Preview
FILED
6/22/2020 4:13PM
FELICIA PITRE
DISTRICT CLERK
DALLAS CO., TEXAS
Nannette Bryant DEPUTY
CAUSE NUMBER DC-20-07067
IPWE, INC. and § IN THE DISTRICT COURT OF
ERICH SPANGENBERG, §
§
Plaintiffs-Counterclaim Defendants, §
§ DALLAS COUNTY, TEXAS
V. §
§
LUCKY DIAMOND PRODUCTIONS, INC. §
and WENDY DIAMOND, §
95th IUDICIAL DISTRICT
§
Defendants—Counterclaim Plaintiffs. §
DEFENDANT-COUNTERCLAIM PLAINTIFFS’ ANSWER TO ORIGINAL PETITION,
AFFIRMATIVE DEFENSES, AND COUNTERCLAIMS
COMES NOW, Lucky Diamond Productions, Inc. (“LDP”) and Wendy Diamond Defendants-
Counterclaim Plaintiffs (collectively “Defendants” or “Diamond”) in the above-styled and -numbered
cause and files this Answer to the Original Petition, Affirmative Defenses, and Counterclaim against
IPwe, Inc. (“IPwe”) and Erich Spangenberg (“Spangenberg”) Plaintiff—Counterclaim Defendants (collectively
“Plaintiff” or “Counterclaim Defendants”), and state as follows:
I. ANSWER
Defendants generally deny all 0f the allegations of Plaintiffs’ petition and demand strict
proof of them by a preponderance of the evidence. Defendants reserve the right to amend this
pleading as permitted by the Texas Rules of Civil Procedure. In accordance with section 37.009
0f the Texas Civil Practice & Remedies Code, Defendants are entitled t0 recover their reasonable
and necessary attorneys’ fees and costs.
DEFENDANT-COUNTERCLAIM PLAINTIFFS’ ANSWER TO ORIGINAL PETITION, AFFIRMATIVE
DEFENSES, AND COUNTERCLAIMS
R:\7\0725\00 1 \SubPldgs\Drafts\Answer and Counterclaimsdocx 1
II. DEFENSES
1. Each cause 0f action in the petition is barred, in Whole or in part, by reason of
Plaintiffs’ waiver and estoppel.
2. Each cause of action in the petition is barred, in whole 0r in part, by the doctrine of
unclean hands.
3. Each cause of action in the petition is barred, in whole or in part, because Plaintiffs
have not sustained any injury 0r damage by reason 0f any act or omission of Defendants.
4. Plaintiffs are barred and precluded from any relief sought in the petition because
they have failed and refused t0 substantiate or document their damages, if any.
III. COUNTERCLAIM PLAINTIFFS’ COUNTERCLAIM
INTRODUCTION
5. Diamond is a well-recognized humanitarian, animal welfare advocate, social
entrepreneur, and impact investor. Diamond has a wealth ofrelationships throughout the globe and
is contacted regularly for introductions, both business and personal. Spangenberg, aware 0f
Diamond’s contacts, relationships, and potential business dealings, sought to use Diamond’s
connections in order t0 further his business. Accordingly, he entered into four separate and
independent agreements to enable his company, IPwe, to gain access to her knowledge and
experience, to have Diamond consult and advise, t0 increase the company’s exposure, and to be far
more successfiJI than he could Without her. Spangenberg, after entering into each agreement and
after Diamond performed, breached every one 0f them.
DEFENDANT-COUNTERCLAIM PLAINTIFFS’ ANSWER TO ORIGINAL PETITION, AFFIRMATIVE
DEFENSES, AND COUNTERCLAIMS
R:\7\0725\00 1 \SubPldgs\Drafts\Answer and Counterclaimsdocx 2
6. Accordingly, Diamond, through counsel, prepared and forwarded a letter t0
Spangenberg informing him he was in breach and demanding payment and accountability. That
letter was ignored. Rather than respond, Plaintiffs commenced this action.
COUNTERCLAIM FACTS
7. IPwe and LDP executed a Senior Adviser Board Agreement, dated October 8,201 8,
wherein LDP agreed t0 consult and advise IPwe. In consideration, IPwe granted LDP 25,000 shares
0f IPwe’s common stock (the “Adviser Agreement”).
8. T0 date, despite numerous admissions by Plaintiffs that the shares are due and owing,
LDP has yet to receive the shares.
