Case 2:21-cv-19993-SDW-MAH Document 1 Filed 11/15/21 Page 1 of 15 PageID: 1
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`
`
`Laura Scileppi
`Richard Weiss
`DUNNEGAN & SCILEPPI LLC
`437 Madison Avenue, 24th Floor
`New York, New York 10022
`(212) 332-8300
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`Attorneys for Plaintiff
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`
`UNITED STATES DISTRICT COURT
`DISTRICT OF NEW JERSEY
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`
` Plaintiff,
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`ZEIKOS INC.,
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` -against-
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`WALGREEN CO.,
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` Defendant.
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`21-cv-19993
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`COMPLAINT AND
`JURY DEMAND
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`Plaintiff Zeikos Inc. (“Zeikos”), with its principal place of business at 19 Progress
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`Street, Edison, New Jersey 08820, by its undersigned attorneys, for its complaint against
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`Walgreen Co. (“Walgreen”), alleges:
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`
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`NATURE OF THE CASE
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`1.
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`This action arises out of a ten-year supplier-customer relationship between
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`Zeikos and Walgreen. For more than eight years, until the middle of 2019, Zeikos and
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`Walgreen maintained a professional, and mutually beneficial, relationship. This
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`relationship, however, then began to deteriorate, as Walgreen shifted its strategy from
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`making money by selling products to making money by squeezing its suppliers. Zeikos
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`now alleges that Walgreen breached its contracts with Zeikos, including those entered
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`into on (a) October 7, 2019, and amended April 1, 2020, and (b) January 20, 2021,
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`causing Zeikos substantial amounts of damages.
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`

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`JURISDICTION AND VENUE
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`2.
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`This Court has subject matter jurisdiction over the claims in this action
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`pursuant to 28 U.S.C. § 1332(a)(1).
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`a.
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`Zeikos is a corporation organized and existing under the laws of
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`the State of New Jersey, with its principal place of business in Edison, New
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`Jersey.
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`b.
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`Walgreen is a corporation organized and existing under the laws of
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`the State of Illinois, with its principal place of business in Deerfield, Illinois.
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`c.
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`The amount in controversy exceeds $75,000, exclusive of interest
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`and costs.
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`3.
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`Venue is proper in this District pursuant to 28 U.S.C. § 1391(b) because a
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`substantial part of the events giving rise to this action occurred in this District.
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`BACKGROUND OF THIS ACTION
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`A.
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`The Parties
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`4.
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`Zeikos is, and has been since 2005, engaged in the business of importing
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`and selling, to retailers located throughout the United States, electronic accessories, such
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`as earphones, battery chargers and speakers. Zeikos sells most of its products under the
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`trademark iHip®. The senior officers of Zeikos include Jack Saideh (“Saideh”),
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`President, and James Trappani (“Trappani”), Vice-President.
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`5.
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`Walgreen is a subsidiary of Walgreens Boots Alliance, Inc. (“WBA”), one
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`of the largest retail pharmacy chains in the United States and Europe, with approximately
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`13,000 stores, 315,000 employees and $132.5 billion in sales. In 2021, Fortune
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`Magazine ranked WBA as the 16th largest company in the United States.
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`2
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`B.
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`The Early Dealings Between The Parties
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`6.
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`Zeikos has a long history of selling electronic accessories to Walgreen.
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`The relationship began in about 2011, with an individual salesperson at Zeikos selling to
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`one individual Walgreen store. Beginning in about 2013, the relationship evolved to a
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`Zeikos-appointed firm of sales representatives selling to Walgreen’s buyer in Walgreen’s
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`corporate offices. Beginning in 2015, the relationship further evolved to the senior
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`officers of Zeikos selling directly to Walgreen’s buyer in Walgreen’s corporate offices.
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`7.
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`When the senior officers of Zeikos began selling directly to Walgreen,
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`Zeikos dealt with the buyer for the electronic accessories category. The sales relationship
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`between Zeikos and Walgreen during that time period generally involved Walgreen
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`giving Zeikos a purchase order, and Zeikos filling that purchase order.
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`A FIRST CLAIM FOR RELIEF
`(Breach of Contract – The Amended And
`Restated Product Placement Agreement)
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`Zeikos repeats the allegations in paragraphs 1 through 7 above as if set
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`8.
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`forth in full.
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`9.
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`During the second quarter of 2019, the relationship between Zeikos and
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`Walgreen began to change, as Walgreen pursued a strategy of generating profits by
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`squeezing its suppliers, including Zeikos, for concessions that went straight to
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`Walgreen’s bottom line.
