IN THE CIRCUIT COURT OF THE FIRST JUDICIAL CIRCUIT

IN AND FOR WALTON COUNTY, FLORIDA

CIVIL DIVISION

JOHN P. CARROLL,

Plaintiff, Case No.: 09CA002021

v.

WATERSOUND BEACH COMMUNITY ASSOCIATION, INC.,

Florida Corporation
DAVID LILIENTHAL, individually
and as Director,
MARY JOULE,
SANDRA MATTESON,
RONALD VOELKER,
WATERCOLOR COMMUNITY ASSOCIATION, INC.
JOHN DOE and JANE DOE

Defendants.

____________________________________________/

FIRST AMENDED COMPLAINT FOR EQUITABLE AND OTHER RELIEF

Parties, Jurisdiction and Venue

1. Plaintiff, John P. Carroll (“Carroll”), sues Defendants, WaterSound

Beach Community Association, Inc. (“WaterSound”), David Lilienthal (“Lilienthal”),

Mary Joule (“Joule”), Sandra Matteson (“Matteson”), Ronald Voelker (“Voelker”),

Watercolor Community Association, Inc. (“Watercolor“) John Doe (“John Doe”) and

Jane Doe (“Jane Doe”) as follows:

2. Carroll is a Florida resident with his principal place of business and

residence in Walton County, Florida. Carroll is a Florida licensed Building Contractor.

Carroll owns and controls Chambers Street Builders, Inc. a Walton County, Florida

Corporation. Carroll owns and controls J.M.B., L.L.C a Florida LLC.

3. WaterSound is a Florida Corporation with its place of business in Walton

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County, Florida.

4. Lilienthal is a Florida resident with his personal residence in Walton

County, Florida, is a Realtor with his principle place of business in WaterSound and

Watercolor in Walton County, Florida, is a salesperson for Dune Construction and

Development, Inc. owned by his son in WaterSound and is a Director of WaterSound

located in Walton County, Florida.

5. Joule resides in Walton County, Florida, describes herself as a Florida

licensed Building Contractor, works in and for WaterSound and Watercolor, and the

actions that are the subject matter of this suit occurred in Walton County, Florida.

6. Matteson resides in Walton County, Florida, works in and for WaterSound

and Watercolor in Walton County, and the actions that are the subject matter of this suit

occurred in Walton County, Florida.

7. Voelker resides and works in Walton County, Florida and the actions that

are the subject matter of this suit occurred in Walton County, Florida.

8. Watercolor is a Florida Corporation with its principal place of business in

Walton County, Florida.

9. John Doe and Jane Doe have been included on knowledge and belief,

Defendants conspired among themselves and with other non- party co-conspirators, as

more particularly described below, to undermine and damage Carroll, as well as the

businesses he has interests in. Accordingly, in the furtherance of this conspiracy or

enterprise, the primary purpose being to impair and boycott the Plaintiff, to impair

Chambers Street Builders, Inc. and to convert its business to their own pecuniary benefit

and advantage and to impair and to convert J.M.B., L.L.C.’s business to their own
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pecuniary benefit and advantage, the act or omission of one Defendant co-conspirator

while active in the concerted activity constitutes the act or omission of all other co-

conspirators and vice versa. Not all participants in the conspiracy are known to the

Plaintiff. For that reason, Plaintiff has designated John Doe and Jane Doe as

representatives of other persons, unknown to Plaintiff at this time, who conspired with

the other Defendants and non-party co-conspirators to accomplish the unlawful purposes

of the conspiracy enterprise, as herein alleged.

10. Venue is proper in this Court because the real property that is the subject

of this Complaint is located in Walton County, Florida, the Defendants reside or are

located in Walton County, Florida and all actions forming the basis of this Complaint

took place in Walton County, Florida.

General Allegations of Defendants’ Interference

11. Carroll was put on the approved builder list in 2002. The Chairman of the

Design Review Board put Chambers Street Builders, Inc. (“CSB”) on the fully approved

builder list in 2003 which was provided to all Owners and potential Owners. (Exhibit A)

From 2002 through 2009 Carroll engaged in advertising, acquisition of Real Estate and

assembling business arrangements in WaterColor, WaterSound, Windmark Beach, The

Retreat and Rivercamps. CSB remained on the approved builder list continuously

through April 2006.

12. At some point in about April 2006 CSB’s name and contact information

were silently and covertly removed from the approved builder list. Neither CSB or

Carroll were notified of this and there were no complaints or notices of any kind against

CSB or Carroll. Any customer of CSB and Carroll inquiring was told that CSB was not

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approved to build. The Chairman of the Design Review Board (“DRB”) did not take this

action. This had never occurred to any other contractor no matter how many examples of

their repeated and evidenced poor quality of work in the community.

13. On January 19, 2007 the Chairman of the Design Review Board issued (3)

written official notifications clarifying that CSB has in fact been awarded the highest

level of approval to appear on the approved builder lists. (Exhibit B)

14. Two weeks later, on February 2, 2007, the St. Joe Company (“JOE”)

engaged Carroll and CSB in contract talks whereby CSB would be granted a beneficial

Builder Program in WaterSound. (Exhibit C)

15. Relying on these acts, Carroll focused on delivering value to his

customers, increased the advertising expenditures of CSB, targeted the JOE communities

under the control of Matteson and developed millions of dollars in contracted and other

potential business agreements.

16. With the increasing success of Carroll’s business came renewed and

increased efforts on the part of the Defendants to frustrate Carroll’s beneficial business

arrangements. Without notice or knowledge to Carroll or CSB, CSB had its name again

covertly removed from the approved builder list. This too was unreasonable, came

without any complaints and defied all precedence in the history of the communities.

17. Carroll and CSB made a request for information of Matteson regarding the

removal of CSB from the approved list. A meeting was set at which time Matteson told

Carroll, “We cannot stop you from building on land you own, there will always be your

Monte Hewett’s, but you should be a team player or look to work elsewhere.”

18. Carroll and CSB asked Matteson for her opinion in writing and instead

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received a hastily prepared written commentary on a CSB project 7 months into

construction in Watercolor. (Exhibit D) The commentary merely pointed out the items

yet to complete on the home which was progressing at a normal rate for a home in

Watercolor. The commentary listed no violations of any community standards or

building codes and required no action on the part of Carroll or CSB. While the

commentary was made to look as though it came from the DRB, the commentary was

actually made without the knowledge of the DRB. The residence was completed

beautifully by CSB, blends seamlessly into the community and has been fully booked by

vacation renters. (Exhibit E)

19. Upon receipt by Carroll of Matteson’s commentary, Carroll set an

appointment with the DRB, and toured the project with Brian Stackable who was the

highest authority in the HOA regarding all DRB issues. Brian noted no DRB issues,

approved all of the construction in place and immediately evidenced these facts by

issuing Carroll and CSB a letter stating so. (Exhibit F)

20. Matteson then had CSB re-listed on the fully approved contractor list with

one major change. This time, CSB had it’s contact phone number changed to that of

one of it’s competitors salesperson’s which diverted Carroll and CSB customers.

