LINDA ANN -WELLS CnC' JJ3GE FRANK A SHEPHERD RICHARD J. SUAREZ AfvOEL A. CORTIMA.S LESLIES.

ROTHENBERG BARBARA UW3QA '.-'AI-iCE E. SALTER

MARY CAv BLANKS CXESK VERONICA A.VCK jOFr

DISTRICT COURT OF APPEAL

THIRD DISTRICT 2001 S.W 117 AVENUE MIAMI. FLORIDA 33175-1716
TELEPHONE (305)229-3200

DEBE'EUCCL'RDY

K.EVINEMAS IVANF FERNANDEZ

.LOGUE

JAMES GLENV IM [>!> T

ACKNOWLEDGMENT OF NEW CASE DATE: STYLE: June 18, 2013 ENRIQUE VARONA, v. LTA LOGISTICS, INC., etal.,

3DCA#:

3D13-1561

The Third District Court of Appeal has received thePetition reflecting a filing date of 6/18/13. The county of origin is Dade. The lower tribunal case number provided is 11-20527. Case Type: Prohibition The filing fee is Due.

The Third District Court of Appeal's case number must be utilized on all pleadings and correspondence filed in this cause. Moreover, ALL PLEADINGS SIGNED BY AN ATTORNEY MUST INCLUDE THE ATTORNEY'S FLORIDA BAR NUMBER. Please review and comply with any handouts enclosed with this acknowledgment.

cc: Enrique Varona Warren Price Gammill

im

IN THE DISTRICT COURT OF APPEAL THIRD DISTRICT, MIAMI-DADE COUNTY, FLORIDA CASE NO.

Enrique Varona, Appellant,

v
LTA LOGISTICS, INC., et a/; LESTER TRIMINO Judge Antonio Arzola
Appelles,

PETITION FOR WRIT OF PROHIBITION Petitioner, Enrique J. Varona ("Varona", and/or "Petitioner"), who is Sui-juris and proceeding pro-se in this action, petitions this Court for a Writ of Prohibition, precluding the Honorable Judge Antonio Arzola ("the Judge") from presiding over case no. 11 20527 CA 21, currently pending in the Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County, Florida ("the case"), and as grounds would show:

BASIS FOR THIS COURT'S JURISDICTION 1. Varona moved to disqualify the Judge twice under Fla. R. Jud. Admin. 2.330. The Judge denied both motions. This Court has original jurisdiction under Fla. R. App. P. 9.030(b)(3) to enter a Writ of Prohibition.

NATURE OF THE RELIEF SOUGHT 2. Varona seeks a Writ of Prohibition from this Court, precluding the Judge from presiding over the case and directing that the case be re-assigned to a randomlyassigned judge. In addition petitioner seeks to remove the eleventh circuit court of Miami-Dade County, Florida as venue for this action as it lacks personal and subject matter jurisdiction due to improper choice of law and forum to fully comply with the agreed contractual terms and conditions of the employment agreement between Plaintiff and Defendant.

OVERVIEW 3. In the course of the litigation and in numerous occasions the Judge has denied the Petitioner meaningful access to the court by denying petitioner his right to present motions on the record and have them adjudicated as per the rule of law. The Judge has consistently practiced law from the bench in a role of co-counselor for the plaintiff and their attorneys. The Judge has by conduct and practice suspended or refused to enforce the Florida Rules of Civil Procedure only when they negatively affect the Plaintiff and their attorneys cause, but enforced them to their fullest only when they benefit the plaintiff and their attorneys cause. The Judge has refused to grant the Petitioner two motions for recusal from the case even though rules and case law clearly demand his recusal from this case. The Petitioner in support

thereof of these claims shows this court the following as reasonable'proof;