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`10.
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`On or about May 14, 2019, Saideh and Trappani met with Walgreen’s new
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`buyer for the electronic accessories category, Albert Gehrke (“Gehrke”).
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`11.
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`At that meeting on or about May 14, 2019, Gehrke told Saideh and
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`Trappani that Walgreen would be offering a new type of business arrangement, and that
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`Zeikos may be interested in participating. Gehrke stated that, in the new business
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`3
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`arrangement, vendors could bid on the right to sell their merchandise in certain highly
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`desirable sections of Walgreen stores, designated the “010” Space and the Saddle
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`Fixtures (collectively, the “Premium Space”). The “010” Space is the portion of a
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`Walgreen store immediately adjacent to the cash registers, that customers must pass as
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`they check out. In many Walgreen stores without a layout for “010” Space, Walgreen
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`used Saddle Fixtures, clear plastic shelves placed over an existing fixture near the cash
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`registers. The Premium Space was among the most valuable, if not the most valuable,
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`location in Walgreen stores.
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`12.
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`At that meeting on or about May 14, 2019, Gehrke also stated to Saideh
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`and Trappani that, in the prior year, Walgreen had assigned the Premium Space to a
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`private label vendor, and before that Walgreen had assigned the Premium Space to a
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`brand name vendor, “Tech&Go.”
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`13.
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`At that meeting on or about May 14, 2019, Gehrke then represented to
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`Saideh and Trappani that the private label vendor had sold between $80,000,000 and
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`$100,000,000 a year of merchandise from the Premium Space, and prior to that Tech&Go
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`had sold at least $250,000,000 a year of merchandise from the Premium Space.
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`14.
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`After a series of negotiations, and relying on Walgreen’s representations
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`regarding the sales of the private label vendor and Tech&Go, Zeikos ultimately offered
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`Walgreen a $9,000,000 payment to have Zeikos’s merchandise placed in the Premium
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`Space for one year. Walgreen agreed.
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`15.
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`On or about August 27, 2019, Gehrke presented Zeikos with a draft of a
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`contract concerning the Premium Space (the “Product Placement Agreement”).
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`16.
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`On or about September 21, 2019, Zeikos executed the Product Placement
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`Agreement, a copy of which is attached as Exhibit A, and transmitted it to Walgreen.
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`4
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`17.
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`The Product Placement Agreement provided, among other things, that (a)
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`Walgreen would purchase certain types of Zeikos’s merchandise (the “Merchandise”) and
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`place that Merchandise in the Premium Space, and (b) Zeikos would provide Walgreen
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`with a credit of $9,000,000 against Walgreen’s purchases of that Merchandise.
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`$5,000,000 of that $9,000,000 was an immediate credit to Walgreen.
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`18.
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`The Product Placement Agreement also provided in paragraph 5 that:
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`“The term of this Agreement shall commence on the Effective
`Date and continue for one (1) year (the “Initial Term”). The placement
`space on the Fixtures shall be re-bid to various vendors after one year if
`the Merchandise does not achieve One Hundred Million and No/100
`Dollars ($100,000,000) in Net Sales during the Initial Term.”
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`19. Walgreen executed the Product Placement Agreement on or about October
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`7, 2019.
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`20.
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`On or about October 18, 2019, Walgreen issued a purchase order to Zeikos
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`for $8,000,000 of Merchandise, and promptly took the immediate credit of $5,000,000
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`from Zeikos.
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`21.
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`On February 4, 2020, Saideh and Trappani spoke by phone with Amanda
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`Corbett and Gehrke of Walgreen. They discussed a re-negotiation of the Product
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`Placement Agreement.
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`22.
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` On or about April 1, 2020, the parties entered into an Amended and
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`Restated Product Placement Agreement, a copy of which is annexed as Exhibit B. The
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`Amended and Restated Product Placement Agreement did not contain any release.
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`23.
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`The Amended and Restated Product Placement Agreement was an
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`enforceable, superseding contract between Zeikos and Walgreen.
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`24.
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`Zeikos’s sales to Walgreen under the Product Placement Agreement and
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`the Amended and Restated Product Placement Agreement failed to meet, or even
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`5
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`approach, Zeikos’s expectations. During the more than one year period between the
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`execution of the Product Placement Agreement on or about October 7, 2019, and
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`December 31, 2020, Zeikos’s sales of the Merchandise to Walgreen for the Premium
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`Space did not exceed $20,000,000, representing retail sales of less than $40,000,000.
