Affirmative Defenses, Answer, Counterclaim, and Third-Party Complaint

FIRST DEFENSE – IMPROPER VENUE / MOTION TO TRANSFER VENUE

Pursuant to Rule 12(b)(3) of the North Carolina Rules of Civil Procedure, Defendants respectfully move the Court to dismiss this action for improper venue and/or to transfer the venue of this action from Wake County to Mecklenburg County or Iredell County.

In support of this motion, Defendants show the Court that Diskin’s own Complaint invokes a forum selection clause contained in a Secured Promissory Note (the “Note”). That forum selection clause provides for exclusive jurisdiction and venue in Mecklenburg County. Diskin nevertheless filed in Wake County, a venue with no alleged connection to the acts or omissions at issue. Defendants therefore move to dismiss for improper venue and/or to transfer venue to Mecklenburg County, pursuant to the forum selection clause in the Note.

In the alternative, if the forum-selection clause is held to be unenforceable, Iredell County is the proper forum because the subject real property at 245 Orbit Road in Statesville, North Carolina (the “Property”), and the relevant acts and omissions occurred in Iredell County.

SECOND DEFENSE — RESPONSES TO ENUMERATED PARAGRAPHS

1. Admitted, upon information and belief.
2. Admitted.
3. Admitted.
4. The allegations in paragraph 4 of the Complaint set forth legal conclusions to which no response is required. To the extent a response is required, it is admitted the superior court has subject matter jurisdiction over this case.
5. The allegations in paragraph 5 of the Complaint set forth legal conclusions to which no response is required. To the extent a response is required, admitted.
6. The allegations in paragraph 6 of the Complaint set forth legal conclusions to which no response is required. To the extent a response is required, denied. Defendants further allege and state the Note referred to in paragraph 6 of the Complaint speaks for itself. To the extent the allegations in paragraph 6 of the Complaint are inconsistent therewith, they are denied.
7. The Note and Pledge Agreement referred to in paragraph 7 of the Complaint speak for themselves. To the extent the allegations in paragraph 7 of the Complaint are inconsistent therewith, they are denied.
8. Defendants incorporate by reference each of their responses set forth above as if fully set forth herein.
9. It is admitted that on or about May 13, 2025, Shelley executed the Note. Defendants further allege and state that the Note referred to in paragraph 9 of the Complaint speaks for itself. To the extent the allegations in paragraph 9 of the Complaint are inconsistent therewith, they are denied.
10. The Note referred to in Paragraph 10 of the Complaint speaks for itself. To the extent the allegations in Paragraph 10 of the Complaint are inconsistent therewith, they are denied.
11. The Note referred to in Paragraph 11 of the Complaint speaks for itself. To the extent the allegations in Paragraph 11 of the Complaint are inconsistent therewith, they are denied.
12. The Note referred to in Paragraph 12 of the Complaint speaks for itself. To the extent the allegations in Paragraph 12 of the Complaint are inconsistent therewith, they are denied.
13. The Note referred to in Paragraph 13 of the Complaint speaks for itself. To the extent the allegations in Paragraph 13 of the Complaint are inconsistent therewith, they are denied.
14. Denied.
15. It is admitted that Shelley and Matthew D. Moore executed and delivered multiple Draw Requests pursuant to the Note, in the amounts and on around the dates alleged in paragraph 15 of the Complaint. Except as expressly admitted herein, the allegations in paragraph 15 of the Complaint are denied.
16. It is admitted that on or about May 13, 2025, Shelley executed the Pledge Agreement. Defendants further allege and state that the Pledge Agreement referred to in paragraph 16 of the Complaint speaks for itself. To the extent the allegations in paragraph 16 of the Complaint are inconsistent therewith, they are denied.
17. The Note referred to in Paragraph 17 of the Complaint speaks for itself. To the extent the allegations in Paragraph 17 of the Complaint are inconsistent therewith, they are denied.
18. It is admitted that Spands Orbit executed a written Consent and Acknowledgement. Defendants further allege and state that the Consent and Acknowledgement referred to in paragraph 18 of the Complaint speaks for itself. To the extent the allegations in paragraph 18 of the Complaint are inconsistent therewith, they are denied.
19. It is admitted that Shelley executed a written Irrevocable Proxy. Defendants further allege and state that the Irrevocable Proxy referred to in paragraph 19 of the Complaint speaks for itself. To the extent the allegations in paragraph 19 of the Complaint are inconsistent therewith, they are denied.
20. It is admitted Spands Orbit, LLC owned the Property until around December 22, 2025. Except as expressly admitted herein, the allegations in paragraph 20 of the Complaint are denied.
21. Admitted.
22. Admitted.
23. Admitted.
24. The Note referred to in Paragraph 24 of the Complaint speaks for itself. To the extent the allegations in Paragraph 24 of the Complaint are inconsistent therewith, they are denied.
25. Denied. Defendants further allege and state that Plaintiff accepted $133,144.50 in accord and satisfaction of Defendants’ entire indebtedness to Plaintiff.
26. Denied.
27. Defendants admit that Plaintiff provided a document purporting to be a written Notice of Default and Acceleration to Shelley on around January 14, 2026. The document referred to in Paragraph 27 of the Complaint speaks for itself. To the extent the allegations in Paragraph 27 of the Complaint are inconsistent therewith, they are denied.
28. Denied. Defendants further allege and state that Plaintiff accepted $133,144.50 in accord and satisfaction of Defendants’ entire indebtedness to Plaintiff, prior to January 14, 2026.
29. It is admitted that Defendants caused a payment of $133,144.50 to be made to Plaintiff following the sale of the Property and that Plaintiff accepted this $133,144.50 in accord and satisfaction of Defendants’ entire indebtedness to Plaintiff. Except as expressly admitted herein, the allegations in paragraph 29 of the Complaint are denied.
30. Denied.
31. Denied.
32. Denied.

