizing that they had filed with a
private company and not the Division of Corporations, consumers attempted to cancel their order. Despite repeated attempts to contact Defendants and request for a refund, consumers were not able to reach Defendants and no refunds have been issued. 17.
As an overview, Defendants own multiple domains and operate as follows: 1.
Defendants solicit business through paid search engine advertising, which directs consumers, who search using corporate filing related· key
words,
Defendants'
to
websites
such
as
www. floridaincorporator. com, and www. onlinefilings. biz. n. At times, within four (4) years prior to the filing of this action, Defendants have used an image of the official state of Florida flag on its website, which led to believe that consumers transacted business with the state. m. Defendants collect advance fees from customers typically ranging from $150 to $700 for various business filing services before even beginning any services.
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IV.
Once Defendants verified payments from consumers, they promised to file consumer's information with the Division of Corporations.
v. In numerous instances,
Defendants did not file consumers'
information with the Division of Corporations and chose not to honor refund requests. VI.
Upon reason and belief, Defendants are still operating their business within the State ofFlorida using a different domain. STATEMENT OF FACTS AND DEFENDANTS' COURSE OF CONDUCT
18.
FICA is the owner of the "Florida Incorporator" trademark and approves licensees
with a commercial license for the use of the "Florida Incorporator" trademark and brand identity, which includes trademarks, slogans, logotypes, icons, color palettes, templates, methods, systems, applications, and business architecture and model. At all times material hereto, OFC was a licensee of the "Florida Incorporator" trademark. 19.
Defendants' offered services include, but are not limited to, name availability
search, business formation, amendments, dissolution, reinstatement, foreign qualification, annual filings, application for federal tax ID and S-type corporation status, obtaining a certificate of good standing, and other related Division of Corporations business services. 20.
which
Defendants promote or have promoted their services through internet websites,
Defendants
own
and
maintain,
including,
but
not
limited
to,
www. floridaincorporator. com, www. onlinefilings. biz, and www. sunbiz. floridaincorporator. com.
In addition, Defendants conduct or have conducted business through various fictitious names, including, but not limited to, Florida Incorporator, FL State Filings Co., and Corporate Filings Co.
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21.
Defendants continue to offer these services to Florida consumers for fees ranging
from $150-$770, which far exceed the fees charged by the Division of Corporations. 22.
From approximately March of 2011 until February of 2014, Defendants
advertised their services through their websites via paid advertisement. These websites appeared on the search engine results page when consumers used keywords to search for business related filing services such as "sunbiz", or "Florida filing," which led Florida consumers to believe that they are conducting business directly with the Florida Department of State, Division of Corporations, through its official website, www.sunbiz.org, and not with a private company. 23.
During the same period of time, Defendants used their business seal, which was
almost identical, or had a very similar appearance, to the official seal of the Florida Department of State, Division of Corporations, which misled Florida consumers to believe that Defendants are affiliated with the State ofFlorida. 24.
From approximately March of 2011 until February of 2014, Defendants collected
$20,273 in fees from Floridians for various business filing services, yet Defendants failed to provide those services. 25.
Many of these consumers received dissolution notices from the Division of
Corporations for failure to file annual report by the May
1st
deadline. As a result, these
consumers paid filing fees and, occasionally, a late filing penalty of $400 to the Division of Corporations. 26.
Consumer complaints allege that in some instances Defendants' failure to process
consumers' orders, for which the consumers paid, resulted in an administrative dissolution of their company, an action that can only be remedied by paying fees of up to $750 to the Division of Corporations.
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27.
Consumer complaints allege that Defendants failed to provide customer service,
including, but not limited to, responding to consumer emails, returning customers' telephone calls, and providing refunds when requested. COUNT I DECEPTIVE AND UNFAIR TRADE PRACTICES, CHAPTER 501, PART II, FLORIDA STATUTES FAILURE TO PROVIDE SERVICES
The Attorney General sues Defendants and alleges: 28.
Plaintiff adopts, incorporates herein, andre-alleges paragraphs 1 through 27 as if
fully set forth hereinafter and further alleges: 29.
Section 501.204(1) of the Florida Unfair and Deceptive Trade Practices Act,
Chapter 501, Part II, states that "unfair or deceptive acts or practices in the conduct of any trade or commerce are herby declared unlawful." 30.
As set forth in paragraphs 1 through 27 above, Defendants have engaged in
deceptive and unfair practices, when they collected advance service fees from . Florida consumers, but failed to provide the services promised. Furthermore, Defendants failed to provide customer services, including answering customers' telephone calls, responding to emails, and providing refunds. 31.
