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FILED: NEW YORK COUNTY CLERK 09/05/2023 01:20 PM INDEX NO. 158721/2023
NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 09/05/2023
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -x
--
RED’S HEALTH & WELLNESS LLC, an Oklahoma :
limited liability company, : Index No.
:
Plaintiff,
: This Summons was filed
: On September 5, 2023
- against -
:
: SUMMONS
LEAFLINK, INC., a Delaware corporation,
:
Defendant. :
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -x
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TO THE ABOVE NAMED DEFENDANT:
YOU ARE HEREBY SUMMONED to answer the complaint in this action and to serve a
copy of your answer upon the undersigned within twenty (20) days after the service of this
summons, exclusive of the day of service, or within thirty (30) days after service is complete, if
this summons is not personally delivered to you within the State of New York. In case of your
failure to answer, judgment will be taken against you by default for the relief demanded in the
complaint.
Plaintiff designates New York County as the place of trial. The basis of venue, pursuant
to CPLR 503, is that defendant is located within New York County at 80 Broad Street, New
York, New York 10004.
Dated: New York, New York
September 5, 2023
EPSTEIN BECKER & GREEN, P.C.
By: /s/ Robert M. Travisano
Robert M. Travisano, Esq.
Attorneys for Plaintiff
875 3rd Avenue
New York, New York 10022
(212) 351-4500
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SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
liÊ 'S HÊÃI TH & €E =NESS LLC at x
Oklahoma limited liability company, : Index No.:
:
Plaintiff, :
- against - : VERIFIED COMPLAINT
LEAFLINK, INC., a Delaware corporation, :
Defendant. :
X
---------------------------------
Plaintiff Red's Health & Wellness LLC ("Red's"), by and through undersigned counsel,
and for its Verified Complaint against the Defendant LeafLink, Inc. ("LeafLink"), hereby states
and alleges as follows:
PRELIMINARY STATEMENT
1. Red's brings this action to enforce a court order from Logan County, Oklahoma,
"Presidential,"
expressly allowing Red's to utilize the name including the tradename "Presidential
THC", on the cannabis wholesale marketplace known as LeafLink. (the "Order")
2. Upon information and belief, counsel for a non-party to this action provided the
Order to LeafLink and misrepresented to LeafLink that the Oklahoma court found that Red's was
infringing on a third-party's intellectual property and was prohibited from using the name
"Presidential"
on LeafLink, among other things.
"Presidential"
3. However, the Order specifically authorizes Red's to use the name in
Reds'
any form, including tradename Presidential THC. The Order expressly stated that "...the
'Presidential'
Court declines to enjoin or restrict the Defendants from utilizing the name in its
'Presidential'
business operations to the extent that the use of the name is not coupled with the use
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Mark..."
of the Despite this, LeafLink refused to communicate with counsel for Red's concerning
"Presidential"
the Order and continues to insist that Red's cease using the term in its advertising,
contrary to the Order, and is threatening to shut down its internet business unless Red's agrees to
LeafLink's incorrect interpretation of the Order. Therefore, a temporary restraining order is
necessary to preserve the status quo and prevent irreparable harm to Red's business, goodwill and
Reds'
loss of customer base.
PARTIES
4. Red's is an Oklahoma limited liability company with its principal place of business
located at 1280 Summit Ridge Drive, Edmond, Oklahoma 73025.
5. LeafLink is a Delaware corporation with its principal place of business located at
80 Broad Street, New York, New York 10004.
JURISDICTION AND VENUE
6. This Court has jurisdiction over the parties pursuant to CPLR 301 because
LeafLink is headquartered and conducts business within the State of New York. As discussed
below, Red's utilizes LeafLink's wholesale marketplace.
7. Venue is proper in New York County pursuant to CPLR 503(c) because LeafLink's
headquarters is in New York County.
8. It is clear that this Court has personal and subject matter jurisdiction over Leaflink.
FACTUAL BACKGROUND
9. Red's manufactures medical marijuana products under the tradename
"Presidential" THC"
and "Presidential and sells those products wholesale to various dispensaries
in the State of Oklahoma.
10. Red's, at considerable expense, has established and maintains a cannabis business
2
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of substantial value and developed valuable relationships with its customers and prospective
Reds'
customers, which constitute a major part of business. Red's investment in the goodwill of
its business cannot be underestimated.
