Filing # 195871480 E-Filed 04/10/2024 10:35:15 AM
`
`IN THE CIRCUIT COURT OF THE 11TH
`JUDICIAL CIRCUIT, IN AND FOR
`MIAMI-DADE COUNTY, FLORIDA
`
`
`
`CASE NO. __________
`
`
`
`
`
`
`
`
`SEEGENE USA, INC. f/k/a SEEGENE
`TECHNOLOGIES, INC., a Delaware profit
`corporation,
`
`
`v.
`
`INGENIOUS PERSONALIZED MEDICINE,
`LLC, a Florida limited liability company, and
`COMPASS HEALTH SYSTEMS, P.A., a
`Florida profit corporation,
`
`Defendants.
`
` ___________________________________ /
`
`Plaintiff,
`
`
`
`COMPLAINT
`
`Plaintiff, Seegene USA, Inc. f/k/a Seegene Technologies, Inc. (“Seegene”), by and through
`
`undersigned counsel, sues Defendants, Ingenious Personalized Medicine, LLC (“Ingenious”) and
`
`Compass Health Systems, P.A. (“Compass”), (collectively “Defendants”) and states as follows:
`
`NATURE OF ACTION
`
`1.
`
`This is an action for breach of contract, account stated, and unjust enrichment,
`
`arising out Defendants’ failure to pay for medical supplies provided by Seegene.
`
`PARTIES, JURISDICTION AND VENUE
`
`2.
`
`Plaintiff, Seegene, is a Delaware profit corporation with its principal place of
`
`business in Irvine, California.
`
`3.
`
`Defendant, Ingenious, is a Florida limited liability company with its principal place
`
`of business at 1065 NE 125th Street, Suite 300, North Miami, Florida 33161.
`
`
`12644576
`
`
`
`
`IN THE CIRCUIT COURT OF THE 11TH
`JUDICIAL CIRCUIT, IN AND FOR
`MIAMI-DADE COUNTY, FLORIDA
`
`
`
`CASE NO. __________
`
`
`
`
`
`
`
`
`SEEGENE USA, INC. f/k/a SEEGENE
`TECHNOLOGIES, INC., a Delaware profit
`corporation,
`
`
`v.
`
`INGENIOUS PERSONALIZED MEDICINE,
`LLC, a Florida limited liability company, and
`COMPASS HEALTH SYSTEMS, P.A., a
`Florida profit corporation,
`
`Defendants.
`
` ___________________________________ /
`
`Plaintiff,
`
`
`
`COMPLAINT
`
`Plaintiff, Seegene USA, Inc. f/k/a Seegene Technologies, Inc. (“Seegene”), by and through
`
`undersigned counsel, sues Defendants, Ingenious Personalized Medicine, LLC (“Ingenious”) and
`
`Compass Health Systems, P.A. (“Compass”), (collectively “Defendants”) and states as follows:
`
`NATURE OF ACTION
`
`1.
`
`This is an action for breach of contract, account stated, and unjust enrichment,
`
`arising out Defendants’ failure to pay for medical supplies provided by Seegene.
`
`PARTIES, JURISDICTION AND VENUE
`
`2.
`
`Plaintiff, Seegene, is a Delaware profit corporation with its principal place of
`
`business in Irvine, California.
`
`3.
`
`Defendant, Ingenious, is a Florida limited liability company with its principal place
`
`of business at 1065 NE 125th Street, Suite 300, North Miami, Florida 33161.
`
`
`12644576
`
`
`
`
`4.
`
`Defendant, Compass, is a Florida corporation with its principal place of business at
`
`1065 NE 125th Street, Suite 300, North Miami, Florida 33161.
`
`5.
`
`Ingenious and Compass have the same principal place of business and directors and
`
`officers. Both companies are operated by the same principal, Scott Segal, and are otherwise
`
`inextricably intertwined with respect to the operation of their business.
`
`6.
`
`This Court has subject matter jurisdiction inasmuch as the amount in controversy
`
`exceeds $50,000.00, and the actions alleged herein accrued in Miami-Dade County, Florida.
`
`7.
`
`Venue is proper in Miami County, Florida as Defendants conduct business in
`
`Miami-Dade County and the causes of action alleged herein accrued in Miami-Dade County,
`
`Florida.