(Exhibit G)

21. December 2007, Joule attempted to stop construction on one of CSB’s

projects by calling the Walton County Building Department and asking them to perform a

secret inspection on Lot 57, WaterSound Beach. Carroll heard about the County

inspection second hand and, after personally investigating, came to find that in fact the

County did set up a secret inspection without notice to Carroll or CSB. Carroll talked to

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the building inspectors involved and Deputy Building Official Lee DePauw misled

Carroll in an attempt to cover up the covert Walton County act. All of this covert activity

is improper and illegal in Florida and a misuse of County employees. Accordingly,

Carroll sends a written request for information and investigation to Walton County

Building Official Bearden. (Exhibit H)

22. During this same period of August 2007 through December 10, 2007, CSB

commences, completes, gains Certificate of Occupancy and conveys it’s site built model

home in WaterSound. This proves to be the quickest construction period of any home

ever constructed in the history of any of the JOE neighborhoods that Matteson, Joule and

Lilienthal work in. The home proves to be successful and fully rented and enjoyed since

that time. (Exhibit I)

23. April 29, 2008 Carroll receives word that Joule was seen with an

unlicensed contractor, who was a friend of Joule’s, at CSB’s WaterSound West project.

Carroll was informed that Joule and her friend cut an irrigation main and told CSB’s

customers, Kim Mitchell and Brian Mitchell, that the fence was painted poorly but, that

if the customer would hold some of CSB’s payment, the unlicensed contractor would be

happy to perform any work that CSB’s customer wanted. Carroll was working at another

project in WaterSound at the time, but Joule did not notify Carroll that there was even a

small question. Carroll sent out an immediate written notice (Exhibit J) to try and stop

this tortious interference and documents the sabotage. (Exhibit K)

24. During the same time, April 2008, three of CSB’s WaterSound customers,

in contact with Joule, team up and stop paying for materials that CSB has delivered to

their projects. The projects are special and the materials are project specific offering little

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value to CSB elsewhere. This continues a series of missed payments to CSB by the

customers totaling more than $400,000.00. One of the customers, knowing he has the

improper co-operation of Joule, tells Carroll, “If you ever want to work in WaterSound

again you will continue your work and I’ll get you paid back when everything is done.”

This is outside the CSB contract and not in line with safe business practices so CSB gives

each customer one more opportunity to get caught up. The customers don’t become

current, and CSB terminates the respective agreements. (Exhibit L)

25. During this same period Carroll learns that Joule is contacting any and all

local suppliers and subcontractors to investigate CSB’s relationships with them. Joule

tells them that CSB is about to go out of business. This is so far out of line with the law

and Joule’s job description and authority that Carroll put Joule On Notice. (Exhibit M)

26. Joule works with the customers, ex parte against Carroll, to assemble

letters of dissatisfaction about CSB, creates retroactive Compliance Bulletin 15 and sends

out the Bulletin to all WaterSound builders. Joule hides three names on the mailing list of

WaterSound builders; Terry Muldoon, David Burke and Kevin Achatz. This serves to

notify the three CSB customers that it is time to advance their strategies against Carroll

and CSB. (Exhibit N)

27. Carroll and CSB endeavor to maintain revenues by also performing small

services and maintenance for their past customers. CSB is awarded a job for Brian and

Kim Mitchell on CSB’s previous model home and, in an unprecedented move, Matteson

has WaterSound boycott Carroll and CSB, and sends Carroll and CSB notice that it may

not engage in any work of any kind within the community. (Exhibit O) This is above and

beyond the approved builder list, which does not control small jobs not requiring Walton

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County permitting, and strikes at the heart of Carroll’s Civil Rights. There is no

provision in the authority of WaterSound to take this position and it is against the public

policy of the State of Florida to attempt this act. Carroll notifies the DRB of this and they

rescind their notice, but only after first interfering unjustly in Carroll’s contractual

relations with the Mitchells.

28. There is no way to determine the exact amount of substantial

damage that all of these, and many, many other continuous tortious acts caused. What is

most notable is that there are no other examples of these actions occurring during the

history of the communities to anyone other than Carroll or CSB despite innumerable true

violations of the community standards evidenced by work in place on other projects by

other contractors and individuals. This speaks to the malice.

False Statements and Misrepresentations Targeting Lot 24

29. Continuing the deliberate and orchestrated acts of the civil conspirators the

case moves squarely to Carroll’s business and property at Lot 24, Phase IV, WaterSound

Beach, in Walton County, Florida.

30. Carroll, through his business, purchased the valuable real property which

is situated in WaterSound’s most prominent and central location. This location would

serve as the most advantageous for Carroll and his building business.

31. Carroll selected a fully approved Architectural firm who had above

average experience levels in the community in comparison to it’s peers. The plans were

prepared in accordance with the governing HOA guidelines, and yet were held in DRB

review for over 12 months.

32. On December 28, 2007 the plans for the Lot 24 project gain final approval

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from the DRB. Carroll and CSB commence the permitting of the project and make

provisions for efficient, rapid and orderly construction.

33. During the pre-construction site conference Joule, WaterSound

Compliance Officer, recommends to Carroll that he not start the project and instead sell

the land vacant. Carroll inquires why Joule would say such a thing. Joule only responds,

“I wouldn’t start this house if I were you.”

34. Carroll shows Joule what looks like a road or asphalt pile just under the

surface of the lot which appears to continue through the common areas adjacent Lot 24.

This is of concern to Carroll for many reasons which include the fact that the DRB has

just mandated that Carroll install over 46 different plants, grasses, trees and shrubs in the

WaterSound Beach Community Association’s common area that is not a part of Lot 24.

Joule instructs Carroll to just do it and forget it.

35. Carroll attends the next HOA Board of Directors (“BOD”) meeting,

February 14, 2008, and enters photographs and testimony about what proved to be buried

construction trash on Lot 24 and under the WaterSound Common Areas into the record.

(Exhibit P)

36. The WaterSound Directors told Carroll that they take Notice of the claim,

would investigate and find an immediate resolution.

37. CSB remediates the buried trash on Lot 24 but does not undertake to deal

with the buried trash under the common area at that time. Carroll chooses that the

landscape work that the WaterSound DRB wants Carroll to install in the common area

can wait until the Directors finish their investigation and have the trash removed.

38. CSB installs the foundation of the Lot 24 project per Joule’s benchmark at

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the Pre-Construction Site Conference. Carroll obtains an elevation survey showing the

height of the top of the foundation in relation to the surrounding benchmarks and

transmits same to the DRB per Joule’s instruction. (Exhibit Q) CSB is approved to

continue construction according to the Architectural Plans.

39. CSB moves through the construction of the concrete superstructure at the

Tower of the Lot 24 project quickly, efficiently and correctly. The location of Lot 24 and

the prominence of the Tower proves to gain Carroll and CSB positive business good will

and is much talked about by Carroll’s peers.

40. May 1, 2008 Matteson, formerly of JOE and currently working for

CCMC serving WaterSound and Watercolor, notifies Carroll that Lot 24 is one of the

most talked about homes in Watersound Beach. Further Matteson states that she has been

personally and repeatedly asked if the Tower exceeds the height of 50 feet.

(Exhibit R)

41. May 1, 2008, in a substantial attempt to head off any additional

interference, misinformation and damage by the conspirators, Carroll and CSB

immediately retain Daniel Uhfelder, Esq. who immediately submits a formal written

Florida Statute 720 request on behalf of Carroll and CSB to Matteson, with a copy to

Mary Rosenheim of JOE, for the names of the individuals who are personally requesting

information about the Tower at Lot 24. How are the requests being transmitted, verbally

or written? We want copies of the requests for information immediately, in line with

Florida Statute concerning HOA Records, and preservation of new requests for

information so they may be made available. Please direct future requests to Carroll so

that he may respond. (Exhibit S) Matteson acknowledges receipt of the request for

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information, but refuses to turn over the documentation to Carroll. This continues

Matteson’s chain of not honoring Carroll’s Florida Statute 720 requests for inspection of

HOA documents and will prove to damage Carroll and his businesses.

