IN THE CIRCUIT COURT OF HAMILTON COUNTY, TENNESSEE GEORGE W. WALLS, JR., TRUSTEE, fblo GEORGE W. WALLS, JR. TRUST Plaintiff/Counter-Defendant, No. 17-C-417 Div. HT v JURY DEMAND 4C SONS, LLC d/b/a CHEEBURGER. CHEEBURGER, « Defendant/Counter-Plaintiff’Third- * Party Plaintiff, v. ey nev MALI GEORGE KENNETH WALLS, ie 2 3 ‘Third-Party Defendant. usd AUN goin 9! 4C SONS, LLC d/b/a CHEEBURGER CHEEBURGER’S ANSWER, COUNTER-CLAIM, AND THIRD-PARTY COMPLAINT 4 oigo Ni 031 AC Sons, LLC d/b/a Cheeburger Cheeburger (“4C Sons”), by and through its attomeys, | Grant, Konvalinka & Harrison, P.C., hereby files its Answer to the Complaint filed by George W. ‘Walls, Jr, Trustee, Counter-Claim against George W. Walls, Jr., Trustee, and Third-Party Claim against George Kemeth Walls, stating as follows: ANSWER TO COMPLAINT FIRST DEFENSE ‘The Complaint fails to state a claim upon which relief can be granted, and therefore, should be dismissed as a matter of law. SECOND DEFENSE By reason of his own acts, conduct and/or omissions, Plaintiff's claims against 4C Sons are barred in whole or in part by the doctrine of estoppel, waiver and/or laches.THIRD DEFENSE Pleading alternatively and affirmatively, some or all of Plaintiff's claims are barred by public policy in as much as Plaintiff compromised and otherwise engaged in conduct that impaired the structural integrity of the building. FOURTH DEFENSE Some or all of Plaintiff's claims are or should be denied and barred based upon the doctrine of unclean hands. FIFTH DEFENSE Some or all of Plaintiff's claims are or should be barred on the grounds of accord and satisfaction, antecedent breach, failure of condition precedent, novation and/or the doctrine of payment. SIXTH DEFENSE Pleading alternatively and affirmatively, 4C Sons is not liable to Plaintiff on the grounds of mistake of fact and/or Jaw; lack of maturity of assent; failure of a meeting of the minds; and/or lack of mutuality of obligations. SEVENTH DEFENSE PlaintifP's claims should be dismissed or barred in that Plaintiff has breached or failed to satisfy his duty of good faith and fair dealing. EIGHTH DEFENSE At all relevant times during Plai {iff's Complaint, 4C Sons acted in accérdance with the terms of the Lease thus barring Plaintiff's right of action as a matter of law. NINTH DEFENSE Plaintiff's claims are barred in whole or in part by the defenses of payment and setoff.TENTH DEFENSE Upon information and belief, Plaintiff's claims are barred in whole or in part due to Plaintiffs failure to mitigate his alleged damages, if any. ELEVENTH DEFENSE 4C Sons is not liable to Plaintiff inasmuch as it has not breached any alleged duty allegedly owed to Plaintifé : : F = ‘TWELFTH DEFENSE AC Sons defies that it has breached any agreement with Plaintiff, and that if any agreement ‘was breached, Plaintiffbreached it first and/or interfered with 4C Sons's ability to perform pursuant to any such agreement and is therefore not entitled to relief for an alleged later breach by 4C Sons. ‘THIRTEENTH DEFENSE 4C Sons relies upon the affirmative defenses of frand and misrepresentation committed by Plaintiff. FOURTEENTH DEFENSE 4C Sons relies on the affirmative defense of release. FIFTEENTH DEFENSE Upon information and belief, Plaintif’s claims are bared in whole or in part due t0 Plaintiff's own conduct which resulted in frustration of purpose of any Lease Agreement. SIXTEENTH DEFENSE Pending any and all discovery, 4C Sons reserves its right to amend its Answer to include additional affirmative defenses (or additional counter-claims or third-party claims) should further investigation and discovery deem it appropriate.8. As alleged, 4C Sons is without information or knowledge sufficient to form an opinion or belief as to the allegations contained in Paragraph 8 and therefore, on that basis, denies the allegations and demands strict proof, 4C Sons admits that it is a successor lessee to a lease agreement relative to a Unit A at property located at 138 Market Street, Chattanooga, Tennessee. 9. As alleged, 4C Sons is without information or knowledge sufficient to form an opinion or belief as to the allegations contained in Paragraph 9 and therefore, on that basis, denies ‘the allegations and demands strict proof. 4C Sons admits that as to a lease agreement for Unit A at property located at 138 Market Street, Chattanooga, Tennessee, such lease had an expiration date of April 1, 2018. 10. As alleged, 4C Sons is without information or knowledge sufficient to form an opinion or beliefas to the allegations contained in Paragraph 10 and therefore, on that basis, denies the allegations and demands strict proof. 4C Sons admits that it has a lease agreement for Unit A. at property located at 138 Market Street, Chattanooga, Tennessee. 11, 4C Sons denies the allegations contained in Paragraph 11. 