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`25. Walgreen breached the Amended and Restated Product Placement
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`Agreement in at least the following ways.
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`A.
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`Failure To Place The Merchandise In 5,000 Stores
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`26.
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`The Amended and Restated Product Placement Agreement required
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`Walgreen to place Zeikos’s Merchandise in the “010” Space in at least 3,000 stores and
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`in the Saddle Fixtures in at least 2,000 stores.
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`27.
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`The Amended and Restated Product Placement Agreement provided “[i]f
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`Walgreen[] no longer displays the Merchandise on Fixtures in at least 5,000 stores,
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`Walgreen shall refund Vendor a pro-rata portion of the amount Vendor paid Walgreen for
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`such Merchandise placement during the then-current Term for such discontinued Fixtures
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`that bring the total store count less than 5,000.”
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`28.
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`In addition, the Amended and Restated Product Placement Agreement
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`required Walgreen, in the 2,000 stores that contained Saddle Fixtures, to place each item
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`of Zeikos’s Merchandise in the Saddle Fixtures.
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`29.
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`Upon information and belief, Walgreen failed to meet its obligation under
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`the Amended and Restated Product Placement Agreement to place Zeikos’s Merchandise
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`in 5,000 stores.
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`B.
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`Failure To Place The Merchandise In Proper Locations In The Stores
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`The Amended and Restated Product Placement Agreement provided “[i]f
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`30.
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`Walgreen changes the Fixtures or moves such Fixtures to other areas in the stores,
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`6
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`Walgreen shall use it [sic] best efforts to provide Vendor similar placement during the
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`remainder of the then-current Term with similar amount of customer traffic as the 010
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`fixture and/or saddle fixture, as applicable.”
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`31.
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`Upon information and belief, for the stores in which Walgreen placed the
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`Merchandise, Walgreen failed to meet its obligation under the Amended and Restated
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`Product Placement Agreement to either place the Merchandise in the Premium Space or
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`provide “similar placement.”
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`C.
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`Failure To Properly Present The Merchandise
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`32. Walgreen’s obligations under the Amended and Restated Product
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`Placement Agreement included an implied obligation to present the Merchandise in the
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`Premium Space in a commercially reasonable manner. This included, without limitation,
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`the obligation to (a) use fixtures that fit the packaging of the Merchandise, and did not
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`leave substantial empty spaces, (b) place mylar labels for each item of Merchandise next
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`to that item, and (c) keep the Saddle Fixtures free from obstruction from other fixtures
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`and products.
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`33.
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`Upon information and belief, at all relevant times, Walgreen failed to meet
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`its obligations to present the Merchandise in a commercially reasonable manner.
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`D.
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`Failure To Pay For Goods Sold And Delivered
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`34.
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`Since October 21, 2019, through December 31, 2020, Walgreen placed
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`purchase orders with Zeikos under the Amended and Restated Product Placement
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`Agreement totaling less than $20,000,000. Zeikos has delivered that Merchandise, and
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`sent invoices to Walgreen for the corresponding amounts.
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`7
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`35.
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`Since October 21, 2019, through December 31, 2020, Walgreen paid
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`Zeikos about $11,850,000, and took authorized credits of about $7,500,000 on account of
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`these invoices.
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`36.
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`By letter dated October 6, 2021, Zeikos has demanded payment of
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`amounts due and owning under the Amended and Restated Product Placement
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`Agreement. Walgreen has failed to pay the amounts due to Zeikos, without justification.
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`37.
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`As a result of each of the above breaches by Walgreen, Zeikos has
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`sustained damages in an amount to be determined by the trier of fact in this action.
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`A SECOND CLAIM FOR RELIEF
`(Breach of Contract – The January 2021 Contract)
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`Zeikos repeats the allegations in paragraphs 1 through 37 above as if set
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`38.
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`forth in full.
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`39.
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`In the beginning of 2021, both Zeikos and Walgreen considered their
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`future business concerning the Premium Space. Both parties contemplated that Zeikos’s
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`Merchandise would remain in that Premium Space, and that Zeikos would provide
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`Walgreen with some price concessions.
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`40. With respect to those price concessions, Walgreen initially sought a fixed
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`payment from Zeikos of $6,000,000. Zeikos counter-offered with a 20 percent discount
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`on Zeikos’s list price. Walgreen ultimately accepted Zeikos’s counter-offer of that 20
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`percent discount.