42. May 9, 2008, in another unprecedented move, Matteson has Tracy Regan

of the DRB contact Carroll and make a demand for a new set of signed and sealed

structural drawings for Lot 24. Tracy Regan acknowledges that there are no aesthetic

changes planned but that she needs new signed and sealed drawings for the DRB file.

This request is aberrant and outside of the rules and mission of the DRB. It has never

been asked of another owner. The governing documents explicitly state that the Board

does not look to plans for structural adequacy, nor issues of the Building Code and

accepts no responsibility for same. This special request of Carroll is abuse of power,

intended to slow up CSB’s progress and serves no useful purpose in the furtherance of

the DRB goals. (Exhibit T)

43. At some point prior to May 16, 2008, an unknown co-conspirator contacts

Voelker of Voelker Surveying, LLC. The party instructed Voelker to perform an

inspection and special survey of Lot 24, WaterSound Beach to determine the height of the

Concrete tower. This inspection is ordered without any notice to Carroll or CSB. The act

of ordering and performing an inspection in this manner is in violation of the Restrictive

Covenants of WaterSound Beach.

44. May 16, 2008, Carroll found Voelker on Lot 24. Voelker appeared to be

conducting a survey. Carroll asked Voelker what he was doing. Voelker said he was not

surveying Carroll’s property. Voelker told Carroll that he was merely looking for a

control point or PRM, and that he was actually performing a survey on another lot up the

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street.

45. May 21, 2008, with Voelker’s fraudulent survey of May 16, 2008 in hand,

Tracy Regan now submits a letter to Carroll requesting new drawings of the residence at

Lot 24, specifically to determine whether the height of the Tower will exceed 50’. Tracy

is giving Carroll 10 days to comply. (Exhibit U) This is an additional aberrant special

request by the DRB. This special request of Carroll is abuse of power intended to slow

CSB’s progress, is unprecedented within WaterSound, is intended to harm Carroll

economically and serves no useful purpose in the furtherance of the DRB charter. No one

in WaterSound informs Carroll that Voelker has already inspected and surveyed the tower

at Lot 24.

46. May 23, 2008 Carroll hand delivers sealed plans and survey for lot 24 to

the WaterSound Design Review Board care of Tracy Regan. This is just two days after

Tracy Regan gave Carroll 10 days to supply the documents, occurs before the BOD

meeting and completes her request. The documents indicate no change in elevation from

the previously approved original set and survey already in the possession of the DRB.

No one at WaterSound informs Carroll the Voelker has already conducted an inspection

and survey at Lot 24. (Exhibit V)

47. Hours later, on May 23, 2008, The Watersound Board of Directors met

for a regularly scheduled meeting. During the meeting under “other business” is a

discussion of the fact that the Board has already taken the position that the Tower at lot

24 is constructed to tall. No one at WaterSound notified Carroll that the agenda would

include a discussion and decision of violation concerning the height of the tower at Lot

24. In fact, the Notice of Meeting made no mention of Lot 24, Carroll or the construction

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at Lot 24. Lilienthal instructs Board attorney Gary Shipman (“Shipman”) to put Carroll

On Notice that the Tower has been built in violation of the Walton County Height

Ordinance and height restriction for Watersound. Further the Board notifies Carroll that

he “must lower the tower construction” Further “If you do not undertake to make these

alterations, we will seek an injunction in the Circuit Court in Walton County, Florida, in

which you will be responsible for not only the cost of changing the tower structure, but

we will seek penalty sanctions, attorney’s fees and costs.” Shipman says to notify the

Walton County Building Official, Billy Bearden, of the violation and get his assistance.

Shipman suggested that unless Carroll was granted a variance he would have to tear it

down. Shipman would have the Board write a letter to the County opposing the variance.

Lilienthal asked Shipman to write the letter. The Minutes of the meeting along with the

paper trail of evidence preserve the corrupt nature of the conspirators sham acts. Despite

Carroll’s daily contact with the HOA and, the proximity of Lot 24 just next door to the

HOA office, still no one has notified Carroll that the HOA has already taken the legal

position that the Tower is too tall and must be torn down. (Exhibit W)

48. May 28, 2008 Gary Shipman, Esq. sent a certified letter to Carroll at his

address in Watercolor which contained (5) different address inaccuracies in the mailing

address line and had to be diverted, despite Carroll seeing Lilienthal, Matteson and Joule

regularly. (Exhibit X) Upon eventual receipt of the letter by Carroll, Carroll finds that

there is included an inaccurate specific purpose survey showing the height of the Tower

at 48.53’. The attached survey, produced by Voelker, certified that the date of the

field work at Lot 24 was May 16, 2008. There is only one choice that Lilienthal,

Matteson, Joule and WaterSound make available to Carroll to satisfy their legal demand:

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“…be advised that you must lower the Tower.”

49. After Carroll’s review of the survey he comes to find that the survey was

ordered and conducted by May 16 which was one week in advance of the May 23, 2008

Board of Directors meeting. It became clear to Carroll that the Board orchestrated a

sham discussion on record during the meeting to try and make their request look like

something it was not, and Carroll knew who to ask for proof. Carroll makes a written

request of Matteson. (Exhibit Y) Matteson intentionally misinforms Carroll that the

survey was ordered by the BOD as a result of the May 2008 meeting, and directs

Carroll to the Minutes which are being broadcast online and in writing. (Exhibit Z)

50. Carroll made a written request of Voelker for information that would

provide proof of the continued fraud and preserve the evidence. (Exhibit AA) Voelker

refused to turn over any of the evidence. Through this day, Voelker has refused to turn

over the full documentation that is kept in the usual course of business by surveyors.

51. With at least a one week head start on Carroll, the inaccurate story which

depicted the construction as being in violation of the Walton County Height Ordinance

has made its way through the local Realtor pool. Carroll encounters numerous Realtors

and peers of Carroll and Lilienthal who tell Carroll that they are shocked to hear that the

concrete tower at Lot 24 is in violation of the WaterSound DRB, that they feel this is a

catastrophic detriment to the project and want to know when and how the concrete Tower

is going to be torn down. Some of the inquiries come from Carroll’s WaterSound Beach

neighbors and other from Carroll’s professional peers who are not owners in WaterSound

Beach.

52. Voelker realized that his survey was going to be audited and he hastily

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assembled a revised survey that adjusts the height of the Tower down to match the

surveys provided by Carroll to the DRB at the commencement of the project.

(Exhibit BB)

53. Voelker’s revised survey contained several new discrepancies which

cannot be explained by any reasonable professional. Most substantially evidenced is the

fact that the revised survey contains a note that reads, ”Due to the converging inward

nature of the structure, and the unavailability of access of the top of the structure, the

height could be as low 45.4’ as or as high as 47.1’ “ This caveat is fraudulent as it’s

margin is still outside the explanation of the previous survey wherein Voelker certified

the height of the Tower at 48.53’. Additionally evidenced is the fact that the revised

survey is certified as having occurred without any new field work. This would mean that

Voelker has field datum in record from which he could certify the revised survey. This

also means that he was not ordered to perform the survey as the result of the order of the

May 23, 2008 BOD meeting as previously attested to by Matteson, Lilienthal and the

Minutes.

