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`Case 1:19-cv-11247-AT Document 1 Filed 12/09/19 Page 1 of 14
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`UNITED STATES DISTRICT COURT
`SOUTHERN DISTRICT OF NEW YORK
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`GREGORY TESNAR,
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`Defendants.
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`Plaintiff, Gregory Tesnar (“Plaintiff”), by his undersigned attorneys, alleges upon personal
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`knowledge with respect to himself, and information and belief based upon, inter alia, the
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`investigation of counsel as to all other allegations herein, as follows:
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`NATURE OF THE ACTION
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`1.
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`This is an action brought by Plaintiff against Fitbit, Inc. (“Fitbit” or the
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`“Company”) and the members of the Company’s board of directors (collectively referred to as the
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`“Board” or the “Individual Defendants” and, together with Fitbit, the “Defendants”) for their
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`violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”),
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`15 U.S.C. §§ 78n(a) and 78t(a), and SEC Rule 14a-9, 17 C.F.R. § 240.14a-9, in connection with
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`the proposed merger (the “Proposed Merger”) between Fitbit and Google LLC (“Google”).
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`2.
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`On November 1, 2019, Fitbit entered into an Agreement and Plan of Merger (the
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`“Merger Agreement”), pursuant to which the Company’s shareholders will receive $7.35 in
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`exchange for each share of Fitbit common stock they own (the “Merger Consideration”).
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`3.
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`On November 25, 2019, in order to convince Fitbit’s shareholders to vote in favor
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`of the Proposed Merger, Defendants authorized the filing of a materially incomplete and
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`Plaintiff,
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`-against-
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`FITBIT, INC., JAMES PARK, ERIC N.
`FRIEDMAN, LAURA ALBER, MATTHEW
`BROMBERG, GLENDA FLANAGAN,
`BRADLEY M. FLUEGEL, STEVEN
`MURRAY, and CHRISTOPHER PAISLEY,
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`
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`Case No.: _________________
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`COMPLAINT
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`DEMAND FOR JURY TRIAL
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`Case 1:19-cv-11247-AT Document 1 Filed 12/09/19 Page 2 of 14
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`misleading preliminary proxy statement (the “Proxy”) with the Securities and Exchange
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`Commission (“SEC”), in violation of Sections 14(a) and 20(a) of the Exchange Act.
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`4.
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`In particular, the Proxy contains materially incomplete and misleading
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`information concerning certain financial projections for the Company and the valuation analyses
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`performed by Fitbit’s financial advisor, Qatalyst Partners LP (“Qatalyst”) in support of their
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`fairness opinion.
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`5.
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`The special meeting of Fitbit shareholders to vote on the Proposed Merger is
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`forthcoming (the “Shareholder Vote”). It is imperative that the material information that has been
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`omitted from the Proxy is disclosed prior to the Shareholder Vote so Plaintiff can cast an informed
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`vote and properly exercise his corporate suffrage rights.
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`6.
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`For these reasons, and as set forth in detail herein, Plaintiff asserts claims against
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`Defendants for violations of Sections 14(a) and 20(a) of the Exchange Act. Plaintiff seeks to
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`enjoin Defendants from taking any steps to consummate the Proposed Merger until the material
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`information discussed herein is disclosed to Fitbit’s shareholders sufficiently in advance of the
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`Shareholder Vote or, in the event the Proposed Merger is consummated, to recover damages
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`resulting from the Defendants’ violations of the Exchange Act.
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`JURISDICTION AND VENUE
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`7.
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`This Court has subject matter jurisdiction pursuant to Section 27 of the Exchange
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`Act (15 U.S.C. § 78aa) and 28 U.S.C. § 1331 (federal question jurisdiction) as Plaintiff alleges
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`violations of Sections 14(a) and 20(a) of the Exchange Act.
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`8.
