MOTION FOR LEAVE TO FILE AMENDED COMPLAINT

IN THE CIRCUIT COURT OF THE 20TH JUDICIAL CIRCUIT
IN AND FOR XXX COUNTY, XXXX

Case No.: XXX

MOTION FOR LEAVE TO FILE AMENDED COMPLAINT
Plaintiff hereby files this Motion to Amend the Complaint pursuant to XXX. Plaintiff seeks to add defendant XXX; to include a cause of action of willful
negligence and professional negligence against all Defendants; include a cause of action of
fraudulent concealment and willful misconduct against XXXX; request for Equitable
relief to remove all Defendants from any Boards and prohibit them from being on future boards;
include a claim for relif for Punitive damages; and add a Civil Conspiracy cause of action
(intentional tort) against all Defendants. The Amended Complaint is attached as Exhibit 1.

Standard

1. “Leave of court [to amend] shall be given freely when justice so requires.” XXX(a). Courts have held that there are only three circumstances where the Court may
deny a party the right to the amendment. These circumstances were defined by the Second
District in Colandrea v. King, 661 So.2d 1250, 1251 (Fla. 2nd DCA 1995) which holds:
It is the public policy of Florida to freely allow amendments to pleadings so
cases may be resolved on their merits. It is an abuse of discretion to disallow
amendment of a pleading unless it clearly appears the amendment would
prejudice the opposing party, the privilege to amend has been abused, or
amendment would be futile.
2. See also Carter v. Ferrell, 666 So.2d 556, 557 (Fla. 2nd DCA 1995) (“While we
recognize that a trial court’s ruling on an amendment rests within its sound discretion, refusal to
allow an amendment constitutes an abuse of discretion unless it clearly appears that the
amendment would prejudice the opposing party, the privilege to amend has been abused, or
amendment would be futile.”). As demonstrated below, allowing the Plaintiff to amend her
PATRICIA D. MURPHY,
Plaintiff

XXX,
Defendants
_______________________

Complaint would not result in prejudice, would not result in an abuse of the right to amend, and
would not be futile.

Arguments

A. Prejudice
3. As demonstrated by the Second District in Carter v. Ferrell, 666 So.2d 556 (Fla.
2nd DCA 1995), there is no prejudice to the Defendants in this case that could rise to the level
required to prevent the Plaintiff from amending her pleading.
4. It is also notable that the amendments do not seek to materially alter the
allegations in the case. The amendments only seek to add more causes of action on the
allegations already raised in the original complaint. The Defendants will therefore not be
prejudiced by the amendment.
B. Abuse of privilege to amend
5. Florida courts may deny the party the right to amend in the case of numerous
amendments to the complaint regarding the same cause of action. See Feigin v. Hospital Staffing
Services, Inc., 569 So.2d 941 (Fla. 4th DCA 1990) (affirming the trial court’s decision to deny
amendment for the seventh time). However, the Plaintiff has not even come close to abusing its
rights to amend. At most, the instant motion is only the Plaintiff’s first attempt to amend her
pleadings. Thus, under Florida law, the Plaintiff’s right to amend should not be denied. As stated
by the court in Kohn v. City of Miami Beach, 611 So.2d 538 (Fla. 3d DCA 1992): “While there is
no magical number of amendments that are allowed, we have previously observed that with
amendments beyond the third attempt, dismissal with prejudice is generally not an abuse of
discretion.” See also Price v. Morgan, 436 So.2d 1116, 1122 (Fla. 5th DCA 1983) (affirming the
trial court’s decision to deny amendment after five failed attempts to plead a cause of action
failed).
6. Because, at best, this is only the Plaintiff’s first attempt to amend her pleading,
preventing the Plaintiff from amending the complaint would be an abuse of discretion.