FACTS 4. First incident. On January 29, 2013 the Judge refused Petitioner to present/

hear (on the record) his motion for contempt of court and summary judgment against the plaintiff in accordance with Fl. R. Civ. Proc. rule 1.380(2)(c) for their failure to comply with a December 13, 2012 court order to compel documents, see Exhibit "A". The Plaintiff attorney failed to petition the court for an extension of time to answer the court's order to compel documents. The Judge practicing law from the bench, on his own initiative, entered and ruled on his own motion to compel documents, see Exhibit "B". 5. Second incident. On February 28, 2013 the Judge refused Petitioner to

present/ hear (on the record) his second motion for contempt of court and summary judgment against the plaintiff in accordance with Fl. R. Civ. Proc. rule 1.380(2)(c) for their failure to comply with the Judge's own January 29, 2013 "second" court order to compel documents. To make matters worst the Plaintiff attorney failed to

appear at the scheduled hearing and over the phone informed the Judge that 'he was too busy to attend the hearing'. The Judge who had the Plaintiff attorney on the

phone refused to take his testimony and/or hear arguments from the plaintiff attorney who was on the phone , instead proceeded to dismiss the hearing, refused to allow the Petitioner to present/hear his motion, and refused to give Petitioner a written declaratory judgment of his order denying Petitioner's motion for contempt of court and for summary judgment against the plaintiff. 6. On March 04, 2013 Petitioner filed a motion for the recusal of the Judge.

The facts, as set forth in detail, above, gave Petitioner a well reasoned fear he

would not receive a fair hearing or trial before the Judge. Petitioner's motion was legally sufficient and should have been granted. The Judge denied the Petitioners motion for recusal, see Exhibit "C". 7. Third incident. On April 11, 2013 Petitioner had scheduled a hearing on his

motion to dismiss for improper choice of law and venue as per the terms and conditions of the "contract" ( Pg. 3, Sec 10) entered by the plaintiff attorney into the record on March 06, 2013. The Judge at the hearing refused to hear the Petitioners

motion to dismiss for improper choice of law and venue. Instead the Judge issued a 30 day stay so the plaintiff could hire a new attorney. 8. On May 30, 2013 Petitioner had re-filed his motion to dismiss due to improper

choice of law and venue as per the terms and conditions of the contract (Pg 3, Sec. 10) entered into the record by the Plaintiff attorney on March 06, 2013. The new attorneys for the Plaintiff filed a motion to amend their complaint to include a count for "breach of contract" and "libel" which they are perfectly entitled to under Fl. R. Civ. Pro. 1.190(a). 9. Petitioner in a timely manner filed into the courts record a motion opposing the amended complaint on the grounds that the Plaintiff attorney exhibit "1", contained a fraudulent contract dated November 5, 2010, which contains a fraudulent signature allegedly of the Petitioner which is the nature and cause of the Petitioners counterclaim for fraud against the plaintiff, and because it was entered without a notarized affidavit to support its authenticity. 10. Fourth incident. On the May 30, 2013 hearing the Judge refused to hear the

Petitioner's motion to dismiss for improper choice of law and venue, and proceeded

to issue an order for the petitioner to answer the amended complaint within 20 days, see exhibit "D", the Judge accepted the "fraudulent imposter contract" into the record against the objection of the Petitioner knowing it was not the contract entered into the record as evidence by the previous attorney on March 06, 2013. 11. The Judge in denying the Petitioner to present his motion to dismiss due to

improper venue and choice of law denied him meaningful access to the court, as has been the case on every motion presented by the Petitioner in this court to this Judge. 12. The Judge has precluded the Petitioner from seeking his lawful remedy under Fl. R. Civ. Pro. Rule 1.161 (choice of forum). 13. Because the new amended complaint and exhibit "1" were not entered with a

notarized affidavit the judge denied the Petitioner his remedy under Fl. R. Civ. Pro. rule 1.030 (non verification of pleadings). 14. The Judge allowed the opposing party to tamper with evidence previously for another on their

entered into the courts record by replacing one contract

amended complaint 1", to allow for a claim for breach of contract. 15. The Judge lied to the Petitioner at the hearing by stating that according to rule 1.190(a) this case had now become a "new case". Nowhere in rule 1.190(a) it says that evidence or documents previously entered into the record can be replaced, omitted, or tampered with when a party is amending a complaint. Which is what the opposing counsel and the Judge told the Defendant at the hearing. 16. The Judge's ruling requiring the Petitioner to answer the amended complaint

within twenty days preempted the Petitioner from filing a motion to strike the amended complaint for being a sham under Fl. R. Civ. Pro. Rule 1.150.

