Case: 1:20-cv-01404-DAP Doc #: 1 Filed: 06/25/20 1 of 20. PageID #: 1
`
`UNITED STATES DISTRICT COURT
`UNITED STATES DISTRICT COURT
`NORTHERN DISTRICT OF OHIO
`NORTHERN DISTRICT OF OHIO
`EASTERN DIVISION
`EASTERN DIVISION
`
`CASE NO.
`CASE NO.
`
`JUDGE
`JUDGE
`
`COMPLAINT
`COMPLAINT
`
`(Jury Demand Endorsed Hereon)
`(Jury Demand Endorsed Hereon)
`
`)
`)
`)
`)
`)
`)
`)
`)
`)
`
`))))
`
`
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`
`HKM DIRECT MARKET
`HKM DIRECT MARKET
`COMMUNICATIONS, INC.
`COMMUNICATIONS, INC.
`5501 Cass Avenue
`5501 Cass Avenue
`Cleveland, Ohio 44102,
`Cleveland, Ohio 44102,
`
` Plaintiff,
`Plaintiff,
`
` v.
`v.
`
`YRC WORLDWIDE INC.
`YRC WORLDWIDE INC.
`10990 Roe Avenue
`10990 Roe Avenue
`Overland Park, KS 66211
`Overland Park, KS 66211
`
`c/o CT Corporation System
`c/o CT Corporation System
`4400 Easton Commons Way
`4400 Easton Commons Way
`Suite 125
`Suite 125
`Columbus, Ohio 43219
`Columbus, Ohio 43219
`
` and
`and
`
`YRC ENTERPRISE SERVICES, INC.
`YRC ENTERPRISE SERVICES, INC.
`10990 Roe Avenue
`10990 Roe Avenue
`Overland Park, KS 66211
`Overland Park, KS 66211
`
`c/o CT Corporation System
`c/o CT Corporation System
`4400 Easton Commons Way
`4400 Easton Commons Way
`Suite 125
`Suite 125
`Columbus, Ohio 43219
`Columbus, Ohio 43219
`
` and
`and
`
`YRC, INC., d/b/a YRC FREIGHT
`YRC, INC., d/b/a YRC FREIGHT
`10990 Roe Avenue
`10990 Roe Avenue
`Overland Park, KS 66211
`Overland Park, KS 66211
`
`c/o CT Corporation System
`c/o CT Corporation System
`4400 Easton Commons Way
`4400 Easton Commons Way
`Suite 125
`Suite 125
`Columbus, Ohio 43219
`Columbus, Ohio 43219
`
` and
`and
`
`{8921380: }
`{8921380: }
`
`

`

`Case: 1:20-cv-01404-DAP Doc #: 1 Filed: 06/25/20 2 of 20. PageID #: 2
`
`YRC REGIONAL TRANSPORTATION,
`YRC REGIONAL TRANSPORTATION,
`INC.
`INC.
`10990 Roe Avenue
`10990 Roe Avenue
`Overland Park, KS 66211
`Overland Park, KS 66211
`
`c/o CT Corporation System
`c/o CT Corporation System
`4400 Easton Commons Way
`4400 Easton Commons Way
`Suite 125
`Suite 125
`Columbus, Ohio 43219,
`Columbus, Ohio 43219,
`
` and
`and
`
`HNRY Logistics, Inc., d/b/a HNRY
`HNRY Logistics, Inc., d/b/a HNRY
`10990 Roe Avenue
`10990 Roe Avenue
`Overland Park, KS 66211
`Overland Park, KS 66211
`
`c/o CT Corporation System
`c/o CT Corporation System
`4400 Easton Commons Way
`4400 Easton Commons Way
`Suite 125
`Suite 125
`Columbus, Ohio 43219,
`Columbus, Ohio 43219,
`
` and
`and
`
`USF HOLLAND LLC, d/b/a HOLLAND
`USF HOLLAND LLC, d/b/a HOLLAND
`700 S. Waverly Road
`700 S. Waverly Road
`Holland, Michigan 49423
`Holland, Michigan 49423
`
`c/o CT Corporation System
`c/o CT Corporation System
`4400 Easton Commons Way
`4400 Easton Commons Way
`Suite 125
`Suite 125
`Columbus, Ohio 43219,
`Columbus, Ohio 43219,
`
` and
`and
`
`NEW PENN MOTOR EXPRESS, LLC
`NEW PENN MOTOR EXPRESS, LLC
`2950 Grand Avenue
`2950 Grand Avenue
`Pittsburgh, PA 15225.
`Pittsburgh, PA 15225.
`
`c/o CT Corporation System
`c/o CT Corporation System
`4400 Easton Commons Way
`4400 Easton Commons Way
`Suite 125
`Suite 125
`Columbus, Ohio 43219
`Columbus, Ohio 43219
`
` and
`and
`
`{8921380: }
`{8921380: }
`
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`
`2
`2
`
`

