Nora Dweck sued Meredith Perry for membership interest in the company.
Case 2:11-cv-07057-SD Document 1 Filed 11/10/11 Page 1 of 25UNITED STATES DISTRICT COURTFOR THE EASTERN DISTRICT OF PENNSYLVANIANORA LILY DWECK,4615 Oceanfront WalkMarina del Rey, California 90292,PLAINTIFF,v. I CIVIL ACTION NO.MEREDITH E. PERRY,83 Berkley Avenue JURY TRIAL DEMANDEDBelle Mead, New Jersey 08502,DEFENDANT.COMPLAINTPlaintiff, Nora Lily Dweck, by counsel, as and for her Complaint, individually andderivatively, against Defendant, Meredith Perry, states and alleges as follows:THE PARTIES, JURISDICTION, AND VENUE1. Plaintiff, Nora Lily Dweck (hereinafter "Dweck"), is an individual who is acitizen of the State of California and who presently resides at 4615 Oceanfront Walk, Marina delRey, California 90292.2. Defendant, Meredith E. Perry ("Perry") is an individual who, upon informationand belief, is a citizen and resident of the State of New Jersey and resides at 83 Berkley Avenue,Belle Mead, New Jersey 08502.3. This Court has subject matter jurisdiction pursuant to 28 U.S.C. 1332, becausethere is complete diversity of citizenship between the parties and the amount in controversyexceeds $75,000.00.Case 2:11-cv-07057-SD Document 1 Filed 11/10/11 Page 2 of 254. This Court has personal jurisdiction over Defendant Perry pursuant to applicablePennsylvania law including, but not limited to, 42 Pa. C.S. 5322, in that, among other things,Perry transacted business in the Commonwealth of Pennsylvania, caused harm and injury by actsand omissions in the Commonwealth of Pennsylvania, and otherwise engaged in conduct while astudent at the University of Pennsylvania and thereafter which gives rise to personal jurisdictionover her.Venue is proper in this Court pursuant to 28 U.S.C. 1391(A)(2), because asubstantial part of the events or omissions giving rise to the claims occurred in this district.FACTUAL BACKGROUND6. In or about September, 2006, Dweck enrolled in and became a full-time student atthe University of Pennsylvania in Philadelphia, Pennsylvania. Except for a leave of absence, sheremained as a full-time student at the University of Pennsylvania until her graduation in May,2011.7. In or about September, 2007, Perry enrolled in and became a full-time student atthe University of Pennsylvania in Philadelphia, Pennsylvania. Perry remained and continued asa full-time student at the University of Pennsylvania until her graduation in May, 2011.8. While at the University of Pennsylvania, Dweck and Perry met each other, werein the same comedy troupe known as Bloomers and for a period of time beginning in or aboutAugust 2010, were roommates, and became close personal friends.9. For several years and, most particularly in 2010, after they became roommates,and the first part of 2011, Dweck and Perry spent extensive time together sharing creative ideasand encouraging each other to come forth with creative ideas.2Case 2:11-cv-07057-SD Document 1 Filed 11/10/11 Page 3 of 2510. At some time in 2010 during her senior year at the University of Pennsylvania,Perry had an idea for creating a different kind of laptop charger.11. Consistent with past and ongoing practices, Perry discussed her idea for a wirelesscharger with Dweck, just as they had routinely discussed their respective thoughts and ideas withone another on numerous occasions previously. They sought to encourage one another and touse their collective energies, intelligence, wisdom, and abilities to expand upon their respectivethoughts and ideas and to endeavor to create a useful product.12. After discussing Perry's initial thoughts regarding a potential wireless charger,Dweck and Perry collaborated, brainstormed, and pooled their intellectual and other resources,and worked cooperatively together to see whether the idea could be developed into a marketableconcept and product. They named the concept and the nascent product that they were workingon collectively "uBeam."13. The uBeam product and concept was generated and evolved through Dweck's andPerry's collective and collaborative efforts. They initially proceeded as equals, as partners in theprocess. They held themselves out to others at least during the first five months of 2011 asequals and partners in the process with respect to uBeam.14. Dweck and Perry developed a concept of a uBeam "charge system." That chargesystem would have two components the uBeam Charge Station, which is an apparatus which isplugged into a wall socket and emits energy; and the uBeam Battery Adapter, which is pluggedinto electronic devices and receives and absorbs energy from the Charge Station.15. The uBeam Charge Station is, by way of analogy, like a speaker in a stereosystem except, instead of emitting audio, it emits ultrasound. Ultrasound is a form of soundwhich can ultimately be converted into usable electrical energy. There is potential for ultrasound3Case 2:11-cv-07057-SD Document 1 Filed 11/10/11 Page 4 of 25to be converted into usable energy with the help of an energy converter sometimes referred to orknown as a transducer.16. The uBeam product potentially represents a substantial improvement andadvancement for the electronic industry. The uBeam product, if developed as envisioned byDweck and Perry working together, provides a remote charging modality as an alternative toelectronic charging modalities typically used now plugging electronic equipment into acharger, plugged into an outlet. Perry and Dweck also thought of multiple applicationsincluding, for example, medical applications, for uBeam which were to be included within andprotected by patent and included use of infrasound as a possible alternative to ultrasound.17. The uBeam product and approach has the potential to revolutionize the electronicsindustry.18. The uBeam product and approach has the potential to be worth substantialamounts, likely in the tens of millions of dollars.19. In addition to the work which they did collaboratively and for their benefitcollectively in terms of developing the uBeam product and concept, Dweck and Perry alsocollaborated to develop a marketing strategy. That marketing strategy included, among otherthings, the concept of having both industrial and individual use models of their uBeam product.The industrial model would be intended for robust usage and commercial and public areas,whether coffee shops, book stores, train stations, airports, universities, apartment complexes, orotherwise. The personal model would be intended for single-person use in homes, offices, orsmall