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`Personal jurisdiction exists over each Defendant either because the Defendant
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`conducts business in or maintains operations in this District, or is an individual who is either
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`present in this District for jurisdictional purposes or has sufficient minimum contacts with this
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`District as to render the exercise of jurisdiction over the Defendants by this Court permissible
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`under traditional notions of fair play and substantial justice. “Where a federal statute such as
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`Section 27 of the [Exchange] Act confers nationwide service of process, the question becomes
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`whether the party has sufficient contacts with the United States, not any particular state.” Sec. Inv’r
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`Prot. Corp. v. Vigman 764 F.2d 1309, 1305 (9th Cir. 1985). “[S]o long as a defendant has minimum
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`contacts with the United States, Section of the Act confers personal jurisdiction over the defendant
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`in any federal district court.” Id. At 1316.
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`9.
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`Venue is proper in this District under Section 27 of the Exchange Act and 28
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`U.S.C. § 1391, because Defendants are found or are inhabitants or transact business in this District.
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`Fitbit’s common stock trades on New York Stock Exchange, which is headquartered in this
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`District, Fitbit hired Innisfree M&A Incorporated, which is also headquartered in this District, as
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`a proxy solicitor for the purpose of the Proposed Merger, and the closing of the Merger Agreement
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`and Proposed Merger is scheduled to take place in this District rendering venue in this District
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`appropriate. See, e.g., United States v. Svoboda, 347 F.3d 471, 484 n.13 (2d Cir. 2003) (collecting
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`cases).
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`10.
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`11.
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`PARTIES
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`Plaintiff is, and at all relevant times has been, a holder of Fitbit common stock.
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`Defendant Fitbit is a global manufacturer and marketer of beauty and related
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`products. The Company’s common stock trades on the New York Stock Exchange under the ticker
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`symbol “FIT”.
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`12.
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`Individual Defendant James Park is, and has been at all relevant times, a director of
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`Fitbit.
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`13.
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`Individual Defendant Eric N. Friedman is, and has been at all relevant times, a
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`director of Fitbit.
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`14.
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`Individual Defendant Laura Alber is, and has been at all relevant times, a director
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`Case 1:19-cv-11247-AT Document 1 Filed 12/09/19 Page 4 of 14
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`of Fitbit.
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`15.
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`Individual Defendant Matthew Bromberg is, and has been at all relevant times, a
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`director of Fitbit.
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`16.
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`Individual Defendant Glenda Flanagan is, and has been at all relevant times, a
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`director of Fitbit.
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`17.
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`Individual Defendant Bradley M. Fluegel is, and has been at all relevant times, a
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`director of Fitbit.
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`18.
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`Individual Defendant Steven Murray is, and has been at all relevant times, a director
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`of Fitbit.
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`19.
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`Individual Defendant Christopher Paisley is, and has been at all relevant times, a
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`director of Fitbit.
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`20.
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`The Individual Defendants referred to in ¶¶ 12-19 are collectively referred to herein
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`as the “Individual Defendants” and/or the “Board”, and together with Fitbit they are referred to
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`herein as the “Defendants.”
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`SUBSTANTIVE ALLEGATIONS
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`Background and the Proposed Merger
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`Fitbit is a provider of health and fitness devices. The Company's platform combines
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`I.
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`21.
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`connected health and fitness devices with software and services, including an online dashboard
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`and mobile applications, data analytics, motivational and social tools, personalized insights and
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`virtual coaching through customized fitness plans and interactive workouts. It offers various fitness
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`devices, including Fitbit Zip, Fitbit One, Fitbit Flex, Fitbit Flex 2, Fitbit Charge, Fitbit Charge 2,
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`Fitbit Blaze, Fitbit Charge HR, Fitbit Surge, Fitbit Accessories and Aria. Its platform includes
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`wearable connected health and fitness trackers, which are wrist-based and clippable devices that
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`automatically track users’ daily steps, calories burned, distance traveled, and active minutes and
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`display real-time feedback. Its trackers also measure sleep duration and quality, and its products
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`track heart rate and global positioning system-based information. It also offers a wireless fidelity
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`connected scale.
