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GENERAL RELEASE AND SETTLEMENT AGREEMENT

 

This General Release and Settlement Agreement (“Settlement Agreement”) is entered

into by PLAINTIFFS, ROBERT JOHNSON and HEAVENLY PRODUCTS INC. F/K/A

CUSTOMIZED PRODUCTIONS, INC. (“PLAINTIFFS”), and GROW FINANCIAL

SERVICES, L.L.C., a Florida limited liability company, and GROW FINANCIAL FEDERAL

CREDIT UNION, a federal credit union (collectively “DEFENDANTS”). The parties hereto are

sometimes referred to collectively herein as the “Parties” and individually as a “Party”.

 

Definitions:

 

A. The term “PLAINTIFFS” as used in this Settlement Agreement shall mean ROBERT

JOHNSON and HEAVENLY PRODUCTS INC. F/K/A CUSTOMIZED

PRODUCTIONS, INC. (hereinafter “HEAVENLY”) as well as their respective

spouse and heirs, executors, administrators, personal representatives, affiliates, parent

companies, subsidiaries, successors and assigns, singular or plural, jointly or severally

wherever the context so admits or requires.

B. The term “DEFENDANTS” as used in this Settlement Agreement shall mean GROW

FINANCIAL SERVICES, L.L.C. and GROW FINANCIAL FEDERAL CREDIT

UNION and any of its past, present or future employees, officers, shareholders,

members, owners, managers, insurers, attorneys, agents, representatives, and any

past, present or future directors, boards of directors, affiliates, parent companies,

subsidiaries, and their successors, assigns, singular or plural, jointly or severally

wherever the context so admits or requires.

 

Background: The Lawsuit.

 

On or about March 29, 2013, ROBERT JOHNSON, pro se,

filed a Statement of Claim entitled

ROBERT JOHNSON, Plaintiff, v. GROW FINANCIAL

 

SERVICES L.L.C., Defendant

 

(hereinafter “GFS”) in the County Court of Pinellas County,

Florida at Case no. 13-002348-SC (the “Lawsuit”). JOHNSON asserts a cause of action against

GFS for the refund of a cash withdrawal fee which JOHNSON alleges was never disclosed to

him (hereinafter referred to as “the Account”). As the DEFENDANTS assert that the money was

the property of HEAVENLY, its participation herein as a Releasor is essential. GFS denied and

still denies the PLAINTIFFS’ material allegations in the Lawsuit, and has not in fact done

business of any kind with the PLAINTIFFS. The Parties acknowledge that the proper party

defendant should have been GROW FINANCIAL FEDERAL CREDIT UNION and that the

release by the PLAINTIFFS of GROW FINANCIAL FEDERAL CREDIT UNION is an

essential and necessary consideration for this Settlement Agreement. Accordingly, although GFS

never charged any fees to the PLAINTIFFS nor held any accounts of the PLAINTIFFS, both

GFS and GROW FINANCIAL FEDERAL CREDIT UNION are referred to collectively as

“DEFENDANTS.”

 

Full Settlement.

 

The Parties to this Settlement Agreement do hereby fully and

finally settle any and all disputes, claims, and causes of action in or related to the Lawsuit,

including but not limited to, any and all claims for compensatory and statutory damages,

damages in tort or contract, injunctive relief, declaratory relief, punitive damages, interest, costs,

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attorneys’ fees, civil rights violations, federal claims, state statutory or common law claims,

emotional distress, pain and suffering, lost profits, lost income, loss of personal property, loss of

personal, financial, and/or business reputation, consequential and/or incidental damages, and any

other claim of damages whatsoever related to such claim or allegations contained in the Lawsuit

or any action arising out of any action regarding the Account taken or not taken by the

DEFENDANTS regarding the Account, as of the date of this Settlement Agreement.

 

Consideration.

 

DEFENDANTS agree to remit the sum of FIVE HUNDRED AND

00/100 DOLLARS ($500.00) (“Settlement Funds”) to the PLAINTIFFS payable to ROBERT

JOHNSON, within fifteen (15) calendar days after execution of this Settlement Agreement by

PLAINTIFFS, and receipt of a properly completed W9, representing full and complete

settlement of all claims for damages, costs and attorney’s fees against DEFENDANTS in this

case. PLAINTIFFS agree that upon receipt of the settlement funds, PLAINTIFFS shall, within

ten (10) days of the receipt of such settlement funds, close all accounts of any kind that

PLAINTIFFS have with GROW FINANCIAL FEDERAL CREDIT UNION, including, but not

limited to, share draft (checking) accounts, share (savings) accounts, money market accounts and

credit card accounts, but ROBERT JOHNSON shall have thirty (30) days to close his credit card

account in order to redeem points he may have accumulated on such credit card account, but he

shall make no more charges on such credit card account and shall pay off any balances owed

before closing said account. In addition, ROBERT JOHNSON also agrees, to the extent that he is

able, to retract and cancel any disparaging or otherwise critical remarks that he may have

previously made about either DEFENDANT on any social media, consumer websites, or any

other public forum viewable on-line by the general public, and provide proof that he has done so,

or attempted to do so, within fifteen (15) days of his execution of this Settlement Agreement.

