Case 3:21-cv-01485 Document 1 Filed 10/05/21 Page 1 of 6
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`IN THE UNITED STATES DISTRICT COURT
`FOR THE DISTRICT OF PUERTO RICO
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`LIPTIS PHARMACEUTICALS USA, INC.
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`Plaintiff
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`vs.
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`INGRAHAM GROUP, LLC
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`Defendant
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`Civil No. 21-
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`Cause of action: Tortious Interference
`with Contractual Relations
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`COMPLAINT
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`COMES NOW Plaintiff LIPTIS PHARMACEUTICALS USA, INC. (hereinafter, “Liptis
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`USA” or “Plaintiff”), by and through its undersigned counsel, and very respectfully ALLEGES,
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`STATES, AND PRAYS:
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`I.
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`JURISDICTION AND VENUE
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`1.
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`This Honorable Court has subject matter jurisdiction to allow this suit pursuant to
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`28 U.S.C. §1332(a). There is complete diversity of jurisdiction among the parties, and the amount
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`in controversy, exclusive of interest and costs, exceeds $75,000.00.
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`2.
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`Venue is proper in this Court pursuant to 28 U.S.C. §1391(b)(2) since this is the
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`judicial district in which a substantial part of the events or omissions giving rise to the claim
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`occurred, or a substantial part of the property that is the subject of the action is situated.
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`II.
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`THE PARTIES
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`3.
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`Plaintiff Liptis USA is a corporation organized and existing under the laws of the
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`State of New York, with its principal place of business located in the State of New York.
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`4.
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`Defendant Ingraham Group, LLC, (hereinafter “Ingraham” or “Defendant”) by
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`information and belief, is a limited liability company organized and existing under the laws of
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`Case 3:21-cv-01485 Document 1 Filed 10/05/21 Page 2 of 6
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`Puerto Rico, with its principal place of business also located in Puerto Rico.
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`III.
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`FACTUAL ALLEGATIONS
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`5.
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`Liptis USA is a pharmaceutical and nutritional supplement company with over 25
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`years of experience in sourcing, producing, and manufacturing products for distribution to
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`different clients worldwide, including the raw materials needed for clients to produce their finished
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`pharmaceutical and nutritional supplement products.
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`6.
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`Liptis for Pharmaceuticals and Medical Devices SAE, formerly known as Liptis
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`Egypt for Pharmaceuticals and Medical Devices SAE (hereinafter “Liptis Egypt”) is an affiliate of
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`Liptis USA, which was established in Cairo, Egypt, on or about 2004.
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`7.
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`From the onset, Liptis USA and Liptis Egypt entered into an agreement through
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`which Liptis USA would be the sole provider of the raw materials Liptis Egypt needed to produce
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`certain pharmaceutical and nutritional supplements licensed to Liptis Egypt by Liptis USA, and
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`Liptis USA would support the financial costs of marketing said products in exchange for an
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`appropriate raw material sales price. This agreement was memorialized in writing in January 2018,
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`soon after Liptis Egypt established new management and a Board of Directors. The written
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`contract entered between Liptis USA and Liptis Egypt was for a term of ten (10) years, i.e., until
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`January of 2028.
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`8.
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`Ingraham is a limited liability company registered with the Puerto Rico Department
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`of State, formed on or around December 23, 2019. Per the Corporate Registry of the Puerto Rico
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`Department of State, Ingraham was created “to engage in any lawful activity permitted under
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`applicable law.” The only authorized person listed in the registry is Sami Omar, who up to 2017
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`was President of Liptis USA.
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`9.
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`Upon information and belief, Ingraham was established for the sole purpose of
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`Case 3:21-cv-01485 Document 1 Filed 10/05/21 Page 3 of 6
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`maliciously interfering with the Liptis Egypt-Liptis USA agreement as Liptis Egypt is its sole
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`client and Ingraham did not have any history of operations prior to or since the Liptis Egypt
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`transactions. Ingraham was established in December 2019 and remained dormant until the Liptis
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`Egypt transactions took place.
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`10.
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`On or around September 2020, Sami Omar became Liptis Egypt´s Chief Operations
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`Officer (C.O.O.), a senior executive position tasked with overseeing the business’ day-to-day
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`administrative and operational functions. As C.O.O., and as the former President of Liptis USA
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`from 2007-2017, Mr. Omar was undoubtedly well aware of the existence of the contractual
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`agreement between Liptis USA and Liptis Egypt, since, by virtue of this agreement, Liptis Egypt
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`received all the raw materials needed to produce two of Liptis Egypt’s finished products, licensed
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`to it by Liptis USA.
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`11.
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`Commencing on or around November of 2020, Ingraham knowingly and
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`maliciously interfered with the contractual relationship existing between Liptis USA and Liptis
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`Egypt. To those ends, on or around November of 2020, Ingraham received from Liptis Egypt an
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`advance payment in the amount of £E 73,400,000.00 (seventy-three point four million Egyptian
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`Pounds), which corresponds to around $4,690,260.00 USD at the exchange rate applicable for that
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`month.1 This amount was stated as a “pre-paid expense for goods.” Specifically, the payment was
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`made in Ingraham’s favor in exchange for exactly the same raw materials that Liptis USA had
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`been providing for years, per the agreement entered into by Liptis USA and Liptis Egypt. Upon
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`information and belief, Ingraham deposited the payment of the corresponding $4,690,260.00 USD,
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`or a portion of it, into a bank account at Banco Popular of Puerto Rico.
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`12.