9. Pursuant t0 a separate IPwe Referral Program Agreement, dated October 11, 2018,
IPwe agreed t0 pay LDP a 10% commission 0n any revenues received in connection With any deal
between IPwe and any of LDP’S introductions (the “Referral Agreement”). IPwe’s contractual
obligation t0 pay continues for five years after the date 0f each such referral.
10. Upon information and belief, notwithstanding IPwe’s revenues generated in
connection with the Referral Agreement, IPwe has refused to pay any monies owed under the
Referral Agreement 0r even provide any transparency 0r accountability t0 Defendants in connection
With the business or its operations.
11. On 0r about August 24, 2019, IPwe entered into a separate Consulting Agreement
with Diamond in her personal capacity (the “Consulting Agreement”).
12. The Consulting Agreement provides that, in exchange for Diamond’s introduction of
entities and individuals to IPwe, Diamond Will be paid a quarterly fee 0f $25,000 (increased t0
$50,000 per quarter) when IPwe enters into a $ 1 0 million equity financing Transaction Event, as that
term is defined in the Consulting Agreement. Because the Consulting Agreement fees begin to
DEFENDANT-COUNTERCLAIM PLAINTIFFS’ ANSWER TO ORIGINAL PETITION, AFFIRMATIVE
DEFENSES, AND COUNTERCLAIMS
R:\7\0725\00 1 \SubPldgs\Drafts\Answer and Counterclaimsdocx 3
“accrue” immediately, in the event such an equity raise occurs, the Quarterly Fees are “payable” as
retroactively accrued.
13. On or around December 3, 2019, Spangenberg admitted t0 Diamond that he believed
$15 million had already been raised. Diamond, in turn, requested she be paid pursuant t0 the
Consulting Agreement’s terms.
14. Despite demand, however, IPwe has failed and refused not only t0 pay under the
agreements, but even failed to provide updates on the money it raised, any financial information, or
any material accounting. Simply put, itrefuses to pay Diamond money she is contractually owed.
15. Despite Plaintiffs’ allegations in the petition, Plaintiffs have admitted 0n numerous
occasions Diamond’s services are valuable and IPwe has and will continue to obtain substantial
benefit from her and LDP’s performance. The value includes, but is not limited to, Defendants
introducing Plaintiffs to 100’s of individuals, many of Whom are well-recognized nationally and
internationally.
16. Indeed, Plaintiffs recognized Diamond’s incredible ongoing value When IPwe
offered, and Diamond accepted, the role as IPwe Chairwoman. The role was offered by email dated
0n or about January 22, 2020 (the “Executive Agreement”).
17. After Diamond accepted, IPwe represented t0 investors Diamond’s role as
Chairwoman both 0n itswebsite and in itsSeries A+ Investor Presentation. Diamond immediately
began performing by, among other things, advising to create IPwe’s first ever Environmental, Social
and Corporate Governance criteria. She also carried out her mandate to bring women onto IPwe’s
Advisory board. One such person was brought 0n t0 assist in funding IPwe’s 1P Asset Fund. She
further developed IPwe’s relationships with several entities and individuals to create the premier 1P
DEFENDANT-COUNTERCLAIM PLAINTIFFS’ ANSWER TO ORIGINAL PETITION, AFFIRMATIVE
DEFENSES, AND COUNTERCLAIMS
R:\7\0725\00 1 \SubPldgs\Drafts\Answer and Counterclaimsdocx 4
Bank in Africa. She advised on the creation of IPwe’s social impact and ESG initiatives—all at
Spangenberg’s specific direction after appointing her as Chairwoman.
18. The Executive Agreement entitles Diamond to a three percent (3%) equity interest in
IPwe. Despite recognizing Diamond as IPwe’s Chairwoman and accepting her valuable services,
Plaintiffs now refuse to recognize her three percent equity interest in it.
19. Not only have Plaintiffs acted in bad faith by refusing t0 compensate Defendants
under the terms 0f the agreements, in retribution for Diamond’s request that IPwe honor its
contractual commitments t0 Defendants, IPwe’s representatives, including Spangenberg, have
threatened Diamond, including threatening to defame Diamond to some of her own relationships and
fling this lawsuit.
FIRST COUNTERCLAIMI: BREACH OF CONTRACTS BY LDP AGAINST IPWE
20. Defendants incorporate by reference the allegations made in the foregoing
paragraphs as if fully set forth herein.