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`22.
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`23.
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`Google is a subsidiary of Alphabet Inc., one of the largest companies in the world.
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`On November 1, 2019, Fitbit issued a press release announcing the Proposed
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`Merger, which states in relevant part:
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`Fitbit to be Acquired by Google
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`SAN FRANCISCO, 1 November 2019 - Fitbit, Inc. (NYSE: FIT) today announced
`that it has entered into a definitive agreement to be acquired by Google LLC for
`$7.35 per share in cash, valuing the company at a fully diluted equity value of
`approximately $2.1 billion.
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`“More than 12 years ago, we set an audacious company vision - to make everyone
`in the world healthier. Today, I’m incredibly proud of what we’ve achieved towards
`reaching that goal. We have built a trusted brand that supports more than 28 million
`active users around the globe who rely on our products to live a healthier, more
`active life,” said James Park, co-founder and CEO of Fitbit. “Google is an ideal
`partner to advance our mission. With Google’s resources and global platform, Fitbit
`will be able to accelerate innovation in the wearable’s category, scale faster, and
`make health even more accessible to everyone. I could not be more excited for what
`lies ahead.”
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`"Fitbit has been a true pioneer in the industry and has created terrific products,
`experiences and a vibrant community of users," said Rick Osterloh, Senior Vice
`President, Devices & Services at Google. "We're looking forward to working with
`the incredible talent at Fitbit, and bringing together the best hardware, software and
`AI, to build wearables to help even more people around the world."
`Fitbit pioneered the wearables category by delivering innovative, affordable and
`engaging devices and services. Being “on Fitbit” is not just about the device - it is
`an immersive experience from the wrist to the app, designed to help users
`understand and change their behavior to improve their health. Because of this
`unique approach, Fitbit has sold more than 100 million devices and supports an
`engaged global community of millions of active users, utilizing data to deliver
`unique personalized guidance and coaching to its users. Fitbit will continue to
`remain platform-agnostic across both Android and iOS.
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`Consumer trust is paramount to Fitbit. Strong privacy and security guidelines have
`been part of Fitbit’s DNA since day one, and this will not change. Fitbit will
`continue to put users in control of their data and will remain transparent about the
`data it collects and why. The company never sells personal information, and Fitbit
`health and wellness data will not be used for Google ads.
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`The transaction is expected to close in 2020, subject to customary closing
`conditions, including approval by Fitbit’s stockholders and regulatory approvals.
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`Qatalyst Partners LLP acted as financial advisor to Fitbit, and Fenwick & West
`LLP acted as legal advisor.
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`24.
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`The Merger Consideration represents inadequate compensation for Fitbit shares.
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`In recent quarters, Fitbit has outperformed expectations by beating earnings estimates. Moreover,
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`just prior to the announcement of the Merger Agreement, reports were made that any offer below
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`$10 per share would represent insufficient consideration for Fitbit. Given the Company’s strong
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`recent financial performance and bright economic outlook, it is imperative that shareholders
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`receive the material information (discussed in detail below) that Defendants have omitted from the
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`Proxy, which is necessary for shareholders to properly exercise their corporate suffrage rights and
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`cast an informed vote on the Proposed Merger.
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`II.
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`25.
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`The Proxy Omits Material Information
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`On November 25, 2019, Defendants filed the materially incomplete and misleading
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`Proxy with the SEC. The Individual Defendants were obligated to carefully review the Proxy
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`before it was filed with the SEC and disseminated to the Company’s shareholders to ensure that it
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`did not contain any material misrepresentations or omissions. However, the Proxy misrepresents
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`and/or omits material information that is necessary for the Company’s shareholders to make an
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`informed decision in connection with the Proposed Merger.
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`26.