FIRST CLAIM FOR RELIEF

33. Defendants incorporate by reference each of their responses set forth above as if fully set forth herein.
34. Admitted.
35. Defendants admit that Plaintiff advanced the amounts alleged in paragraph 15 of the Complaint, on around the dates alleged in paragraph 15, pursuant to the Note. Except as expressly admitted herein, the allegations in paragraph 35 of the Complaint are denied.
36. Denied.
37. Denied.
38. Denied.

SECOND CLAIM FOR RELIEF

39. Defendants incorporate by reference each of their responses set forth above as if fully set forth herein.
40. The allegations in Paragraph 40 of the Complaint set forth legal conclusions to which no response is required. To the extent a response is required, the allegations in paragraph 40 of the Complaint are denied to the extent they are inconsistent with applicable law.
41. Denied.
42. Denied.
43. Denied.
44. The allegations in Paragraph 44 of the Complaint set forth allegations characterizing his claim for relief, to which no response is required. To the extent the allegations are directed at Defendants and/or to the extent a response is required, denied.

THIRD CLAIM FOR RELIEF

45. Defendants incorporate by reference each of their responses set forth above as if fully set forth herein.
46. The Note referred to in Paragraph 46 of the Complaint speaks for itself. To the extent the allegations in Paragraph 46 of the Complaint are inconsistent therewith, they are denied.
47. It is admitted that Spands Orbit received net proceeds from the sale of the Property in the amount of approximately $1,233,342.88. Except as expressly admitted herein, the allegations in paragraph 47 of the Complaint are denied.
48. Denied.

FOURTH CLAIM FOR RELIEF

49. Defendants incorporate by reference each of their responses set forth above as if fully set forth herein.
50. Denied.

FIFTH CLAIM FOR RELIEF

51. Defendants incorporate by reference each of their responses set forth above as if fully set forth herein.
52. Denied.
53. Denied.
54. Denied.

THIRD DEFENSE: ACCORD AND SATISFACTION

The debt or claim alleged in the Complaint should be discharged under the affirmative defense of accord and satisfaction.

As detailed further in the Counterclaim and Third-Party Complaint (below), Defendants dispute liability for repaying the full amount of the balance advanced by Plaintiff pursuant to the Note, including certain amounts advanced by Plaintiff through APV to Third-Party Defendants Coastline Cordage Group, Ltd. and Matthew D. Moore.

Plaintiff agreed, in writing, to settle his claims against Defendants for payment of $133,144.47, that is, a different performance than originally contemplated under the Note ($133,144.47 is a lesser amount than the full balance advanced by Plaintiff pursuant to the Note). Plaintiff’s agreement to settle his claims against Defendants for payment of $133,144.47 from the proceeds of the closing on the sale of the Property constitutes an accord. Spands Orbit’s payment of the $133,144.47 shortly after and from the proceeds of the closing of the sale of the Property constitutes performance of that agreement, i.e., a satisfaction. Plaintiff accepted this accord and satisfaction by knowingly accepting the tender of $133,144.47 as payment in full of Defendants’ obligations under the Note.