`

`Case: 1:20-cv-01404-DAP Doc #: 1 Filed: 06/25/20 3 of 20. PageID #: 3
`
`USF REDDAWAY, INC., d/b/a
`USF REDDAWAY, INC., d/b/a
`REDDAWAY
`REDDAWAY
`7720 SW Mohawk Street, Bldg. H
`7720 SW Mohawk Street, Bldg. H
`Salem, Oregon 97301
`Salem, Oregon 97301
`
`c/o CT Corporation System
`c/o CT Corporation System
`4400 Easton Commons Way
`4400 Easton Commons Way
`Suite 125
`Suite 125
`Columbus, Ohio 43219
`Columbus, Ohio 43219
`
` Defendants.
`Defendants.
`
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`
`Plaintiff HKM Direct Market Communications, Inc. (“HKM” or “Plaintiff”), for its
`Plaintiff HKM Direct Market Communications, Inc. ("HKM" or "Plaintiff'), for its
`
`Complaint against Defendants YRC Worldwide Inc. (“YRCW”), YRC Enterprise Services, Inc.
`Complaint against Defendants YRC Worldwide Inc. ("YRCW"), YRC Enterprise Services, Inc.
`
`(“YRCES”), YRC, Inc. d/b/a YRC Freight (“YRC Freight”), YRC Regional Transportation, Inc.
`("YRCES"), YRC, Inc. d/b/a YRC Freight ("YRC Freight"), YRC Regional Transportation, Inc.
`
`(“YRCRT”), HNRY Logistics, Inc., d/b/a HNRY (“HNRY”), USF Holland, LLC d/b/a Holland
`("YRCRT"), HNRY Logistics, Inc., d/b/a HNRY ("HNRY"), USF Holland, LLC d/b/a Holland
`
`(“Holland”), New Penn Motor Express, LLC (“New Penn”), and USF Reddaway, Inc., d/b/a
`("Holland"), New Penn Motor Express, LLC ("New Penn"), and USF Reddaway, Inc., d/b/a
`
`Reddaway (“Reddaway”) (collectively, “Defendants”) states as follows:
`Reddaway ("Reddaway") (collectively, "Defendants") states as follows:
`
`1.
`1.
`
`HKM is a domestic for profit corporation organzied under the laws of the State of
`HKM is a domestic for profit corporation organzied under the laws of the State of
`
`PARTIES
`PARTIES
`
`Ohio.
`Ohio.
`
`2.
`2.
`
`YRCW is a foreign for profit corporation organized under the laws of the State of
`YRCW is a foreign for profit corporation organized under the laws of the State of
`
`Delaware and whose principal place of business
`is
`located at 10990 Roe Avenue
`Delaware and whose principal place of business is located at 10990 Roe Avenue
`
`Overland Park, KS 66211.
`Overland Park, KS 66211.
`
`3.
`3.
`
`YRCES is a foreign profit corporation organized under the laws of the State of
`YRCES is a foreign profit corporation organized under the laws of the State of
`
`Delaware and whose principal place of business
`is
`located at 10990 Roe Avenue
`Delaware and whose principal place of business is located at 10990 Roe Avenue
`
`Overland Park, KS 66211.
`Overland Park, KS 66211.
`
`{8921380: }
`{8921380: }
`
`3
`3
`
`

