CAUSE NO. DC-06-00326 HOSS EQUIPMENT CO., GREGG HOSS, and ANGELA HOSS Plaintiffs v.

ANTHONY ALARDIN and SITEWATCH LLC Defendants Consolidated with IN THE DISTRICT COURT OF

DALLAS COUNTY, TEXAS

160th JUDICIAL DISTRICT

CAUSE NO. DC-07-01504 ANTHONY ALARDIN, SITEWATCH LLC d/b/a SITEWATCH SYSTEMS, and ALARDIN DEVELOPMENT CORPORATION d/b/a REMOTE MONITORING TECHNOLOGIES Plaintiffs v. GREGG HOSS, ANGELA HOSS, HOSS EQUIPMENT CO., INC., HOSS ON-SITE SOLUTIONS, HOSS EQUIPMENT NEVADA, INC., NYLE BRASCH, DAVID YANCEY, ANDY SPEER, TOM BAGNELL, GREGG HOSS, JR., and KYLAN HOSS Defendants IN THE DISTRICT COURT OF

DALLAS COUNTY, TEXAS

95th JUDICIAL DISTRICT

ALARDIN PLAINTIFFS THIRD AMENDED PETITION TO THE HONORABLE JUDGE OF THIS COURT: COME NOW Anthony Alardin, SiteWatch LLC d/b/a SiteWatch Systems, and Alardin Development Corporation, Inc. d/b/a Remote Monitoring Technologies (hereinafter collectively referred to as Alardin Plaintiffs) and file this Third Amended Petition, and respectfully state the following:
ALARDIN PLAINTIFFS THIRD AMENDED PETITION Page 1

I. DISCOVERY CONTROL PLAN In accordance with Texas Rule of Civil Procedure 190.4, Alardin Plaintiffs believe discovery should be conducted under a Level III Scheduling Order. II. PARTIES 1. Alardin Development Corporation, Inc. d/b/a Remote Monitoring Technologies

(RMT) is a Texas corporation with a principal place of business in Tarrant County, Texas. 2. SiteWatch L.L.C. d/b/a SiteWatch Systems (SiteWatch) is a Texas limited

liability company with its principal place of business in Tarrant County, Texas and has previously made an appearance in this case. 3. Anthony Alardin (Mr. Alardin) is a Texas resident and has previously made an

appearance in this case. 4. Gregg Hoss (Mr. Hoss) is a resident of Tarrant County, Texas and has

previously made an appearance in this case and may be served through his counsel of record. 5. Hoss Equipment Co., Inc. (Hoss Equipment) is a Texas corporation with its

principal place of business in Dallas County, Texas and has previously made an appearance in this case and may be served through its counsel of record. 6. Angela Hoss (Mrs. Hoss) is a resident of Tarrant County, Texas and has

previously made an appearance in this case and may be served through her counsel of record. 7. Hoss Equipment Nevada, Inc. (Hoss Nevada) is a Nevada Corporation with its

principal place of business in Dallas, Texas and has previously made an appearance in this case and may be served through its counsel of record.
ALARDIN PLAINTIFFS THIRD AMENDED PETITION Page 2

8.

Hoss On-Site Solutions (Hoss On-Site Solutions) is an independent division of

Hoss Equipment Co., Inc. with its principal place of business in Dallas County, Texas and has previously made an appearance in this case and may be served through its counsel of record. 9. Nyle Brasch is a Texas resident who has previously made an appearance in this

case and may be served through his counsel of record. 10. David Yancey is a Texas resident who has previously made an appearance in this

case and may be served through his counsel of record. 11. Andy Speer is a Texas resident who has previously made an appearance in this

case and may be served through his counsel of record. 12. Tom Bagnell is a Texas resident who has previously made an appearance in this

case and may be served through his counsel of record. 13. Gregg Hoss, Jr. is a Texas resident who has previously made an appearance in this

case and may be served through his counsel of record. 14. Kylan Hoss is a Texas resident who has previously made an appearance in this

case and may be served through his counsel of record. III. FACTUAL BACKGROUND "The Idea" 15. In 1999, Tony Alardin formed Alardin Development Corporation, Inc. which

began operating under the name Remote Monitoring Technologies (RMT) in March 2001. Through RMT, Mr. Alardin was both selling hard-wired, Ethernet-based video surveillance systems and developing a long-range, wireless, remotely accessible video surveillance system. Although these systems had many marketable applications, Mr. Alardin believed, when fully
ALARDIN PLAINTIFFS THIRD AMENDED PETITION Page 3

developed, they would be particularly useful to monitor construction and mining activities and believed they had great potential for long-term financial profitability. 16. In early 2001, Mr. Hoss purchased three hard-wired, Ethernet-based video

surveillance systems for his company, Hoss Equipment. Mr. Hoss and Hoss Equipment renamed the system HossCam, and used the system to promote sales of its products to its customers. Mr. Alardin described to Mr. Hoss how this technology could be packaged into an autonomous, long-range, wireless video surveillance system utility platform (trailer-mounted and/or polemounted) (the Remote Wireless Surveillance System), which could be offered to customers. The Partnership 17. As RMT and Mr. Alardin were technologically rich but cash poor, Mr. Hoss

