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Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Jun 01 4:54 PM-18CV002305
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IN THE FRANKLIN COUNTY COURT OF COMMON PLEAS
CIVIL DIVISION
ED MAP, Inc.
296 Harper Street
Nelsonville, OH 450764 Civil Action No.: 18-CV-002305
Plaintiff,
Vv. Judge David Cain
DELTA CAREER EDUCATION
CORPORATION, et al.
and
Ancora Intermediate Holdings LLC
8701 Bedford Euless Rd. Ste 400
Hurst, TX 76053
Defendants.
FIRST AMENDED COMPLAINT
Plaintiff Ed Map, Inc., by and through counsel pursuant to Ohio Rule of Civil Procedure
15(A), hereby files its First Amended Complaint as a matter of course and states by way of
Complaint against Defendants Delta Career Education Corporation, STVT-AAI Education, Inc
d/b/a Ancora Education; Ancora Intermediate Holdings LLC; Atlantic Coast Colleges, Inc.;
Berks Technical Institute, Inc.; McCann Education Centers, Inc., McCann School of Business
and Technology, Inc.; Miller-Motte Business College, Inc.; Palmetto Technical College, Inc.;
and Piedmont Business Colleges, Inc. (collectively, “Defendants”) as follows
PARTIES
1 Ed Map, Inc. (“Ed Map”) is a Delaware corporation with its principal place of
business at 296 Harper Street, Nelsonville, Ohio 450764. Plaintiff Ed Map has been qualified to
conduct business in the State of Ohio at all relevant times.
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2 Ed Map provides textbooks and related materials and services to education
providers throughout the United States.
3 Defendant Delta Career Education Corporation (“Delta”) is a Delaware
corporation with its principal place of business at 4525 Columbus Street, Suite 101, Virginia
Beach, VA 23462.
4 Delta provides or has provided education services to students in various locations
throughout the United States.
5 Delta entered into a contract with Ed Map for educational books and services on
February 2, 2012. A true and accurate copy of the February 2, 2012 agreement with attachments
is incorporated and attached as Exhibit A
6 Ed Map and Delta amended the Agreement in writing effective
September 9, 2013 (the “Amendment”). A true and accurate copy of the Amendment is
incorporated and attached as Exhibit B. Together the February 2, 2012 agreement with
attachments and the Amendment shall be referenced herein as the “Agreement.”
7 Defendant STVT-AAI Education, Inc. d/b/a Ancora Education (“Ancora”) is a
Texas corporation with its principal place of business at 8701 Bedford Euless Road, Suite 400,
Hurst, Texas 76053.
8 Defendant Ancora Intermediate Holdings (“Ancora Holdings”) is a limited
liability company with its principal place of business at 8701 Bedford Euless Road, Suite 400,
Hurst, Texas 76053
9 Defendant Atlantic Coast Colleges, Inc., is a North Carolina corporation with its
principal place of business at 4525 Columbus Street, Suite 101, Virginia Beach, Virginia 23462.
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10. Defendant Berks Technical Institute, Inc., is a Delaware corporation with its
principal place of business 2205 Ridgewood Road, Wyomissing, Pennsylvania 19610.
11. Defendant McCann Education Centers, Inc., is a Pennsylvania corporation with
its principal place of business at 4525 Columbus Street, Suite 101, Virginia Beach, Virginia
23462
12. Defendant McCann School of Business and Technology, Inc., is a Louisiana
corporation with its principal place of business at 3320 West Esplanade Avenue North, Metairie,
Louisiana 7002.
13. Defendant Miller-Motte Business College, Inc., is a North Carolina corporation
with its principal place of business at 4525 Columbus Street, Suite 101, Virginia Beach, Virginia
23462
14. Defendant Palmetto Technical College, Inc., is a former Virginia corporation with
its principal place of business at 4525 Columbus Street, Suite 101, Virginia Beach, Virginia
23462
15 Defendant Piedmont Business Colleges, Inc., is a North Carolina corporation with
its principal place of business at 4525 Columbus Street, Suite 101, Virginia Beach, Virginia
23462.
