Case 4:20-cv-02666 Document 1 Filed on 07/29/20 in TXSD Page 1 of 15
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`IN THE UNITED STATES DISTRICT COURT
`FOR THE SOUTHERN DISTRICT OF TEXAS
`HOUSTON DIVISION
`
`TRUE WIRELESS, INC.,
`
`
`
`Plaintiff,
`
`
`v.
`
`Civil Action No. _______________
`
`HTH COMMUNICATIONS, LLC,
`
`
`
`
`
`Defendant.
`
`PLAINTIFF’S ORIGINAL COMPLAINT
`
`Plaintiff True Wireless, Inc. (“True Wireless” or “Plaintiff”) sets out its complaints against
`
`Defendant HTH Communications, LLC (“HTH”).
`
`NATURE OF THE ACTION
`
`1.
`
`This an action for breach of contract and declaratory judgment arising from HTH’s
`
`breaches of a management services agreement dated June 26, 2020 between HTH and True
`
`Wireless (the “Management Agreement”) that, among other things, required HTH to pay invoices
`
`from True Wireless’s suppliers and other creditors.
`
`2.
`
`Three days after executing the Management Agreement, True Wireless transferred
`
`to HTH $237,331 in federal funds that True Wireless had received so that HTH could pay True
`
`Wireless’s invoices. Instead of paying the invoices as agreed, however, HTH diverted the funds
`
`for other uses without True Wireless’s permission. HTH also improperly rejected and failed to
`
`pay several other business-related invoices, causing True Wireless to go into debt to its vendors.
`
`3.
`
`After True Wireless discovered HTH’s self-dealing and failure to comply with its
`
`contractual obligation to timely pay True Wireless’s vendors, True Wireless notified HTH of its
`
`Plaintiff’s Original Complaint
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`

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`Case 4:20-cv-02666 Document 1 Filed on 07/29/20 in TXSD Page 2 of 15
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`breach and was, ultimately, forced to terminate the Management Agreement less than two weeks
`
`after its execution.
`
`4.
`
`Plaintiff now seeks monetary damages of no less than $237,331 for HTH’s breaches
`
`of the Management Agreement and a declaration that the Management Agreement has been validly
`
`terminated.
`
`THE PARTIES
`
`5.
`
`True Wireless is an Oklahoma corporation with its principal place of business in
`
`Bartlett, Tennessee. True Wireless is a subsidiary of Surge Holdings, Inc. (“Surge”).
`
`6.
`
`HTH is a Texas limited liability company with its principal place of business in
`
`Houston, Texas. Based on filings with the Texas Secretary of State’s office and other available
`
`records, it is believed that the members of HTH are Hung Duy Do and Henry Hung Do. Hung
`
`Duy Do and Henry Hung Do both reside in and are domiciled in the State of Texas and are citizens
`
`of the State of Texas. HTH may be served with process by serving its registered agent, Hung Duy
`
`Do, at 9918 Brooklet, Houston, Texas 77099, or wherever else he may be found.
`
`7.
`
`Other records reflect that other “principals” of HTH include Marilyn Nguyen, Hien
`
`Vo and Leslie Williams. Upon information and belief, these individuals are not members of HTH
`
`but, in any event, they are believed to be citizens of the State of Texas.
`
`JURISDICTION AND VENUE
`
`8.
`
`The Court has subject matter jurisdiction over this case based on 28 U.S.C.
`
`§ 1332(a)(1) because the parties are citizens of different states and the amount in controversy
`
`exceeds $75,000, exclusive of interest and costs.
`
`9.
`
`The Court also has personal jurisdiction over HTH under Texas Civil Practice &
`
`Remedies Code § 17.042 because (a) HTH is a Texas limited liability company and Plaintiff’s
`
`Plaintiff’s Original Complaint
`
`2
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`

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`Case 4:20-cv-02666 Document 1 Filed on 07/29/20 in TXSD Page 3 of 15
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`causes of action arise from the transaction of business in Texas, and the making and failure to
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`perform a contract substantially connected to the State of Texas; and (b) the Court’s exercise of
`
`jurisdiction over HTH would not violate due process.
`
`10.
`
`Venue is proper in this Court pursuant to 28 U.S.C. § 1391(b)(1) and (2) because
`
`Defendant’s principal place of business is located in Harris County, Texas; because a substantial
`
`part of the events or omissions giving rise to the claim occurred in this District; and because the
`
`parties agreed that any dispute arising out of the contract at issue would be brought in Harris
`
`County, Texas.
