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Filing # 199038302 E-Filed 05/23/2024 11:23:45 AM
IN THE CIRCUIT COURT OF THE FIRST JUDICIAL CIRCUIT OF FLORIDA
IN AND FOR WALTON COUNTY, FLORIDA
SOUTH WALTON ACADEMY, INC.,
A Florida not for profit corporation,
Plaintiff,
Vv. CASE NO.:
MATTHEW WEINBERG,
Defendant.
/
COMPLAINT FOR INJUNCTIVE RELIEF
Plaintiff, SOUTH WALTON ACADEMY, INC. (“SWA”), by and through its undersigned
counsel, sues Defendant, MATTHEW WEINBERG (“Weinberg”), and states as follows:
1 This is an action for injunctive relief brought pursuant to Fla. Stat. §542.335(j).
2 Venue is proper in Walton County, Florida, pursuant to Fla. Stat. §47.011 as both
the cause of action accrued there and the Defendant resides in Walton County, Florida.
3 SWA is a Florida not for profit corporation that is a private school and pediatric
therapy center located at 305 Mack Bayou Road, Santa Rosa Beach, Walton County, Florida
32459,
4 Weinberg is a resident of Walton County, Florida and a former teacher at SWA.
5 On or about June 1, 2023, Defendant Weinberg entered into an Employee
Agreement with SWA wherein SWA employed Weinberg as a teacher at SWA. A copy of the
Employee Agreement is attached hereto and made a part hereof as Exhibit “A”.
6 The term of the Employee Agreement was from July 31, 2023 to May 31, 2024.
The Employee Agreement could be canceled by either party upon three weeks (21) days’ notice to
the other party in writing. See Exhibit “A” at page 1.
Electronically Filed Walton Case # 24000247CAAXMX 05/23/2024 10:23:45 AM.
7 The Employee Agreement contained a non-compete provision that provides in
relevant part that:
Non-compete: Provider [Weinberg] agrees that, during the term of relationship
he/she will not engage in competing business with the Company’s [SWA’s] clients
that can in any way be deemed a competitor of the Company [SWA] during the
length of this agreement and for a period of 90 days after termination of
employment.
Specifically, Provider [Weinberg] may not, directly or indirectly, own, lease,
control, operate, participate in, manage, provide services for, consult with, advise,
or permit his/her name to be used by any business that competes with the Company
[SWA] in any way, unless approved in writing.
See Exhibit “A” at page 3.
8 On March 8, 2024, Weinberg stated in a text thread to other SWA employees that
he was prepared to resign immediately. On March 9 and 10, 2024, Weinberg reached out to parents
and guardians of SWA students to let them know that he had resigned his employment with SWA.
9 Weinberg is in violation of the non-compete provision of his Employee Agreement
by owning a school that competes with SWA for students and he is actively soliciting SWA students
and their families to leave SWA and attend the school in which he is affiliated.
10. Weinberg’s solicitation of students at SWA include, but are not limited to, the
following conduct:
a. On March 15, 2024, at the beginning of SWA’s spring break, Weinberg wrote on
the whiteboard in his former classroom a message to his former students that said “Hopefully we
meet again! 4405 Common Drive E Destin STEM School Coming Soon!” On another whiteboard,
Weinberg wrote “Destin STEM School Coming Soon!” Images of Weinberg writing the messages
are attached hereto and made a part hereof as Composite Exhibit “B”’.
b On March 24, 2024, Weinberg messaged a student at the school, with the following
message:
I will also let you know that Ms. Ashley is leaving, that is completely unrelated, but
she is leaving. I’m not sure how long the school honestly has left due to its financial
situation. I will be in Destin and have a school, so just contact me if you feel like
you don’t know where to go.
A copy of the message (redacted to protect the identity of the student) is attached hereto and made
a part hereofas Exhibit “C”.
¢. On May 18, 2024, Weinberg sent an e-mail to the parent of a SWA student soliciting
the student and parent to come to an open house at his new school on May 23, 2024, and to discuss
the new school. In the e-mail, Weinberg specifically states that “I wanted to inform you about an
opportunity at a new school in Destin that my brother and I own. The school is located at 4405
Common Drive E, Destin, FL 32541.” A copy of the May 18, 2024 e-mail (redacted to protect the
identity of the student) is attached hereto and made a part hereof as Exhibit “D”’.
d On May 19, 2024, Weinberg sent an e-mail to the parent of two SWA students again
notifying the parent of The Barrett School “a new institution my brother and I have established in
Destin.” During the e-mail exchange with the parent, Weinberg states that “therapists walked out
at SWA, which I thought might be of interest.” A copy of the May 19, 2024 e-mail chain (redacted
to protect the identity of the students is attached hereto and made a part hereof as Exhibit “E”.
ll. On information and belief, Weinberg is also soliciting SWA’s employees to come
work at his new school.
12. Pursuant to Fla. Stat. §542.335(1)(j) a court shall enforce a restrictive covenant by
any appropriate and effective remedy including temporary and permanent injunctions.
13. The non-compete provision is reasonably necessary to protect the legitimate
business interests of SWA, its substantial relationships with existing students and teachers, as
Weinberg met numerous students, their families, and fellow teachers through his employment at
SWA that he now solicits to have enroll or work at The Barrett School that is owned by Weinberg
and his brother.
14. SWA will be irreparably harmed if Weinberg is permitted to continue to violate the
enforceable restrictive covenant that he agreed to in his Employee Agreement by directly
competing with SWA during the term of the restrictive covenant and such harm will continue as
long as such violation is ongoing.
15. SWA has no adequate remedy at law for Weinberg’s violation of the restrictive
covenant in the Employee Agreement as it is inherently difficult to determine what damage is
caused by an employee’s breach of a restrictive covenant.
16. As Weinberg is a party to the Employee Agreement containing the non-compete
covenant, has stated in writings with SWA’s students and their families that he owns a new school,
The Barrett School, and there are numerous writings evidencing Weinberg’s solicitation of
students, there is a substantial likelihood of success on the merits in this claim.