16. Upon information and belief, Defendant Ancora provides or has provided
education services to students in various locations throughout the United States. including at
campuses that were formerly owned by Delta, Atlantic Coast Colleges, Inc.; Berks Technical
Institute, Inc., McCann Education Centers, Inc.; McCann School of Business and Technology,
Inc.; Miller-Motte Business College, Inc.; Palmetto Technical College, Inc.; and Piedmont
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Business Colleges, Inc. (collectively, the “Delta Defendants”) and serviced by Ed Map, pursuant
to the Agreement.
17. Upon information and belief, Ancora, Ancora Holdings, Atlantic Coast Colleges,
Inc.; Berks Technical Institute, Inc., McCann Education Centers, Inc.; McCann School of
Business and Technology, Inc.; Miller-Motte Business College, Inc.; Palmetto Technical
College, Inc.; and Piedmont Business Colleges, Inc. were intended beneficiaries of the
Agreement.
18 Upon information and belief, Ancora Holdings purchased the assets of the Delta
Defendants through an asset purchase agreement (“APA”) that closed on or about January 18,
2018
19. Upon information and belief, as part of that asset purchase, Ancora Holdings
assumed certain liabilities and purchased certain contracts of the Delta Defendants, including the
Agreement with Ed Map.
20. Upon information and belief, because Ancora Holdings did one or more of the
following: acknowledged, ratified, assumed, induced performance of, or benefited from the
Agreement, Ancora Holdings is liable for the amount due under the Agreement.
21 Upon information and belief, Ancora Holdings assigned and transferred the
purchased contracts, including the Agreement with Ed Map, to Ancora.
22. Defendants have been unjustly enriched as a result of Ed Map’s provision of
educational material and services.
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JURISDICTION AND VENUE
23 Jurisdiction and venue are proper in the Common Pleas Court of Franklin County,
Ohio based on the governing law provision of the Agreement, which was entered into by Delta
for the benefit of the Delta Defendants, assumed by Ancora Holdings, and assigned to Ancora
24. In addition, this Court has personal jurisdiction over the Defendants because they
conducted business with Ed Map in Ohio.
25. This Court also has personal jurisdiction over the Defendants pursuant to R.C.
2707.382 because the Defendants engaged in activity that caused tortious harm to Ed Map in
Ohio.
BACKGROUND
26. Ed Map provided educational materials and services to Defendants in exchange
for payment under the Agreement.
27. Upon information and belief, Bill Nance was an authorized agent of Delta at the
time the parties executed the Agreement and authorized agent of either Delta, Ancora, or Ancora
Holdings at all times relevant
28. Pursuant to the Agreement, Ed Map agreed to provide, and Delta—and then
Ancora Holdings and Ancora —agreed to accept and pay for Ed Map’s materials and services.
29. Section 4(b) of the Agreement mandated that Defendant Delta “pay any
outstanding invoices within thirty (30) days of receipt of the invoice . Failure to pay within
forty-five (45) days may result in delay of future shipments . Any amounts not paid within
the payment term shall bear interest at the lesser of 1.5% per month or the highest amount
allowed by law.” (Exhibit A at 4(b).)
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30. Section 4(b) of the Agreement also provides that Defendants must “pay Ed Map
for all charges, collection fees, expenses, payments of money and reasonable attorneys’ fees that
Ed Map incurs while attempting to obtain any past due payments from Client.” (/d.)
31 As part of Ed Map’s typical business procedures, Ed Map tracks the account
established under the Agreement and issues invoices for the same. A true and accurate copy of
the account’s billing history, since March 2017 (the “Billing History”) is attached and
incorporated as Exhibit C.
32. By March 2017, Delta was delinquent and in breach of the Agreement for
continued nonpayment.
33 Following Ed Map’s demand for payment and notice of temporary suspension of
any future shipments, Delta brought its account to a mutually agreeable aging, and Ed Map and
Delta continued operations under the Agreement.
34 By no later than December 2017, Delta made Ed Map aware of the pending
transaction in which Ancora Holdings had agreed to acquire certain assets of the Delta
Defendants.
35. By no later than December 2017, Delta was again delinquent and in breach of the
Agreement for continued nonpayment.
36. On or about December 12, 2017, Ed Map provided notice of Defendant Delta’s
delinquent payments, demanded assurances from Defendant Delta concerning payment, and
requested information concerning the close date on the transaction between the Defendants.