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`41.
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`As the result of an exchange of e-mails on January 20, 2021, Zeikos and
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`Walgreen entered into a contract. On January 20, 2021, at about 5:00 p.m., Gehrke
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`emailed Saideh and attached two, one-page sets of material contract terms. That email
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`8
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`constituted an offer, and stated “the attached deal needs to be signed before any future
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`purchase orders will be placed.”
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`42.
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`The material terms of one attachment to the January 20, 2021, email of
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`Gehrke, provided:
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`43. Minutes later, Saideh emailed to Gehrke the signed documents, which
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`accepted the offer, a copy of which are annexed as Exhibit C.
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`44. Walgreen’s offer and Zeikos’s acceptance of that offer resulted in the
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`formation of a contract on January 20, 2021 (the “January 2021 Contract”).
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`45.
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`Although Gehrke’s January 20, 2021, e-mail provided that a “more formal
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`agreement will follow,” a formal agreement was unnecessary. Walgreen did not transmit
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`to Zeikos a more formal agreement until April 8, 2021. Then, after Zeikos provided to
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`Walgreen some preliminary comments on April 19, 2021, Walgreen did not respond.
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`46. Walgreen breached the January 2021 Contract in at least the following
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`ways.
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`9
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`A.
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`Early Termination Of The Contract
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`47.
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`Based upon the language of the contract providing for a “Performance
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`Period” until “12/31/21,” neither party intended that the other party could unilaterally,
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`without an uncured breach, terminate the January 2021 Contract before the end of the
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`performance period on December 31, 2021.
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`48.
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`Events after the formation of the January 2021 Contract confirm that
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`Walgreen did not intend that it would be able to terminate that contract during its initial
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`one-year term, without a material breach by Zeikos, simply by giving 60 days’ notice.
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`The draft contract that Walgreen sent to Zeikos on April 8, 2021, provided in applicable
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`part:
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`“Term, Termination. The term of this Agreement shall commence on
`January 1, 2021 and continue for one (1) year (the “Term”). The Term will
`automatically renew for additional one (1) year periods unless one Party provides
`the other party at least sixty (60) days’ prior written notice of its intention to
`terminate this Agreement at the end of the then-current Term. Either party may
`terminate the Agreement for any or no reason by giving at least sixty (60) days’
`written notice of termination to the other party. Either party may terminate this
`Agreement upon fifteen (15) days’ written notice if the other party fails to cure a
`breach of this Agreement for which the non-breaching party provided notice
`thereof and thirty (30) days to cure.”
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`49.
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`This language demonstrated that, except to prevent an automatic renewal,
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`Walgreen understood that neither party had the option to cancel the contract by giving 60
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`days’ notice. The first sentence confirmed that the proposed contract would have a one-
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`year term. The second sentence provided that the one-year term would automatically
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`renew unless a party provided 60 days’ notice. The third sentence provided that this 60
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`days’ notice, to prevent the automatic renewal, could be for any reason. The fourth
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`sentence provided that the contract could be terminated upon 15 days’ notice as the result
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`of an uncured breach.
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`10
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`50.
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`However, by e-mail of Gehrke on August 27, 2021, Walgreen purported to
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`unilaterally terminate the January 2021 Contract, stating:
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`“Please let this email serve as 60 day notice that Walgreen will be ending
`our exclusive relationship with Zeikos in regards to iHip branded product on
`Walgreen 010/saddle fixture, effective 10/29/21. We will no longer be purchasing
`the product associated with these fixtures and will begin marking product down in
`our stores beginning 9/1/21, please alert Walgreen by 8/31/21 if there is any
`product Zeiko’s [sic] would prefer to be called in and returned to Zeikos. The
`standard call in fee’s [sic] would apply for this activity as outlined in section 4.4
`of our agreement if you choose for product to be returned.
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`Please understand this decision is final, thank you.”
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`51. Walgreen’s early termination of the January 2021 Contract constitutes a
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`breach of the January 2021 Contract.
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`B.
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`Failure To Place The Merchandise in 5,000 Stores
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`52.
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`As it did under the Amended and Restated Product Placement Agreement,
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`Walgreen had an obligation under the January 2021 Contract to place Zeikos’s
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`Merchandise in the “010” Space in at least 3,000 stores and in the Saddle Fixtures in at
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`least 2,000 stores.
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`53.