Through these actions and related business practices, Defendants have committed
and are committing acts or practices in trade or commerce which shock the conscience; have engaged in or are engaging in representations, acts, practices or omissions which are material, and which are likely to mislead consumers acting reasonably under the circumstances; have committed and are committing acts or practices in trade or commerce which offend established public policy and are unethical, oppressive, unscrupulous or substantially injurious to consumers; and have engaged in acts or practices that are likely to cause substantial injury to consumers
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which is not reasonably avoidable by consumers themselves, or outweighed by countervailing benefits to consumers or competition. Thus, Defendants have engaged in and are engaging in unfair or deceptive or unconscionable acts or practices in the conduct of any trade or commerce in violation of Section 50 1.204( 1), Florida Statutes. 32.
Defendants willfully engaged in the acts and practices alleged herein.
33.
These above-described acts and practices of Defendants have injured and will
likely continue to injure and prejudice the public. 34.
Unless Defendants are permanently enjoined from engaging further in the acts
and practices complained of herein, Defendants' actions will result in irreparable injury to the public for which there is no adequate remedy at law. COUNT II VIOLATION OF FLORIDA DECEPTIVE AND UNFAIR TRADE PRACTICES ACT CHAPTER 501, PART II, FLORIDA STATUTES MISLEADING ADVERTISEMENTS
The Attorney General sues Defendants and alleges: 35.
Plaintiff adopts, incorporates herein, andre-alleges paragraphs 1 through 27 as if
fully set forth hereinafter and further alleges: 36.
At all times material hereto, Defendants have engaged in pattern of acts and
practices designed to deceive and induce Florida consumers to purchase Defendants' services. Defendants' misleading business advertisements, disseminated to Florida consumers through their websites, led the consumers to believe that Defendants are affiliated with the Florida Department of State, Division of Corporations, and that the consumers will be conducting business directly with the State of Florida and not a private party. 37.
Through false and deceptive marketing and related business practices, Defendants
have committed and are committing acts or practices in trade or commerce which shock the
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conscience; have engaged in or are engaging in representations, acts, practices or omissions which are material, and which are likely to mislead consumers acting reasonably under the circumstances; have committed and are committing acts or practices in trade or commerce which offend established public policy and are unethical, oppressive, unscrupulous or substantially injurious to consumers; and have engaged in acts or practices that are likely to cause substantial injury to consumers which is not reasonably avoidable by consumers themselves, or outweighed by countervailing benefits to consumers or competition. Thus, Defendants have engaged in and are engaging in unfair or deceptive or unconscionable acts or practices in the conduct of any trade or commerce in violation of Section 501.204(1), Florida Statutes. 38.
Defendants willfully engaged in the acts and practices alleged herein.
39.
These above-described acts and practices of Defendants have injured and will
likely continue to injure and prejudice the public. 40.
Unless Defendants are permanently enjoined from engaging further in the acts
and practices complained of herein, Defendants' actions will result in irreparable injuri to the public for which there is no adequate remedy at law. PRAYER FOR RELIEF WHEREFORE, Plaintiff, Office of the Attorney General, State of Florida,
Department of Legal Affairs, respectfully requests that this Court: 1.
Enter judgment in favor of Plaintiff and against Defendants, jointly and severally,
on all counts ofthis Complaint; 2.
Permanently enjoin Defendants, FLORIDA INCORPORATOR CORPORATION
OF AMERICA, INC., ONLINE FILINGS CO., and REGIS DEBARROS, their officers, agents,
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servants, employees, attorneys, and those persons in active concert or participation with them who receive actual notice of this injunction, from: a. processing and/or or soliciting orders from new, or existing customers until further Order of the Court; b. holding ANY financial interest in, or otherwise financially benefitting from any new businesses that involves preparation and filing of the necessary documents required to register and maintain a business, corporation or limited liability company in Florida with state agencies until further Order of the Court. 3.
Order Defendants, jointly and severally, to pay full restitution to consumers, in
accordance with Section 501.207(3), Florida Statutes; 4.
Assess civil penalties against the Defendants, jointly and severally, in the amount
ofTen Thousand Dollars ($10,000) for each violation of Chapter 501, Part II, Florida Statutes; 5.
Award reasonable attorney's fees and costs pursuant to Sections 501.2075 and
501.2105, Florida Statutes. 6.
Grant such other and further relief as this Honorable Court deems just and proper,
including, but not limited to, all other relief allowable under Sections 501.207(3) Florida Statutes. Respectfully submitted, PAMELA JO BONDI ATTORNEY GENERAL
ROB~
ASSISTANT ATTORNEY GENERAL Florida Bar # 0560200 Department of Legal Affairs 3507 E. Frontage Road; Suite 325
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Tampa, Florida 33607 Email Robert.Follis@myjloridalegal. com Telephone (813) 279-7950 Facsimile (813) 281-5515
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