17. A temporary injunction in the instant action would service public interest as
enforcing a restrictive covenant demonstrates that courts will uphold agreements reached between
parties.
18. Pursuant to Fla. Stat. §542.335(1)(k), a court may award attorney’s fees and costs
to the prevailing party in any action seeking to enforce a restrictive covenant.
19. SWA has been required to retain the law firm of Dunlap & Shipman, P.A., with
respect to this enforcement action and is obligated to pay for its services rendered in pursuing this
enforcement action.
WHEREFORE, Plaintiff, SOUTH WALTON ACADEMY, INC., respectfully requests that
this Court grant injunctive relief to enjoin Defendant, MARK WEINBERG, from competing
against SWA by soliciting its students and teachers to attend or work at The Barrett School for the
remainder of the term of the restrictive covenant contained in the Employee Agreement, awarding
SWA its reasonable attorney’s fees and costs incurred in this action, and granting any and all other
relief the Court deems proper and just.
DUNLAP & SHIPMAN, P.A.
/s/ Michael J. Henry
Michael J. Henry (FBN 0069044)
2063 S. County Hwy. 395
Santa Rosa Beach, FL 32459
Telephone: (850) 231-335
Facsimile: (850) 231-5816
Primary: michael@dunlapshipman.com
Secondary: carrie@dunlapshipman.com
Attorneys for Plaintiff
South Walton Academy, Inc.
Exhibit "A"
eee
Employee Agreement
6/1/2023
This Agreement dated is made by and between South Walton
Academy, inc, whose address is 305 Mack Bayou Road Santa Rosa Beach, FL , 32459 hereinafter referred
to as "Company", AND Matthew Weinberg
whose address is 3604 Preserve lane, Miramar beach Fl 32250. hereinafter referred
to as "Provider" and/or “Teacher”
The Company hereby employs this employee as both a provider and a teacher with the term “Provider”
and “Teacher” to be interchangeable throughout this document.
Teacher, hereinafter referred to as “Provider”/“Teacher”, to perform the services for the Company in
accordance with the terms and conditions set forth in this Agreement: The Provider will: a. Perform all
services in compliance with any standard, ruling or regulation of any governmental agency responsible
for administering, regulating or accrediting the Provider, and to conform ail applicable Company policies,
including personnel qualifications established and maintained to comply both with Medicaid and state
laws and regulations as well as the Florida Department of Education, b. Provide services in strict
accordance with approved standards of the Florida Department of Education and to all designated
Provider students, regardless of race, color, creed, sex, national origin, economic or social status or
handicap, c. Provide Company with a written record of services provided in a timely manner, d.
Participate in the development, assessment, evaluation and modification of Academic Plans, e. Maintain
adequate record of all services provided, f, Participate with Company personnel by communication as
reasonably required to ensure acceptable quality and timeliness of student care, as provided by
Provider/Teacher.
Term & Renewal of Agreement.
July 31, 2023 May 31, 2024
This Agreement will begin and will end . Renewal of the Agreement will be
by mutual consent of the Company and the Provider and may continue indefinitely. Either party may
cancel this Agreement on three weeks (21) days’ notice to the other party in writing, by certified mail or
personal delivery, and in accordance with Amendment of Agreement referenced on page 6 of this
Agreement.
COMPENSATION & BENEFITS
Payment of Services. In accordance with the following terms and conditions of this Agreement, and
throughout the Teacher’s period of employment, compensation for his/her services will be as follows:
South Walton Academy
Employee initial
305 Mack Bayou Rd.
Santa Rosa Beach, FL 32459
¢ Employer Initial
(850) 213-4595
southwaltonacademy@gmail.com
FEIN # 37-1802451, Poge 1
soap eee eas Cie
Teacher will receive$. 35,000.00 per beginning
_Yoa" July 31,223,,
ith evaluations and/or salary
rate increases or decreases as deemed appropriate and said amount to be determined by the Company.
Additional incentives and bonuses to be awarded per billable hours for RBT services in the amount of
s$ 15.00 per hour when approved in writing and applicable. Additional hours for special events including
extended care, drop-in school, etc will be given in the amount of $ 15.00 per hour when approved in
writing and applicable.
Paychecks will be issued on a Bi-Weekly (every other week) basis over the course of 10 months. Any
additional pay for overtime including but not limited to additional billable hours, tutoring and/or
extended care will be added to the following regularly scheduled pay period that must be documented
on the timecard.
Providers will be entitled to other similar benefits of providers of similar rank and position.
Special Provisions of Confidentiality
Protected Health Information In full and complete compliance with the HEALTH INSURANCE PORTABILITY
AND ACCOUNTABILITY ACT OF 1996, and its revisions, and to all other applicable Federal and State laws
of privacy, all parties to this Agreement agree: a. to not use or disclose Protected Health Information
other than as permitted or required by the Agreement or as Required by Law. b. to use appropriate
safeguards to prevent use of or disclosure of Protected Health Information other than as provided for by
this Agreement. c. to mitigate, to the extent practicable, any harmful effect that is known by any Party to
this Agreement, of a use or disclosure of Protected Health Information in violation of the requirements
of this Agreement. d. to report any use or disclosure of the Protected Health Information not provided
for by this Agreement of which it may become aware.
CONFIDENTIALITY - UNAUTHORIZED DISCLOSURE
Within or after the Employment Period, the Provider shall at no time divulge, release, contact or remove
for his/her use or that of any other individual or company any documentation, information, or
knowledge pertaining to the operation or business of the Provider or any of its subsidiaries or affiliates
obtained or made available to him/her during the course of his/her employment with the Company,
subsidiaries or affiliates. Furthermore, the Company and Provider agree as follows:
-Confidential information excludes what is public knowledge
-Teacher shall not copy or modify any Confidential Information without prior written consent of
Company
-Provider shall, upon termination of employment (whether voluntary or involuntary), immediately return
to the Company any and all written documents and/or materials of confidential nature.