12. As alleged, 4C Sons is without information or knowledge sufficient to form an opinion or belief as to the allegations contained in Paragraph 12 and therefore, ori that basis, denies the allegations and demands strict proof. Plaintiff fails to attach a copy of any lease to the Complaint. 13. 4C Sons denies the allegations contained in Paragraph 13. 14, 4C Sons denies the allegations contained in Paragraph 14, 15. 4C Sons denies the allegations contained in Paragraph 15. 16. 4C Sons denies the allegations contained in Paragraph 16. 17, 4C Sons denies the allegations contained in Paragraph 17.18. As alleged, 4C Sons is without information or knowledge sufficient to form an opinion or belief as to the allegations contained in Paragraph 18 and therefore, on that basis, denies the allegations and demands strict proof. 4C Sons admits that a building located at 138 Market Street, Chattanooga, Tennessee collapsed on March 29, 2017. 19. As alleged, 4C Sons is without information or knowledge sufficient to form an ‘opinion or belief as to the allegations contained in Paragraph 19 and therefore, on that basis, denies the allegations and demands strict proof. 4C Sons admits that the Chattanooga Fire Department ‘was on site relative to a collapsed building located at 138 Market Street, Chattanooga, Tennessee, on Match 29, 2017. 20. 4C Sons denies the allegations contained in Paragraph 20. 21. 4C Sons denies the allegations contained in Paragraph 21. PLAINTIFF'S RESPONSES TO COUNT I- NEGLIGENCE 22. 4C Sons reasserts and incorporates its answers to Paragraphs 1 through 21 as if fully asserted in this Paragraph. 23. Paragraph 23 contains a legal conclusion to which no admission or denial is required. To the extent required, 4C Sons denies the allegations contained in Paragraph 23. 24. Paragraph 24 contains a legal conclusion to which no admission or denial is required. ‘To the extent required, 4C Sons denies the allegations contained in Paragraph 24. 25. Paragraph 25 contains a legal conclusion to which no admission or denial is required. To the extent required, 4C Sons denies the allegations contained in Paragraph 25. 26. Paragraph 26 contains a legal conclusion to which no admission or denial is required. To the extent required, 4C Sons denies the allegations contained in Paragraph 26, 27. Paragraph 27 contains a legal conclusion to which no admission or denial is required. “To the extent required, 4C Sons denies the allegations contained in Paragraph 27.28 Paragraph 28 contains a legal conclusion to which no admission or denial is required. To the extent required, 4C Sons denies the allegations contained in Paragraph 28. PLAINTIFF'S RESPONSES TO COUNT It - RECKLESSNESS 29. 4C Sons reasserts and incorporates its answers to Paragraphs 1 through 28 as if fully asserted in this Paragraph. 30. Paragraph 30 contains a legal conclusion to which no admission or denial is required. To the extent required, 4C Sons denies the allegations contained in Paragraph 30. 31. Paragraph 31 contains a legal conclusion to which no admission or denial is required. To the extent required, 4C Sons denies the allegations contained in Paragraph 31. 32. Paragraph 32 contains a legal conclusion to which no admission or denial is required. To the extent required, 4C Sons denies the allegations contained in Paragraph 32. 33, Paragraph 33 contains a legal conclusion to which no admission or denial is required. To the extent required, 4C Sons denies the allegations contained in Paragraph 33. 34, Paragraph 34 contains a legal conclusion to which no admission or denial is required. To the extent required, 4C Sons denies the allegations contained in Paragraph 34. 35. Paragraph 35 contains a legal conclusion to which no admission or denial is required. To the extent required, 4C Sons denies the allegations contained in Paragraph 35. PLAINTIFF'S RESPONSES TO COUNT Il - BREACH OF CONTRACT 36. 4C Sons reasserts and incorporates its answers to Paragraphs 1 through 35 as if fully asserted in this Paragraph. 37. Paragraph 37 contains a legal conclusion to which no admission or denial is required. To the extent required, 4C Sons denies the allegations contained in Paragraph 37.38. As alleged, 4C Sons is without information or knowledge sufficient to form an. opinion or belief as to the allegations contained in Paragraph 38 and therefore, on that basis, denies the allegations and demands strict proof. 39. Paragraph 39 contains a legal conclusion to which no admission or denial is required. To the extent required, 4C Sons denies the allegations contained in Paragraph 39. 40. 4C Sons admits that its attorney mailed a letter to Plaintiff dated March 21, 2017. 4C ‘Sons denies all other allegations contained in Paragraph 40. 41. Paragraph 41 contains a legal conclusion to which no admission or denial is required. To the extent required, 4C Sons denies the allegations contained in Paragraph 41. 