businesses.20. At the University of Pennsylvania there was in 2011, and had been during anumber of prior years, a competition or contest known as PennVention. That is a program or4Case 2:11-cv-07057-SD Document 1 Filed 11/10/11 Page 5 of 25competition which is and has been held annually by the Weiss Tech House, which is a hub oftechnological innovation at the University of Pennsylvania. The Weiss Tech House encouragesand supports students in the creation, development, and commercialization of innovativetechnologies.21. Each year, PennVention accepts applications/proposals from those who want toparticipate in the program and have innovative inventions, technologies or services which theywant considered during the competition. Entrants must be interested in and intending to start abusiness for their service or technology.22. Dweck and Perry entered the PennVention competition to be held in April, 2011.They submitted uBeam for evaluation and consideration during the PennVention competition.That submission was made by them as partners, jointly presenting uBeam.23. Prior to the PeimVention Final Competition, Dweck and Perry each spentconsiderable time and energy with respect to various aspects of uBeam including research,development, and creation of business and marketing analyses and proposals or plans. Theyeach benefited from the work of the other and collaborated in their efforts.24. With respect particularly to the PennVention competition, Dweck and Perry eachspent a considerable amount of time and energy, using their abilities, collaborating and preparingfor the presentation to be made. Among other things, they co-authored a business plan whichthey submitted in an early phase or round of the competition. They also co-authored and jointlyprepared their PennVention PowerPoint presentations. They held themselves out to thoseviewing the competition and evaluating the competitors and products as a collaborative team, asequal partners in the process with respect to uBeam. During the competition, they announcedpublicly that they were the "BeamTeam" and that their product was uBeam.5Case 2:11-cv-07057-SD Document 1 Filed 11/10/11 Page 6 of 2525. As a result of their joint effort in developing and presenting uBeam in thePennVention competition, Dweck and Perry won the $5,000.00 First Prize. They also jointly, asa team, received four other awards: the Tapper Innovation Connect Award, with each of themreceiving a round-trip plane ticket to London, hotel accommodations for two nights, $1,000 forexpenses, and a private meeting to discuss their invention and product with the ChiefTechnology Officer and Senior Vice President of Open Innovation at Unilever Plc.; the $3,000Design for Manufacturing Award, awarded by Warminster-based design Circle, Inc.; the QVCConsumer Innovation Award, which included $1,500 in cash and a one-hour meeting with abuyer from the West Chester-based shopping network; and the $500 Audience Choice Award,given out based on a vote by the guests present for the contest finals at the Weiss Tech House.26. Dweck and Perry received those awards and accepted them jointly. Theyreceived them as a team, each as a partner with the other.27. As a result of and from their success in the PennVention competition, the uBeamproduct began receiving publicity in the media. There were favorable articles in the local press,as well as favorable comments on the internet. They and uBeam were also the subject of one ormore radio features.28. Dweck and Perry, as a team, were pleased to receive the positive feedback as itappeared through such publications.29. Dweck and Perry were the co-founders of uBeam the product, the strategy, theinnovative technology, and the opportunity. They held themselves out to others as co-founders.They also held themselves out as equal participants in the project and equal participants availingthemselves of the opportunity before them.6Case 2:11-cv-07057-SD Document 1 Filed 11/10/11 Page 7 of 2530. Dweck and Perry, collectively, recognized that they needed to take appropriatesteps to protect the intellectual property rights relating to uBeam and any derivatives from it.With Perry's knowledge, and agreement, Dweck spent substantial time in that endeavor. Amongother things, Dweck located and hired an attorney specializing in intellectual property rights andobtaining protections for such rights. Through Dweck's and Perry's efforts, patent counsel wasengaged and a provisional patent application for the uBeam product was prepared.31. In accordance with their discussions and agreements, Dweck and Perry,collectively, took steps to protect the uBeam technology.32. They submitted a provisional patent application. Perry signed the provisionalpatent application for their uBeam product which they had presented at PennVention. Perrysigned the provisional patent application on behalf of Dweck and Perry ostensibly to protect theirshared and collective interests in uBeam.33. In the context of preparation and submission of the provisional patent application,Dweck and Perry discussed the assignment of the provisional patent and all right, title, andinterest in uBeam and the technology to an entity which Perry and Dweck would jointly own. InMay 2011, Perry represented, warranted and assured Dweck that that would be done. Theyagreed that the patent would be assigned and transferred to their jointly owned entity.34. Counsel provided the patent documents to Perry for signature to cause theassignment to be made. In late May, 2010, Perry assured Dweck that the rights to the patent hadbeen so assigned. Perry told Dweck that she (Perry) had gone to a notary who had notarized thepatent assignment documents and that she (Perry) had in turn, sent the signed assignmentdocuments to their patent counsel.7Case 2:11-cv-07057-SD Document 1 Filed 11/10/11 Page 8 of 2535. In that same time frame, Dweck took the lead for herself and her partner, Perry, indeveloping a website for uBeam. She acquired domain names, including uBeam.com, anduBeam.org. She hired and paid others who worked with her to develop a website, uBeam.com.36. Initially, Dweck and Perry had used uBeam.org as their website, as someone elseowned uBeam.com. Through Dweck's efforts, they were able to acquire the uBeam.com websiteand thereafter to use it.37. The uBeam.com website was designed, developed, and launched. Perry wasconsulted with, agreed to, and provided input with respect to the website and the information andmaterials to be included on it. Dweck and Perry