Exhibit
7 – First Response and Offer of Settlement
Dara Leigh Bloom, Attorney-at-LawVindicatio Consultants-Homeowners’ Justice Group
1748 Prytania, New Orleans, Louisiana 70130
Telephone: XXX-800-8978/XXX408-5492
E-mail: dlb2670@XXXXXX.XXXX
September 10, 2013
Tuesday
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,
By:___________________________
Dara Leigh Bloom, Esq., for
Vindicatio-Homeowners Justice
dbl:cel
copy: Melinda Pillsbury-Foster
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