Download pdf - uBeam Lawsuit

Case 2:11-cv-07057-SD Document 1 Filed 11/10/11 Page 1 of 25

UNITED STATES DISTRICT COURTFOR THE EASTERN DISTRICT OF PENNSYLVANIA

NORA LILY DWECK,4615 Oceanfront WalkMarina del Rey, California 90292,

PLAINTIFF,

v. I CIVIL ACTION NO.

MEREDITH E. PERRY,83 Berkley Avenue JURY TRIAL DEMANDEDBelle Mead, New Jersey 08502,

DEFENDANT.

COMPLAINT

Plaintiff, Nora Lily Dweck, by counsel, as and for her Complaint, individually and

derivatively, against Defendant, Meredith Perry, states and alleges as follows:

THE PARTIES, JURISDICTION, AND VENUE

1. Plaintiff, Nora Lily Dweck (hereinafter "Dweck"), is an individual who is a

citizen of the State of California and who presently resides at 4615 Oceanfront Walk, Marina del

Rey, California 90292.

2. Defendant, Meredith E. Perry ("Perry") is an individual who, upon information

and belief, is a citizen and resident of the State of New Jersey and resides at 83 Berkley Avenue,

Belle Mead, New Jersey 08502.

3. This Court has subject matter jurisdiction pursuant to 28 U.S.C. 1332, because

there is complete diversity of citizenship between the parties and the amount in controversy

exceeds $75,000.00.


4. This Court has personal jurisdiction over Defendant Perry pursuant to applicable

Pennsylvania law including, but not limited to, 42 Pa. C.S. 5322, in that, among other things,

Perry transacted business in the Commonwealth of Pennsylvania, caused harm and injury by acts

and omissions in the Commonwealth of Pennsylvania, and otherwise engaged in conduct while a

student at the University of Pennsylvania and thereafter which gives rise to personal jurisdiction

over her.

Venue is proper in this Court pursuant to 28 U.S.C. 1391(A)(2), because a

substantial part of the events or omissions giving rise to the claims occurred in this district.

FACTUAL BACKGROUND

6. In or about September, 2006, Dweck enrolled in and became a full-time student at

the University of Pennsylvania in Philadelphia, Pennsylvania. Except for a leave of absence, she

remained as a full-time student at the University of Pennsylvania until her graduation in May,

2011.

7. In or about September, 2007, Perry enrolled in and became a full-time student at

the University of Pennsylvania in Philadelphia, Pennsylvania. Perry remained and continued as

a full-time student at the University of Pennsylvania until her graduation in May, 2011.

8. While at the University of Pennsylvania, Dweck and Perry met each other, were

in the same comedy troupe known as Bloomers and for a period of time beginning in or about

August 2010, were roommates, and became close personal friends.

9. For several years and, most particularly in 2010, after they became roommates,

and the first part of 2011, Dweck and Perry spent extensive time together sharing creative ideas

and encouraging each other to come forth with creative ideas.

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10. At some time in 2010 during her senior year at the University of Pennsylvania,

Perry had an idea for creating a different kind of laptop charger.

11. Consistent with past and ongoing practices, Perry discussed her idea for a wireless

charger with Dweck, just as they had routinely discussed their respective thoughts and ideas with

one another on numerous occasions previously. They sought to encourage one another and to

use their collective energies, intelligence, wisdom, and abilities to expand upon their respective

thoughts and ideas and to endeavor to create a useful product.

12. After discussing Perry's initial thoughts regarding a potential wireless charger,

Dweck and Perry collaborated, brainstormed, and pooled their intellectual and other resources,

and worked cooperatively together to see whether the idea could be developed into a marketable

concept and product. They named the concept and the nascent product that they were working

on collectively "uBeam."

13. The uBeam product and concept was generated and evolved through Dweck's and

Perry's collective and collaborative efforts. They initially proceeded as equals, as partners in the

process. They held themselves out to others at least during the first five months of 2011 as

equals and partners in the process with respect to uBeam.

14. Dweck and Perry developed a concept of a uBeam "charge system." That charge

system would have two components the uBeam Charge Station, which is an apparatus which is

plugged into a wall socket and emits energy; and the uBeam Battery Adapter, which is plugged

into electronic devices and receives and absorbs energy from the Charge Station.

15. The uBeam Charge Station is, by way of analogy, like a speaker in a stereo

system except, instead of emitting audio, it emits ultrasound. Ultrasound is a form of sound

which can ultimately be converted into usable electrical energy. There is potential for ultrasound

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to be converted into usable energy with the help of an energy converter sometimes referred to or

known as a transducer.

16. The uBeam product potentially represents a substantial improvement and

advancement for the electronic industry. The uBeam product, if developed as envisioned by

Dweck and Perry working together, provides a remote charging modality as an alternative to

electronic charging modalities typically used now plugging electronic equipment into a

charger, plugged into an outlet. Perry and Dweck also thought of multiple applications

including, for example, medical applications, for uBeam which were to be included within and

protected by patent and included use of infrasound as a possible alternative to ultrasound.

17. The uBeam product and approach has the potential to revolutionize the electronics

industry.

18. The uBeam product and approach has the potential to be worth substantial

amounts, likely in the tens of millions of dollars.

19. In addition to the work which they did collaboratively and for their benefit

collectively in terms of developing the uBeam product and concept, Dweck and Perry also

collaborated to develop a marketing strategy. That marketing strategy included, among other

things, the concept of having both industrial and individual use models of their uBeam product.

The industrial model would be intended for robust usage and commercial and public areas,

whether coffee shops, book stores, train stations, airports, universities, apartment complexes, or

otherwise. The personal model would be intended for single-person use in homes, offices, or

small businesses.

20. At the University of Pennsylvania there was in 2011, and had been during a

number of prior years, a competition or contest known as PennVention. That is a program or

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competition which is and has been held annually by the Weiss Tech House, which is a hub of

technological innovation at the University of Pennsylvania. The Weiss Tech House encourages

and supports students in the creation, development, and commercialization of innovative

technologies.