17.

The Judge's ruling that he answer the amended complaint within twenty days

establishes a fraudulent contract entered into by the Petitioner under duress. 18. The Judge by allowing the amended complaint establishes the opposing parties

claim of libel since and as per Florida law a claim of libel can only be pursued in the county were the alleged offense occurred. Therefore, his ruling deprived the

defendant of a lawful remedy or defense to the alleged count of libel. 19. The facts, as set forth in detail, above, gave Petitioner a well reasoned fear he

would not receive a fair hearing or trial before the Judge. For a second time, On June 06, 2013 Petitioner filed a motion for the recusal of the Judge. Petitioner's

motion was legally sufficient and should have been granted. The Judge denied the motion for recusal, see Exhibit "E".

JURISDICTION - WRIT OF PROHIBITION 20. On March 06, 2013 the previous attorney for the Plaintiff entered into the

courts record a contract dated June 09, 2009. A document entered into the court as a result of two years of litigation, two motions to produce documents, and two court orders to compel documents, see "Contract" as Exhibit "F". 21. The contract shown as exhibit "F" was/ is entered into the courts record its authenticity. The

supported by a notarized affidavit as evidence of

authentication rule, which applies to all types of physical evidence, requires that a proponent of a piece of evidence set forth a foundation of "evidence sufficient to

support a finding that the matter in question is what its proponent claims." 90.901, Fla. Stat.. The plaintiff amended complaint and its exhibit "1" fails to meet the

standards for this criteria as is entered into the record without a notarized affidavit in support for its authenticity. 22. The authenticated contract entered as exhibit "F" clearly and in plain language states on page 3, section 10; the following: "10. CHOICE OF LAW AND VENUE: it is understood and

agreed that the construction and interpretation of this agreement shall at all times and in all respects be governed by the internal laws of the Commonwealth of Virginia, without giving effect to the conflict of law provisions thereof. Venue of any action brought exclusively in the circuit court of Henrico. Virginia, or the U.S. District Court for the Eastern District of Virginia."

23.

Clause 10, of page 3 of the "Agreement" incorporates a mandatory forum

selection clause that contractually require that this lawsuit be filed in the forum named in the clause. Golden Palm Hospitality, 874 So. 2d at 1236. "As a general principle, a trial court must honor a mandatory forum selection clause in a contract..." 24. Page 3, section 10 of exhibit "F" clearly states that venue for any action will

be brought exclusively in a Virginia court. The general test for determining whether a forum selection clause is "mandatory" is the use by the parties of language

indicating "exclusivity." Golden Palm Hospitality, 874 So. 2d at 1236. "Absent such language, the clause will be considered permissive. " Id If the forum selection clause "statefsj or clearly indicatefs] that any litigation must or shall be initiated in a specified forum" then it is mandatory. Shoppes L.P. v. Conn, 829 So. 2d 356, 358 (Fla. 5th DCA 2002).

25.

'"A writ of prohibition is a proper vehicle to challenge the court's lack of

subject matter jurisdiction." Phillips v. State, 69 So. 3rd 951, 952 (Fla. 2nd DCA, 2110). For the reasons set forth herein, the lower court does not have jurisdiction to preside over the plaintiff lawsuit. As such, this Court should exercise its jurisdiction under Fla. R. App. P. 9.030(b)(3) and enter a writ of prohibition so the eleventh circuit court may not proceed with claiming subject matter and personal jurisdiction over the Plaintiff lawsuit.