CN
South Walton Academy
305 Mack Bayou Rd.
We Employee Initial Santa Rosa Beach, FL 32459 Employer Initial
(850) 213-4595
southwaltonacademy@gmail.com
FEIN # 37-1802451, Page 2
ee east.
The Provider and the Company agree that any information received or given by any party to this
Agreement during any furtherance of obligations in accordance with this Agreement, which
concerns the personal, financial or other affairs of the Provider or Company will be treated in full
confidence and will not be revealed to any other persons, firms or organizations.
b. Non-compete: Provider agrees that, during the term of relationship he/she will not engage in
competing business with the Company’s clients that can in any way be deemed a competitor of the
Company during the length of this agreement and for a period of 90 days after termination of
employment.
Specifically, Provider may not, directly or indirectly, own, lease, control, operate, participate in, manage,
provide services for, consult with, advise, or permit his/her name to be used by any business that
competes with the Company in any way, unless approved in writing.
Maintain confidentiality and security of personal health information on children and their families
according to Department of Health Information Security Policies
(www.9myflorida.com/irm/policies/InfoSecurity) and Health Insurance Portability and Accountability Act
(HIPAA) Guidelines.
Unauthorized Disclosure
Should the Provider, during or after termination of employment, disclose or threaten to disclose any
information of a confidential nature, the Provider shall be deemed in violation of this Agreement, and
the Company at that time shall be entitled to obtain an injunction to restrain the Provider from
disclosing or further disclosing, in whole or in part, Confidential Information. The Company shall also be
entitled to pursue other legal remedies, as may be deemed appropriate, for any loss and/or damages
incurred as a result of any unauthorized disclosure made by the Provider during or after termination of
employment. This includes but is not limited to contacting families, donors, etc. by using confidential
contact information.
PERFORMANCE OF DUTIES
Matthew Weinberg
the Provider/Teacher, hereby agree that throughout his/her period of
employment s/he shall devote his/her full attention and time, during working hours, to the performance
of his/her duties and business affairs of the Company, in addition to performing said duties faithfully and
efficiently as directed by the Executive Director or Supervisor of the Company. It is not the intention of
the Company to assign duties and responsibilities which are not typically within the scope and
characteristic associated with this position, or of which may not be required of other Providers of similar
rank and position. However, the Company reserves the right to increase and/or revise the Provider’s role
CN
South Walton Academy
Wr Employee Initial
305 Mack Bayou Rd.
Santa Rosa Beach, FL 32459 Employer Initial
(850) 213-4595
southwaltonacademy@gmail.com
FEIN # 37-1802451, Page 3
ee east.
and responsibilities, whether through reorganization of his/her position or promotion. Any change in the
Provider’s pay scale, due to the change of responsibilities and/or promotion will be at the sole discretion
of the Company.
1. The SCHOOL employs the Teacher for a 10 month period, with the school year beginning in August
and ending in May per the official school calendar.
The Teacher agrees to serve the SCHOOL for the number of days in South Walton Academy’s official
company calendar from August to May and to perform other duties assigned by the administrator or
director; work cooperatively with the staff, faculty, administration, and families of the SCHOOL.
Staff/Teacher/Provider hours are between 7:30 am and 5:30 pm, with standard hours being 7:30 to 3:30
or 8:00-4:00 unless otherwise previously approved and discussed. During these hours, Teacher will
provide duties discussed below. Under Florida Labor Laws, employees are allowed a 30 minute lunch
break and a 15 minute short break but this is only applicable to the employees who work an 8 hour shift.
Teachers/Providers who work under 8 hours will be allowed a 15 minute break once a day only to be
taken after the Provider has worked for a minimum of 2 or more hours. The Teacher agrees to devote a
reasonable amount of out-of-class time to curriculum-development support, to sponsoring student
activities, and to other duties as assigned by the administrator, including but not limited to a one time a
week planning period whether before or after school with the other teachers.
2 It is further mutually agreed that the SCHOOL shall offer the Teacher a new contract of employment
for the ensuing year on or before the end of this contract, unless the SCHOOL gives the Teacher written
notice of its intention re-new or not to re-employ the Teacher on or before the end of this contract.
3. The Teacher may be suspended or discharged for good cause as shall be determined in the exclusive
discretion of the President and/or the Directors. It is specifically understood that good cause for
discharge shall include but not be limited to: excessive or inappropriate cell phone use, inadequacy of
teaching, misconduct, neglect of duty, physical or mental incapacity, actions involving moral turpitude,
violation of the terms of this agreement or South Walton Academy policy or conduct tending to reflect
discredit upon the school or tending to impair the Teacher’s usefulness in this capacity as a
Teacher/Provider, dishonesty, tampering with school property, excessive absences, and/or consistent
tardiness.
4. The SCHOOL employs the Teacher/Provider as an employee of the SCHOOL with pay in accordance
with COMPENSATION & BENEFITS
5 It is agreed that the conditions of this contract shall only be changed by mutual written agreement
of the Teacher and the SCHOOL. This is the sole agreement between the parties and no other
representations, be they oral or written, are binding between the parties.
6. All Providers are on a Probationary Period for the first 90 days from the original date of this contract
but still contingent with the “at will employment” and a Provider can still be let go at any time during the
probationary period or after completing it.
During the probationary period any paid training including but not limited to teacher work days, CPR,
etc. is contingent upon the employee remaining employed after the probationary period, if the
Ch
South Walton Academy
Wr Employee Initial
305 Mack Bayou Rd.
Santa Rosa Beach, FL 32459 Employer Initial
(850) 213-4595
southwaltonacademy@gmail.com
FEIN # 37-1802451, Page 4
soap eee eas Cie
employee is not retained for the full duration of the probationary period, all training pay will be
deducted from the final paycheck. Each 90 day probationary period begins at the start of this contract.