54. Matteson and Lilienthal come to understand that their story does not

match the Minutes and the Minutes are abruptly removed from the community bulletin

board for the first time in the history of WaterSound. Since that time, both the Feb. 2008

and May 2008 BOD Meeting Minutes, which reference Carroll and Lot 24, have

disappeared, reappeared and currently have been completely removed from the

community bulletin board.

55. On or about September 2008 Joule prepared photographs of the Lot 24

project and hastily drew redlines and elevations to indicate that the building was taller

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than it actually is. Joule inserted the evidence into the DRB file for Lot 24 without any

notification or explanation to Carroll or CSB. This action occurred after Voelker revised

his original and fraudulent survey. (Exhibit CC)

56. September 12, 2008, Watersound Board of Director Member Lilienthal

notified Carroll that he was still understanding the Tower of lot 24 to be constructed to

tall and will require de-construction. Lilienthal and his associate Ann Mosley have told

any Realtors who inquired that the Tower height is in violation, the concrete work has

structural problems and must be dismantled by CSB and Carroll.

57. In good faith, Carroll attempted to get a clear statement from the BOD that

would serve as a retraction to Gary Shipman’s letter of violation on the Tower height. A

meeting was set for November 24, 2008 between Carroll, Matteson and Board of Director

members Jack Luchese and Lilienthal.

58. Carroll appeared for the November 24, 2008 meeting with Lilienthal,

Matteson and Luchese. Lilienthal did not show up. The parties talk and it is agreed that

Matteson is going to get a letter from Gary Shipman, Esq. that remedies the previous

erroneous letter of Shipman for the Tower Height Violation. The retraction letter did

not come.

59. December 18, 2008 Carroll attended the December BOD meeting at the

Gatehouse. Under the compliance heading Jack Luchese initiated dialogue. Gary

Shipman, Esq. read the original letter of violation aloud. Carroll disputed the Notice on a

line by line basis. BOD legal counsel Shipman said on record that he did not know that a

new survey (Voelker 6/08) was issued and he requested a copy from Sandy Matteson in

the presence of all in attendance. Matteson admitted on record that the revised survey,

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proving compliance, was issued over six months ago. Carroll asserted that the letter of

violation was in the public domain by way of Realtors, that he could not correct the

public opinion of violation and was being damaged economically. Shipman quickly

decided and stated that WaterSound would not issue a retraction, that Carroll’s only

remedy was to move forward with construction and submit a final survey upon

completion that shows the Tower height. Carroll repeated his clear demand to every

member present that he wanted a complete retraction of the height violation referenced in

the violation letter. Carroll reminded the BOD that he submitted his original survey of

foundation elevation in February, 2008 as prescribed by the DRB and that it was

approved for continued construction. The BOD said that the height of the existing

structure still did not permit completion of the roof without being in violation of the

County Height Ordinance. Carroll asked everyone present to explain the County height

ordinance in order to verify their ignorance. None, including BOD Legal Counsel Gary

Shipman, Esq., could give the correct Walton County Ordinance particulars:

5.00.06. Height Limitation, Exceptions, Exemptions, and Measurement Methodology for

Building or Structure Height. (E) Methodology for Measurement for Building or
Structure Height: Building or structure height in South or North Walton County is the
vertical distance or measurement from the average elevation of the existing natural
ground beneath the footprint of the building or structure to the highest point at the top of
the building or structure or the highest point of the coping of a flat roof, the deck line of a
mansard roof, or the mean height level between eaves and ridge for gable, hip, domed,
curved, and gambrel roofs. Building or structure features such as chimney height as
required by the Florida Building Code shall not be included in the methodology for
measurement for building or structure height.

This proved their ignorance and their motive. Shipman, evidencing motive, forcefully

made the pronouncement “I stopped you from building in a neighborhood before!” The

BOD had undertaken to force Carroll and CSB to act on an unlawful request which was

negligent and a breach of fiduciary duty in it’s best light, but deliberate fraud and civil
17
conspiracy in a light most favorable the truth.

60. December 19, 2008 Carroll issued the pre-suit Statutory Libel Prerequisite

Letter in accordance with F.S. 770.01 to the B.O.D. (Exhibit DD)

61. Lilienthal, Matteson and Joule install Lilienthal’s son, and Carroll’s

competitor, Robert David Lilienthal as WaterSound DRB member on March 6, 2009 over

Carroll’s request otherwise.

62. At a point unknown, WaterSound created a new policy whereby they

would issue “benefitted assessments” at their sole discretion which would encumber the

real property of members with a $1,000.00 per month punitive fine if construction was

incomplete after a time period unknown to Carroll.

63. This so termed, special “benefitted assessment” rule, has not been

recorded into the Walton County Official Records.

64. This “benefitted assessment” does not meet the requirements of the

WaterSound Beach Restrictive Covenants.

65. WaterSound has not permitted a hearing for Carroll who disagreed in

writing with the “benefitted assessment” charges against Lot 24. WaterSound acted

capriciously and arbitrarily by enforcing this new rule against Carroll while not applying

the rule uniformly against all members of WaterSound.

66. September 29, 2009, Carroll, under extreme duress proximate to his facing

escalating monetary fines from the BOD for not completing construction on Lot 24,

completed the final underground power, cable, phone, water and sewer conduit

installations, prepared grade, ordered the landscaping and undertook the removal of the

buried construction trash from the common areas at the locations the DRB is requiring

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Carroll install landscaping. At that point it had been 32 months since Carroll notified

WaterSound community management, and 19 months since Carroll put the BOD On

Notice, about the buried garbage which the BOD told Carroll they would remediate

immediately.

67. Carroll opened the ground in the Common Area for the landscaping

work and removed buried pressure treated wood, bricks, concrete, asphalt, limerock crush

base, pallet parts, grade stabilizers, rusted steel form work, and other construction trash

in order to advance the project to its current stage of completion (Exhibit EE)

COUNT I - TORTIOUS INTERFERENCE WITH ADVANTAGEOUS BUSINESS

RELATIONSHIP

68. Carroll incorporates by reference paragraphs 1 through 67 as if fully

restated here.

69. This is an action in law or equity for tortious interference seeking damages

exceeding $15,000.00.

70. Carroll and his companies J.M.B., L.L.C. and Chambers Street Builders,

Inc. had a business relationship with the Owners of property within WaterSound,

Watercolor, Rivercamps and Windmark Beach. Carroll communicated and had contracts

and agreements with several parties.

71. The Defendants WaterSound, Watercolor, Joule, Matteson, Voelker and

Lilienthal had knowledge of the dynamics and history of the relationships.

72. All the Defendants intentionally and unjustifiably interfered with the

relationships by slander per se, slander per quod and an unlawful coven.

73. Defendants Matteson, Joule, Lilienthal, WaterSound and Watercolor

intentionally and unjustifiably interfered in the relationships by removing Chambers

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Street Builders, Inc. contact information from the approved builders list at random times

without authorization and from time to time listing a competitor’s phone number as that

of Chambers Street Builders, Inc.