C. Futility of Amendment
7. In this case, the Plaintiff’s proposed amendment clearly is not futile. As stated by
the Third District in XXXX, “the trial
court’s denial of the motions for rehearing and to amend may be sustained only if the tendered

amended complaint showed on its face that the action could not be maintained . . . .” See also
Posey v. Magill, 530 So.2d 985 (Fla. 1st DCA 1988).
8. Furthermore, there are very few, if any, cases where a Florida court has denied an
amendment based on futility. As stated in the annotations to Florida Civil Procedure, Bruce J.
Berman 1998 Edition at pages 171 – 172:
Despite the reference to futility as a factor that would support the denial of
leave it is difficult to find an example of such denial under the case law. . . .
Part of the reason for the paucity of cases on this issue may reflect a practice in
the courts, where futility is the sole response to a motion for leave to amend, to
permit the amendment first, and then address the legal sufficiency of the
amended pleading on a motion to dismiss or for judgment on the pleadings.
9. As already stated above, the amendents seek to include new causes of action, and
to include a claim for relief for punitive damages against the Defendants. Therefore, the
amendment should not be denied.

Conclusion

10. “Florida courts have long followed the policy of allowing litigants to amend
pleadings freely in order that causes may be tried on their merits.” Turner v. Trade-Mor, Inc.,
252 So.2d at 384 (Fla. 4th DCA 1971). As such, the Plaintiff should be permitted to amend her
complaint because the amendment would not result in prejudice, would not result in an abuse of
the right to amend, and would not be futile.

DATED: _______________

___________________________
XXX

CERTIFICATE OF MAILING

I, [ENTER NAME], certified on this day of .XXXX, I
deposited a true copy of the above to the Defendant by placing the document with prepaid
postage in the United States mailbox address to each person.

XXXX
Attorneys for DEFENDANTS

___________________________
XXXX

EXHIBIT 1

FIRST AMENDED COMPLAINT

IN THE CIRCUIT COURT OF THE 20TH JUDICIAL CIRCUIT
IN AND FOR XXX COUNTY, XXX

Case No.: XXX

COMPLAINT

Plaintiff, XXX, hereinafter known as XXX, sues the Defendants,
XXX, individuals, hereinafter known as XXX and alleges the following:
JURISDICTION AND VENUE

1. This Court has jurisdiction of the causes of action set forth in this Complaint pursuant
to Art. V § 20(3), Fla. Const.; and § XXX Statutes.
2. The Plaintiff resides in, and violations alleged herein occurred in XXX County,
XXX, therefore venue is proper in the Twentieth Judicial Circuit, in and for XXX County,
XXX.

PARTIES

3. The Plaintiff is an individual who at all times material hereto has resided in Sarasota
County, Florida.
4. The Defendant, VLAD is a resident of XXX, is a board member
for various boards, including but not limited to his position as the Chairman of the Board of
Veterans For America First Inc., (hereinafter known as VFAF), which is a Delaware corporation
XXXX,
Plaintiff

XXX,
Defendants
_______________________

qualified to do business in XXX and has at all times material hereto, been conducting the nexus of
its business from within the State of XXX and has its principal place of business within the State
of Florida, and as the Chairman of the Board of We Who Served Foundation (hereinafter known as
WWSF), which is a Florida corporation and has at all times material hereto, been conducting the
nexus of its business from within the State of Florida and has its principal place of business within
the State of Florida, Veterans Keeping America Great (hereinafter known as VKAG), Civilian101
(hereinafter known as C101) and he is sui juris.
5. The Defendant, MELISSA is a resident of Broward County, Florida, is a board
member for various boards, including but not limited to her position as a director, and last known as
the Secretary of the Board of VFAF and she is sui juris.
6. The Defendant, MACIAS is a resident of the State of Virginia, and is a board
member for various boards, including but not limited to his position as a director, of the Board of
VFAF, and he is sui juris.
7. The Defendant, KUBIC is a resident of the State of Virginia, and is a board member
for various boards, including but not limited to his position as a director, of the Board of VFAF he is
sui juris.
8. The Defendant, XXX is a resident of XXX County, XXX, and is a board
member for various boards, including but not limited to his position as a director, and last known as
the Chief Financial Officer and Treasurer of the Board of VFAF and the Chief Financial Officer and
Treasurer of the Board of WWSF and he is sui juris.
9. The Defendant, WICKENS, is a resident of Massachusetts, is a board member for
various boards, including but not limited to his position as a Director of VFAF and WWSF, and the
President of C101, VKAG, and the President of XXX Institute for Research and Innovation Inc.
(hereinafter known as MINERVA) and he is sui juris.
CAUSES OF ACTION
COUNT I

BREACH OF FIDUCIARY DUTY

10. The above-named Defendants had and continue to have a fiduciary duty under
common law for 1. Duty of care; 2. Duty of loyalty; 3. Duty of obedience.
11. The above-named Defendants had and continue to have a fiduciary duty under FL
Stat. XXXX General Standards for Directors.

