rS44 (Rcv. ro/20)
`
`Case 2:20-cv-05748 Document 1 Filed 11/17/20 Page 1 of 32
`CIVIL COVER SHEET
`The JS 44 civil cover sheet and the information contained herein neither replace nor supplement the filing and service of pleadings or other papers as required by law, except as
`provided by local rules ofcourt. This form, approved by the Judicial Conference ofthe United States in September 1974, is required for the use ofthe Clerk ofCourt for the
`purpose ofinitiating the civil docket sheet. (SEE INSTRUCTIONS ON NEXT PAGE OF THIS FORM.)
`I. (a) PLAINTIFFS
`Ciright Systems, lnc., et al.
`
`Smartechs, LLC, et al
`
`(b) County ofResidence ofFirst Listed Plaintiff Montoomerv
`(EXCEPT IN U,S, PLAINTIFF CASES)
`
`Countv of Residence of First Listed Defendant Monfoomerv
`QN U.S. PLAINTIFF CASES ONLY)
`NOTE: IN LAND CONDEMNATION CASES, USE THE LOCATION OF
`THE TRACT OF LAND II{r'OLVED.
`
`Attorneys (IfKnown)
`
`[3
`
`FederalQuestion
`(U.5. Government Not a Pør4t)
`
`lz U.S. Govemment
`
`Defendant
`
`!a
`
`oiversity
`(lndicate Citizenship of Parties in lten III)
`
`an "X" in One Box
`TORTS
`PERSONAL INJURY
`PERSONAL INJURY
`! 365 Pcrsonal Injury -
`310 Airplane
`Product Liability
`315 Airplane Product
`[ 362 uealth Care/
`Liability
`320 Assault, Libel &
`Phamaceutical
`Personal Injury
`Slander
`Product Liability
`330 Federal Employcrs'
`[ 368 Asbestos Personal
`Liability
`Injury Product
`340 Marine
`Liability
`345 Marine Product
`PERSONAL PROPERTY
`Liability
`350 Motor Vehicle
`370 Other Fraud
`371 Truth in Lending
`355 Motor Vehicle
`Product Liability
`380 Other Personal
`Property Damage
`360 Other Personal
`! 385 Property Damage
`I"jury
`362 Personal Injury -
`Product Liability
`Medical
`
`IV. NATURE OF SUIT
`)NTRACT
`
`TT
`
`I 10 Insurance
`120 Marine
`130 Miller Act
`140 Negotiable Instrument
`t50 Recovery of Overpayment
`& Enforcement of
`151 Medicare Act
`152 Recovery of Defaulted
`Shrdent Loans
`(Excludes Veterans)
`l-l 153 R""ov"ry ofoverpayment
`ofVeteran's Benefits
`Ir¡oo stockholders' Suits
`Erl90 other conrracr
`! 195 Cont uct Product Liability
`[l 196 Franchise
`
`)PDRTY
`210 Land Condemnation
`220 Foreclosure
`230 Rent Lease & Ejectment
`240 Torts to Land
`245 Tort Product Liability
`290 All Other Real Prcperty
`
`Jll
`
`440 Other Civil Rights
`441 Voting
`442 Employment
`443 Housing/
`Accommodations
`] 44s Amer. w/Disabilitics
`Employment
`I 446 Amer. w/Disabilities
`Other
`] 448 Education
`
`ll
`ll
`Il
`
`Habeas Corpus:
`463 Alien Detainee
`510 Motions to Vacâte
`Sentence
`530 General
`535 Death Penalty
`Other:
`540 Mandamus & Other
`550 Civil Rights
`555 Prison Condition
`560 Civil Detainee -
`Conditions of
`Confinement
`
`Citizen or Subject ofa
`
`[] :
`
`!
`
`: Foreign Nation
`
`Click here for:
`RÂNKRIIPTC-Y
`422 Appeal2S USC 158
`
`l 423 Withdrawal