both provided, approved, and endorsed thecontent and appearance of the uBeam.com website as published.38. The uBeam.com website identifies Dweck and Perry as co-founders ofuBeam.The website includes, among other things, the following statement regarding the co-founders:"they have filed a provisional patent, are securing angel money, and finding the rightmanufacturers to bring uBeam to market. They have created a small-scale proof of conceptmodel, but need better equipment for the actual prototype. Perry and Dweck are in the R&Dphase right now, and anticipate a finalized product by Fall 2011."39. On the website, there is a photograph of Dweck and Perry together. The captionto that photograph states "Meredith Perry (left) and Nora Dweck, with their invention, uBeam."40. The website and statements and representations on it have been available to thepublic for months. Dweck and Perry individually and jointly published materials on the websitefully expecting others to view and rely on information on that website. Among other things,Perry viewed the website as an appropriate tool to promote Dweck and Perry's effort andopportunity with respect to the uBeam product.8Case 2:11-cv-07057-SD Document 1 Filed 11/10/11 Page 9 of 2541. Dweck also created, with the assistance of others, the uBeam logo and uBeambusiness cards for herself and for Ms. Perry, as well as a pamphlet which could be distributed,among other places, at the "All Things Digital" Conference.42. Dweck and Perry were invited to attend a prestigious conference featuringinnovative technologies known as the "All Things Digital" Conference to be held in Palos,Verdes, California, that is often times referred to as the "D Conference." At the D Conference,Dweck and Perry collectively and collaboratively were to have the opportunity to make apresentation of their uBeam product. The purpose of the presentation was, among other things,to stimulate others to provide monies, whether equity, through loan, or otherwise, for furtherresearch, development, and marketing of uBeam.43. In anticipation of their participation in the D Conference, Dweck and Perryconsidered and concluded that it would be advisable for them to present themselves as being partof a formerly established and documented entity, each with a title.44. On May 27, 2011, Perry forwarded to Dweck an Operating Agreement for alimited liability company which she had prepared. According to Perry, the document wasprepared because she "just wanted us to have something for D."45. Perry minimized the importance of the draft limited liability company operatingagreement. In that regard, she wrote to Dweck on May 27, 2011 that "we can make a 'real one'when we have more time to discuss stuff after D."46. In the context of their exchanges and discussions about the limited liabilitycompany and the operating agreement for it, Perry and Dweck also discussed the uBeam productand that the uBeam product would be owned by the limited liability company.9Case 2:11-cv-07057-SD Document 1 Filed 11/10/11 Page 10 of 2547. In the context of the discussions about establishing a limited liability company,Perry told and assured Dweck that the provisional patent, for which documents prepared bypatent counsel were being submitted to the U.S. Patent and Trademark Office in the same timeframe, was being assigned to the limited liability company which was being formed.48. In the context of the discussions about forming a limited liability company andthe operating agreement for it, Perry represented, informed, and assured Dweck that, as a matterof common practice, the primary inventor typically receives a substantially larger stake in a start-up entity than does one who contributed lesser amounts to the invention and/or focused onbusiness, marketing, and other aspects of the enterprise and opportunity. Perry represented toDweck that, in the circumstances as they existed, a person in Perry's position would typicallyhold at least an 80% membership interest and a person in Dweck's position would initially holdno more than a 20% membership interest in the to be formed limited liability company.49. In the context of establishing a limited liability company and an operatingagreement for it, Dweck relied upon Perry's statements, representations, warranties, andcommitments including that Dweck's equity interest would increase and that Perry's equityinterest would decrease ifDweck participated in raising funding for the enterprise.50. The night before Dweck and Perry flew to California for the D Conference, Perryand Dweck signed an operating agreement for uBeam, LLC, a Delaware limited liabilitycompany. At that same time, Perry and Dweck agreed to change the Operating Agreement rightafter the D conference. Perry and Dweck were, and remain as, the sole members of that limitedliability company.51. By agreement between them, Perry became and held herself out as ChiefExecutive Officer of uBeam, LLC and Dweck became and held herself out as Chief Financial10Case 2:11-cv-07057-SD Document 1 Filed 11/10/11 Page 11 of 25Officer of uBeam, LLC. They presented themselves as the co-founders of and the joint ownersof uBeam, LLC.52. Dweck would not have agreed to the establishment of, and would not have agreedto be a member of uBeam, LLC, and would not have agreed to have a 20% membership interestand for Perry to have an 80% membership interest, if she had known or had reason to believethat Perry's representations, statements, conduct and assurances as set forth in Paragraphs 13, 24,26, 29, 32-34, 37-40, and 44-50 were not true and correct.53. Dweck reasonably relied on Perry's representations, statements, commitments,and assurances as set forth in Paragraphs 13, 24, 26, 29, 32-34, 37-40, and 44-50 above.54. The D Conference was scheduled to be held and was held in early June 2011 inRancho Palos Verdes, California.55. Dweck and Perry each worked together, devoting substantial time and energypreparing for the presentation that would be made at the D Conference. They workedcollaboratively in that process.56. In June, 2011, Dweck and Perry attended the D Conference together.57. Consistent with their agreement, at the D Conference, Perry held herself out asChief Executive Officer and Dweck held herself out as Chief Financial Officer. They presentedthemselves as the co-founders and the joint owners ofuBeam, LLC and of the uBeam productand concept.58. As co-founders, they appeared together and presented at the D Conference, in apublic forum, the uBeam product, the