`
`True Wireless’s Business
`
`FACTUAL BACKGROUND
`
`11.
`
`True Wireless is a telecommunications carrier that provides discounted and
`
`subsidized wireless services to eligible low-income subscribers primarily through the federally
`
`funded Lifeline program. The Lifeline program was established by the federal government to
`
`ensure that all Americans have the opportunities and securities that voice and broadband services
`
`bring, including being able to connect to jobs, family and emergency services.
`
`12.
`
`Lifeline typically provides up to a $9.25 monthly discount on service for eligible
`
`low-income subscribers. To participate, Americans must either have an income that is at or below
`
`135% of the Federal Poverty Guidelines or participate in certain federal assistance programs, such
`
`as the Supplemental Nutrition Assistance Program (formerly known as “Food Stamps”), Medicaid,
`
`Supplemental Security Income, Federal Public Housing Assistance, Veterans Pension and
`
`Survivors Benefit or Tribal Programs (and live on tribal lands).
`
`13.
`
`The Lifeline program is operated by the Federal Communications Commission and
`
`is available to eligible subscribers in every state, territory, commonwealth and on tribal lands.
`
`Plaintiff’s Original Complaint
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`3
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`

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`Case 4:20-cv-02666 Document 1 Filed on 07/29/20 in TXSD Page 4 of 15
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`True Wireless currently provides Lifeline services in Texas, Oklahoma, Arkansas, Maryland and
`
`Rhode Island.
`
`14.
`
`The Lifeline program is administered by the Universal Service Administrative
`
`Company (“USAC”). USAC reimburses providers such as True Wireless through a monthly
`
`payment of funds representing subsidies for past services provided to Lifeline customers.
`
`15.
`
`In the ordinary course of business, True Wireless relies on a variety of suppliers,
`
`vendors and service providers, through which it purchases certain products and services necessary
`
`to conduct its business. True Wireless uses federal funds received from USAC to pay its suppliers
`
`and vendors for goods provided and services performed in connection with the Lifeline program.
`
`True Wireless Contracts with HTH to Provide Management Services
`
`16.
`
`HTH is in the business of handset distribution, device fulfillment and refurbishing.
`
`Henry Hung Do (“Do”) is HTH’s Chief Executive Officer and one of its members.
`
`17.
`
`On March 25, 2020, Do agreed to acquire True Wireless pursuant to a Transfer of
`
`Control and Purchase Agreement dated March 25, 2020, and subsequently amended on March 31,
`
`2020, May 15, 2020 and June 26, 2020 (the “Purchase Agreement”) between Do, Surge, True
`
`Wireless and Brian Cox (“Mr. Cox”).
`
`18.
`
`On June 26, 2020, HTH, True Wireless and Mr. Cox entered into the Management
`
`Agreement. A true and correct copy of the Management Agreement is attached hereto as Exhibit
`
`1. Do executed the Management Agreement on behalf of HTH. Subject to its terms, the
`
`Management Agreement required HTH to provide certain management services for True Wireless
`
`pending certain conditions precedent to the Purchase Agreement, including regulatory approval of
`
`the closing of the Purchase Agreement by the Oklahoma Corporation Commission.
`
`Plaintiff’s Original Complaint
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`4
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`

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`Case 4:20-cv-02666 Document 1 Filed on 07/29/20 in TXSD Page 5 of 15
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`19.
`
`These services include an obligation to pay amounts owed to True Wireless’s
`
`suppliers, independent agents and other creditors in accordance with the terms and provisions of
`
`True Wireless’s business.
`
`20.
`
`Specifically, Section 2(a)(ii) of the Management Agreement provides that:
`
`Without limiting the generality of any provision of the Purchase Agreement, during
`the Management Period (as defined below) and subject to Section 1, [HTH] shall:
`
`. . .
`
`be involved in the performance of [True Wireless’s] obligations under any
`(ii)
`contracts regarding its business and the maintenance of [True Wireless’s]
`relationships with its customers, agents, providers and suppliers, including, but not
`limited to, by providing, supervising and/or directing telecommunications service,
`provisioning, billing, collection, cash and back [sic] account distributions,
`treatment of complaints and coordination of third party contact; bill and collect
`amounts owed by [True Wireless’s] customers and pay amounts owed to its
`suppliers, providers, independent agents and other creditors in accordance with
`the terms and provisions of the contracts of [True Wireless’s] business[.]