21. Each year, PennVention accepts applications/proposals from those who want to

participate in the program and have innovative inventions, technologies or services which they

want considered during the competition. Entrants must be interested in and intending to start a

business for their service or technology.

22. Dweck and Perry entered the PennVention competition to be held in April, 2011.

They submitted uBeam for evaluation and consideration during the PennVention competition.

That submission was made by them as partners, jointly presenting uBeam.

23. Prior to the PeimVention Final Competition, Dweck and Perry each spent

considerable time and energy with respect to various aspects of uBeam including research,

development, and creation of business and marketing analyses and proposals or plans. They

each benefited from the work of the other and collaborated in their efforts.

24. With respect particularly to the PennVention competition, Dweck and Perry each

spent a considerable amount of time and energy, using their abilities, collaborating and preparing

for the presentation to be made. Among other things, they co-authored a business plan which

they submitted in an early phase or round of the competition. They also co-authored and jointly

prepared their PennVention PowerPoint presentations. They held themselves out to those

viewing the competition and evaluating the competitors and products as a collaborative team, as

equal partners in the process with respect to uBeam. During the competition, they announced

publicly that they were the "BeamTeam" and that their product was uBeam.

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25. As a result of their joint effort in developing and presenting uBeam in the

PennVention competition, Dweck and Perry won the $5,000.00 First Prize. They also jointly, as

a team, received four other awards: the Tapper Innovation Connect Award, with each of them

receiving a round-trip plane ticket to London, hotel accommodations for two nights, $1,000 for

expenses, and a private meeting to discuss their invention and product with the Chief

Technology Officer and Senior Vice President of Open Innovation at Unilever Plc.; the $3,000

Design for Manufacturing Award, awarded by Warminster-based design Circle, Inc.; the QVC

Consumer Innovation Award, which included $1,500 in cash and a one-hour meeting with a

buyer from the West Chester-based shopping network; and the $500 Audience Choice Award,

given out based on a vote by the guests present for the contest finals at the Weiss Tech House.

26. Dweck and Perry received those awards and accepted them jointly. They

received them as a team, each as a partner with the other.

27. As a result of and from their success in the PennVention competition, the uBeam

product began receiving publicity in the media. There were favorable articles in the local press,

as well as favorable comments on the internet. They and uBeam were also the subject of one or

more radio features.

28. Dweck and Perry, as a team, were pleased to receive the positive feedback as it

appeared through such publications.

29. Dweck and Perry were the co-founders of uBeam the product, the strategy, the

innovative technology, and the opportunity. They held themselves out to others as co-founders.

They also held themselves out as equal participants in the project and equal participants availing

themselves of the opportunity before them.

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30. Dweck and Perry, collectively, recognized that they needed to take appropriate

steps to protect the intellectual property rights relating to uBeam and any derivatives from it.

With Perry's knowledge, and agreement, Dweck spent substantial time in that endeavor. Among

other things, Dweck located and hired an attorney specializing in intellectual property rights and

obtaining protections for such rights. Through Dweck's and Perry's efforts, patent counsel was

engaged and a provisional patent application for the uBeam product was prepared.

31. In accordance with their discussions and agreements, Dweck and Perry,

collectively, took steps to protect the uBeam technology.

32. They submitted a provisional patent application. Perry signed the provisional

patent application for their uBeam product which they had presented at PennVention. Perry

signed the provisional patent application on behalf of Dweck and Perry ostensibly to protect their

shared and collective interests in uBeam.

33. In the context of preparation and submission of the provisional patent application,

Dweck and Perry discussed the assignment of the provisional patent and all right, title, and

interest in uBeam and the technology to an entity which Perry and Dweck would jointly own. In

May 2011, Perry represented, warranted and assured Dweck that that would be done. They

agreed that the patent would be assigned and transferred to their jointly owned entity.

34. Counsel provided the patent documents to Perry for signature to cause the

assignment to be made. In late May, 2010, Perry assured Dweck that the rights to the patent had

been so assigned. Perry told Dweck that she (Perry) had gone to a notary who had notarized the

patent assignment documents and that she (Perry) had in turn, sent the signed assignment

documents to their patent counsel.

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35. In that same time frame, Dweck took the lead for herself and her partner, Perry, in

developing a website for uBeam. She acquired domain names, including uBeam.com, and

uBeam.org. She hired and paid others who worked with her to develop a website, uBeam.com.

36. Initially, Dweck and Perry had used uBeam.org as their website, as someone else

owned uBeam.com. Through Dweck's efforts, they were able to acquire the uBeam.com website

and thereafter to use it.

37. The uBeam.com website was designed, developed, and launched. Perry was

consulted with, agreed to, and provided input with respect to the website and the information and

materials to be included on it. Dweck and Perry both provided, approved, and endorsed the

content and appearance of the uBeam.com website as published.

38. The uBeam.com website identifies Dweck and Perry as co-founders ofuBeam.

The website includes, among other things, the following statement regarding the co-founders:

"they have filed a provisional patent, are securing angel money, and finding the right

manufacturers to bring uBeam to market. They have created a small-scale proof of concept

model, but need better equipment for the actual prototype. Perry and Dweck are in the R&D

phase right now, and anticipate a finalized product by Fall 2011."

39. On the website, there is a photograph of Dweck and Perry together. The caption

to that photograph states "Meredith Perry (left) and Nora Dweck, with their invention, uBeam."

40. The website and statements and representations on it have been available to the

public for months. Dweck and Perry individually and jointly published materials on the website

fully expecting others to view and rely on information on that website. Among other things,

Perry viewed the website as an appropriate tool to promote Dweck and Perry's effort and

opportunity with respect to the uBeam product.

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41. Dweck also created, with the assistance of others, the uBeam logo and uBeam

business cards for herself and for Ms. Perry, as well as a pamphlet which could be distributed,

among other places, at the "All Things Digital" Conference.

