Case 2:22-cv-00134-JCB Document 2-2 Filed 02/25/22 PageID.10 Page 1 of 9
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`Exhibit “1”
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`Exhibit “1”
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`PagelD.11 Page 2 of 9
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`ANDERSON & KARRENBERG
`Jared D. Scott (#15066)
`Samantha Hawe (#17615)
`50 West Broadway,Suite 600
`Salt Lake City, Utah 84101-2035
`Telephone: (801) 534-1700
`Facsimile: (801) 364-7697
`jscott@aklawtirm.com
`shaweaklawtirm.com
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`Attorneyfor Plaintiff Crystal Diagnostic Labs, LLC
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`IN THE THIRD JUDICIAL DISTRICT COURT FOR SALT LAKE COUNTY
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`STATE OF UTAH
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`CRYSTAL DIAGNOSTIC LABS, LLC., a
`Wyoming limited liability company,
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`Plaintiff,
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`Vs.
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`TNT CONSULTING GROUP, LLC, a
`Wyoming limited liability company; and TIM
`SHIRATA, an individual,
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`COMPLAINT
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`Tier 3
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`Case No.
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`Honorable
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`Defendants.
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`Crystal Diagnostic Labs, LLC (“Crystal”) hereby complains again TNT Consulting Group,
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`LLC (“TNT”) and Tim Shirata (“Shirata,” and with TNT,“Defendants”) andstates as follows:
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`PARTIES
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`1.
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`Crystal is a Wyominglimited liability company with its principal place of business
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`in Utah.
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`2.
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`TNTis a Wyoming limited liability company with its principal place of business in
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`California.
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`Case 2:22-cv-00134-JCB Document 2-2 Filed 02/25/22 PagelD.12 Page 3 of 9
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`3.
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`Shirata is an individual resident of California who transacts business in, among
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`other places, Utah, with companies like Crystal.
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`JURISDICTION AND VENUE
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`4.
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`This Court has jurisdiction pursuant
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`to Utah Code § 78A-5-102(2) and the
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`agreementof the parties.
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`Venueis appropriate in this court pursuant to § 78B-3-304, 78B-3-306, and 78B-3-
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`This case is a Tier 3 case pursuant to Utah Rule of Civil Procedure 26.
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`GENERAL ALLEGATIONS
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`In early 2021, Defendants entered into a consulting agreement (the “Consulting
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`307.
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`5.
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`6.
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`7.
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`Agreement’).
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`8.
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`The Consulting Agreement
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`restricted Defendants
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`from disclosing Crystal’s
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`confidential information and circumventing Crystal’s opportunities and relationships.
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`9.
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`Following the
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`entry into the Consulting Agreement, Crystal developed
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`opportunities to generate significant profits from Covid-19 testing sites in California.
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`10.
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`The sites were operated by a company called Heal 360 Management, Inc. (“Heal
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`360”).
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`11.
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`Starting no later than July 2021, Defendant breached the Consulting Agreement
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`by, amongotherthings, circumventing Crystal by negotiating with Crystal’s contractors, including
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`Heal 360, to exclude Crystal from the transactions that Crystal had set up.
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`12.
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`Defendant repeatedly made misrepresentations to Heal 360 and others about
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`Crystal.
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`Case 2:22-cv-00134-JCB Document 2-2 Filed 02/25/22 PagelD.13 Page 4 of 9
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`13,
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`Defendant made every effort to cause Heal 360 to contract with them and their
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`affiliates rather than Crystal.
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`14.
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`As part of these illegal efforts, Defendant utilized Crystal’s confidential
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`information and trade secrets, including public and non-public information related to operating
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`procedures, business plans andpractices.
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`15.
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`By October 2021, Defendants successfully convinced Crystal’s contractors and
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`others to stop doing business with Crystal and to operate the same type of business in the same
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`location while excluding Crystal from the benefits of the arrangement.
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`16.
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`This resulted in the loss of multiple contracts resulting in thousands ofdollars in
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`lost profits per day.