ARGUMENT 26. Fla. R. Jud. Admin. 2.330 imparts several obligations on a litigant who seeks disqualification of a judge. Varona complied with all such requirements. First, Varona satisfied the timeliness requirement of Fla. R. Jud. Admin. 2.330(e) by filing the Motion on June 6, 2013. Second, the Motion complied with Fla. R. Jud. Admin. 2.330(c), as it alleged, in writing and under oath, the reasons the Judge should be disqualified, was hand delivered to the Judge's secretary at chambers the same day it was filed, and included the undersigned's certification that the Motion was made in good faith. 27. There was plainly no basis to deny the defendant to present his motions on

procedural grounds, the issue before this Court is whether the motions presented is legally sufficient grounds to disqualify the Judge. In other words, the issue is whether the Motion showed Varona's fear that he would not receive a fair trial or hearing because of specifically described prejudice or bias of the Judge. See Fla. R. Jud. Admin. 2.330(d). In adjudicating this issue, this Court should give no deference

to the lower court's ruling, but should apply a de novo standard of review. See Chamberlain v. State, 881 So. 2d 1087 (Fla. 2004); Frengel v. Frengel, 880 So. 2d 763 (Fla. 2d DCA 2004). 28. It is eminently reasonable for Varona to doubt his ability to get a fair hearing

before the Judge when the Judge ruled against him without allowing him to read his motions. To put it differently: Would you think you were getting a fair hearing if the Judge ruled against you without giving you an opportunity to read your motion at the hearing? in all of four hearings?

29.

Respectfully, any reasonable person would question his ability to get a fair

hearing under these circumstances. 30. All Varona is asking is for a fair chance to be heard by a judge who has not

already pre-determined the merits of his motion. Yes, the courts are inundated with cases. Respectfully, however, it cannot reach the point where judges deny defendants their right to present motions in court without allowing it to be presented on the record and ruled upon by its merits.

CONCLUSION Petitioners morion to Disqualify Judge was legally sufficient and should have been granted. Applying the de novo standard of review, this Court should issue a Petition for Writ of Prohibition and direct that the case should be assigned to a randomlyassigned judge, as there is a counter lawsuit pending in this court. Petitioner requests from this Court to remove the Eleventh Circuit Court in and for Miami-Dade County, Florida as it lack subject matter and personal jurisdiction due to it being an improper venue and forum to litigate the Plaintiff amended complaint case no. 11 20527 CA 21 as it clearly violates the contractual terms entered into and agreed upon by the interested parties on this action.

ique Warona, Sm juris acting Pro-se Appellanjy 14823 S.W. 125 Court Miami, Florida 33186 enriquevarona@ymail.com

SWORN AFFIDAVIT OF TRUTH

IN WITNESS WHEREOF, I, Enrique Varona, Sui Juris, solemnly affirm and verify that I have read the foregoing, and know its contents to be true to the best of my knowledge, except as to the matters which are therein stated on my information or belief, and as to those matters, I believe them to be true. This instrument is submitted upon good faith effort that is grounded in fact, warranted by existing law for the modification or reversal of existing law and submitted for proper purposes, and not to cause harassment and unnecessary delay or costs, so help me God. See Supremacy Clause (Constitution, Laws and Treaties are all the supreme Law of the Land). under penalty of perjury, under the laws of the STATE OF FLORIDA, that the foreoing is true and correct:

inriqu< Varona, Sui Juris T4823 iy 125 Court Miami, Florida 33186 On this day came before me the Affiant, a living flesh and blood man/ to oath

and attest and affirm the signature is true, complete, and correct on the foregoing affidavit. Enrique Varona, the above signed, who is personally known by me or upon proper oath and identification, personally came before me, the subscriber, a notary public in and for said Miami-Dade County and the State of Florida, and Duly Affirmed the truth of the foregoing Affidavit in my presence. The Affiant also acknowledged the signing thereof to be his own voluntary act and deed, signing the within instrument in my presence and for the purpose therein stated. Date: Identification provided: Notary Public:
NOTARY PUBLIC STATE OF FLORIDA