12. In accordance with the by-laws, as amended through duly authorized votes of the
Board of Directors of VFAF, the above-named Defendants had and continue to have a fiduciary duty
to conduct business and oversee business of VFAF as directed by the Board of Directors, and the
bylaws and the amendments.
13. In accordance with the by-laws and amendments, Defendants had and continue to
have a fiduciary duty to ensure that no expense reimbursement funds are to be paid from or
withdrawn from the corporate bank account(s) without following the specified steps and procedures
outlined in the meeting minutes, and adopted by the Board of Directors dated XXX, section
m (a-i) and therefore violated their fiduciary duties to XXX by blatantly refusing to follow
corporate guidelines.
14. The Defendants failed to fulfill their fiduciary duty to XXX by failing to protect
the corporation’s charitable assets.
15. The Defendants failed to fulfill their fiduciary duty to XXX by failing to follow
accounting practices setup under the bylaws and amendments thereto.
16. The Defendants have breached their duty as a Board member by failing to take steps
as Directors and/or Officers to ensure the following:

a. Ensuring the corporate nonprofit operated in compliance with its mission.
b. Ensuring corporate charitable assets were not misappropriated.
c. Ensuring corporation followed standard accounting practices.
d. Ensuring all Board members were noticed for all board meetings.
e. Ensuring the corporation timely filed all required state and federal reports, annual
filings, solicitation filings and the like.
f. Ensuring the corporation requested, obtained, and fulfilled all solicitation
requirements for every state that any follower, contributor, donor, or member was
associated with as required by certain state charitable solicitation guidelines.
g. Ensuring that every advertisement whether electronic, paper, or verbal contained
all necessary disclosures as required by certain state charitable solicitation
guidelines.
h. Ensuring that former members were paid all monies due to them.
i. Ensuring that charitable funds were not misappropriated.

j. Ensuring that all federal tax returns were filed accurately, reporting all assets and
liabilities and all debts and all transactions in accordance with the Internal
Revenue Code.
k. Ensuring that all assets were always tracked and accounted for, and their proper
valuation was kept on record.
l. Ensuring that all charitable receipts for donations where accurately filled out and
recorded and kept on record.

17. MURPHY has suffered harm to her professional and personal reputation based upon
these failures.
18. Defendants was made aware of these requirements and guidelines and blatant failures
and failed to raise an alarm, failed to sanction, or punish the offenders of said acts and failed to enact
safeguards to protect the corporation and the public from future harm.

WHEREFORE, the Plaintiff, XXXX requires judgment against the Defendants
for their breach of fiduciary duty will summarize her requests for relief at the end of this complaint.

COUNT II

NEGLIGENCE – Against all Defendants

19. Defendants have a duty under common law for 1. Duty of care; 2. Duty of loyalty; 3.
Duty of obedience.
20. Defendants also have contractual duties to conduct business and oversee business of
their respective Boards as directed by the Board of Directors, and the bylaws and the amendments.
21. Defendants breached the said duties within VFAF, WWSF, C101 and VKAG by
failing to protect the corporation’s charitable assets; failing to follow accounting practices setup
under the bylaws and amendments thereto; and failing to take steps to ensure the following:
a. Ensuring the corporate nonprofit operated in compliance with its mission.
b. Ensuring corporate charitable assets were not misappropriated.
c. Ensuring corporation followed standard accounting practices.
d. Ensuring all Board members were noticed for all board meetings.
e. Ensuring the corporation timely filed all required state and federal reports, annual
filings, solicitation filings and the like.

f. Ensuring the corporation requested, obtained, and fulfilled all solicitation
requirements for every state that any follower, contributor, donor, or member was
associated with as required by certain state charitable solicitation guidelines.
g. Ensuring that every advertisement whether electronic, paper, or verbal contained
all necessary disclosures as required by certain state charitable solicitation
guidelines.
h. Ensuring that former members were paid all monies due to them.
i. Ensuring that charitable funds were not misappropriated.
j. Ensuring that all federal tax returns were filed accurately, reporting all assets and
liabilities and all debts and all transactions in accordance with the Internal
Revenue Code.
k. Ensuring that all assets were always tracked and accounted for, and their proper
valuation was kept on record.
l. Ensuring that all charitable receipts for donations where accurately filled out and
recorded and kept on record.