Further, Plaintiffs agree that they will no longer make any disparaging or critical remarks

regarding the Defendants to any person, entity, web-site, blog, chat room, news media, or any

other public forum subsequent to the receipt of the aforementioned settlement funds.

 

Dismissal of Pending Lawsuit.

 

Along with a signed counterpart of this Settlement

Agreement, and upon receipt of full settlement funds, PLAINTIFFS will file a Voluntary

Dismissal of the Lawsuit with Prejudice upon receipt of full settlement funds from

DEFENDANTS. This Court may retain jurisdiction to enforce the provisions of this Settlement

Agreement, if necessary.

 

Denial of Liability.

 

It is understood by the PLAINTIFFS that DEFENDANTS have

denied, and still deny liability on the merits of such claims and that this Settlement Agreement is

entered into purely as a compromise of disputed matters for the purpose of avoiding the

uncertainty associated with the Lawsuit and the further costs of defending such Lawsuit. The

settlement of claims asserted in the Lawsuit and the obligations created by this Settlement

Agreement are not, and shall not be, construed as an admission of liability of the Parties or any

other person or entity on any claim whether or not asserted in the Lawsuit.

 

Release of Claims.

 

The Parties to this Settlement Agreement hereto hereby release and

forever discharge the other Party to the Lawsuit, together with each other Party’s subsidiaries

and affiliates and all of each other Party’s past, present and future owners, employees, attorneys,

agents, officers, directors, shareholders, members, successors, and assigns from any and all

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debts, claims, demands, damages, losses, liabilities, rights, actions, arbitrations, causes of action,

expenses, contracts, promises, awards, and suits of any kind whatsoever, whether liquidated or

unliquidated, accrued or contingent, known or unknown, foreseen or unforeseen, and any and all

further liability of whatever kind or nature that now exists, which as of the date of this Settlement

Agreement, each Party to the Lawsuit now has or claims to have against any other Party relating

to, or arising out of, or in any way connected with the Lawsuit, including without limitations any

loss, damage or injury whatsoever resulting from any act or omission by or on the part of any

other party to the Lawsuit, committed or omitted prior to the date of execution of this Settlement

Agreement by any other parties. PLAINTIFFS will file a Voluntary Dismissal of the Lawsuit

against DEFENDANTS with Prejudice, providing for each Party to bear their own fees and costs

in the Lawsuit, upon receipt of the settlement funds from DEFENDANTS.

PLAINTIFFS further agree not to initiate any new or further complaint, investigation, or

proceeding against DEFENDANTS with the Federal Trade Commission, National Credit Union

Administration, Florida Attorney General, Better Business Bureau, or any other federal, state or

local law enforcement, regulatory or administrative commission (except as restricted by the

Florida Bar or by state law or regulation), group, board or person, whether public or private,

regarding any facts, failure to act, omissions, facts, events, misrepresentations, transactions,

occurrences or other matters which are the subject matter of the Lawsuit or this Settlement

Agreement.

Notwithstanding the foregoing, nothing herein shall relieve ROBERT JOHNSON

 

of the duty to pay any balance he may owe on his credit card debt to GROW FINANCIAL

 

FEDERAL CREDIT UNION as mentioned above.

 

Confidentiality.

 

Other than facilitating the settlement, dismissal, and closure of this

case or the enforcement of this Settlement Agreement, the Parties, their heirs or assigns, and their

attorneys or representatives, expressly agree that, subject to orders of any duly authorized court

or governmental agency, they will not contact or reveal to

anyone (other than their own

professional advisors and/or consultants, who shall first agree to be covered by the

confidentiality provision of this Settlement Agreement), including, but not limited to, the news

media; web-sites; chat rooms; blogs; consumer protection organizations; newsletters and other

materials; the terms of the Settlement Agreement or consideration thereof, directly or indirectly;

and, further agree that if either Party is contacted by anyone else, other than their own

professionals advisors and/or consultants, they will not reveal the terms and conditions of said

Settlement Agreement. The confidential information shall not be given or provided to anyone

(other than the Party’s professional advisors and/or consultants, as provided for above). Each of

the Parties agree to notify the other Party within a reasonable amount of time if they receive

notice of a request or action from a court or governmental entity requiring the production or

disclosure of the terms, amount, range, estimate, structure, parties, and/or details of this

settlement so that the other Party may appear and oppose such action.