`
`Ex. 1, § 2(a)(ii) (emphasis added).
`
`21.
`
`After executing the Management Agreement, on June 29, 2020, True Wireless
`
`transferred $237,331 in federal Lifeline funds received from USAC from True Wireless’s bank
`
`account to HTH (the “USAC Funds”) with the expectation that HTH would pay True Wireless’s
`
`invoices for services provided in May and June 2020.
`
`22.
`
`In addition, in connection with the Management Agreement, True Wireless
`
`transferred control of its domain name, www.gotruewireless.com, and its social media accounts
`
`(Facebook, LinkedIn and Twitter) to HTH.
`
`HTH’s Breaches of the Management Agreement
`
`23.
`
`Instead of paying True Wireless’s invoices, however, upon information and belief,
`
`HTH used the USAC Funds to pay itself and another Do-controlled entity called TX Mobile, LLC
`
`(“TX Mobile”) without authorization from True Wireless. Do is the “C.E.O.” of TX Mobile.
`
`Plaintiff’s Original Complaint
`
`5
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`

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`Case 4:20-cv-02666 Document 1 Filed on 07/29/20 in TXSD Page 6 of 15
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`24.
`
`Before the execution of the Management Agreement, HTH had shipped at least
`
`3,195 new or refurbished handsets to True Wireless’s Lifeline customers located in Oklahoma.
`
`HTH then switched the customers to the wireless platform of TX Mobile. HTH subsequently
`
`issued an invoice on June 30, 2020 for $152,635 without providing any detail explaining the basis
`
`for these charges.
`
`25.
`
`In total, HTH and TX Mobile billed True Wireless a total of $226,130 for these
`
`products and services, and, upon information and belief, HTH used the USAC Funds to pay itself,
`
`TX Mobile and/or others instead of paying True Wireless’s other vendors and service providers.
`
`26.
`
`Section 1 of the Management Agreement expressly provided that “[a]ll actions by
`
`[HTH] under this Agreement are subject to review, supervision, and express consent by [True
`
`Wireless].” Ex. 1, § 1. Additionally, the Management Agreement expressly provided that True
`
`Wireless “shall” have control over day-to-day operations of True Wireless. Id. § 3(h).
`
`27.
`
`After receiving the USAC Funds from True Wireless, upon information and belief,
`
`HTH improperly transferred to itself and/or informed True Wireless of its intent to transfer to itself
`
`at least $221,252.50 in the USAC Funds in order to pay HTH and TX Mobile invoices.
`
`28.
`
`True Wireless did not authorize HTH to divert the USAC Funds to pay itself and
`
`TX Mobile instead of True Wireless’s other creditors, and HTH’s action in doing so was a material
`
`breach of the Management Agreement.
`
`29. While True Wireless does not know precisely how HTH used the USAC Funds, on
`
`July 9, 2020, True Wireless requested a full accounting from HTH regarding how HTH disbursed
`
`all funds pursuant to the Management Agreement, including the USAC Funds. HTH has refused
`
`to comply with True Wireless’s request.
`
`Plaintiff’s Original Complaint
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`6
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`

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`Case 4:20-cv-02666 Document 1 Filed on 07/29/20 in TXSD Page 7 of 15
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`30.
`
`The total invoices that HTH paid and/or will pay itself and TX Mobile without
`
`authorization are set forth below:
`
`SUPPLIER
`
`INVOICE
`DATE
`
`INVOICE
`NUMBER
`
`DUE DATE
`
`INVOICE
`AMOUNT
`
`$4,878.17
`$24,638.50
`$37,659.50
`$6,319.50
`$152,635.001
`
`$226,130.67
`
`TX Mobile
`HTH
`HTH
`HTH
`HTH
`
`
`
`
`31.
`
`June 5, 2020
`May 7, 2020
`May 29, 2020
`June 30, 2020
`June 30, 2020
`
`
`
`TX080
`HTH11618
`HTH11631
`HTH11704
`HTH11711
`
`
`
`June 5, 2020
`May 7, 2020
`May 29, 2020
`June 30, 2020
`June 30, 2020
`
`Total
`
`By paying itself and its affiliate company TX Mobile with the USAC Funds without
`
`True Wireless’s authorization, HTH materially breached the Management Agreement.
`
`32.