11. To facilitate these sales, Red's utilizes the platform LeafLink to market and sell its
cannabis products. LeafLink is a wholesale marketplace for licensed cannabis businesses.
LeafLink conducts business in the State of Oklahoma.
Reds'
12. Upon information and belief, pursuant to agreement with LeafLink, Fusion
LLF, LLC dba LeafLink Payments, on behalf of LeafLink, debited fees in the amount of $999.00
per month in exchange for LeafLink's wholesale marketplace access, among other things. See Ex.
1, LeafLink and Reds Health and Wellness Order Form. Red's participation in Leaflink's market
is governed by a Master Subscription Agreement ("MSA"). See Ex. 5. The MSA is governed by
New York law. Id. at Sec. 17.4. Melvin Childs is the manager of Red's and entered into the MSA
on behalf of Red's.
13. Although the MSA contains an arbitration clause, the parties agreed that nothing in
the MSA "will be deemed to waive, preclude, or otherwise limit either party to:...(iii) seek
law..." 15.1
injunctive relief in a court of See Ex. 5, Sec.
14. Unrelated to LeafLink, Presidential Marketing Consultants Corp. sued Red's in the
District Court of Logan County, State of Oklahoma, Case No. CJ-2023-108 alleging trademark
infringement and seeking an injunction. Although Presidential Marketing succeeded in
temporarily precluding Red's from using a photo, it failed to preclude Red's from using the term
"Presidential"
in its advertising. See Order, at Ex. 3.
15. Despite this, on August 23, 2023, counsel for Red's received an email from
1 Under there of venue provision for
the MSA, an arbitration must take place in New York, however, is not a choice
actions filedin a court of law. See Ex. 5 at Sec. 15.2.
3
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LeafLink stating that "We have received a legal notification that your client, Reds [sic] Health &
Wellness LLC, is violating the intellectual property rights of a third party. This is a violation of
LeafLink's terms and conditions. Please be advised that your client must remove all infringing
"Presidential"
products (in this case, any product labeled with or "Presidential THC") from the
LeafLink Marketplace. If your client does not comply within 24 hours, their account will be
cooperation."
suspended.Thank you in advance for your See Ex. 2, 08/23/2023 Email from Kyaire
Wynn to Michael R. Perri.
16. LeafLink's reason for threatening to suspend Red's account is completely
erroneousand is in violation of the very terms of the MSA. Ex. 5, Sec. 7.3. ("...[LeafLink] may
also block your access to our Sites or Services in the event...(ii) we believe that your actions may
cause financial loss or liability for you, other Users, or us.")
17. Presumably, the basis of LeafLink's email is the Order, which granted [in part, and
Plaintiffs'
denied in part,] Application for Preliminary Injunction entered by an Oklahoma State
Court on August 18, 2023. See Ex. 3, Order.
.
18. On or about May 15, 2023, Presidential Marketing Consultants Corp. and PM
ConsultantsOK, LLC (collectively, "Presidential")filed a Petition in Logan County District Court,
Case No. CJ-2023-108, alleging that Red's had infringedon Presidential'sallegedcommonlaw
and statutory trademark among other equitable and legal claims. Based on the alleged
infringement, Presidential sought a Preliminary Restraining Order, which was approved and
entered by this Court on the sameday.
19. The hearing on the Preliminary Injunction was held on June 7, 2023. After the
hearing, the Court ruled that Red's was prevented from using the alleged Presidential logo but
"Presidential,"
declined to restrict Red's from using the name which includes the name Presidential
4
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THC. See Ex. 3, Order.
20. The Order is not an adjudication on the merits. In fact, the pretrial conference for
the hearing on the merits of any alleged infringement in Case No. CJ-2023-108 is not set until
October 27, 2023. See https://www.osen.net/dockets/GetCaseinformation.aspx?db=logan&
number=CJ-2023-108
Reds'
21. Upon receipt of the August 23, 2023, email marked hereto as Exhibit 2,
counsel emailed Mr. Wynn at LeafLink several times to explain the effect of the Order on the
preliminary injunction, including pointing out to Mr. Wynn that the Order specifically authorized
"Presidential"
Red's to use the name and inquired of Mr. Wynn what "intellectual property rights
party"
of a third LeafLink believed Red's was infringing upon. Finally, Red's counsel asked to
speak directly with LeafLink's counsel. However, counsel's repeated attempts to discuss the Order
on the preliminary injunction were ignored by Mr. Wynn and LeafLink. See Ex. 4, 08/23/2023
Emails from Michael R. Perri to Kyaire Wynn.