`
`GENERAL ALLEGATIONS
`
`8.
`
`In or about September of 2020, Seegene entered into an oral contract with
`
`Defendants to provide certain COVID-19 related medical supplies in exchange for payment (the
`
`“Agreement”).
`
`9.
`
`Pursuant to the Agreement, the Seegene and Defendants agreed that (i) Compass
`
`would place orders for certain medical supplies with instructions that the ordered supplies be
`
`shipped to Ingenious, (ii) Seegene would ship the ordered medical supplies to Ingenious along
`
`with a corresponding invoice for the shipped goods, and (iii) Ingenious would be responsible for
`
`rendering payment for the invoiced medical supplies within 30 days of the date of the invoice.
`
`10.
`
`Pursuant to the terms of the Agreement and following corresponding orders from
`
`Compass, Seegene shipped the ordered medical supplies and submitted the following invoices to
`
`Ingenious (collectively, the “Unpaid Invoices”) attached as Composite Exhibit “A”:
`
`
`
`12644576
`
`
`-2-
`
`
`
`a.
`
`b.
`
`c.
`
`d.
`
`e.
`
`f.
`
`g.
`
`h.
`
`i.
`
`j.
`
`k.
`
`l.
`
`Invoice number 2034 dated December 31, 2020 in the amount of $84,211.50;
`
`Invoice number 2112 dated January 6, 2021 in the amount of $65,500.00;
`
`Invoice number 2106 dated January 29, 2021 in the amount of $ $768.46;
`
`Invoice number 2127 dated February 2, 2021 in the amount of $26,150.00;
`
`Invoice number 2139 dated February 8, 2021 in the amount of $52,150.00;
`
`Invoice number 2140 dated February 8, 2021 in the amount of $84,720.94;
`
`Invoice number 2197 dated March 8, 2021 in the amount of $35,366.00;
`
`Invoice number 2216 dated March 12, 2021 in the amount of $26,100.00;
`
`Invoice number 2258 dated March 26, 2021 in the amount of $3,729.64;
`
`Invoice number 02274 dated April 19, 2021 in the amount of $71,132.00;
`
`Invoice number 02298 dated April 29, 2021 in the amount of $58,936.00; and
`
`Invoice number 02324 dated April 30, 2021 in the amount of $70,580.56.
`
`11.
`
`The Unpaid Invoices required payment of each invoice within thirty (30) days of
`
`the date of the invoice.
`
`12.
`
`As of the date of this Complaint, the principal amount Defendants owe Seegene
`
`under the Unpaid Invoices is $579,345.10.
`
`13.
`
`Defendants, without justification, excuse, or dispute of the Unpaid Invoices, have
`
`not paid Seegene the Unpaid Invoices.
`
`14.
`
`All conditions precedent to the maintenance of this action have been performed,
`
`excused, waived, or have otherwise occurred.
`
`15.
`
`Seegene has been required to retain the services of undersigned counsel and has
`
`agreed to pay its reasonable attorney’s fees, costs, and expenses of suit.
`
`
`
`12644576
`
`
`-3-
`
`
`
`COUNT I- BREACH OF CONTRACT AGAINST DEFENDANTS
`
`16.
`
`Defendants incorporate and reallege the allegations in paragraphs 1 through 15
`
`above, as if fully set forth herein.
`
`17.
`
`18.
`
`This is an action for breach of contract against Defendants.
`
`Pursuant to the Agreement, Seegene shipped Ingenious the product ordered by
`
`Compass along with the Unpaid Invoices.
`
`19.
`
`Pursuant to the Agreement, Defendants were obligated to cause Ingenious to pay
`
`the Unpaid Invoices rendered in connection with the products ordered by Compass and accepted
`
`by Ingenious.
`
`20.
`
`Defendants failed and refused to cause Ingenious to pay for the products ordered
`
`by Compass and shipped to Ingenious as reflected by the Unpaid Invoices.
`
`21.
`
`As a result of Defendants’ breach of the Agreement, Seegene has suffered damages.
`
`WHEREFORE, Seegene respectfully requests judgement against Defendants for damages
`
`in an amount of $579,345.10 plus pre-and post-judgment interest, costs, and such other relief as
`
`this Court deems just and proper.