entered into a Partnership with Mr. Alardin on or about September 14, 2001. The Partnership was not formally named or reduced to writing (hereinafter referred to as the Partnership). 18. Pursuant to the terms of the Partnership, Mr. Hoss, individually and/or through his

company, Hoss Equipment, agreed to: (a) contribute capital to the Partnership for research, development, manufacturing, and sales of the Remote Wireless Surveillance System as well as development of future generations of the product and trailers associated therewith; (b) pay for any and all legal services to patent the Remote Wireless Surveillance System (which process had already been started by Mr. Alardin and RMT); and (c) provide facilities, equipment, and/or other resources (including manpower (i.e. Hoss Equipments personnel)) for the research and development, manufacturing, marketing, administration, and selling of the Remote Wireless Surveillance System as well as development of future generations of the product and trailers associated therewith. 19. Pursuant to the terms of the Partnership, Mr. Alardin, individually and/or through
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ALARDIN PLAINTIFFS THIRD AMENDED PETITION

entities at his control, agreed to: (a) contribute time, labor, and technical expertise for research, development, marketing, and selling of the Remote Wireless Surveillance System; (b) provide and assign all intellectual property rights (including a pending patent application) for the idea and invention of the Remote Wireless Surveillance System to the Partnership; (c) pay a portion of the out-of-pocket expenses in the form of capital contributions to the Partnership; (d) provide tools, proprietary components, design plans, computer programs, etc. (hard assets) to the Partnership in order to further research, develop, market, and sell the Remote Wireless Surveillance System; and (e) train sales and technical personnel from Hoss Equipments workforce to help sell the Remote Wireless Surveillance Systems. 20. Pursuant to the terms of the Partnership, Mr. Hoss and Mr. Alardin operated in

accordance with the terms of the Partnership and in furtherance of the Partnership. 21. Pursuant to the terms of the Partnership, Mr. Hoss and Mr. Alardin had a mutual

right to control or manage the Partnership, agreed to share profits and losses from the sale of the Remote Wireless Surveillance System in an agreed-upon formula, and had a community of interest in the Partnership. 22. It was further agreed that Mr. Hoss and Mr. Alardin were not entitled to

reimbursement of funds contributed to the Partnership or time spent on behalf of the Partnership. It was agreed that such contributions were simply capital contributions to the Partnership. The Creation of SiteWatch 23. marketed. In May 2004, the Remote Wireless Surveillance System was near-ready to be Accordingly, Mr. Alardin formed SiteWatch LLC d/b/a SiteWatch Systems

(SiteWatch) for various reasons, including to hold a security license (which was necessary for the Partnership to do business with some clients), to assume assets, rights, and obligations with
ALARDIN PLAINTIFFS THIRD AMENDED PETITION Page 5

respect to the Partnership, and for marketing. The creation of SiteWatch did not affect or alter the Partnership in any way and did not change or affect the agreements of the Partnership, but was part of Mr. Alardins side of the Partnership. Mr. Hoss and the Alardin Plaintiffs continued to conduct the Partnership exactly as Mr. Alardin had previously done with Mr. Hoss prior to the formation of SiteWatch. Mr. Hoss was listed as a Director of SiteWatch and signed documents on behalf of SiteWatch. "The Marketing" 24. In order to market the Remote Wireless Surveillance Systems, Mr. Hoss and/or

his company (Hoss Equipment) created, distributed, and published numerous documents which confirmed the existence of SiteWatch and the Partnership. In October 2004, Hoss Equipment and the Partnership shared a booth at the MineExpo convention in Las Vegas. To promote the Remote Wireless Surveillance System, Hoss Equipment issued the following press release: Hoss Equipment Co., in partnership with SiteWatch Systems, introduces its new Put it Anywhere, Watch it Everywhere wireless mesh video over an IP network site management system. This advanced system integrates and supports advanced wireless LAN, mesh network technology, hybrid and wireless networkbased video surveillance and perimeter access control and remote site management systems. Available in fixed-mount and portable trailer configurations (diesel powered or solar powered), SiteWatch Systems enable customers to view and manage a single site or multiple sites from one location anywhere in the world. A solarpowered trailer system will be displayed and demonstrated at MINExpo. Similarly, in a trade magazine, the following statement was made regarding Hoss Equipment Companys joint partnership with SiteWatch: The [Remote Wireless Surveillance System], the result of a joint partnership between Hoss Equipment Co. and SiteWatch Systems, offers proven leading-edge technology in a ruggedized package for trouble-free operation in harsh environments.
ALARDIN PLAINTIFFS THIRD AMENDED PETITION Page 6

Additionally, in preparation for the ConExpo convention in March 2005, Hoss Equipment stated: Hoss Equipment Company, in partnership with SiteWatch Systems LLC, will display and demo its advanced technology, solarpowered put it anywhere, watch it everywhere Wireless Mesh Video over IP Network Site Management System mounted on a portable trailer in CONEXPO Booth 9937. The Partnership Success 25. The MineExpo and ConExpo conventions were a huge success. Due to the

substantial interest shown, the Partnership had booked sales of over $100,000 during its first sales quarter (ending December 31, 2004), and was well on its way to another profitable quarter in 2005. The Lock-Out 26. Recognizing that the Remote Wireless Surveillance System and its progeny was

quickly on its way to being a very profitable product, Mr. Hoss took steps to eliminate the Alardin Plaintiffs from the anticipated future profits of the Remote Wireless Surveillance System and its progeny. Immediately after the ConExpo convention, Mr. Hoss told Mr. Alardin that he was terminating the Partnership and locked Mr. Alardin out of the Partnerships offices and manufacturing space, which were located at Hoss Equipments facility. 27. After the lock-out, Mr. Hoss, Hoss Equipment, Hoss On-Site Solutions, and Hoss