22. However, in order to avoid account suspension, Red's removed the name
"Presidential" Wellness."
from LeafLink's platform and replaced it with "Red's Health & Red's
is at serious risk of permanently losing customers and business as a result of LeafLink's actions.
23. In the cannabis industry, it takes months and even years to build a customer base
before becoming successful. Red's has developed these proprietary contacts and client bases over
a long period of time, many of which are accessible through LeafLink's platform. Thus, Red's
faces immediate and irremediable damage, including the loss of goodwill, customer base and
substantial business should LeafLink continue with its wrongful conduct, which is contrary to the
Order and completely inappropriate.
24. Red's is suffering irreparable harm because of the peculiar nature of the damage
5
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suffered, and the risk of loss of customers and business good will as a result of LeafLink's actions.
Thus, the very viability of Plaintiff's business is at risk because of the potential magnitude of the
business diverted from Plaintiff.
FIRST CAUSE OF ACTION
(Declaratory Judgment)
Red's repeats and realleges by reference each and every allegation above as though set
forth herein.
25. Pursuant to CPLR 3001, the court may determine the rights, status and other legal
relations of cases of actual controversies.
26. A controversy exists as to the legal rights and obligation of the parties in regard to
Reds' "Presidential"
scope of the Order and ability to use the name and Red's tradename
Presidential THC on the LeafLink platform.
27. Accordingly, Red's respectfully requests this Court to enter a declaratory judgment
"Presidential"
to determine and declare that Red's is permitted to use the name and "Presidential
THC"
in connection with the sale of its medical marijuana products on the LeafLink platform.
SECOND CAUSE OF ACTION
(Tortious Interference with Business and Prospective Economic Advantage)
28. Red's repeats and realleges by reference each and every allegation above as
though set forth herein.
29. Red's had a business relationship with various dispensaries in the State of
Oklahoma.
30. LeafLink knew, or under the circumstances reasonably should have known about
the business relationships.
Reds'
31. LeafLink interfered with the prospective business relationship by preventing
6
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customers from entering into or continuing the business relationships.
32. LeafLink's conduct was malicious, unlawful, unjustified, and intentional.
Reds'
33. LeafLink used improper means to interfere with business relationships.
34. Red's has suffered and continues to suffer damages and irreparable harm as a direct
result of LeafLink's actions.
THIRD CAUSE OF ACTION
(Tortious Interference with Contract)
35. Red's repeats and realleges by reference each and every allegation above as
though set forth herein.
36. Red's has contracts with various dispensaries in the State of Oklahoma.
37. LeafLink knew or under the circumstances reasonably should have known about
those contracts.
38. LeafLink interfered with those contracts or made it impossible for those contracts
to be performed.
39. LeafLink's conduct was malicious, unjustified, and unlawful, and intentional.
Reds'
40. LeafLink used improper means to interfere with business relationships.
41. Red's has suffered and continues to suffer damages and irreparable harm as a
direct result of LeafLink's actions.
FOURTH CAUSE OF ACTION
(Breach of Contract)
42. Red's repeats and realleges by reference each and every allegation above as
though set forth herein.
43. The MSA is a legally binding contract between Red's and LeafLink.
44. Red's has performed all of its obligations under the MSA.
7
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45. LeafLink's reasons for threatening Red's that it would suspend it's use of the
Sites and Services provided under the MSA have no basis in law or fact, and were completely
erroneous and did not comport with the Order, or otherwise.
46. Also, under the MSA, Leaflink is obligated to make good faith efforts to resolve
any dispute. It has failed to do so by refusing to engage with Red's in any way related to this
dispute. See Ex. 5 at Sec.15.2.
47. Consequently, for these and other reasons, LeafLink has materially breached the
MSA.
48. As a direct and proximate result of LeafLink's breaches, Red's has sustained and
will continue to sustain substantial damages and irreparable harm.