`

`Case: 1:20-cv-01404-DAP Doc #: 1 Filed: 06/25/20 4 of 20. PageID #: 4
`
`4.
`4.
`
`YRC Freight is a foreign for profit corporation organized under the laws of the
`YRC Freight is a foreign for profit corporation organized under the laws of the
`
`State of Delaware and whose principal place of business is located at 10990 Roe Avenue
`State of Delaware and whose principal place of business is located at 10990 Roe Avenue
`
`Overland Park, KS 66211.
`Overland Park, KS 66211.
`
`5.
`5.
`
`YRCRT is a foreign for profit corporation organized under the laws of the State of
`YRCRT is a foreign for profit corporation organized under the laws of the State of
`
`Delaware and whose principal place of busines
`Delaware and whose principal place of busines
`
`is
`is
`
`located at 10990 Roe Avenue
`located at 10990 Roe Avenue
`
`Overland Park, KS 66211.
`Overland Park, KS 66211.
`
`6.
`6.
`
`HNRY is a foreign for profit corporation organized under the laws of the State of
`HNRY is a foreign for profit corporation organized under the laws of the State of
`
`Delware and whose principal place of business
`Delware and whose principal place of business
`
`is
`is
`
`located at 10990 Roe Avenue
`located at 10990 Roe Avenue
`
`Overland Park, KS 66211.
`Overland Park, KS 66211.
`
`7.
`7.
`
`Holland is a foreign limited liability company organized under the laws of the
`Holland is a foreign limited liability company organized under the laws of the
`
`State of Delaware and whose principal place of business is located at 700 S. Waverly Road,
`State of Delaware and whose principal place of business is located at 700 S. Waverly Road,
`
`Holland, Michigan 49423.
`Holland, Michigan 49423.
`
`8.
`8.
`
`New Penn is a foreign limited liability company organzied under the laws of the
`New Penn is a foreign limited liability company organzied under the laws of the
`
`State of Delaware and whose principal place of business is located at 2950 Grand Avenue,
`State of Delaware and whose principal place of business is located at 2950 Grand Avenue,
`
`Pittsburgh, PA 15225.
`Pittsburgh, PA 15225.
`
`9.
`9.
`
`Reddaway is a foreign for profit corporation organized under the laws of the State
`Reddaway is a foreign for profit corporation organized under the laws of the State
`
`of Oregon and whose principal place of business is located at 7720 SW Mohawk Street, Bldg. H,
`of Oregon and whose principal place of business is located at 7720 SW Mohawk Street, Bldg. H,
`
`Salem, Oregon 97301.
`Salem, Oregon 97301.
`
`JURISDICTION
`JURISDICTION
`
`10.
`10.
`
`This Court has jurisdiction under 28 U.S.C. § 1332(a)(1) because the matter in
`This Court has jurisdiction under 28 U.S.C. § 1332(a)(1) because the matter in
`
`controversy exceeds $75,000 and is between citizens of different states.
`controversy exceeds $75,000 and is between citizens of different states.
`
`{8921380: }
`{8921380: }
`
`4
`4
`
`