My co

ision^expjfes on: (/f

*-

Commission *=F014667
Expires: May 5,2017 BONDED THRU AARON NOTARY

JUAN V.HERNANDEZ

Notice to agent is notice to principal, notice to principal is notice to agent

IN T!-!E CIRCUIT COURT OF THE ELEVENTH JUDICIAL CIRCUIT IN AND FOR MIAMI-DADE COUNTY LTA LOGISTICS, INC. a Florida corporation, and LESTER TRIMNO, Plaintiff, Vs. ENRIQUE JOSE VARONA, Defendant. ORDER ON DEFENDANT'S MOTION TO ADMIT RESPONSE TO REQUEST OF ADMISSIONS. TO STHKE PLAINTIFFS RESPONSE TO REQUEST OF ADMISSIONS. THAT ALLUTERROGATORIES BE ADMITTED. MOTION FOR DEFAULT SUMMARY JUDGMENT AND MOTION TO COMPEL PRODUCTION OF DOCUMENTS This matter came beforethe Court upon the Defendants' Motion on October 22, 2012 and the Court having head argument of counsel and Pro Se Defendant, and being otherwise fully advised irathe premises, it is hereby ORDERED AND ADJUDGED as follows: 1. Motion to Admit Response to Request of Admission is granted. 2. Motion to Strike Plairtiffs Response to Request of Admissions is denied however Defendant ehall have ten (10) days from the date of this Order in which to submit to Pfenntiff revised Request of Admissions Number 3 and 4. 3. Motion that all interrogatories be admitted is denied as moot since no interrogatories haveleen propounded by Defendant. 4. Motion for Default Sanmary Judgment was not heard. 5. Motion to Compel Praduction of Documents granted. DONE and ORDERED in Chambers at Miami-Dade County, Florida this .. 2012. ci^^7 MARCIAB.CABALLERO,,^ & Circuit Court Judge &&& ceU; Circuit Civil Division Case No. 11 -20527 CA 21

IN TIE CIRCUIT COURT OF TL 11TH JUDICIAL CIRCUIT IN MD FOR MIAMI-DADE COUNTY, FLORDA CIRCUIT CIVIL DIVISION CASE NO:

X
Plaintiff,
vs.

ORDER GRANTING/DENYING PLAINTIFFS/DEFENDANT'S Defendat(s),

THIS CAUSE haing come on tobe heard on on Ekintiff's/Defendant's Motion

--J

S-

andtiie Court having heard argunents of counsel^nd being otherwise advised in the premises, it is hereupon ORDERED AN1 AD JUDGED tat said Motion be, and the same is hereby

DONE AND OFFERED in ChaHbers at Miami-Dade County, Florida this.

day if

. >^v? ,
CONFORMDCOPy /
Copfe furnished to: Counsel of Rcord ANTON,omzOLA
U7_OI-*t 3/11

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/ i/

, Y

CIRCUIT COURT JUDGE

.

CIRCUIT COST JUDGE

IN THE CIRCUT COURT OFTHE ELEVENTH JUDEIAL CIRCUIT OF FLORIDA, IN AND FOR MIAMI-DADE COUNTY CIRCUIT CIVIL DIVISION CASEND: 11-20527 Section:! 1

LTA LOGISTICS, BJC. LESTER TRIMINQET AL; Plaintff(s) vs. ENRIQUE VAROM, Defendant(s).

ORDER DEN\ING DEFENMNT'S MOTION TO HSQUALIFY TRIAL JUDGE

This matter, Saving come kfore the Court upon the Defendant's Motion to Disqualify Trial Judge filed oa March 4, 2013 and the Court having considered the Motion and being otherwise fully advisd in the premfes, hereby: ORDERES1ND ADJUDGES that the Defendant'sMotion is DENIED. DONE and ORDERED in chambers in Miami-Dale Counjy, Florida this 5th day of March, 2013.