21. The Adviser Agreement is a valid and binding contract, of Which LDP materially
performed.
22. Despite demand and acceptance of LDP’s performance, IPwe breached the Adviser
Agreement by failing t0 compensate LDP pursuant to its terms.
23. The Referral Agreement is a valid and binding contract, 0f which LDP materially
performed.
24. Despite demand and acceptance 0f LDP’S performance, IPwe breached the Referral
Agreement by failing t0 compensate LDP pursuant t0 its terms.
1
Each counterclaimispleaded in the alternative insofar as necessary.
DEFENDANT-COUNTERCLAIM PLAINTIFFS’ ANSWER TO ORIGINAL PETITION, AFFIRMATIVE
DEFENSES, AND COUNTERCLAIMS
R:\7\0725\00 1 \SubPldgs\Drafts\Answer and Counterclaimsdocx 5
25. As a result of the foregoing, in addition to the 25,000 shares of IPwe that IPwe has
failed t0 provide to LDP, LDP has been injured in a monetary amount t0 be determined after an
opportunity for full and complete discovery of information that is currently in Plaintiffs’ sole
possession, custody or control. LDP was required to retain attorneys t0 prosecute this action and
has agreed t0 pay the retained attorneys a reasonable fee. A11 conditions precedent have been
performed or such were waived. LDP seeks recovery of its reasonable and necessary attorneys’
fees and costs.
SECOND COUNTERCLAIM:
BREACH OF CONTRACTS BY DIAMOND AGAINST IPWE
26. Defendants incorporate by reference the allegations made in the foregoing
paragraphs as if fully set forth herein.
27. The Consulting Agreement is a valid and binding contract, of which Diamond
materially performed.
28. Despite demand and acceptance 0f the benefits 0f Diamond’s performance, IPwe
breached the Consulting Agreement by failing t0 compensate Diamond pursuant t0 itsterms.
29. The Executive Agreement is a valid and binding contract, 0f Which Diamond
materially performed.
30. Despite demand and acceptance of the benefits of Diamond’s performance, IPwe
breached the Executive Agreement by failing t0 compensate Diamond pursuant t0 its terms.
31. As a result 0fthe foregoing, in addition to the three percent (3 %) equity stake in IPwe
that Plaintiffs refuse t0 recognize, Diamond has been injured in a monetary amount t0 be determined
after an opportunity for full and complete discovery of information that is currently in Plaintiffs’ sole
possession, custody or control. Diamond was required to retain attorneys to prosecute this action
and has agreed to pay the retained attorneys a reasonable fee. A11 conditions precedent have been
DEFENDANT-COUNTERCLAIM PLAINTIFFS’ ANSWER TO ORIGINAL PETITION, AFFIRMATIVE
DEFENSES, AND COUNTERCLAIMS
R:\7\0725\00 1 \SubPldgs\Drafts\Answer and Counterclaimsdocx 6
performed 0r such were waived. Diamond seeks recovery ofher reasonable and necessary attorneys’
fees and costs.
THIRD COUNTERCLAIM: FRAUDWRAUDULENT INDUCEMENT
32. Defendants incorporate by reference the allegations made in the foregoing
paragraphs as if fully set forth herein.
33. As delineated in more detail above, Plaintiffs made numerous representations to
Defendants. At the time 0f the representations Plaintiffs knew they were false, made them in bad
faith, or made them With a conscious indifference to their truth or falsity. The fraudulent
misrepresentations and/or misrepresentation of material fact were made t0 induce Defendants,
among other things, t0 enter into the agreements described above, to perform significant work for
Plaintiffs, and to reveal and disclose Defendants’ relationships With individuals With Whom Plaintiffs
had no or littlecontact, much less significant enough t0 leverage.
34. Defendants reasonably relied upon these misrepresentations and/or omissions and, as
a result thereof entered the agreements and provided the services and introductions described.
Defendants would not have taken these actions, among others, had Defendants known the falsity of
the representations and/or the omissions of material fact.
35. Plaintiffs’ fraudulent acts caused Defendants damages in an amount Within the
jurisdictional requirements of this Court. Further, as a result 0f the clear and convincing evidence,
Defendants are entitled to exemplary damages.