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`In addition, as it did under the Amended and Restated Product Placement
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`Agreement, the January 2021 Contract required Walgreen, in the at least 2,000 stores that
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`contained Saddle Fixtures, to place each item of Zeikos’s Merchandise in the Saddle
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`Fixtures.
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`54.
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`Upon information and belief, Walgreen failed to meet its obligation under
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`the January 2021 Contract to place Zeikos’s Merchandise in 5,000 stores.
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`C.
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`Failure To Properly Present The Merchandise
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`55.
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`As it did under the Amended and Restated Product Placement Agreement,
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`Walgreen had an implied obligation under the January 2021 Contract to place the
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`Merchandise in the Premium Space in a commercially reasonable manner. That included,
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`without limitation, the obligation to (a) use fixtures that fit the packaging of the
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`Merchandise, and did not leave substantial empty spaces, (b) place mylar labels for each
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`item of Merchandise next to that item, and (c) keep the Saddle Fixtures free from
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`obstruction from other fixtures and products.
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`56.
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`Upon information and belief, Walgreen failed to meet its obligations to
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`present the Merchandise in a commercially reasonable manner, as described above.
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`D.
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`Failure To Pay For Goods Sold And Delivered
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`57.
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`Since January 21, 2021, Walgreen placed purchase orders with Zeikos
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`under the January 2021 Contract totaling about $8,800,000. Zeikos has delivered that
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`Merchandise and sent invoices to Walgreen for the corresponding amounts.
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`58.
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`Since January 21, 2021, Walgreen paid Zeikos about $5,285,000, and took
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`authorized credits of about $3,520,000 on account of these invoices.
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`59.
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`By letter dated October 6, 2021, Zeikos has demanded payment of
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`amounts due and owning. Walgreen has failed to pay the amounts due to Zeikos, without
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`justification.
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`60.
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`As a result of each of the above breaches by Walgreen, Zeikos has
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`sustained damages in an amount to be determined by the trier of fact in this action.
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`A THIRD CLAIM FOR RELIEF
`(Breach of Contract – Failure To Pay For Goods Sold And Delivered)
`
`Zeikos repeats the allegations in paragraphs 1 through 60 above as if set
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`61.
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`forth in full.
`
`62.
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`In addition to the purchase orders Walgreen placed with Zeikos pursuant
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`to the Amended and Restated Product Placement Agreement and the January 2021
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`12
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`Contract, Walgreen placed purchase orders with Zeikos for certain electronic accessories
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`that Walgreen could place in the store at its discretion (“Discretionary Merchandise”).
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`63.
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`Since October 21, 2019, Walgreen placed purchase orders with Zeikos for
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`Discretionary Merchandise totaling about $6,575,000. Zeikos has delivered that
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`Discretionary Merchandise to Walgreen, and sent invoices to Walgreen for the
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`corresponding amounts.
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`64.
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`Since October 19, 2019, Walgreen paid Zeikos about $3,950,000, and took
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`authorized credits of about $2,500,000 on these invoices.
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`65.
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`By letter dated October 6, 2021, Zeikos has demanded payment of
`
`amounts due and owning. Walgreen has failed to pay the amounts due to Zeikos, without
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`justification.
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`66.
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`As a result of Walgreen’s breach, Zeikos has sustained substantial
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`damages in an amount to be determined by the trier of fact in this action.
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`PRAYER FOR RELIEF
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`WHEREFORE, Zeikos demands judgment against Walgreen:
`
`A.
`
`Awarding Zeikos damages in an amount on its claims to be determined at
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`the trial of this action, which is an amount in excess of $75,000 exclusive of interest and
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`costs;
`
`B.
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`Awarding Zeikos its costs in this action; and
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`C.
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`Granting such other and further relief as to this Court seems just and
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`proper.
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`13
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`DEMAND FOR JURY TRIAL
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`
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`Pursuant to Rule 38 of the Federal Rules of Civil Procedure, Zeikos demands a
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`trial by jury of all issues in this action that are so triable.
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`DUNNEGAN & SCILEPPI LLC
`
`
`By
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` Laura Scileppi
`
`
`Dated: November 15, 2021
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`
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`
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`Attorneys for Plaintiff
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`14
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`CERTIFICATE OF NO RELATED ACTION
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`Laura Scileppi, attorney of record for the plaintiff, hereby declares pursuant to 28
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`U.S.C. § 1746 that the matter in controversy is not the subject of any other action pending
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`in any court, or of any pending arbitration or administrative proceeding.
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`Executed November 15, 2021.
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`___________________________
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` Laura Scileppi
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`15
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