Nevada (hereinafter collectively referred to as the Corporate Defendants) took possession of the assets of the Partnership, including the Remote Wireless Surveillance Systems (and any and all plans for same), including proprietary components and other parts, and continued to manufacture and sell the Remote Wireless Surveillance Systems and their progeny. These sales included sales to customers and contacts made as a result of long-time marketing and sales
ALARDIN PLAINTIFFS THIRD AMENDED PETITION Page 7

efforts of the Partnership as well as from trade shows, including MineExpo and ConExpo before the lock-out occurred. However, the Corporate Defendants (or any other related or affiliated entity) have failed to compensate the Alardin Plaintiffs under the terms of the Partnership. 28. Accordingly, the Corporate Defendants have intentionally interfered with the

Partnership and, more specifically, the Alardin Plaintiffs interest in the Partnership. All of the Partnerships inventory, equipment, and records were located at Hoss Equipments facility. Property of the Partnership has neither been accounted for nor has of the Partnership property (or money for such interest) been provided to the Alardin Plaintiffs, despite demands for such. 29. Hoss Equipment and/or Hoss On-Site Solutions also have placed their own labels

on the Remote Wireless Surveillance Systems (which previously bore SiteWatchs labels), and altered one or more existing documents to change the vendor from SiteWatch Systems to Hoss Equipment. Through these and other acts, the Corporate Defendants have continued to manufacture and sell Remote Wireless Surveillance Systems and its progeny on behalf of the Partnership or, alternatively, have interfered with and/or prevented the Alardin Plaintiffs from continuing to manufacture and sell Remote Wireless Surveillance Systems on behalf of the Partnership. The Conspiracy 30. Nyle Brasch, David Yancey, Andy Speer, Tom Bagnell, Gregg Hoss, Jr., and

Kylan Hoss (herein collectively referred to as the Employee Defendants) are employees (or former employees) of Hoss Equipment, Hoss On-Site Solutions or Hoss Nevada (or another Hoss-affiliated or related entity). Each of the Employee Defendants conspired with each other and the Corporate Defendants and Angela Hoss to cut the Alardin Plaintiffs out of the Partnership.
ALARDIN PLAINTIFFS THIRD AMENDED PETITION Page 8

31.

Both the Corporate Defendants and Employee Defendants have slandered

SiteWatch and Mr. Alardin to customers which existed at the time of the lock-out in order to prevent the Partnership from continuing to do business. In addition, the Corporate Defendants and Employee Defendants have slandered SiteWatch and Mr. Alardin to potential customers of the Remote Wireless Surveillance System and its progeny. They have told such customers and contacts that all further contact regarding the Remote Wireless Surveillance System should be directed to Hoss Equipment, and not to Mr. Alardin of SiteWatch and that Mr. Alardin had been fired and/or that he had lied about his background when getting a security license. They have further stated to these customers and contacts that Mr. Alardin could not be trusted and undertook a specific course of conduct to sully and defame the Alardin Plaintiffs credibility and reputation in the industry. "Mission Accomplished" 32. Unfortunately, the efforts of the Corporate Defendants, Angela Hoss, and the

Employee Defendants to eliminate the Alardin Plaintiffs from the Partnership have been successful. Since the lock-out, the Alardin Plaintiffs have been unable to further develop or generate any sales of the Remote Wireless Surveillance System. The Corporate Defendants and Employee Defendants, on the other hand, continued to develop, market, and sell the Remote Wireless Surveillance System (creating a specific division of Hoss Equipment for such purpose) and have generated revenues of approximately $2 million in sales of the product(s) through the end of 2006.

ALARDIN PLAINTIFFS THIRD AMENDED PETITION

Page 9

IV. CAUSES OF ACTION A. BREACH OF FIDUCIARY DUTIES (ALARDIN PLAINTIFFS VS. GREGG HOSS) 33. As a partner in the Partnership, Mr. Hoss owed the Alardin Plaintiffs fiduciary

duties, including: loyalty and trust, utmost good faith, fairness and honesty, candor, integrity of the strictest kind, to account for all partnership profits and property, full disclosure, and to refrain from competition with the Partnership and to refrain from self-dealing. As explained above, Mr. Hoss (individually and by and through Hoss Equipment, Hoss On-Site Solutions, and Hoss Nevada) breached the foregoing fiduciary duties. Mr. Hoss converted the Alardin Plaintiffs interest in property and misappropriated and usurped the Partnerships business opportunities. In addition, Mr. Hoss engaged in self-dealing in order to compete with and divert business away from the Partnership. Further, Mr. Hoss has wholly failed to account for all Partnership profits and property since the lock-out. 34. Mr. Hosss breach of fiduciary duties resulted in injury to the Alardin Plaintiffs.