`
`COUNT II –ACCOUNT STATED AGAINST INGENIOUS
`
`22.
`
`Seegene incorporates and realleges the allegations in paragraphs 1 through 15
`
`above, as if fully set forth herein.
`
`23.
`
`24.
`
`In the alternative, this is an action for account stated against Ingenious.
`
`Before the institution of this action, Seegene and Ingenious had business
`
`transactions between them pursuant to which Seegene provided Ingenious with ordered medical
`
`supplies.
`
`25.
`
`Seegene rendered the Unpaid Invoices to Ingenious in connection with the shipped
`
`12644576
`
`
`-4-
`
`
`
`medical supplies.
`
`26.
`
`Upon receipt of the Unpaid Invoices, Ingenious did not object to or dispute the
`
`amount set forth in the Unpaid Invoices.
`
`27.
`
`Ingenious owes Seegene $579,345.10, that is due with interest, on the account.
`
`WHEREFORE, Seegene respectfully requests judgment in its favor and against Defendant
`
`Ingenious for damages, together with pre-and post-judgment interest, costs, and any such other
`
`relief as this Court deems just and proper.
`
`COUNT III – UNJUST ENRICHMENT AGAINST INGENIOUS
`
`28.
`
`Seegene incorporates and realleges the allegations in paragraphs 1 through 15
`
`above, as if fully set forth herein.
`
`In the alternative, this is an action for unjust enrichment against Ingenious.
`
`Seegene provided valuable medical supplies to Ingenious for which it has not been
`
`29.
`
`30.
`
`paid.
`
`31.
`
`The medical supplies provided by Seegene to Ingenious were rendered under
`
`circumstances pursuant to which Ingenious reasonably should have expected Seegene would
`
`expect to be compensated.
`
`32.
`
`Ingenious knowingly and voluntarily accepted and retained the benefit of the
`
`ordered medical supplies but did not pay Seegene for the medical supplies.
`
`33.
`
`The circumstances are such that it is inequitable for Ingenious to retain the benefit
`
`of the medical supplies shipped by Seegene without conferring any benefit upon Seegene in
`
`exchange for the value received.
`
`34.
`
`Ingenious has been unjustly enriched at Seegene’s expense.
`
`
`
`12644576
`
`
`
`
`-5-
`
`
`
`WHEREFORE, Seegene respectfully requests judgment in its favor and against Defendant
`
`Ingenious for damages, together with pre-and post-judgment interest, costs, and any such other
`
`relief as this Court deems just and proper.
`
`
`
`April
`
`
`10, 2024
`
`
`
`Dated:
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Respectfully Submitted,
`
`
`BERGER SINGERMAN LLP
`
`Attorneys for Plaintiff
`
`201 East Las Olas Boulevard, Suite 1500
`Fort Lauderdale, FL 33301
`
`Telephone: (954) 525-9900
`
`Facsimile: (954) 523-2872
`
`
`By: /s/ Nicole L. Kushner
`
`Nicole Levy Kushner
`
`Florida Bar No. 106995
`Gavin Gaukroger
`
`
`Florida Bar No. 76489
`
`nkushner@bergersingerman.com
`
`ggaukroger@bergersingerman.com
`ablanco@bergersingerman.com
`
`mavin@bergersingerman.com
`
`drt@bergersingerman.com
`
`
`
`
`
`
`
`
`
`
`
` 12644576
`
`
`-6-
`
`
`
`
`
`COMPOSITE
`COMPOSITE
`EXHIBIT A
`EXHIBIT A
`
`
`
`Seegene USAInc
`
`3 Burroughs Suite292
`
`Irvine, CA 92618
`9254488173
`
`& Seegene
`
`finance.seegeneusa@seeg
`ene.com
`
`www.seegeneus.com
`
`INVOICE
`
`BILL TO
`
`SHIP TO
`
`Bill Cleveland
`Ingenius Personal Medicine
`1065 NE 125th St Ste 407
`North Miami, FL 33161 USA
`
`Bill Cleveland
`Ingenius Personal Medicine
`1065 NE 125th St Ste 407
`North Miami, FL 33161 USA
`
`INVOICE # 2034
`
`DATE 12/31/2020
`DUE DATE 01/30/2021
`TERMSNet 30
`
`
`
`SHIP DATE
`
`12/22/2020
`
`SHIP VIA
`
`FedEx O/N-Priority
`
`TRACKING NO.