`
`28 USC 157
`
`820 Copyrights
`830 Patent
`835 Patent - Abbreviated
`New Drug Application
`840 Trademark
`880 Defend Trade Secrets
`Act of20l6
`
`861 HrA (l39sfÐ
`862 Black Lung (923)
`8ó3 DIWC/DIww (40s(g))
`864 SSID Title XVI
`86s RSI (a0s(g)
`
`Ill
`
`ll
`
`J 870 Taxes (U.S. Plaintiff
`or Defendant)
`] szt tns-ttrird narty
`26UsC7609
`
`T()RÍ.ITI'TTTRWPNNAI,lY
`] 625 Drug Related Seinre
`ofProperry2l usc 881
`]olo other
`
`r.ÀRflR
`J 7 l0 Fair Labor Standards
`Act
`] 720 Labor/Management
`Relations
`740 Railway Labor Act
`751 Family and Medical
`Leave Act
`790 Other Labor Litigation
`791 Employee Retirement
`Income Security Act
`
`1fl
`
`Ilvltvl¡(Ìl{A'IJIf'N
`462 Naturalization Application
`4ó5 Other Imi$âtion
`Actions
`
`J
`
`(
`375 False Claims Act
`376 Qui Tam (31 USC
`3729(a))
`400 State Reapportionment
`410 Antitrust
`430 Banks and Banking
`450 Commerce
`460 Deportation
`470 Racketeer lnfluenced and
`Compt Organizations
`480 Consumer Credit
`(15 USC 168l or 1692)
`485 Telephone Consumer
`Protection Act
`490 Cable/Sat TV
`850 Securities/Commodities/
`Exchange
`890 Other Statutory Actions
`891 Agricultural Acts
`893 Environment¿l Matters
`895 Freedom of Infomation
`Act
`896 A¡bitration
`899 Administrative Procedure
`AclReview or Appeal of
`Agency Decision
`950 Constitutionality of
`State Statutes
`
`n 8 Multidistrict
`
`Litigation -
`Direct File
`
`V
`tr
`
`(Place an "X" in One Box Only)
`Orisinal
`Fl2 Removed lrorn
`Proãeeding LJ
`State Court
`
`n3 Remanded from
`
`Appellate Court
`
`the
`
`vil
`
`which
`
`r¡ 4 Reinstated or ñ 5 Transferred ÍÌom rr 6 Multidistrict
`Another District u
`t-l Reopened t-J
`Litigation -
`(speci,fy)
`Transfer
`sfatules unless dìv*sþ):
`
`not
`
`are
`
`VI. CAUSE OF ACTION
`
`VII. REQUESTED IN
`COMPLAINT:
`vrrr. RELATED CASE(S)
`IF ANY
`
`DATE
`'t1t17t2020
`FOR OFFICE USE ONLY
`
`RECEIPT #
`
`AMOLNT
`
`of cause:
`Breach of Contract
`
`n cuecr rF THrs rs A cLASs AcrroN
`LINDER RULE 23, F.R.Cv.P.
`
`DEMAND $
`
`CHECK YES only if demanded in complaint:
`JURY DEMAIID:
`[Ves
`f]No
`
`(See instmctions):
`
`JUDGE
`
`SIGNATURE OF ATTORNEY OF RECORD
`
`ts/îrinn r&trn
`a
`
`APPLYING IFP
`
`DOCKETNUMBER
`
`JUDGE
`
`MAG. JUDGE
`
`(C) Attomeys (Fírm Name, Address, and Telephone Number)
`; Paul Bucco & John Dorsey
`Davis Bucco Makara & Dorsey
`10 E. 6th Ave, Suite 100; 610-238-0880
`II. BASIS OF JURISDICTION (Place an "x" ín one Box ont;,)
`t u.s. covemment
`!
`Plaintiff
`
`Citizen ofThis State
`
`Citizen of Another State
`
`CITIZENSHIP OF PRINCIPAL PARTIES (Ptøcean "x" inoneBoxfo,Ptaintiff
`(For Diversity Cases On[)
`and One Boxfor Defenclønt)
`PY
`PTF, DEF/
`Er I r
`lz
`lz
`
`DEF
`
`Incorporated or Principal Place
`ofBusiness In This State
`
`Incorpomted an d Principal Place
`ofBusiness In Another State
`
`{+t
`Is
`!e
`
`!s
`Ie
`
`