42. Dweck and Perry were invited to attend a prestigious conference featuring

innovative technologies known as the "All Things Digital" Conference to be held in Palos,

Verdes, California, that is often times referred to as the "D Conference." At the D Conference,

Dweck and Perry collectively and collaboratively were to have the opportunity to make a

presentation of their uBeam product. The purpose of the presentation was, among other things,

to stimulate others to provide monies, whether equity, through loan, or otherwise, for further

research, development, and marketing of uBeam.

43. In anticipation of their participation in the D Conference, Dweck and Perry

considered and concluded that it would be advisable for them to present themselves as being part

of a formerly established and documented entity, each with a title.

44. On May 27, 2011, Perry forwarded to Dweck an Operating Agreement for a

limited liability company which she had prepared. According to Perry, the document was

prepared because she "just wanted us to have something for D."

45. Perry minimized the importance of the draft limited liability company operating

agreement. In that regard, she wrote to Dweck on May 27, 2011 that "we can make a 'real one'

when we have more time to discuss stuff after D."

46. In the context of their exchanges and discussions about the limited liability

company and the operating agreement for it, Perry and Dweck also discussed the uBeam product

and that the uBeam product would be owned by the limited liability company.

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47. In the context of the discussions about establishing a limited liability company,

Perry told and assured Dweck that the provisional patent, for which documents prepared by

patent counsel were being submitted to the U.S. Patent and Trademark Office in the same time

frame, was being assigned to the limited liability company which was being formed.

48. In the context of the discussions about forming a limited liability company and

the operating agreement for it, Perry represented, informed, and assured Dweck that, as a matter

of common practice, the primary inventor typically receives a substantially larger stake in a start-

up entity than does one who contributed lesser amounts to the invention and/or focused on

business, marketing, and other aspects of the enterprise and opportunity. Perry represented to

Dweck that, in the circumstances as they existed, a person in Perry's position would typically

hold at least an 80% membership interest and a person in Dweck's position would initially hold

no more than a 20% membership interest in the to be formed limited liability company.

49. In the context of establishing a limited liability company and an operating

agreement for it, Dweck relied upon Perry's statements, representations, warranties, and

commitments including that Dweck's equity interest would increase and that Perry's equity

interest would decrease ifDweck participated in raising funding for the enterprise.

50. The night before Dweck and Perry flew to California for the D Conference, Perry

and Dweck signed an operating agreement for uBeam, LLC, a Delaware limited liability

company. At that same time, Perry and Dweck agreed to change the Operating Agreement right

after the D conference. Perry and Dweck were, and remain as, the sole members of that limited

liability company.

51. By agreement between them, Perry became and held herself out as Chief

Executive Officer of uBeam, LLC and Dweck became and held herself out as Chief Financial

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Officer of uBeam, LLC. They presented themselves as the co-founders of and the joint owners

of uBeam, LLC.

52. Dweck would not have agreed to the establishment of, and would not have agreed

to be a member of uBeam, LLC, and would not have agreed to have a 20% membership interest

and for Perry to have an 80% membership interest, if she had known or had reason to believe

that Perry's representations, statements, conduct and assurances as set forth in Paragraphs 13, 24,

26, 29, 32-34, 37-40, and 44-50 were not true and correct.

53. Dweck reasonably relied on Perry's representations, statements, commitments,

and assurances as set forth in Paragraphs 13, 24, 26, 29, 32-34, 37-40, and 44-50 above.

54. The D Conference was scheduled to be held and was held in early June 2011 in

Rancho Palos Verdes, California.

55. Dweck and Perry each worked together, devoting substantial time and energy

preparing for the presentation that would be made at the D Conference. They worked

collaboratively in that process.

56. In June, 2011, Dweck and Perry attended the D Conference together.

57. Consistent with their agreement, at the D Conference, Perry held herself out as

Chief Executive Officer and Dweck held herself out as Chief Financial Officer. They presented

themselves as the co-founders and the joint owners ofuBeam, LLC and of the uBeam product

and concept.

58. As co-founders, they appeared together and presented at the D Conference, in a

public forum, the uBeam product, the concept, and the opportunity. They had with them the

working prototype model which they had developed and they presented that through a

demonstration.


59. USA Today published an online article about Dweck and Perry and their

attendance and presentation at the D Conference. That online article, captioned "Meredith Perry,

left, and Nora Dweck at the All Things Digital Conference demonstrating their wireless charging

system uBeam." That article was also made available through a link posted on the uBeam.com

website.

60. After the D Conference, uBeam received additional media attention. Perry was

interviewed on National Public Radio. At that time, she expressed her view that uBeam, LLC,

has the potential to become a billion dollar company. Perry also shared with the listeners that

other companies were seeking or encouraging uBeam, LLC to license its technology to them.

61. A number of investors as well as those who provide grant money have expressed

an interest in participating in and providing funding for uBeam.

62. If introduced into market strategically and efficiently and if the intellectual

property of the uBeam product and derivatives thereof are protected, uBeam has the potential to

generate significant revenue and profits for Perry and Dweck.

63. There are various links and articles on the uBeam website. Among other things,

one states that "the uBeam product idea was developed by two recent University of Pennsylvania

graduates."

64. Perry has represented to others that uBeam, LLC owns the technology, the

product, and the opportunity known and referred to as uBeam. Perry has, upon information and

belief, made any number of presentations in which the fundamental assumption of the

presentation was that uBeam, LLC owns and controls the intellectual property, the technology,

product, and opportunity known as uBeam.

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65. There came a time after the D Conference when Perry began to exclude Dweck

from matters pertaining to uBeam. Perry has persisted in that course since June, 2011.

66. Perry has, to this date, refused and failed to deliver the assignment of the

provisional patent to Dw.'eck or to any Dweck/Perry entity or to otherwise transfer or convey it to

Dweck or to any Dweck/Perry entity.

67. After the D Conference, Perry has taken the position with Dweck that it is she,

and she alone, who owns and is entitled to uBeam, the intellectual property, the technology

relating thereto, and the opportunity presented by it.