As a direct and proximate result of Mr. Hosss breach of fiduciary duties, the Alardin Plaintiffs have incurred actual damages, in both the past and future, including, but not limited to, economic damages in the form of out-of-pocket losses, lost profits, damage to credit reputation, and loss of earning capacity, and exemplary damages in an amount exceeding the minimum jurisdictional limits of this Court. Mr. Alardin has also incurred mental anguish damages in the past and, in reasonable probability, will sustain same in the future in an amount exceeding the minimum jurisdictional limits of this Court. 35. Mr. Hosss breaches of fiduciary duties were intentional as Mr. Hoss intended to

gain an additional, unwarranted benefit for himself and the Corporate Defendants and Employee
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Defendants and to harm the Alardin Plaintiffs through malice and fraud. Accordingly, the Alardin Plaintiffs ask that exemplary damages be awarded against Mr. Hoss in an amount that a jury believes is appropriate to punish Mr. Hoss for his conduct and deter him, and others similarly situated, from engaging in such conduct in the future. B. BREACH OF CONTRACT (ALARDIN PLAINTIFFS VS. GREGG HOSS) 36. 37. The Alardin Plaintiffs incorporate by reference paragraphs 15 through 35 above. As shown above, the Alardin Plaintiffs and Gregg Hoss entered into an agreement

(oral contract) to form a Partnership. The terms of the agreement are more fully explained above (including paragraphs 18-22). The Alardin Plaintiffs performed, tendered performance of, or were excused from performing their contractual obligations under the contract. Mr. Hoss

breached the contract as more fully detailed above. Mr. Hosss breach of the contract caused actual damages to the Alardin Plaintiffs, in both the past and future, including, but not limited to, expectation and reliance damages, in excess of the minimum jurisdictional limits of this Court. Further, the Alardin Plaintiffs have been forced to retain counsel to prosecute this breach of contract claim and they, therefore, seek to recover their reasonable and necessary attorneys fees and costs under Texas Civil Practice and Remedies Code 38.001 et seq. C. CONVERSION (ALARDIN PLAINTIFFS DEFENDANTS) 38.
VS.

CORPORATE DEFENDANTS

AND

EMPLOYEE

In March 2005, Mr. Hoss attempted to terminate the Partnership. At that time, the

Corporate Defendants and Employee Defendants wrongfully took full control of the Partnerships property, including tools, proprietary components, inventory, and records, as well as confidential information (such as customer lists and trade secrets), and deprived the Alardin Plaintiffs of their ownership interest. That property and confidential information was located and
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stored at Hoss Equipments facility in accordance with the agreements of the Partnership. The Corporate Defendants have refused requests to return the Alardin Plaintiffs interest in the property in the same condition as at the time of the lock-out. 39. Through their wrongful complete seizure of the Partnerships property and refusal

to return same, the Corporate Defendants and Employee Defendants have assumed full dominion and control over the Partnerships property. As such, the Alardin Plaintiffs seek actual damages, including, but not limited to, the fair market value of their interest in the Partnerships property (including tools, proprietary components, inventory, records, and confidential information (i.e. customer lists and trade secrets)) as of March 2005, together with legal interest, and damages for lost profits and travel expenses incurred in inspecting the converted property in an amount to exceed the minimum jurisdictional limits of this Court. 40. The conversion of the Partnerships property, as alleged above, was malicious,

grossly negligent or fraudulent. The Corporate Defendants and Employee Defendants were fully aware that the Alardin Plaintiffs required their interest in the property (including tools, proprietary components, inventory, and records and confidential information (i.e. customer lists and trade secrets)); yet the Corporate Defendants and Employee Defendants conversion of the property was of a wanton and malicious nature. Accordingly, the Alardin Plaintiffs seek an award of exemplary damages against the Corporate Defendants and Employee Defendants in an amount that a jury believes is appropriate to punish them for their conduct and to deter them, and others similarly situated, from engaging in such conduct in the future. D. CONSTRUCTIVE TRUST/ RIGHT TO AN ACCOUNTING/ PROFIT DISGORGEMENT (ALARDIN PLAINTIFFS VS. GREGG HOSS/ CORPORATE DEFENDANTS) 41. The Alardin Plaintiffs incorporate by reference paragraphs 15 through 40 above.
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ALARDIN PLAINTIFFS THIRD AMENDED PETITION

42.

As a result of Mr. Hosss breach of fiduciary duties, Mr. Alardin seeks a

constructive trust on the proceeds, funds, or property obtained from the marketing, manufacturing, and/or sales of Remote Wireless Surveillance Systems (including their progeny). Further, Mr. Alardin requests an accounting of the Corporate Defendants related to the Remote Wireless Surveillance Systems and their progeny (including any manufacturing, marketing, promotion, and sales of same) and/or any equipment or other property of the Partnership. Additionally, Mr. Alardin requests the Corporate Defendants to account for and disgorge (yield) to the beneficiary (Mr. Alardin) any profits the Corporate Defendants, including Mr. Hoss, have made as a result of the breach of fiduciary duties. E. BUSINESS DISPARAGEMENT (ALARDIN PLAINTIFFS EMPLOYEE DEFENDANTS) 43.
VS.