49. Red's is entitled to a temporary restraining order and preliminary injunction
"Presidential"
against LeafLink, allowing it to utilize the name on LeafLink's sites as noted in
the Order and otherwise.
FIFTH CAUSE OF ACTION
(Breach of the Covenant of Good Faith and Fair Dealing)
50. Red's repeats and realleges by reference each and every allegation above as
though set forth herein.
51. The MSA is a legally binding contract between LeafLink and Red's, and as such
it contains an implied covenant of good faith and fair dealing.
52. This covenant prohibits LeafLink from taking action or failing to take action that
has the effect of destroying or injuring the rights of Red's.
53. LeafLink's actions and refusals to take action breached this covenant and were
and are designed to destroy or injure Red's rights and expectations under the MSA, including but
limited to threatening to suspend Red's use of the Sites and Services under fallacious and
8
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unjustified pretenses, and then failing to discuss the issues in good faith.
54. Red's sustained damages as a result of these actions, and is also entitled to a
temporary restraining order and preliminary injunction enjoining LeafLink's actions.
WHEREFORE, Plaintiff Red's Health & Wellness, LLC, respectfully prays for judgment
against Defendants as follows:
"Presidential"
A. For judgment declaring that Red's is permitted to use the name and
THC"
"Presidential in connection with the sale of its medical marijuana products on the LeafLink
platform;
B. For a temporary restraining order and preliminary injunction preventing LeafLink from
suspending, terminating or otherwise limiting Red's from using LeafLink's platform for any of the
reasons set forth herein;
C. Actual and compensatory damages above the jurisdictional limit of this Court;
including pre and post judgment interest; and
D. Any other and fu
Preview
FILED: NEW YORK COUNTY CLERK 09/05/2023 01:20 PM INDEX NO. 158721/2023 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 09/05/2023 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -x -- RED’S HEALTH & WELLNESS LLC, an Oklahoma : limited liability company, : Index No. : Plaintiff, : This Summons was filed : On September 5, 2023 - against - : : SUMMONS LEAFLINK, INC., a Delaware corporation, : Defendant. : - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -x -- TO THE ABOVE NAMED DEFENDANT: YOU ARE HEREBY SUMMONED to answer the complaint in this action and to serve a copy of your answer upon the undersigned within twenty (20) days after the service of this summons, exclusive of the day of service, or within thirty (30) days after service is complete, if this summons is not personally delivered to you within the State of New York. In case of your failure to answer, judgment will be taken against you by default for the relief demanded in the complaint. Plaintiff designates New York County as the place of trial. The basis of venue, pursuant to CPLR 503, is that defendant is located within New York County at 80 Broad Street, New York, New York 10004. Dated: New York, New York September 5, 2023 EPSTEIN BECKER & GREEN, P.C. By: /s/ Robert M. Travisano Robert M. Travisano, Esq. Attorneys for Plaintiff 875 3rd Avenue New York, New York 10022 (212) 351-4500 FIRM:59722805v1 1 of 11 FILED: NEW YORK COUNTY CLERK 09/05/2023 01:20 PM INDEX NO. 158721/2023 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 09/05/2023 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK liÊ 'S HÊÃI TH & €E =NESS LLC at x Oklahoma limited liability company, : Index No.: : Plaintiff, : - against - : VERIFIED COMPLAINT LEAFLINK, INC., a Delaware corporation, : Defendant. : X --------------------------------- Plaintiff Red's Health & Wellness LLC ("Red's"), by and through undersigned counsel, and for its Verified Complaint against the Defendant LeafLink, Inc. ("LeafLink"), hereby states and alleges as follows: PRELIMINARY STATEMENT 1. Red's brings this action to enforce a court order from Logan County, Oklahoma, "Presidential," expressly allowing Red's to utilize the name including the tradename "Presidential THC", on the cannabis wholesale marketplace known as LeafLink. (the "Order") 2. Upon information and belief, counsel for a non-party to this action provided the Order to LeafLink and misrepresented to LeafLink that the Oklahoma court found that Red's was infringing on a third-party's intellectual property and was prohibited from using the name "Presidential" on LeafLink, among other things. "Presidential" 3. However, the Order specifically authorizes Red's to use the name in Reds' any form, including tradename Presidential THC. The Order expressly stated that "...the 