74. Defendants Joule, WaterSound, Lilienthal, Matteson and Voelker

intentionally and unjustifiably interfered in the relationship of Carroll and his

WaterSound neighbors by ordering and preparing a fraudulent survey, conducting an

inspection of Lot 24 without notice and permission of Carroll, declaring Lot 24’s

construction as being in violation of Walton County Height Ordinance requiring tearing

down the concrete Tower, hiding Carroll’s authentic and correct survey, rushing

unapproved Minutes into publication, placing fraudulent photographic evidence into the

DRB file and broadcasting unapproved Minutes to Carroll’s peers, the world wide web

and Carroll’s neighbors and with whom Carroll was actively negotiating the trade of

property.

75. As a direct and proximate result of WaterSound, Watercolor, Matteson,

Lilienthal, Voelker and Joule’s tortious interference, Carroll has suffered direct, incidental

and consequential damages which resulted upon the breach of the relationships which is

the last essential element for this type of claim as found in Florida’s Supreme Court:

Gossard v. Adia Services, Inc., 723 So. 2d 182, 184 (Fla. 1998) and more specifically and

locally Florida’s First District: Linafelt v. Beverly Enterprises-Florida, Inc., 745 So. 2d

386, 389 (Fla. 1st DCA 1999).

76. WHEREFORE, Carroll demands judgment in his favor and against all

Defendants, jointly and severally, as follows:

A. Awarding Carroll actual, incidental and consequential damages against

20
Defendants for Carroll’s loss of income, inability to financially care for his family and

lost opportunities which were consequences of the Defendants unlawful interference;

B. Directing Defendants to immediately cease and desist from further actions

of unlawful interference with Carroll’s customers, both contracted and potential;

C. Compelling WaterSound to issue a complete, line by line retraction of it’s

declaration of violation of Walton County’s Height Ordinance;

D. Awarding Carroll special damages against all the Defendants for costs

incurred by Carroll in mitigating the damages caused by the Defendants;

E. Awarding Carroll the costs associated with bringing this action;

F. Granting all further relief deemed appropriate by this Court.

COUNT II - FRAUD

77. Carroll incorporates by reference paragraphs 1 through 67 as if fully

restated here.

78. This is an action in law or equity for fraud seeking damages that exceed

$15,000.00.

79. The Defendants made multiple false statements to Carroll as follows:

A. Defendants WaterSound, Watercolor, Matteson and Joule assured Carroll

that CSB was listed on their approved builder list, when in fact it was not included.

B. Defendants WaterSound, Matteson and Lilienthal insisted that they would

remediate the buried trash in the common area adjacent Lot 24 where they are requiring

Carroll to perform, work when in fact they never intended to do so.

C. Defendants Watercolor, WaterSound, Matteson, Joule and Lilienthal

insisted that they would not interfere with CSB work or business relationships, when in
21
fact the opposite was true.

D. Defendants WaterSound, Lilienthal and Matteson insisted that they

ordered the survey from Voelker as a result of the May 23, 2008 BOD meeting, when in

fact the survey was ordered and performed at least 7 days before the meeting.

E. Defendant WaterSound, Matteson, Lilienthal and Joule informed Carroll

that the elevation of construction was approved for continued construction, when in fact

they knew that they were going to act to stop Carroll and CSB and ultimately declare the

work in violation of elevation.

F. Defendants WaterSound, Joule and Matteson issued a special order to

Carroll wherein if he would furnish new plans for the 24 project within 10 days he could

continue construction, when in fact they already knew that they were preparing an

impending violation notice which would serve to stop construction at Lot 24.

G. Defendants WaterSound, Lilienthal, Joule and Matteson declared the

height of the Tower at Lot 24 in violation of the Walton County Height Ordinance, when

in fact they were without any survey, falsified or not, actually showing construction in

violation of the Height Ordinance.

H. Defendants WaterSound, Matteson and Joule told Carroll that they did not

contact the Walton County Building Department to slow CSB’s progress, when in fact

they did.

I. Defendants WaterSound, Watercolor, Matteson, Joule, Lilienthal and

Voelker told Carroll that they did not attempt to interfere in Carroll’s business contracts

and advantageous business relationships, when in fact they did.

J. Defendant Voelker told Carroll he was not performing a survey of Lot 24

22
when in fact he was.

K. Defendant WaterSound informed Carroll that he could not sub-contract

small jobs within the community, when in fact they had no authority to say so.

L. Defendants WaterSound, Matteson, Joule and Lilienthal informed Carroll

that he must complete construction at Lot 24 and obtain an elevation survey of the

finished Tower, when in fact they had no authority to demand same.

M. Defendant WaterSound acknowledged the contents of the DRB file

included no additional information about the height of construction, when in fact the file

included falsified photographic evidence slipped into the file by Joule.

O. Defendants WaterSound and Matteson told Carroll that they would issue a

retraction letter to cure the alleged libel when in fact they had no intentions of doing so.

P. Defendant Joule told Carroll that she had the experience required and was

a Florida builder, when in fact she is not and never has been a licensed Florida contractor.

Q. Defendants Matteson, Lilienthal, Voelker and Joule told Carroll that they

did not tell members of Carroll and CSB’s peer group and customer base that the 24

project had structural problems and code violations, when in fact they did spread the

misinformation.

R. Defendant Voelker told Carroll that he had field datum to back up his

certified survey, when in fact he did not.

S. Defendants Matteson, Watercolor and WaterSound told Carroll that CSB

was removed from the WaterSound and Watercolor approved builders list by the DRB,

when in fact the DRB had no information about the act, the DRB approved of all CSB

projects under construction and there were no documented reasons of any kind, in
23
Watercolor and WaterSound’s DRB file.

T. Defendant Lilienthal assured the owners of WaterSound property

including Carroll that he would discharge his BOD duties without conflict of interest,

when in fact he had no intentions of doing so.

U. Defendants Matteson, Joule, WaterSound and Lilienthal told Carroll and

others that Lot 24 was encumbered by justified “benefitted assessments”, when in fact the

“benefitted assessments” were fabricated outside the justification of the WaterSound

recorded Covenants and Restrictions.

80. The Defendants all had complete knowledge that their representations

were false.

81. The Defendants made the untrue representations, amongst other covinous

acts, to induce Carroll’s reliance on the misrepresented facts.

82. Carroll’s reliance on the lies denied him the opportunity to treat the true

issues, mitigate damage to his business and personal reputation and fully developing

Lot 24.

83. As a direct and proximate cause of the Defendants fraud Carroll has

suffered direct, incidental and consequential damages which is the 4th essential element of

a claim for fraud in Florida according to Johnson v. Davis, 480 So. 2d 625, 627 (Fla.

1985) and Connecticut General Life Ins. Co. v. Jones, 764 So. 2d 677, 682 (Fla 1st DCA

2000) amongst other Florida cases.

84. WHEREFORE, Carroll demands judgment in his favor and against the

Defendants, jointly and severally, as follows:

A. Awarding Carroll actual, incidental and consequential damages against

24
Defendants for Carroll’s loss of income, inability to financially care for his family and

lost opportunities which were consequences of the Defendants fraud against Carroll;

B. Directing Defendants to immediately confess and admit in writing, their

lies and motives so Carroll can mitigate the continued damage to his and his companies

reputations and to take all actions necessary and appropriate to complete that goal;

C. Awarding Carroll special damages for the costs incurred by Carroll in

mitigating the damages caused by the Defendants;

D. Awarding Carroll the costs associated in bringing this action;

E. Granting all further relief deemed appropriate by this Court.

COUNT III – BREACH OF FIDUCIARY DUTY

85. Carroll incorporates by reference paragraphs 1 through 67 as if fully

restated here.