`
`Despite its express obligation to pay amounts owed to True Wireless’s suppliers,
`
`providers, independent agents and other creditors in accordance with the terms and provisions of
`
`the contracts of True Wireless’s business, HTH also breached Section 2(a)(ii) of the Management
`
`Agreement by failing to pay multiple of True Wireless’s vendors and creditors.
`
`33.
`
`For example, HTH rejected and refused to pay two invoices from CenterCom USA,
`
`LLC (“CenterCom”) dated June 1, 2020 and July 1, 2020 in the amounts of $150,000 and $113,647
`
`respectively. These invoices were for call center personnel services provided to True Wireless in
`
`May and June 2020 by CenterCom necessary to conduct True Wireless’s business. Such services
`
`include: (i) business process support consisting of technology support, data processing, web
`
`development and design, (ii) customer support consisting of trouble shooting, addressing account
`
`issues and technical support, (iii) platform support of True Wireless’s wireless services,
`
`(iv) maintaining compliance with regulatory requirements and (v) reconciling and managing
`
`
`1 While HTH has not yet transferred the funds covering this invoice to itself, HTH informed True Wireless of its
`intent to do so.
`
`Plaintiff’s Original Complaint
`
`7
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`

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`Case 4:20-cv-02666 Document 1 Filed on 07/29/20 in TXSD Page 8 of 15
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`carrier invoices and active lines. These services have been regularly provided by CenterCom to
`
`True Wireless for approximately three (3) years pursuant to a services agreement.
`
`34.
`
`In addition, HTH improperly rejected and refused to pay many other invoices, each
`
`of which was an invoice for business-related services provided to True Wireless by a supplier and
`
`was required to be paid under Section 2(a)(ii) of the Management Agreement.
`
`35.
`
`The invoices for services provided to True Wireless in May, June and July 2020
`
`that HTH refused to pay are set for the below:
`
`SUPPLIER
`
`INVOICE
`DATE
`
`INVOICE
`NUMBER
`
`DUE DATE
`
`INVOICE
`AMOUNT
`
`June 30, 2020
`StoneyCreek
`321 Communications May 28, 2020
`321 Communications
`June 26, 2020
`Surge Holdings
`May 31, 2020
`Surge Holdings
`June 15, 2020
`Surge Holdings
`June 17, 2020
`Surge Holdings
`June 25, 2020
`Surge Holdings
`June 30, 2020
`CenterCom
`June 1, 2020
`CenterCom
`July 1, 2020
`
`
`
`July 10, 2020
`July Rent
`TW0620COLO May 28, 2020
`TW0520COLO
`June 26, 2020
`86346
`June 15, 2020
`86353
`June 30, 2020
`86359
`July 2, 2020
`86358
`July 10, 2020
`86357
`July 15, 2020
`13-0036
`June 12, 2020
`13-0036
`July 8, 2020
`Total
`
`
`$1,600.00
`$1,622.00
`$1,622.00
`$2,166.67
`$2,166.67
`$12,763.23
`$3,000.00
`$2,166.67
`$150,000.00
`$113,647.00
`$290,754.24
`
`
`True and correct copies of the above-referenced invoices are attached hereto as Group Exhibit 2.
`
`
`36.
`
`HTH gave no legitimate reason for rejecting the invoices, stating simply they were
`
`“irrelevant.”
`
`37.
`
`By rejecting and refusing to pay the above-listed invoices to True Wireless from its
`
`suppliers and other creditors, HTH materially breached Section 2(a)(ii) of the Management
`
`Agreement.
`
`38.
`
`In addition, HTH materially breached Section 2(a)(ii) of the Management
`
`Agreement by failing to pay additional invoices that HTH approved and informed True Wireless
`
`Plaintiff’s Original Complaint
`
`8
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`

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`Case 4:20-cv-02666 Document 1 Filed on 07/29/20 in TXSD Page 9 of 15
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`that HTH would pay. True and correct copies of additional invoices that HTH approved but failed
`
`to pay are attached hereto as Group Exhibit 3.
`
`39.
`
`Specifically, on July 6, 2020, Do, President of HTH, sent an email to Mike
`
`Fina, who is a consultant for True Wireless, containing a spreadsheet of invoices reflecting
`
`expenses incurred by True Wireless in the ordinary course of business in May and June 2020.
`
`Services reflected in the invoices include legal services, marketing services and use of a United
`
`States Postal Service P.O. Box. In the email, Do indicated that “HTH Will Pay” invoices totaling
`
`$174,707.77. However, all of these invoices remain unpaid.