'Presidential' Court declines to enjoin or restrict the Defendants from utilizing the name in its 'Presidential' business operations to the extent that the use of the name is not coupled with the use FIRM:59720681v2 2 of 11 FILED: NEW YORK COUNTY CLERK 09/05/2023 01:20 PM INDEX NO. 158721/2023 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 09/05/2023 Mark..." of the Despite this, LeafLink refused to communicate with counsel for Red's concerning "Presidential" the Order and continues to insist that Red's cease using the term in its advertising, contrary to the Order, and is threatening to shut down its internet business unless Red's agrees to LeafLink's incorrect interpretation of the Order. Therefore, a temporary restraining order is necessary to preserve the status quo and prevent irreparable harm to Red's business, goodwill and Reds' loss of customer base. PARTIES 4. Red's is an Oklahoma limited liability company with its principal place of business located at 1280 Summit Ridge Drive, Edmond, Oklahoma 73025. 5. LeafLink is a Delaware corporation with its principal place of business located at 80 Broad Street, New York, New York 10004. JURISDICTION AND VENUE 6. This Court has jurisdiction over the parties pursuant to CPLR 301 because LeafLink is headquartered and conducts business within the State of New York. As discussed below, Red's utilizes LeafLink's wholesale marketplace. 7. Venue is proper in New York County pursuant to CPLR 503(c) because LeafLink's headquarters is in New York County. 8. It is clear that this Court has personal and subject matter jurisdiction over Leaflink. FACTUAL BACKGROUND 9. Red's manufactures medical marijuana products under the tradename "Presidential" THC" and "Presidential and sells those products wholesale to various dispensaries in the State of Oklahoma. 10. Red's, at considerable expense, has established and maintains a cannabis business 2 FIRM:5972068 1v2 3 of 11 FILED: NEW YORK COUNTY CLERK 09/05/2023 01:20 PM INDEX NO. 158721/2023 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 09/05/2023 of substantial value and developed valuable relationships with its customers and prospective Reds' customers, which constitute a major part of business. Red's investment in the goodwill of its business cannot be underestimated. 11. To facilitate these sales, Red's utilizes the platform LeafLink to market and sell its cannabis products. LeafLink is a wholesale marketplace for licensed cannabis businesses. LeafLink conducts business in the State of Oklahoma. Reds' 12. Upon information and belief, pursuant to agreement with LeafLink, Fusion LLF, LLC dba LeafLink Payments, on behalf of LeafLink, debited fees in the amount of $999.00 per month in exchange for LeafLink's wholesale marketplace access, among other things. See Ex. 1, LeafLink and Reds Health and Wellness Order Form. Red's participation in Leaflink's market is governed by a Master Subscription Agreement ("MSA"). See Ex. 5. The MSA is governed by New York law. Id. at Sec. 17.4. Melvin Childs is the manager of Red's and entered into the MSA on behalf of Red's. 13. Although the MSA contains an arbitration clause, the parties agreed that nothing in the MSA "will be deemed to waive, preclude, or otherwise limit either party to:...(iii) seek law..." 15.1 injunctive relief in a court of See Ex. 5, Sec. 14. Unrelated to LeafLink, Presidential Marketing Consultants Corp. sued Red's in the District Court of Logan County, State of Oklahoma, Case No. CJ-2023-108 alleging trademark infringement and seeking an injunction. Although Presidential Marketing succeeded in temporarily precluding Red's from using a photo, it failed to preclude Red's from using the term "Presidential" in its advertising. See Order, at Ex. 3. 15. Despite this, on August 23, 2023, counsel for Red's received an email from 1 Under there of venue provision for the MSA, an arbitration must take place in New York, however, is not a choice actions filedin a court of law. See Ex. 5 at Sec. 15.2. 3 FIRM:59720681v2 4 of 11 FILED: NEW YORK COUNTY CLERK 09/05/2023 01:20 PM INDEX NO. 158721/2023 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 09/05/2023 LeafLink stating that "We have received a legal notification that your client, Reds [sic] Health & Wellness LLC, is violating the intellectual property rights of a third party. This is a violation of LeafLink's terms and conditions. Please be advised that your client must remove all infringing "Presidential" products (in this case, any product labeled with or "Presidential THC") from the LeafLink Marketplace. If your client does not comply within 24 hours, their account will be cooperation." suspended.Thank you in advance for your See Ex. 2, 08/23/2023 Email from Kyaire Wynn to Michael R. Perri. 