CONFORMED COPY
MAR tf ?ni3
ANTONttARZOLA CIRCUIT C5URT JUDGE

Cicuit Court Jiidge

Copies to: Scott Egleston, Plainiff s Attorney Enrique Varona, Defaidant

IN THE CIRCUIT COURT OF THE 11TH JUDICIAL CIRCUIT IN AND FOR MIAMI-BADE COUNTY, FLORIDA CIRCUIT CIVIL DIVISION CASE NO. 11-20527 CA 21 LTA LOGISTICS, DC., a Florida corporation, and LESffiR TRIMINO, Plaintffe,
v.

ENRIQUE JOSE VAtONA, Defenant.

ORDER GRANTING PLAINTIFFS' MOTION TO AMEND COMPtAINT This cause cane on before the Court on Thursday, Msy 30, 2013 on Plaintiffs' Motion to Amend Complaint, ail the Court having heard arguments af the parties and being otherwise fully advised in the premises, it is ORDERED and ADJIDGED that the motion is hereby GRANTED. Plaintif&shall corvo their Amended Complaint rithin 10 dayo horofromi 1 *OM~. fecMu^ sU6(. Ux- Zo J^^i^T^ DONE and OOERED in chambers at Miami, Miani-Dade County, Florida on this 30th

i j vtee^ G(

.-. "

day of May, 2013.

Conformed copies to: Warren P. Gammill, &j. gainmill@miamilawoffice.com Enrique J. Varona: 14S3 S.W. 125 Court. Miami, Florida 33186

IN THE CIRCUIT COURT OF THE ELEVENTHJUDICIAL CIRCUIT OF FLORIDA, IN AND FOR MIAMI-DJ>E COUNTY CRCUIT CIVIL DIVISION
CISENO: 11-20527 Sation: 21

LTA LOGISTES, INC. LESTER TRIMTNO, ET AL; Plaintiff(s) vs. ENRIQUE VERONA, Defendant(s).

ORDER K:NYING DEFENDANT'S MOTIONTO DISQUALIFY TRIAL JUDGE

This nutter, having come before the Court upm the Defendant's Motion to Disqualify Trial Judge file! and delivered to chambers on June 6,2013 and the Court having considered the Motion and beag otherwise fully advised in the premiss, hereby: ORDEIES AND ADJUDGES that the Defendant's Motion is DENIED as legally insufficient. DONEind ORDERED in chambers in Miairi-Dade Coujrty, Florida this 6th day of June, 2013.

CONFORMED COPY
Copies to: Warren Gamill i Associates, Plaintiffs Attorney Enrique VaronaJ'ro se Defendant

JUN 072013
ANTONIO ARZOLA CIRCUIT COURT JUDGE

*t

, u

Pg. 1/3

iTA LOGISTICS, INC.

NONDISCLOSJRE AND NONSOLICITATIOH AGREEMENT ("Agreement")

TH5 AGREEMENT is made ant entered into is ^-yk- day of^oUl!) T\^ I 20^. by and between LTA Lqpstics Incorporated, a FlorBa corporation,fLTA or the Company"], aid ^^gUjLA^/Aui^vvt ^Employee or "pbsociate's Name]").
RECITALS

VMEREAS, LTA Logistics destes to employ, Jfesociate's Name], and Emjibyee desires to perform services for LTA in a psition which will allow Enfloyee access towarious trade secrets and canfidential information belonging to LTA and wftich require Employee to lerform servicesaf a unique and special natire. \AHEREAS, as a condition offAssociate's Nae]'s employment. LTA deares to receive from [Associate's Name] ccvenants (a) not to discloseany confident^ information acquired during or reasonably after the course of employment vfth LTA, (b) not to solicit aiy employee of ffA to terminate her or hisanployment with LTA, and (c) not to solicit any ostomer of LTA to terminate its relationshf with LTA. MHEREAS, LTA and [Associte's Name] desie to set forth in writing theterms and conditions of their agreements and taderstandings with respettto these covennts against disclosure of confidential information, solicitation of employees, !i slicitation of customers, aid competition wth LTA, that Agreement isa condition of Employee's employment and ancillary thereto, and that lis Agreement Aes not purport to set forttall the terms of such employment.
*..

