Monday, March 2, 2015

Exhibit 7 – First Response and Offer of Settlement

Exhibit 7 – First Response and Offer of Settlement
Dara Leigh Bloom, Attorney-at-Law
Vindicatio Consultants-Homeowners’ Justice Group
1748 Prytania, New Orleans, Louisiana 70130
Telephone: XXX-800-8978/XXX408-5492
E-mail: dlb2670@XXXXXX.XXXX

September 10, 2013

Re: Rumor Mill News
RMN News
Rubicon Aegis
Your Letter of
October 19, 2011

This Letter should be construed as a Notice of Intent to Sue, but it also constitutes an offer to settle or compromise a dispute prior to the formal institution of litigation. Nothing in this letter should be construed either as an admission of any fact nor a waiver of any legal contention or equitable assertion.
This letter is, by law, and shall be deemed inadmissible for any purpose in any subsequent Court proceedings, should you refuse the offer herein expressed and tendered to you in good faith.

Rayelan Smith
Aka Rayelan Allan
525 Bunker Hill Road
Ashtabula, Ohio 44004

Dear Ms. Smith:

I am writing to you today to ask whether you are willing to settle your accounts-payable with and to Melinda Pillsbury-Foster, to whom you offered an executive advertising position with both salary and benefits starting in September 2011, confirmed by letter on October 19, 2011, indicating a salary floor of $3,500.00, plus free room and board and full family health care (medical and dental) benefits for Melinda and her disabled adult son Arthur Foster.

Two years of such salary and benefits accruing at a minimum of $3500 per month in direct pay plus $1500 per month in benefits is equal to $120,000.00, plus pre-judgment interest accruing at 2.5%.

Because of Melinda’s age and Arthur’s disability, we have estimated a minimum cost of $750.00 each for full medical and dental coverage such as you had promised as a benefit of employment. We would point out that it was only because of your solicitous interest in Arthur’s well-being that Melinda ever considered accepting your offer.
In the intervening time, you appear to have forgotten your promises, your representations of care and interest, and you seem essentially merely to have lured Melinda across the continent to accept employment in a strange place under false pretenses, at great expense of time, energy, and emotional sacrifice and adaption which she could but ill afford.

Melinda will happily admit that you have partially performed your agreement with her, in that you have provided her with “free” room (without board) and free parking for herself and her son Arthur, and that until approximately one month ago you were also providing her with a phone, paid for by Rubicon Aegis, LLC, as well as the necessary internet access to perform her job. And I think you cannot deny that Melinda has in fact been performing her job, apparently to your satisfaction, since September 2011.
In addition, Melinda received something “close” to your promise of $3500 in October of 2011 when she actually received $2500.00, all from advertising sales, which Melinda sold and generated for you, for Rumor Mill News (an on-line news magazine supposedly “owned” by Rubicon Aegis as your alter ego). As late as April 2013, Melinda received approximately $1200 in sales commissions, but this appears to be the last payment she received from her association and relationship with you.

I am at a loss to tell you, if you do not know, how angry, disappointed, and frustrated Melinda is, or how sad and depressed she is that you seem to have turned on her and Arthur, and either have forgotten all your promises or remembered that you never meant a word you said.

In addition to the sales commissions on internet advertising, you promised Melinda a partnership in both RMN News and Rubicon Aegis, and you assigned a plethora of tasks to Melinda which had nothing whatsoever to do with selling advertising.

From research laws of incorporation and forming other legal entities to driving you around as a chauffeur to setting up conferences and making police reports on your behalf, Melinda essentially operated as your “girl Friday” or Ombudsman, Major Domo, and Business Manager.

You have recently spoke of Melinda as though she were a mere tenant, you have threatened her with eviction, hired household guards and done other things to harass Melinda, and it appears that you may be publishing libel and slander against her around the town of Ashtabula.

I am certain that a person of your experience and worldly sophistication is aware that oral promises and oral agreements are binding, especially (a) when the promisee acts in detrimental reliance upon your promises and (b) especially when you have initiated part performance, though not full.

You induced Melinda to leave her home in Cedar Slope, California, and cross three time zones to work with you in Ohio. You made to her the most generous but reasonable promises of a normal living wage and salary, to be supplemented with reasonable benefits and commission sales.

You have treated Melinda as a servant, but in doing so you have both used and enjoyed the benefits of her services, which she has loyally and willingly provided to you for two years, until now when you have made it difficult if not impossible for her even to earn her commissions on advertising and sales.