68. Perry has also failed and refused, notwithstanding requests from Dweck, to

provide to Dweck basic information requested regarding Perry's activities purportedly on behalf

of uBeam, LLC. Perry has consciously and intentionally withheld that information, without any

proper basis for doing so.

69. Perry deleted, removed, or limited or cut offDweck's access to various files from

the uBeam, LLC shared Dropbox folder.

70. Perry has failed and to date refused to provide an accounting of uBeam, LLC's

accounts including a listing of assets and revenues or information as to expenses and costs.

Perry has failed to provide any assurance that uBeam's books and records are being maintained

at all, let alone properly maintained.

71. Perry has threatened to dissolve uBeam, LLC without any justifiable reason.

72. Dweck provided written notice to Perry of concerns that she has regarding Perry's

conduct including, among other things, Perry's failure and refusal to assign and deliver the

assignment of the provisional patent, Perry's failure and refusal to provide Dweck information to

which she is entitled, and Perry's wrongful efforts to exclude Dweck and deprive her of

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information. Dweck has similarly made demand on Perry to initiate suit on behalf of uBeam,

LLC for, among other things, breach of fiduciary duty, fraud, and misrepresentation, deceit,

misappropriation, and for specific performance, injunctive relief, and otherwise as is appropriate.

73. On August 4, 2011, the day after Dweck demanded that Perry conduct or cause to

be conducted an appropriate investigation with respect to Perry's alleged wrongdoing, Perry

informed Dweck that she had conducted an investigation and found no wrongdoing. Perry

refused in writing Dweck's demand that uBeam, LLC sue Perry for appropriate relief.

COUNT I

(Declaratory Judgment)

74. Dweck restates and incorporates herein by reference Paragraphs 1-42, 54-56, 58-

59, 61-63, and 65-67 above as though fully set forth here.

75. By reason of the foregoing, Dweck and Perry, from the beginning of their

collaboration before PennVention, have been partners in a de facto partnership. That partnership

has not been dissolved and continues. That partnership is hereinafter referred to as the "Dweck-

Perry Partnership."

76. The Dweck-Perry Partnership owns uBeam including, but not necessarily limited

to, entitlement to all rights, title, interest in or to, rights to use, profits from, inventory, accounts

receivable, chattel, paper, proceeds of collateral, and products of collateral, pertaining to the

uBeam product and concept; the patent application and any and all patents issued therefrom, any

divisional patent applications or continuations of the patent application for the technology and

any patents issued therefrom; the uBeam technology and intellectual property; the uBeam mark;

the uBeam website and domain name; and any and all derivatives of any of the foregoing

(collectively "uBeam Property")

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77. Perry and Dweck are the only partners in the Dweck-Perry Partnership. Each

owns a 50% interest therein.

78. Perry and Dweck and each of them are general partners and managers in and of

the Dweck-Perry Partnership, and have been since it first came into being.

79. Perry, as a manager and as a general partner in the Dweck-Perry Partnership,

owes fiduciary duties to Dweck and to the Dweck-Perry Partnership.

80. There is an actual controversy between Dweck and Perry regarding whether the

Partnership exists and, if so, their respective rights in the Partnership, their respective obligations

as general partners and managers in the Partnership, and with respect to the uBeam Property

owned by the Partnership.

81. Resolution of the controversy and dispute between Dweck and Perry with respect

to the matters addressed in this Count is necessary to ensure that Dweck and the Dweck-Perry

Partnership's rights are adequately protected.

82. As a result of the actual controversy between the parties and Perry's refusal to

acknowledge the Dweck-Perry Partnership and the parties' respective rights and obligations, the

Dweck-Perry Partnership and Dweck have suffered and continue to suffer damage.

83. Without a judicial declaration of the respective rights of the parties and the

Dweck-Perry Partnership, Dweck and the Dweck-Perry Partnership will continue to suffer

damage.

WHEREFORE, Plaintiff, Nora L. Dweck, respectfully prays for entry ofjudgment:

A. Declaring that:

The Dweck-Perry Partnership exists, with Dweck and Perry as equalgeneral partners in a partnership; and

(ii) The Partnership owns the uBeam Property (as defined); and

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(iii) Perry owes fiduciary duties to the Dweck-Perry Partnership and to Dweckincluding, but not limited to, duties of due care, loyalty, candor, fulldisclosure, good faith, and fair dealing; and

(iv) The Partnership owns the pending patent application and/or provisionalpatent relating to the uBeam product and concept; and

(v) Dweck is entitled to an accounting from Perry respecting all materialbusiness and activities pertaining to the uBeam product and uBeamconcept since June 1, 2010; and

(vi) Such further declarations as the Court deems to be just and proper; and

B. Awarding to Dweck her attorney's fees, expenses and costs; and

C. Granting to Dweck such other and further relief as the Court deems to be just andproper.

COUNT II

(Breach of Fiduciary Duty)(Brought by Dweck Individually and on behalf of the Dweck-Perry Partnership)


59, 61-63, 65-67 and 74-83 above as though fully set forth here.

85. Perry, as a general partner and manager in the Dweck-Perry Partnership, owes

fiduciary duties to Dweck and to the Dweck-Perry Partnership.

86. Perry has breached her fiduciary duties to Dweck and the Dweck-Perry

Partnership by, among other things: failing and refusing to assign, transfer, or otherwise deliver

to the Dweck-Perry Partnership the uBeam Property including the uBeam intellectual property

and rights, title, interest, and patent with respect thereto; failing to disclose to and withholding

from Dweck material information; making misrepresentations regarding the enterprise; and

making misrepresentations to Dweck regarding Perry's intentions with respect to developing the

uBeam Property and future ownership of same.

87. As a result of Perry's breaches of fiduciary duty, Dweck and the Dweck-Perry

Partnership have each sustained damages and are likely hereafter to continue to suffer damages.

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88. In breaching her fiduciary duties, as alleged herein, Perry has acted wantonly,

willfully, maliciously, with knowledge, and with reckless disregard for Dweck's and the Dweck-

Perry Partnership's rights.