7. The Teacher is required to give a minimum of a three weeks’ notice should the Teacher decide to no
longer retain employment through South Walton Academy. Should the Teacher be absent, quit or be
dismissed from the SCHOOL one week or less than one week prior to, during, or after a holiday, the
Teacher will not be paid or will owe back holiday pay. Paid Time OFF is accrued at 2.4 hours per month
for a total of 24 hours per 10 month contract, if you leave or are dismissed before the end of this
contract, you lose the PTO hours. Hours can be used in advance but will be taken back/owed back if not
earned before permanent departure and will be taken from final paycheck. Should you not fulfill your
requirements of this contract you will be liable for the return of holiday/PTO benefit pay.
8. The Teacher/Provider must refer to and follow the guidelines in the Employee Handbook - see
attached.
Florida law shall govern this agreement in its performance and interpretation.
REMEDIES
Should the Provider, at any time, violate any of the covenants or agreements set forth in
“CONFIDENTIALITY - UNAUTHORIZED DISCLOSURE” the Company reserves the right to immediately
terminate the employment of the Provider, and terminate all its obligations to make any further
payments under this Agreement. The Provider acknowledges that the Company could incur permanent
and irreversible damage and injury through a violation of the provisions within “CONFIDENTIALITY -
UNAUTHORIZED DISCLOSURE”, and as such agrees that the Company shall be entitled to any legal
remedy or injunction, as may be deemed appropriate by Company or Court of Law, from any actual or
threatened breach of this Agreement.
AMENDMENT OF AGREEMENT
Any Amendment of this Agreement must be mutually agreed upon in writing by both parties (the
Company and Provider). Furthermore, any amendment must also contain a start date for the
amendment to the original Employment contract.
TERMINATION OF AGREEMENT
The Employment Period shall be terminated at the time when any of the following may occur:
-Date of “at-will” termination by either Provider or Company;
-Cause shall include, but is not limited to Provider’s gross misconduct, material damage to the Company,
Provider’s willful breach of this Agreement or the Provider’s death.
NOTICES
Any notice required or allowable, made in accordance with this Agreement must be made in writing and
sent by registered mail to the Provider at his/her home address or to the Company at its principal
address. All notices required or permitted to be given hereunder shall be in writing and shall be valid
Ch
South Walton Academy
Wr Employee Initial
305 Mack Bayou Rd.
Santa Rosa Beach, FL 32459 Employer Initial
(850) 213-4595
southwaltonacademy@gmail.com
FEIN # 37-1802451, Page 5
ee east.
and sufficient only if dispatched by certified or registered mail, postage prepaid, confirmed facsimile
transmission or personal delivery, addressed to the party to be notified at its address first above written,
such notice shall be deemed to have been given ten (10) days after dispatch of the same.
The SCHOOL reserves the right to record all actions on property.
-Final Pay will be a hard check via certified mail within 2 weeks of the Provider’s last day.
-A $50.00 deduction from the final pay will be taken if all property keys/fobs have not been returned.
NON-ASSIGNMENT
Any interests pertaining to the Provider under the Agreement are not subject to any claims or his/her
creditors and may not be voluntarily or involuntarily assigned, alienated, or encumbered.
OWNERSHIP OF INTELLECTUAL PROPERTY
Throughout the Provider’s term of employment with the Company, whether during the fulfillment of
his/her normal duties and responsibilities or others which may be specifically assigned to the Provider,
either on his/her own or in connection with another individual, the Provider develops or creates such
intellectual property, including but not limited to any work where a copyright exist or may exist, the
Provider shall immediately notify the Company. In addition, the Provider acknowledges and agrees that
any and all such intellectual property, copyright and other intellectual property rights shall be deemed
the ownership of the Company. The Provider waives unconditionally and irrevocably any and all moral or
such rights of a similar nature with respect to any work where a copyright exists.
Any item donated to South Walton Academy becomes property of the school and not always to the staff
member and/or classroom the item was donated to unless otherwise noted by the donor.
SEVERABILITY
Should any provision contained within this Agreement be deemed invalid or unenforceable in part or in
whole such invalidity or unenforceability will attach only to that particular provision or part of this
Agreement while the remaining aspects of said provision and all other provisions of this Agreement shall
remain in full force and effect.
APPLICABLE LAW
The provisions of the Agreement shall be interpreted in accordance with the current laws of the state of
Florida.
CN
South Walton Academy
Wr Employee Initial
305 Mack Bayou Rd.
Santa Rosa Beach, FL 32459 Employer Initial
(850) 213-4595
southwaltonacademy@gmail.com
FEIN # 37-1802451, Page 6
ee east.
COUNSELING OR TO RESOLVE DISPUTE
You may Contact:
Name: Calley Middlebrooks
Position or Title: President
Address: 305 Mack Bayou Road
City, State, ZIP: Santa Rosa Beach, FL 32459
Telephone: 850.213.4595
Internet Mail Address: cmiddlebrooks@southwaltonacademy.com
Name: Jennifer Filippone
Position or Title: Director | Administrator
Address: 305 Mack Bayou Road
City, State, ZIP: Santa Rosa Beach, FL 32459
Telephone: 850.213.4595
Internet Mail Address: jfilippone@southwaltonacademy.com
ENTIRE AGREEMENT
This Agreement is the final, complete, and exclusive agreement between Company and Provider with
respect to the subject matter hereof.
FORCE MAJEURE
Neither party shall be responsible for any failure to perform its obligations hereunder due to any cause
or event beyond such party's reasonable control.
COPY OF AGREEMENT
The Provider acknowledges receipt of a copy of this Agreement signed by both the Provider and
Company. In addition to this agreement the teacher acknowledges receipt of a copy of the company
policy and procedures handbook and agrees to comply with the policy and procedures.
IN WITNESS WHEREOF, the parties have executed or have caused this Agreement to be executed by
their duly authorized representatives, as of the day and year first above written.
TEACHER/PROVIDER Company: South Walton Academy, Inc.
