empire capital, llc v. republic of texas brands, inc. doc 1

8/13/2019 Empire Capital, LLC v. Republic of Texas Brands, Inc. Doc 1

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IN THE UNITED STATES DISTRICT COURTFOR THE WESTERN DISTRICT OF NORTH CAROLINA

CHARLOTTE DIVISIONCIVIL ACTION NO.

EMPIRE CAPITAL, LLC,

Plaintiff,

vs.

REPUBLIC OF TEXAS BRANDS, INC.,

Defendant.

)))))))))

COMPLAINT

__________________________________________________________________________

NOW COMES Empire Capital, LLC (Plaintiff or Empire), by and through counsel,

complaining of defendant Republic of Texas Brands, Inc. (RTB or Defendant), and alleges

and states as follows:

PARTIES

1. Plaintiff Empire Capital LLC (Empire) is a limited liability company organizedand existing under the laws of the State of North Carolina, with its principal office located in this

district at 17821 Spinnakers Reach Drive, Cornelius, North Carolina, 28031.

2. Defendant Republic of Texas Brands, Inc. (RTB), is a corporation organizedand existing under the laws of the State of Nevada, with its principle office located at 3030 LBJ

Freeway, Suite 700, Dallas, TX 75234.

3. On June 28, 2013, Empire and RTB entered into a Services Agreement, attachedhereto as Exhibit A(the Services Agreement). Under the Services Agreement, RTB is

required to pay Empire $200,000.00 on or before December 1, 2013.

Case 3:13-cv-00628-GCM Document 1 Filed 11/15/13 Page 1 of 20


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JURISDICTION AND VENUE

4. This Court has diversity jurisdiction over this action under 28 U.S.C. 1332(a)because complete diversity among the parties exists and the amount in controversy exceeds

$75,000.00, exclusive of interest and costs.

5. This Court has personal jurisdiction over RTB because it conducts business inNorth Carolina, entered in the Services Agreement with Empire, and contracted for services to be

performed in North Carolina.

6. Venue is proper in this District under 28 U.S.C. 1391.FACTS/CLAIM FOR RELIEF

7. The preceding paragraphs are restated and realleged as through completely setforth herein.

8. Empire has performed all of its obligations under the Services Agreements.9. Empire has performed services for RTB for which it has not been paid. Such

services were not provides gratuitously, but were performed with the expectation that RTB

would pay for such services.

10. RTB has stated multiple times that it plans to breach the Services Agreement bynot paying the required payment of $200,000.00 on or before December 1, 2013.

11. RTBs expressed intent not to perform under the Services Agreement is ananticipatory breach of the Services Agreement and allows Empire to recover from RTB for beach

of the Services Agreement.



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12. Moreover, the Services Agreement contains the implied duty of good faith andfair dealing, and RTBs conduct described herein also amounts to a breach of the duty of good

faith and fair dealing.

13. Empire has also incurred additional expenses in providing services to RTB. whichexpenses are recoverable under the Services Agreement, but RTB has also failed to pay such

amounts, in breach of the Agreement.

14. RTBs breach of contract entitles Empire to recover the entire amount due andowing under the Services Agreement, plus all attorneys fees as allowed by law.

WHEREFORE, Empire prays for judgment against Honeywell as follows:

1. The Court enter judgment against RTB in the amount of damages as may beproven at trial, plus pre-judgment and post-judgment interest;

2. The Court tax the cost of this action, including attorneys fees as allowed by law,against RTB;

3. Trial by jury on all issues so triable; and4. The Court grant to Empire such other and further relief as it deems just and

appropriate.

Respectfully submitted this 15th day of November, 2013.

/s/Edward B. DavisEDWARD B. DAVIS, N.C. State Bar No. 27546BELL, DAVIS & PITT, P.A.227 West Trade Street, Suite 2160Charlotte, North Carolina 28211Telephone: 704-227-0400Facsimile: 704-227-0178E-mail: [email protected]



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Exhibit A



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empire capital, llc v. republic of texas brands, inc. doc 1

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