37. In the December 12, 2017 communication, Ed Map warned that it would suspend
credit to Delta and suspend delivery of services if no payment was received from Delta.
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38. In response, on December 27, 2017, during a telephone call, Bill Nance and Tim
Ryder, on behalf of Delta, Ancora, and Ancora Holdings, assured Greg Smith of Ed Map that Ed
Map would be paid in full at the closing of the transaction between the Defendants or closely
thereafter.
39. Upon information and belief, Bill Nance and Tim Ryder made that statement on
the authority of Delta, Ancora, and Ancora Holdings, which had knowledge of its present falsity.
40. Upon information and belief, those statements were made to induce Plaintiff
Ed Map to deliver materials and services and to assure the students on campuses involved in the
Defendants’ transaction would have materials on or before the start of the new January 2018
term, in contemplation of the close of the Defendants’ transaction.
41. Plaintiff Ed Map had no obligation to deliver additional materials and services
due to Defendant Delta’s nonpayment, and those statements were separate and apart from the
Agreement
42. Delta, Ancora, and Ancora Holdings knew that Ed Map would rely on the
statements of their authorized agents because Ed Map communicated, in writing, its intent to rely
on those statements. A true and accurate copy of that communication is attached and
incorporated as Exhibit D
43. To its detriment, Ed Map relied on the misrepresentation and delivered additional
materials and services, which Ed Map would not have delivered but for the false statement.
44, Ed Map had no reason at the time to doubt the veracity or authenticity of the
statements made by Bill Nance and Tim Ryder.
45. According to media reports, Defendants closed their transaction on or about
January 18, 2018
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46. At the time Defendants’ transaction closed—and Ancora Holdings assumed
control of the campuses serviced by Ed Map—the Agreement remained in effect, and Ancora
Holdings likewise assumed and knowingly benefited from the Agreement.
47. Upon information and belief, at the time the transaction closed and at the direction
of Ancora Holdings, Delta transferred the purchased assets and contracts, including the
Agreement, to Ancora.
48. Upon information and belief, students on Defendants’ campuses serviced by
Ed Map, which were the subject of the January 2018 transaction, began a new term at the
beginning of January 2018.
49. In reliance on Defendants’ December 27, 2017 representations, and before the
close of Defendants’ transaction on January 18, 2018, Ed Map delivered materials and services
to Defendants in the amount of $330,658.50.
50. Defendants unjustly benefited from Ed Map’s provision of materials and services
51. Defendants owe Ed Map $2,426,991.24, plus ongoing interest and attorneys’ fees.
52. Defendants have not paid the amount due and owing, despite repeated demands
for payment.
53 Defendants received the benefit of Ed Map’s provision of materials and services
at all times relevant
FIRST COUNT
(Breach of Contract — Against Delta, Ancora and Ancora Holdings)
54, Ed Map repeats and realleges all prior allegations of this Complaint as though
fully set forth herein.
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55. Ed Map and Delta entered into the Agreement reflected on Exhibits A and B that
is a binding and enforceable contract.
56. Ancora Holdings and Ancora ratified, assumed, and knowingly benefited from the
Agreement
57. Ed Map provided materials and services to Delta, Ancora, and Ancora Holdings
as consideration under the Agreement in exchange for payment.
58. Delta, Ancora, and Ancora Holdings have breached the Agreement by their
failure to pay for books and services that Ed Map provided
59. Because Ancora and Ancora Holdings ratified, assumed, and knowingly benefited
from the Agreement, Delta, Ancora, and Ancora Holdings are jointly and severally liable.
60. By reason of said breach, Ed Map has sustained damages in the amount of
$2,426,991.24 as of March 1, 2018, plus interest attorney’s fees.
SECOND COUNT
(Fraud — Against Delta, Ancora, and Ancora Holdings)
61 Ed Map repeats and realleges all prior allegations of this Complaint as though
fully set forth herein.
62. Delta, Ancora Holdings, and Ancora through their authorized agents Bill Nance
and Tim Ryder, made a material misrepresentation to Ed Map
63 Delta, Ancora Holdings, and Ancora made that material misrepresentation with
knowledge of its present falsity.
