Case 1:20-cv-01310-SKC Document 2 Filed 05/08/20 USDC Colorado Page 1 of 10
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`IN THE UNITED STATES DISTRICT COURT
`FOR THE DISTRICT OF COLORADO
`
`
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`Civil Action No.
`
`AMERICAN HEMP VENTURES, INC, a Nevada corporation;
`Plaintiff,
`
`
`v.
`
`KLONDIKE AGRICULTURAL PRODUCTS, LLC, a Florida limited liability company; and
`KLONDIKE AGRICULTURAL PRODUCTS, INC., a Florida Corporation.
`Defendants.
`
`
`
`
`ANSWER AND COUNTERCLAIMS OF DEFENDANTS KLONDIKE AGRICULTURAL
`PRODUCTS, LLC AND KLONIDKE AGRICULTURAL PRODUCTS, INC.
`
`
`
`
`
`Defendants, Klondike Agricultural Products, LLC and Klondike Agricultural Products,
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`Inc. (collectively, “Klondike”), through undersigned counsel, hereby answer the
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`Complaint and Jury Demand of American Hemp Ventures, Inc. (hereinafter “Plaintiff” or
`
`“AHV”) and assert counterclaims against AHV, as follows:
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`
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`1. Admitted.
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`2. Denied.
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`3. Klondike admits the recitation of a Klondike filing, but Klondike’s current principal
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`address is 578 Kennedy Road, Akron, Ohio 44395. Klondike affirmatively states
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`that it has transitioned from an LLC to an S or C corporation during its existence,
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`but at all times relevant has been organized to do business as Klondike, and
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`
`
`IN THE UNITED STATES DISTRICT COURT
`FOR THE DISTRICT OF COLORADO
`
`
`
`Civil Action No.
`
`AMERICAN HEMP VENTURES, INC, a Nevada corporation;
`Plaintiff,
`
`
`v.
`
`KLONDIKE AGRICULTURAL PRODUCTS, LLC, a Florida limited liability company; and
`KLONDIKE AGRICULTURAL PRODUCTS, INC., a Florida Corporation.
`Defendants.
`
`
`
`
`ANSWER AND COUNTERCLAIMS OF DEFENDANTS KLONDIKE AGRICULTURAL
`PRODUCTS, LLC AND KLONIDKE AGRICULTURAL PRODUCTS, INC.
`
`
`
`
`
`Defendants, Klondike Agricultural Products, LLC and Klondike Agricultural Products,
`
`Inc. (collectively, “Klondike”), through undersigned counsel, hereby answer the
`
`Complaint and Jury Demand of American Hemp Ventures, Inc. (hereinafter “Plaintiff” or
`
`“AHV”) and assert counterclaims against AHV, as follows:
`
`
`
`1. Admitted.
`
`2. Denied.
`
`3. Klondike admits the recitation of a Klondike filing, but Klondike’s current principal
`
`address is 578 Kennedy Road, Akron, Ohio 44395. Klondike affirmatively states
`
`that it has transitioned from an LLC to an S or C corporation during its existence,
`
`but at all times relevant has been organized to do business as Klondike, and
`
`
`
`Case 1:20-cv-01310-SKC Document 2 Filed 05/08/20 USDC Colorado Page 2 of 10
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`further represents that one Klondike entity is the DBA of another, as Klondike has
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`only been involved in one business.
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`4. Admitted, but see response to paragraph 3.
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`5. Admitted, but see response to paragraph 3.
`
`6. Admitted, but see response to paragraph 3.
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`7. Admitted.
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`8. Defendants admit that Plaintiff and Klondike negotiated a contract wherein
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`Plaintiff would supply industrial hemp seeds, and Klondike would incorporate
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`those seeds into Klondike’s proprietary seed capsule for planting, at which time
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`Plaintiff would sell the seed capsules, and deny any other allegation in paragraph
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`8 of Plaintiff’s Complaint
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`9. Denied.
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`10. Denied.
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`11. Denied.
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`12. Denied.
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`13. Klondike is without sufficient information to admit or deny the allegations in
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`paragraph 13, and so deny same.
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`14. On October 16, 2019, Klondike provided Plaintiff with the execution copy of the
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`Supply Agreement the parties had negotiated. Defendants deny the remaining
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`allegations of paragraph 14 of the Complaint.
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`15. Denied.
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`16. Denied.
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`2
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`Case 1:20-cv-01310-SKC Document 2 Filed 05/08/20 USDC Colorado Page 3 of 10
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`17. Admit that the parties executed the negotiated Supply Agreement and deny the
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`remaining allegations of paragraph 17 of the Complaint.
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`18. Denied.
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`19. Denied, see response to paragraph 3 above.