V. JURY DEMAND
36. Defendants demand a jury trial and tender the appropriate fee herewith.
DEFENDANT-COUNTERCLAIM PLAINTIFFS’ ANSWER TO ORIGINAL PETITION, AFFIRMATIVE
DEFENSES, AND COUNTERCLAIMS
R:\7\0725\00 1 \SubPldgs\Drafts\Answer and Counterclaimsdocx 7
VI. CONDITIONS PRECEDENT
37. A11 conditions precedent to Defendants’ counterclaims for relief have been
performed or have occurred.
VII. REQUEST FOR DISCLOSURE
38. Under Texas Rule 0f Civil Procedure 194, Defendants request that Plaintiffs”
disclose, Within the time prescribed by the Rules, the information described in Rule 194.2.
VIII. PRAYER FOR RELIEF
WHEREFORE, PREMISES CONSIDERED, Defendants respectfully request that upon
hearing or trial thisHonorable Coufi:
A. Enter monetary judgment against Defendants in favor of Plaintiffs in an amount to be
determined, but in excess of $1,000,000;
B. Award Defendants their reasonable attomeys’ fees;
C. Award Defendants their costs and expenses incurred; and
D. Award Defendants such other relief to which they are entitled, in law and in equity.
Respectfully submitted,
y/ GREGORY
V
M. CLIFT
State Bar No. 00795835
Email: Clift@RoggeDunnGroup.com
ROGGE DUNN GROUP, PC
500 N. Akard Street
Suite 1900
Dallas, Texas 75201
Telephone: (214) 888-5000
Facsimile: (214) 220—3833
DEFENDANT-COUNTERCLAIM PLAINTIFFS’ ANSWER TO ORIGINAL PETITION, AFFIRMATIVE
DEFENSES, AND COUNTERCLAIMS
R:\7\0725\00 l \SubPldgs\Drafts\Answer and Counterclaimsdocx 8
-and-
Richard A. Roth, Esq.
The Roth Law Firm, PLLC
295 Madison Avenue, F1. 22
New York, New York 10583
[PRO HA C VICE APPLICA TION PENDING]
ATTORNEYS FOR DEFENDANTS
CERTIFICATE OF SERVICE
Ihereby certify that a true and correct copy of the above and foregoing document has been
sent t0 all counsel of record listed below on this 22nd day of June, 2020:
Amy E. LaValle, Esq.
Wick Phillips
3 131 McKinney Avenue, Suite 100
Dallas, Texas 75204
\GREfiORY M. CNIFT
Preview
FILED 6/22/2020 4:13PM FELICIA PITRE DISTRICT CLERK DALLAS CO., TEXAS Nannette Bryant DEPUTY CAUSE NUMBER DC-20-07067 IPWE, INC. and § IN THE DISTRICT COURT OF ERICH SPANGENBERG, § § Plaintiffs-Counterclaim Defendants, § § DALLAS COUNTY, TEXAS V. § § LUCKY DIAMOND PRODUCTIONS, INC. § and WENDY DIAMOND, § 95th IUDICIAL DISTRICT § Defendants—Counterclaim Plaintiffs. § DEFENDANT-COUNTERCLAIM PLAINTIFFS’ ANSWER TO ORIGINAL PETITION, AFFIRMATIVE DEFENSES, AND COUNTERCLAIMS COMES NOW, Lucky Diamond Productions, Inc. (“LDP”) and Wendy Diamond Defendants- Counterclaim Plaintiffs (collectively “Defendants” or “Diamond”) in the above-styled and -numbered cause and files this Answer to the Original Petition, Affirmative Defenses, and Counterclaim against IPwe, Inc. (“IPwe”) and Erich Spangenberg (“Spangenberg”) Plaintiff—Counterclaim Defendants (collectively “Plaintiff” or “Counterclaim Defendants”), and state as follows: I. ANSWER Defendants generally deny all 0f the allegations of Plaintiffs’ petition and demand strict proof of them by a preponderance of the evidence. Defendants reserve the right to amend this pleading as permitted by the Texas Rules of Civil Procedure. In accordance with section 37.009 0f the Texas Civil Practice & Remedies Code, Defendants are entitled t0 recover their reasonable and necessary attorneys’ fees and costs. DEFENDANT-COUNTERCLAIM PLAINTIFFS’ ANSWER TO ORIGINAL PETITION, AFFIRMATIVE DEFENSES, AND COUNTERCLAIMS R:\7\0725\00 1 \SubPldgs\Drafts\Answer and Counterclaimsdocx 1 II. DEFENSES 1. Each cause 0f action in the petition is barred, in Whole or in part, by reason of Plaintiffs’ waiver and estoppel. 2. Each cause of action in the petition is barred, in whole 0r in part, by the doctrine of unclean hands. 3. Each cause of action in the petition is barred, in whole or in part, because Plaintiffs have not sustained any injury 0r damage by reason 0f any act or omission of Defendants. 