89. Dweck has previously demanded that Perry conduct a proper investigation and

take action against herself with respect to these matters, and Perry has declined to do so. In any

event such demand would be futile.

WHEREFORE, Plaintiff, Nora L. Dweck, individually and on behalf of the Partnership,

respectfully prays for entry ofjudgment in Plaintiff s favor and against Defendant, Meredith

Perry, for actual damages of $1,000,000, or such greater amount as is proven at trial, for punitive

damages of $1,000,000 or such other amount as is determined at trial, for attorney's fees,

expenses, and costs incurred by Plaintiff, and for such other and further relief as is just and

proper

COUNT III

(Breach of Contract)


59, and 61-63, above as though fully set forth here.

91. Dweck and Perry entered into an agreement whereby the uBeam Property was to

be equally owned by each of them, with any and all assignments and transfers to be undertaken

to ensure that that would be the case.

92. That agreement, although not in writing, was reached through the parties oral

communications and by their deeds and acts.

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93. Perry has failed and refused to fulfill her contractual obligations and undertakings.

Perry has, instead, claimed the uBeam Property as her own and denied Dweck her rights with

respect thereto.

94. As a result of Perry's breaches of contract, Dweck has to date suffered and will

hereafter suffer damages in an amount to be determined at trial.

WHEREFORE, Plaintiff, Nora L. Dweck, respectfully prays that judgment be entered in

her favor and against Defendant, Meredith Perry, for compensatory damage, in an amount to be

determined at trial, that she be awarded her attorney's fees, expenses, and costs, and that she be

awarded such other and further relief as is just and proper.

COUNT IV

(Breach of Contract Specific Performance)


59, 61-63, and 90-94, above as though fully set forth here.

96. Dweck is entitled to an equal ownership interest with Perry in the uBeam

Property.

97. Unless Perry is required to deliver to Dweck her ownership interest and to

acknowledge Dweck's rights, Dweck will suffer harm for which there is no adequate remedy at

law.

98. As a matter of equity, specific performance should be ordered requiring Perry to

deliver, convey, transfer, and assign uBeam Property to Dweck such that Dweck and Perry each

own a 50% interest therein.

WHEREFORE, Plaintiff, Nora L. Dweck, respectfully prays that the Court enter an

order requiring Defendant, Meredith Perry, to specifically perform her obligations by conveying,

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assigning, transferring, and otherwise delivering to Dweck, through appropriate documentation, a

50% ownership interest in the uBeam Property, that the Court award to Plaintiff, Nora L. Dweck,

her attorney's fees, expenses, and costs, and that the Court award to Plaintiff, Nora L. Dweck,

such other and further relief as the Court deems to be just and proper.

COUNT V

(Fraud/Fraudulent Inducement)

99. Dweck restates and incorporates herein by reference Paragraphs 1-73 above as

though fully set forth here.

100. With respect to and in the context of discussions leading up to the formation of

uBeam, LLC, Perry made statements and representations, as set forth in Paragraphs 13, 24, 26,

29, 32-34, 37-40, and 44-50, above, which she knew at the time were not true. With respect to

and in the context of discussions leading to the formation of uBeam, LLC, Perry made

commitments which she had no intention of keeping or fulfilling then or in the future, which rise

to the level of and are the equivalent of fraudulent misrepresentation, including that which is set

forth in Paragraphs 33-34 and 44-50 above.

101. Perry made the misrepresentations, statements, and commitments referred to in

this Count intending and seeking to induce Dweck's reliance thereon and intending and seeking

to induce Dweck to agree to the formation of uBeam, LLC and reducing her ownership position

and interest in uBeam, LLC, by accepting a lesser membership interest in uBeam, LLC.

102. Dweck reasonably relied on Perry's misrepresentations, statements, and

commitments, just as Perry sought. Dweck relied on such to her disadvantage and harm.

103. In so conducting herself toward Dweck, Perry acted wantonly, willfully, and

maliciously, knowingly, and with reckless disregard for Dweck's rights.

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104. As a result of Perry's fraudulent conduct, Dweck has suffered and will hereafter

suffer damages.


her favor and against Defendant, Meredith Perry, for compensatory damages in an amount to be

determined at trial, but reasonably believed to be not less than $1,000,000, for punitive damages

of $1,000,000 or such other amount as is determined at trial, for her attorney's fess, expenses,

and costs, and for such other and further relief as is just and proper.

COUNT VI

(Fraud Rescission)

105. Dweck restates and incorporates herein by reference Paragraphs 1-73 and 99-104

above as though fully set forth here.

106. In the alternative, Dweck seeks rescission of uBeam, LLC and all formation

documents with respect thereto.


her favor and declaring that uBeam, LLC is null and void and of no force and effect and was

void ab initio, and that the Court award to Plaintiff, Nora L. Dweck, such other and further relief

as the Court deems to be just and proper.

COUNT VII

(Breach of Fiduciary Duty)(Brought by Dweck Individually and on Behalf of uBeam, LLC)

107. Dweck restates and incorporates herein by reference Paragraphs 1-73 above as

though fully set forth here.

20


108. Perry, as manager and member of uBeam, LLC, owes fiduciary duties to Dweck

and to uBeam, LLC.

109. Perry has breached her fiduciary duties to Dweck and uBeam, LLC, among other

things: failing and refusing to assign, transfer, or otherwise deliver to uBeam, LLC the uBeam

Property, including the uBeam intellectual property and rights, title, interest, and patent with

respect thereto; failing to disclose to and withholding from Dweck material information; and

making misrepresentations regarding the enterprise.

110. As a result of Perry's breaches of fiduciary duty, Dweck and uBeam, LLC have

sustained damages and are likely hereafter to continue to suffer damages.

111. In breaching her fiduciary duties as alleged herein, Perry has acted wantonly,

willfully, maliciously, with knowledge, and with reckless disregard for Dweck's and uBeam,

LLC's rights.

112. Dweck, individually and on behalf of uBeam, LLC has previously demanded that

Perry conduct a proper investigation and take action against herself with respect to these matters,

and Perry has declined to do so. In any event such demand would be futile.