CORPORATE DEFENDANTS

AND

The Corporate Defendants and Employee Defendants have disparaged the Alardin

Plaintiffs. More specifically, the Corporate Defendants and/or Employee Defendants have told customers and potential customers that (a) Mr. Alardin had a criminal record, (b) Mr. Alardin president was fired because of his criminal record or that he had lied about his criminal background and/or because he was a drug addict and/or an extortionist, and (c) Mr. Alardin was incapable of continuing the Alardin Plaintiffs business. The purpose of those comments was to unfairly divert business from SiteWatch (and the Partnership) to the Corporate Defendants and Employee Defendants by asserting the Alardin Plaintiffs were untrustworthy. Disparaging words published about the Alardin Plaintiffs economic interests (i.e. the character of their business) were false, the words were published with malice and without privilege, and the publication caused special damages. 44. The communication of the disparaging words caused damages to the Alardin
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ALARDIN PLAINTIFFS THIRD AMENDED PETITION

Plaintiffs in the past and future, including, but not limited to, direct pecuniary loss in the form of loss of specific sales of Remote Wireless Surveillance Systems, loss of credit, and loss of business in an amount exceeding the minimum jurisdictional limits of this Court. The Alardin Plaintiffs also seek expenses for the reasonably necessary measures taken to counteract the publication of the defamation (business disparagement) and sue for exemplary damages in an amount that a jury believes is appropriate to punish the Corporate Defendants and Employee Defendants for their conduct and to deter them, and others similarly situated, from engaging in such conduct in the future. F. DEFAMATION (ALARDIN PLAINTIFFS DEFENDANTS)
VS.

CORPORATE DEFENDANTS

AND

EMPLOYEE

SiteWatch LLC acknowledges the Court signed an order granting summary judgment on May 23, 2007 on this cause of action asserted by it and that, as a result, such will not be submitted to the jury. However, SiteWatch has not non-suited this claim and is leaving it in this Petition, including for potential appellate purposes. 45. The Corporate Defendants and Employee Defendants have defamed the Alardin

Plaintiffs by libel and slander. More specifically, the Corporate Defendants and Employee Defendants published false statements of fact that Mr. Alardin was fired

These statements are, quite simply, false. The purpose of those comments was to assert that the Alardin Plaintiffs were untrustworthy. 46. Although the Corporate Defendants and Employee Defendants may be strictly

liable for such statements, the false statements were defamatory and the Corporate Defendants and Employee Defendants acted with actual malice or negligence with regard to the truth of the statements, which has caused damages in the past and future, including, but not limited to,
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general damages of injuries to character and reputation, injuries to Mr. Alardins feelings, and mental anguish damages, as well as special damages at least in the form of pecuniary losses (i.e. loss of earning capacity, loss of past and future income, and loss of employment) in an amount exceeding the minimum jurisdictional limits of this Court. The Corporate Defendants and Employee Defendants acted with malice or actual malice in making such defamatory statements for which the Alardin Plaintiffs seek exemplary damages in an amount that a jury believes is appropriate to punish the Corporate Defendants and Employee Defendants for their conduct and to deter them, and others similarly situated, from engaging in such conduct in the future. G. FRAUD/ FRAUDULENT INDUCEMENT (ALARDIN PLAINTIFFS VS. GREGG HOSS, ANGELA HOSS, AND HOSS EQUIPMENT) 47. When the Partnership began operating, Mr. Hoss requested Mr. Alardin and/or

RMT to submit invoices for payment by him or one of his companies. Mr. Hoss and/or Hoss Equipment explained to Mr. Alardin that, due to Hoss Equipments financial condition, including some outstanding banking issues and/or banking covenants regarding Hoss Equipment, Mr. Hoss was unable to make direct capital contributions to the Partnership. As a result, he advised Mr. Alardin that he needed the Partnership to provide invoices for all of his capital contributions so he could paper the file for the banks. However, Mr. Alardin and Mr. Hoss both clearly understood that these invoices did not change or alter, in any way, the previous terms of the Partnership. Mr. Hoss (a seasoned and savvy businessman) advised Mr. Alardin (a novice businessman) that, because of the banks, the accounting needed to be done in that fashion. Mr. Alardin accepted Mr. Hoss (his partner) at his word. Little did Mr. Alardin know at the time that this was simply part of a scheme to cut Mr. Alardin out of the picture once the Remote Wireless Surveillance Systems became profitable.
ALARDIN PLAINTIFFS THIRD AMENDED PETITION

Specifically, Mr. Hoss, Mrs. Hoss, and Hoss

Page 15

Equipment were taking advantage of an unsophisticated businessman in an effort to begin to lay the groundwork to later try and deny the existence of the Partnership. 48. Such statements and actions by Mr. Hoss (individually and on behalf of Mrs.