`

`Case: 1:20-cv-01404-DAP Doc #: 1 Filed: 06/25/20 5 of 20. PageID #: 5
`
`FACTUAL ALLEGATIONS
`FACTUAL ALLEGATIONS
`
`11.
`11.
`
`HKM is in the business of providing end-to-end direct marketing, processing sales
`HKM is in the business of providing end-to-end direct marketing, processing sales
`
`of promotional products, sales of online products and services, and online database management.
`of promotional products, sales of online products and services, and online database management.
`
`It also provides other marketing services including printing, mailing, distribution, web
`It also provides other marketing services including printing, mailing, distribution, web
`
`development, procurement and the sale of promotional products.
`development, procurement and the sale of promotional products.
`
`12.
`12.
`
`HKM has had an ongoing, over sixteen year, relationship with Defendants
`HKM has had an ongoing, over sixteen year, relationship with Defendants
`
`whereby HKM would provide marketing services to Defendants which included, among other
`whereby HKM would provide marketing services to Defendants which included, among other
`
`things, ongoing custom programming, development and maintenance of multiple web-based
`things, ongoing custom programming, development and maintenance of multiple web-based
`
`store fronts and literature centers, the handling of custom merchandise that was sold on the web-
`store fronts and literature centers, the handling of custom merchandise that was sold on the web-
`
`based storefronts, the sale of offsite promotional products, printing, mailing, distribution and
`based storefronts, the sale of offsite promotional products, printing, mailing, distribution and
`
`procurement/sale of promotional products. HKM designed, built, and serviced multiple web-
`procurement/sale of promotional products. HKM designed, built, and serviced multiple web-
`
`based promotional product and literature center storefronts and handled custom merchandise and
`based promotional product and literature center storefronts and handled custom merchandise and
`
`printing and distribution of one-off ongoing projects (all worked performed by HKM for
`printing and distribution of one-off ongoing projects (all worked performed by HKM for
`
`Defendants referred to collectively as “WORK”).
`Defendants referred to collectively as "WORK").
`
`13.
`13.
`
`Throughout the years, HKM has continuously been contracted to do the WORK
`Throughout the years, HKM has continuously been contracted to do the WORK
`
`including building web-based online ordering storefronts for multiple Defendant companies,
`including building web-based online ordering storefronts for multiple Defendant companies,
`
`divisions, and brands. As Defendants expanded, contracted, closed or merged, HKM was asked
`divisions, and brands. As Defendants expanded, contracted, closed or merged, HKM was asked
`
`and contracted to build, change, expand, cancel, rebuild, and separate web-based store fronts
`and contracted to build, change, expand, cancel, rebuild, and separate web-based store fronts
`
`multiple times.
`multiple times.
`
`14.
`14.
`
`HKM was always promised it would be paid for all the WORK it did for
`HKM was always promised it would be paid for all the WORK it did for
`
`Defendants; and was. HKM was promised by Defendants that whenever brands, storefronts or
`Defendants; and was. HKM was promised by Defendants that whenever brands, storefronts or
`
`companies changed, sold, acquired, or outsourced all remaining products that HKM still had
`companies changed, sold, acquired, or outsourced all remaining products that HKM still had
`
`would be bought by Defendants; and it was.
`would be bought by Defendants; and it was.
`
`{8921380: }
`{8921380: }
`
`5
`5
`
`

`

`Case: 1:20-cv-01404-DAP Doc #: 1 Filed: 06/25/20 6 of 20. PageID #: 6
`
`15.
`15.
`
`HKM regularly sold Defendants’ products which always were purchased by them
`HKM regularly sold Defendants' products which always were purchased by them
`
`and the public. HKM regularly sold not only products from the web-based storefronts but
`and the public. HKM regularly sold not only products from the web-based storefronts but
`
`promotional products outside of the online ordering sites and knowing it always had this
`promotional products outside of the online ordering sites and knowing it always had this
`
`agreement and commitment, it provided Defendants, their employees, and customers preferred
`agreement and commitment, it provided Defendants, their employees, and customers preferred
`
`pricing.
`pricing.
`
`16.
`16.
`
`In 2004, HKM began its relationship with Defendants’ predecessor, Yellow
`In 2004, HKM began its relationship with Defendants' predecessor, Yellow
`
`Roadway Corporation (“Roadway”) by building a print on demand web-based online literature
`Roadway Corporation ("Roadway") by building a print on demand web-based online literature
`
`ordering site.
`ordering site.
`
`17.
`17.
`
`In 2006, HKM expanded its relationship with Defendants by contracting with
`In 2006, HKM expanded its relationship with Defendants by contracting with
`
`Roadway and building a literature website for Holland, Reddaway, New Penn and USF Glen
`Roadway and building a literature website for Holland, Reddaway, New Penn and USF Glen
`
`Moore.
`Moore.
`
`18.
`18.
`
`In 2008, HKM continued to expand its relationship with Defendants by
`In 2008, HKM continued to expand its relationship with Defendants by
`
`contracting with and building a web-based store for the sale of promotional product merchandise
`contracting with and building a web-based store for the sale of promotional product merchandise
`
`for Roadway which included three brands for YRC, YRCW and YRC Reimer. HKM also built a
`for Roadway which included three brands for YRC, YRCW and YRC Reimer. HKM also built a
`
`separate web-based literature center ordering storefront for YRC, YRCW and YRC Reimer.
`separate web-based literature center ordering storefront for YRC, YRCW and YRC Reimer.
`
`19.
`19.
`
`In 2009, YRC became YRC Freight and it contracted with HKM to put all of the
`In 2009, YRC became YRC Freight and it contracted with HKM to put all of the
`
`above-mentioned web-based company storefronts together on one online ordering website. Later
`above-mentioned web-based company storefronts together on one online ordering website. Later
`
`that year, HKM was told to separate the literature center web-based store front into separate
`that year, HKM was told to separate the literature center web-based store front into separate
`
`websites for each separate company. When this happened, YRCW bought the remaining YRC
`websites for each separate company. When this happened, YRCW bought the remaining YRC
`
`merchandise from HKM.
`merchandise from HKM.
`
`20.
`20.
`
`In 2010, HKM was contracted to split up and build separate promotional products
`In 2010, HKM was contracted to split up and build separate promotional products
`
`web-based store fronts for YRC Freight, YRCW, YRC Reimer, Holland, Reddaway, Glen Moore
`web-based store fronts for YRC Freight, YRCW, YRC Reimer, Holland, Reddaway, Glen Moore
`
`and New Penn.
`and New Penn.
`
`{8921380: }
`{8921380: }
`
`6
`6
`
`