42. Paragraph 42 contains a legal conclusion to which no admission or denial is required. To the extent required, 4C Sons denies the allegations contained in Paragraph 42, 43. Paragraph 43 contains a legal conclusion to which no admission or denial is required. To the extent required, 4C Sons denies the allegations contained in Paragraph 43. PLAINTIFF'S RESPONSES TO SECTION TITLED “DAMAGES” 44, 4C Sons reasserts and incorporates its answers to Paragraphs 1 through 43 as if fully asserted in this Paragraph. 45. 4C Sons denies the allegations contained in Paragraph 45. 46. Paragraph 46 contains a legal conclusion to which no admission or denial is required. ‘To the extent required, 4C Sons denies the allegations contained in Paragraph 46. 47. Paragraph 47 contains a legal conclusion to which no admission or denial is required. To the extent required, 4C Sons denies the allegations contained in Paragraph 47. 48. 4C Sons denies the allegations contained in Paragraph 48. 49. AC Sons denies the allegations contained in Paragraph 49,WHEREFORE, having fully responded, 4C Sons requests that judgment be entered in its favor dismissing PlaintifP's action with prejudice, that all costs be assessed against Plaintiff and that 4C Sons be awarded its expenses and costs in defending this action, including without limitation an award for all attorneys' fees and any other such relief as the Court deems proper and just. COUNTERCLAIM AND THIRD-PARTY CLAIM AND NOW, baving fally answered the Plaintiff's Complaint, 4C Sons, pursuant to Rule 13 of the Tennessee Rules of Civil Procedure, assumes the role of Counter-Plaintiff and Third- Party Plaintiff and for its cause of action against Counter-Defendant George W. Walls, J., Trustee, ‘ffblo George W. Walls, Jr., Trust (“George Walls”) and Third-Party Defendant George Kenneth Walls (“Kenneth Walls”), states the following: 1. 4C Sons’s claims arise out of, among other things, George Walls’s and/or Kenneth Walls’s violation of that certain Lease for commercial property located at 138 Market Street, Chattanooga, Tennessee, relative to 4C Son’s restaurant commonly known as “Cheeburger Cheeburger”, as well as other unlaw/al conduct on the part of George Walls and/or Kenneth Walls. PARTIES 2. Counter-Plaintiff and Third-Party Plaintiff, 4C Sons, LLC (“4C Sons”) d/b/a/ Cheeburger Cheeburger Restaurant (“Cheeburger Cheeburger”), is a Tennessee limited liability company and at all times pertinent herein was duly operating under the laws of the State of ‘Tennessee in Hamilton County, Tennessee. 3. Upon information and belief, Counter-Defendant, George W. Walls, Jr., Trustee, ‘blo George W. Walls, Jr., Trust (“George Walls”), is a citizen and resident of Marion County, ‘Tennessee and can be served with process at 11 Tate Road, Kimball, Tennessee 37347.4. Upon information and belief, George Walls is the trustec of an unrecorded and undisclosed trust. 5. Upon information and belief, Third-Party Defendant, George Kenneth Walls (‘Kenneth Walls”), is a citizen and resident of Hamilton County, Tennessee and can be served with process at 4103 Tennessee Avenue, Chattanooga, 37409. 6. Defendant George Walls holds title to certain real property having the street address 138 Market Street, Chattanooga, Tennessee 37402 (the “Property”) which contains, or used to contain, a building of approximately 12,849 square feet (the “Building”) that was constructed in or around 1900. 7. Defendant Kenneth Walls is George Walls's son. 8. Upon information and belief, Defendant Kenneth Walls is a property manager of the Property. 9. Upon information and belief, has authority to handle affairs, and in fact docs handle affsirs, conceming George Walls and/or the George W. Walls, Jr. Trust, pursuant to a power of attorney. 10. ‘An actual controversy exists between 4C Sons and George Walls and Kenneth Walls. 11. This Court has ix personam jurisdiction over Defendant George Walls because George Walls holds title to the Property, which is located in Chattanooga, Hamilton County, Tennessee. 12. Pleading alternatively ond in the affirmative, this Court has in personam jurisdiction over Defendant George Walls pursuant to Tenn. Code Ann. § 20-2-201 et seq. because George Walls has engaged in continuous and systematic commercial and business activities with 10the state of Tennessee for several years such that asserting jurisdiction over George Walls is fair, Proper, and just. 13. This Court has in personam jurisdiction over Defendant Kenneth Walls because Kenneth Walls resides in Hamilton County and otherwise engages in business in Hamilton County. 14. Pleading altematively and in the affirmative, this Court has specific jurisdiction over both George Walls and Kenneth Walls pursuant to Tenn. Code Ann. § 20-2-214, as they have purposely directed their unlawful activities towards 4C Sons in Hamilton County, Tennessee, and the events giving rise to 4C Sons’s claims arise out of and/or are related to George Walls’s and Kenneth Walls’s joint and several unlawful actions in Hamilton County, Tennessee. 15. Venues proper in this Court because, inter alia, the events giving rise to 4C Sons’s claims arise out of and/or are related to George Walls’s and Kenneth Walls’s unlawful actions in Hamilton County, Tennessee. 