WHEREFORE, Plaintiff, Nora L. Dweck, individually and on behalf of uBeam, LLC,

respectfully prays for entry ofjudgment in Plaintiff s favor and against Defendant, Meredith

Perry, for actual damages of $1,000,000, or such greater amount as is proven at trial, for punitive

damages of $1,000,000 or such other amount as is determined at trial, for attorney's fees,

expenses, and costs incurred by Plaintiff, and for such other and further relief as is just and

proper.

21


COUNT VIII

(Breach of Fiduciary Duty Specific Performance)(Brought by Dweck Individually and on behalf of uBeam LLC)


above as though fully set forth here.

114. uBeam LLC is entitled ownership of the uBeam Property.

115. Unless Perry is required to transfer to uBeam, LLC the uBeam Property and to

acknowledge Dweck's rights as a 50% owner thereof, Dweck and uBeam LLC will suffer harm

for which there is no adequate remedy at law.

116. As a matter of equity, specific performance should be ordered requiring Perry to

deliver, convey, transfer, and assign the uBeam Property to uBeam, LLC and to acknowledge

and agree that Dweck is a 50% member therein.

WHEREFORE, Plaintiff, Nora L. Dweck, respectfully prays that the Court enter an

order requiring Defendant, Meredith Perry, to specifically perform her obligations by conveying,

assigning, transferring, and otherwise delivering to uBeam, LLC, through appropriate

documentation, the uBeam Property and to acknowledge and agree that Dweck is a 50% owner

therein, that the Court award to Plaintiff, Nora L. Dweck, her attorney's fees, expenses, and

costs, and that the Court award to Plaintiff, Nora L. Dweck such other and further relief as the

Court deems to be just and proper.

COUNT IX

(Conversion)(Brought by Dweck Individually and on behalf of the Dweck-Perry Partnership)

117. Dweck restates and incorporates herein by reference Paragraphs 1-59, 61, 65-70

and 74-89 above as though fully set forth here.

22


118. Perry has claimed sole ownership of and all right, title, and interest in and to the

uBeam Property, to the exclusion of Dweck and the Dweck-Perry Partnership.

119. Perry has failed and refused to assign or otherwise transfer the uBeam Property to

Dweck and/or the Dweck-Perry Partnership.

120. Perry has exercised and continues to exercise wrongful dominion and control over

the uBeam Property owned by her and Dweck. Dweck on her own behalf and on behalf of the

Dweck-Perry Partnership demanded assignment and delivery of the uBeam Property.

Notwithstanding demand, Perry has failed and refused to do so.

121. Perry's acts and omissions as alleged in this Count were done wantonly, willfully,

maliciously, and with reckless disregard for Dweck's and the Dweck-Partnership's rights.


her favor and against Defendant, Meredith Perry for compensatory damages in an amount to be

determined at trial, but reasonably believed to be at least $1,000,000, plus punitive damages of

$1,000,000 or such other amount as is determined at trial, plus attorney's fees, expenses, and

costs, and such other and further relief as is just and proper.

COUNT X

(Conversion)(Brought by Dweck Individually and on behalf of uBeam, LLC)


as though fully set forth here.

123. Perry has claimed sole ownership of and all right, title, and interest in and to the

uBeam Property, to the exclusion of Dweck and uBeam, LLC.

124. Perry has failed and refused to assign or otherwise transfer the uBeam Property to

Dweck and/or uBeam, LLC.

23


125. Perry has exercised and continues to exercise wrongful dominion and control over

the uBeam Property. Dweck on her own behalf and on behalf ofuBeam, LLC demanded

assignment and delivery of the uBeam Property. Notwithstanding demand, Perry has failed and

refused to do so.

126. Perry's acts and omissions as alleged in this Count were done wantonly, willfully,

maliciously, and with reckless disregard for Dweck's and uBeam, LLC's rights.


her favor and against Defendant, Meredith Perry for compensatory damages in an amount to be

determined at trial, but reasonably believed to be at least $1,000,000, plus punitive damages of

$1,000,000 or such other amount as is determined at trial, plus attorney's fees, expenses, and

costs, and such other and further relief as is just and proper.

24


JURY DEMAND

Plaintiff, Nora L. Dweck, respectfully demands trial by jury as to all claims, issues, and

matters properly triable to a jury in this case.

Dated: November 10, 2011 Respectfully submitted,

0DR Pl ER BIDDLE & REATiLLP

A A. 41l

Alrna--. Lesovitz fOne Logan Square18th & Cherry StreetsPhiladelphia, PA 19103-6996Telephone: (215)988-2700Facsimile: (215)988-2757Email: [email protected]

Allen V. FarberDRINKER BIDDLE & REATH LLP1500 K Street, N.W.,Suite 1100Washington, D.C. 20005Telephone: 202/230-5154Telecopier: 202/[email protected]

John D.V. FermanDRINKER BIDDLE & REATH LLP1500 K Street, N.W.,Suite 1100

Washington, D.C. 20005Telephone: 202/842-8800Telecopier: 202/[email protected]

Counsel for Plaintiff Nora Lily Dweck

25

FOR OFFICE USE ONLY CsAA-1X14---/

Case 2:11-cv-07057-SD Document 1-1 Filed 11/10/11 Page 1 of 3

QesIS 44 (Rev. 12/07) CIVIL COVER SHEETThe JS 44 civil cover sheet and the information contained herein neither replace nor supplement the filing and service ofpleadings orother papers as required by law, except as providedby local rules ofcourt This form, approved by the Judicial Conference of the United States in September 1974, is required for thc use of the Cleric of Court for thc purpose of initiatingthe civil docket sheet. (SEE INSTRUCTIONS ON THE REVERSE OF THE FORM.)