`
`40.
`
`The total amount of invoices and expenses HTH ultimately failed to pay (including
`
`invoices HTH refused to pay) is set forth below:
`
`SUPPLIER
`
`INVOICE
`DATE
`
`INVOICE
`NUMBER
`
`DUE DATE
`
`INVOICE
`AMOUNT
`
`June 22, 2020
`PWG
`June 29, 2020
`PWG
`Surge Holdings May 2, 2020
`Surge Holdings May 16, 2020
`Surge Holdings May 16, 2020
`Surge Holdings May 30, 2020
`Mazama
`May 22, 2020
`Racer
`June 1, 2020
`Management
`Interstate TRS
`Fund
`USPS
`
`June 12, 2020
`
`June 1, 2020
`
`June 1, 2020
`
`EWP
`Communications
`June 24, 2020
`WM Consulting
`George Makohin May 29, 2020
`
`George Makohin June 28, 2020
`
`INV8774
`8803
`86335
`86332
`86326
`86344
`INV-9132
`R062020
`
`INV-
`82735060029
`PO Box
`Renewal
`TW06120
`
`INV1123
`OCC Matter:
`EN 20-46 May
`OCC Matter:
`EN 20-46 June
`
`June 29, 2020
`July 6, 2020
`May 17, 2020
`May 31, 2020
`May 31, 2020
`June 14, 2020
`May 22, 2020
`June 1, 2020
`
`$3,701.89
`$3,096.10
`$25.00
`$44.55
`$22.16
`$9.44
`$2,668.10
`$1,500.00
`
`July 10, 2020
`
`$163.83
`
`June 30, 2020
`
`$318.00
`
`June 1, 2020
`
`$1,000.00
`
`July 1, 2020
`May 29, 2020
`
`$7,623.70
`$1,300.00
`
`June 28, 2020
`
`$600.00
`
`Plaintiff’s Original Complaint
`
`9
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`

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`Case 4:20-cv-02666 Document 1 Filed on 07/29/20 in TXSD Page 10 of 15
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`SUPPLIER
`
`INVOICE
`DATE
`
`INVOICE
`NUMBER
`
`DUE DATE
`
`INVOICE
`AMOUNT
`
`321
`Communications
`(Settlement)
`Sales Taxes &
`USF Fees
`Surge Logics
`
`July 2020
`
`
`
`June 25, 2020
`
`May 28, 2020
`
`June 26, 2020
`
`321
`Communication
`321
`Communications
`June 30, 2020
`Stoney Creek
`Surge Holdings May 31, 2020
`Surge Holdings
`June 15, 2020
`Surge Holdings
`June 30, 2020
`Surge Holdings
`June 17, 2020
`CenterCom
`June 1, 2020
`CenterCom
`July 1, 2020
`
`
`
`
`
`
`
`July 2020
`
`$18,035.13
`
`May 2020
`
`$1,049.19
`
`86358
`
`May & June
`Cover PPW
`Weekly Invoices
`TW0520COLO May 28, 2020
`
`$6,500.00
`
`$1,622.00
`
`TW0620COLO
`
`June 26, 2020
`
`$1,622.00
`
`July Rent
`86346
`86353
`86357
`86359
`13-0036
`13-0036
`
`
`July 10, 2020
`June 15, 2020
`June 30, 2020
`July 15, 2020
`July 2, 2020
`June 12, 2020
`July 8, 2020
`Total
`
`$1,600.00
`$2,166.67
`$2,166.67
`$2,166.67
`$12,763.23
`$150,000.00
`$113,647.00
`$335,411.33
`
`41.
`
`Indeed, on July 1, 2020, Do sent an email to True Wireless’s general counsel stating
`
`that HTH would pay the invoices of two services providers ($7,500 to Government Consulting
`
`Services and $3,100 to JBC Telecommunications). However, HTH reneged on its promise and
`
`failed to pay these invoices.
`
`42.
`
`True Wireless has suffered monetary damages as a proximate result of HTH’s
`
`breaches of the Management Agreement.
`
`43.
`
`On July 2, 2020, True Wireless sent a letter to HTH identifying HTH’s breaches of
`
`the Management Agreement by failing to pay invoices owed to True Wireless’s vendors and other
`
`creditors. A true and correct copy of True Wireless’s July 2, 2020 letter to HTH is attached hereto
`
`as Exhibit 4. This July 2, 2020 letter demanded that HTH cure its breaches of the Management
`
`Agreement by July 6, 2020 at 5:00 p.m.