86. This is an action in law or equity for breach of fiduciary duty seeking

damages in excess of $15,000.00.

87. Carroll and Defendants WaterSound, Matteson, Joule and Lilienthal share

a relationship whereby Carroll reposes trust and confidence in the Defendants consistent

with Florida Statute 720.303 (1).

88. Those Defendants undertook that trust and assumed a duty to advise,

counsel and protect Carroll also consistent with 720.303 (1).

89. Those Defendants breached that fiduciary duty by deliberately

orchestrating sham acts as described in 1 through 67.

90. Carroll suffered damage to his reputation and economically as a result of

the Defendants’ breach of their duties including:

25
 A. Carroll’s friends, peers, neighbors, customers, competitors, lenders,

Building Official, Realtors, children and suppliers came to believe that Carroll

constructed a building that violated Walton County’s Height Ordinance requiring the

concrete tower to be torn down.

B. Carroll’s model home sat idle, without the roof framed, while rain poured

into the building for 7 months causing damage to the roof framing materials, $65,000.00

custom wood windows, $18,000.00 unpainted cedar siding materials, unprotected

plywood floors, unprotected plywood walls, unprotected framed walls, unprotected gun-

nails and sub-floor adhesives, unprotected and installed floor trusses and other materials

not meant to withstand direct assault from the elements for that length of time.

C. Carroll’s model home sat idle, without the roof framed while Carroll’s

potential and contracted customers came to deduce that Carroll’s model home was

stopped because of finance problems or construction defects which were not actual.

D. Carroll was forced to lay off his workers who intended to complete the

project with the materials already stored on site.

E. Carroll was forced to break advantageous arrangements with his sub-

contractors who had guaranteed Carroll unbeatable pricing in return for the preceding 12

months of consistent, substantial and timely paid work.

91. These circumstances evidence those defendants’ liability to Carroll for a

claim of this type in Florida as first found in Florida’s Supreme Court in Quinn v. Phipps,

93 Fla. 805, 113 So. 419, 420-421 (1927) and again more recently in Gracey v. Eaker,

837 So. 2d 348, 353 (Fla. 2002).

92. FOR THE REASONS STATED ABOVE, Carroll demands judgment in

26
his favor and against the Defendants WaterSound, Matteson, Joule and Lilienthal, jointly

and severally, as follows:

A. Awarding Carroll actual, incidental and consequential damages against

Defendants for Carroll’s loss of income, inability to financially care for his family and

lost opportunities which were consequences of the Defendants’ Breach of Fiduciary Duty

to Carroll;

B. Directing those Defendants to immediately act in a manner consistent with

their fiduciary duty to Carroll from this time forward;

C. Awarding Carroll special damages for the costs incurred by Carroll in

mitigating the damages caused by the those Defendants;

D. Awarding Carroll the costs associated in bringing this action;

E. Granting all further relief deemed appropriate by this Court.

COUNT IV – LIBEL

93. Carroll incorporates by reference paragraphs 1 through 67 as if fully

restated here.

94. This is an action in law or equity for libel seeking damages in excess of

$15,000.00.

95. The Defendants WaterSound, Matteson, Lilienthal, Joule and Voelker

made a false declaration when they declared Carroll and CSB’s work in violation of the

County Height Ordinance. They furthered the false statements when they declared that

the concrete tower will be torn down. They abused process to give credibility to their

falsehoods by threatening Circuit Court action against Carroll and CSB when in fact they

never had any evidence, falsified or authentic, that proved a violation of the Walton

27
County Height Ordinance.

96. The Defendants WaterSound, Watercolor, Matteson, Voelker, Joule and

Lilienthal published the false statements by preparing a fake elevation survey, preparing

fake photographic evidence and broadcasting fake BOD meeting minutes over the

internet, and assuring that the publications would make their way out from the protection

of privileged communications and into the local public domain. Last, the Defendants

published several fake approved builder lists showing Carroll and CSB’s removal from

the list during times when CSB was fully authorized to appear on the lists.

97. The Defendants made the defamatory publications with the requisite intent

of both negligence and malice.

98. Carroll suffered damage to his professional reputation and economically

as a result of the Defendants false publications including:

A. Carroll’s friends, peers, neighbors, customers, competitors, lenders,

Building Official, Realtors, children and suppliers came to believe that Carroll

constructed a building that violated Walton County’s Height Ordinance requiring the

concrete tower to be torn down which was a direct assault on his perceived professional

fitness.

B. Carroll’s friends, peers, neighbors, customers, competitors, lenders,

Building Official, Realtors, children and suppliers came to believe that Carroll was

removed from the WaterSound and Watercolor approved builder lists for constructing

inadequate residences when in fact that was untrue.

99. Florida Courts condemn and abhor these types of acts and when examined

collectively these acts satisfy the essential elements needed by Carroll for a claim against

28
the Defendants for libel.

100. FOR THE REASONS STATED ABOVE, Carroll demands judgment in

his favor and against all of the Defendants, jointly and severally, as follows:

A. Awarding Carroll actual, incidental and consequential damages against

Defendants for Carroll’s loss of income, inability to financially care for his family and

lost opportunities which were consequences of the Defendants’ Libel against Carroll;

B. Directing Defendants to issue the apology and retraction letter that Carroll

served upon the BOD December 19, 2008 to satisfy Florida’s pre-suit Statutory Libel

Prerequisite Letter in accordance with F.S. 770.01;

C. Directing Defendants to publish the retraction in every size, scope and

medium that the original defamatory publication was made;

D. Awarding Carroll special damages for the costs incurred by Carroll in

mitigating the damages caused by the Defendants;

E. Awarding Carroll the costs associated in bringing this action;

F. Granting all further relief deemed appropriate by this Court.

COUNT V – NEGLIGENT RETENTION

101. Carroll incorporates by reference paragraphs 1 through 67 as if fully

restated here.

102. This is an action in law or equity for negligent retention seeking damages

in excess of $15,000.00.

103. WaterSound became aware, or should have become aware, of problems

with Joule and Matteson that indicated their unfitness for the job of Construction

Compliance Officer and Senior Property Manager.

29
 104. WaterSound owed a duty to Carroll and his companies to protect him from

their Construction Compliance Officer’s ignorance of vertical elevation theories and

construction processes. Further, WaterSound owed a duty to Carroll, his family and his

companies to protect them from Matteson and Joules tortious acts and statements.

105. WaterSound breached its duty to Carroll, his family and his companies by

failing to act to investigate, discharge or reassign both Joule and Matteson.

106. WaterSound’s breach proximately caused Carroll to suffer damage to his

professional reputation, economically and his family’s civil right to the pursuit of

happiness.

107. FOR THE REASONS STATED ABOVE, Carroll demands judgment in

his favor and against the Defendant WaterSound as follows:

A. Awarding Carroll actual, incidental and consequential damages against

Defendants for Carroll’s loss of income, inability to financially care for his family and

lost opportunities which were consequences of WaterSound’s Negligent Retention of

Joule and Matteson;

B. Directing WaterSound to reassign or discharge Matteson, Joule or any

other employee working in WaterSound who would continue to harm Carroll, his family

or his business;

C. Awarding Carroll special damages for the costs incurred by Carroll in

mitigating the damages caused by WaterSound’s Negligent Retention;

D. Awarding Carroll the costs associated in bringing this action;

E. Granting all further relief deemed appropriate by this Court.

COUNT VI – CIVIL CONSPIRACY

30
 108. Carroll incorporates by reference paragraphs 1 through 67 as if fully

restated here.