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`The Proxy describes Qatalyst’s fairness opinion and two of the valuation analyses
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`performed in support of their opinion. Defendants concede the materiality of this information in
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`citing Qatalyst’s fairness opinion and their valuation analyses among the “material” factors the
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`Board considered in making its recommendation to Fitbit shareholders. Proxy at 36. However, the
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`summaries of Qatalyst’s fairness opinion and analyses provided in the Proxy fail to include key
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`inputs and assumptions underlying the analyses. Without this information, as described below,
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`Fitbit’s shareholders are unable to fully understand these analyses and, thus, are unable to
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`determine what weight, if any, to place on Qatalyst’s fairness opinion in determining how to vote
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`on the Proposed Merger. See Proxy at 40 (“The analyses and factors described below must be
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`considered as a whole; considering any portion of such analyses or factors, without considering all
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`analyses and factors, could create a misleading or incomplete view of the process underlying
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`Qatalyst Partners’ opinion . . . Considering the data set forth below without considering the full
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`narrative description of the financial analyses, including the methodologies and assumptions
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`underlying the analyses, could create a misleading or incomplete view of Qatalyst Partners’
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`financial analyses.”). The following omitted information, if disclosed, would significantly alter the
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`total mix of information available to Fitbit’s shareholders.
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`27.
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`First, for the purpose of preparing its Selected Companies Analysis, Qatalyst
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`Partners utilized both the consensus of third-party research analysts’ projections (“Analyst
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`Projections”) and the Company’s management-calculated projections. However, the Proxy only
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`discloses Fitbit’s management prepared projections. The failure to disclose an entire set of
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`projections to Fitbit’s shareholders presents an incomplete summary of both the Company’s
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`projections and the analyses they were used in. Indeed, on page 42, the Proxy concedes that
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`financial projections “available to Qatalyst Partners for use in its financial analyses in connection
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`with rendering its opinion to our Board as described in the section captioned ‘—Opinion of
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`Fitbit’s Financial Advisor’” should be disclosed to shareholders. Thus, the omission of the
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`Analyst projections renders both the summary of the Selected Companies Analysis and the
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`summary of the Financial Projections on pages 42-45 of the Proxy misleadingly incomplete.
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`28.
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`Next, in summarizing the Illustrative Discounted Cash Flow Analysis prepared
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`by Qatalyst, the Proxy fails to disclose the following key information used in the analysis: (i) the
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`inputs and assumptions underlying the 12.5% to 16.5% discount rate, including the company
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`Case 1:19-cv-11247-AT Document 1 Filed 12/09/19 Page 8 of 14
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`specific CAPM and WACC components; (ii) the actual terminal values calculated; (iii) the
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`implied net present value of the forecasted tax attributes; (iv) the amount of cash; and (v) the
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`number of fully-diluted shares of Fitbit common stock, adjusted, as applicable, for Fitbit RSUs,
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`Fitbit PSUs, Fitbit Options, and the Warrant.
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`29.
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`These key inputs are material to Fitbit shareholders, and their omission renders
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`the summary of the Illustrative Discounted Cash Flow Analysis incomplete and misleading. As
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`a highly-respected professor explained in one of the most thorough law review articles regarding
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`the fundamental flaws with the valuation analyses bankers perform in support of fairness
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`opinions, in a discounted cash flow analysis a banker takes management’s forecasts, and then
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`makes several key choices “each of which can significantly affect the final valuation.” Steven
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`M. Davidoff, Fairness Opinions, 55 Am. U.L. Rev. 1557, 1576 (2006). Such choices include
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`“the appropriate discount rate, and the terminal value…” Id. As Professor Davidoff explains:
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`There is substantial leeway to determine each of these, and any change can
`markedly affect the discounted cash flow value. For example, a change in the
`discount rate by one percent on a stream of cash flows in the billions of dollars can
`change the discounted cash flow value by tens if not hundreds of millions of
`dollars….This issue arises not only with a discounted cash flow analysis, but with
`each of the other valuation techniques. This dazzling variability makes it difficult
`to rely, compare, or analyze the valuations underlying a fairness opinion unless full
`disclosure is made of the various inputs in the valuation process, the weight
`assigned for each, and the rationale underlying these choices. The substantial
`discretion and lack of guidelines and standards also makes the process vulnerable
`to manipulation to arrive at the “right” answer for fairness. This raises a further
`dilemma in light of the conflicted nature of the investment banks who often provide
`these opinions.
