Byrd Campbell Represents Partner in Dispute Over Family Entertainment Center

Story Highlights

• Harold Mills sued for allegedly mishandling sale of two Urban Air parks.
• Mills allegedly bypassed higher offer, favoring buyer with personal ties.
• K&K Adventures seeks over $500,000 for alleged breach of fiduciary duty.

Harold Mills, founder of VMD Ventures and a prominent local businessman, is being sued by business partner K&K Adventures over the alleged mishandling of the sale of two Urban Air Adventure Parks the parties co-owned.

The lawsuit, filed in Orange County Circuit Court, claims Mills acted improperly during the sale process, including bypassing a higher offer and allegedly favoring a buyer with personal ties.

Ownership structure and parks involved

The two parks — Urban Air Adventure Park in Waukesha, Wisconsin, and Urban Air Adventure Orlando in Winter Garden — were owned through a holding company called Incubator Group Holding. That entity was formed jointly by Kent Cisewski’s K&K Adventures (40% ownership) and Mills’ VMD Ventures (60%).

Urban Air Adventure Parks are indoor entertainment venues featuring go-karts, climbing walls, arcades and other attractions.

Allegations of undervalued sale, conflicted dealings

According to the complaint, Mills allegedly decided to sell the parks in a “fit of pique directed at Cisewski,” but made minimal effort to market the sale. Instead, he approached Exaltare Capital Management, a private equity firm the suit claims is owned by a “crony” of Mills.

The suit further alleges Mills ignored Cisewski’s offer to buy Incubator Group Holding for $9.2 million — nearly $3 million more than the final sale price — and failed to disclose a letter of intent signed with Exaltare on Dec. 30, 2024. That letter reportedly barred Incubator Group Holding from seeking other offers until March 30.

On April 7, the parks’ assets — including inventory, contracts, licenses, records and more — were sold to an Exaltare entity for $6.24 million.

The complaint claims the transaction was not conducted at arm’s length, alleging:

• A sale price below market value
• Use of Mills’ personal counsel to represent the holding company
• “Ill-advised” deferred purchase terms and financial obligations to Exaltare’s holding company post-sale

Additionally, Mills allegedly had personal incentives in the deal, including a 2% equity stake in Exaltare’s holding company and a consulting fee — though the suit claims he since has abandoned those interests.

Dispute over real estate, alleged withheld proceeds

Cisewski objected to selling the parks without including the Orlando attraction’s building, owned 50/50 between Cisewski and Mills via an entity called WDM I Property LLC, according to the complaint.

The suit alleges Mills pressured Cisewski to approve the transaction and threatened to withhold a portion of the sale proceeds from K&K. When Cisewski refused, Mills allegedly directed that K&K’s share of the proceeds be withheld.

The complaint also suggests Mills’ personal struggles contributed to the breakdown in the business relationship. A “very public personal indiscretion on May 10, 2024” is cited, but not detailed in the lawsuit.

K&K Adventures is seeking damages exceeding $500,000 for alleged breach of fiduciary duty.

Tucker Byrd, co-founder and partner at Byrd Campbell PA and legal counsel for K&K in the case, told Orlando Business Journal he believes the sale lacked sufficient due diligence. Byrd contends that although Mills held 60% voting power, that authority carries fiduciary obligations — responsibilities he believes Mills failed to adequately consider.

Executives at Exaltare could not be reached for comment prior to publication, and Mills declined to comment. As of press time, neither Mills nor his legal counsel had filed a formal response to the lawsuit in court.

K&K Adventures LLC vs. Mills, Harold et al.

• Case no.: 2025-CA-009257
• Court: Circuit Court of the Ninth Judicial Circuit for Orange County, Florida
• Judge: Chad K. Alvaro
• Plaintiff’s attorney: Tucker Byrd, co-founder and partner, Byrd Campbell PA
• Defendant’s attorney: Undisclosed at this time

Original Article: Orlando Business Journal