16. Pleading alternatively and in the affirmative, George Walls and Kenneth Walls have subjected themselves to the jurisdiction of this Court pursuant to Tenn. Code Ann. § 20-2- 214 by virtue of their conduct in directing their unlawful activities towards 4C Sons in Hamilton County, Tennessee. FACTUAL ALLEGATIONS 17. 4C Sons incorporates the above paragraphs by reference as if fully stated herein. 18. On October 9, 1997, George Walls and J.R. Rothwell (“Rothwell”) entered into a ‘written lease agreement (the “Master Property Lease”) whereby, among other things, George ‘Walls leased the Building and parking lot located on the Property to Rothwell for a period of five (6) years commencing on April 10, 1998 and ending on April 9, 2003, 19. Upon information and belief, a true and accurate copy of the Master Property Lease is attached hereto as Exhibit A. u20. On or about November 12, 1997, Rothwell, acting in the capacity as lessor of the Property, entered into a sub-lease agreement (“Cheeburger Cheeburger Lease”) with lessees Charles H. Sahm, Jr. (“Sahm”) & W. David Montgomery (“Montgomery”) d/b/a Bigger Better, LLC, a franchise of Cheeburger Cheeburger (collectively Sahm and Montgomery are referred to as “Original Sub-lessees”). 21. Upon information and belief, a tme and accurate copy of the Checburger Cheeburger Lease is attached hereto as Exhibit B. 22. Pursuant to the Cheeburger Cheeburger Lease, Rothwell leased Unit A (“Unit A” or “Cheeburger Cheeburger Unit”) of the Property which unit consisted of 2,025 square fect of rentable space for a term commencing on April 1, 1998 and ending on April 1, 2003. 23. Original Sub-lessees agreed to pay Rothwell annual rent of $40,800.00 to be paid ‘monthly at the rate of $3,400.00 per month, payable in advance on the first day of each and every month during the term of the Cheeburger Cheeburger Lease. 24, Upon information and belief, Original Sub-lessees entered into the Cheeburger Cheeburger Lease for the purpose of operating a restaurant under the name “Cheeburger Cheeburger”, which is a non-alcoholic family style restaurant specializing in cheeseburgers, fries and milkshakes. 25. Other units of the Building are or have been subleased to additional commercial tenants, including but not limited to, restaurants and/or event venues operating under the names “Genghis Grill-The Mongolian Stir Fry”, “Vaudeville Café-Murder Mystery Dinner Shows”, “Chattanooga Ghost Tours”, and “The Venue on Market”. 26. Upon information and belief, on or about January 28, 2000, Rothwell entered into a Conditional Assignment of Lease (“Conditional Assignment”) with Chun Hsiung Chen Chen”), which conditionally assigned to Chen the Master Property Lease. 1227. A true and accurate copy of the Conditional Assignment is attached hereto as Exhibit C. 28. The Master Property Lease provides for the right to assign said lease and on November 13, 2000, Rothwell completely assigned to Chen all of Rothwell’s right, title and interest to the Master Property Lease and to all subleases on the Property. 29. A true and accurate copy of the Assignment of Lease is attached hereto as Exhibit 30. Following the complete assignment of the Master Property Lease to Chen, Chen hired and/or otherwise retained the services of Walldorf Property Management Company (-Walldorf’) to provide property management services. 31. The Cheeburger Cheeburger Lease provides that, at the option of the Sub-lessees and subsequent approval of the lessor, the term of the Cheeburger Cheeburger Lease may be ‘extended prior to the then current term for three (3) five-year options, the specific term of which provision are as follows: “Provided that Lessee is not in default hereunder, the term of this [Unit A] Lease may, at the option of Lessee and subsequent approval of Lessor, be exercised by written notice no less than six months rior to the expiration of the then current term and extended for three ) five year options. Each 5 year option shall have an annual increase of 0%.” (See, Cheeburger Cheeburger Lease, Paragraph 20). 32. Ino around late 2002 or early 2003, Original Sub-lessees gave notice of their intent to exercise the first of the three (3) options to extend the Cheeburger Cheeburger Lease for a period of five (5) years. 33. Chen approved and the Cheeburger Cheeburger Lease was extended until April 1, 334. Following the Original Sub-lessee’s exercise of renewal option, Original Sub- lessces assigned and otherwise transferred all of their interest in and to the Cheeburger Cheeburger Lease to 4C Sons who assumed all right, title and interest in and to the Cheeburger Cheeburger Lease, including without limitation the obligation to pay all rents relative to Unit A. 35. Thereafter, and at all times pertinent herein, 4C Sons continued the operations of the Cheeburger Cheeburger restaurant and faithfully fulfilled its obligations of the Cheeburger Cheeburger Lease, including without limitation fulfilling the obligation for the payment of rent. 36. Inor around late 2007 or early 2008, 4C Sons gave notice of its intent to exercise the second of the three (3) options to extend the Cheeburger Cheeburger Lease for another five (5) year term. 37. Chen approved and the Cheeburger Cheeburger Lease was extended until April 1, 2013. 