64. Delta, Ancora Holdings, and Ancora made that material misrepresentation with
the intent of misleading Plaintiff Ed Map into relying upon that material misrepresentation
65 Ed Map justifiably relied upon the material misrepresentation.
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66. Ed Map has suffered injury and damages that it would not have sustained but for
its reliance on the material misrepresentation.
67. Because Delta, Ancora, and Ancora Holdings perpetrated their fraud jointly,
Defendants are jointly and severally liable.
68. Defendants’ fraudulent conduct warrants punitive damages.
THIRD COUNT
(Account Stated — Against Delta, Ancora, and Ancora Holdings)
69. Ed Map repeats and realleges all prior allegations of this Complaint as though
fully set forth herein.
70. Delta, Ancora, and Ancora Holdings owe Ed Map the sum of $2,426,991.24 as of
March 1, 2018, as reflected on the Billing History, for materials and services provided by Ed
Map and accepted by Defendants, pursuant to the account stated. (Exhibit C.)
71 Delta, Ancora, and Ancora Holdings promised to pay the account stated on the
Billing History for the materials and services provided by Ed Map and accepted by Delta,
Ancora Holdings, and Ancora.
72. Delta, Ancora Holdings, and Ancora received notice of the then-pending account
stated under the Billing History.
73. Despite Ed Map’s reasonable demands, Delta, Ancora, and Ancora Holdings
failed to pay Ed Map for the materials and services provided by ED Map under the Agreement in
the amounts stated in the attached Billing History.
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FOURTH COUNT
(Alternative Count: Promissory Estoppel — Against Delta, Ancora, and Ancora
Holdings)
74. Ed Map repeats and realleges all prior allegations of this Complaint as though
fully set forth herein.
7S. Delta, Ancora, and Ancora Holdings, through their authorized agents, did promise
that the debt to Ed Map would be paid in full at closing or closely thereafter.
76. Delta, Ancora, and Ancora Holdings knew and should have reasonably expected
their promise would induce action on the part of Ed Map
77. Ed Map did in fact reasonably rely on the promise, and did perform such action to
its detriment.
78. Justice can only be avoided by enforcement of the promise in the amount of
$2,426,991.24
79. Because Delta, Ancora, and Ancora Holdings made their promise jointly, Delta
and Ancora Holdings are jointly and severally liable.
FIFTH COUNT
(Alternative Count: Unjust Enrichment — Against All Defendants)
80. Ed Map repeats and realleges all prior allegations of this Complaint as though
fully set forth herein.
81 Defendants received the benefit of Ed Map’s provision of materials and services
82. Defendants have knowledge of the materials and services Ed Map provided and
received the benefit without paying Ed Map for the value of the materials and services.
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83. Defendants therefore received an unjust benefit from Ed Map’s provision of
materials and services and are indebted to Ed Map in the amount of $2,426,991.24 as of
March 1, 2018.
WHEREFORE, Plaintiff Ed Map, Inc. demands judgment against Defendants, jointly and
severally, as follows:
A The amount of $2,426,991.24 as of March 1, 2018, together with pre-judgment
and post-judgment interest at the contract rate of 1.5% per month; and
B Reasonable attorney’s fees and costs of suit;
Cc Punitive damages; and
D. Such other and further relief as the Court deems just, equitable, and proper.
Respectfully submitted
/s/ Elizabeth L. Moyo
Elizabeth L. Moyo (0081051)
Allen T. Carter (0085393)
Porter, Wright, Morris & Arthur LLP
41 South High Street
Columbus, Ohio 43215
Tel: 614.227.2000
Fax: 614.227.2100
Email: emoyo@porterwright.com
acarter@porterwright.com
Attorneys for Plaintiff Ed Map, Inc.
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CERTIFICATE OF SERVICE
This is to certify that on June 1, 2018, the foregoing was served via the court’s ECF filing
system on the following:
C. Craig Woods, Esq.
Andrew H. King, Esq.