`

`Case: 1:20-cv-01404-DAP Doc #: 1 Filed: 06/25/20 7 of 20. PageID #: 7
`
`21.
`21.
`
`In 2013, YRCW split up its marketing department into two offices: one in Kansas
`In 2013, YRCW split up its marketing department into two offices: one in Kansas
`
`and one in Northeast Ohio (“Ohio Office”). The Ohio Office was a key location for Defendants’
`and one in Northeast Ohio ("Ohio Office"). The Ohio Office was a key location for Defendants'
`
`marketing team and efforts.
`marketing team and efforts.
`
`22.
`22.
`
`At that time and in the future, until 2017 when it took over all marketing,
`At that time and in the future, until 2017 when it took over all marketing,
`
`YRCW’s marketing team based out of the Ohio Office managed marketing efforts for Holland,
`YRCW's marketing team based out of the Ohio Office managed marketing efforts for Holland,
`
`Reddaway, and New Penn.
`Reddaway, and New Penn.
`
`23.
`23.
`
`From 2014 through 2017, HKM worked with YRCW’s marketing department in
`From 2014 through 2017, HKM worked with YRCW's marketing department in
`
`the Ohio Office to provide goods and services to Holland, Reddaway, and New Penn, which
`the Ohio Office to provide goods and services to Holland, Reddaway, and New Penn, which
`
`included, among other things, the management of their promotional products online stores and
`included, among other things, the management of their promotional products online stores and
`
`literature centers, ongoing day to day offline print, merchandise and distribution custom projects
`literature centers, ongoing day to day offline print, merchandise and distribution custom projects
`
`and purchase of off-line promotional products.
`and purchase of off-line promotional products.
`
`24.
`24.
`
`In 2017, Michael Lyman of YRCW, who was based out of the Ohio Office
`In 2017, Michael Lyman of YRCW, who was based out of the Ohio Office
`
`(“Michael Lyman”), was promoted to Director of YRCW’s Enterprise Marketing department but
`("Michael Lyman"), was promoted to Director of YRCW's Enterprise Marketing department but
`
`oversaw all Defendants’ marketing. He had been overseeing marketing in the Ohio Office for
`oversaw all Defendants' marketing. He had been overseeing marketing in the Ohio Office for
`
`many years.
`many years.
`
`25.
`25.
`
`26.
`26.
`
`As of 2017, YRCW’s marketing department no longer operated out of Kansas.
`As of 2017, YRCW's marketing department no longer operated out of Kansas.
`
`In 2017, Deanna Von Alt of YRCW, who was also based out of the Ohio Office
`In 2017, Deanna Von Alt of YRCW, who was also based out of the Ohio Office
`
`(“Deanna Von Alt”), was promoted to YRCW Marketing Manager and became HKM’s direct
`("Deanna Von Alt"), was promoted to YRCW Marketing Manager and became HKM's direct
`
`contact for providing goods and services to Defendants.
`contact for providing goods and services to Defendants.
`
`27.
`27.
`
` In October 2017, Michael Lyman and Deanna Von Alt contacted HKM and
`In October 2017, Michael Lyman and Deanna Von Alt contacted HKM and
`
`requested that HKM bid for more work; to again update the web-based storefronts for
`requested that HKM bid for more work; to again update the web-based storefronts for
`
`Defendants with new technology and make it state of the art. The engagement was to provide
`Defendants with new technology and make it state of the art. The engagement was to provide
`
`goods and services to Defendants. HKM and YRCW and/or other Defendants would eventually
`goods and services to Defendants. HKM and YRCW and/or other Defendants would eventually
`
`{8921380: }
`{8921380: }
`
`7
`7
`
`