I. (a) PLAINTIFFS DEFENDANTSOvveck, Nora L. Perry, Meredith E.

(b) County of Residence ofFirst Listed Plaintiff Los Angeles, CA County of Residence of First Listed Defendant Somerset, NJ(EXCEPT IN U.S. PLAINTIFF CASES) (IN U.S. PLAINTIFF CASES ONLY)

NOTE: IN LAND CONDEMNATION CASES. USE THE LOCATION OF THELAND INVOLVED.

(0 Attorney's (Firm Name, Address, and Telephone Number) Attorneys (If Known)Drinker Biddle & Reath, LLP, One Logan Square, Ste. 200,Philadelphia, PA 19103-6906; Anna F. Lesovitz III

II. BASIS OF JURISDICTION (Place an "X" in One Box Only) III. CITIZENSHIP OF PRINCIPAL PARTIES(Place an "X" in One Box for Plaintiff(For Diversity Cases Only) and One Box for Defendant)

O 1 U.S. Government 0 3 Federal Question PTE DEF PTF DEEPlaintiff (U.S. Government Not a Party) Citizen of This State 0 1 CI I Incorporated or Principal Place 0 4 0 4

of Business In This State

0 2 U.S. Government 181 4 Diversity Citizen ofAnother State Cg 2 181 2 Incorporated and Principal Place 0 5 CI 5Defendant of Business In Another Stale

(indicate Citizenship of Parties in ltem III)Citizen or Subject ofa CI 3 0 3 Foreign Nation 0 6 0 6

Foreign CountryTAT NI A TT TIM CM QT TIT 1111.xt,...v^ rl.... ra rs..I.A.

j..., .;e.RorqrpRik..-1:::, n,,,,,,,, ..T.;, :trOints,,,,i, 1.1ign,ii::::::::itulast,,,ctr, 4TORREITUREIBENATIITY4'4"c,'"i'ii'll'AN-36:141PTCY.,,,,,,,,, i,,, OTHEItiSTATAITESL'..'ii, :iO 110 Insurance PERSONAL INJURY PERSONAL INJURY 0 610 Agriculture 0 422 Appeal 28 USC 158 0 400 State ReapportionmentO 120 Marine 0 310 Airplane o 362 Personal Injury 0 620 Other Food & Drug CI 423 Withdrawal CT 4l0 AntitrustO 130 Miller Act 0 315 Airplane Product Med. Malpractice 0 625 Drug Related Seizure 28 USC 157 CI 430 Banks and BankingO 140 Negotiable Instrument Liability 0 365 Personal Injury of Property 21 USC 881 0 450 Commerce0 150 Recovery of Overpayment 0 320 Assault, Libel & Product Liability CI 630 Liquor Laws,tits..-dPROPERTACtRJOITTSr, 0 460 Deportation

&Enforcement oftudgment Slander 0 368 Asbestos Personal 0 640 R.R. & Truck 0 820 Copyrights CI 470 Racketeer Influenced and0 151 Medicare Act 0 330 Federal Employers' Injury Product 0 650 Airline Regs. 0 830 Patent Corrupt OrganizationsO 152 Recovery of Defaulted Liability Liability 0 660 Occupational Cf 840 Trademark 0 480 ConsumerCredit

'Student Loans 0 340 Marine PERSONAL PROPERTY Safety/Health 0 490 Cable/Sat TV(Excl. Veterans) 0 345 Marine Product 0 370 Other Fraud CI 690 Other 0 810 Selective Service

O 153 Recovery ofOverpayment Liability 0 371 Truth in Lending, 60aisnitititt.4ri13IATIOWtgitiittrigii79 rici4SOGIAVSEOUkITY,.CI 850 Securities/Commodities/ofVeteran's Benefits 0 350 Motor Vehicle 0 380 Other Personal 0 710 Fair Labor Standards 0 861 H1A (1395ff) Exchange

10 160 Stockholders' Suits 0 355 Motor Vehicle Property Damage Act 0 862 Black Lung (923) 0 875 Customer ChallengeR 190 Other Contract Product Liability 0 385 Property Damage 01 720 Labor/Mgmt. Relations 0 863 DIWC/DIWW (405(g)) 12 USC 3410O 195 Contract Product Liability 0 360 Other Personal ProductLiability 0 730 Labor/Mgmt.Reporting CI 864 SSD Title XVI CI 890 Other Statutory ActionsO 196 Franchise Injury & Disclosure Act 3 .865 RS1 (405(g)) 0 891 Agricultural Acts

F. i,,, ALD/ROFERTN111:::: i1itilti.E.CIVIERTGIITSSiiiiitiggii 3Z6qISONERRE1F1TI6jNVK' CI 740 Railway Labor Act .1DtiTEDERiti.iiElAiSHITStit.'-i 13 892 Economic Stabilization Act0 210 Land Condemnation 0 441 Voting C/ 510 Motions to Vacate CI 790 Other Labor Litigation 0 870 Taxes (U.S. Plaintiff El 893 Environmental Matters0 220 Foreclosure 0 442 Employment Sentence 0 791 Empl. Ret. inc. or Defendant) 0 894 Energy Allocation Act0 230 Rent Lease & Ejectment 0 443 Housing/ Habeas Corpus: Security Act 0 871 IRSThird Party 0 895 Freedom of Information0 240 Torts to Land Accommodations 0 530 General 26 USC 7609 Act0 245 Tort Product Liability 0 444 Welfare 0 535 Death Penalty ::::;:::.;:igtitIMMilgRATIONti.":1;T:H:.".. CI 900Appeal of Fee Determination0 290 All Other Real Property CI 445 Amer. w/Disabilities 0 540 Mandamus & Other 6 462 Naturalization Application Under Equal Access

Employment 0 550 Civil Rights CI 463 Habeas Corpus to JusticeO 446 Amer. w/Disabilities 0 555 Prison Condition Alien Detainee 0 950 Constitutionality of

Other 0 465 Other Immigration State StatutesO 440 Other Civil Rights Actions

V. ORIGIN (Place an "X" in One Box Only) Appeal to DistrictCiI 1 Original El 2 Removed from CI 3 Remanded from 0 4 Reinstated or 0 CI 6 Multidistrict El 7 Jude fromg Transferred from