16. LeafLink's reason for threatening to suspend Red's account is completely erroneousand is in violation of the very terms of the MSA. Ex. 5, Sec. 7.3. ("...[LeafLink] may also block your access to our Sites or Services in the event...(ii) we believe that your actions may cause financial loss or liability for you, other Users, or us.") 17. Presumably, the basis of LeafLink's email is the Order, which granted [in part, and Plaintiffs' denied in part,] Application for Preliminary Injunction entered by an Oklahoma State Court on August 18, 2023. See Ex. 3, Order. . 18. On or about May 15, 2023, Presidential Marketing Consultants Corp. and PM ConsultantsOK, LLC (collectively, "Presidential")filed a Petition in Logan County District Court, Case No. CJ-2023-108, alleging that Red's had infringedon Presidential'sallegedcommonlaw and statutory trademark among other equitable and legal claims. Based on the alleged infringement, Presidential sought a Preliminary Restraining Order, which was approved and entered by this Court on the sameday. 19. The hearing on the Preliminary Injunction was held on June 7, 2023. After the hearing, the Court ruled that Red's was prevented from using the alleged Presidential logo but "Presidential," declined to restrict Red's from using the name which includes the name Presidential 4 FIRM:59720681v2 5 of 11 FILED: NEW YORK COUNTY CLERK 09/05/2023 01:20 PM INDEX NO. 158721/2023 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 09/05/2023 THC. See Ex. 3, Order. 20. The Order is not an adjudication on the merits. In fact, the pretrial conference for the hearing on the merits of any alleged infringement in Case No. CJ-2023-108 is not set until October 27, 2023. See https://www.osen.net/dockets/GetCaseinformation.aspx?db=logan& number=CJ-2023-108 Reds' 21. Upon receipt of the August 23, 2023, email marked hereto as Exhibit 2, counsel emailed Mr. Wynn at LeafLink several times to explain the effect of the Order on the preliminary injunction, including pointing out to Mr. Wynn that the Order specifically authorized "Presidential" Red's to use the name and inquired of Mr. Wynn what "intellectual property rights party" of a third LeafLink believed Red's was infringing upon. Finally, Red's counsel asked to speak directly with LeafLink's counsel. However, counsel's repeated attempts to discuss the Order on the preliminary injunction were ignored by Mr. Wynn and LeafLink. See Ex. 4, 08/23/2023 Emails from Michael R. Perri to Kyaire Wynn. 22. However, in order to avoid account suspension, Red's removed the name "Presidential" Wellness." from LeafLink's platform and replaced it with "Red's Health & Red's is at serious risk of permanently losing customers and business as a result of LeafLink's actions. 23. In the cannabis industry, it takes months and even years to build a customer base before becoming successful. Red's has developed these proprietary contacts and client bases over a long period of time, many of which are accessible through LeafLink's platform. Thus, Red's faces immediate and irremediable damage, including the loss of goodwill, customer base and substantial business should LeafLink continue with its wrongful conduct, which is contrary to the Order and completely inappropriate. 24. Red's is suffering irreparable harm because of the peculiar nature of the damage 5 FIRM:59720681v2 6 of 11 FILED: NEW YORK COUNTY CLERK 09/05/2023 01:20 PM INDEX NO. 158721/2023 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 09/05/2023 suffered, and the risk of loss of customers and business good will as a result of LeafLink's actions. Thus, the very viability of Plaintiff's business is at risk because of the potential magnitude of the business diverted from Plaintiff. FIRST CAUSE OF ACTION (Declaratory Judgment) Red's repeats and realleges by reference each and every allegation above as though set forth herein. 25. Pursuant to CPLR 3001, the court may determine the rights, status and other legal relations of cases of actual controversies. 26. A controversy exists as to the legal rights and obligation of the parties in regard to Reds' "Presidential" scope of the Order and ability to use the name and Red's tradename Presidential THC on the LeafLink platform. 27. Accordingly, Red's respectfully requests this Court to enter a declaratory judgment "Presidential" to determine and declare that Red's is permitted to use the name and "Presidential THC" in connection with the sale of its medical marijuana products on the LeafLink platform. SECOND CAUSE OF ACTION (Tortious Interference with Business and Prospective Economic Advantage) 28. Red's repeats and realleges by reference each and every allegation above as though set forth herein. 