`
`77245322881 4
`
`SKU
`
`PRODUCT/SERVICE
`
`QTY
`
`RATE
`
`AMOUNT
`
`
`
`
,-
".
`ÿ$ ÿ
` ÿ
`
`ÿ$ ÿ
` ÿ
`
%
` ÿ"ÿÿ&
`
`'
` ( )
` (*
`+++( (*
`!33!!
`$
` ÿ" %
`$
` ÿ" %
`!3!3!
`
` ÿ"ÿÿ&
`
`'
` ( )
` (*
`+++( (*
`!33!!
`$
` ÿ" %
`$
` ÿ" %
`!3!3!
`
` ÿ/ ÿ0
`
`
`
` ÿ/ ÿ0
`
`
` ÿ!
`!&ÿ.ÿÿ ÿ ÿ!
`!&ÿ.ÿÿ ÿ ÿ!
`ÿ0
`*
` ÿ1ÿÿ&ÿ2
`ÿ0
`*
` ÿ1ÿÿ&ÿ2
`
`1 .5ÿ-3/
`
`6
`ÿÿ33!!
`:;
`8.0-2
` 72
`/8-92"3 .8,
".
`!
`&!!(!!! !!!(!!
`8/! <
` ÿ-
`* ÿ
`
`.5<
`
` ÿ9 ÿ'ÿ33
`&
`(!! !&(!!
`.=!!!" <
` ÿ-
`* ÿ
`
`
`&!(!!&!(!!
` 9/!!&
` !!(!! !!(!!
` >
`!
`&!!(!!! !!!(!!
`8/! <
` ÿ-
`* ÿ
`
`.5<
`
` ÿ9 ÿ'ÿ33
`&
`(!! !&(!!
`.=!!!" <
` ÿ-
`* ÿ
`
`
`&!(!!&!(!!
` 9/!!&
` !!(!! !!(!!
` >
//
?
` &&(!!
` 2$-
`=
`(!
`@/ ÿ
`-
` (!
` ÿ< ÿ ÿ'ÿ8 ÿ2 ÿ- 6(
`$".ÿ92.
`ÿ ÿ ÿ+
` ÿA ÿ ÿÿ
`<<
` ÿ ÿ
` ÿ' (
`@ÿ/ ÿ*# ÿÿ #ÿ<6A ÿ
`ÿÿÿÿ ÿ
` ÿ
` &&(!!
` 2$-
`=
`(!
`@/ ÿ
`-
` (!
` ÿ< ÿ ÿ'ÿ8 ÿ2 ÿ- 6(
`$".ÿ92.
`ÿ ÿ ÿ+
` ÿA ÿ ÿÿ
`<<
` ÿ ÿ
` ÿ' (
`@ÿ/ ÿ*# ÿÿ #ÿ<6A ÿ
`ÿÿÿÿ ÿ
` ÿ
`ÿÿÿÿÿÿÿ(ÿ
` ÿ ÿ! ÿ ÿ" # ÿ"ÿ
`@ÿÿ
` ÿÿ
`ÿÿÿÿÿ ÿ
` ÿ
`ÿÿÿÿÿ$ #ÿ'ÿ*
`
`ÿÿÿÿÿ
` ÿÿ!ÿ&!!ÿ
`ÿÿÿÿÿ8
` ÿÿ!!!
` ÿ
` ÿ
ÿ ÿ
` ÿÿÿ
` ÿ ÿ
` ÿ! ÿ ÿ" # ÿ"ÿ
`
`*Please Note
`The products are for Research Use Only.
`All orders will be charged a shipping and handling fee.