concept, and the opportunity. They had with them theworking prototype model which they had developed and they presented that through ademonstration.Case 2:11-cv-07057-SD Document 1 Filed 11/10/11 Page 12 of 2559. USA Today published an online article about Dweck and Perry and theirattendance and presentation at the D Conference. That online article, captioned "Meredith Perry,left, and Nora Dweck at the All Things Digital Conference demonstrating their wireless chargingsystem uBeam." That article was also made available through a link posted on the uBeam.comwebsite.60. After the D Conference, uBeam received additional media attention. Perry wasinterviewed on National Public Radio. At that time, she expressed her view that uBeam, LLC,has the potential to become a billion dollar company. Perry also shared with the listeners thatother companies were seeking or encouraging uBeam, LLC to license its technology to them.61. A number of investors as well as those who provide grant money have expressedan interest in participating in and providing funding for uBeam.62. If introduced into market strategically and efficiently and if the intellectualproperty of the uBeam product and derivatives thereof are protected, uBeam has the potential togenerate significant revenue and profits for Perry and Dweck.63. There are various links and articles on the uBeam website. Among other things,one states that "the uBeam product idea was developed by two recent University of Pennsylvaniagraduates."64. Perry has represented to others that uBeam, LLC owns the technology, theproduct, and the opportunity known and referred to as uBeam. Perry has, upon information andbelief, made any number of presentations in which the fundamental assumption of thepresentation was that uBeam, LLC owns and controls the intellectual property, the technology,product, and opportunity known as uBeam.12Case 2:11-cv-07057-SD Document 1 Filed 11/10/11 Page 13 of 2565. There came a time after the D Conference when Perry began to exclude Dweckfrom matters pertaining to uBeam. Perry has persisted in that course since June, 2011.66. Perry has, to this date, refused and failed to deliver the assignment of theprovisional patent to Dw.'eck or to any Dweck/Perry entity or to otherwise transfer or convey it toDweck or to any Dweck/Perry entity.67. After the D Conference, Perry has taken the position with Dweck that it is she,and she alone, who owns and is entitled to uBeam, the intellectual property, the technologyrelating thereto, and the opportunity presented by it.68. Perry has also failed and refused, notwithstanding requests from Dweck, toprovide to Dweck basic information requested regarding Perry's activities purportedly on behalfof uBeam, LLC. Perry has consciously and intentionally withheld that information, without anyproper basis for doing so.69. Perry deleted, removed, or limited or cut offDweck's access to various files fromthe uBeam, LLC shared Dropbox folder.70. Perry has failed and to date refused to provide an accounting of uBeam, LLC'saccounts including a listing of assets and revenues or information as to expenses and costs.Perry has failed to provide any assurance that uBeam's books and records are being maintainedat all, let alone properly maintained.71. Perry has threatened to dissolve uBeam, LLC without any justifiable reason.72. Dweck provided written notice to Perry of concerns that she has regarding Perry'sconduct including, among other things, Perry's failure and refusal to assign and deliver theassignment of the provisional patent, Perry's failure and refusal to provide Dweck information towhich she is entitled, and Perry's wrongful efforts to exclude Dweck and deprive her of13Case 2:11-cv-07057-SD Document 1 Filed 11/10/11 Page 14 of 25information. Dweck has similarly made demand on Perry to initiate suit on behalf of uBeam,LLC for, among other things, breach of fiduciary duty, fraud, and misrepresentation, deceit,misappropriation, and for specific performance, injunctive relief, and otherwise as is appropriate.73. On August 4, 2011, the day after Dweck demanded that Perry conduct or cause tobe conducted an appropriate investigation with respect to Perry's alleged wrongdoing, Perryinformed Dweck that she had conducted an investigation and found no wrongdoing. Perryrefused in writing Dweck's demand that uBeam, LLC sue Perry for appropriate relief.COUNT I(Declaratory Judgment)74. Dweck restates and incorporates herein by reference Paragraphs 1-42, 54-56, 58-59, 61-63, and 65-67 above as though fully set forth here.75. By reason of the foregoing, Dweck and Perry, from the beginning of theircollaboration before PennVention, have been partners in a de facto partnership. That partnershiphas not been dissolved and continues. That partnership is hereinafter referred to as the "Dweck-Perry Partnership."76. The Dweck-Perry Partnership owns uBeam including, but not necessarily limitedto, entitlement to all rights, title, interest in or to, rights to use, profits from, inventory, accountsreceivable, chattel, paper, proceeds of collateral, and products of collateral, pertaining to theuBeam product and concept; the patent application and any and all patents issued therefrom, anydivisional patent applications or continuations of the patent application for the technology andany patents issued therefrom; the uBeam technology and intellectual property; the uBeam mark;the uBeam website and domain name; and any and all derivatives of any of the foregoing(collectively "uBeam Property")14Case 2:11-cv-07057-SD Document 1 Filed 11/10/11 Page 15 of 2577. Perry and Dweck are the only partners in the Dweck-Perry Partnership. Eachowns a 50% interest therein.78. Perry and Dweck and each of them are general partners and managers in and ofthe Dweck-Perry Partnership, and have been since it first came into being.79. Perry, as a manager and as a general partner in the Dweck-Perry Partnership,owes fiduciary duties to Dweck and to the Dweck-Perry Partnership.80. There is an actual controversy between Dweck and Perry regarding whether thePartnership exists and, if so, their respective rights in the Partnership, their respective obligationsas general partners and managers in the Partnership, and with respect to the uBeam Propertyowned by the Partnership.81. Resolution of the controversy and dispute between Dweck and Perry with respectto the matters addressed in this Count is necessary to ensure that Dweck and the Dweck-PerryPartnership's rights are adequately protected.82. As a