FOURTH DEFENSE: WAIVER

The doctrines of waiver, consent, and estoppel are pled in bar to all of Plaintiff’s claims for relief.

FIFTH DEFENSE: OFFSET

To the extent that Plaintiff is entitled to any monetary relief against Defendants, which is expressly denied, then any such relief is limited by applicable setoff, offset, and/or recoupment, and Defendants plead they are entitled to a credit, offset, and/or recoupment from Plaintiff and/or Third-Party Defendants Coastline Cordage Group, Ltd. and/or Matthew D. Moore.

SIXTH DEFENSE: FAILURE TO MITIGATE

Defendants allege that Plaintiff has failed to mitigate his alleged damages in the manner required by law. Accordingly, his claim should be reduced and/or barred.

SEVENTH DEFENSE: UNCLEAN HANDS

Plaintiff’s claims are barred or abated substantially by the doctrine of unclean hands.

EIGHTH DEFENSE: FURTHER DEFENSES

Because no discovery has yet occurred in this action, Defendants reserve the right to assert further defenses as appropriate. Defendants hereby reserve any and all further defenses that may be discovered at any time during this action.

Defendants will rely upon all proper defenses lawfully available that may be disclosed by evidence and reserve the right to amend this Answer to state such defenses.

COUNTERCLAIM AND THIRD-PARTY COMPLAINT

NOW COME Counterclaim-Plaintiffs Shelley and Spands Orbit, together with Third-Party Plaintiffs AnchorPoint Ventures 25, LLC (“APV”) and Reconxx, LLC (“Reconxx”), pursuant to Rules 12 and 14 of the North Carolina Rules of Civil Procedure, complaining and alleging against Counterclaim Defendant Diskin and Third-Party Defendants Coastline Cordage Group, Ltd. (“Coastline”) and Matthew D. Moore (“Moore”), as follows:

1. APV is a Delaware limited liability company with its principal office located at the Property in Iredell County, North Carolina. Shelley is the sole member of APV.
2. Reconxx, LLC is a North Carolina limited liability company with its principal office located at the Property in Iredell County, North Carolina. Shelley is the sole member of Reconxx, a third-party logistics and fulfillment company focused on ecommerce.
3. This Third-Party Complaint will refer to each of Shelley, Spands Orbit, Reconxx, and APV as the “Shelley Entities.”
4. Coastline is a foreign entity with a principal place of business in Nova Scotia, Canada. Coastline is a rope manufacturer.
5. Plaintiff Diskin is a minority stakeholder in Coastline. At all relevant times, Diskin has owned a 40% interest in Coastline, and he has described himself as a director of Coastline.
6. Moore is also a stakeholder in Coastline. At all relevant times, Moore has represented he is Coastline’s sole director. Upon information and belief, Moore is an adult resident of Canada.
7. This Court has personal and subject-matter jurisdiction over this dispute and each of the Counterclaim Defendants and Third-Party Defendants.
8. Diskin’s Complaint constitutes an unjustified attempt to avoid responsibility by Diskin for the role he and Coastline played in an unrealized three-way joint venture to manufacture and sell rope products, among Diskin, Moore (including in his capacity on behalf of Coastline), and Shelley (including in his capacity on behalf of Reconxx).
9. The parties contemplated using APV as the vehicle for their joint venture, with membership and economic interests to be allocated one-third each among Diskin, Moore, and Shelley. However, APV was originally established by Shelley as a single-member LLC, and no final multi-member operating agreement was ever executed.
10. Diskin, Moore, and Shelley informally operated APV from around May 2025 to December 2025. During this period, Moore had access to APV’s fund and the ability to transfer funds from APV to Coastline. Moore, in fact, transferred funds from APV to Coastline, in the amounts specified below.
11. During this period, it was the intent of Diskin, Moore, and Shelley to draft and execute an operating agreement and transfer membership interests in APV to each of the parties to reflect a one-third equal partnership.
12. Prior to execution of a formal operating agreement, Coastline and Reconxx received operating capital through advances from Diskin to APV, pursuant to a $500,000 line of credit and the terms of the Note.
13. Exhibit A is a true and correct copy of the Note, Pledge Agreement, and Irrevocable Proxy, as those terms are used in the Complaint.
14. Pursuant to the Note, Shelley and Moore were required to sign and authorize all draw requests on the line of credit, which were then approved and funded by Diskin. The form used by the parties to memorialize these draw requests specified the “subsidiary” requesting the funds (i.e., whether Coastline, Moore, and/or Reconxx), an itemized use of funds, and the total amount requested.
15. Once approved, Diskin funded a draw request by depositing funds into a Mercury Savings “APV Internal Funding” account ending in -1309.
16. APV then advanced the proceeds of the draw request to Coastline, Moore, and/or Reconxx, as applicable, and to record the transfer as an account receivable (loan) from the “subsidiary” (i.e., Coastline, Moore, and/or Reconxx).
17. Coastline, Moore, and Reconxx each promised to repay to APV all amounts advanced (loaned) by APV to each respective party, by repaying the principal amount together with 7% annual interest over the course of twelve (12) monthly payments (the “APV Loan Agreement”).