4. Plaintiffs are barred and precluded from any relief sought in the petition because they have failed and refused t0 substantiate or document their damages, if any. III. COUNTERCLAIM PLAINTIFFS’ COUNTERCLAIM INTRODUCTION 5. Diamond is a well-recognized humanitarian, animal welfare advocate, social entrepreneur, and impact investor. Diamond has a wealth ofrelationships throughout the globe and is contacted regularly for introductions, both business and personal. Spangenberg, aware 0f Diamond’s contacts, relationships, and potential business dealings, sought to use Diamond’s connections in order t0 further his business. Accordingly, he entered into four separate and independent agreements to enable his company, IPwe, to gain access to her knowledge and experience, to have Diamond consult and advise, t0 increase the company’s exposure, and to be far more successfiJI than he could Without her. Spangenberg, after entering into each agreement and after Diamond performed, breached every one 0f them. DEFENDANT-COUNTERCLAIM PLAINTIFFS’ ANSWER TO ORIGINAL PETITION, AFFIRMATIVE DEFENSES, AND COUNTERCLAIMS R:\7\0725\00 1 \SubPldgs\Drafts\Answer and Counterclaimsdocx 2 6. Accordingly, Diamond, through counsel, prepared and forwarded a letter t0 Spangenberg informing him he was in breach and demanding payment and accountability. That letter was ignored. Rather than respond, Plaintiffs commenced this action. COUNTERCLAIM FACTS 7. IPwe and LDP executed a Senior Adviser Board Agreement, dated October 8,201 8, wherein LDP agreed t0 consult and advise IPwe. In consideration, IPwe granted LDP 25,000 shares 0f IPwe’s common stock (the “Adviser Agreement”). 8. T0 date, despite numerous admissions by Plaintiffs that the shares are due and owing, LDP has yet to receive the shares. 9. Pursuant t0 a separate IPwe Referral Program Agreement, dated October 11, 2018, IPwe agreed t0 pay LDP a 10% commission 0n any revenues received in connection With any deal between IPwe and any of LDP’S introductions (the “Referral Agreement”). IPwe’s contractual obligation t0 pay continues for five years after the date 0f each such referral. 10. Upon information and belief, notwithstanding IPwe’s revenues generated in connection with the Referral Agreement, IPwe has refused to pay any monies owed under the Referral Agreement 0r even provide any transparency 0r accountability t0 Defendants in connection With the business or its operations. 11. On 0r about August 24, 2019, IPwe entered into a separate Consulting Agreement with Diamond in her personal capacity (the “Consulting Agreement”). 12. The Consulting Agreement provides that, in exchange for Diamond’s introduction of entities and individuals to IPwe, Diamond Will be paid a quarterly fee 0f $25,000 (increased t0 $50,000 per quarter) when IPwe enters into a $ 1 0 million equity financing Transaction Event, as that term is defined in the Consulting Agreement. Because the Consulting Agreement fees begin to DEFENDANT-COUNTERCLAIM PLAINTIFFS’ ANSWER TO ORIGINAL PETITION, AFFIRMATIVE DEFENSES, AND COUNTERCLAIMS R:\7\0725\00 1 \SubPldgs\Drafts\Answer and Counterclaimsdocx 3 “accrue” immediately, in the event such an equity raise occurs, the Quarterly Fees are “payable” as retroactively accrued. 13. On or around December 3, 2019, Spangenberg admitted t0 Diamond that he believed $15 million had already been raised. Diamond, in turn, requested she be paid pursuant t0 the Consulting Agreement’s terms. 14. Despite demand, however, IPwe has failed and refused not only t0 pay under the agreements, but even failed to provide updates on the money it raised, any financial information, or any material accounting. Simply put, itrefuses to pay Diamond money she is contractually owed. 15. Despite Plaintiffs’ allegations in the petition, Plaintiffs have admitted 0n numerous occasions Diamond’s services are valuable and IPwe has and will continue to obtain substantial benefit from her and LDP’s performance. The value includes, but is not limited to, Defendants introducing Plaintiffs to 100’s of individuals, many of Whom are well-recognized nationally and internationally. 