109. This is an action in law or equity for civil conspiracy seeking damages that

exceed $15,000.00.

110. WaterSound, Watercolor, Joule, Matteson, Lilienthal, Voelker, John and

Jane Doe and other Unknown Co-Conspirators formed a conspiratorial coven.

111. The Defendants planned, engineered and executed a boycott of Carroll and

his businesses along with a campaign of misinformation about Carroll’s personal and

business fitness.

112. The Defendant conspirators committed several acts both covert and overt

as fully enumerated in 1 through 67 in the pursuit of the conspiracy.

113. The conspirators possessed, by virtue of their association, a special power

of coercion that an individual would not ordinarily possess.

114. Carroll, his family and his businesses suffered damage to their economics,

professional reputation and civil rights afforded them by both the Florida and United

States Constitution by the reach of the civil conspiracy including:

A. Carroll’s friends, peers, neighbors, customers, competitors, lenders,

Building Official, Realtors, children and suppliers came to believe that Carroll

constructed a building that violated Walton County’s Height Ordinance requiring the

concrete tower to be torn down.

B. Carroll’s model home sat idle, without the roof framed, while rain poured

into the building for 7 months causing damage to the roof framing materials, $65,000.00

custom wood windows, $18,000.00 unpainted cedar siding materials, unprotected

31
plywood floors, unprotected plywood walls, unprotected framed walls, unprotected gun-

nails and sub-floor adhesives, unprotected and installed floor trusses and other materials

not meant to withstand direct assault from the elements for that length of time.

C. Carroll’s model home sat idle, without the roof framed while Carroll’s

potential and contracted customers came to deduce that Carroll’s model home was

stopped because of finance problems or construction defects.

D. Carroll was forced to lay off his workers who intended to complete the

project with the materials already stored on site.

E. Carroll was forced to break advantageous arrangements with his sub-

contractors who had guaranteed Carroll unbeatable pricing in return for the preceding 12

months of consistent, substantial and timely paid work.

F. Carroll’s contracts and agreements with Muldoon, Achatz, Burke, Kaye,

Mitchell, Gutkin, Whatley, Betz, Waits, Harmuth, Harrison, Humphreys, St. Joe,

Wildwood, Wallace, Lynch, LIG Holdings, Beckman, Midha, Davis, Freeman, George,

J.M.B., LLC, M.G., LLC and others were interfered with at Carroll’s detriment and for

the potential gain of the conspirators.

G. Carroll’s relationship with the Walton County Building Department was

interfered with by the Defendant’s in an attempt to slow down Carroll’s progress on more

than one job, on more than one occasion, by covert and illegal means.

115. WHEREFORE, Carroll demands judgment in his favor and against all of

the Defendants, jointly and severally, as follows:

A. Awarding Carroll actual, incidental and consequential damages against

Defendants for Carroll’s loss of income, inability to financially care for his family and

32
lost opportunities which were consequences of the Defendants’ Civil Conspiracy;

B. Directing the Defendants to immediately notify Carroll and this Court of

the true identity of John Doe, Jane Doe and the other Co-Conspirators;

C. Directing the Defendants to immediately cease and desist their unlawful

coven;

D. Awarding Carroll special damages for the costs incurred by Carroll in

mitigating the damages caused by the Defendants’ Civil Conspiracy;

E. Awarding Carroll the costs associated in bringing this action;

F. Granting all further relief deemed appropriate by this Court.

COUNT VII – SLANDER

116. Carroll incorporates by reference paragraphs 1 through 67 as if fully

restated here.

117. This is an action in law or equity for slander seeking damages that exceed

$15,000.00.

118. The Defendants WaterSound, Joule, Voelker, Lilienthal and Matteson

made a false declaration when they declared Carroll and CSB’s work in violation of the

County Height Ordinance. They furthered the false statements when they declared that

the concrete tower will be torn down. They abused process to give credibility to their

falsehoods by threatening Circuit Court action against Carroll and CSB when in fact they

never had any evidence, falsified or authentic, that proved a violation of the Walton

County Height Ordinance.

119. All of the Defendants orally published the false statements by preparing a

fake elevation survey, preparing fake photographic evidence and broadcasting fake BOD

33
meeting minutes over the internet and assuring that the publications would make their

way out from the protection of privileged communications and into the local public

domain when they told Debra Starr, Hillary Farnum and other Realtors who are Carroll’s

peers but not WaterSound Owners. Last, the Defendants published several fake approved

builder lists showing Carroll and CSB’s removal from the list during times when CSB

was fully authorized to appear on the lists and then passing on their fabrications orally.

120. The Defendants made the defamatory publications and oral statements

with the requisite intent of both negligence and malice.

121. Carroll suffered damage to his professional reputation and economically

as a result of the Defendants false publications as follows:

A. Carroll’s friends, peers, neighbors, customers, competitors, lenders,

Building Official, Realtors, children and suppliers came to believe that Carroll

constructed a building that violated Walton County’s Height Ordinance requiring the

concrete tower to be torn down which was a direct assault on his perceived professional

fitness.

B. Carroll’s friends, peers, neighbors, customers, competitors, lenders,

Building Official, Realtors, children and suppliers came to believe that Carroll was

removed from the WaterSound and Watercolor approved builder lists for constructing

inadequate residences when in fact that was untrue.

122. Our local Court condemns these acts which together constitute the four

essential elements of slander as clarified and enumerated in Axelrod v. Califano, 357 So.

2d 1048, 1050 (Fla. 1st DCA 1978).

123. WHEREFORE, Carroll demands judgment in his favor and against all of

34
the Defendants, jointly and severally, as follows:

A. Awarding Carroll actual, incidental and consequential damages against

Defendants for Carroll’s loss of income, inability to financially care for his family and

lost opportunities which were consequences of the Defendants’ Slander;

B. Directing the Defendants to immediately notify Carroll and this Court of

the identity of all parties the defamatory statements were made to;

C. Directing the Defendants to immediately orally retract their unlawful

and defamatory statements;

D. Awarding Carroll special damages for the costs incurred by Carroll in

mitigating the damages caused by the Defendants’ Civil Conspiracy;

E. Awarding Carroll the costs associated in bringing this action;

F. Granting all further relief deemed appropriate by this Court.

COUNT VIII – NEGLIGENCE

124. Carroll incorporates by reference paragraphs 1 through 67 as if fully

restated here.

125. This is an action in law or equity for negligence seeking damages that

exceed $15,000.00.

126. The Defendants WaterSound, Matteson, Lilienthal, Joule and Voelker had

a duty to protect Carroll, his businesses and his family from harm when they assumed the

position afforded them by the WaterSound Declarations of Covenants.

127. Those Defendants breached their duties as stated in 1 through 67 when,

amongst other acts, they failed Carroll and elementary mathematics in concluding the

Tower height incorrectly by margins that defy truth and then failing to read and

35
understand Walton County Height Ordinance 5.00.06, and finally, all of this being

rounded out by their rush to write all of this up and publish their findings in writing, in

broadcast and orally as a condemnation of Carroll’s competence when it was their own

rudimentary mistake or reckless disregard for the truth.