Should either Party be contacted by any third party, the Parties agree that each party shall

only represent that the Lawsuit has been settled and shall not reveal the terms and conditions of

said settlement and/or other details of the settlement.

Notwithstanding the foregoing, this prohibition does not prohibit disclosure regarding

this Settlement Agreement by the Parties, their attorneys, representatives, agents, heirs or assigns

under the specific following conditions:

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a.

 

As is required to comply with any applicable rules, statutes, or regulations of any

governmental agency;

 

b.

 

They may advise their accountants, tax preparers, or the IRS that they received

income or paid money as a result of this Settlement Agreement and the amount

received or paid;

 

c.

 

If subpoenaed by a party to a lawsuit, ordered by a court or as relevant in a

lawsuit involving the IRS, they may testify regarding this Settlement Agreement

or may produce this Settlement Agreement provided that the non-disclosing Party

is provided at least ten (10) calendar days notice to assert any objections prior to

the testimony or production of this Settlement Agreement. The disclosing Party

agrees to waive any objection to non-disclosing Party’s request that the document

production or testimony be done

in camera and under seal;

 

d.

 

Any matters that are part of the public record as of the date of the court order

approving this Settlement Agreement;

 

e.

 

They may state the Lawsuit has been resolved or settled without otherwise

disclosing any of the terms of this Settlement Agreement;

 

f.

 

In the event litigation is brought to enforce this Settlement Agreement; or

 

g.

 

With the non-disclosing Party’s express, written consent.

 

Notice.

 

Any notice required to be given by this Settlement Agreement by

PLAINTIFFS to DEFENDANTS shall be given by electronic mail or by overnight courier and

addressed as follows:

Neil Spector, Esq.

Kass Shuler, P.A.

1505 N. Florida Avenue

Tampa, FL 33602

Email:

nspector@kasslaw.com

Any notice required to be given by this Settlement Agreement by DEFENDANTS to

PLAINTIFFS shall be given by electronic mail or by overnight courier and addressed as follows:

Robert Johnson

***

St. Petersburg, FL 33704

Email:

***

 

Consideration Acknowledged.

 

The Parties acknowledge that the covenants

contained in this Settlement Agreement provide good and sufficient consideration for every

promise, duty, release, obligation, and right contained in this Settlement Agreement.

 

Authority.

 

Each of the Parties hereby warrants and represents that this Settlement

Agreement has been duly authorized, executed and delivered by them, that this Settlement

Agreement constitutes valid and binding obligations enforceable against them in accordance with

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the terms contained herein, and that the execution and delivery of this Settlement Agreement will

not violate or contravene in any way the articles of incorporation or bylaws or partnership

agreement, as may be applicable, of any of the Parties or any agreement of instrument to which

any of the Parties is a party.

 

Ownership of Claims.

 

PLAINTIFFS warrant and represent that PLAINTIFFS own

100% all of the claims and causes of action as set forth in the Lawsuit. PLAINTIFFS release all

claims against DEFENDANTS by this Settlement Agreement and warrant that PLAINTIFFS

have not sold, assigned, granted or transferred, and will not sell, assign, grant or transfer to any

other person, firm or corporation, any of such claims or causes of action or any part thereof.

 

Costs and Attorneys’ Fees.

 

The Parties agree that they will pay their own

respective costs of court in the Lawsuit and their own attorneys’ fees incurred in connection with

the Lawsuit.

 

Entirety and Amendments.

 

This instrument embodies the entire agreement

between the Parties regarding this settlement, supersedes all prior agreements and

understandings, if any, relating to the subject matter hereof, and may be amended only by an

instrument in writing executed jointly by the Parties, and supplemented only by documents

delivered, or to be delivered, in accordance with the express terms hereof.

 

Further Assurances.

 

The Parties agree that, upon the request of any of the

Parties, they will execute and deliver such further documents and undertake such further action

as may reasonably be required to affect any of the agreements and covenants contained in this

Settlement Agreement. PLAINTIFFS further agree to take any and all steps necessary to

withdraw with prejudice their claims against DEFENDANTS in the Lawsuit.

 

Governing Law.