Michael T. Mullaly, Esq
Squire Patton Boggs (US) LLP
2000 Huntington Center
41 South High Street
Columbus, Ohio 43125
Counsel for Defendant STVT-AAI Education, Inc. dba Ancora Education
/s/ Elizabeth L. Moyo
Elizabeth L. Moyo
DMs/11147261v.5
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Preview
Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Jun 01 4:54 PM-18CV002305 0E176 - S1 IN THE FRANKLIN COUNTY COURT OF COMMON PLEAS CIVIL DIVISION ED MAP, Inc. 296 Harper Street Nelsonville, OH 450764 Civil Action No.: 18-CV-002305 Plaintiff, Vv. Judge David Cain DELTA CAREER EDUCATION CORPORATION, et al. and Ancora Intermediate Holdings LLC 8701 Bedford Euless Rd. Ste 400 Hurst, TX 76053 Defendants. FIRST AMENDED COMPLAINT Plaintiff Ed Map, Inc., by and through counsel pursuant to Ohio Rule of Civil Procedure 15(A), hereby files its First Amended Complaint as a matter of course and states by way of Complaint against Defendants Delta Career Education Corporation, STVT-AAI Education, Inc d/b/a Ancora Education; Ancora Intermediate Holdings LLC; Atlantic Coast Colleges, Inc.; Berks Technical Institute, Inc.; McCann Education Centers, Inc., McCann School of Business and Technology, Inc.; Miller-Motte Business College, Inc.; Palmetto Technical College, Inc.; and Piedmont Business Colleges, Inc. (collectively, “Defendants”) as follows PARTIES 1 Ed Map, Inc. (“Ed Map”) is a Delaware corporation with its principal place of business at 296 Harper Street, Nelsonville, Ohio 450764. Plaintiff Ed Map has been qualified to conduct business in the State of Ohio at all relevant times. Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Jun 01 4:54 PM-18CV002305 0E176 - S1 2 Ed Map provides textbooks and related materials and services to education providers throughout the United States. 3 Defendant Delta Career Education Corporation (“Delta”) is a Delaware corporation with its principal place of business at 4525 Columbus Street, Suite 101, Virginia Beach, VA 23462. 4 Delta provides or has provided education services to students in various locations throughout the United States. 5 Delta entered into a contract with Ed Map for educational books and services on February 2, 2012. A true and accurate copy of the February 2, 2012 agreement with attachments is incorporated and attached as Exhibit A 6 Ed Map and Delta amended the Agreement in writing effective September 9, 2013 (the “Amendment”). A true and accurate copy of the Amendment is incorporated and attached as Exhibit B. Together the February 2, 2012 agreement with attachments and the Amendment shall be referenced herein as the “Agreement.” 7 Defendant STVT-AAI Education, Inc. d/b/a Ancora Education (“Ancora”) is a Texas corporation with its principal place of business at 8701 Bedford Euless Road, Suite 400, Hurst, Texas 76053. 8 Defendant Ancora Intermediate Holdings (“Ancora Holdings”) is a limited liability company with its principal place of business at 8701 Bedford Euless Road, Suite 400, Hurst, Texas 76053 9 Defendant Atlantic Coast Colleges, Inc., is a North Carolina corporation with its principal place of business at 4525 Columbus Street, Suite 101, Virginia Beach, Virginia 23462. Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Jun 01 4:54 PM-18CV002305 0E176 - S1 10. Defendant Berks Technical Institute, Inc., is a Delaware corporation with its principal place of business 2205 Ridgewood Road, Wyomissing, Pennsylvania 19610. 11. Defendant McCann Education Centers, Inc., is a Pennsylvania corporation with its principal place of business at 4525 Columbus Street, Suite 101, Virginia Beach, Virginia 23462 12. Defendant McCann School of Business and Technology, Inc., is a Louisiana corporation with its principal place of business at 3320 West Esplanade Avenue North, Metairie, Louisiana 7002. 13. Defendant Miller-Motte Business College, Inc., is a North Carolina corporation with its principal place of business at 4525 Columbus Street, Suite 101, Virginia Beach, Virginia 23462 14. Defendant Palmetto Technical College, Inc., is a former Virginia corporation with its principal place of business at 4525 Columbus Street, Suite 101, Virginia Beach, Virginia 23462 15 Defendant Piedmont Business Colleges, Inc., is a North Carolina corporation with its principal place of business at 4525 Columbus Street, Suite 101, Virginia Beach, Virginia 23462. 