result of the actual controversy between the parties and Perry's refusal toacknowledge the Dweck-Perry Partnership and the parties' respective rights and obligations, theDweck-Perry Partnership and Dweck have suffered and continue to suffer damage.83. Without a judicial declaration of the respective rights of the parties and theDweck-Perry Partnership, Dweck and the Dweck-Perry Partnership will continue to sufferdamage.WHEREFORE, Plaintiff, Nora L. Dweck, respectfully prays for entry ofjudgment:A. Declaring that:The Dweck-Perry Partnership exists, with Dweck and Perry as equalgeneral partners in a partnership; and(ii) The Partnership owns the uBeam Property (as defined); and15Case 2:11-cv-07057-SD Document 1 Filed 11/10/11 Page 16 of 25(iii) Perry owes fiduciary duties to the Dweck-Perry Partnership and to Dweckincluding, but not limited to, duties of due care, loyalty, candor, fulldisclosure, good faith, and fair dealing; and(iv) The Partnership owns the pending patent application and/or provisionalpatent relating to the uBeam product and concept; and(v) Dweck is entitled to an accounting from Perry respecting all materialbusiness and activities pertaining to the uBeam product and uBeamconcept since June 1, 2010; and(vi) Such further declarations as the Court deems to be just and proper; andB. Awarding to Dweck her attorney's fees, expenses and costs; andC. Granting to Dweck such other and further relief as the Court deems to be just andproper.COUNT II(Breach of Fiduciary Duty)(Brought by Dweck Individually and on behalf of the Dweck-Perry Partnership)84. Dweck restates and incorporates herein by reference Paragraphs 1-42, 54-56, 58-59, 61-63, 65-67 and 74-83 above as though fully set forth here.85. Perry, as a general partner and manager in the Dweck-Perry Partnership, owesfiduciary duties to Dweck and to the Dweck-Perry Partnership.86. Perry has breached her fiduciary duties to Dweck and the Dweck-PerryPartnership by, among other things: failing and refusing to assign, transfer, or otherwise deliverto the Dweck-Perry Partnership the uBeam Property including the uBeam intellectual propertyand rights, title, interest, and patent with respect thereto; failing to disclose to and withholdingfrom Dweck material information; making misrepresentations regarding the enterprise; andmaking misrepresentations to Dweck regarding Perry's intentions with respect to developing theuBeam Property and future ownership of same.87. As a result of Perry's breaches of fiduciary duty, Dweck and the Dweck-PerryPartnership have each sustained damages and are likely hereafter to continue to suffer damages.16Case 2:11-cv-07057-SD Document 1 Filed 11/10/11 Page 17 of 2588. In breaching her fiduciary duties, as alleged herein, Perry has acted wantonly,willfully, maliciously, with knowledge, and with reckless disregard for Dweck's and the Dweck-Perry Partnership's rights.89. Dweck has previously demanded that Perry conduct a proper investigation andtake action against herself with respect to these matters, and Perry has declined to do so. In anyevent such demand would be futile.WHEREFORE, Plaintiff, Nora L. Dweck, individually and on behalf of the Partnership,respectfully prays for entry ofjudgment in Plaintiff s favor and against Defendant, MeredithPerry, for actual damages of $1,000,000, or such greater amount as is proven at trial, for punitivedamages of $1,000,000 or such other amount as is determined at trial, for attorney's fees,expenses, and costs incurred by Plaintiff, and for such other and further relief as is just andproperCOUNT III(Breach of Contract)90. Dweck restates and incorporates herein by reference Paragraphs 1-42, 54-56, 58-59, and 61-63, above as though fully set forth here.91. Dweck and Perry entered into an agreement whereby the uBeam Property was tobe equally owned by each of them, with any and all assignments and transfers to be undertakento ensure that that would be the case.92. That agreement, although not in writing, was reached through the parties oralcommunications and by their deeds and acts.17Case 2:11-cv-07057-SD Document 1 Filed 11/10/11 Page 18 of 2593. Perry has failed and refused to fulfill her contractual obligations and undertakings.Perry has, instead, claimed the uBeam Property as her own and denied Dweck her rights withrespect thereto.94. As a result of Perry's breaches of contract, Dweck has to date suffered and willhereafter suffer damages in an amount to be determined at trial.WHEREFORE, Plaintiff, Nora L. Dweck, respectfully prays that judgment be entered inher favor and against Defendant, Meredith Perry, for compensatory damage, in an amount to bedetermined at trial, that she be awarded her attorney's fees, expenses, and costs, and that she beawarded such other and further relief as is just and proper.COUNT IV(Breach of Contract Specific Performance)95. Dweck restates and incorporates herein by reference Paragraphs 1-42, 54-56, 58-59, 61-63, and 90-94, above as though fully set forth here.96. Dweck is entitled to an equal ownership interest with Perry in the uBeamProperty.97. Unless Perry is required to deliver to Dweck her ownership interest and toacknowledge Dweck's rights, Dweck will suffer harm for which there is no adequate remedy atlaw.98. As a matter of equity, specific performance should be ordered requiring Perry todeliver, convey, transfer, and assign uBeam Property to Dweck such that Dweck and Perry eachown a 50% interest therein.WHEREFORE, Plaintiff, Nora L. Dweck, respectfully prays that the Court enter anorder requiring Defendant, Meredith Perry, to specifically perform her obligations by conveying,18Case 2:11-cv-07057-SD Document 1 Filed 11/10/11 Page 19 of 25assigning, transferring, and otherwise delivering to Dweck, through appropriate documentation, a50% ownership interest in the uBeam Property, that the Court award to Plaintiff, Nora L. Dweck,her attorney's fees, expenses, and costs, and that the Court award to Plaintiff, Nora L. Dweck,such other and further relief as the Court deems to be just and proper.COUNT V(Fraud/Fraudulent Inducement)99. Dweck restates and incorporates herein by reference Paragraphs 1-73 above asthough fully set forth here.100. With respect to and in the context of discussions leading up to the formation ofuBeam, LLC, Perry made statements and representations, as set forth in Paragraphs 13, 24, 26,29, 32-34, 37-40, and 44-50, above, which she knew at the time were not true. With respect toand in the context of discussions leading to the formation