Matthew Weinberg Calley Middlebrooks, President
Print First and Last Name Title Print First and Last Name Title
6/1/2023 Colley Wedl ly LY
6/3/2023
SIGNATURE Date SIGNATURE Date
South Walton Academy
305 Mack Bayou Rd.
Santa Rosa Beach, FL 32459
(850) 213-4595
southwaltonacademy@gmail.com
FEIN # 37-1802451, Page 7
soap eee eas ie
South Walton Academy
305 Mack Bayou Rd.
Employee Initial Santa Rosa Beach, FL 32459 Employer Initial
(850) 213-4595
southwaltonacademy@gmail.com
FEIN # 37-1802451, Page &
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Preview
Filing # 199038302 E-Filed 05/23/2024 11:23:45 AM IN THE CIRCUIT COURT OF THE FIRST JUDICIAL CIRCUIT OF FLORIDA IN AND FOR WALTON COUNTY, FLORIDA SOUTH WALTON ACADEMY, INC., A Florida not for profit corporation, Plaintiff, Vv. CASE NO.: MATTHEW WEINBERG, Defendant. / COMPLAINT FOR INJUNCTIVE RELIEF Plaintiff, SOUTH WALTON ACADEMY, INC. (“SWA”), by and through its undersigned counsel, sues Defendant, MATTHEW WEINBERG (“Weinberg”), and states as follows: 1 This is an action for injunctive relief brought pursuant to Fla. Stat. §542.335(j). 2 Venue is proper in Walton County, Florida, pursuant to Fla. Stat. §47.011 as both the cause of action accrued there and the Defendant resides in Walton County, Florida. 3 SWA is a Florida not for profit corporation that is a private school and pediatric therapy center located at 305 Mack Bayou Road, Santa Rosa Beach, Walton County, Florida 32459, 4 Weinberg is a resident of Walton County, Florida and a former teacher at SWA. 5 On or about June 1, 2023, Defendant Weinberg entered into an Employee Agreement with SWA wherein SWA employed Weinberg as a teacher at SWA. A copy of the Employee Agreement is attached hereto and made a part hereof as Exhibit “A”. 6 The term of the Employee Agreement was from July 31, 2023 to May 31, 2024. The Employee Agreement could be canceled by either party upon three weeks (21) days’ notice to the other party in writing. See Exhibit “A” at page 1. Electronically Filed Walton Case # 24000247CAAXMX 05/23/2024 10:23:45 AM. 7 The Employee Agreement contained a non-compete provision that provides in relevant part that: Non-compete: Provider [Weinberg] agrees that, during the term of relationship he/she will not engage in competing business with the Company’s [SWA’s] clients that can in any way be deemed a competitor of the Company [SWA] during the length of this agreement and for a period of 90 days after termination of employment. Specifically, Provider [Weinberg] may not, directly or indirectly, own, lease, control, operate, participate in, manage, provide services for, consult with, advise, or permit his/her name to be used by any business that competes with the Company [SWA] in any way, unless approved in writing. See Exhibit “A” at page 3. 8 On March 8, 2024, Weinberg stated in a text thread to other SWA employees that he was prepared to resign immediately. On March 9 and 10, 2024, Weinberg reached out to parents and guardians of SWA students to let them know that he had resigned his employment with SWA. 9 Weinberg is in violation of the non-compete provision of his Employee Agreement by owning a school that competes with SWA for students and he is actively soliciting SWA students and their families to leave SWA and attend the school in which he is affiliated. 10. Weinberg’s solicitation of students at SWA include, but are not limited to, the following conduct: a. On March 15, 2024, at the beginning of SWA’s spring break, Weinberg wrote on the whiteboard in his former classroom a message to his former students that said “Hopefully we meet again! 4405 Common Drive E Destin STEM School Coming Soon!” On another whiteboard, Weinberg wrote “Destin STEM School Coming Soon!” Images of Weinberg writing the messages are attached hereto and made a part hereof as Composite Exhibit “B”’. b On March 24, 2024, Weinberg messaged a student at the school, with the following message: I will also let you know that Ms. Ashley is leaving, that is completely unrelated, but she is leaving. I’m not sure how long the school honestly has left due to its financial situation. I will be in Destin and have a school, so just contact me if you feel like you don’t know where to go. A copy of the message (redacted to protect the identity of the student) is attached hereto and made a part hereofas Exhibit “C”. ¢. On May 18, 2024, Weinberg sent an e-mail to the parent of a SWA student soliciting the student and parent to come to an open house at his new school on May 23, 2024, and to discuss the new school. In the e-mail, Weinberg specifically states that “I wanted to inform you about an opportunity at a new school in Destin that my brother and I own. The school is located at 4405 Common Drive E, Destin, FL 32541.” A copy of the May 18, 2024 e-mail (redacted to protect the identity of the student) is attached hereto and made a part hereof as Exhibit “D”’. d On May 19, 2024, Weinberg sent an e-mail to the parent of two SWA students again notifying the parent of The Barrett School “a new institution my brother and I have established in Destin.” During the e-mail exchange with the parent, Weinberg states that “therapists walked out at SWA, which I thought might be of interest.” A copy of the May 19, 2024 e-mail chain (redacted to protect the identity of the students is attached hereto and made a part hereof as Exhibit “E”. ll. On information and belief, Weinberg is also soliciting SWA’s employees to come work at his new school. 12. Pursuant to Fla. Stat. §542.335(1)(j) a court shall enforce a restrictive covenant by any appropriate and effective remedy including temporary and permanent injunctions. 13. The non-compete provision is reasonably necessary to protect the legitimate business interests of SWA, its substantial relationships with existing students and teachers, as Weinberg met numerous students, their families, and fellow teachers through his employment at SWA that he now solicits to have enroll or work at The Barrett School that is owned by Weinberg and his brother. 14. SWA will be irreparably harmed if Weinberg is permitted to continue to violate the enforceable restrictive covenant that he agreed to in his Employee Agreement by directly competing with SWA during the term of the restrictive covenant and such harm will continue as long as such violation is ongoing. 15. SWA has no adequate remedy at law for Weinberg’s violation of the restrictive covenant in the Employee Agreement as it is inherently difficult to determine what damage is caused by an employee’s breach of a restrictive covenant. 16. As Weinberg is a party to the Employee Agreement containing the non-compete covenant, has stated in writings with SWA’s students and their families that he owns a new school, The Barrett School, and there are numerous writings evidencing Weinberg’s solicitation of students, there is a substantial likelihood of success on the merits in this claim. 