Hoss), Mrs. Hoss, and Hoss Equipment constitute fraud/ fraudulent inducement. Their reason for handling and requiring payments and invoices in such fashion, unbeknownst to the Alardin Plaintiffs, was done in order to be able to deny the existence of a partnership. Mr. Hoss, Mrs. Hoss, and/or Hoss Equipment made material, false representations to the Alardin Plaintiffs. They knew the representations were false when made or recklessly made such representations, as a positive assertion, without knowledge of their truth. Further, they intended or had reason to expect the Alardin Plaintiffs would act on the representations. The Alardin Plaintiffs actually and justifiably relied on the representations, which caused injury to the Alardin Plaintiffs. 49. Mr. Hoss, Mrs. Hoss, and/or Hoss Equipments fraudulent statements resulted in

damages and proximately caused damages to the Alardin Plaintiffs. The Alardin Plaintiffs suffered actual damages, in the past and future, including, but not limited to, out-of-pocket damages, damages for injury to personal property or credit reputation, lost profits, and loss of earning capacity. Mr. Alardin also suffered mental anguish in the past and in reasonable

probability will suffer same in the future. The Alardin Plaintiffs sue for all such damages, which exceed the minimum jurisdictional limits of this Court. Further, the Alardin Plaintiffs seek exemplary damages against Mr. Hoss, Mrs. Hoss, and/or Hoss Equipment in an amount that a jury believes is appropriate to punish them for their conduct and to deter them, and others similarly situated, from engaging in such conduct in the future.

ALARDIN PLAINTIFFS THIRD AMENDED PETITION

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H.

CIVIL CONSPIRACY (ALARDIN PLAINTIFFS VS. THIRD-PARTY DEFENDANTS) 50. Third-Party Defendants conspired with each other to accomplish an unlawful

purpose or a lawful purpose by unlawful means. More specifically, the Third-Party Defendants have sought to prevent the continued existence of a Partnership between Mr. Hoss and the Alardin Plaintiffs and to convert the assets and property of the Partnership or to sell Remote Wireless Surveillance Systems to the exclusion of the Partnership (and, in so doing, breaching fiduciary duties or, alternatively, tortiously interfering with existing and prospective relationships). As detailed above, the members of the conspiracy had a meeting of the minds on the object or course of action and at least one member of the conspiracy committed an unlawful, overt act to further the object or course of action (i.e. altering documents, converting property, etc.). 51. As a result of the wrongful act(s) underlying the conspiracy, the Alardin Plaintiffs

are entitled to recover the actual and exemplary damages sought above for each underlying tort in excess of the minimum jurisdictional limits of this Court. I. PROMISSORY ESTOPPEL (ALARDIN PLAINTIFFS VS. GREGG HOSS) 52. The Alardin Plaintiffs assert an action of promissory estoppel against Mr. Hoss.

Mr. Hoss made a promise to the Alardin Plaintiffs designed to influence the Alardin Plaintiffs conduct. The Alardin Plaintiffs substantially, reasonably, and detrimentally relied on Mr. Hosss promise. The Alardin Plaintiffs reliance on the promise was foreseeable by Mr. Hoss (he expected or should have expected his promise would lead the Alardin Plaintiffs to some definite and substantial injury) and injustice can be avoided only by enforcing Mr. Hosss promise. The Alardin Plaintiffs, thus, seek damages exceeding the minimum jurisdictional limits of this Court,

ALARDIN PLAINTIFFS THIRD AMENDED PETITION

Page 17

in the past and future, including, but not limited to, reliance damages required to restore them to their former position and their reasonable and necessary attorneys fees. J. QUANTUM MERUIT/ UNJUST AND HOSS EQUIPMENT) 53. ENRICHMENT (ALARDIN PLAINTIFFS
VS.

GREGG HOSS

The Alardin Plaintiffs also seek the equitable remedy of quantum meruit/ unjust

enrichment against Mr. Hoss and Hoss Equipment. The Alardin Plaintiffs provided valuable services or materials for Mr. Hoss and Hoss Equipment, Mr. Hoss and Hoss Equipment accepted the services or materials, and Mr. Hoss and Hoss Equipment had notice that the Alardin Plaintiffs expected money or other payment for the services or materials. The Alardin Plaintiffs seek all actual damages in excess of the minimum jurisdictional limits of this Court, including, but not limited to, the reasonable value of the services and materials and their reasonable and necessary attorneys fees. K. INJUNCTIVE RELIEF 54. above. 55. Based on the foregoing, the Alardin Plaintiffs seek a temporary and permanent The Alardin Plaintiffs hereby incorporate by reference paragraphs 15 through 55

injunction against Third-Party Defendants. As more specifically set forth herein, unless ThirdParty Defendants are restrained and enjoined as requested herein, any monetary judgment the Alardin Plaintiffs might obtain against Third-Party Defendants will likely be ineffectual to remedy the harm caused. The Alardin Plaintiffs property continues to be converted, sales and profits off of the Remote Wireless Surveillance System (and its progeny) continue to be made and divided/diluted amongst Third-Party Defendants, and the Corporate Defendants and Employee Defendants continue to interfere with existing or prospective relationships. Further, a
ALARDIN PLAINTIFFS THIRD AMENDED PETITION Page 18

temporary and permanent injunction is necessary to stop defamation and business disparagement, put a halt to the effects of the fraud perpetrated by Mr. Hoss and Hoss Equipment, and break up the civil conspiracy of Third-Party Defendants. In light of the allegations and causes of action set forth in this lawsuit, it is clear that the Alardin Plaintiffs have a probable right of prevailing on one or more of their claims or causes of action against Third-Party Defendants. The Alardin Plaintiffs are willing to post a bond. If immediate relief is not granted, substantial and

irreparable damage will occur. This threat is imminent. 56. The Alardin Plaintiffs, thus, seek a temporary and permanent injunction from this