of uBeam, LLC, Perry madecommitments which she had no intention of keeping or fulfilling then or in the future, which riseto the level of and are the equivalent of fraudulent misrepresentation, including that which is setforth in Paragraphs 33-34 and 44-50 above.101. Perry made the misrepresentations, statements, and commitments referred to inthis Count intending and seeking to induce Dweck's reliance thereon and intending and seekingto induce Dweck to agree to the formation of uBeam, LLC and reducing her ownership positionand interest in uBeam, LLC, by accepting a lesser membership interest in uBeam, LLC.102. Dweck reasonably relied on Perry's misrepresentations, statements, andcommitments, just as Perry sought. Dweck relied on such to her disadvantage and harm.103. In so conducting herself toward Dweck, Perry acted wantonly, willfully, andmaliciously, knowingly, and with reckless disregard for Dweck's rights.19Case 2:11-cv-07057-SD Document 1 Filed 11/10/11 Page 20 of 25104. As a result of Perry's fraudulent conduct, Dweck has suffered and will hereaftersuffer damages.WHEREFORE, Plaintiff, Nora L. Dweck, respectfully prays that judgment be entered inher favor and against Defendant, Meredith Perry, for compensatory damages in an amount to bedetermined at trial, but reasonably believed to be not less than $1,000,000, for punitive damagesof $1,000,000 or such other amount as is determined at trial, for her attorney's fess, expenses,and costs, and for such other and further relief as is just and proper.COUNT VI(Fraud Rescission)105. Dweck restates and incorporates herein by reference Paragraphs 1-73 and 99-104above as though fully set forth here.106. In the alternative, Dweck seeks rescission of uBeam, LLC and all formationdocuments with respect thereto.WHEREFORE, Plaintiff, Nora L. Dweck, respectfully prays that judgment be entered inher favor and declaring that uBeam, LLC is null and void and of no force and effect and wasvoid ab initio, and that the Court award to Plaintiff, Nora L. Dweck, such other and further reliefas the Court deems to be just and proper.COUNT VII(Breach of Fiduciary Duty)(Brought by Dweck Individually and on Behalf of uBeam, LLC)107. Dweck restates and incorporates herein by reference Paragraphs 1-73 above asthough fully set forth here.20Case 2:11-cv-07057-SD Document 1 Filed 11/10/11 Page 21 of 25108. Perry, as manager and member of uBeam, LLC, owes fiduciary duties to Dweckand to uBeam, LLC.109. Perry has breached her fiduciary duties to Dweck and uBeam, LLC, among otherthings: failing and refusing to assign, transfer, or otherwise deliver to uBeam, LLC the uBeamProperty, including the uBeam intellectual property and rights, title, interest, and patent withrespect thereto; failing to disclose to and withholding from Dweck material information; andmaking misrepresentations regarding the enterprise.110. As a result of Perry's breaches of fiduciary duty, Dweck and uBeam, LLC havesustained damages and are likely hereafter to continue to suffer damages.111. In breaching her fiduciary duties as alleged herein, Perry has acted wantonly,willfully, maliciously, with knowledge, and with reckless disregard for Dweck's and uBeam,LLC's rights.112. Dweck, individually and on behalf of uBeam, LLC has previously demanded thatPerry conduct a proper investigation and take action against herself with respect to these matters,and Perry has declined to do so. In any event such demand would be futile.WHEREFORE, Plaintiff, Nora L. Dweck, individually and on behalf of uBeam, LLC,respectfully prays for entry ofjudgment in Plaintiff s favor and against Defendant, MeredithPerry, for actual damages of $1,000,000, or such greater amount as is proven at trial, for punitivedamages of $1,000,000 or such other amount as is determined at trial, for attorney's fees,expenses, and costs incurred by Plaintiff, and for such other and further relief as is just andproper.21Case 2:11-cv-07057-SD Document 1 Filed 11/10/11 Page 22 of 25COUNT VIII(Breach of Fiduciary Duty Specific Performance)(Brought by Dweck Individually and on behalf of uBeam LLC)113. Dweck restates and incorporates herein by reference Paragraphs 1-73 and 108-112above as though fully set forth here.114. uBeam LLC is entitled ownership of the uBeam Property.115. Unless Perry is required to transfer to uBeam, LLC the uBeam Property and toacknowledge Dweck's rights as a 50% owner thereof, Dweck and uBeam LLC will suffer harmfor which there is no adequate remedy at law.116. As a matter of equity, specific performance should be ordered requiring Perry todeliver, convey, transfer, and assign the uBeam Property to uBeam, LLC and to acknowledgeand agree that Dweck is a 50% member therein.WHEREFORE, Plaintiff, Nora L. Dweck, respectfully prays that the Court enter anorder requiring Defendant, Meredith Perry, to specifically perform her obligations by conveying,assigning, transferring, and otherwise delivering to uBeam, LLC, through appropriatedocumentation, the uBeam Property and to acknowledge and agree that Dweck is a 50% ownertherein, that the Court award to Plaintiff, Nora L. Dweck, her attorney's fees, expenses, andcosts, and that the Court award to Plaintiff, Nora L. Dweck such other and further relief as theCourt deems to be just and proper.COUNT IX(Conversion)(Brought by Dweck Individually and on behalf of the Dweck-Perry Partnership)117. Dweck restates and incorporates herein by reference Paragraphs 1-59, 61, 65-70and 74-89 above as though fully set forth here.22Case 2:11-cv-07057-SD Document 1 Filed 11/10/11 Page 23 of 25118. Perry has claimed sole ownership of and all right, title, and interest in and to theuBeam Property, to the exclusion of Dweck and the Dweck-Perry Partnership.119. Perry has failed and refused to assign or otherwise transfer the uBeam Property toDweck and/or the Dweck-Perry Partnership.120. Perry has exercised and continues to exercise wrongful dominion and control overthe uBeam Property owned by her and Dweck. Dweck on her own behalf and on behalf of theDweck-Perry Partnership demanded assignment and delivery of the uBeam Property.Notwithstanding demand, Perry has failed and refused to do so.121. Perry's acts and omissions as alleged in this Count were done wantonly, willfully,maliciously, and with reckless disregard for Dweck's and the Dweck-Partnership's rights.WHEREFORE, Plaintiff, Nora L. Dweck, respectfully prays that judgment be entered inher favor and against Defendant, Meredith Perry for compensatory damages in an amount