17. A temporary injunction in the instant action would service public interest as enforcing a restrictive covenant demonstrates that courts will uphold agreements reached between parties. 18. Pursuant to Fla. Stat. §542.335(1)(k), a court may award attorney’s fees and costs to the prevailing party in any action seeking to enforce a restrictive covenant. 19. SWA has been required to retain the law firm of Dunlap & Shipman, P.A., with respect to this enforcement action and is obligated to pay for its services rendered in pursuing this enforcement action. WHEREFORE, Plaintiff, SOUTH WALTON ACADEMY, INC., respectfully requests that this Court grant injunctive relief to enjoin Defendant, MARK WEINBERG, from competing against SWA by soliciting its students and teachers to attend or work at The Barrett School for the remainder of the term of the restrictive covenant contained in the Employee Agreement, awarding SWA its reasonable attorney’s fees and costs incurred in this action, and granting any and all other relief the Court deems proper and just. DUNLAP & SHIPMAN, P.A. /s/ Michael J. Henry Michael J. Henry (FBN 0069044) 2063 S. County Hwy. 395 Santa Rosa Beach, FL 32459 Telephone: (850) 231-335 Facsimile: (850) 231-5816 Primary: michael@dunlapshipman.com Secondary: carrie@dunlapshipman.com Attorneys for Plaintiff South Walton Academy, Inc. Exhibit "A" eee Employee Agreement 6/1/2023 This Agreement dated is made by and between South Walton Academy, inc, whose address is 305 Mack Bayou Road Santa Rosa Beach, FL , 32459 hereinafter referred to as "Company", AND Matthew Weinberg whose address is 3604 Preserve lane, Miramar beach Fl 32250. hereinafter referred to as "Provider" and/or “Teacher” The Company hereby employs this employee as both a provider and a teacher with the term “Provider” and “Teacher” to be interchangeable throughout this document. Teacher, hereinafter referred to as “Provider”/“Teacher”, to perform the services for the Company in accordance with the terms and conditions set forth in this Agreement: The Provider will: a. Perform all services in compliance with any standard, ruling or regulation of any governmental agency responsible for administering, regulating or accrediting the Provider, and to conform ail applicable Company policies, including personnel qualifications established and maintained to comply both with Medicaid and state laws and regulations as well as the Florida Department of Education, b. Provide services in strict accordance with approved standards of the Florida Department of Education and to all designated Provider students, regardless of race, color, creed, sex, national origin, economic or social status or handicap, c. Provide Company with a written record of services provided in a timely manner, d. Participate in the development, assessment, evaluation and modification of Academic Plans, e. Maintain adequate record of all services provided, f, Participate with Company personnel by communication as reasonably required to ensure acceptable quality and timeliness of student care, as provided by Provider/Teacher. Term & Renewal of Agreement. July 31, 2023 May 31, 2024 This Agreement will begin and will end . Renewal of the Agreement will be by mutual consent of the Company and the Provider and may continue indefinitely. Either party may cancel this Agreement on three weeks (21) days’ notice to the other party in writing, by certified mail or personal delivery, and in accordance with Amendment of Agreement referenced on page 6 of this Agreement. COMPENSATION & BENEFITS Payment of Services. In accordance with the following terms and conditions of this Agreement, and throughout the Teacher’s period of employment, compensation for his/her services will be as follows: South Walton Academy Employee initial 305 Mack Bayou Rd. Santa Rosa Beach, FL 32459 ¢ Employer Initial (850) 213-4595 southwaltonacademy@gmail.com FEIN # 37-1802451, Poge 1 soap eee eas Cie Teacher will receive$. 35,000.00 per beginning _Yoa" July 31,223,, ith evaluations and/or salary rate increases or decreases as deemed appropriate and said amount to be determined by the Company. Additional incentives and bonuses to be awarded per billable hours for RBT services in the amount of s$ 15.00 per hour when approved in writing and applicable. Additional hours for special events including extended care, drop-in school, etc will be given in the amount of $ 15.00 per hour when approved in writing and applicable. Paychecks will be issued on a Bi-Weekly (every other week) basis over the course of 10 months. Any additional pay for overtime including but not limited to additional billable hours, tutoring and/or extended care will be added to the following regularly scheduled pay period that must be documented on the timecard. Providers will be entitled to other similar benefits of providers of similar rank and position. Special Provisions of Confidentiality Protected Health Information In full and complete compliance with the HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996, and its revisions, and to all other applicable Federal and State laws of privacy, all parties to this Agreement agree: a. to not use or disclose Protected Health Information other than as permitted or required by the Agreement or as Required by Law. b. to use appropriate safeguards to prevent use of or disclosure of Protected Health Information other than as provided for by this Agreement. c. to mitigate, to the extent practicable, any harmful effect that is known by any Party to this Agreement, of a use or disclosure of Protected Health Information in violation of the requirements of this Agreement. d. to report any use or disclosure of the Protected Health Information not provided for by this Agreement of which it may become aware. CONFIDENTIALITY - UNAUTHORIZED DISCLOSURE Within or after the Employment Period, the Provider shall at no time divulge, release, contact or remove for his/her use or that of any other individual or company any documentation, information, or knowledge pertaining to the operation or business of the Provider or any of its subsidiaries or affiliates obtained or made available to him/her during the course of his/her employment with the Company, subsidiaries or affiliates. Furthermore, the Company and Provider agree as follows: -Confidential information excludes what is public knowledge -Teacher shall not copy or modify any Confidential Information without prior written consent of Company -Provider shall, upon termination of employment (whether voluntary or involuntary), immediately return to the Company any and all written documents and/or materials of confidential nature. CN South Walton Academy 305 Mack Bayou Rd. We Employee Initial Santa Rosa Beach, FL 32459 Employer Initial (850) 213-4595 southwaltonacademy@gmail.com