`

`Case 2:20-cv-05748 Document 1 Filed 11/17/20 Page 2 of 32
`
`JS 44 Reverse (Rev. 10/20)
`
`INSTRUCTIONS FOR ATTORNEYS COMPLETING CIVIL COVER SHEET FORM JS 44
`Authority For Civil Cover Sheet
`
`The JS 44 civil cover sheet and the information contained herein neither replaces nor supplements the flrlings and service ofpleading or other papers as
`required by law, except as provided by local rules of court. This form, approved by the Judicial Conference of the United States in September 1974, is
`required for the use of the Clerk of Court for the purpose of initiating the civil docket sheet. Consequently, a civil cover sheet is submitted to the Clerk of
`Court for each civil complaint filed. The attorney filing a case should complete the form as follows:
`
`I.(a)
`
`(b)
`
`(c)
`
`u.
`
`IIr.
`
`IV.
`
`V.
`
`Plaintiffs-Defendants. Enter names (last, fìrst, middle initial) of plaintiff and defendant. If the plaintiffor defendant is a govemment agency, use
`only the full name or standard abbreviations. If the plaintiff or defendant is an ofhcial within a govemment agency, identiff first the agency and then
`the official, giving both name and title.
`County of Residence. For each civil case filed, except U.S. plaintiff cases, enter the name of the county where the first listed plaintiff resides at the
`time of fìling. In U.S. plaintiff cases, enter the name of the county in which the first listed defendant resides at the time of filing. (NOTE: In land
`condemnation cases, the county ofresidence ofthe "defendant" is the location ofthe tract ofland involved.)
`Attorneys. Enter the firm name, address, telephone number, and attorney of record. If there are several attomeys, list them on an attachment, noting
`in this section "(see attachment)".
`
`Jurisdiction. The basis ofjurisdiction is set forth under Rule 8(a), F.R.Cv.P., which requires that jurisdictions be shown in pleadings. Place an "X"
`in one ofthe boxes. Ifthere is more than one basis ofjurisdiction, precedence is given in the order shown below.
`United States plaintiff. (1) Jurisdiction based on 28 U.S.C. 1345 and 1348. Suits by agencies and offìcers of the United States are included here.
`United States defendant. (2) When the plaintiff is suing the United States, its officers or agencies, place an "X" in this box.
`Federalquestion. (3)Thisreferstosuitsunder2SU.S.C. l33l,wherejurisdictionarisesundertheConstitutionoftheUnitedStates,anamendment
`to the Constitution, an act of Congress or a treaty of the United States. In cases where the U.S. is a party, the U.S. plaintiff or defendant code takes
`precedence, and box I or 2 should be marked.
`Diversity of citizenship. (4) This refers to suits under 28 U.S.C. 1332, where parties are citizens of different states. When Box 4 is checked, the
`citizenship of the different parties must be checked. (See Section III below; NOTE: federal question actions take precedence over diversity
`cases.)
`
`Residence (citizenship) of Principal Partíes. This section of the JS 44 is to be completed if diversity of citizenship was indicated above. Mark this
`section for each principal party.
`
`Nature of Suit. Place an "X" in the appropriate box. If there are multiple nature of suit codes associated with the case, pick the nature of suit code
`that is most applicable. Click here for: @
`
`Origin. Place an "X" in one of the seven boxes.
`Original Proceedings. (l) Cases which originate in the United States district courts.
`Removed from State Court. (2) Proceedings initiated in state courts may be removed to the district courts under Title 28 U.S.C., Section 1441.
`Remanded from Appellate Court. (3) Check this box for cases remanded to the district court for further action. Use the date of remand as the filing
`date.
`Reinstated or Reopened. (4) Check this box for cases reinstated or reopened in the district court. Use the reopening date as the filing date.
`Transferred from Another District. (5) For cases transferred under Title 28 U.S.C. Section 1404(a). Do not use this for within district transfers or
`multidistrict litigation transfers.
`Multidistrict Litigation - Transfer. (6) Check this box when a multidistrict case is transferred into the district under authority of Title 28 U.S.C.
`Section 1407.
`Multidistrict Litigation - Direct File. (8) Check this box when a multidistrict case is filed in the same district as the Master MDL docket.
`PLEASE NOTE THAT THERE tS NOT A¡ù ORIGIN CODE 7. Origin Code 7 was used for historical records and is no longer relevant due to
`changes in statue.
`
`vI.
`
`CauseofAction. Reportthecivilstatutedirectlyrelatedtothecauseofactionandgiveabriefdescriptionofthecause. Donotcitejurisdictional
`statutes unless diversity. Example: U.S. Civil Statute: 47 USC 553 Brief Description: Unauthorized reception of cable service.
`VlI. Requested in Complaint. Class Action. Place an "X" in this box if you are filing a class action under Rule 23, F.R.Cv.P.
`Demand. In this space enter the actual dollar amount being demanded or indicate other demand, such as a preliminary injunction.
`Jury Demand. Check the appropriate box to indicate whether or not a jury is being demanded.
`
`VIII. Related Cases. This section ofthe JS 44 is used to reference related pending cases, ifany. Ifthere are related pending cases, insert the docket
`numbers and the correspondingjudge names for such cases.
`
`Date and Attorney Signature. Date and sign the civil cover sheet.
`
`