Court restraining and enjoining Third-Party Defendants, and any and all persons working at their direction, from taking any of the following actions: a. All marketing and sales of the Remote Wireless Surveillance System (including the current product(s) being marketed and sold by the Corporate Defendants and/or Employee Defendants); Any division, dilution or disbursement of any sales of the Remote Wireless Surveillance System (including the current product(s) being marketed and sold by the Corporate Defendants and/or Employee Defendants) or any profits from such sales; Any and all conversion of the property (including confidential information) of the Partnership or division, dilution or disbursement of such property or sales of such property; Any interference with previously existing contracts or prospective business relations of the Partnership; Any defamation or business disparagement of the Alardin Plaintiffs; and Any and all actions which in any way affect the current status of the civil conspiracy alleged.

b.

c.

d.

e. f.

ALARDIN PLAINTIFFS THIRD AMENDED PETITION

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V. CONDITIONS PRECEDENT 57. All conditions precedent to this suit have been satisfied or waived. ALTERNATIVE CLAIMS 58. Although the Alardin Plaintiffs assert a Partnership and contract existed as

described above, Mr. Hoss has denied the existence of a Partnership. Although the Alardin Plaintiffs vehemently disagree with such denial, to the extent that a Partnership or other relationship giving rise to fiduciary duties is not found, and/or the other causes of action asserted above are not found, the Alardin Plaintiffs assert the following causes of action in the alternative. L. TORTIOUS INTERFERENCE WITH EXISTING CONTRACTS (ALARDIN PLAINTIFFS CORPORATE DEFENDANTS AND EMPLOYEE DEFENDANTS)
VS.

SiteWatch LLC acknowledges the Court signed an order granting summary judgment on May 23, 2007 on this cause of action asserted by it and that, as a result, such will not be submitted to the jury. However, SiteWatch has not non-suited this claim and is leaving it in this Petition, including for potential appellate purposes. 59. Pursuant to the Partnership, the Alardin Plaintiffs were to market the Remote

Wireless Surveillance Systems to potential clients. The Alardin Plaintiffs had entered into valid contracts with clients to sell Remote Wireless Surveillance Systems. The Corporate Defendants and Employee Defendants willfully and intentionally interfered with such contracts, including, upon information and belief, altering one or more existing documents to change the vendor to Hoss Equipment. Further, the Corporate Defendants and Employee Defendants made

disparaging and false comments regarding the Alardin Plaintiffs to customers for the purpose of discouraging or preventing the customer from continuing to do business with the Alardin Plaintiffs, and, instead, only to do business with the Corporate Defendants and Employee Defendants.
ALARDIN PLAINTIFFS THIRD AMENDED PETITION Page 20

60.

The Corporate Defendants and Employee Defendants willful and intentional

interference with contracts was a proximate cause of the Alardin Plaintiffs damages. The Alardin Plaintiffs incurred actual damages in the past and future, including, but not limited to, the loss of the benefits of the contracts, lost profits, and damage to credit reputation. Mr. Alardin also incurred damages for mental anguish in the past and future and the Alardin Plaintiffs suffered injury to their reputation in the past and future. The Alardin Plaintiffs sue for all such damages, which exceed the minimum jurisdictional limits of this Court. Additionally, the

Alardin Plaintiffs seek exemplary damages against the Corporate Defendants and Employee Defendants for such acts in an amount that a jury believes is appropriate to punish them for their conduct and to deter them, and others similarly situated, from engaging in such conduct in the future. M. TORTIOUS INTERFERENCE WITH PROSPECTIVE CONTRACTUAL RELATIONS (ALARDIN PLAINTIFFS VS. CORPORATE DEFENDANTS AND EMPLOYEE DEFENDANTS)

SiteWatch LLC acknowledges the Court signed an order granting summary judgment on May 23, 2007 on this cause of action asserted by it and that, as a result, such will not be submitted to the jury. However, SiteWatch has not non-suited this claim and is leaving it in this Petition, including for potential appellate purposes. 61. The Alardin Plaintiffs developed relationships and potential contacts which, in

reasonable probability, would have resulted in the further development of and the formation of additional contracts and sales of the Remote Wireless Surveillance Systems. There was a reasonable probability the Alardin Plaintiffs would have entered into business relationships and contracts if the Corporate Defendants and Employee Defendants had not intentionally interfered with such relationships. Such conduct was independently tortious and unlawful (i.e. such was a breach of fiduciary duties, the property was converted, etc.), and such interference was the proximate cause of the Alardin Plaintiffs damages.
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62.

The Alardin Plaintiffs incurred actual damages in the past and future, including,

but not limited to, the loss of the benefits of the contracts, lost profits, and damage to credit reputation. Mr. Alardin also incurred damages for mental anguish in the past and future and the Alardin Plaintiffs suffered injury to their reputation in the past and future. The Alardin Plaintiffs sue for all such damages, which exceed the minimum jurisdictional limits of this Court. Additionally, the Alardin Plaintiffs seek exemplary damages against the Corporate Defendants and Employee Defendants for such acts in an amount that a jury believes is appropriate to punish them for their conduct and to deter them, and others similarly situated, from engaging in such conduct in the future. N. THEFT OF PROPERTY/ CONVERSION (ALARDIN PLAINTIFFS DEFENDANTS AND EMPLOYEE DEFENDANTS) 63.
VS.