Melinda came to you in good faith. Melinda now sees, from the history she has learned, that you have a habit of doing this sort of thing to people, and Melinda has the names and addresses of the people in your past whom you have inveigled in much the same manner as you inveigled her.

If you, Ms. Allan, or Ms. Smith, or whatever your name really is, require Melinda to file suit, I myself will be compelled to cross the same three time zones and to retain local counsel in Ohio. I can tell you that the actual costs, expenses, outlays, and attorneys’ fees in even a simple suit will exceed $15,000.00 the moment I have to make this trip, set these arrangements, and file suit in a state which is frankly foreign to me.

In light of the voluminous evidence which Melinda has provided me, however, I cannot guarantee that this litigation to redress the wrongs and injuries she has suffered will end up being all that simple, in the end.

If you have liquid assets, Melinda Pillsbury-Foster hereby demands that you pay her not one penny less than the $120,000.00 minimum you originally guaranteed her. As should be obvious from this letter, this amount does not include any partnership interests or permanent executive position, which you promised her.

If you are willing to settle at the present time, without forcing us to file suit, Melinda will not insist on compensation her time plus efforts, her extra hours and overtime, or demand compensation for the intense emotional distress you have caused her by your extreme and outrageous behavior, which is frankly unacceptable in any civilized society, especially as regards to your treatment of Melinda’s son Arthur.

If you have no liquid assets, which Melinda suspects you do not, having observed your lifestyle and extravagant, wasteful spending habits, Melinda demands that you fully convey, not later than October 12, 2013, a 51% interest controlling in Rumor Mill News and Rubicon Aegis, after making a full disclosure of all of these entities’ history, liabilities, assets, long-term and short term obligations, and management history.

If your force us to file suit, we will demand, and acquire, full ownership of Rumor Mill News and Rubicon Aegis, and you will be left with nothing.

So today I am giving you options: if you have cash, you may pay a minimal but decent amount of cash so that Melinda and her son can pick up where they left off and return to California.

This minimal amount is $120,000.00, and Melinda will release all other, further, and additional liability you owe for your promises, misrepresentations, and inducements to her now and forever, except of course for damages resulting from libel or slander.

I must address one final point: your treatment of Arthur Foster, while tortious and possibly a violation of both state and federal criminal statutes prohibiting mistreatment of disabled persons, has crossed the line into the realm of truly irreparable injury and must stop. You have been harassing, ridiculing, and tormenting Arthur. As a consequence you have reactivated suicidal ideations in his mind, and you know his history well. Please be advised that you must stop tormenting Arthur and that Melinda, and I, intend to hold you very strictly liable for any injury that should befall Arthur as the direct or indirect result of your conduct. You have been forewarned.

You brought two people to Ashtabula on the promise of taking care of them. This was not mere charity on your part, one of those people agreed to perform, and did in fact perform, valuable services for you. Melinda in fact completely performed her side of the agreement---to the extent you allowed her to do so. You only performed a small part of your side of the agreement, and your cruel treatment of Arthur and cavalier behavior towards Melinda more than cancels out the value of any minor benefits you may have provided this mother and son pair, who came to you in a spirit of friendship and cooperative, positive reliance on your promises.

In the alternative, you may accept Melinda as your control shareholder/partner and fiduciary, and instead of owing Melinda fiduciary duties of loyalty and accounting, such as you currently do owe and have utterly disregarded, Melinda will owe them to you.

At trial, you will lose all your rights. Although I am more than willing to review every statement you or anyone else might offer to justify or explain your behavior, I do not think you can win, under these circumstances. You would do very well to settle, and Melinda has offered you very modest terms.

In my opinion, Melinda’s proposal is eminently reasonable and fair, just and equitable to you, and therefore in every sense legally appropriate.

For you to force litigation, I think, would be for you effectively to surrender all your rights over the business, which you invited Melinda to help you build. So, for your own sake, I would urge you to be reasonable.

In the short run, the best suggestion I can offer is that you be very careful what you do and say to Arthur or anyone else. Every negative thing you say and do can and will be used against you. That is not a threat. It is merely the reality of the environment and situation you have created.

Naturally, I will anxiously await your positive response to this letter.

Yours very truly,

Dara Leigh Bloom, Esq., for
Vindicatio-Homeowners Justice


copy: Melinda Pillsbury-Foster

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