`

`Case 2:20-cv-05748 Document 1 Filed 11/17/20 Page 3 of 32
`
`UNITED STATES DISTRICT COURT FOR EASTERN DISTRICT OF
`PENNSYLVANIA
`
`NO.
`
`CIzuGHT SYSTEMS,INC.
`7 Union Hill Road
`West Conshohocken, PA 19428
`
`CIRIGHT DIGITAL MEDIA, LLC
`7 Union Hill Road
`West Conshohocken, PA 19428
`
`MYCIRIGHT,INC.
`7 Union Hill Road
`V/est Conshohocken, PA 19428
`
`and
`
`CIRIGHT STRATEGIC HOLDINGS, LLC
`7 Union Hill Road
`West Conshohocken, PA 19428
`
`Plaintiffs,
`
`V
`
`SMARTECHS, LLC
`7 Union Hill Road
`V/est Conshohocken, PA 19428
`
`and
`
`REMY DE VLIEGHERE
`7 Union Hill Road
`West Conshohocken, PA 19428
`
`Defendants.
`
`COMPLAINT
`
`Plaintiffs, Ciright Systems, Inc., Ciright Digital Media, LLC, MyCiright,Inc., and Ciright
`
`Strategic Holdings, LLC (collectively referred to as ooPlaintiffs" or individually as "Ciright,"
`
`"CDM," "MyCiright," and ooCSH," respectively), by and through its undersigned counsel, Davis
`
`

`

`Case 2:20-cv-05748 Document 1 Filed 11/17/20 Page 4 of 32
`
`Bucco Makara & Dorsey, hereby file this Complaint against Defendants, SMARTECHS, LLC and
`
`Remy De Vlieghere, and in support thereof respectfully aver as follows:
`
`PARTIES
`
`1.
`
`Plaintiff Ciright Systems, Inc. is a corporation with an address located at 7 Union
`
`Hill Road, West Conshohocken, PA 19428.
`2.
`
`Plaintiff Ciright Digital Media, LLC is a limited liability company with an address
`
`located at 7 Union Hill Road, West Conshohocken, PA 19428.
`3.
`
`Plaintiff MyCiright, Inc. is a corporation with an address located at 7 Union Hill
`
`Road, West Conshohocken, PA 19428.
`4.
`
`Plaintiff Ciright Strategic Holdings, LLC is a limited liability company with an
`
`address located at 7 Union Hill Road, West Conshohocken, PA 19428.
`5.
`
`Defendant SMARTECHS, LLC ("Smartechs") is a limited liability company with
`
`an address located at 7 Union Hill Road, West Conshohocken, PA 19428.
`6.
`
`Defendant Remy De Vlieghere ("Remy") is an adult individual and managing
`
`member of Smartechs with an address located at 7 Union Hill Road, West Conshohocken, PA
`
`t9428.
`
`JURISDICTION AND VENUE
`
`7.
`
`Plaintiffs hereby incorporate the preceding paragraphs of its Complaint as though
`
`fully set forth at length herein.
`8.
`This Court has subject matter jurisdiction over this case pursuant to 28 U.S.C. $
`
`1331 based on a federal question involving 18 U.S.C. $ 1836, et seq. and $ 1839, et seq.
`9.
`
`Venue is proper pursuant to 28 U.S.C. $ 1391(b)(2) because the causes of action
`
`arise from the activities of Defendants, Smartechs and Remy, within the Eastern District of
`
`Pennsylvania.
`
`2
`
`

`

`Case 2:20-cv-05748 Document 1 Filed 11/17/20 Page 5 of 32
`
`FACTUAL BACKGROUND
`10. Plaintiffs hereby incorporate the precedingparugtaphs of its Complaint as though
`
`fully set forth at length.
`I I . On or about January 10, 2018, Ciright entered into a licensing agreement (the
`o'Agreement") with Smartechs to license certain patented software and technology applications
`
`defined as "Licensed Intellectual Property" (*LIP") in the Agreement. A true and correct copy of
`
`the Agreement is attached to hereto, made apart hereof, and is marked as Exhibit "A."
`12. CSH additionally has provided development services to Smartechs pertaining to
`
`front end application development over the past several years.
`13. Plaintiffs have recently discovered that certain confidential applications and
`
`databases have been converted by two (2) former Ciright employees located in India.
`14. The employees of Plaintiffs at all relevant times were subject to confidentiality
`
`agreements, and access to these core applications and databases was limited and otherwise not
`
`available to the public or others who were not subject to the confidentiality provisions.
`15. Plaintiffs invested more than one million hours of development for these
`
`applications that were critical to developing products such as those itemized as LIP in the
`
`Agreement and therefore, Ciright mandated that all applications be stored in a secure facility
`
`requiring card access. Furthermore, Ciright mandated that all applications have two software
`
`keys in order to access and that all applications required encrypted password access.
`16. The converted items specifically include without limitation ("Converted
`
`Property"):
`
`a.
`
`b.
`
`Ciright Database Schema, including without limitation all database table
`structure, and related dependencies for data field organization;
`qry logic, and the procedure work flow engine, including point type and
`jump logic;
`
`J
`
`