AGREEMENT

i
K)W, THEREFORE, in consleration of thefbregoing, and any consideration set forth in any Schedule A hereto, and of tie mutual promises herewcontained, andof other good and valuabteconsideration, the receipt and sufficiency of hich are hereby acknowledged, the parties hereto (Employee and LTi) intending legally to be bound, hereby agree as
follows.

1.

ACKNOWLEDGMENTS. LTA iengaged in, among othertiings, the business of transporting freight Nationwide, andas well as relate!services. Employee acknowledges that LTA's business and services are highly customer-specific and custaner-dependent, involving ihigh degree of cultivated and well developed customer relationiiips, further dependent upon the identityid particular needs of LTA's customers, not generally known hrthe industry, tiese relationship also are eflected in LTA's documents and information regarding its custwners, suppliers,services, logistics, methodiof operation, sates, pricing, and cost, all of which are highly confidential and constitrte critical trade secrets. Employee further acknowledges that the services to be rendered to LI by Employee all be of a special and unuaal character which has a unique value to LTA and

Pg. 3/3

intended benefit of this Agraement. If, in aiy judicial proceeding, a cost shall refuse to enforce all of the separate covenants deemedincluded herein because, taken together, tey are more extensive than necessary to assure the Company of tte intended beiefitof this Agreement, theistt is expressly understood and agreed by LTA and Employee that thoa of such covaants which, if eliminated, \uld permit the remaining separate covenants to be enforced insuch proceedhg, shall for the purpose of ach proceeding, be deemed eliminated from the provisions hereof. In the event (fa violation by Employee, tit term of each such covenant so violated shall be automatically exteried fora period of one (1) year from the die on which Employee permanently ceases such violation or fora period of ons(l) year from the date of tie entry by a court of competent jurisdiction of a final order or judgment erforcing such covenant, whidever period is later. 9. BURDEN AND BENEFIT. This Agreeraent shall be binding upon, aid shall insure to the benefit of, LTA and Employee, and their respecfe/e successorsand assigns. The Company-hall have the right to assign its rights hereunderto any successorfn interest, whether by merge, conso'idatiffi, sale of assets, or otherwise. ia CHOICE OF LAW ANDWENUE. It is understood and agreed that te construction and interpretation of this Agreement shall at all timesand in all respects be governed by the internal laws of the Commonwealth of Virginia, without giving effet to the conflct of law provisions thereof. Venue of any action brought to enforce relating to this Agreement iall be brougft exclusively in the Circuit Caart for Henrico, Virginia, or the U.S. District Court for the Eastea District of Viginia. 11 SEVERABILITY. The psvisions of thk Agreement (including in paticular, but not limited to, the provisions of Paragraphs 2, 3,4, and Sfiereof) shall te deemed severable, and tteinvalidity or unenforceability of any one or more of the provisions hreof shall notaffect the validity orenforcabilityof any one or more of the other provisions hereof. 12 ENTIRE AGREEMENT,This Agreerrwit contains the entire agreement and understanding by and between LTA and Employee with resect to the covenants contained herein, ant no representations, promises, agreements, or understandiigs, written ororal, not herein contained faall be of any force or effect. No charge or modifications hereof shS be valid or bnding unless the same is in witing and signed by the party against whom such waiver is sougfctto be enforced. No validfwaiver of any pns/ision of this Agreement at any time shall be deemed a waiver of anyather provision of this Agreement at suchtne or will be deemed a valid waiver of such provision at any othertime.

5\

1 WITNESS WHERE, LTA and [Ascciate's Name] have duly eicuted this Agreement as of the day and st written ^above.

vv

^TTA Logistics,

ate