16. Upon information and belief, Defendant Ancora provides or has provided education services to students in various locations throughout the United States. including at campuses that were formerly owned by Delta, Atlantic Coast Colleges, Inc.; Berks Technical Institute, Inc., McCann Education Centers, Inc.; McCann School of Business and Technology, Inc.; Miller-Motte Business College, Inc.; Palmetto Technical College, Inc.; and Piedmont Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Jun 01 4:54 PM-18CV002305 0E176 - S1 Business Colleges, Inc. (collectively, the “Delta Defendants”) and serviced by Ed Map, pursuant to the Agreement. 17. Upon information and belief, Ancora, Ancora Holdings, Atlantic Coast Colleges, Inc.; Berks Technical Institute, Inc., McCann Education Centers, Inc.; McCann School of Business and Technology, Inc.; Miller-Motte Business College, Inc.; Palmetto Technical College, Inc.; and Piedmont Business Colleges, Inc. were intended beneficiaries of the Agreement. 18 Upon information and belief, Ancora Holdings purchased the assets of the Delta Defendants through an asset purchase agreement (“APA”) that closed on or about January 18, 2018 19. Upon information and belief, as part of that asset purchase, Ancora Holdings assumed certain liabilities and purchased certain contracts of the Delta Defendants, including the Agreement with Ed Map. 20. Upon information and belief, because Ancora Holdings did one or more of the following: acknowledged, ratified, assumed, induced performance of, or benefited from the Agreement, Ancora Holdings is liable for the amount due under the Agreement. 21 Upon information and belief, Ancora Holdings assigned and transferred the purchased contracts, including the Agreement with Ed Map, to Ancora. 22. Defendants have been unjustly enriched as a result of Ed Map’s provision of educational material and services. Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Jun 01 4:54 PM-18CV002305 0E176 - S1 JURISDICTION AND VENUE 23 Jurisdiction and venue are proper in the Common Pleas Court of Franklin County, Ohio based on the governing law provision of the Agreement, which was entered into by Delta for the benefit of the Delta Defendants, assumed by Ancora Holdings, and assigned to Ancora 24. In addition, this Court has personal jurisdiction over the Defendants because they conducted business with Ed Map in Ohio. 25. This Court also has personal jurisdiction over the Defendants pursuant to R.C. 2707.382 because the Defendants engaged in activity that caused tortious harm to Ed Map in Ohio. BACKGROUND 26. Ed Map provided educational materials and services to Defendants in exchange for payment under the Agreement. 27. Upon information and belief, Bill Nance was an authorized agent of Delta at the time the parties executed the Agreement and authorized agent of either Delta, Ancora, or Ancora Holdings at all times relevant 28. Pursuant to the Agreement, Ed Map agreed to provide, and Delta—and then Ancora Holdings and Ancora —agreed to accept and pay for Ed Map’s materials and services. 29. Section 4(b) of the Agreement mandated that Defendant Delta “pay any outstanding invoices within thirty (30) days of receipt of the invoice . Failure to pay within forty-five (45) days may result in delay of future shipments . Any amounts not paid within the payment term shall bear interest at the lesser of 1.5% per month or the highest amount allowed by law.” (Exhibit A at 4(b).) Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Jun 01 4:54 PM-18CV002305 0E176 - S1 30. Section 4(b) of the Agreement also provides that Defendants must “pay Ed Map for all charges, collection fees, expenses, payments of money and reasonable attorneys’ fees that Ed Map incurs while attempting to obtain any past due payments from Client.” (/d.) 31 As part of Ed Map’s typical business procedures, Ed Map tracks the account established under the Agreement and issues invoices for the same. A true and accurate copy of the account’s billing history, since March 2017 (the “Billing History”) is attached and incorporated as Exhibit C. 32. By March 2017, Delta was delinquent and in breach of the Agreement for continued nonpayment. 33 Following Ed Map’s demand for payment and notice of temporary suspension of any future shipments, Delta brought its account to a mutually agreeable aging, and Ed Map and Delta continued operations under the Agreement. 34 By no later than December 2017, Delta made Ed Map aware of the pending transaction in which Ancora Holdings had agreed to acquire certain assets of the Delta Defendants. 35. By no later than December 2017, Delta was again delinquent and in breach of the Agreement for continued nonpayment. 