Proceeding State Court Appellate Court Reopened anotherdistrict

(snecifv) Litigation JudgmentMagistrate

CiAtI15 IScCiii,Blute under which you arc filing (Do not cite jurisdictional statutes unless diversity):VI. CAUSE OF ACTION Brief description of cause:

VII. REQUESTED IN El CHECK IF THIS IS A CLASS ACTION DEMAND S CHECK YES only if demanded in complaint:COMPLAINT: UNDER F.R.C.P. 23 1, 000,000.00 JURY DEMAND: a Yes 0 No

VIII. RELATED CASE(S)(See instructions):IF ANY JUDGE DOCKET NUMBER

DATE 7"7)... SIGNATURE OF ATTORaY OF RECORD.11/10/11

RECEIPT AMOUNT APPLYING IFP 3i9E MAG. JUDGE

Case 2:11-cv-07057-SD Document 1-1 Filed 11/10/11 Page 2 of 3

IN THE UNITED STATES DISTRICT COURTFOR THE EASTERN DISTRICT OF PENNSYLVANIA

CASE MANAGEMENT TRACK DESIGNATION FORM

DWECK, NORA L. CIVIL ACTION

V.

PERRY, MEREDITH E. NO.

In accordance with the Civil Justice Expense and Delay Reduction Plan of this court, counsel forplaintiff shall complete a Case Management Track Designation Form in all civil cases at the time offiling the complaint and serve a copy on all defendants. (See 1:03 of the plan set forth on the reverseside of this form.) In the event that a defendant does not agree with the plaintiff regarding saiddesignation, that defendant shall, with its first appearance, submit to the clerk of court and serve onthe plaintiff and all other parties, a Case Management Track Designation Form specifying the trackto which that defendant believes the case should be assigned.

SELECT ONE OF THE FOLLOWING CASE MANAGEMENT TRACKS:

(a) Habeas Corpus Cases brought under 28 U.S.C. 2241 through 2255.

(b) Social Security Cases requesting review of a decision of the Secretary ofHealthand Human Services denying plaintiff Social Security Benefits.

(c) Arbitration Cases required to be designated for arbitration under Local Civil Rule 53.2.

(d) Asbestos Cases involving claims for personal injury or property damage fromexposure to asbestos.

(e) Special Management Cases that do not fall into tracks (a) through (d) that arecommonly referred to as complex and that need special or intense management bythe court. (See reverse side of this form for a detailed explanation of specialmanagement cases.)

(f) Standard Management Cases that do not fall into any one of the other tracks. X)

11/10/11 Anna F. Lesovitz Plaintiff, Nora L. DweckDate Attorney-at-law Attorney for

215-988-1115 715-988-2757 anna.lesoviteadbr.com

Telephone FAX Number E-Mail Address

(Civ. 660) 10/02

Transaction:

Case 2:11-cv-07057-SD Document 1-1 Filed 11/10/11 Page 3 of 3UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF PENNSYLVANIA DESIGNATION FORM to be used by counsel to indicate the category of the case for the purpose of

assignment to appropriate calendar.

Address of Plaintiff: 4615 Oceanfront Walk, Marina del Rey, California 90292

Address of Defendant: 83 Berkley Avenue, Belle Mead, New Jersey 08502

Place of Accident, Incident or(Use Reverse Side For Additional Space)

Does this civil action involve a nongovernmental corporate party with any parent corporation and any publicly held corporation owning 10% or more of its stock?

(Attach two copies of the Disclosure Statement Form in accordance with Fed.R.Civ.P. 7.1(a)) Yes Nog

Does this case involve multidistrict litigation possibilities? Yesp NoDEg

RELATED CASE, IF ANY

Case Number: Judge Date Terminated:

Civil cases are deemed related when yes is answered to any of the following questions:

I. Is this case related to property included in an earlier numbered suit pending or within one year previously terminated action in this court?

Yesp NoKI2. Does this case involve the same issue of fact or grow out of the same transaction as a prior suit pending or within one year previously terminated

action in this court?

YesEl Nogg3. Does this case involve the validity or infringement of a patent already in suit or any earlier numbered case pending or within one year previously

terminated action in this court? Yes No/II

4. Is this case a second or successive habeas corpus, social security appeal, or pro se civil rights case filed by the same individual?

YesD NoM

CIVIL: (Place V in ONE CATEGORY ONLY)A. Federal Question Cases: B. Diversity Jurisdiction Cases:

I. El Indemnity Contract, Marine Contract, and All Other Contracts I. LI Insurance Contract and Other Contracts

2. El FELA 2. 0 Airplane Personal Injury3. 0 Jones Act-Personal Injury 3. El Assault, Defamation

4. 0 Antitrust 4, El Marine Personal Injury5. 0 Patent 5. 0 Motor Vehicle Personal Injury6. El Labor-Management Relations 6. 0 Other Personal Injury (Please

specify)7. 0 Civil Rights 7. 0 Products Liability8. 0 Habeas Corpus 8. 0 Products Liability Asbestos

9. El Securities Act(s) Cases 9. 0 All other Diversity Cases

10. 0 Social Security Review Cases (Please specify)11. 0 All other Federal Question Cases

(Please specify)ARBITRATION CERTIFICATION

(Check Appropriate Category)1, Anna F. Lesovitz, counsel of record do hereby certify:

XI Pursuant to Local Civil Rule 53.2, Section 3(c)(2), that to the best of my knowledge and belief, the damages recoverable in this civil action case exceed the sum of

$150,000.00 exclusive of interest and costs;Xi Relief other than monetary damages is s. ght.

DATE: 11/10/11 A.A 201161Attorney-at-Law Attorney I, D.#

NOTE: A trial de novo will b- ial by jury only if threbas b- compliance with F.R.C.P. 38.

I certify that, to my knowledge, the within c ot related to any case now pending or within one year previously terminated action in this court

except as noted above.I

DATE: 11/10/11 201161Attorney-at-La Attorney I.D.#

CIV. 609 (6/08)