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`Id. at 1577-78.
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`30.
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`Without the above-omitted information Fitbit shareholders are misled as to the
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`reasonableness or reliability of Qatalyst’s analysis, and unable to properly assess the fairness of
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`the Proposed Merger. As such, these material omissions render the summary of the Illustrative
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`Discounted Cash Flow Analysis included in the Proxy misleading.
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`Case 1:19-cv-11247-AT Document 1 Filed 12/09/19 Page 9 of 14
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`31.
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`Finally, on page 149, the Proxy states that “In connection with the review of the
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`Merger by our Board, Qatalyst Partners performed a variety of financial and comparative analyses
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`for purposes of rendering its opinion.” However, only two such analyses were disclosed—the
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`Selected Companies Analysis and the Illustrative Discounted Cash Flow Analysis—not a variety
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`of financial and comparative analyses. Page 39 of the Proxy further states:
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`Qatalyst Partners also reviewed the historical market prices and trading activity for
`our Class A Common Stock and compared our financial performance and the prices
`and trading activity of our Class A Common Stock with that of certain other
`selected publicly-traded companies and their securities. In addition, Qatalyst
`Partners performed such other analyses, reviewed such other information and
`considered such other factors as it deemed appropriate.
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`(emphasis added). In this passage, the Proxy describes the Selected Companies Analysis and states
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`that Qatalyst performed “other analyses” in addition to the Selected Companies Analysis. The
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`Proxy only describes one other analysis—the Illustrative Discounted Cash Flow Analysis.
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`Therefore, at least one additional analysis—and likely a variety of financial and comparative
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`analyses—must have been performed, but omitted from the summary provided in the Proxy.
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`32.
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`When it comes to summarizing financial information, a company may choose
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`silence or speech elaborated by the factual basis as then known—but it may not choose half-
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`truths. The disclosure of only two financial analyses and withholding of the remaining financial
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`analyses renders the summary of Qatalyst’s financial analyses and fairness opinion misleadingly
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`incomplete.
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`33.
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`In sum, the omission of the above-referenced information renders the Proxy
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`materially incomplete and misleading, in contravention of the Exchange Act. Absent disclosure
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`of the foregoing material information prior to the Shareholder Vote, Plaintiff will be unable to
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`cast an informed vote regarding the Proposed Merger, and is thus threatened with irreparable
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`harm, warranting the injunctive relief sought herein.
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`Case 1:19-cv-11247-AT Document 1 Filed 12/09/19 Page 10 of 14
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`COUNT I
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`Against All Defendants for Violations of Section 14(a) of the Exchange Act
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`34.
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`Plaintiff incorporates each and every allegation set forth above as if fully set forth
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`herein.
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`35.
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`Section 14(a)(1) of the Exchange Act makes it “unlawful for any person, by the
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`use of the mails or by any means or instrumentality of interstate commerce or of any facility of a
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`national securities exchange or otherwise, in contravention of such rules and regulations as the
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`Commission may prescribe as necessary or appropriate in the public interest or for the protection
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`of investors, to solicit or to permit the use of his name to solicit any proxy or consent or
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`authorization in respect of any security (other than an exempted security) registered pursuant to
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`section 78l of this title.” 15 U.S.C. § 78n(a)(1).
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`36.