36. On or about December 12, 2017, Ed Map provided notice of Defendant Delta’s delinquent payments, demanded assurances from Defendant Delta concerning payment, and requested information concerning the close date on the transaction between the Defendants. 37. In the December 12, 2017 communication, Ed Map warned that it would suspend credit to Delta and suspend delivery of services if no payment was received from Delta. Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Jun 01 4:54 PM-18CV002305 0E176 - S1 38. In response, on December 27, 2017, during a telephone call, Bill Nance and Tim Ryder, on behalf of Delta, Ancora, and Ancora Holdings, assured Greg Smith of Ed Map that Ed Map would be paid in full at the closing of the transaction between the Defendants or closely thereafter. 39. Upon information and belief, Bill Nance and Tim Ryder made that statement on the authority of Delta, Ancora, and Ancora Holdings, which had knowledge of its present falsity. 40. Upon information and belief, those statements were made to induce Plaintiff Ed Map to deliver materials and services and to assure the students on campuses involved in the Defendants’ transaction would have materials on or before the start of the new January 2018 term, in contemplation of the close of the Defendants’ transaction. 41. Plaintiff Ed Map had no obligation to deliver additional materials and services due to Defendant Delta’s nonpayment, and those statements were separate and apart from the Agreement 42. Delta, Ancora, and Ancora Holdings knew that Ed Map would rely on the statements of their authorized agents because Ed Map communicated, in writing, its intent to rely on those statements. A true and accurate copy of that communication is attached and incorporated as Exhibit D 43. To its detriment, Ed Map relied on the misrepresentation and delivered additional materials and services, which Ed Map would not have delivered but for the false statement. 44, Ed Map had no reason at the time to doubt the veracity or authenticity of the statements made by Bill Nance and Tim Ryder. 45. According to media reports, Defendants closed their transaction on or about January 18, 2018 Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Jun 01 4:54 PM-18CV002305 0E176 - S1 46. At the time Defendants’ transaction closed—and Ancora Holdings assumed control of the campuses serviced by Ed Map—the Agreement remained in effect, and Ancora Holdings likewise assumed and knowingly benefited from the Agreement. 47. Upon information and belief, at the time the transaction closed and at the direction of Ancora Holdings, Delta transferred the purchased assets and contracts, including the Agreement, to Ancora. 48. Upon information and belief, students on Defendants’ campuses serviced by Ed Map, which were the subject of the January 2018 transaction, began a new term at the beginning of January 2018. 49. In reliance on Defendants’ December 27, 2017 representations, and before the close of Defendants’ transaction on January 18, 2018, Ed Map delivered materials and services to Defendants in the amount of $330,658.50. 50. Defendants unjustly benefited from Ed Map’s provision of materials and services 51. Defendants owe Ed Map $2,426,991.24, plus ongoing interest and attorneys’ fees. 52. Defendants have not paid the amount due and owing, despite repeated demands for payment. 53 Defendants received the benefit of Ed Map’s provision of materials and services at all times relevant FIRST COUNT (Breach of Contract — Against Delta, Ancora and Ancora Holdings) 54, Ed Map repeats and realleges all prior allegations of this Complaint as though fully set forth herein. Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Jun 01 4:54 PM-18CV002305 OE176 - S2 55. Ed Map and Delta entered into the Agreement reflected on Exhibits A and B that is a binding and enforceable contract. 56. Ancora Holdings and Ancora ratified, assumed, and knowingly benefited from the Agreement 57. Ed Map provided materials and services to Delta, Ancora, and Ancora Holdings as consideration under the Agreement in exchange for payment. 58. Delta, Ancora, and Ancora Holdings have breached the Agreement by their failure to pay for books and services that Ed Map provided 59. Because Ancora and Ancora Holdings ratified, assumed, and knowingly benefited from the Agreement, Delta, Ancora, and Ancora Holdings are jointly and severally liable. 