`* Please make a checkpayableto:
`- Seegene Technologies,Inc
`325 N. Wiget Ln 140, Walnut Creek, CA 94598
`* or Wire to:
`
`RP10252W_Reagent:Allplex™ 2019-nCoV Assay(124T) 50 600.00 30,000.00
`
`
`
`Charges
`
`Special One-time discount
`Expiration Date of 1/2/21
`Reagent:STARMag96 X 4 Viral DNA/RNA200 C Kit
`Special One-time discount
`650.00T
`650.00
`1
`Consumable:Nimbus-96 Deep Well Micro Plate
`SDP0096
`
`SHIPPING—Shipping 1 2,500.00 2,500.00
`
`
`
`EX00013C
`
`56
`
`911.00
`
`51,016.00
`
`ÿ
`
`SUBTOTAL
`TAX
`TOTAL
`BALANCE DUE
`
`84,166.00
`45.50
`84,211.50
`$84,21 1 50
`
`- Seegene Technologies, Inc
`- Bank of America
`
`- Accounting No: 3250 6030 8391
`- Routing No: 121000358
`
`Seegene Technologies Inc, Tel 925-448-8173
`Address: 325 North Wiget Lane, Suite 140, Walnut Creek, CA 94598
`
`
` ÿÿÿ
` ÿ ÿ
` ÿ! ÿ ÿ" # ÿ"ÿ
`
`*Please Note
`The products are for Research Use Only.
`All orders will be charged a shipping and handling fee.
`* Please make a checkpayableto:
`- Seegene Technologies,Inc
`325 N. Wiget Ln 140, Walnut Creek, CA 94598
`* or Wire to:
`
`RP10252W_Reagent:Allplex™ 2019-nCoV Assay(124T) 50 600.00 30,000.00
`
`
`
`Charges
`
`Special One-time discount
`Expiration Date of 1/2/21
`Reagent:STARMag96 X 4 Viral DNA/RNA200 C Kit
`Special One-time discount
`650.00T
`650.00
`1
`Consumable:Nimbus-96 Deep Well Micro Plate
`SDP0096
`
`SHIPPING—Shipping 1 2,500.00 2,500.00
`
`
`
`EX00013C
`
`56
`
`911.00
`
`51,016.00
`
`ÿ
`
`SUBTOTAL
`TAX
`TOTAL
`BALANCE DUE
`
`84,166.00
`45.50
`84,211.50
`$84,21 1 50
`
`- Seegene Technologies, Inc
`- Bank of America
`
`- Accounting No: 3250 6030 8391
`- Routing No: 121000358
`
`Seegene Technologies Inc, Tel 925-448-8173
`Address: 325 North Wiget Lane, Suite 140, Walnut Creek, CA 94598
`
`
`
`Seegene USAInc
`
`3 Burroughs Suite292
`
`Irvine, CA 92618
`9254488173
`
`& Seegene
`
`Bill Cleveland
`Bill Cleveland
`Ingenius Personal Medicine
`Ingenius Personal Medicine
`1065 NE 125th St Ste 407
`1065 NE 125th St Ste 407
`North Miami, FL 33161 USA
`North Miami, FL 33161 USA
`
`
`
,-
".
`ÿ$ ÿ
` ÿ
`
`ÿ$ ÿ
` ÿ
`
%
` ÿ"ÿÿ&
`
`'
` ( )
` (*
`+++( (*
`!3!&3!
`$
` ÿ" %
`$
` ÿ" %
`!3!3!
`
` ÿ"ÿÿ&
`
`'
` ( )
` (*
`+++( (*
`!3!&3!
`$
` ÿ" %
`$
` ÿ" %
`!3!3!
`
` ÿ/ ÿ0
`
`
`
` ÿ/ ÿ0
`
`
` ÿ!
`!&ÿ.ÿÿ ÿ ÿ!
`!&ÿ.ÿÿ ÿ ÿ!
`ÿ0
`*
` ÿ1ÿÿ&ÿ2
`ÿ0
`*
` ÿ1ÿÿ&ÿ2
`!&
`1 .5ÿ
` ÿ.56
`ÿÿ!3!&3!
`:;
`8.0-2
` 72
`/8-92"3 .8,
".
`! !!(!!& !!!(!!
`8/!
`!!(!!
`
` <
`! !!(!!& !!!(!!
`8/!
`!!(!!
`
` <
//
=
`!!(!!
`$".ÿ92.