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`However, this pre-paid sum was for a much higher amount than the corresponding
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`1 https://www.exchangerates.org.uk/EGP-USD-spot-exchange-rates-history-2020.html
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`raw materials that Liptis Egypt would receive. The amount of £E 73,400,000.00 corresponds to
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`roughly two years’ worth of raw materials, based on multiple prior transactions between Liptis
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`USA and Liptis Egypt. Yet, in exchange for this disbursement in Ingraham’s favor, Liptis Egypt
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`only received approximately £E1,500,000.00 ($100,000.00 USD) worth of raw materials, which
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`indicates a continued agreement for the provision by Ingraham of the raw materials previously
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`provided by Liptis USA, who was supposed to be the sole provider according to the agreement
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`between Liptis USA and Liptis Egypt. On or around April of 2021, Ingraham Group commenced
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`shipping the requested raw materials to Liptis Egypt.
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`13.
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`Through its authorized representative, Sami Omar, Ingraham was completely
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`knowledgeable about an existing contractual agreement between Liptis USA and Liptis Egypt.
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`Therefore, Ingraham was unequivocally aware that the transaction to procure raw materials in
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`favor of Liptis Egypt would be in detriment to the contractual agreement between Liptis USA and
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`Liptis Egypt.
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`14.
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`Ingraham’s interference in the supply chain for raw materials has directly caused
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`damages to Plaintiff. Specifically, after Liptis Egypt made the disbursement in favor of Ingraham,
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`Liptis Egypt failed to issue letters of credit in favor of Liptis USA for several purchase orders for
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`raw materials that had been already issued by Liptis Egypt prior to the change in management,
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`despite their long-standing contractual agreement to those ends.
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`15.
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`Liptis USA benefitted financially from the recurring orders made by Liptis Egypt
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`to source its raw materials. Liptis USA’s loss of a steady income stream that the contractual
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`agreement generated is directly and solely attributable to Ingraham’s tortious interference.
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`16.
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`The sole reason for which Liptis USA is no longer the provider of raw materials to
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`Liptis Egypt is Ingraham’s knowing and malicious interference with the long-standing agreement
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`Case 3:21-cv-01485 Document 1 Filed 10/05/21 Page 5 of 6
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`between Liptis USA and Liptis Egypt.
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`IV. CAUSES OF ACTION
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`Cause of Action: Tortious Interference with a Contractual Relationship
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`17.
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`The paragraphs stated hereinbefore are literally incorporated herein and are made
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`part of this paragraph.
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`18.
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`The First Cause of Action arises under Article 1802 of the Puerto Rico Civil Code,2
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`which states that: “A person who by an act or omission causes damage to another through fault or
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`negligence shall be obliged to repair the damage so done. Concurrent imprudence of the party
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`aggrieved does not exempt from liability but entails a reduction of the indemnity.” See P.R. Laws
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`Ann. Tit. 31 § 5141.
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`19.
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`Ingraham knowingly and maliciously interfered in the contractual agreement
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`established between Liptis USA and Liptis Egypt.
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`20.
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`As a direct effect of Ingraham’s usurpation of the raw material procurement process
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`in Liptis Egypt’s favor, Liptis USA has already suffered damages in an estimated amount of
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`$4,700,000.00 USD, corresponding to the procurement orders slated to be requested by Liptis
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`Egypt during the previous months, which were never received. Additionally, as prospective
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`procurement orders from Liptis Egypt are failed to be received by Liptis USA, Plaintiff estimates
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`that the total amount of damages due to the missed procurement orders stated in the contractual
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`agreement, and through the conclusion of the agreement in January of 2028, is valued at
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`$28,000,000.00 USD.
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`21.
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`Plaintiff requests a trial by jury.
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`2 This article corresponds to Article 1536 of the new Puerto Rico Civil Code of 2020.
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`V.
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`PRAYER FOR RELIEF
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`WHEREFORE Plaintiff very respectfully requests this Honorable Court to enter
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`Judgment in its favor, and against Ingraham, as follows:
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`a. determine that Ingraham tortiously interfered with the contractual agreement
`established between Liptis USA and Liptis Egypt;
`b. determine that Ingraham caused damages to Liptis USA due to it usurping Liptis USA’s
`position as the sole provider of raw materials to Liptis Egypt for production of Liptis
`USA’s products in Egypt under license;
`c. enter an award of damages in favor of Liptis USA of no less than twenty-eight million
`dollars ($28,000,000 USD);
`d. issue an award of costs and reasonable attorneys’ fees in Liptis USA’s favor;
`e. issue an order of attachment against any funds held in Ingraham Group´s bank accounts
`in any Banco Popular de Puerto Rico, or in any other bank or financial institution within
`Puerto Rico or the United Stated to secure satisfaction of the potential judgment, as
`provided in Rule 64 of the Fed R. Civ. P.; and
`f. provide any other and further relief which this Honorable Court may deem just and
`proper; and
`RESPECTFULLY SUBMITTED
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`In San Juan, Puerto Rico, this 5th day of October 2021.
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`ECIJA SBGB
`Attorneys for Plaintiff
`P.O. Box 363068
` San Juan, PR 00936-3068
` Tel. 787-300-3200
`Fax. 787-300-3208
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`s/Enrique Del Cueto Pérez
`Enrique Del Cueto Pérez
`USDC-PR No. 222911
`edelcueto@sbgblaw.com
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`s/Joaquín Lago González
`Joaquín Lago González
`USDC-PR No. 304308
`jlago@sbgblaw.com
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