Free Amended Complaint - District Court of Delaware - Delaware

Case 1:07-cv-00280-GMS-MPT

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UNITED STATES DISTRICT COURT DISTRICT OF DELAWARE PARROT, INC., a New York Corporation, Plaintiff, v. ONACLICK, INC., d/b/a SAT SYSTEMS, a Nevada Corporation Defendant. ) ) ) ) ) ) ) ) ) ) )

C.A. No. 07-00280 (

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FIRST AMENDED COMPLAINT Plaintiff, through its undersigned attorneys, states for its First Amended Complaint against Defendant as follows: The Parties 1. Plaintiff Parrot, Inc. ("Parrot") is a New York corporation with its

principal office in the State of Texas. 2. Defendant onAclick, Inc., d/b/a SAT Systems ("SAT") is a Nevada

corporation with its principal place of business in the State of Nevada. Jurisdiction and Venue 3. The Court has jurisdiction over this matter pursuant to 28 U.S.C.

§ 1332(a)(1) as the amount in controversy exceeds $75,000, exclusive of interest and costs, and the parties are citizens of different States. 4. This Court has jurisdiction over SAT because SAT has consented to the

jurisdiction of this Court as part of its contract with Parrot.

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5.

Venue in this district is proper pursuant to 28 U.S.C. § 1391(a) and (c),

because SAT is subject to jurisdiction in this district and because SAT has consented to venue in this district as a part of its contract with Parrot. Breach of Contract 6. On October 11, 2005, Parrot and SAT entered into the Master Distributor

Agreement attached as Exhibit A. 7. Pursuant to the Master Distributor Agreement, SAT promised to purchase

from Parrot a certain number of a vehicle tracking telematic device known as CK 3500 at a price of $210.00 per unit. 8. On March 28, 2006, Parrot and SAT modified, in part, the terms of the

Master Distributor Agreement with respect to a specific shipment of 1500 units of the CK 3500 product. 9. Pursuant to the terms of the Master Distributor Agreement, the March 28,

2006 modification was set forth in a writing signed the parties. A copy of the March 28, 2006 modification is attached as Exhibit B. 10. The Master Distributor Agreement together with the March 28, 2006

written modification constituted a contract for the sale of goods from Parrot to SAT. 11. 12. The parties' contract expired on October 31, 2006, and was not renewed. Before termination of the parties' contract, and pursuant to the parties'

contract, Parrot delivered to SAT 1497 units of the CK 3500 product. 13. SAT accepted the aforementioned 1497 units of CK 3500 product.

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14.

Pursuant to the parties' contract, SAT was obligated to pay $210 per unit

of CK 3500 product for a total amount of $314,370.00. SAT has not paid Parrot any part of that amount. 15. With respect to the 1497 units of CK 3500 product delivered by Parrot and

accepted by SAT, SAT's failure to fulfill its payment obligation constitutes a breach of the contract between Parrot and SAT. 16. Parrot has satisfied all conditions precedent to SAT's payment obligation. Unjust Enrichment 17. This count is stated as an alternative to the breach of contract count set

forth above and the allegations of paragraphs 1 through 16 hereof are restated and incorporated herein. 18. product. 19. It would be inequitable to allow SAT to retain this benefit without fully SAT received the benefit of the delivery of 1497 units of CK 3500

compensating Parrot for this benefit. 20. To avoid unjust enrichment, Parrot should be compensated in the amount

of $314,370.00 for the 1497 units of CK 3500 product delivered to and accepted by SAT.

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WHEREFORE, Parrot requests that this Court enter a judgment against SAT for the full amount of damages to which Parrot is held to be entitled for SAT's breach of contract or unjust enrichment, including, but not limited to the unpaid price of $314,370.00, plus interest, costs, expenses, attorney fees, and such other relief as this Court deems just and proper under the circumstances. Dated: May 23, 2007 MORRIS, NICHOLS, ARSHT & TUNNELL LLP /s/ Curtis S. Miller William H. Sudell, Jr. (No. 463) Curtis S. Miller (No. 4583) 1201 N. Market Street P.O. Box 1347 Wilmington, DE 19899-1347 Phone: (302) 658-9200 Facsimile: (302) 658-3989 and -

CLARK HILL PLC Jack O. Kalmink Paul C. Smith 500 Woodward Avenue, Suite 3500 Detroit, MI 48226 Phone: (313) 965-8300 Facsimile: (313) 965-8252 Counsel for Plaintiff

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