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`FIRST CAUSE OF ACTION
`(Breach of Contract)
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`17.
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`18.
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`19.
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`Crystal incorporates all previous paragraphsasif fully set forth herein.
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`The Consulting Agreementis a valid and enforceable contract.
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`Crystal performedall of its obligations under the Consulting Agreementuntil it was
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`excused from doing so by Defendants’ breaches.
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`20.
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`Defendants breached the Consulting Agreement by, amongotherthings, taking and
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`misusing Crystal’s confidential information and disclosing it to third partics and circumventing
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`Crystal’s interests and opportunities.
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`21.
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`Crystal suffered, and continuesto suffer, actual, consequential, direct, indirect, and
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`other special damagesas a result of Defendants’ breaches of contract.
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`22.
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`23.
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`Crystal is also entitled to an award of fees and costs.
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`Crystal is entitled to judgment in an amountto be provenat trial.
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`SECOND CAUSE OF ACTION
`(Breach of Implied Covenant)
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`24.
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`25.
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`terms.
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`Crystal incorporatesall previous paragraphsasif fully set forth herein.
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`Like all contracts, the Consulting Agreement contains both express and implied
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`26.
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`In addition to the breaches of the express terms described above, Defendants
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`breached the implied terms of the Consulting Agreement by taking actions that negate all benefits
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`of the Consulting Agreement from Crystal.
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`27.
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`Crystal suffered damagesas result of Defendants’ breaches of the implied terms of
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`the Consulting Agreement.
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`28.—Crystal is entitled to a judgmentin an amountto be provenattrial.
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`THIRD CAUSE OF ACTION
`(Intentional Interference with Existing Economic Relationships)
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`Crystal incorporatesall previous paragraphsas if fully set forth herein.
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`Defendantsintentionally and tortiously interfered with Crystal’s relationships with,
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`29.
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`30.
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`among others, non-party Heal 360.
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`31.
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`Defendants’
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`interference was
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`through improper,
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`illegal,
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`tortious,
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`and/or
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`anticompetitive means becauseit involved, among other things, misrepresentations.
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`32.
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`These misrepresentations were made by Defendants in late June 2021 and early
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`August 2021and included false statements that Crystal was engagedin illegal behavior, was not
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`payingits bills as they became due, and other false and defamatory claims.
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`33.
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`These misrepresentations were madeorally to, among others, Chris Munoz and
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`Jacqueline Hyunh.
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`Case 2:22-cv-00134-JCB Document 2-2 Filed 02/25/22 PagelD.15 Page 6 of 9
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`34.
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`35.
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`Defendants’ interference caused Crystal to incur substantial damages.
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`Defendants’ interference was so egregious that Crystal is entitled to actual and
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`punitive damages.
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`36.
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`Crystal is entitled to judgment in an amount to be proven at trial and to include
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`punitive damages.
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`FOURTH CAUSE OF ACTION
`(Misappropriation of Trade Secrets Under the Defend Trade Secrets Act)
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`37.
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`38.
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`Crystal incorporates all previous paragraphsasif fully set forth herein.
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`Crystal was the rightful legal and/or equitable ownerof trade secrets with respect
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`to, among other things,
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`their proprietary business plan, practices, contacts, and operating
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`procedures.
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`39.
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`This information constitutes trade secrets under the Defend Trade Secrets Act 18
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`U.S.C. §1836 et seq.
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`40.
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`The trade secrets are related to a product and/or services that are used or intended
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`to be usedin interstate commerce.
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`41.
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`Defendants misappropriated Crystal’s trade secrets by, among other things, using
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`them to circumvent and take Crystal’s business and business opportunities.
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`42.
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`Defendants’ misappropriation of trade secrets caused Crystal to suffer damagesin
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`an amountto be provenattrial.
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`43.
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`In addition to damages, Crystalis entitled to recoverits attorneys’ fees because the
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`misappropriation was willful and malicious.
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`44.
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`Crystal is also entitied to injunctive relief enjoining any further misappropriations.
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`FIFTH CAUSE OF ACTION
`(Misappropriation of Trade Secrets Under the Utah Trade Secret Act)
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`Crystal incorporates all preceding paragraphs asif fully set forth herein.
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`Crystal wasthe rightful legal and/or equitable owneroftrade secrets with respect
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`45.
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`46.
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`to, among other things,
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`their proprietary business plan, practices, contacts, and operating
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`procedures.
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`47.
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`48,
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`This information constitutes trade secrets under Utah Code § 13-24-2.
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`Defendants misappropriated Crystal’s trade secrets by, among other things, using
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`them to circumvent andtake Crystal’s business and business opportunities.
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`49.
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`Defendants’ misappropriation of trade secrets caused Crystal to suffer damagesin
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`an amountto be provenattrial.
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`50.
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`Defendants’ misappropriation was willful and malicious, so Crystalis entitled to
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`actual damages, unjust enrichment, and punitive or exemplary damages in amounts to be proven
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`at trial.
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`S1.
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`Crystalis also entitled to injunctive relief enjoining any further misappropriations.
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`SIXTH CAUSE OF ACTION
`(Unjust Enrichment)
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`52.
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`53.
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`Crystal incorporates all preceding paragraphsasif fully set forth herein.
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`Crystal’s confidential information is a benefit obtained by Defendants that has
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`caused them significant and ongoing economic benefits.
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`54.
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`55.
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`It is unjust for Defendantsto retain these ill-gotten benefits.
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`Crystal is entitled to judgment in an amountto be determinedattrial.
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`Case 2:22-cv-00134-JCB Document 2-2 Filed 02/25/22 PagelD.17 Page 8 of 9
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`JURY DEMAND
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`Crystal demandsa trial by jury onall issues.
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`PRAYER FOR RELIEF
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`WHEREFORE, Plaintiff prays for judgment against Defendants, jointly and severally, as
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`follows:
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`1.
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`On Plaintiffs First Cause of Action for breach of contract against Defendants for
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`monetary damagesin an amountto be provenattrial, attorney’s fees and costs, and any otherrelief
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`to which Plaintiff is entitled;
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`2.
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`On Plaintiff's Second Cause of Action for breach of implied covenant against
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`Defendants for monetary damages in an amountto be provenattrial, attorney’s fees and costs, and
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`any otherrelief to which Plaintiff is entitled;
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`3.
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`On Plaintiff's Third Cause of Action for intentional
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`interference with existing
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`economical relationships against Defendants for monetary damages in an amountto be proven at
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`trial, attorney’s fees and costs, and any otherrelief to which Plaintiffis entitled;
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`4.
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`OnPlaintiff's Fourth Cause of Action for misappropriation of trade secrets under
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`the Defend Trade Secrets Act against Defendants for monetary damages in an amount to be proven
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`at trial, attorney’s fees and costs, and any otherrelief to which Plaintiff is entitled:
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`5.
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`On Plaintiff's Fifth Cause of Action for misappropriation of trade secrets under the
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`Utah Trade Secret Act against Defendants for monetary damages in an amountto be proven at
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`trial, attorney’s fees and costs, and any otherrelief to which Plaintiff is entitled;
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`6.
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`On Plaintiffs Sixth Cause of Action for unjust enrichment against Defendants for
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`monetary damages in an amountto be provenattrial, attorney’s fees and costs, and any otherrelief
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`Case 2:22-cv-00134-JCB Document 2-2 Filed 02/25/22 PagelD.18 Page 9 of 9
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`to which Plaintiff is entitled.
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`7.
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`For such other and further relief as this Court deems just and proper.
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`DATEDthis 19th day of October, 2021.
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`ANDERSON & KARRENBERG,P.C.
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`/s/ Jared D. Scott
`Jared D. Scott
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`Samantha E. Hawe
`Attorneyfor Plaintiff Crystal Diagnostic Labs, LLC
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