22. Plaintiff has suffered harm to her professional and personal reputation based upon the
Defendants’ negligence.
23. Defendants were made aware of the requirements and guidelines and their blatant
failures, but they failed to enact safeguards to protect the corporation and the public from future
harm.
24. But for the Defendants’ negligence as stated herein, Plaintiff would not have suffered
the said injuries.

WHEREFORE, the Plaintiff, XXXX requires judgment against the Defendants
negligence and will summarize her requests for relief at the end of this complaint.

COUNT III

PROFESIONAL NEGLIGENCE –ALL DEFENDANTS

25. Individuals serving at the Board of VFAF, WWSF, C101, VKAG, are performing
professional services, and the law imposes upon such persons the duty to exercise a reasonable
degree of skill and care, as determined by the degree of skill and care ordinarily employed by their
respective professions under similar conditions and like surrounding circumstances.

26. In the performance of their professional services, Defendants had a duty under
common law for 1. Duty of care; 2. Duty of loyalty; 3. Duty of obedience, and contractual duties to
conduct business and oversee business of their various Boards.
27. Defendants breached the said duties by failing to protect the corporation’s charitable
assets; failing to follow accounting practices setup under the bylaws and amendments thereto; and
failing to take steps to ensure the following:

a. Ensuring the corporate nonprofit operated in compliance with its mission.
b. Ensuring corporate charitable assets were not misappropriated.
c. Ensuring corporation followed standard accounting practices.
d. Ensuring all Board members were noticed for all board meetings.
e. Ensuring the corporation timely filed all required state and federal reports, annual
filings, solicitation filings and the like.
f. Ensuring the corporation requested, obtained, and fulfilled all solicitation
requirements for every state that any follower, contributor, donor, or member was
associated with as required by certain state charitable solicitation guidelines.
g. Ensuring that every advertisement whether electronic, paper, or verbal contained
all necessary disclosures as required by certain state charitable solicitation
guidelines.
m. Ensuring that charitable funds were not misappropriated.
n. Ensuring that all federal tax returns were filed accurately, reporting all assets and
liabilities and all debts and all transactions in accordance with the Internal
Revenue Code.
o. Ensuring that all assets were always tracked and accounted for, and their proper
valuation was kept on record.
p. Ensuring that all charitable receipts for donations where accurately filled out and
recorded and kept on record.

28. Plaintiff has suffered harm to her professional and personal reputation based upon the
Defendants’ negligence.
29. Defendants were made aware of the requirements and guidelines and their blatant
failures, but they failed to enact safeguards to protect the corporation and the public from future
harm.

30. But for the Defendants’ negligence as stated herein, Plaintiff would not have suffered
the said injuries.

WHEREFORE, the Plaintiff, PATRICIA D. MURPHY requires judgment against the Defendants
negligence and will summarize her requests for relief at the end of this complaint.

COUNT VII

FRAUDULENT CONCEALMENT – VLAD

31. VLAD concealed the material fact that there was misappropriation of VFAF’s funds
and assets.
32. As the Chairman of VFAF, VLAD was obligated to ensure that no expense
reimbursement funds are to be paid from or withdrawn from the corporate bank account(s) without
following the requisite steps. He was also obligated to follow the required accounting steps. It
follows; VLAD was obligated to keep Plaintiff informed on any goings-on at VFAF.
33. However, when the funds and assets were misused by the Defendants, VLAD failed
to raise an alarm accordingly.
34. VLAD intentionally concealed or suppressed the aforesaid fact with the intent to
defraud the Plaintiff; that is, VLAD concealed or suppressed the fact for the purpose of inducing the
plaintiff to act differently than she would have if she had known the fact.
35. Plaintiff was unaware of the fact and would have acted differently if she had known
of the concealed or suppressed fact.
36. As a result of the concealment, Plaintiff suffered harm to her professional and
personal reputation based upon the fraudulent concealment.

WHEREFORE, the Plaintiff, PATRICIA D. MURPHY requires judgment against the VLAD’s
action and/or inaction and will summarize her requests for relief at the end of this complaint.