38. Omor about March 31, 2012, Chen reassigned the Master Property Lease and all sub-leases, including the Cheeburger Cheeburger Lease, to George Walls. 39. At ornear the time that George Walls received assignment of the Master Property Lease and the sub-leases, he hired his son, Kenneth Walls, to serve as the property manager relative to the Property and Building. 40. Upon information and belief, Kenneth Walls and/or George Walls undertook efforts to repair Building, including without limitation roof repairs and inserting various stecl plates into the structure of the Building. 41. Onorabout September 28, 2012, 4C Sons as successor lessee under the Cheeburger Cheeburger Lease, provided notice to Walls of its intent to exercise the third option to renew the lease for a period of five years commencing April 1, 2013.42. A tue and accurate copy of the aforestated letter dated September 28, 2012 is attached hereto as Exhibit K. 43. On September 29, 2012, George Walls responded via email, stating “The formal notice of renewal; I accept. Thanks, GW” 44. A true and accurate copy of the aforestated email dated September 29, 2012, is attached hereto as Exhibit F. 45. Atall times relevant with regard to the Cheeburger Cheeburger Lease, 4C Sons has complied with its obligations and has otherwise faithfully performed in accordance with the Cheeburger Cheeburger Lease. 46. Upon information and belief, at some time in 2016 George Walls and/or Kenneth ‘Walls became aware that the foundation of the Building was shifting or otherwise weakening, causing the structural integrity of the entire building to be impaired. 47. Upon information and belief, in or around December, 2016, George Walls and/or Kenneth Walls hired a local engincering firm, A.G. Engineering, LLC (“A.G. Engineering”), to ‘conduct an on-site inspection of the Building. 48. Upon information and belief, A.G. Engineering published a reported (the “A.G. Engineering Report”) dated December 12, 2016, confirming that the Building’s foundation had shifted cansing the load bearing front column of the Building to crack and move. 49. The A.G. Engineering Report stated specifically: ‘This is to certify that I undertook first-hand inspection of the building to address specific concems: FOUNDATION (Outward shift is evident at the front column at the exterior entrance of the Cheeburger Cheeburger restaurant (Photo 1). ‘The building eavelop consists of multiple-wythe original brick that is load bearing. Cracking and movement are evident in the load bearing brick. Eccentricity, cvident in the column, is of concem. A concrete 15material was added to the second floor several years ago. Weight of the concrete may be driving the movement. 50. Additionally, A.G. Engineering identified repairs recommended to remedy the impairments of the Building’s foundation “to provide added assurance that loading is accommodated.” 51. A true and accurate copy of the A.G. Engineering Report is attached hereto as. Exhibit G. 52. Upon information and belief, George Walls and/or Kenneth Walls poured, or allowed to be poured, a concrete floor on the unit above the Cheeburger Cheeburger Restaurant which at some point in time operated a restaurant commonly known as the Vaudeville Café (Vandeville Unit”). 53. The Vaudeville Unit is separate from the Cheeburger Cheeburger Unit and neither 4C Sons, nor any of its representatives, have entered into a lease agreement relative to the ‘Vandeville Unit. 54, AC Sons had no involvement with the concrete floor being poured on the second floor and was never consulted by, nor notified by, George Walls or Kenneth Walls that a concrete floor was poured in the Vaudeville Unit. 55. Upon information and belief, George Walls and Kenneth Walls failed to undertake efforts to repair or otherwise restore the Building’s foundation or the Building’s front column. 56. In March 2017, the Building’s sewer line beneath the adjacent first-floor unit that formerly rented to Genghis Grill (“Genghis Grill Unit”) broke rendering Cheeburger Cheeburger’s restrooms inoperable. 57. AC Sons notified George Walls and/or Kenneth Walls of the sewer issues beneath the Genghis Grill Unit and demanded that they repair the sewer line. 1658. Attached hereto as Exhibit H is a copy of the notice dated March 21, 2017, issued to George Walls and Kenneth Walls. 