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`20. Admit that the negotiated start date of the Supply Agreement is October 16,
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`2019, and deny the remaining allegations of paragraph 20 of the Complaint.
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`21. Admit that the Supply Agreement, negotiated by the Plaintiff and Klondike speaks
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`for itself and deny the remaining allegations of paragraph 21 of the Complaint.
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`22. Denied.
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`23. Denied.
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`24. Denied.
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`25. Admit that Klondike seeks payments pursuant to the negotiated Supply
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`Agreement, but deny the remaining allegations of paragraph 25 of the Complaint.
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`26. Denied.
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`27. Denied.
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`28. Admitted.
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`29. Admitted.
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`30. Klondike incorporates its answer to the proceeding allegations as if set forth
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`herein.
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`31. Paragraph 31 states a legal conclusion, not requiring responsive pleading, but
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`Klondike admits this Court can interpret the Supply Agreement and denies the
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`remaining allegations of paragraph 31 of the Complaint.
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`3
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`Case 1:20-cv-01310-SKC Document 2 Filed 05/08/20 USDC Colorado Page 4 of 10
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`32. Klondike admits that the parties to the Supply Agreement, Plaintiff and Klondike,
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`executed the negotiated Supply Agreement, and deny the remaining allegations
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`of paragraph 32 of the Complaint.
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`33. Denied.
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`34. Denied.
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`35. Denied.
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`36. Denied.
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`37. Denied.
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`38. Denied.
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`39. Denied.
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`40. Denied.
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`41. Klondike incorporates its answer to the proceeding allegations as if set forth
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`herein.
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`42. Denied.
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`43. Admitted that Plaintiff entered into the Supply Agreement with Klondike, and
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`deny the remaining allegations of paragraph 43 of the Complaint.
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`44. Denied.
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`45. Admitted, but deny the word “advanced” as vague and ambiguous.
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`46. Denied.
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`47. Denied.
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`48. Admitted.
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`49. Klondike affirmatively states that it provided the negotiated Supply Agreement for
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`Plaintiff’s signature and deny the remaining allegations of Plaintiff’s Complaint.
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`4
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`Case 1:20-cv-01310-SKC Document 2 Filed 05/08/20 USDC Colorado Page 5 of 10
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`50. Denied.
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`51. Denied.
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`52. Admit that the parties executed the Supply Agreement, as negotiated, but deny
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`the remaining allegations of paragraph 52 of the Complaint.
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`53. Denied.
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`54. Denied, see paragraph 3 above.
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`55. Admit that the negotiated Supply Agreement has a start date of October 16,
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`2019, and deny the remaining allegations of paragraph 55 of the Complaint.
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`56. Klondike affirmatively states that the negotiated Supply Agreement speaks for
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`itself and denies the remaining allegations of paragraph 56 of the Complaint.
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`57. Denied.
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`58. Denied.
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`59. Denied, see paragraph 3 above.
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`60. Denied.
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`61. Denied.
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`62. Denied.
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`63. Denied.
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`64. Denied.
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`65. Denied.
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`66. Admitted.
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`67. Denied.
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`68. Unintelligible.
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`5
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`Case 1:20-cv-01310-SKC Document 2 Filed 05/08/20 USDC Colorado Page 6 of 10
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`69. Klondike incorporates its answer to the proceeding allegations as if set forth
`
`herein.
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`70. Denied.
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`71. Admitted.
`
`72. Denied.
`
`73. Denied.
`
`74. Admitted.
`
`75. Denied.
`
`76. Admitted.
`
`77. Denied.
`
`78. Denied.
`
`
`
`AFFIRMATIVE DEFENSES OF KLONDIKE
`
`1. Plaintiff’s Complaint fails to state a cause of action upon which relief may be
`
`granted, in law or in equity.
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`2. Plaintiff’s Complaint requests a jury trial, which the Supply Agreement
`
`specifically disallows.
`
`3. Plaintiff is the only and the first breaching party of the Supply Agreement.
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`4. The Supply Agreement was negotiated in good faith by the parties to it.
`
`5. Klondike entered into the Supply Agreement, and one Klondike is the alter ego
`
`of the other.
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`6. Klondike has performed and intends to continue to perform according to the
`
`terms of the negotiated Supply Agreement.
`
`
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`6
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`
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`Case 1:20-cv-01310-SKC Document 2 Filed 05/08/20 USDC Colorado Page 7 of 10
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`
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`WHEREFORE, Klondike respectfully requests that Plaintiff take nothing by way of its
`
`Complaint and that this Court validate the terms and conditions of the parties as set
`
`forth in the negotiated Supply Agreement.