29. Red's had a business relationship with various dispensaries in the State of Oklahoma. 30. LeafLink knew, or under the circumstances reasonably should have known about the business relationships. Reds' 31. LeafLink interfered with the prospective business relationship by preventing 6 FIRM:59720681v2 7 of 11 FILED: NEW YORK COUNTY CLERK 09/05/2023 01:20 PM INDEX NO. 158721/2023 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 09/05/2023 customers from entering into or continuing the business relationships. 32. LeafLink's conduct was malicious, unlawful, unjustified, and intentional. Reds' 33. LeafLink used improper means to interfere with business relationships. 34. Red's has suffered and continues to suffer damages and irreparable harm as a direct result of LeafLink's actions. THIRD CAUSE OF ACTION (Tortious Interference with Contract) 35. Red's repeats and realleges by reference each and every allegation above as though set forth herein. 36. Red's has contracts with various dispensaries in the State of Oklahoma. 37. LeafLink knew or under the circumstances reasonably should have known about those contracts. 38. LeafLink interfered with those contracts or made it impossible for those contracts to be performed. 39. LeafLink's conduct was malicious, unjustified, and unlawful, and intentional. Reds' 40. LeafLink used improper means to interfere with business relationships. 41. Red's has suffered and continues to suffer damages and irreparable harm as a direct result of LeafLink's actions. FOURTH CAUSE OF ACTION (Breach of Contract) 42. Red's repeats and realleges by reference each and every allegation above as though set forth herein. 43. The MSA is a legally binding contract between Red's and LeafLink. 44. Red's has performed all of its obligations under the MSA. 7 FIRM:59720681v2 8 of 11 FILED: NEW YORK COUNTY CLERK 09/05/2023 01:20 PM INDEX NO. 158721/2023 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 09/05/2023 45. LeafLink's reasons for threatening Red's that it would suspend it's use of the Sites and Services provided under the MSA have no basis in law or fact, and were completely erroneous and did not comport with the Order, or otherwise. 46. Also, under the MSA, Leaflink is obligated to make good faith efforts to resolve any dispute. It has failed to do so by refusing to engage with Red's in any way related to this dispute. See Ex. 5 at Sec.15.2. 47. Consequently, for these and other reasons, LeafLink has materially breached the MSA. 48. As a direct and proximate result of LeafLink's breaches, Red's has sustained and will continue to sustain substantial damages and irreparable harm. 49. Red's is entitled to a temporary restraining order and preliminary injunction "Presidential" against LeafLink, allowing it to utilize the name on LeafLink's sites as noted in the Order and otherwise. FIFTH CAUSE OF ACTION (Breach of the Covenant of Good Faith and Fair Dealing) 50. Red's repeats and realleges by reference each and every allegation above as though set forth herein. 51. The MSA is a legally binding contract between LeafLink and Red's, and as such it contains an implied covenant of good faith and fair dealing. 52. This covenant prohibits LeafLink from taking action or failing to take action that has the effect of destroying or injuring the rights of Red's. 53. LeafLink's actions and refusals to take action breached this covenant and were and are designed to destroy or injure Red's rights and expectations under the MSA, including but limited to threatening to suspend Red's use of the Sites and Services under fallacious and 8 FIRM:59720681v2 9 of 11 FILED: NEW YORK COUNTY CLERK 09/05/2023 01:20 PM INDEX NO. 158721/2023 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 09/05/2023 unjustified pretenses, and then failing to discuss the issues in good faith. 54. Red's sustained damages as a result of these actions, and is also entitled to a temporary restraining order and preliminary injunction enjoining LeafLink's actions. WHEREFORE, Plaintiff Red's Health & Wellness, LLC, respectfully prays for judgment against Defendants as follows: "Presidential" A. For judgment declaring that Red's is permitted to use the name and THC" "Presidential in connection with the sale of its medical marijuana products on the LeafLink platform; B. For a temporary restraining order and preliminary injunction preventing LeafLink from suspending, terminating or otherwise limiting Red's from using LeafLink's platform for any of the reasons set forth herein; C. Actual and compensatory damages above the jurisdictional limit of this Court; including pre and post judgment interest; and D. Any other and fu