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`Rule 14a-9, promulgated by the SEC pursuant to Section 14(a) of the Exchange
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`Act, provides that proxy communications shall not contain “any statement which, at the time and
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`in the light of the circumstances under which it is made, is false or misleading with respect to any
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`material fact, or which omits to state any material fact necessary in order to make the statements
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`therein not false or misleading.” 17 C.F.R. § 240.14a-9.
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`37.
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`Defendants have issued the Proxy with the intention of soliciting the Company’s
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`common shareholders’ support for the Proposed Merger. Each of the Individual Defendants
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`reviewed and authorized the dissemination of the Proxy, which fails to provide critical
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`information regarding, amongst other things, financial projections for the Company and the
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`valuation analyses performed Qatalyst in support of their fairness opinion.
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`38.
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`In so doing, Defendants made misleading statements of fact and/or omitted
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`material facts necessary to make the statements made not misleading. Each of the Individual
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`Defendants, by virtue of their roles as officers and/or directors, were aware of the omitted
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`information, but failed to disclose such information, in violation of Section 14(a). The Individual
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`Defendants were therefore negligent, as they had reasonable grounds to believe material facts
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`existed that were misstated or omitted from the Proxy, but nonetheless failed to obtain and
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`disclose such information to the Company’s shareholders although they could have done so
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`without extraordinary effort.
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`39.
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`The Individual Defendants knew or were negligent in not knowing that the Proxy
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`is materially misleading and omits material facts that are necessary to render it not misleading.
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`The Individual Defendants undoubtedly reviewed and relied upon most if not all of the omitted
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`information identified above in connection with their decision to approve and recommend the
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`Proposed Merger; indeed, the Proxy states that Qatalyst reviewed and discussed their financial
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`analyses with the Board, and further states that the Board considered the financial analyses
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`provided by Qatalyst, as well as their fairness opinion and the assumptions made and matters
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`considered in connection therewith. Further, the Individual Defendants were privy to and had
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`knowledge of the financial projections and the details surrounding the process leading up to the
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`signing of the Merger Agreement. The Individual Defendants knew or were negligent in not
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`knowing that the material information identified above has been omitted from the Proxy,
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`rendering the sections of the Proxy identified above to be materially incomplete and misleading.
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`Indeed, the Individual Defendants were required to, separately, review Qatalyst’s analyses in
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`connection with their receipt of the fairness opinion, question Qatalyst as to their derivation of
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`fairness, and be particularly attentive to the procedures followed in preparing the Proxy and
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`review it carefully before it was disseminated, to corroborate that there are no material
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`misstatements or omissions.
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`40.
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`The Individual Defendants were, at the very least, negligent in preparing and
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`reviewing the Proxy. The preparation of a proxy statement by corporate insiders containing
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`materially false or misleading statements or omitting a material fact constitutes negligence. The
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`Individual Defendants were negligent in choosing to omit material information from the Proxy
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`or failing to notice the material omissions in the Proxy upon reviewing it, which they were
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`required to do carefully as the Company’s directors. Indeed, the Individual Defendants were
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`intricately involved in the process leading up to the signing of the Merger Agreement and
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`preparation and review of the Company’s financial projections.
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`41.
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`Fitbit is also deemed negligent as a result of the Individual Defendants’
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`negligence in preparing and reviewing the Proxy.
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`42.
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`The misrepresentations and omissions in the Proxy are material to Plaintiff, who
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`will be deprived of her right to cast an informed vote on the Proposed Merger if such
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`misrepresentations and omissions are not corrected prior to the special meeting of Fitbit’s
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`shareholders. Plaintiff has no adequate remedy at law. Only through the exercise of this Court’s
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`equitable powers can Plaintiff be fully protected from the immediate and irreparable injury that
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`Defendants’ actions threaten to inflict.
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`COUNT II
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`Against the Individual Defendants for Violations of Section 20(a) of the Exchange Act
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`43.
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`Plaintiff incorporates each and every allegation set forth above as if fully set forth
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`herein.