59. George Walls and/or Kenneth Walls refused to repair the sewer line and in fact demanded and otherwise required 4C Sons to repair the sewer line. 60. On or about March 24, 2017, a City of Chattanooga building inspector, Mr. Carry ‘Moms (“Mortis”) issued a correction notice (“Correction Notice”) relative to the property at 138 ‘Market Street stating that Morris inspected the structure and premises and found foundation ‘impairments and attached a copy of the A.G. Engineering Report. 61. The Correction Notice ordered that within 15 days repairs to the Building were : required to be made by a structural engineer or else the Building would be condemned. 62. _4C Sons representatives notified George Walls and/or Kenneth Walls of the City’s Correction Notice and again demanded that they immediately undertake efforts to cure the structural impairments of the building. 63. Attached hereto as Exhibit I is a copy of the notice dated March 24, 2017, issued to George Walls and Kenneth Walls. 64. Notwithstanding 4C Sons’s notifications, George Walls and Kenneth Walls both refused to commit or undertake sufficient action to secure and/or restore the Building’s structural integrity. 65. On or about March 28, 2017, 4C Sons’s representatives observed additional | cracking and foundation shifts in the Building and again notified George Walls and/or Kenneth Walls of the Building’s condition. 66. Notwithstanding 4C Son’s repeated efforts, Goorge Walls and/or Kenneth Walls again refused to repair the Building’s foundation. 767. Thereafter, 4C Sons blocked off a portion of the sidewalk in front of the Building ‘and announced it was closing the Cheeburger Cheeburger Restaurant duc to its genuine concem for the safety of its invitees and users of the Building. 68. At approximately 2:00 pm. on Wednesday, March 29, 2017, the Building’s front column collapsed causing the front wall of the Building facing Market Street to also collapse, together with portions of the Building’s second floor and roof. 69. Thereafter, the Chattanooga Fire Marshall and Chief Building Inspector (collectively the “City”) issued an order (“City’s Demolition Order), effective March 29, 2017, finding that the Building contained a structural failure and posed a danger to other property and occupants of adjoining properties. 70. Asaresult, the City ordered the immediate demolition of the Building. 71, Atrueand correct copy of the City’s Demolition Order is attached hereto as Exhibit ie 72. As aresult, 4C Sons was forced to close its business and notify its approximately 25 employees that it will not be operating for the foreseeable future. COUNTI BREACH OF THE LEASE 73. 4C Sons incorporates the above paragraphs by reference as if fully stated herein. 74, 4C Sons and George Walls, as assignees of the Cheeburger Cheeburger Lease, are ‘parties to the Cheeburger Cheeburger Lease. 75. 4C Sons paid any and all amounts due under the Lease, including without limitation rent, and in exchange was entitled to receive a unit of 2,025 square feet within the Building. 76. 4C Sons was also entitled to receive a unit within the Building that was stracturally secure and free of structure and/or foundation impairments. 1877. AC Sons was also entitled to enjoy, during the term of the Lease, quiet and undisturbed possession of its unit. 78. George Walls and Kenneth Walls, jointly and severally, and with complete and reckless disregard of its contractual obligations and obligations to engage in good faith and fair dealing, obstructed and otherwise interfered with 4C Sons's possessory interests in its Unit, including without limitation, iti, iv. Failing to ensure the structural integrity and foundation of the Building was secure and free of defects and/or impairments. Allowing the Building’s foundation and structural integrity to deteriorate nd become impaired causing on immediate threat to Cheeburger Cheeburger’s invitees, workers, agents and representatives. Failing to ensure at all times that 4C Sons had the square footage as represented in the Cheeburger Cheeburger Lease. Interfering with and depriving 4C Sons's full use and enjoyment of its Unit. Allowing the Building’s front column to become deteriorated to a degree causing the Building to collapse, rendering the Cheeburger Cheeburger Unit useless and improbable to operate a restaurant. Failing to and/or otherwise refusing to repair the sewer line beneath the Genghis Grill Unit. 79. — George Walls and/or his agents, including Kenneth Walls, had no authority, right, or justification to breach the Cheeburger Cheeburger Lease. 80. As a direct and proximate result of George Walls and Kenneth Walls, joint and separate breach of the Cheeburger Cheeburger Lease, 4C Sons has sustained damages in the form of, inter alia, lost income, loss of business, lost employees, and damaged property. 1981. Asa direct and proximate result of George Walls and Kenneth Walls, joint and separate breach of the Cheeburger Cheeburger Lease, 4C Sons is entitled to judgment in an amount to be determined at trial, plus consequential damages, incidental damages, and punitive damages. COUNT BREACH OF THE COVENANT OF QUIET ENJOYMENT 82, 4C Sons incorporates the above paragraphs by reference as if fully stated herein. 