to bedetermined at trial, but reasonably believed to be at least $1,000,000, plus punitive damages of$1,000,000 or such other amount as is determined at trial, plus attorney's fees, expenses, andcosts, and such other and further relief as is just and proper.COUNT X(Conversion)(Brought by Dweck Individually and on behalf of uBeam, LLC)122. Dweck restates and incorporates herein by reference Paragraphs 1-73 and 107-112as though fully set forth here.123. Perry has claimed sole ownership of and all right, title, and interest in and to theuBeam Property, to the exclusion of Dweck and uBeam, LLC.124. Perry has failed and refused to assign or otherwise transfer the uBeam Property toDweck and/or uBeam, LLC.23Case 2:11-cv-07057-SD Document 1 Filed 11/10/11 Page 24 of 25125. Perry has exercised and continues to exercise wrongful dominion and control overthe uBeam Property. Dweck on her own behalf and on behalf ofuBeam, LLC demandedassignment and delivery of the uBeam Property. Notwithstanding demand, Perry has failed andrefused to do so.126. Perry's acts and omissions as alleged in this Count were done wantonly, willfully,maliciously, and with reckless disregard for Dweck's and uBeam, LLC's rights.WHEREFORE, Plaintiff, Nora L. Dweck, respectfully prays that judgment be entered inher favor and against Defendant, Meredith Perry for compensatory damages in an amount to bedetermined at trial, but reasonably believed to be at least $1,000,000, plus punitive damages of$1,000,000 or such other amount as is determined at trial, plus attorney's fees, expenses, andcosts, and such other and further relief as is just and proper.24Case 2:11-cv-07057-SD Document 1 Filed 11/10/11 Page 25 of 25JURY DEMANDPlaintiff, Nora L. Dweck, respectfully demands trial by jury as to all claims, issues, andmatters properly triable to a jury in this case.Dated: November 10, 2011 Respectfully submitted,0DR Pl ER BIDDLE & REATiLLPA A. 41lAlrna--. Lesovitz fOne Logan Square18th & Cherry StreetsPhiladelphia, PA 19103-6996Telephone: (215)988-2700Facsimile: (215)988-2757Email: email@example.comAllen V. FarberDRINKER BIDDLE & REATH LLP1500 K Street, N.W.,Suite 1100Washington, D.C. 20005Telephone: 202/230-5154Telecopier: firstname.lastname@example.orgJohn D.V. FermanDRINKER BIDDLE & REATH LLP1500 K Street, N.W.,Suite 1100Washington, D.C. 20005Telephone: 202/842-8800Telecopier: 202/842-8465John.Ferman@dbr.comCounsel for Plaintiff Nora Lily Dweck25FOR OFFICE USE ONLY CsAA-1X14---/Case 2:11-cv-07057-SD Document 1-1 Filed 11/10/11 Page 1 of 3QesIS 44 (Rev. 12/07) CIVIL COVER SHEETThe JS 44 civil cover sheet and the information contained herein neither replace nor supplement the filing and service ofpleadings orother papers as required by law, except as providedby local rules ofcourt This form, approved by the Judicial Conference of the United States in September 1974, is required for thc use of the Cleric of Court for thc purpose of initiatingthe civil docket sheet. (SEE INSTRUCTIONS ON THE REVERSE OF THE FORM.)I. (a) PLAINTIFFS DEFENDANTSOvveck, Nora L. Perry, Meredith E.(b) County of Residence ofFirst Listed Plaintiff Los Angeles, CA County of Residence of First Listed Defendant Somerset, NJ(EXCEPT IN U.S. PLAINTIFF CASES) (IN U.S. PLAINTIFF CASES ONLY)NOTE: IN LAND CONDEMNATION CASES. USE THE LOCATION OF THELAND INVOLVED.(0 Attorney's (Firm Name, Address, and Telephone Number) Attorneys (If Known)Drinker Biddle & Reath, LLP, One Logan Square, Ste. 200,Philadelphia, PA 19103-6906; Anna F. Lesovitz IIIII. BASIS OF JURISDICTION (Place an "X" in One Box Only) III. CITIZENSHIP OF PRINCIPAL PARTIES(Place an "X" in One Box for Plaintiff(For Diversity Cases Only) and One Box for Defendant)O 1 U.S. Government 0 3 Federal Question PTE DEF PTF DEEPlaintiff (U.S. Government Not a Party) Citizen of This State 0 1 CI I Incorporated or Principal Place 0 4 0 4of Business In This State0 2 U.S. Government 181 4 Diversity Citizen ofAnother State Cg 2 181 2 Incorporated and Principal Place 0 5 CI 5Defendant of Business In Another Stale(indicate Citizenship of Parties in ltem III)Citizen or Subject ofa CI 3 0 3 Foreign Nation 0 6 0 6Foreign CountryTAT NI A TT TIM CM QT TIT 1111.xt,...v^ rl.... ra rs..I.A.j..., .;e.RorqrpRik..-1:::, n,,,,,,,, ..T.;, :trOints,,,,i, 1.1ign,ii::::::::itulast,,,ctr, 4TORREITUREIBENATIITY4'4"c,'"i'ii'll'AN-36:141PTCY.,,,,,,,,, i,,, OTHEItiSTATAITESL'..'ii, :iO 110 Insurance PERSONAL INJURY PERSONAL INJURY 0 610 Agriculture 0 422 Appeal 28 USC 158 0 400 State ReapportionmentO 120 Marine 0 310 Airplane o 362 Personal Injury 0 620 Other Food & Drug CI 423 Withdrawal CT 4l0 AntitrustO 130 Miller Act 0 315 Airplane Product Med. Malpractice 0 625 Drug Related Seizure 28 USC 157 CI 430 Banks and BankingO 140 Negotiable Instrument Liability 0 365 Personal Injury of Property 21 USC 881 0 450 Commerce0 150 Recovery of Overpayment 0 320 Assault, Libel & Product Liability CI 630 Liquor Laws,tits..-dPROPERTACtRJOITTSr, 0 460 Deportation&Enforcement oftudgment Slander 0 368 Asbestos Personal 0 640 R.R. & Truck 0 820 Copyrights CI 470 Racketeer Influenced and0 151 Medicare Act 0 330 Federal Employers' Injury Product 0 650 Airline Regs. 0 830 Patent Corrupt OrganizationsO 152 Recovery of Defaulted Liability Liability 0 660 Occupational Cf 840 Trademark 0 480 ConsumerCredit'Student Loans 0 340 Marine PERSONAL PROPERTY Safety/Health 0 490 Cable/Sat TV(Excl. Veterans) 0 345 Marine Product 0 370 Other Fraud CI 690 Other 0 810 Selective ServiceO 153 Recovery ofOverpayment Liability 0 371 Truth in Lending, 60aisnitititt.4ri13IATIOWtgitiittrigii79 rici4SOGIAVSEOUkITY,.CI 850 Securities/Commodities/ofVeteran's Benefits 0 350 Motor Vehicle 0 380 Other Personal 0 710 Fair Labor Standards 0 861 H1A (1395ff) Exchange10 160 Stockholders' Suits 0 355 Motor Vehicle Property Damage Act 0 862 Black Lung (923) 0 875 Customer ChallengeR 190 Other Contract Product Liability 0 385 Property Damage 01 720 Labor/Mgmt. Relations 0 863 DIWC/DIWW (405(g)) 12 USC 3410O 195 Contract Product Liability 0 360 Other Personal ProductLiability 0 730 Labor/Mgmt.Reporting CI 864 SSD Title XVI CI 890 Other Statutory ActionsO 196 Franchise Injury & Disclosure Act 3 .865 RS1 (405(g)) 0 891 Agricultural ActsF. i,,, ALD/ROFERTN111:::: i1itilti.E.CIVIERTGIITSSiiiiitiggii 3Z6qISONERRE1F1TI6jNVK' CI 740 Railway Labor Act .1DtiTEDERiti.iiElAiSHITStit.'