`

`Case 2:20-cv-05748 Document 1 Filed 11/17/20 Page 6 of 32
`
`c.
`
`d.
`e.
`
`Front end Smartechs applications including angular, android, and
`realware, applications;
`9000 web services for core platform access from API call; and
`Core databases and core application of uncompiled java code.
`17. The Converted Property is not among the items licensed by the Agreement.
`18. The use and continued conversion of the Converted Property has caused damage
`
`to Plaintiffs that cannot be quantified in a dollar value.
`19. Upon information and belief, Defendant Remy is now attempting to build from
`
`the Converted Property, a separate and/or new system, in violation of the Agreement with
`
`Ciright.
`
`20. Defendant Remy's conspiracy with the two (2) former Ciright employees is
`
`documented through more than 700 application programming interfaces showing Defendant
`
`Remy accessing said former employees and the Converted Property.
`21. Defendant Remy has removed all corporate documents, books, and records from
`
`its Conshohocken office and has ceased to provide access to CDM.
`22. Plaintiffs have directed Defendant Remy to cease and desist from his above
`
`actions however upon information and belief, Smartechs' employees continue to use the
`
`Converted Property for their own personal gain.
`23. Defendants, Smartechs and Remy, owe CSH approximately 5224,067.50 for
`
`invoices that are more than seven (7) months past due.
`
`24. Upon information and belief, Defendants, Smartechs and Remy, no longer have
`
`the required funds to pay CSH's invoices for the services rendered.
`25. Defendants, Smartechs and Remy, have also removed all corporate documents,
`
`book, and records from its Conshohocken office and will no longer provide access to said office
`
`or documents to Plaintiffs, effectively freezing out Plaintiffs.
`
`4
`
`

`

`Case 2:20-cv-05748 Document 1 Filed 11/17/20 Page 7 of 32
`
`COUNT I - BREACH OF CONTRACT
`(Ciright Systemsn Inc. v. Smartechs)
`26. Plaintiffs hereby incorporate the preceding paragraphs of this Complaint as though
`
`they were set forth at length herein.
`
`27. On or about January 10, 2018, Ciright entered into a licensing agreement (the
`
`"Agreement") with Smartechs to license certain patented software and technology applications
`
`defined as "Licensed Intellectual Property" ("LIP") in the Agreement.
`28. Ciright has performed all of its obligations in accordance with the Agreement.
`29. Smartechs has breached its obligations to Ciright by, including but not limited to,
`
`breaching the implied covenant of good faith and fair dealing and failing to develop, produce,
`
`manufacture, market, and sell products in accordance with the Agreement.
`30. As a direct and proximate result of Smartechs' breach of its obligations under the
`
`Agreement, Ciright has incurred damages, including but not limited to irreparable harm.
`
`WHEREFORE, Plaintiff Ciright Systems, Inc. respectfully requests that this Honorable
`
`Court enter judgment in its favor in an grant and all relief, including amount of damages to be
`
`determined at the time of trial and against Defendant SMARTECHS, LLC, plus interest, fees,
`
`costs, attorneys' fees, and such other and further relief as this Honorable Court deems just and
`
`proper.
`
`COUNT II - UNJUST ENRICHMENT
`(Ciright Strategic Holdings. LLC v. Smartechs)
`31. Plaintiffs hereby incorporate the preceding paragraphs of this Complaint as though
`
`they were set forth at length herein.
`
`32. As more fully described herein above, Plaintiff CSH conferred a benefit on
`
`5
`
`

`

`Case 2:20-cv-05748 Document 1 Filed 11/17/20 Page 8 of 32
`
`Defendant Smartechs by performing certain development services in support of Smartechs
`
`products and applications, including those defined as LIP in the Agreement. See Exhibit"A."
`33. Smartechs accepted these services knowing Ciright intended to be paid for the
`
`services, and Ciright has demanded payment for these services from Defendant Smartechs.
`
`34. Despite timely and repeated demands and Defendant continuing to accept these
`
`services after demands for such payment, Defendant Smartechs has failed to pay Ciright for the
`
`fair value of the services provided, which is unjust and inequitable to said Plaintiff.
`
`35. Plaintiff Ciright is entitled to relief in quantum meruit for the benefit conferred upon
`
`the Defendants in the fair value amount of at least 5224,067.50.
`
`WHEREFORE, Plaintiff Ciright Strategic Holdings, LLC respectfully requests that this
`
`Honorable Court enter judgment in its favor in an amount of damages in excess of $75,000.00 to
`
`be determined at the time of trial and against Defendant SMARTECHS, LLC, plus interest, fees,
`
`costs, attorneys' fees, and such other and further relief as this Honorable Court deems just and
`
`proper.
`
`COUNT III - CONVERSION
`(Plaintiffs v. Defendants, Smartechs and Remy)
`
`36. Plaintiffs hereby incorporate the precediîgparagraphs of this Complaint as though
`
`they were set forth at length herein.
`
`37. Plaintiffs own certain trade secrets, including without limitation the Converted
`
`Property.
`
`38. The Converted Property trade secret was communicated to Defendants without
`
`right or justification to access this Converted Property, and to Ciright's detriment.
`
`39. Trade secrets are treated as convertible property under Pennsylvania law.
`40. Upon information and beliet Defendant Remy is now attempting to build from
`
`6
`
`

`

`Case 2:20-cv-05748 Document 1 Filed 11/17/20 Page 9 of 32
`
`the Converted Property, a separate and/or new system, in violation of the Agreement with
`
`Ciright.
`41. Defendants have exercised dominion and control over the Converted Property, and
`
`derived the benefits of the Converted Property as it the owner to the detriment of Ciright.
`
`\ilHEREFORE, Plaintiffs, Ciright Systems, Inc., Ciright Digital Media, LLC, MyCiright,
`
`Inc., and Ciright Systems, Inc., respectfully request that this Honorable Court enter judgment in
`
`its favor in an amount of damages in excess of $75,000.00 to be determined at the time of trial and
`
`against Defendants, SMARTECHS, LLC and Remy De Vlieghere, plus interest, fees, costs,
`
`attorneys' fees, and such other and further relief as this Honorable Court deems just and proper.
`
`COUNT IV _ VIOLATION OF THE TRADE SECRETS ACT
`(Plaintiffs v. Defendants, Smartechs and Remy)
`
`42. Plaintiffs hereby incorporate the preceding paragraphs of this Complaint as though
`
`they were set forth at length herein.
`
`43. Plaintiffs, as private parties, have an actionable claim for the misappropriation of
`
`their trade secrets in the form of Converted Property as set forth in 18 U.S.C. $ 1836(bXl).
`44. The Converted Property is a trade secret, and has been treated as a confidential and
`
`proprietary trade secret by Ciright.
`
`45. The Defendants have misappropriated, or otherwise acquired, the Converted
`
`Property, despite knowing the Converted Property was improperly taken by former Ciright
`
`employees without right or justification, and Defendants have continued to disclose the trade
`
`secrets without consent of Ciright.
`
`46. As a direct and proximate result of Defendants violations of the Defend Trade
`
`Secrets Act, Ciright has incurred damages, and harm, including without limitation irreparable.
`
`7
`
`

`

`Case 2:20-cv-05748 Document 1 Filed 11/17/20 Page 10 of 32
`
`WHEREFORE, Plaintifß, Ciright Systems,Inc., Ciright Digital Media, LLC, MyCiright,
`
`Inc., and Ciright Strategic Holdings, LLC, respectfully request that this Honorable Court enter
`
`judgment and grant any and all relief, including without limitation equitable relief, against
`
`SMARTECHS, LLC and Remy De Vlieghere, plus interest, fees, costs, attorneys' fees, and such
`
`other and further relief as this Honorable Court deems just and proper.
`
`COUNT V _ TORTIOUS INTERFERENCE WITH CONTRACTUAL AND BUSINESS
`RELATIONS
`(Plaintiffs v. Defendants, Smartechs and Remy)
`47. Plaintiffs hereby incorporate the preceding paragraphs of this Complaint as though
`
`they were set forth at length herein.
`48. Plaintiffs have existing contractual relationship, including without limitation the
`
`Agreement, and prospective contractual relationships with third parties.
`
`49. Defendants have purposefully and specifically acted with the intention of causing
`
`to harm the existing relation, or to prevent a prospective relation from occurring.
`
`50. The Defendants actions were done without privilege or justification
`51 . As direct and proximate result of Defendants tortious conduct, Plaintifß have
`
`incurred actual damages, and/or irreparable.
`
`WHEREFORE, Plaintiffs, Ciright Systems,Inc., Ciright Digital Media, LLC,
`
`MyCiright, Inc., and Ciright Strategic Holdings, LLC, respectfully request that this Honorable
`
`Court enter judgment in its favor in an amount of damages in excess of $75,000.00 to be
`
`determined at the time of trial and against Defendants, SMARTECHS, LLC and Remy De
`
`Vlieghere, plus interest, fees, costs, attorneys' fees, and such other and further relief as this
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`Honorable Court deems just and proper.
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`I
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`Case 2:20-cv-05748 Document 1 Filed 11/17/20 Page 11 of 32
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`COUNT VI - REOUEST FOR INJUNCTIVE RELIEF
`(Plaintiffs v. Defendants, Smartechs & Remy)
`52. Plaintiffs hereby incorporate the preceding pamgraphs of this Complaint as though
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`they were set forth at length herein.
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`53. As show above, Plaintiffs has a likelihood of on the merits of the above-captioned
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`action.
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`54. Plaintiffs will be immediately and irreparably harmed if Defendants, Smartechs
`
`and Remy, are not enjoined from using the converted intellectual property of Plaintifls.
`55. Furthermore, Plaintiffs will be immediately and irreparably harmed from
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`Defendants, Smartechs and Remy, engaging with former employees of Plaintiffs to develop a
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`competitive system based off of Plaintiffs' trade secrets, conhdential core applications, and
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`databases, all of which that are trade secrets.
`56. But for the theft by the former employees of Plaintiffs, Defendants, Smartechs
`
`and Remy, would not have access to, or use of Plaintiffs' property noted above.
`57. If the relief is not granted, the damage to Plaintiffs cannot be measured in
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`financial impact. Plaintiffs have spent more than one million man hours to develop these 'core'
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`systems.
`
`58. Equally well settled is the irreparable harmed caused by the on-going tortious
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`interference by Defendant Remy.
`
`59. This intentional conduct to circumvent Plaintiffs and the Agreement is
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`irreparable harm.
`
`60. It is clear that Plaintifß will benefit from the granting of a temporary restraining
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`order and preliminary injunction as it will prevent Defendants, Smartechs and Remy, from any
`
`further theft, exploitation, or further use of Plaintiffls property, any further attempts of
`
`9
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`Case 2:20-cv-05748 Document 1 Filed 11/17/20 Page 12 of 32
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`circumvention of the Agreement, any further attempts at initiating contractual relationships with
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`any individual(s) in illegal possession of Plaintifß' property, any further attempts to engage with
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`former employees of Plaintiffs in an effort to conspire against Plaintiffs, and any further attempts
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`to withhold Plaintifß' access from all corporate books, corporate documents, accounts, and all
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`other related data bases of SMARTECHS, LLC capable of holding or storing stolen property.
`61. As for Defendants, Smartechs and Remy, they will suffer no personal harm in
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`being required to abide by the Agreement.
`62. Plaintiffs' requested relief is simply to maintain the status quo.
`63. Defendants, Smartechs and Remy, have engaged in behavior that violates the
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`principles of fair dealing, good faith, confidentiality, and contractual obligations.
`64. The public interest served by granting the requested temporary restraining order
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`and preliminary injunction is unquestionable.
`
`\ilHEREFORE, Plaintiffs, Plaintiffs, Ciright Systems,Inc., Ciright Digital Media, LLC,
`
`MyCiright,Inc., and Ciright Strategic Holdings, LLC, respectfully request this Honorable Court
`
`grant its Motion for Temporary Restraining Order and Preliminary Injunction and enter an Order
`
`stating:
`
`(1) Defendants, SMARTECHS, LLC and Remy De Vlieghere, and their members and/or
`
`employees/agents, shall be enjoined from:
`
`a. Any use, copying, or access to the Converted Property as defined in !f 9 of
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`Exhibit "B" attached to Plaintiffs' Motion for Temporary Restraining Order
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`and Preliminary Injunction;
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`b. Any circumvention or otherwise frustrating the terms of the
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`Licensing Agreement;
`
`10
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`Case 2:20-cv-05748 Document 1 Filed 11/17/20 Page 13 of 32
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`c. interfering or initiating contractual relationships with any former
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`employees of Ciright; and
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`d. any funher direct or indirect communications with any former
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`employees of Ciright in an effort to conspire against Ciright.
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`(2) Plaintiffs shall be provided access to inspect the books and corporate
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`documents of SMARTECHS, LLC with in ten (10) days of this Order entered
`
`in this matter; and
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`(3) The Court shall appoint a corporate receiver for SMARTECHS, LLC with
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`such powers and duties as the court from time to time may direct and proceed
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`as may be requisite to preserve the corporate assets wherever situated and to
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`carry on the business of SMARTECHS, LLC.
`
`COUNT VII - BREACH OF FIDUCIARY DUTY
`(CDM v. Defendant Remy)
`65. Plaintiffs hereby incorporate the preceding paragraphs of this Complaint as though
`
`they were set forth at length herein.
`
`66. CDM is a member of Smartechs and the second largest shareholder representing
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`approximately 27Yo interest in Smartechs.
`
`67. Defendant Remy is the managing member of Smartechs.
`68. As managing member of Smartechs, Remy owed a fiduciary duty to CDM.
`69. Defendant Remy breached his fiduciary duty to CDM by not making the operating
`
`agreement available to CDM, by removing all corporate documents, books, and records from its
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`Conshohocken office, by refusing to allow member CDM access to said corporate documents,
`
`books, records, and offices, and by denying member its economic benefit of membership.
`
`11
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`Case 2:20-cv-05748 Document 1 Filed 11/17/20 Page 14 of 32
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`\ryHEREFORE, Plaintiff Ciright Digital Media, LLC respectfully requests that this
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`Honorable Court enter judgment in its favor in an amount of damages in excess of $75,000.00 to
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`be determined at the time of trial and against Defendant Remy De Vlieghere, plus interest, fees,
`
`costs, attorneys' fees, and such other and further relief as this Honorable Court deems just and
`
`proper.
`
`1985 ANp 91793
`(Plaintiffs v. Defendants, Smartechs and Remy)
`70. Plaintiffs hereby incorporate the preceding paragraphs of this Complaint as though
`
`PURSUANT TO PA.C.S.A.
`
`they were set forth at length herein.
`71. Defendants, Smartechs and Remy, have indicated they no longer have the funds
`
`required to pay the outstanding invoices due to Plaintiffs for services rendered.
`72. Defendants, Smartechs and Remy, have also removed all corporate documents,
`
`books, and records from its Conshohocken ofhce.
`73. Defendants, Smartechs and Remy, now refuse to provide access to Smartechs'
`
`office or documents to Plaintiffs.
`
`74. Said refusal essentially unlawfully freezes out Plaintifß from Smartechs.
`75. Plaintiffs are now concerned about the on-going theft of the Converted Properfy as
`
`well as the preservation of any property in sole control of Defendants, Smartechs and Remy.
`76. The appointment of a receiver will safeguard Smartechs' assets and prevent the
`
`wrongful dissipation of the same.
`
`WHEREFORE, Plaintiff respectfully requests this Honorable Court exercise its equitable
`
`powers to enter an Order appoint a corporate receiver for SMARTECHS, LLC.
`
`t2
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`Case 2:20-cv-05748 Document 1 Filed 11/17/20 Page 15 of 32
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`JURY DEMAND
`
`Plaintiffs demand a trial by jury on all issues so triable.
`
`DAVIS BUCCO MAKARA & DORSEY
`
`By,lol ?az/ ,r1, &'øco
`Paul A. Bucco (PA ID No.: 56561)
`John J. Dorsey, Jr. (PA ID No.: 202029)
`Davis Bucco Makara & Dorsey
`l0 East 6ú Avenue, Suite 100
`Conshohocken, PA 19428
`paulbucco@davisbucco.com
`j dorsey@davisbucco.com
`Tel: (610) 238-0880
`Fax: (610) 238-0244
`Attorneys þr Plaintiff
`
`Dated: November 17, 2020
`
`13
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`Case 2:20-cv-05748 Document 1 Filed 11/17/20 Page 16 of 32
`Case 2:20-cv-05748 Document 1 Filed 11/17/20 Page 16 of 32
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`VERIFICATION PURSUANT TO RULES 23.1 AND 65
`
`1, Joseph Callahan,
`
`CEO
`
`of Plaintiffs, Ciright Systems, Inc., Ciright Digital
`
`Media, LLC, MyCiright, Inc., and Ciright Strategic Holdings, LLC, approve of the filing of this
`
`Complaint.
`
`I have reviewed the allegations made in this Verified Shareholder Derivative
`
`Complaint and state the matters stated therein about which I have personal knowledge are true,
`
`and the other matters stated therein are true and correct to the best of my knowledge, information
`
`and belief, based in part upon the investigation conducted by counsel. Having received the copy
`
`of this Complaint, I have reviewed it with my counsel, I hereby authorize its filing.
`
`I hereby declare under penalty of perjury under the laws of the United States of America
`
`that the foregoing is true and correct. Executed this 17th day of November, 2020.
`
`By:
`
`Q
`
`Title: CEO—
`
`Company:
`
`Ciright Companies
`
`14
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`Case 2:20-cv-05748 Document 1 Filed 11/17/20 Page 17 of 32
`Case 2:20-cv-05748 Document 1 Filed 11/17/20 Page 17 of 32
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`EXHIBIT 664))
`
`EXHIBIT “A”
`
`

`

`Case 2:20-cv-05748 Document 1 Filed 11/17/20 Page 18 of 32
`
`INTELLECTUAL PROPERTY LICENSE AGREEMENT
`
`This Intellechral Properqr Licçnse Agreement ("AGREEMENT') is
`made and entered into as of 10m day oF Janwary 2018 (the "EFFEcTTvE DaTE"), by andbenveen
`
`Ciright Systems, fnc., a co¡poration of the Commonwealth of Pennsylvani4 with its
`principal place of business at 7