83. Pursuant to the Cheeburger Cheeburger Lease, 4C Sons was entitled to have and enjoy, during the term of the agreement, quiet and undisturbed possession of the Checburger Cheeburger Unit. 84, George Walls and Kenneth Walls, jointly and severally, breached the covenant of quiet enjoyment as evidenced by the collapsed Building and their failure to take efforts to protect against the structural and foundation defects of the Building. 85. George Walls and Kenneth Walls, jointly and severally, breached the covenant of quiet enjoyment as evidenced by their failure to repair the sewer line beneath the Genghis Grill Unit. 86. Asa direct and proximate result of George Walls and Kenneth Walls, joint and separate breach 4C Sons’s entitled to quiet enjoyment, 4C Sons has been damaged and is entitled to judgment in an amount to be determined at trial, plus consequential damages, incidental damages, and punitive damages INTENTIONAL INTERFEREN BUSINESS RELATIONSHIPS 87. _4C Sons incorporates the above paragraphs by reference as if fully stated herein. 88. 4C Sons operateds Cheeburger Cheeburger, a non-alcoholic family style restaurant ‘open to the general public, in the Building. As such, business relationships existed between 4C Sons and Cheeburger Cheeburger customers, vendors, and employees. 2089. George Walls and Kenneth Walls have specific knowledge of these business relationships, as they both know that 4C Sons operates the Cheeburger Cheeburger restaurant in the Building and more specifically within the Cheeburger Cheeburger Unit. 90. The Cheeburger Checburger Lease specifically provides and otherwise restricts the operations within the Cheeburger Cheeburger Unit to be used “only for restaurant and/or retail space” 91. George Walls and Kenneth Walls, jointly and severally, have acted with the intent to cause and in fact have caused the breach or termination of the business relationships between 4C Sons and Cheeburger Cheeburger customers, vendors and employees. 92. George Walls and Kenneth Walls, jointly and severally, have obstructed and interfered with these business relationships by, including without limitation: i. Failing to ensure the structural integrity and foundation of the Building was secure and free of defects and/or impairments. ii, Allowing the Building's foundation and structural integrity to deteriorate and become impaired causing an immediate threat to Checburger Checburger’s invitees, workers, agents and representatives. iii, Failing to ensure at all times that 4C Sons had the square footage as represented in the Cheeburger Cheeburger Lease. iv. Interfering with and depriving 4C Sons’s full use and enjoyment ofits Unit. v. Allowing the Building’s front column to collapse, rendering the Cheeburger Cheeburger Unit useless and improbable to operate a restaurant. vi. Failing to and/or otherwise refusing to repair the sewer line beneath the Genghis Grill Unit. 293. George Walls and Kenneth Walls, jointly and severally, disregarded any and all of 4C Sons’s efforts and demands to secure the structural integrity and foundation of the Building despite repeated notices and warnings from 4C Sons, various engineers, and/or the City of Chattanooga. 94. George Walls and Kenneth Walls acted with an improper motive and/or improper means as evidenced by the allegations contained herein, to injure 4C Sons and its Cheeburger Cheeburger Restaurant. 95. George Walls and Kenneth Walls, jointly and severally, knew or should have known that their actions did obstruct and interfere with, or would obstruct and interfere with, 4C Sons’s business relationships and, in tum, injure 4C Sons and/or Checburger Cheeburger financially. 96. Asa direct and proximate result of George Walls’s and Kenneth Walls’s, joint and separate, intentional and improper conduct, 4C Sons has been damaged as detailed herein and is entitled to judgment in an amount to be determined at trial, plus consequential damages, incidental damages, treble damages and/or punitive damages, and attorneys’ fees. COUNTIV VIOLATION OF THE TE! INSUMER PROTECTION ACT 97. 4C Sons incorporates the above paragraphs by reference as if fully stated herein, 98. 4C Sons brings this action under the Tennessee Consumer Protection Act of 1977, Tenn. Code Ann. § 47-18-101 et seg. (the “Act”). 99, As a result of the actions described hereinabove, inter alia, George Walls and Kenneth Walls, jointly and severally, have committed one or more unfair and/or deceptive acts and/or practices in violation of the Act, including but not limited to, @. Creating the false impression to 4C Sons that 4C Sons would have full use and enjoyment of its Unit without disruption; 22b. That 4C Sons would have a structurally secure Building with a solid foundation allowing for the operation of a restaurant. c. That 4C Sons and its invitees, employees, agents and representatives would be safe from any impairments in the Building’s structure and foundation. 