`
`Plaintiff’s Original Complaint
`
`10
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`

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`Case 4:20-cv-02666 Document 1 Filed on 07/29/20 in TXSD Page 11 of 15
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`44.
`
`HTH did not respond to True Wireless’s July 2, 2020 letter and did not cure its
`
`breaches of the Management Agreement.
`
`45.
`
`On July 6, 2020, True Wireless sent HTH a letter informing HTH that due to HTH’s
`
`material breach of the Management Agreement, True Wireless was terminating the Management
`
`Agreement as of July 6, 2020 at 5:00 p.m. A true and correct copy of True Wireless’s July 6, 2020
`
`letter to HTH is attached hereto as Exhibit 5.
`
`46.
`
`Based upon HTH’s multiple breaches of the Management Agreement (among other
`
`reasons), on July 20, 2020, True Wireless, Surge and Mr. Cox terminated the Purchase Agreement.
`
`47.
`
`True Wireless has requested HTH to transfer True Wireless’s domain name, which
`
`controls its website, www.gotruewireless.com, and social media accounts back to True Wireless,
`
`but as of the filing of this Complaint, HTH has refused, and is still maintaining control over True
`
`Wireless’s website and social media accounts.
`
`48.
`
`True Wireless’s website and social media accounts are essential to its business.
`
`Because HTH has refused to return control of True Wireless’s domain name and social media
`
`accounts, True Wireless has been forced to expend significant time and expense to rebuild these
`
`accounts.
`
`COUNT I:
`BREACH OF CONTRACT
`
`Plaintiff restates and re-alleges the allegations above for this Paragraph of Count I
`
`49.
`
`as if fully set forth herein.
`
`50.
`
`On or about June 26, 2020, HTH and True Wireless entered into the Management
`
`Agreement.
`
`51.
`
`The Management Agreement is a valid and enforceable contract.
`
`Plaintiff’s Original Complaint
`
`11
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`

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`Case 4:20-cv-02666 Document 1 Filed on 07/29/20 in TXSD Page 12 of 15
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`52.
`
`True Wireless has performed all of its obligations under the Management
`
`Agreement.
`
`53.
`
`HTH materially breached the Management Agreement, specifically Section 2(a)(ii)
`
`of the Management Agreement, by rejecting and refusing to pay ten (10) invoices from vendors
`
`and creditors of True Wireless totaling in the aggregate $290,754.24.
`
`54.
`
`In addition, HTH materially breached the Management Agreement by failing to pay
`
`additional invoices that it approved in its capacity as “Manager” under the Management
`
`Agreement.
`
`55.
`
`Further, HTH materially breached the Management Agreement by diverting the
`
`USAC Funds to pay itself and its affiliate company TX Mobile without True Wireless’s
`
`authorization.
`
`56.
`
`HTH also has breached the Management Agreement by refusing to return control
`
`over True Wireless’s domain name and social media accounts to True Wireless.
`
`57.
`
`HTH’s foregoing breaches of the Management Agreement have proximately
`
`caused True Wireless monetary damages in an amount to be determined at trial.
`
`COUNT II:
`DECLARATORY JUDGMENT PURSUANT TO 28 U.S.C. § 2201(A)
`
`Plaintiff restates and re-alleges the allegations above for this Paragraph of Count II
`
`58.
`
`as if fully set forth herein.
`
`59.
`
`The Management Agreement is a valid and enforceable contract that required HTH
`
`to “pay amounts owed to [True Wireless’s] suppliers, providers, independent agents and other
`
`creditors in accordance with the terms and provisions of the contracts of [True Wireless’s]
`
`business[.]” Ex. 1, § 2(a)(ii).
`
`60.
`
`The Management Agreement is a valid and enforceable contract.
`
`Plaintiff’s Original Complaint
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`12
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`Case 4:20-cv-02666 Document 1 Filed on 07/29/20 in TXSD Page 13 of 15
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`61.
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`True Wireless has performed all of its obligations under the Management
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`Agreement.
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`62.
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`HTH materially breached the Management Agreement, specifically Section
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`2(a)(ii), by rejecting and refusing to pay ten (10) legitimate invoices from suppliers and vendors
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`of True Wireless totaling $290,754.24.
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`63.