16. Indeed, Plaintiffs recognized Diamond’s incredible ongoing value When IPwe offered, and Diamond accepted, the role as IPwe Chairwoman. The role was offered by email dated 0n or about January 22, 2020 (the “Executive Agreement”). 17. After Diamond accepted, IPwe represented t0 investors Diamond’s role as Chairwoman both 0n itswebsite and in itsSeries A+ Investor Presentation. Diamond immediately began performing by, among other things, advising to create IPwe’s first ever Environmental, Social and Corporate Governance criteria. She also carried out her mandate to bring women onto IPwe’s Advisory board. One such person was brought 0n t0 assist in funding IPwe’s 1P Asset Fund. She further developed IPwe’s relationships with several entities and individuals to create the premier 1P DEFENDANT-COUNTERCLAIM PLAINTIFFS’ ANSWER TO ORIGINAL PETITION, AFFIRMATIVE DEFENSES, AND COUNTERCLAIMS R:\7\0725\00 1 \SubPldgs\Drafts\Answer and Counterclaimsdocx 4 Bank in Africa. She advised on the creation of IPwe’s social impact and ESG initiatives—all at Spangenberg’s specific direction after appointing her as Chairwoman. 18. The Executive Agreement entitles Diamond to a three percent (3%) equity interest in IPwe. Despite recognizing Diamond as IPwe’s Chairwoman and accepting her valuable services, Plaintiffs now refuse to recognize her three percent equity interest in it. 19. Not only have Plaintiffs acted in bad faith by refusing t0 compensate Defendants under the terms 0f the agreements, in retribution for Diamond’s request that IPwe honor its contractual commitments t0 Defendants, IPwe’s representatives, including Spangenberg, have threatened Diamond, including threatening to defame Diamond to some of her own relationships and fling this lawsuit. FIRST COUNTERCLAIMI: BREACH OF CONTRACTS BY LDP AGAINST IPWE 20. Defendants incorporate by reference the allegations made in the foregoing paragraphs as if fully set forth herein. 21. The Adviser Agreement is a valid and binding contract, of Which LDP materially performed. 22. Despite demand and acceptance of LDP’s performance, IPwe breached the Adviser Agreement by failing t0 compensate LDP pursuant to its terms. 23. The Referral Agreement is a valid and binding contract, 0f which LDP materially performed. 24. Despite demand and acceptance 0f LDP’S performance, IPwe breached the Referral Agreement by failing t0 compensate LDP pursuant t0 its terms. 1 Each counterclaimispleaded in the alternative insofar as necessary. DEFENDANT-COUNTERCLAIM PLAINTIFFS’ ANSWER TO ORIGINAL PETITION, AFFIRMATIVE DEFENSES, AND COUNTERCLAIMS R:\7\0725\00 1 \SubPldgs\Drafts\Answer and Counterclaimsdocx 5 25. As a result of the foregoing, in addition to the 25,000 shares of IPwe that IPwe has failed t0 provide to LDP, LDP has been injured in a monetary amount t0 be determined after an opportunity for full and complete discovery of information that is currently in Plaintiffs’ sole possession, custody or control. LDP was required to retain attorneys t0 prosecute this action and has agreed t0 pay the retained attorneys a reasonable fee. A11 conditions precedent have been performed or such were waived. LDP seeks recovery of its reasonable and necessary attorneys’ fees and costs. SECOND COUNTERCLAIM: BREACH OF CONTRACTS BY DIAMOND AGAINST IPWE 26. Defendants incorporate by reference the allegations made in the foregoing paragraphs as if fully set forth herein. 27. The Consulting Agreement is a valid and binding contract, of which Diamond materially performed. 28. Despite demand and acceptance 0f the benefits 0f Diamond’s performance, IPwe breached the Consulting Agreement by failing t0 compensate Diamond pursuant t0 itsterms. 29. The Executive Agreement is a valid and binding contract, 0f Which Diamond materially performed. 30. Despite demand and acceptance of the benefits of Diamond’s performance, IPwe breached the Executive Agreement by failing t0 compensate Diamond pursuant t0 its terms. 