Draw Request #1

18. On or about May 15, 2025, Shelley and Moore executed and delivered a written Draw Request to Diskin pursuant to the Note. Exhibit B is a true and correct copy of this Draw Request (hereinafter, “Draw #1”).¹

    ¹ Draw #1 itself refers to three draws (numbered 1, 2, and 3). This Counterclaim/Third-Party Complaint refers to each of these subsidiary draws as “Draw #1,” while reserving the terms Draw #2 and Draw #3 to refer to subsequent draws on August 5, 2025 and October 28, 2025, respectively.

19. Of the $264,017.47 requested in Draw #1, $225,295.00 of the itemized use of funds was characterized as “CoastLine/General Ops,” including $10,000 received directly by Moore in a line item, “Matt (employee support)”; $19,722.47 was characterized as “Reconxx”; and $19,000 was characterized as “AnchorPoint Ventures Direct.”
20. From this Draw #1, APV received and retained $19,000. APV used most of these funds on legal fees related to the negotiation and drafting of an operating agreement to reflect the three-part ownership structure, as detailed above.
21. APV advanced the remaining amount from Draw #1 to Coastline, Moore, and Reconxx. Coastline and Moore collectively received $225,295.00 from Draw #1 (including $25,000 on around April 16, 2025), and Reconxx received $19,722.47 from Draw #1.
22. Draw #1 memorializes the agreement by Coastline, Moore, and Reconxx to each repay to APV the respective amounts advanced to them under the Note. It was the parties’ intent for this same agreement to continue with each subsequent advance thereafter, as made pursuant to the Note.

Draw Request #2

23. On or about August 5, 2025, Shelley and Moore executed and delivered a written Draw Request to Diskin pursuant to the Note. Exhibit C is a true and correct copy of this Draw Request (hereinafter, “Draw #2”).
24. Of the $58,132.93 requested in Draw #2, $33,794.93 of the itemized use of funds was characterized as “Subtotal – Coastline.”
25. From this Draw #2, APV advanced $33,794.93 to Coastline, and Reconxx received $24,338.00.