FEIN # 37-1802451, Page 2 ee east. The Provider and the Company agree that any information received or given by any party to this Agreement during any furtherance of obligations in accordance with this Agreement, which concerns the personal, financial or other affairs of the Provider or Company will be treated in full confidence and will not be revealed to any other persons, firms or organizations. b. Non-compete: Provider agrees that, during the term of relationship he/she will not engage in competing business with the Company’s clients that can in any way be deemed a competitor of the Company during the length of this agreement and for a period of 90 days after termination of employment. Specifically, Provider may not, directly or indirectly, own, lease, control, operate, participate in, manage, provide services for, consult with, advise, or permit his/her name to be used by any business that competes with the Company in any way, unless approved in writing. Maintain confidentiality and security of personal health information on children and their families according to Department of Health Information Security Policies (www.9myflorida.com/irm/policies/InfoSecurity) and Health Insurance Portability and Accountability Act (HIPAA) Guidelines. Unauthorized Disclosure Should the Provider, during or after termination of employment, disclose or threaten to disclose any information of a confidential nature, the Provider shall be deemed in violation of this Agreement, and the Company at that time shall be entitled to obtain an injunction to restrain the Provider from disclosing or further disclosing, in whole or in part, Confidential Information. The Company shall also be entitled to pursue other legal remedies, as may be deemed appropriate, for any loss and/or damages incurred as a result of any unauthorized disclosure made by the Provider during or after termination of employment. This includes but is not limited to contacting families, donors, etc. by using confidential contact information. PERFORMANCE OF DUTIES Matthew Weinberg the Provider/Teacher, hereby agree that throughout his/her period of employment s/he shall devote his/her full attention and time, during working hours, to the performance of his/her duties and business affairs of the Company, in addition to performing said duties faithfully and efficiently as directed by the Executive Director or Supervisor of the Company. It is not the intention of the Company to assign duties and responsibilities which are not typically within the scope and characteristic associated with this position, or of which may not be required of other Providers of similar rank and position. However, the Company reserves the right to increase and/or revise the Provider’s role CN South Walton Academy Wr Employee Initial 305 Mack Bayou Rd. Santa Rosa Beach, FL 32459 Employer Initial (850) 213-4595 southwaltonacademy@gmail.com FEIN # 37-1802451, Page 3 ee east. and responsibilities, whether through reorganization of his/her position or promotion. Any change in the Provider’s pay scale, due to the change of responsibilities and/or promotion will be at the sole discretion of the Company. 1. The SCHOOL employs the Teacher for a 10 month period, with the school year beginning in August and ending in May per the official school calendar. The Teacher agrees to serve the SCHOOL for the number of days in South Walton Academy’s official company calendar from August to May and to perform other duties assigned by the administrator or director; work cooperatively with the staff, faculty, administration, and families of the SCHOOL. Staff/Teacher/Provider hours are between 7:30 am and 5:30 pm, with standard hours being 7:30 to 3:30 or 8:00-4:00 unless otherwise previously approved and discussed. During these hours, Teacher will provide duties discussed below. Under Florida Labor Laws, employees are allowed a 30 minute lunch break and a 15 minute short break but this is only applicable to the employees who work an 8 hour shift. Teachers/Providers who work under 8 hours will be allowed a 15 minute break once a day only to be taken after the Provider has worked for a minimum of 2 or more hours. The Teacher agrees to devote a reasonable amount of out-of-class time to curriculum-development support, to sponsoring student activities, and to other duties as assigned by the administrator, including but not limited to a one time a week planning period whether before or after school with the other teachers. 2 It is further mutually agreed that the SCHOOL shall offer the Teacher a new contract of employment for the ensuing year on or before the end of this contract, unless the SCHOOL gives the Teacher written notice of its intention re-new or not to re-employ the Teacher on or before the end of this contract. 3. The Teacher may be suspended or discharged for good cause as shall be determined in the exclusive discretion of the President and/or the Directors. It is specifically understood that good cause for discharge shall include but not be limited to: excessive or inappropriate cell phone use, inadequacy of teaching, misconduct, neglect of duty, physical or mental incapacity, actions involving moral turpitude, violation of the terms of this agreement or South Walton Academy policy or conduct tending to reflect discredit upon the school or tending to impair the Teacher’s usefulness in this capacity as a Teacher/Provider, dishonesty, tampering with school property, excessive absences, and/or consistent tardiness. 4. The SCHOOL employs the Teacher/Provider as an employee of the SCHOOL with pay in accordance with COMPENSATION & BENEFITS 5 It is agreed that the conditions of this contract shall only be changed by mutual written agreement of the Teacher and the SCHOOL. This is the sole agreement between the parties and no other representations, be they oral or written, are binding between the parties. 6. All Providers are on a Probationary Period for the first 90 days from the original date of this contract but still contingent with the “at will employment” and a Provider can still be let go at any time during the probationary period or after completing it. During the probationary period any paid training including but not limited to teacher work days, CPR, etc. is contingent upon the employee remaining employed after the probationary period, if the Ch South Walton Academy Wr Employee Initial 305 Mack Bayou Rd. Santa Rosa Beach, FL 32459 Employer Initial (850) 213-4595 southwaltonacademy@gmail.com FEIN # 37-1802451, Page 4 soap eee eas Cie employee is not retained for the full duration of the probationary period, all training pay will be deducted from the final paycheck. Each 90 day probationary period begins at the start of this contract. 