 

This Settlement Agreement is intended to be performed in the State

of Florida and the substantive laws of such state shall govern the validity, construction,

enforcement, and interpretation of this Settlement Agreement.

 

Parties Bound.

 

This Settlement Agreement shall be binding upon and inure to the

benefit of the Parties, their respective heirs, successors, and assigns.

 

Resolution of Disputes.

 

Should any Party deem it necessary to bring a lawsuit in

any court of competent jurisdiction to enforce the terms of this Settlement Agreement, the court

shall award attorneys’ fees and costs of the suit to the prevailing party of such lawsuit.

 

Agreement Read by Parties.

 

The Parties agree that they will have read, and that

they have had their legal counsel review, or chosen not to consult counsel, having fully

understood its terms, this Settlement Agreement before they signed it.

 

Construction.

 

The Parties agree that this Settlement Agreement is an instrument

negotiated by all of the Parties and will not be construed against its drafter.

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No Reliance on Representations of Others.

 

In entering into this Settlement

Agreement, the Parties have not relied upon any statements or representations pertaining to this

matter by the other side, or by any person representing the other side, but instead the Parties have

relied on the advice of their own attorneys, who have reviewed this document, and on their own

independent judgment as to their rights and obligations under this Settlement Agreement.

 

Counterparts.

 

This Settlement Agreement may be executed in any number of

identical counterparts and via facsimile, electronic or digital signature, each of which shall be

deemed to be an original for all purposes.

 

Severability.

 

If any provision or any part of any provision of this Settlement Agreement

is for any reason held to be invalid, unenforceable, or contrary to any public policy, law, statute

or ordinance, then the remainder of this Settlement Agreement shall not be affected thereby, and

shall remain valid and fully enforceable.

 

IN WITNESS WHEREOF,

 

ROBERT JOHNSON executed this Settlement Agreement on the

date set forth below.

________________________________________

ROBERT JOHNSON

Date: ___________________________________

STATE OF FLORIDA

COUNTY OF PINELLAS

SWORN TO and SUBSCRIBED before me on _________________________, 2013 by

ROBERT JOHNSON

G who is personally known to me G who has produced

______________________________ as identification and that acknowledged executing same freely and

voluntarily.

____________________________________

Signature of Notary Public

NOTARY PUBLIC, STATE OF FLORIDA

My Commission Expires:

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IN WITNESS WHEREOF,

 

HEAVENLY PRODUCTS, INC. F/K/A CUSTOMIZED

PRODUCTIONS, INC. has executed this Settlement Agreement on the date set forth below.

HEAVENLY PRODUCTS, INC. F/K/A CUSTOMIZED

PRODUCTIONS, INC.

By:______________________________________

Robert Johnson

Title:President

Date: ___________________________________

STATE OF FLORIDA

COUNTY OF PINELLAS

SWORN TO and SUBSCRIBED before me on _________________________, 2013 by

ROBERT JOHNSON, PRESIDENT,

G who is personally known to me G who has produced

______________________________ as identification and that acknowledged executing same freely and

voluntarily.

____________________________________

Signature of Notary Public

NOTARY PUBLIC, STATE OF FLORIDA

My Commission Expires:

 

IN WITNESS WHEREOF,

 

GROW FINANCIAL SERVICES, L.L.C. has executed this

Settlement Agreement on the date set forth below.

GROW FINANCIAL SERVICES, L.L.C.

By:______________________________________

Print Name:

Title:

Date: ___________________________________

STATE OF FLORIDA

COUNTY OF HILLSBOROUGH

SWORN TO and SUBSCRIBED before me on _________________________, 2013 by

_______________________________,

G who is personally known to me G who has produced

______________________________ as identification and that acknowledged executing same freely and

voluntarily.

____________________________________

Signature of Notary Public

NOTARY PUBLIC, STATE OF FLORIDA

My Commission Expires:

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IN WITNESS WHEREOF,

 

GROW FINANCIAL FEDERAL CREDIT UNION has executed

this Settlement Agreement on the date set forth below.

GROW FINANCIAL FEDERAL CREDIT UNION

By:______________________________________

Print Name:

Title:

Date: ___________________________________

STATE OF FLORIDA

COUNTY OF HILLSBOROUGH

SWORN TO and SUBSCRIBED before me on _________________________, 2013 by

_______________________________,

G who is personally known to me G who has produced

______________________________ as identification and that acknowledged executing same freely and

voluntarily.

____________________________________

Signature of Notary Public

NOTARY PUBLIC, STATE OF FLORIDA

My Commission Expires: