1
`
`2
`
`3
`
`4
`
`5
`
`6
`
`7
`
`8
`
`9
`
`10
`
`11
`
`12
`
`13
`
`14
`
`15
`
`16
`
`17
`
`18
`
`19
`
`20
`
`21
`
`22
`
`23
`
`24
`
`25
`
`
`
`Plaintiff,
`
`
`v.
`
`BIRD RIDES, INC. a California corporation,
`
`
` CASE NO.
`
`
`COMPLAINT FOR BREACH OF
`CONTRACT AND UNJUST
`ENRICHMENT OR, IN THE
`ALTERNATIVE, ORDER
`COMPELLING ARBITRATION
`
`
`
`Case 2:20-cv-01791-MLP Document 1 Filed 12/08/20 Page 1 of 10
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`UNITED STATES DISTRICT COURT
`WESTERN DISTRICT OF WASHINGTON
`AT SEATTLE
`
`
`LOGIC20/20 INC., a Washington corporation,
`
`
`Defendant.
`
`
`
`
`
`
`
`
`Plaintiff Logic20/20 Inc. (“Logic” or “Plaintiff”), in support of this complaint
`
`(the “Complaint”) against defendant Bird Rides, Inc. (“Bird” or “Defendant,” and together with
`
`Plaintiff, the “Parties”), does hereby allege as follows:
`
`NATURE OF THE ACTION
`This action is a straightforward, failure-to-pay breach of contract by Defendant
`
`1.
`
`under that certain Master Services Agreement dated November 27, 2019 between the Parties
`
`(the “Agreement” or “MSA”) for work performed under the MSA by Plaintiff for Defendant.
`
`THE PARTIES
`Plaintiff, a Seattle-based corporation organized under the laws of the state of
`
`2.
`
`Washington, is a business management and technology consulting organization.
`
`3.
`
`Defendant is a “micromobility company” with headquarters in Santa Monica,
`
`COMPLAINT FOR BREACH OF CONTRACT AND
`UNJUST ENRICHMENT OR, IN THE ALTERNATIVE,
`ORDER COMPELLING ARBITRATION - 1
`
`
`
`FOSTER GARVEY P.C.
`1111 THIRD AVENUE, SUITE 3000
`SEATTLE, WASHINGTON 98101-3292
`PHONE (206) 447-4400
`
`
`
`
`
`
`

`

`Case 2:20-cv-01791-MLP Document 1 Filed 12/08/20 Page 2 of 10
`
`
`
`California. At all times material to this Complaint, Defendant purposely directed business
`
`activities at the state of Washington, including by engaging Plaintiff.
`
`JURISDICTION AND VENUE
`This Court has subject matter jurisdiction over this action pursuant to
`
`4.
`
`28 U.S.C. § 1332(a) and the amount-in-controversy exceeds $75,000.
`
`5.
`
`This Court has personal jurisdiction over the Parties because Plaintiff is a
`
`resident of, or business active in, Washington state, and Defendant transacted with Plaintiff.
`
`6.
`
`Venue is proper in this Court pursuant to 28 U.S.C. § 1391(b)(2) as a substantial
`
`part of the events or omissions underlying this Complaint occurred in this judicial district.
`
`FACTUAL BACKGROUND AND GENERAL ALLEGATIONS
`Plaintiff is a business management and technology consulting organization
`
`7.
`
`which assists clients in a wide range of industries with strategy and operations, advanced
`
`analytics (e.g., machine learning), digital transformation and marketing, and management and
`
`implementation of technology solutions.
`
`8.
`
`Prior to November 27, 2019, Defendant contacted Plaintiff and inquired about
`
`Plaintiff’s services.
`
`9.
`
`10.
`
`On or about November 27, 2019, the Parties entered into the MSA.
`
`Pursuant to the Statement of Work attached to the MSA, Plaintiff was engaged
`
`by Defendant to “support and partner with the rollout” of an acquisition by Defendant of a data
`
`processing company by “finding a way to land data from selected top priority data sources” to
`
`the system acquired by Defendant.
`
`11.
`
`Pursuant to the MSA, Defendant agreed to pay Plaintiff pursuant to a fee
`
`schedule in the Statement of Work and to reimburse Plaintiff for “all expenses incurred . . .
`
`pursuant to the performance of services performed under this Agreement . . . .”
`
`12.
`
`The MSA required Plaintiff to submit monthly invoices to Defendant, with
`
`1
`
`2
`
`3
`
`4
`
`5
`
`6
`
`7
`
`8
`
`9
`
`10
`
`11
`
`12
`
`13
`
`14
`
`15
`
`16
`
`17
`
`18
`
`19
`
`20
`
`21
`
`22
`
`23
`
`24
`
`25
`
`
`
`COMPLAINT FOR BREACH OF CONTRACT AND
`UNJUST ENRICHMENT OR, IN THE ALTERNATIVE,
`ORDER COMPELLING ARBITRATION - 2
`
`
`
`FOSTER GARVEY P.C.
`1111 THIRD AVENUE, SUITE 3000
`SEATTLE, WASHINGTON 98101-3292
`PHONE (206) 447-4400
`
`
`
`
`
`
`

`

`Case 2:20-cv-01791-MLP Document 1 Filed 12/08/20 Page 3 of 10
`
`
`
`payment due within thirty (30) days of receipt of invoice, and further provided that payments
`
`not made in a timely manner would be subject to interest in an amount equal to one percent
`
`(1%) of the invoice amount outstanding for each 30-day period that such payment was late.
`
`13.
`
`The MSA further provides that the parties shall first attempt to resolve any
`
`dispute by good faith negotiations, mediation, and arbitration.
`
`14.
`
`The MSA further provides that “[i]n any legal action, arbitration or other
`
`proceeding related to or arising out of this Agreement, including . . . the failure of [Bird] to
`
`remit payment of the fees or reimbursement of expenses hereunder, the substantial prevailing
`
`party or parties shall be entitled to recover from the other party reasonable attorney’s fees and
`
`other costs incurred.”
`
`15.
`
`As required by the MSA, Plaintiff sent Defendant three invoices for work
`
`performed by Plaintiff for Defendant pursuant to the MSA, which invoices are dated January
`
`31, 2020, February 29, 2020, and March 23, 2020 (collectively, the “Invoices”), with original
`
`balances of $68,375, $72,250, and $30,950, respectively (for an aggregate balance of
`
`$171,575). Pursuant to those invoices, Defendant was required to remit payment in full to
`
`Plaintiff by no later than March 1, 2020, March 30, 2020, and April 22, 2020, respectively.
`
`Copies of the Invoices are attached as Exhibit A.
`
`16.
`
`Defendant failed to pay any of the Invoices within thirty (30) days of receiving
`
`them as required by the MSA.
`
`17.
`
`From approximately April 2020 through November 2020, despite Plaintiff’s
`
`best efforts to reach a compromise with Defendant regarding the amounts owed by Defendant
`
`to Plaintiff, Defendant’s interactions with Plaintiff only signify attempts by Defendant to
`
`unjustifiably delay repayment of the amounts due and owing.
`
`18.
`
`On two separate occasions, Defendant proposed a repayment schedule to which
`
`Plaintiff agreed, but Defendant never made a single payment to Plaintiff under either proposal.
`
`1
`
`2
`
`3
`
`4
`
`5
`
`6
`
`7
`
`8
`
`9
`
`10
`
`11
`
`12
`
`13
`
`14
`
`15
`
`16
`
`17
`
`18
`
`19
`
`20
`
`21
`
`22
`
`23
`
`24
`
`25
`
`
`
`COMPLAINT FOR BREACH OF CONTRACT AND
`UNJUST ENRICHMENT OR, IN THE ALTERNATIVE,
`ORDER COMPELLING ARBITRATION - 3
`
`
`
`FOSTER GARVEY P.C.
`1111 THIRD AVENUE, SUITE 3000
`SEATTLE, WASHINGTON 98101-3292
`PHONE (206) 447-4400
`
`
`
`
`
`
`

`

`Case 2:20-cv-01791-MLP Document 1 Filed 12/08/20 Page 4 of 10
`
`
`
`19.
`
`On October 15, 2020, Defendant offered a lump sum payment of $141k in
`
`satisfaction of all amounts owed by Defendant to Plaintiff, which Plaintiff accepted, but
`
`Defendant never made a single payment to Plaintiff.
`
`20.
`
`On November 6, 2020, Plaintiff requested that the Parties waive the mediation
`
`requirement in light of Defendant not disputing the debt owed to Plaintiff, and instead proceed
`
`directly to arbitration. Defendant did not respond.
`
`21.
`
`On November 24, 2020, Plaintiff informed Defendant that Plaintiff would
`
`construe a failure to respond by close of business on November 30, 2020, as a refusal to
`
`cooperate under the MSA and that Plaintiff would seek further appropriate relief, including
`
`through the courts.
`
`22.
`discussing Plaintiff’s proposal internally and would respond by the end of the week (i.e.,
`
`On December 1, 2020, counsel for Defendant stated that Defendant was
`
`December 4, 2020).
`
`23.
`
`Notwithstanding Defendant’s obvious stalling tactics and multiple broken
`
`promises, Plaintiff gave Defendant yet another chance to agree to arbitration.
`
`24.
`
`As of the time this Complaint was filed, Plaintiff had not received the response
`
`promised by Defendant (or any further correspondence or update of any nature).
`
`25.
`
`To date, Plaintiff has incurred legal fees and expenses of at least $4,432.50
`
`relating to efforts to collect the amounts owed by Defendant to Plaintiff.
`
`26.
`
`To date, Defendant has not made a single payment to Plaintiff for Plaintiff’s
`
`provision of services to Defendant.
`
`COUNT I – BREACH OF CONTRACT
`All preceding paragraphs are incorporated as if fully set forth herein.
`
`Plaintiff has complied with all of its obligations under the MSA.
`
`Defendant has breached the MSA because it has failed to pay Plaintiff for
`
`27.
`
`28.
`
`29.
`
`1
`
`2
`
`3
`
`4
`
`5
`
`6
`
`7
`
`8
`
`9
`
`10
`
`11
`
`12
`
`13
`
`14
`
`15
`
`16
`
`17
`
`18
`
`19
`
`20
`
`21
`
`22
`
`23
`
`24
`
`25
`
`
`
`COMPLAINT FOR BREACH OF CONTRACT AND
`UNJUST ENRICHMENT OR, IN THE ALTERNATIVE,
`ORDER COMPELLING ARBITRATION - 4
`
`
`
`FOSTER GARVEY P.C.
`1111 THIRD AVENUE, SUITE 3000
`SEATTLE, WASHINGTON 98101-3292
`PHONE (206) 447-4400
`
`
`
`
`
`
`

`

`Case 2:20-cv-01791-MLP Document 1 Filed 12/08/20 Page 5 of 10
`
`
`
`Plaintiff’s services as required under the terms and conditions of the MSA.
`
`30.
`
`Plaintiff has suffered damages which are the direct and proximate result of
`
`Defendant’s breach of the MSA in an amount to be determined at or before the time of trial and
`
`not less than $190,107.75, plus all allowable costs, interest, and attorneys’ fees.
`
`COUNT II – UNJUST ENRICHMENT (in the alternative)
`All preceding paragraphs are incorporated as if fully set forth herein.
`
`At Defendant’s request, Plaintiff provided Defendant with valuable services,
`
`31.
`
`32.
`
`from which Defendant has benefitted.
`
`Plaintiff’s performance of services entitles Plaintiff to receive compensation for
`
`33.
`the fair value of its services under the doctrine of unjust enrichment (i.e., quantum meruit).
`
`34.
`
`35.
`
`Defendant has failed to pay Plaintiff for Plaintiff’s services.
`
`Defendant is liable to Plaintiff under the doctrine of unjust enrichment (i.e.,
`
`quantum meruit) in an amount to be proven before or at trial and not less than $190,107.75,
`
`plus all allowable costs, interest, and attorney’s fees and costs.
`
`COUNT III – ORDER COMPELLING ARBITRATION (in the alternative)
`All preceding paragraphs are incorporated as if fully set forth herein.
`36.
`
`37.
`
`Defendant has refused to engage in good faith (or at all) with Plaintiff regarding
`
`resolution of the disputes set forth in this Complaint.
`
`38.
`
`Defendant’s failure to meaningfully engage with Plaintiff has rendered futile
`
`Plaintiff’s efforts to resolve the disputes through mediation or arbitration.
`
`39.
`
`Plaintiff believes that it is entitled to damages as set forth in Counts I and II
`
`above and that it should be excused from any arbitration requirement in the MSA in light of
`
`Defendant’s refusal to reasonably cooperate with Plaintiff.
`
`40.
`
`Nevertheless, in the event the Court determines that arbitration of this matter is
`
`required, Plaintiff requests an order compelling Defendant arbitrate this dispute.
`
`1
`
`2
`
`3
`
`4
`
`5
`
`6
`
`7
`
`8
`
`9
`
`10
`
`11
`
`12
`
`13
`
`14
`
`15
`
`16
`
`17
`
`18
`
`19
`
`20
`
`21
`
`22
`
`23
`
`24
`
`25
`
`
`
`COMPLAINT FOR BREACH OF CONTRACT AND
`UNJUST ENRICHMENT OR, IN THE ALTERNATIVE,
`ORDER COMPELLING ARBITRATION - 5
`
`
`
`FOSTER GARVEY P.C.
`1111 THIRD AVENUE, SUITE 3000
`SEATTLE, WASHINGTON 98101-3292
`PHONE (206) 447-4400
`
`
`
`
`
`
`

`

`Case 2:20-cv-01791-MLP Document 1 Filed 12/08/20 Page 6 of 10
`
`
`
`PRAYER FOR RELIEF
`WHEREFORE, having set forth its allegations, claims, and causes of action, Plaintiff
`
`prays for the following relief against Defendant:
`
`A. Judgement against Defendant in an amount to be proven before or at trial and
`
`not less than $190,107.75, plus all allowable costs, interest, and attorney’s fees;
`
`and
`
`B. For such further and other relief as the Court deems just and proper.
`Dated this 8th day of December, 2020.
`
`
`
`
`
`/s/ Rylan Weythman
`/s/ Dan Youngblut
`Rylan Weythman, WSBA #45352
`Dan Youngblut, WSBA #56010
`FOSTER GARVEY P.C.
`1111 Third Avenue, Suite 3000
`Seattle, Washington 98101
`Telephone: (206) 447-4400
`Facsimile: (206) 447-9700
`Email: rylan.weythman@foster.com
`
` dan.youngblut@foster.com
`Counsel for Plaintiff Logic2020 Inc.
`
`
`1
`
`2
`
`3
`
`4
`
`5
`
`6
`
`7
`
`8
`
`9
`
`10
`
`11
`
`12
`
`13
`
`14
`
`15
`
`16
`
`17
`
`18
`
`19
`
`20
`
`21
`
`22
`
`23
`
`24
`
`25
`
`
`
`COMPLAINT FOR BREACH OF CONTRACT AND
`UNJUST ENRICHMENT OR, IN THE ALTERNATIVE,
`ORDER COMPELLING ARBITRATION - 6
`
`
`
`FOSTER GARVEY P.C.
`1111 THIRD AVENUE, SUITE 3000
`SEATTLE, WASHINGTON 98101-3292
`PHONE (206) 447-4400
`
`
`
`
`
`
`

`

`Case 2:20-cv-01791-MLP Document 1 Filed 12/08/20 Page 7 of 10
`Case 2:20-cv-01791-MLP Document 1 Filed 12/08/20 Page 7 of 10
`
`
`
`EXHIBIT A
`EXHIBIT A
`
`INVOICES
`INVOICES
`
`
`1
`
`2
`
`3
`
`4
`
`\IOUI-PUJN
`
`5
`
`6
`
`7
`
`8
`
`9
`
`10
`10
`
`11
`11
`
`12
`12
`
`13
`13
`
`14
`14
`
`15
`15
`
`16
`16
`
`17
`17
`
`18
`18
`
`19
`19
`
`20
`20
`
`21
`21
`
`22
`22
`
`23
`23
`
`24
`24
`
`25
`25
`
`
`
`EXHIBIT A
`EXHIBIT A
`
`
`
`
`
`
`
`FOSTER GARVEY RC.
`FOSTER GARVEY P.C.
`1111 THIRD AVENUE, SUITE 3000
`1111 THIRD AVENUE, SUITE 3000
`SEATTLE, WASHINGTON 98101-3292
`SEATTLE, WASHINGTON 98101-3292
`PHONE (206) 447-4400
`PHONE (206) 447-4400
`
`
`

`

`Case 2:20-cv-01791-MLP Document 1 Filed 12/08/20 Page 8 of 10
`
`
`
`Primitive Logic, Inc.
`1501 1st Ave S
`Seattle, WA 98134 US
`finance@logic2020.com
`
`INVOICE
`BILL TO
`P001839 - Data Streaming
`2501 Colorado Ave, Floor 2
`Santa Monica, CA 90404
`
`DATE
`
`ACTIVITY
`
`DESCRIPTION
`
`Services - Strategic
`
`Services - Strategic
`
`Services - Strategic
`
`Ben Kaely: Project Quality 1/1/20 -
`1/31/20
`
`John McMahon: Project Manager
`1/1/20 - 1/31/20
`
`Steve Nguyen: Developer 1/1/20 -
`1/31/20
`
`INVOICE
`DATE
`TERMS
`DUE DATE
`
`9643
`01/31/2020
`Net 30
`03/01/2020
`
`QTY
`
`33.50
`
`112
`
`160
`
`RATE
`
`250.00
`
`250.00
`
`200.00
`
`AMOUNT
`
`8,375.00
`
`28,000.00
`
`32,000.00
`
`PO#: BR14663
`
`For inquiries, please contact finance@logic2020.com.
`
`Thank you!
`
`Primitive Logic
`finance@logic2020.com
`206-576-0400
`
`BALANCE DUE
`
`$68,375.00
`
`Page 1 of 1
`
`

`

`Case 2:20-cv-01791-MLP Document 1 Filed 12/08/20 Page 9 of 10
`
`Logic20/20 Inc.
`1501 1st Ave S
`Seattle, WA 98134
`(206) 576-0400
`finance@logic2020.com
`
`BILL TO
`P001839- Bird Rides Inc- Data
`Streaming
`
`INVOICE 9696
`
`DATE 02/29/2020 TERMS Net 30
`
`P.O. NUMBER
`BR14663
`
`DATE
`
`ACTIVITY
`
`Services - Strategic
`Benjamin Kaely: Project Quality 2/1/20
`- 2/29/20
`Services - Strategic
`John McMahon: Project Manager
`2/1/20 - 2/29/20
`Services - Strategic
`Steve Nguyen: Developer 2/1/20 -
`2/29/20
`
`For inquiries, please contact finance@logic2020.com.
`
`Thank you!
`
`Logic20/20
`finance@logic2020.com
`206-576-0400
`
`
`
`PROJECT NAME
`Data Streaming
`
`QTY
`
`21
`
`140
`
`160
`
`RATE
`
`250.00
`
`AMOUNT
`
`5,250.00
`
`250.00
`
`35,000.00
`
`200.00
`
`32,000.00
`
`TOTAL DUE
`
`USD 72,250.00
`
`Please make checks payable to Logic20/20 Inc. | Our EIN is 20-4309994.
`
`

`

`Case 2:20-cv-01791-MLP Document 1 Filed 12/08/20 Page 10 of 10
`
`Logic20/20 Inc.
`1501 1st Ave S
`Seattle, WA 98134
`(206) 576-0400
`finance@logic2020.com
`
`BILL TO
`P001839- Bird Rides Inc- Data
`Streaming
`
`INVOICE 9708
`
`DATE 03/23/2020 TERMS Net 30
`
`P.O. NUMBER
`BR14663
`
`DATE
`
`ACTIVITY
`
`Services - Strategic
`Benjamin Kaely: Project Quality 3/1/20
`- 3/31/20
`Services - Strategic
`John McMahon: Project Manager
`3/1/20 - 3/31/20
`Services - Strategic
`Steve Nguyen: Developer 3/1/20 -
`3/31/20
`
`For inquiries, please contact finance@logic2020.com.
`
`Thank you!
`
`Logic20/20
`finance@logic2020.com
`206-576-0400
`
`
`
`PROJECT NAME
`Data Streaming
`
`QTY
`
`15
`
`64
`
`56
`
`RATE
`
`250.00
`
`AMOUNT
`
`3,750.00
`
`250.00
`
`16,000.00
`
`200.00
`
`11,200.00
`
`TOTAL DUE
`
`USD 30,950.00
`
`Please make checks payable to Logic20/20 Inc. | Our EIN is 20-4309994.
`
`