7. The Teacher is required to give a minimum of a three weeks’ notice should the Teacher decide to no longer retain employment through South Walton Academy. Should the Teacher be absent, quit or be dismissed from the SCHOOL one week or less than one week prior to, during, or after a holiday, the Teacher will not be paid or will owe back holiday pay. Paid Time OFF is accrued at 2.4 hours per month for a total of 24 hours per 10 month contract, if you leave or are dismissed before the end of this contract, you lose the PTO hours. Hours can be used in advance but will be taken back/owed back if not earned before permanent departure and will be taken from final paycheck. Should you not fulfill your requirements of this contract you will be liable for the return of holiday/PTO benefit pay. 8. The Teacher/Provider must refer to and follow the guidelines in the Employee Handbook - see attached. Florida law shall govern this agreement in its performance and interpretation. REMEDIES Should the Provider, at any time, violate any of the covenants or agreements set forth in “CONFIDENTIALITY - UNAUTHORIZED DISCLOSURE” the Company reserves the right to immediately terminate the employment of the Provider, and terminate all its obligations to make any further payments under this Agreement. The Provider acknowledges that the Company could incur permanent and irreversible damage and injury through a violation of the provisions within “CONFIDENTIALITY - UNAUTHORIZED DISCLOSURE”, and as such agrees that the Company shall be entitled to any legal remedy or injunction, as may be deemed appropriate by Company or Court of Law, from any actual or threatened breach of this Agreement. AMENDMENT OF AGREEMENT Any Amendment of this Agreement must be mutually agreed upon in writing by both parties (the Company and Provider). Furthermore, any amendment must also contain a start date for the amendment to the original Employment contract. TERMINATION OF AGREEMENT The Employment Period shall be terminated at the time when any of the following may occur: -Date of “at-will” termination by either Provider or Company; -Cause shall include, but is not limited to Provider’s gross misconduct, material damage to the Company, Provider’s willful breach of this Agreement or the Provider’s death. NOTICES Any notice required or allowable, made in accordance with this Agreement must be made in writing and sent by registered mail to the Provider at his/her home address or to the Company at its principal address. All notices required or permitted to be given hereunder shall be in writing and shall be valid Ch South Walton Academy Wr Employee Initial 305 Mack Bayou Rd. Santa Rosa Beach, FL 32459 Employer Initial (850) 213-4595 southwaltonacademy@gmail.com FEIN # 37-1802451, Page 5 ee east. and sufficient only if dispatched by certified or registered mail, postage prepaid, confirmed facsimile transmission or personal delivery, addressed to the party to be notified at its address first above written, such notice shall be deemed to have been given ten (10) days after dispatch of the same. The SCHOOL reserves the right to record all actions on property. -Final Pay will be a hard check via certified mail within 2 weeks of the Provider’s last day. -A $50.00 deduction from the final pay will be taken if all property keys/fobs have not been returned. NON-ASSIGNMENT Any interests pertaining to the Provider under the Agreement are not subject to any claims or his/her creditors and may not be voluntarily or involuntarily assigned, alienated, or encumbered. OWNERSHIP OF INTELLECTUAL PROPERTY Throughout the Provider’s term of employment with the Company, whether during the fulfillment of his/her normal duties and responsibilities or others which may be specifically assigned to the Provider, either on his/her own or in connection with another individual, the Provider develops or creates such intellectual property, including but not limited to any work where a copyright exist or may exist, the Provider shall immediately notify the Company. In addition, the Provider acknowledges and agrees that any and all such intellectual property, copyright and other intellectual property rights shall be deemed the ownership of the Company. The Provider waives unconditionally and irrevocably any and all moral or such rights of a similar nature with respect to any work where a copyright exists. Any item donated to South Walton Academy becomes property of the school and not always to the staff member and/or classroom the item was donated to unless otherwise noted by the donor. SEVERABILITY Should any provision contained within this Agreement be deemed invalid or unenforceable in part or in whole such invalidity or unenforceability will attach only to that particular provision or part of this Agreement while the remaining aspects of said provision and all other provisions of this Agreement shall remain in full force and effect. APPLICABLE LAW The provisions of the Agreement shall be interpreted in accordance with the current laws of the state of Florida. CN South Walton Academy Wr Employee Initial 305 Mack Bayou Rd. Santa Rosa Beach, FL 32459 Employer Initial (850) 213-4595 southwaltonacademy@gmail.com FEIN # 37-1802451, Page 6 ee east. COUNSELING OR TO RESOLVE DISPUTE You may Contact: Name: Calley Middlebrooks Position or Title: President Address: 305 Mack Bayou Road City, State, ZIP: Santa Rosa Beach, FL 32459 Telephone: 850.213.4595 Internet Mail Address: cmiddlebrooks@southwaltonacademy.com Name: Jennifer Filippone Position or Title: Director | Administrator Address: 305 Mack Bayou Road City, State, ZIP: Santa Rosa Beach, FL 32459 Telephone: 850.213.4595 Internet Mail Address: jfilippone@southwaltonacademy.com ENTIRE AGREEMENT This Agreement is the final, complete, and exclusive agreement between Company and Provider with respect to the subject matter hereof. FORCE MAJEURE Neither party shall be responsible for any failure to perform its obligations hereunder due to any cause or event beyond such party's reasonable control. COPY OF AGREEMENT The Provider acknowledges receipt of a copy of this Agreement signed by both the Provider and Company. In addition to this agreement the teacher acknowledges receipt of a copy of the company policy and procedures handbook and agrees to comply with the policy and procedures. IN WITNESS WHEREOF, the parties have executed or have caused this Agreement to be executed by their duly authorized representatives, as of the day and year first above written. TEACHER/PROVIDER Company: South Walton Academy, Inc. Matthew Weinberg Calley Middlebrooks, President Print First and Last Name Title Print First and Last Name Title 6/1/2023 Colley Wedl ly LY 6/3/2023 SIGNATURE Date SIGNATURE Date South Walton Academy 305 Mack Bayou Rd. Santa Rosa Beach, FL 32459 (850) 213-4595 southwaltonacademy@gmail.com FEIN # 37-1802451, Page 7 soap eee eas ie South Walton Academy 305 Mack Bayou Rd. 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