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`44.
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`The Individual Defendants acted as controlling persons of Fitbit within the
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`meaning of Section 20(a) of the Exchange Act as alleged herein. By virtue of their positions as
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`officers and/or directors of the Company, and participation in and/or awareness of the Company’s
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`operations and/or intimate knowledge of the incomplete and misleading statements contained in
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`the Proxy filed with the SEC, they had the power to influence and control and did influence and
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`control, directly or indirectly, the decision making of the Company, including the content and
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`Case 1:19-cv-11247-AT Document 1 Filed 12/09/19 Page 13 of 14
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`dissemination of the various statements that Plaintiff contends are materially incomplete and
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`misleading.
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`45.
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`Each of the Individual Defendants was provided with or had unlimited access to
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`copies of the Proxy and other statements alleged by Plaintiff to be misleading prior to and/or
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`shortly after these statements were issued and had the ability to prevent the issuance of the
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`statements or cause the statements to be corrected.
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`46.
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`In particular, each of the Individual Defendants had direct and supervisory
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`involvement in the day-to-day operations of the Company, and, therefore, is presumed to have
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`had the power to control or influence the particular transactions giving rise to the Exchange Act
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`violations alleged herein, and exercised the same. The Proxy contains the unanimous
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`recommendation of each of the Individual Defendants to approve the Proposed Merger. They
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`were thus directly involved in preparing this document.
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`47.
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`In addition, as the Proxy sets forth at length, and as described herein, the
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`Individual Defendants were involved in negotiating, reviewing, and approving the Merger
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`Agreement. The Proxy purports to describe the various issues and information that the Individual
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`Defendants reviewed and considered. The Individual Defendants participated in drafting and/or
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`gave their input on the content of those descriptions.
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`48.
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`By virtue of the foregoing, the Individual Defendants have violated Section 20(a)
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`of the Exchange Act.
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`49.
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`As set forth above, the Individual Defendants had the ability to exercise control
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`over and did control a person or persons who have each violated Section 14(a) and Rule 14a-9
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`by their acts and omissions as alleged herein. By virtue of their positions as controlling persons,
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`these defendants are liable pursuant to Section 20(a) of the Exchange Act. As a direct and
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`proximate result of Individual Defendants’ conduct, Plaintiff will be irreparably harmed.
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`Case 1:19-cv-11247-AT Document 1 Filed 12/09/19 Page 14 of 14
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`50.
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`Plaintiff has no adequate remedy at law. Only through the exercise of this
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`Court’s equitable powers can Plaintiff be fully protected from the immediate and irreparable
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`injury that Defendants’ actions threaten to inflict.
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`PRAYER FOR RELIEF
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`WHEREFORE, Plaintiff prays for judgment and relief as follows:
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`A.
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`Preliminarily enjoining Defendants and all persons acting in concert with them
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`from proceeding with the special meeting of Fitbit shareholders to vote on the Proposed Merger
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`or consummating the Proposed Merger, until the Company discloses the material information
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`discussed above which has been omitted from the Proxy;
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`B.
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`Directing the Defendants to account to Plaintiff for all damages sustained as a result
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`of their wrongdoing;
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`C.
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`Awarding Plaintiff, the costs and disbursements of this action, including reasonable
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`attorneys’ and expert fees and expenses; and
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`D.
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`Granting such other and further relief as this Court may deem just and proper.
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`Plaintiff demands a trial by jury on all issues so triable.
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`JURY DEMAND
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`Dated: December 9, 2019
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`MONTEVERDE & ASSOCIATES PC
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` /s/ Juan E. Monteverde
`Juan E. Monteverde (JM-8169)
`The Empire State Building
`350 Fifth Avenue, Suite 4405
`New York, NY 10118
`Tel: (212) 971-1341
`Fax: (212) 202-7880
`Email: jmonteverde@monteverdelaw.com
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`Attorney for Plaintiff
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