COUNT VIII

WILLFUL, WANTON, RECKLESS CONDUCT– VLAD

37. As the Chairman of VFAF, VLAD was obligated to ensure that no expense
reimbursement funds are to be paid from or withdrawn from the corporate bank account(s) without
following the requisite steps. He was also obligated to follow the required accounting steps. It
follows; VLAD was obligated to keep Plaintiff informed on any goings-on at VFAF.

38. In failing to protect the funds and assets of VFAF, VLAD willfully and intentionally
disregarded Plaintiff’s rights, causing an unreasonable risk.
39. Besides, VLAD was fully aware of the impact of the misuse of VFAF’s funds and
assets to Plaintiff. Thereby, the risk entailed a high degree of probability of causing substantial
harm.

WHEREFORE, the Plaintiff, XXXX requires judgment against the VLAD’s
action and/or inaction and will summarize her requests for relief at the end of this complaint.

COUNT IX

CIVIL CONSPIRACY– ALL DEFENDANTS

40. Defendants, all members of the Board of Veterans for America First Inc. conspired to
misuse VFAF’s funds and assets.
41. In pursuance of the conspiracy, the Defendants failed to protect the corporation’s
charitable assets; failed to follow accounting practices setup under the bylaws and amendments
thereto; and failed to take steps to ensure the following:

k. Ensuring that all assets were always tracked and accounted for, and their proper
valuation was kept on record.
l. Ensuring that all charitable receipts for donations where accurately filled out and
recorded and kept on record.

42. Plaintiff has suffered harm to her professional and personal reputation based upon the
Defendants’ conspiracy.

WHEREFORE, the Plaintiff, PATRICIA D. MURPHY requires judgment against the Defendants
for breach of their fiduciary duty, negligence, professional negligence, fraudulent concealment,
willful-wanton-reckless conduct, and civil conspiracy and asks for the following relief.

1. Determine the amount of damages suffered by MURPHY due to Defendants breach of duty;
and
2. Enter judgment in favor of MURPHY and against Defendants; and
3. Require the boards that each Defendant is a director of, to submit all books, financial accounts,
endorsements, activities, and the like for review by Plaintiff in conjunction with a neutral third
party appointed by the courts and paid for by Defendants to aid in establishing corrective
measures to protect the corporation and the public from future/potential failures by the board or
officers.
4. Require Defendants to attend general business education classes and submit proof of
completion within one year of this courts’ order.
5. Require Defendants to attend nonprofit/charity education classes and submit proof of
completion within one year of this courts’ order.
6. Require Defendant XXXX or VLAD to resign from any board where their spouse remains a
board member as they are related persons and may cause a potential conflict to be on the same
board, and or violate state requirements where board members can not be related.
7. Require Defendants to file amended tax returns to correctly reflect all assets, liabilities, debts,
and transactions of the company within 30 days of Plaintiff and the neutral third party’s review.
8. Require Defendants to obtain audited financials for every board that they are a member of,
regardless of any requirement to do so within the company bylaws and authorize the Plaintiff to
discuss said audited financials with the appropriately licensed Certified Public Accountant that

the Defendants must pay for each year, within 90 days of January 1 st , for each company that
they are a board member for.
9. Require Defendants to obtain state approval in all fifty (50) states for charitable solicitation
purposes for every individual board they are members of and to submit proof of their
requests/applications/submissions or exemptions within 180 days of this court’s order.
10. Require Defendants to update the website for each respective business with clear and accurate
links for the public to view all state and federal tax filings.
11. Require Defendants to update the website for each respective business with clear and accurate
links for the public to view the status of each state’s charitable solicitation
request/application/submission and include a link to the website page to each state’s details or
each state’s required verbiage on every single solicitation, ad, and marketing piece including all
flyers, graphics, and social media posts.
12. Require Defendants to issue a public apology on all personal, public, and private social media
accounts and those of the corporation for his failures to protect the corporation and the public.
13. Award reasonable fees and costs in favor of MURPHY and against Defendants.
14. Award Punitive damages; and
15. Grant any other relief deemed just and proper.

DEMAND FOR JURY TRIAL

Plaintiff hereby demands that all issues raised herein be tried by a jury.
DATED this _________, XXX

By: _________________________
XXXX

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MOTION FOR LEAVE TO FILE AMENDED COMPLAINT

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