100. George Walls’s and Kenneth Walls's unfair and deceptive acts or practices affected trade or commerce as that term is used in the Act. 101. George Walls’s and Kenneth Walls’s violations of the Act were willful and knowing violations. 102. 4C Sons has suffered an ascertainable loss of money, business, and business reputation as a result of George Walls’s and Kenneth Walls’s unfair and deceptive act(s). 103. As a sole, proximate, and direct result of Gearge Walls’s and Kenneth Walls’s actions and/or omissions, 4C Sons has incurred and continues to incur substantial damages and is entitled to a judgment for its damages, including but not limited to consequential damages, incidental damages, punitive damages, pre-judgment interest, reasonable attomey fees, and treble damages due to George Walls’s and Kenneth Walls’s violation of the Act. COUNT V ‘UNJUST ENRICHMENT 104. _4C Sons incorporates the above paragraphs by reference as if fully stated herein. 105. 4C Son faithfully and in all respects paid monthly rents and/or amounts owed from the inception of assuming the Cheeburger Cheeburger Lease, 106. 4C Sons paid all rents and/or amounts owed upon George Walls’s and/or Kenneth Walls’s representation(s) that a structurally secure Building and Unit would be made available for rent such that the operations of a restaurant were and would remain safe at all times from collapse ‘or other dangerous conditions.107. Despite George Walls’s and/or Kenneth Walls’s failure to make available a safe Building and/or Unit available for 4C Sons it assessed and collected monthly rents and amounts due from 4C Sons. 108. 4C Sons paid rent and other amounts relative to the Cheeburger Cheeburger Unit since 4C Sons assumed the Checburger Cheeburger Lease in 2005, amounting to approximately $448,800.00 in total payments to lease the Cheeburger Cheeburger Unit. 109, At all times relevant, 4C Sons was led to believe operating out of the Cheeburger Cheeburger Unit was safe and free from harm or potential harm to its customers, employees, agents and representatives. 110. Despite 4C Sons’s continued payments of all rents and amounts, it did not receive unit free from structural and foundation defects. 111. George Walls has been unjustly enriched in an amount to be determined at trial. 112. As adircet and proximate result of George Walls’s and Kenneth Walls’s joint and separate wrongful acts, 4C Sons is entitled to be reimbursed in an amount to be determined at trial for such unjust enrichment, plus pre-judgment interest to the maximum allowable amount under law. COUNT VI DECLARATORY JUDGMENT 113. 4C Sons incorporates the above paragraphs by reference as if fully stated herein. 114. 4C Sons submits that there is a bona-fide disagreement between the partics such that a justiciable issue exists, rendering the need for a declaratory judgment appropriate and proper under applicable law. 115. 4C Sons requests that this Court declare the rights, status and legal relations ‘between the parties under the Cheeburger Cheeburger Lease pursuant to T.C.A. §29-14-101 et seq. and Tennessee Rule of Civil Procedure Rule 57. 24116. 4C Sons seeks the Court’s declaration of the following: i ‘That George Walls and Kenneth Walls had an obligation to ensure the structural integrity of the Building and its foundation were secure and free from any and all dangerous conditions. ii, ‘That 4C Sons did not breach the Cheeburger Cheeburger Lease. ‘That 4C Sons did not have an obligation to repair the front column of the Building. COUNT VT NEGLIGENCE AND GROSS NEGLIGENCE 117. 4C Sons incorporates the above paragraphs by reference as if fully stated herein. 118. George Walls, as the owner, and Kenneth Walls, as the property manager and under the power of attomey of his father, knew or should have known that by failing to ensure the structural integrity of the Building and its foundation were secure and free from any and all dangerous conditions, that 4C Sons would be substantially damaged thereby and that its restaurant ‘would sustain loss of business and property damages, among other things. 119. George Walls, as the owner, and Kenneth Walls, as the property manager and under the power of attorney of his father, were under a duty to exercise ordinary and reasonable care to avoid reasonably foreseeable injury to 4C Sons and knew, or should have known, with reasonable certainty, that 4C Sons would suffer monetary damages if they failed to perform in accordance with their duties to ensure the structural integrity of the Building and its foundation were secure and free from any and all dangerous conditions. 120, George Walls, as the owner, and Kenneth Walls, as the property manager and under the power of attomey of his father, failed and neglected to perform the necessary services or to take the actions necessary to protect 4C Sons and its property and business interests such that portions of the Building have collapsed. 25