Draw Request #3

26. On or about October 28, 2025, Shelley and Moore executed and delivered a written Draw Request to Diskin pursuant to the Note. Exhibit D is a true and correct copy of this Draw Request (hereinafter, “Draw #3”).
27. Of the $63,701.00 requested in Draw #3, APV retained $14,525.00 for additional legal fees related to the setting up of the three-way partnership. APV also advanced to Reconxx $49,176.00 from Draw #3.
28. A reconciliation performed by a certified public accountant on around November 14, 2025, confirms that Coastline received $259,089.93 of the total funded advances. This reconciliation also reallocated $10,000 from Reconxx to APV, such that (as reconciled), Reconxx received a total of $83,236.47 and APV received a total of $43,525.00. Exhibit E includes a true and correct copy of this reconciliation dated November 14, 2025.
29. In addition to the foregoing, Diskin advanced an additional $27,856.84 to Coastline through APV on around December 4, 2025 (hereinafter, “Draw #4”).
30. In a departure from the practice for Draws #1, #2, and #3, no written Draw Request accompanied Draw #4.
31. As late as around December 11, 2025, Moore confirmed his intent to move forward with execution of an APV operating agreement to reflect one-third ownership of APV.
32. Moore then abruptly reversed course and abandoned the APV venture.
33. Upon information and belief, Moore backed out of the planned APV venture shortly after Coastline learned it had received and/or would soon receive a six-figure grant from the Canadian government (hereinafter, the “ACOA Grant”). Flush with cash from the ACOA Grant, Coastline no longer believed it had a need for operating capital or support from the APV venture.
34. By the end of December 2025, Moore unequivocally repudiated his intent to move forward with the APV venture.
35. In response, in late December 2025, the parties negotiated a binding and enforceable agreement to wind down their half-baked joint venture and to reallocate responsibility for repayment of advances made by Diskin (hereinafter, “the Allocation Agreement”).
36. Pursuant to the Allocation Agreement, the parties agreed to the following material terms:
    1. Moore/Coastline would repay directly to Diskin the principal and interest on all Coastline-directed advances from Diskin, including all amounts they had received on the line of credit, in the principal amount of $259,089.93, together with Draw #4.
    2. From the proceeds of the sale of the Property, Spands Orbit would repay to Diskin the principal and interest on all amounts any of the Shelley Entities had received on the line of credit, in the amount of $133,144.47 (of which $126,761.47 was principal and the remaining amount was interest).
    3. Notably, Spands Orbit’s agreement to pay this amount ($133,144.47) from the proceeds of the sale of the Property to Diskin reflected Shelley’s agreement to repay amounts advanced to both Reconxx and APV, notwithstanding the fact the parties contemplated executing an operating agreement for APV (in which each party would be responsible for equal capital contributions to match the equal one-third ownership structure of APV). Shelley graciously agreed to absorb the costs incurred on behalf of all three of him, Diskin, and Moore, by agreeing to repay all amounts advanced by Diskin to APV, without setoff or adjustment.
    4. In exchange for this payment (of $133,144.47), Diskin agreed he would have no further claim to repayment from any of the Shelley Entities.
37. In an email thread with Diskin and Shelley on December 4, 2025, Moore represented that the partial ACOA grant would be distributed by mid-December and that “CC [Coastline] will be sending interest payments and principal payments to this LOC [line of credit].” Diskin replied “approved.” Exhibit F is a true and correct copy of this email thread.
38. In another email, Diskin wrote that “Matthew [Moore] has agreed to wire the funds forwarded to Coastline in the draws plus prorated interest to me, including draw number four [i.e., Draw #4].” Exhibit G is a true and correct copy of this email.
39. Separately, Diskin wrote that Moore was focused on determining how Coastline could position itself to satisfy its portion of the draws. Diskin expressly affirmed his intent to disclaim any responsibility Spands Orbit might have for repaying monies on the LOC advanced to Coastline, based on the parties’ agreement for Coastline to repay its share of the draws. Exhibit H includes a true and correct copy of these written communications.
40. Spands Orbit sold the Property on around December 22, 2025.
41. Spands Orbit performed in full under the Allocation Agreement, by paying to Diskin $133,144.47 from the closing on the sale of the Property. Said amount includes the entire principal balance with interest of all advances from Diskin on the LOC, except for amounts that benefitted only Coastline and Moore.
42. In equity and fairness, Coastline and Moore should be responsible for repaying advances that benefitted only them.
43. Diskin accepted this payment of $133,144.47 from Spands Orbit in satisfaction of all amounts due from any of the Shelley Entities under the Note, and he did not reject, return, or immediately condition that payment.
44. Based on Diskin’s several representations, including without limitation as found in his December 24 and December 27, 2025 emails (see Exhibits E and I), Defendants reasonably understood the payment of $133,144.47 to satisfy, in full, any and all liabilities by the Shelley Entities, leaving Coastline/Moore solely responsible for repayment of the remaining Coastline-directed portions of the Diskin advances.
45. Shortly after accepting this $133,144.47, in full and complete satisfaction of his claims against any of the Shelley Entities, Diskin attempted to reverse course and renegotiate the Allocation Agreement, in bad faith.
46. Diskin has an economic incentive to shift the Coastline-directed advances from Coastline to Shelley because Diskin holds a 40% equity interest in Coastline. If Coastline was required to repay the Coastline-directed advances, as agreed, Diskin would bear part of that economic burden through his Coastline ownership. This conflict explains Diskin’s later attempt to disregard the Allocation Agreement and to pursue Defendants for funds received and used solely by Coastline/Moore.
47. Stated otherwise, Diskin attempted to pull a bait-and-switch on the Allocation Agreement — and inequitably hold Shelley liable for funds received by Coastline — because Diskin has an ownership stake in Coastline. If Diskin was to properly hold Coastline liable for repaying the amounts advanced by him to Coastline, Diskin would effectively receive repayment of only 60 cents on the dollar (based on Diskin owning a 40% equity stake in Coastline).
48. In breach of the parties’ agreement, Diskin attempted to renegotiate on his acceptance of $133,144.47 in accord and satisfaction of any liability by the Shelley Entities.