-i 13 892 Economic Stabilization Act0 210 Land Condemnation 0 441 Voting C/ 510 Motions to Vacate CI 790 Other Labor Litigation 0 870 Taxes (U.S. Plaintiff El 893 Environmental Matters0 220 Foreclosure 0 442 Employment Sentence 0 791 Empl. Ret. inc. or Defendant) 0 894 Energy Allocation Act0 230 Rent Lease & Ejectment 0 443 Housing/ Habeas Corpus: Security Act 0 871 IRSThird Party 0 895 Freedom of Information0 240 Torts to Land Accommodations 0 530 General 26 USC 7609 Act0 245 Tort Product Liability 0 444 Welfare 0 535 Death Penalty ::::;:::.;:igtitIMMilgRATIONti.":1;T:H:.".. CI 900Appeal of Fee Determination0 290 All Other Real Property CI 445 Amer. w/Disabilities 0 540 Mandamus & Other 6 462 Naturalization Application Under Equal AccessEmployment 0 550 Civil Rights CI 463 Habeas Corpus to JusticeO 446 Amer. w/Disabilities 0 555 Prison Condition Alien Detainee 0 950 Constitutionality ofOther 0 465 Other Immigration State StatutesO 440 Other Civil Rights ActionsV. ORIGIN (Place an "X" in One Box Only) Appeal to DistrictCiI 1 Original El 2 Removed from CI 3 Remanded from 0 4 Reinstated or 0 CI 6 Multidistrict El 7 Jude fromg Transferred fromProceeding State Court Appellate Court Reopened anotherdistrict(snecifv) Litigation JudgmentMagistrateCiAtI15 IScCiii,Blute under which you arc filing (Do not cite jurisdictional statutes unless diversity):VI. CAUSE OF ACTION Brief description of cause:VII. REQUESTED IN El CHECK IF THIS IS A CLASS ACTION DEMAND S CHECK YES only if demanded in complaint:COMPLAINT: UNDER F.R.C.P. 23 1, 000,000.00 JURY DEMAND: a Yes 0 NoVIII. RELATED CASE(S)(See instructions):IF ANY JUDGE DOCKET NUMBERDATE 7"7)... SIGNATURE OF ATTORaY OF RECORD.11/10/11RECEIPT AMOUNT APPLYING IFP 3i9E MAG. JUDGECase 2:11-cv-07057-SD Document 1-1 Filed 11/10/11 Page 2 of 3IN THE UNITED STATES DISTRICT COURTFOR THE EASTERN DISTRICT OF PENNSYLVANIACASE MANAGEMENT TRACK DESIGNATION FORMDWECK, NORA L. CIVIL ACTIONV.PERRY, MEREDITH E. NO.In accordance with the Civil Justice Expense and Delay Reduction Plan of this court, counsel forplaintiff shall complete a Case Management Track Designation Form in all civil cases at the time offiling the complaint and serve a copy on all defendants. (See 1:03 of the plan set forth on the reverseside of this form.) In the event that a defendant does not agree with the plaintiff regarding saiddesignation, that defendant shall, with its first appearance, submit to the clerk of court and serve onthe plaintiff and all other parties, a Case Management Track Designation Form specifying the trackto which that defendant believes the case should be assigned.SELECT ONE OF THE FOLLOWING CASE MANAGEMENT TRACKS:(a) Habeas Corpus Cases brought under 28 U.S.C. 2241 through 2255.(b) Social Security Cases requesting review of a decision of the Secretary ofHealthand Human Services denying plaintiff Social Security Benefits.(c) Arbitration Cases required to be designated for arbitration under Local Civil Rule 53.2.(d) Asbestos Cases involving claims for personal injury or property damage fromexposure to asbestos.(e) Special Management Cases that do not fall into tracks (a) through (d) that arecommonly referred to as complex and that need special or intense management bythe court. (See reverse side of this form for a detailed explanation of specialmanagement cases.)(f) Standard Management Cases that do not fall into any one of the other tracks. X)11/10/11 Anna F. Lesovitz Plaintiff, Nora L. DweckDate Attorney-at-law Attorney for215-988-1115 715-988-2757 anna.lesoviteadbr.comTelephone FAX Number E-Mail Address(Civ. 660) 10/02Transaction:Case 2:11-cv-07057-SD Document 1-1 Filed 11/10/11 Page 3 of 3UNITED STATES DISTRICT COURTFOR THE EASTERN DISTRICT OF PENNSYLVANIA DESIGNATION FORM to be used by counsel to indicate the category of the case for the purpose ofassignment to appropriate calendar.Address of Plaintiff: 4615 Oceanfront Walk, Marina del Rey, California 90292Address of Defendant: 83 Berkley Avenue, Belle Mead, New Jersey 08502Place of Accident, Incident or(Use Reverse Side For Additional Space)Does this civil action involve a nongovernmental corporate party with any parent corporation and any publicly held corporation owning 10% or more of its stock?(Attach two copies of the Disclosure Statement Form in accordance with Fed.R.Civ.P. 7.1(a)) Yes NogDoes this case involve multidistrict litigation possibilities? Yesp NoDEgRELATED CASE, IF ANYCase Number: Judge Date Terminated:Civil cases are deemed related when yes is answered to any of the following questions:I. Is this case related to property included in an earlier numbered suit pending or within one year previously terminated action in this court?Yesp NoKI2. Does this case involve the same issue of fact or grow out of the same transaction as a prior suit pending or within one year previously terminatedaction in this court?YesEl Nogg3. Does this case involve the validity or infringement of a patent already in suit or any earlier numbered case pending or within one year previouslyterminated action in this court? Yes No/II4. Is this case a second or successive habeas corpus, social security appeal, or pro se civil rights case filed by the same individual?YesD NoMCIVIL: (Place V in ONE CATEGORY ONLY)A. Federal Question Cases: B. Diversity Jurisdiction Cases:I. El Indemnity Contract, Marine Contract, and All Other Contracts I. LI Insurance Contract and Other Contracts2. El FELA 2. 0 Airplane Personal Injury3. 0 Jones Act-Personal Injury 3. El Assault, Defamation4. 0 Antitrust 4, El Marine Personal Injury5. 0 Patent 5. 0 Motor Vehicle Personal Injury6. El Labor-Management Relations 6. 0 Other Personal Injury (Pleasespecify)7. 0 Civil Rights 7. 0 Products Liability8. 0 Habeas Corpus 8. 0 Products Liability Asbestos9. El Securities Act(s) Cases 9. 0 All other Diversity Cases10. 0 Social Security Review Cases (Please specify)11. 0 All other Federal Question Cases(Please specify)ARBITRATION CERTIFICATION(Check Appropriate Category)1, Anna F. Lesovitz, counsel of record do hereby certify:XI Pursuant to Local Civil Rule 53.2, Section 3(c)(2), that to the best of my knowledge and belief, the damages recoverable in this civil action case exceed the sum of$150,000.00 exclusive of interest and costs;Xi Relief other than monetary damages is s. ght.DATE: 11/10/11 A.A 201161Attorney-at-Law Attorney I, D.#NOTE: A trial de novo will b- ial by jury only if threbas b- compliance with F.R.C.P. 38.I certify that, to my knowledge, the within c ot related to any case now pending or within one year previously terminated action in this courtexcept as noted above.IDATE: 11/10/11 201161Attorney-at-La Attorney I.D.#CIV. 609 (6/08)