`

`Case: 1:20-cv-01404-DAP Doc #: 1 Filed: 06/25/20 8 of 20. PageID #: 8
`
`agree that the new engagement would include ongoing research, development, programming and
`agree that the new engagement would include ongoing research, development, programming and
`
`execution of multiple custom web-based online ordering store fronts for promotional products
`execution of multiple custom web-based online ordering store fronts for promotional products
`
`and literature centers for the benefit of Defendants. It would also include the purchase of off-site
`and literature centers for the benefit of Defendants. It would also include the purchase of off-site
`
`promotional products.
`promotional products.
`
`28.
`28.
`
`In or around January 2018, HKM and YRCW and/or other Defendants agreed that
`In or around January 2018, HKM and YRCW and/or other Defendants agreed that
`
`HKM would purchase custom promotional products/merchandise on behalf of Defendants and
`HKM would purchase custom promotional products/merchandise on behalf of Defendants and
`
`HKM would manage the sale of the custom promotional products/merchandise through the web-
`HKM would manage the sale of the custom promotional products/merchandise through the web-
`
`based storefronts that HKM created and managed for Defendants. As they always did, YRCW
`based storefronts that HKM created and managed for Defendants. As they always did, YRCW
`
`or other Defendants agreed that it or they would purchase from HKM the custom promotional
`or other Defendants agreed that it or they would purchase from HKM the custom promotional
`
`products/merchandise that would have otherwise been sold on the web-based storefronts as the
`products/merchandise that would have otherwise been sold on the web-based storefronts as the
`
`parties have done in the past. This agreement would be for multiple years and at least four years.
`parties have done in the past. This agreement would be for multiple years and at least four years.
`
`29.
`29.
`
`Defendants and HKM worked collaboratively on all WORK HKM did for
`Defendants and HKM worked collaboratively on all WORK HKM did for
`
`Defendants in 2018 and 2019. Defendants were approving nearly all aspects and steps of the
`Defendants in 2018 and 2019. Defendants were approving nearly all aspects and steps of the
`
`WORK. Defendants even represented that they were partners with HKM regarding the WORK.
`WORK. Defendants even represented that they were partners with HKM regarding the WORK.
`
`30. WORK that HKM did in 2018 and 2019 was at great expense to HKM. It utilized
`30. WORK that HKM did in 2018 and 2019 was at great expense to HKM. It utilized
`
`its own employees and outsourced WORK including development, coding, systems, and designs
`its own employees and outsourced WORK including development, coding, systems, and designs
`
`which it has paid substantially for. It also purchased and paid for products to sell on the web-
`which it has paid substantially for. It also purchased and paid for products to sell on the web-
`
`based store fronts.
`based store fronts.
`
`31. Michael Lyman and Deanna Von Alt authorized the aforementioned work on
`31. Michael Lyman and Deanna Von Alt authorized the aforementioned work on
`
`behalf of every Defendant to whom the WORK was being done.
`behalf of every Defendant to whom the WORK was being done.
`
`32.
`32.
`
`Specifically, HKM and Defendants, through Michael Lyman and Deanna Von
`Specifically, HKM and Defendants, through Michael Lyman and Deanna Von
`
`Alt, agreed that HKM would create three custom websites that were to be used as company
`Alt, agreed that HKM would create three custom websites that were to be used as company
`
`promotional products storefronts for Holland, New Penn, and Reddaway.
`promotional products storefronts for Holland, New Penn, and Reddaway.
`
`{8921380: }
`{8921380: }
`
`8
`8
`
`