`/
` ÿ/-(ÿ9
` ÿ
`6* ÿ'*ÿ ÿ<:ÿÿ ÿ ÿ 6 ÿ
` ÿ
` 56
`
` ÿ ÿ'ÿ ÿ#
`(
`>ÿ/ ÿ*# ÿÿ #ÿ6?@ ÿ
`ÿÿÿÿ ÿ
` ÿ
`!!(!!
`$".ÿ92.
`/
` ÿ/-(ÿ9
` ÿ
`6* ÿ'*ÿ ÿ<:ÿÿ ÿ ÿ 6 ÿ
` ÿ
` 56
`
` ÿ ÿ'ÿ ÿ#
`(
`>ÿ/ ÿ*# ÿÿ #ÿ6?@ ÿ
`ÿÿÿÿ ÿ
` ÿ
`ÿÿÿÿÿÿÿ(ÿ
` ÿ ÿ! ÿ ÿ" # ÿ"ÿ
`>ÿÿ
` ÿÿ
`ÿÿÿÿÿ ÿ
` ÿ
`ÿÿÿÿÿ$ #ÿ'ÿ*
`
`ÿÿÿÿÿ
` ÿÿ!ÿ&!!ÿ
`ÿÿÿÿÿ8
` ÿÿ!!!
`
`finance.seegeneusa@seeg
`ene.com
`
`www.seegeneus.com
`
`INVOICE
`
`BILL TO
`
`SHIP TO
`
`INVOICE # 2112
`
`DATE 01/06/2021
`DUE DATE 02/05/2021
`TERMSNet 30
`
`SHIP DATE
`
`01/06/2021
`
`SHIP VIA
`
`TRACKING NO.
`
`FedExInternational Express
`
`927758406211
`
`SKU
`
`PRODUCT/SERVICE
`
`QTY
`
`RATE
`
`AMOUNT
`
`Charges
`
`
`RP10252W_—Reagent:Allplex™ 2019-nCoV Assay(124T) 50 1,300.00 65,000.00
`
`SHIPPING
`Shipping
`1
`500.00
`500.00
`
`shi
`PO.Direct
`Pending
`ending
`irect shipment
`expiration date ofthe kits.
`
`t from
`
`S
`from Seegene
`
`HQ t
`
`|
`i
`‘o ensure nolapsein
`
`ÿ
`
`BALANCE DUE
`
`$65,500.00
`
`* Please make a checkpayableto:
`- Seegene Technologies,Inc
`325 N. Wiget Ln 140, Walnut Creek, CA 94598
`* or Wire to:
`
`- Seegene Technologies, Inc
`- Bank of America
`
`- Accounting No: 3250 6030 8391
`- Routing No: 121000358
`
`Seegene Technologies Inc, Tel 925-448-8173
`Address: 325 North Wiget Lane, Suite 140, Walnut Creek, CA 94598
`
` ÿ
` ÿ
ÿ ÿ
` ÿÿÿ
` ÿ ÿ
` ÿ! ÿ ÿ" # ÿ"ÿ
`
`
` ÿÿÿ
` ÿ ÿ
` ÿ! ÿ ÿ" # ÿ"ÿ
`
`
`
`Seegene USAInc
`
`3 Burroughs Suite292
`
`Irvine, CA 92618
`9254488173
`
`& Seegene
`
`
,-
".
`ÿ$ ÿ
` ÿ
`
`ÿ$ ÿ
` ÿ
`
%
` ÿ"ÿÿ&
`
`'
` ( )
` (*
`+++( (*
`!&!33!
`$
` ÿ" %
`$
` ÿ" %
`!33!
`
` ÿ"ÿÿ&
`
`'
` ( )
` (*
`+++( (*
`!&!33!
`$
` ÿ" %
`$
` ÿ" %
`!33!
`
` ÿ/ ÿ0
`
`
`
` ÿ/ ÿ0
`
`
` ÿ!
`!&ÿ.ÿÿ ÿ ÿ!
`!&ÿ.ÿÿ ÿ ÿ!
`ÿ0
`*
` ÿ1ÿÿ&ÿ2
`ÿ0
`*
` ÿ1ÿÿ&ÿ2
`!
`1 .5ÿ-3ÿÿ/
`
`6
`ÿÿ!33!
`:;
` 72
`/8-92"3 .8,
".
`8.0-2
`<
`8.0-2
`<