CORPORATE

In March 2005, Mr. Hoss locked Mr. Alardin out of Hoss Equipments facility.

At that time, the Corporate Defendants and Employee Defendants wrongfully took full control of the Alardin Plaintiffs property, including tools, proprietary components, inventory, and records, as well as confidential information (such as customer lists and trade secrets), and deprived the Alardin Plaintiffs of their ownership interest. That property and confidential information was located and stored at Hoss Equipments facility. The Corporate Defendants have refused

requests to return the Alardin Plaintiffs property or interest in the property in the same condition as at the time of the lock-out. 64. Through their wrongful complete seizure of the Alardin Plaintiffs property and

refusal to return same, the Corporate Defendants and Employee Defendants have assumed full dominion and control over the Alardin Plaintiffs property. Further, in accordance with Texas Penal Code 31.03 and Texas Civil Practice and Remedies Code 134.001 et seq., the Alardin
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Plaintiffs had a possessory right to the property, the Corporate Defendants and Employee Defendants unlawfully appropriated the property by taking it without the Alardin Plaintiffs effective consent, the Corporate Defendants and Employee Defendants appropriated the property with the intent to deprive the Alardin Plaintiffs of the property, and the Alardin Plaintiffs sustained damages as a result of the theft. As such, the Alardin Plaintiffs seek actual damages, including, but not limited to, the fair market value of their property (including tools, proprietary components, inventory, records, and confidential information (i.e. customer lists and trade secrets)) as of March 2005, together with legal interest, and damages for lost profits and travel expenses incurred in inspecting the converted/stolen property in an amount exceeding the minimum jurisdictional limits of this Court. 65. The theft/ conversion of the Alardin Plaintiffs property, as alleged above, was

malicious, grossly negligent or fraudulent. The Corporate Defendants and Employee Defendants were fully aware that the Alardin Plaintiffs required their property (including tools, proprietary components, inventory, and records and confidential information (i.e. customer lists and trade secrets)); yet the Corporate Defendants and Employee Defendants theft/ conversion of the property was of a wanton and malicious nature. Accordingly, the Alardin Plaintiffs seek an award of exemplary damages against the Corporate Defendants and Employee Defendants in an amount that a jury believes is appropriate to punish them for their conduct and to deter them, and others similarly situated, from engaging in such conduct in the future. O. CIVIL CONSPIRACY (ALARDIN PLAINTIFFS VS. THIRD-PARTY DEFENDANTS) 66. Third-Party Defendants conspired with each other to accomplish an unlawful

purpose or a lawful purpose by unlawful means. More specifically, Third-Party Defendants sought to prevent the continued existence of a Partnership between Mr. Hoss and Mr. Alardin
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and to convert the assets and property of the Alardin Plaintiffs or to sell Remote Wireless Surveillance Systems to the exclusion of the Alardin Plaintiffs (and, in so doing, breaching fiduciary duties or, alternatively, tortiously interfering with existing and prospective relationships). As detailed above, the members of the conspiracy had a meeting of the minds on the object or course of action and at least one member of the conspiracy committed an unlawful, overt act to further the object or course of action (i.e. altering documents, converting property, etc.). 67. As a result of the wrongful act(s) underlying the conspiracy, the Alardin Plaintiffs

are entitled to recover the actual and exemplary damages sought above for each underlying tort in excess of the minimum jurisdictional limits of this Court. WHEREFORE, PREMISES CONSIDERED, the Alardin Plaintiffs respectfully pray that, upon final trial, they have judgment against Third-Party Defendants for those damages described above, and in the full amounts allowed by law, specifically including, but not limited to: a. b. c. d. e. e. f. g. h. a judgment within the jurisdictional limits of this Court for all damages set forth above (including actual, general, special, consequential, and exemplary damages); pre-judgment interest at the maximum rate allowed by law; post-judgment interest at the maximum rate allowed by law; costs and expenses of suit; placement of a constructive trust on, order for an accounting of, and profit disgorgement against Mr. Hoss and the Corporate Defendants; reasonable and necessary attorneys fees; temporary and permanent injunctions; in the alternative, actual and exemplary damages for causes of action pled in the alternative; and all such other and further relief, at law and in equity, to which the Alardin Plaintiffs may show themselves to be justly entitled.

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Respectfully submitted, HEYGOOD, ORR, REYES & BARTOLOMEI

___________________________________ Michael E. Heygood State Bar No. 00784267 Ryan J Browne State Bar No. 00796262 2331 W. Northwest Highway, 2nd Floor Dallas, Texas 75220 214/526-7900 214/526-7910 (Fax) ATTORNEYS FOR ALARDIN PLAINTIFFS CERTIFICATE OF SERVICE This is to certify that a true and correct copy of the above and foregoing document was served on all counsel of record in this cause on this the ______ day of August, 2007 in accordance with the Texas Rules of Civil Procedure.

__________________________________ Ryan J Browne

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