`

`Case: 1:20-cv-01404-DAP Doc #: 1 Filed: 06/25/20 9 of 20. PageID #: 9
`
`33.
`33.
`
`In February 2018, HKM provided to Defendants the New YRC Regional
`In February 2018, HKM provided to Defendants the New YRC Regional
`
`Company Stores Scope of Work (“Scope of Work”). A true and accurate copy of the Scope of
`Company Stores Scope of Work ("Scope of Work"). A true and accurate copy of the Scope of
`
`Work is attached hereto as Exhibit A.
`Work is attached hereto as Exhibit A.
`
`34.
`34.
`
`The Scope of Work provided, among other things, that HKM would “develop new
`The Scope of Work provided, among other things, that HKM would "develop new
`
`company store ‘shops’ for its three operating companies – Holland, New Penn, and Reddaway.
`company store `shops' for its three operating companies — Holland, New Penn, and Reddaway.
`
`The shops will replace the ones currently in use.” See Ex. A.
`The shops will replace the ones currently in use." See Ex. A.
`
`35.
`35.
`
`36.
`36.
`
`HKM completed the creation of the shops on or around November 15, 2018.
`HKM completed the creation of the shops on or around November 15, 2018.
`
`YRCW and/or other Defendants made an internal company-wide announcement
`YRCW and/or other Defendants made an internal company-wide announcement
`
`on or around November 15, 2018 that the new web-based promotional products storefronts were
`on or around November 15, 2018 that the new web-based promotional products storefronts were
`
`complete and ready for use. The web-based store fronts became active and were used. They
`complete and ready for use. The web-based store fronts became active and were used. They
`
`were very well received and came at a great expense in terms of time and money for HKM.
`were very well received and came at a great expense in terms of time and money for HKM.
`
`37.
`37.
`
`All WORK was done to the satisfaction of Defendants or some of them and was
`All WORK was done to the satisfaction of Defendants or some of them and was
`
`agreed to be paid for. The cost for that WORK is no less than $129,000 and that does not
`agreed to be paid for. The cost for that WORK is no less than $129,000 and that does not
`
`include all damages HKM is entitled to.
`include all damages HKM is entitled to.
`
`38.
`38.
`
`On or about November 20, 2018, YRCW and/or other Defendants contracted with
`On or about November 20, 2018, YRCW and/or other Defendants contracted with
`
`HKM to add each of the separate literature online ordering sites to their respective promotional
`HKM to add each of the separate literature online ordering sites to their respective promotional
`
`products storefronts that were created for Holland, New Penn, and Reddaway.
`products storefronts that were created for Holland, New Penn, and Reddaway.
`
`39.
`39.
`
`On or about June 3, 2019, HKM completed the combination promotional products
`On or about June 3, 2019, HKM completed the combination promotional products
`
`and literature center ordering sites for each of the three shops as requested by YRCW and/or
`and literature center ordering sites for each of the three shops as requested by YRCW and/or
`
`other Defendants, all to the complete satisfaction of Defendants or some of them.
`other Defendants, all to the complete satisfaction of Defendants or some of them.
`
`40.
`40.
`
`YRCW and/or other Defendants announced internally on or about June 5, 2019
`YRCW and/or other Defendants announced internally on or about June 5, 2019
`
`that the combined promotional products and literature centers for each were complete and ready
`that the combined promotional products and literature centers for each were complete and ready
`
`{8921380: }
`{8921380: }
`
`9
`9
`
`