31. As a result 0fthe foregoing, in addition to the three percent (3 %) equity stake in IPwe that Plaintiffs refuse t0 recognize, Diamond has been injured in a monetary amount t0 be determined after an opportunity for full and complete discovery of information that is currently in Plaintiffs’ sole possession, custody or control. Diamond was required to retain attorneys to prosecute this action and has agreed to pay the retained attorneys a reasonable fee. A11 conditions precedent have been DEFENDANT-COUNTERCLAIM PLAINTIFFS’ ANSWER TO ORIGINAL PETITION, AFFIRMATIVE DEFENSES, AND COUNTERCLAIMS R:\7\0725\00 1 \SubPldgs\Drafts\Answer and Counterclaimsdocx 6 performed 0r such were waived. Diamond seeks recovery ofher reasonable and necessary attorneys’ fees and costs. THIRD COUNTERCLAIM: FRAUDWRAUDULENT INDUCEMENT 32. Defendants incorporate by reference the allegations made in the foregoing paragraphs as if fully set forth herein. 33. As delineated in more detail above, Plaintiffs made numerous representations to Defendants. At the time 0f the representations Plaintiffs knew they were false, made them in bad faith, or made them With a conscious indifference to their truth or falsity. The fraudulent misrepresentations and/or misrepresentation of material fact were made t0 induce Defendants, among other things, t0 enter into the agreements described above, to perform significant work for Plaintiffs, and to reveal and disclose Defendants’ relationships With individuals With Whom Plaintiffs had no or littlecontact, much less significant enough t0 leverage. 34. Defendants reasonably relied upon these misrepresentations and/or omissions and, as a result thereof entered the agreements and provided the services and introductions described. Defendants would not have taken these actions, among others, had Defendants known the falsity of the representations and/or the omissions of material fact. 35. Plaintiffs’ fraudulent acts caused Defendants damages in an amount Within the jurisdictional requirements of this Court. Further, as a result 0f the clear and convincing evidence, Defendants are entitled to exemplary damages. V. JURY DEMAND 36. Defendants demand a jury trial and tender the appropriate fee herewith. DEFENDANT-COUNTERCLAIM PLAINTIFFS’ ANSWER TO ORIGINAL PETITION, AFFIRMATIVE DEFENSES, AND COUNTERCLAIMS R:\7\0725\00 1 \SubPldgs\Drafts\Answer and Counterclaimsdocx 7 VI. CONDITIONS PRECEDENT 37. A11 conditions precedent to Defendants’ counterclaims for relief have been performed or have occurred. VII. REQUEST FOR DISCLOSURE 38. Under Texas Rule 0f Civil Procedure 194, Defendants request that Plaintiffs” disclose, Within the time prescribed by the Rules, the information described in Rule 194.2. VIII. PRAYER FOR RELIEF WHEREFORE, PREMISES CONSIDERED, Defendants respectfully request that upon hearing or trial thisHonorable Coufi: A. Enter monetary judgment against Defendants in favor of Plaintiffs in an amount to be determined, but in excess of $1,000,000; B. Award Defendants their reasonable attomeys’ fees; C. Award Defendants their costs and expenses incurred; and D. Award Defendants such other relief to which they are entitled, in law and in equity. Respectfully submitted, y/ GREGORY V M. CLIFT State Bar No. 00795835 Email: Clift@RoggeDunnGroup.com ROGGE DUNN GROUP, PC 500 N. Akard Street Suite 1900 Dallas, Texas 75201 Telephone: (214) 888-5000 Facsimile: (214) 220—3833 DEFENDANT-COUNTERCLAIM PLAINTIFFS’ ANSWER TO ORIGINAL PETITION, AFFIRMATIVE DEFENSES, AND COUNTERCLAIMS R:\7\0725\00 l \SubPldgs\Drafts\Answer and Counterclaimsdocx 8 -and- Richard A. Roth, Esq. The Roth Law Firm, PLLC 295 Madison Avenue, F1. 22 New York, New York 10583 [PRO HA C VICE APPLICA TION PENDING] ATTORNEYS FOR DEFENDANTS CERTIFICATE OF SERVICE Ihereby certify that a true and correct copy of the above and foregoing document has been sent t0 all counsel of record listed below on this 22nd day of June, 2020: Amy E. LaValle, Esq. Wick Phillips 3 131 McKinney Avenue, Suite 100 Dallas, Texas 75204 \GREfiORY M. CNIFT