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`In addition, HTH materially breached the Management Agreement by failing to pay
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`additional invoices that it approved as “proper” under the Management Agreement.
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`64.
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`Further, HTH materially breached the Management Agreement by diverting the
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`USAC Funds to pay itself and its affiliate company, TX Mobile, without True Wireless’s
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`authorization.
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`65.
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`HTH has also breached the Management Agreement by refusing to return control
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`over True Wireless’s domain name and social media accounts to True Wireless.
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`66.
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`HTH had no right to breach the Management Agreement by refusing or failing to
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`pay invoices from suppliers and creditors of True Wireless, and diverting the USAC Funds to pay
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`HTH, TX Mobile and/or others on the grounds that True Wireless has not fully and materially
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`complied with the Management Agreement.
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`67.
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`On July 6, 2020, True Wireless sent a letter to HTH informing HTH that because
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`of HTH’s material breach of the Management Agreement, True Wireless was terminating the
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`Management Agreement as of July 6, 2020 at 5:00 p.m. See Ex. 4.
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`68.
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`These circumstances present an actual and justiciable controversy between the
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`parties that is not advisory, moot or premature. An immediate and definitive determination of the
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`validity of the termination of the Management Agreement is necessary to resolve the controversy
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`Plaintiff’s Original Complaint
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`13
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`Case 4:20-cv-02666 Document 1 Filed on 07/29/20 in TXSD Page 14 of 15
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`and, thereby, clarify and settle the legal relations between the parties, and afford relief from the
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`uncertainty that has arisen from the controversy.
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`COUNT III:
`REQUEST FOR AN ACCOUNTING
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`69.
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`Plaintiff restates and re-alleges the allegations above for this Paragraph of Count
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`III as if fully set forth herein.
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`70.
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`HTH holds, possesses or controls funds and will continue to hold, possess and
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`control funds rightfully belonging to True Wireless, most of which should have been paid to True
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`Wireless’s creditors.
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`71.
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`A proper accounting is necessary to accurately determine the proper allocation of
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`the funds collected on behalf of True Wireless, and how such funds were spent. Additionally, an
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`accounting is necessary for tax purposes, as True Wireless will be unable to determine the extent
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`of its tax liability without a full accounting.
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`72.
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`True Wireless is, therefore, entitled to an accounting in connection with its breach
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`of contract claim against HTH.
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`PRAYER
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`WHEREFORE, Plaintiff True Wireless, Inc. respectfully requests that this Court enter
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`judgment in its favor and against Defendant HTH Communications, LLC, on Counts I, II and III
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`and award the following relief:
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`(a)
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`(b)
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`(c)
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`Compensatory damages in an amount to be determined at trial;
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`A declaratory judgment that HTH materially breached the Management Agreement
`by refusing and/or failing to pay invoices from True Wireless’s suppliers and/or
`creditors and otherwise transferring the USAC Funds to itself and/or others;
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`A declaratory judgment that True Wireless properly terminated the Management
`Agreement based on material breaches of the Management Agreement committed
`by HTH, such that True Wireless and Mr. Cox have no future obligation to perform
`under the Management Agreement;
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`Plaintiff’s Original Complaint
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`14
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`Case 4:20-cv-02666 Document 1 Filed on 07/29/20 in TXSD Page 15 of 15
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`(d)
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`(e)
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`(f)
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`(g)
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`Order HTH to provide a full accounting as to all amounts it received and/or
`expended in connection with the Management Agreement;
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`Prejudgment and post-judgment interest as allowed by law;
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`True Wireless’s reasonable attorney’s fees and costs; and
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`Such other relief as the Court deems just and proper.
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`Respectfully submitted,
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`/s/ Daniel W. Jackson
`Daniel W. Jackson, SBN 00796817
`S.D. of Texas ID No. 20462
`3900 Essex Lane, Suite 1116
`Houston, Texas 77027
`(713) 522-4435
`(713) 527-8850 – fax
`daniel@jacksonlaw-tx.com
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`Attorney in Charge for Plaintiff
`True Wireless, Inc.
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`OF COUNSEL:
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`VEDDER PRICE P.C.
`Jeanah Park, SBN 6278193
`jpark@vedderprice.com
`Joshua J. Orewiler, SBN 6309835
`jorewiler@vedderprice.com
`222 North LaSalle Street, Suite 2600
`Chicago, Illinois 60601-1003
`(312) 609-7500
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`Plaintiff’s Original Complaint
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`15
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