`
`
`
`KLONDIKE’S COUNTERCLAIMS AGAINST PLAINTIFF
`
`
`
` FIRST CLAIM FOR RELIEF
`
` (Breach of Contract By AHV)
`
`1. AHV and Klondike entered into the Supply Agreement, after negotiation and each
`
`with advice of counsel, evidencing a full meeting of the minds.
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`2. Adequate consideration exists for enforcement of the Supply Agreement, in fact
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`Klondike has expended over $1M in marketing and machinery to perform its
`
`duties.
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`3. AHV has failed to perform, and in its Complaint and Jury Demand, indicates it
`
`has no intention of performing under the Supply Agreement or curing its default.
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`4. Klondike has performed all of its duties, responsibilities and obligations under the
`
`terms of the Supply Agreement.
`
`
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`WHEREFORE, Klondike respectfully requests its damages pursuant to the Supply
`
`Agreement, at least $810,000,000, plus its attorneys’ fees, interest and costs, as set
`
`forth in the Supply Agreement.
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`7
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`Case 1:20-cv-01310-SKC Document 2 Filed 05/08/20 USDC Colorado Page 8 of 10
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` SECOND CLAIM FOR RELIEF
`
` (Specific Performance of the Supply Agreement by AHV)
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`1. Klondike incorporates its Answer to AHV’s Complaint and Jury Demand herein.
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`2. AHV and Klondike fully negotiated the Supply Agreement with assistance of their
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`counsel of choice.
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`3. The parties entered into the Supply Agreement, and it is fully enforceable.
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`4. AHV has breached the Supply Agreement, and pursuant to its Complaint and
`
`Jury Demand, has no intention of performing pursuant to the terms of the Supply
`
`Agreement.
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`
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`WHEREFORE, Klondike respectfully requests that the Court enforce the Supply
`
`Agreement by its terms, and command AHV to perform according to its terms.
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`
`
` THIRD CLAIM FOR RELIEF
`
` (Fraud in the Inducement by AHV)
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`1. Klondike incorporates its Answer to AHV’s Complaint and Jury Demand herein.
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`2. The parties to the Supply Agreement fully negotiated its terms with the counsel of
`
`its choosing.
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`3. According to the allegations in AHV’s Complaint and Jury Demand, AHV has no
`
`intention of fulfilling its obligations under the Supply Agreement.
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`4. Klondike reasonably relied on AHV’s promises and commitments in the Supply
`
`Agreement, and Klondike has performed according to the terms of the Supply
`
`Agreement in reliance upon AHV’s promises and commitments.
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`
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`8
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`Case 1:20-cv-01310-SKC Document 2 Filed 05/08/20 USDC Colorado Page 9 of 10
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`5. Due to AHV’s misrepresentations in the executed and negotiated Supply
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`Agreement, and AHV’s failure to perform, Klondike has been damaged in an
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`amount to be proven at trial, but in no event less than $810,000,000, attorneys’
`
`fees interest and costs.
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`WHEREFORE, Klondike respectfully requests that this Court award it damages related
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`to AHV’s fraud in the inducement, as set forth herein, and for such other and further
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`relief as the Court may deem appropriate under the law and at equity.
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`
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`NOW THEREFORE, Klondike respectfully requests that AHV take nothing by way of its
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`Complaint and Jury Demand, and that the Court award damages in Klondike’s favor as
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`set forth above, and that the Court deem the Supply Agreement fully enforceable by its
`
`terms.
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`
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`RESPECTFULLY SUBMITTED this 8th day of May, 2020.
`
`
`
`s/ Otto K. Hilbert, II
`Otto K. Hilbert, II
`Otto.Law
`535 16th Street, #810
`Denver, CO 80202
`Telephone: (303) 324-3748
`E-mail: otto@otto.law
`Attorneys for KLONDIKE AGRICULTURAL PRODUCTS, LLC and KLONDIKE
`AGRICULTURAL PRODUCTS, INC.
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`
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`9
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`Case 1:20-cv-01310-SKC Document 2 Filed 05/08/20 USDC Colorado Page 10 of 10
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`CERTIFICATE OF SERVICE
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`This is to certify that I have duly served this upon all parties herein by email and e-filing
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`on this 8th day of May, 2020, addressed as follows:
`
`
`Robert E. Burk, Esq. #40337
`Burk & Burk
`12835 E. Arapahoe Rd.
`Tower 2, Suite 320
`Centennial, CO 80112
`Ph: (303) 520-1401
`robert@burkandburk.com
`Attorney for Plaintiff
`
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`/s/ Otto K. Hilbert, II
`
`
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` Klondike Agricultural Products, LLC and
`Klondike Agricultural Products, Inc.
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`10
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