128. Those Defendants’ breach was the proximate cause of damage to Carroll,

his family and his businesses.

129. Carroll suffered damage to his professional reputation and economically

as a result of those Defendants’ false publications by and including:

A. Carroll’s friends, peers, neighbors, customers, competitors, lenders,

Building Official, Realtors, children and suppliers came to believe that Carroll

constructed a building that violated Walton County’s Height Ordinance requiring the

concrete tower to be torn down.

B. Carroll’s model home sat idle, without the roof framed, while rain poured

into the building for 7 months causing damage to the roof framing materials, $65,000.00

custom wood windows, $18,000.00 unpainted cedar siding materials, unprotected

plywood floors, unprotected plywood walls, unprotected framed walls, unprotected gun-

nails and sub-floor adhesives, unprotected and installed floor trusses and other materials

not meant to withstand direct assault from the elements for that length of time.

C. Carroll’s model home sat idle, without the roof framed while Carroll’s

potential and contracted customers came to deduce that Carroll’s model home was

stopped because of finance problems or construction defects.

D. Carroll was forced to lay off his workers who intended to complete the

project with the materials already stored on site.

36
 E. Carroll was forced to break advantageous arrangements with his sub-

contractors who had guaranteed Carroll unbeatable pricing in return for the preceding 12

months of consistent, substantial and timely paid work.

130. Just as seen in Jenkins v. W.L. Roberts, Inc., 851 So.2d 781 (Fla. 1st DCA

2003), Carroll is entitled to maintain a cause of action against the Defendants for

negligence because the totality of the facts match the essential elements of his claim.

131. WHEREFORE, Carroll demands judgment in his favor and against the

Defendants WaterSound, Matteson, Lilienthal, Joule and Voelker as follows:

A. Awarding Carroll actual, incidental and consequential damages against

Defendants for Carroll’s loss of income, inability to financially care for his family and

lost opportunities which were consequences of the Defendants’ Civil Conspiracy;

B. Directing the Defendants to renew their studies in addition and subtraction

if they wish to exercise control over vertical datum;

C. Awarding Carroll special damages for the costs incurred by Carroll in

mitigating the damages caused by the Defendants’ Civil Conspiracy;

D. Awarding Carroll the costs associated in bringing this action;

E. Granting all further relief deemed appropriate by this Court.

COUNT IX – BREACH OF CONTRACT

132. Carroll incorporates by reference paragraphs 1 through 67 as if fully

restated here.

133. This is an action in law or equity for breach of contract seeking damages

that exceed $15,000.00.

134. The Plaintiff, Carroll, and the Defendants WaterSound, Joule, Matteson

37
and Lilienthal were parties to a valid contract which was recorded into the public records

of Walton County and entitled: Declaration of Covenants, Conditions and Restrictions for

WaterSound. (Exhibit FF)

135. The Defendants committed several material breaches of the contract when

they:

A) Ordered Voelker to enter upon Lot 24 to inspect, monitor and test the

improvements and structure located there without notice to Carroll. This violated the

terms of Plaintiff and Defendants’ contract at 10.7.

B) Permitted Voelker to enter into the structure without Carroll’s consent.

This violated the terms of Plaintiff and Defendants’ contract at 10.7.

C) Retained Voelker to inspect the design and construction of the

improvements and structure located on Lot 24 in connection with a potential or pending

claim, demand or litigation involving such design or construction without first notifying

Carroll and CSB in writing. This violated the terms of Plaintiff and Defendants’ contract

at 10.8.

D) Created a new “benefitted assessment” without following the terms of the

contract at 8.5 and other sections.

E) Changed the terms of the contract by arbitrarily and capriciously enforcing

an enhanced penalty against Carroll for the length of construction, whereby they changed

the fine from a one time $500.00 fine to an inexhaustible $1,000.00 per month fine, then

applying said “new term” in a non-uniform manner.

F) Expressed their enhanced penalties against Carroll and Lot 24 as a lien.

136. Carroll suffered damage to his professional reputation and economically

38
by the Defendants’ material breaches including:

A. Carroll’s friends, peers, neighbors, customers, competitors, lenders,

Building Official, Realtors, children and suppliers came to believe that Carroll

constructed a building that violated Walton County’s Height Ordinance requiring the

concrete tower to be torn down.

B. Carroll’s model home sat idle, without the roof framed, while rain poured

into the building for 7 months causing damage to the roof framing materials, $65,000.00

custom wood windows, $18,000.00 unpainted cedar siding materials, unprotected

plywood floors, unprotected plywood walls, unprotected framed walls, unprotected gun-

nails and sub-floor adhesives, unprotected and installed floor trusses and other materials

not meant to withstand direct assault from the elements for that length of time.

C. Carroll’s model home sat idle, without the roof framed while Carroll’s

potential and contracted customers came to deduce that Carroll’s model home was

stopped because of finance problems or construction defects.

D. Carroll was forced to lay off his workers who intended to complete the

project with the materials already stored on site.

E. Carroll was forced to break advantageous arrangements with his sub-

contractors who had guaranteed Carroll unbeatable pricing in return for the preceding 12

months of consistent, substantial and timely paid work.

F. Damaging Carroll’s $6,000,000.00 business enterprise.

137. WHEREFORE, Carroll demands judgment in his favor and against the

Defendants as follows:

A. Awarding Carroll actual, incidental and consequential damages against

39
Defendants for Carroll’s loss of income, inability to financially care for his family and

lost opportunities which were consequences of the Defendants’ Civil Conspiracy;

B. Directing the Defendants to cease their abherrant enforcement actions

against Carroll;

C. Awarding Carroll special damages for the costs incurred by Carroll in

mitigating the damages caused by the Defendants’ Civil Conspiracy;

D. Awarding Carroll the costs associated in bringing this action;

E. Granting all further relief deemed appropriate by this Court.

COUNT X – SLANDER OF TITLE

138. Carroll incorporates by reference paragraphs 1 through 67 as if fully

restated here.

139. This is an action in law or equity for slander of title seeking damages that

exceed $15,000.00.

140. On September 1, 2009, just days before Carroll’s planned construction

finance closing for Lot 24, Matteson, Lilienthal and WaterSound communicated to

Carroll’s Title Company a fraudulent assessment certificate showing the amount

necessary to clear Title was currently $9,366.14 when it was actually several thousand

dollars less and subject to additional set offs.

141. On September 23, 2009 Matteson admitted and testified to the inflated

assessment in County Court.

142. These three facts were intended to impair Carroll’s ability to close his loan

and were the proximate cause of damages to Carroll and his business.

143. WHEREFORE, Carroll demands judgment in his favor and against the

40
Defendants WaterSound, Lilienthal and Matteson, jointly and severally, as follows:

A. Awarding Carroll actual, incidental and consequential damages against

Defendants’ for Carroll’s loss of income, inability to financially care for his family and

lost opportunities which were consequences of the Defendants’ Slander of Title;

B. Awarding Carroll special damages for the costs incurred by Carroll in

mitigating the damages caused by the Defendants’ Slander of Title;

C. Awarding Carroll the costs associated in bringing this action;

D. Granting all further relief deemed appropriate by this Court.

144. Carroll demands trial by jury on all counts.

_____________________________
John P. Carroll
Box 613524
WaterSound, FL 32461
Tel: (850)231-5616
Fax: (850)622-5618

Dated: February 2, 2010

41