`

`Case: 1:20-cv-01404-DAP Doc #: 1 Filed: 06/25/20 10 of 20. PageID #: 10
`
`for use to some or all of Defendants’ satisfaction. HKM would continue to service, manage, and
`for use to some or all of Defendants' satisfaction. HKM would continue to service, manage, and
`
`run them.
`run them.
`
`41.
`41.
`
`Holland, New Penn, and Reddaway utilized the combined stores and benefitted
`Holland, New Penn, and Reddaway utilized the combined stores and benefitted
`
`from their use.
`from their use.
`
`42.
`42.
`
`This additional WORK was done to the satisfaction of some or all Defendants
`This additional WORK was done to the satisfaction of some or all Defendants
`
`who agreed to pay for it. The cost of that WORK was no less than $45,000 and that does not
`who agreed to pay for it. The cost of that WORK was no less than $45,000 and that does not
`
`include all damages HKM is entitled to.
`include all damages HKM is entitled to.
`
`43.
`43.
`
`On or about June 26, 2019, YRCW and/or other Defendants requested and
`On or about June 26, 2019, YRCW and/or other Defendants requested and
`
`ultimately contracted with HKM to develop an all in one online sales resource center beginning
`ultimately contracted with HKM to develop an all in one online sales resource center beginning
`
`with literature for YRCW, YRC Freight, and HNRY, and that the literature centers for Holland,
`with literature for YRCW, YRC Freight, and HNRY, and that the literature centers for Holland,
`
`New Penn, and Reddaway would be added to this new all in one web-based ordering site. This
`New Penn, and Reddaway would be added to this new all in one web-based ordering site. This
`
`sort of thing was typical but still very time consuming and expensive. YRCW was heavily
`sort of thing was typical but still very time consuming and expensive. YRCW was heavily
`
`leaning towards eventually combining all brands into one website and so stated to HKM; and
`leaning towards eventually combining all brands into one website and so stated to HKM; and
`
`that HKM would be the vendor to do all of this.
`that HKM would be the vendor to do all of this.
`
`44.
`44.
`
`HKM completed the all in one web-based Sales Resource Center for literature
`HKM completed the all in one web-based Sales Resource Center for literature
`
`ordering website on or about September 11, 2019 as requested by YRCW and/or other
`ordering website on or about September 11, 2019 as requested by YRCW and/or other
`
`Defendants.
`Defendants.
`
`45.
`45.
`
`On or about September 13, 2019 YRCW and/or other Defendants announced
`On or about September 13, 2019 YRCW and/or other Defendants announced
`
`company-wide including to marketing and sales related employees as well as that the web based
`company-wide including to marketing and sales related employees as well as that the web based
`
`all in one Sales Resource Center literature portion was complete and ready for use. Defendants
`all in one Sales Resource Center literature portion was complete and ready for use. Defendants
`
`were very satisfied with the WORK.
`were very satisfied with the WORK.
`
`46.
`46.
`
`YRCW, YRC Freight, YRC Reimer, HNRY, Holland, New Penn, and Reddaway
`YRCW, YRC Freight, YRC Reimer, HNRY, Holland, New Penn, and Reddaway
`
`utilized the all in one web-based store front and benefitted from their use.
`utilized the all in one web-based store front and benefitted from their use.
`
`{8921380: }
`{8921380: }
`
`10
`10
`
`

`

`Case: 1:20-cv-01404-DAP Doc #: 1 Filed: 06/25/20 11 of 20. PageID #: 11
`
`47.
`47.
`
`All this WORK was done to the satisfaction of some or all Defendants and was
`All this WORK was done to the satisfaction of some or all Defendants and was
`
`agreed to be paid for. The cost of this WORK is no less than $68,000 and that does not include
`agreed to be paid for. The cost of this WORK is no less than $68,000 and that does not include
`
`all damages HKM is entitled to.
`all damages HKM is entitled to.
`
`48.
`48.
`
`Despite just doing all of the above-described WORK and at the direction, request
`Despite just doing all of the above-described WORK and at the direction, request
`
`and oversight of some or all Defendants, in September 2019, YRCW and/or other Defendants
`and oversight of some or all Defendants, in September 2019, YRCW and/or other Defendants
`
`contracted with HKM to add all of the separate promotional products company stores into the all
`contracted with HKM to add all of the separate promotional products company stores into the all
`
`in one Sales Resource Center. This change was significant and resulted in hours of time and
`in one Sales Resource Center. This change was significant and resulted in hours of time and
`
`significant money and expenses to HKM.
`significant money and expenses to HKM.
`
`49.
`49.
`
`On September 25, 2019, HKM provided to YRCW and/or other Defendants a
`On September 25, 2019, HKM provided to YRCW and/or other Defendants a
`
`written Scope of Work to add the separate promotional products company stores into the all in
`written Scope of Work to add the separate promotional products company stores into the all in
`
`one Sales Resource center (“Sept. 2019 Scope of Work”). A true and accurate copy of the Sept.
`one Sales Resource center ("Sept. 2019 Scope of Work"). A true and accurate copy of the Sept.
`
`2019 Scope of Work is attached hereto as Exhibit B.
`2019 Scope of Work is attached hereto as Exhibit B.
`
`50.
`50.
`
`The Sept. 2019 Scope of Work provides the steps required of HKM to build and
`The Sept. 2019 Scope of Work provides the steps required of HKM to build and
`
`add all of the YRCW companies promotional products storefronts in order to