60. By reason of said breach, Ed Map has sustained damages in the amount of $2,426,991.24 as of March 1, 2018, plus interest attorney’s fees. SECOND COUNT (Fraud — Against Delta, Ancora, and Ancora Holdings) 61 Ed Map repeats and realleges all prior allegations of this Complaint as though fully set forth herein. 62. Delta, Ancora Holdings, and Ancora through their authorized agents Bill Nance and Tim Ryder, made a material misrepresentation to Ed Map 63 Delta, Ancora Holdings, and Ancora made that material misrepresentation with knowledge of its present falsity. 64. Delta, Ancora Holdings, and Ancora made that material misrepresentation with the intent of misleading Plaintiff Ed Map into relying upon that material misrepresentation 65 Ed Map justifiably relied upon the material misrepresentation. Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Jun 01 4:54 PM-18CV002305 OE176 - S2 66. Ed Map has suffered injury and damages that it would not have sustained but for its reliance on the material misrepresentation. 67. Because Delta, Ancora, and Ancora Holdings perpetrated their fraud jointly, Defendants are jointly and severally liable. 68. Defendants’ fraudulent conduct warrants punitive damages. THIRD COUNT (Account Stated — Against Delta, Ancora, and Ancora Holdings) 69. Ed Map repeats and realleges all prior allegations of this Complaint as though fully set forth herein. 70. Delta, Ancora, and Ancora Holdings owe Ed Map the sum of $2,426,991.24 as of March 1, 2018, as reflected on the Billing History, for materials and services provided by Ed Map and accepted by Defendants, pursuant to the account stated. (Exhibit C.) 71 Delta, Ancora, and Ancora Holdings promised to pay the account stated on the Billing History for the materials and services provided by Ed Map and accepted by Delta, Ancora Holdings, and Ancora. 72. Delta, Ancora Holdings, and Ancora received notice of the then-pending account stated under the Billing History. 73. Despite Ed Map’s reasonable demands, Delta, Ancora, and Ancora Holdings failed to pay Ed Map for the materials and services provided by ED Map under the Agreement in the amounts stated in the attached Billing History. 10 Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Jun 01 4:54 PM-18CV002305 OE176 - S2 FOURTH COUNT (Alternative Count: Promissory Estoppel — Against Delta, Ancora, and Ancora Holdings) 74. Ed Map repeats and realleges all prior allegations of this Complaint as though fully set forth herein. 7S. Delta, Ancora, and Ancora Holdings, through their authorized agents, did promise that the debt to Ed Map would be paid in full at closing or closely thereafter. 76. Delta, Ancora, and Ancora Holdings knew and should have reasonably expected their promise would induce action on the part of Ed Map 77. Ed Map did in fact reasonably rely on the promise, and did perform such action to its detriment. 78. Justice can only be avoided by enforcement of the promise in the amount of $2,426,991.24 79. Because Delta, Ancora, and Ancora Holdings made their promise jointly, Delta and Ancora Holdings are jointly and severally liable. FIFTH COUNT (Alternative Count: Unjust Enrichment — Against All Defendants) 80. Ed Map repeats and realleges all prior allegations of this Complaint as though fully set forth herein. 81 Defendants received the benefit of Ed Map’s provision of materials and services 82. Defendants have knowledge of the materials and services Ed Map provided and received the benefit without paying Ed Map for the value of the materials and services. 11 Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Jun 01 4:54 PM-18CV002305 OE176 - S2 83. Defendants therefore received an unjust benefit from Ed Map’s provision of materials and services and are indebted to Ed Map in the amount of $2,426,991.24 as of March 1, 2018. WHEREFORE, Plaintiff Ed Map, Inc. demands judgment against Defendants, jointly and severally, as follows: A The amount of $2,426,991.24 as of March 1, 2018, together with pre-judgment and post-judgment interest at the contract rate of 1.5% per month; and B Reasonable attorney’s fees and costs of suit; Cc Punitive damages; and D. Such other and further relief as the Court deems just, equitable, and proper. Respectfully submitted /s/ Elizabeth L. Moyo Elizabeth L. Moyo (0081051) Allen T. Carter (0085393) Porter, Wright, Morris & Arthur LLP 41 South High Street Columbus, Ohio 43215 Tel: 614.227.2000 Fax: 614.227.2100 Email: emoyo@porterwright.com acarter@porterwright.com Attorneys for Plaintiff Ed Map, Inc. 12 Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Jun 01 4:54 PM-18CV002305 OE176 - S2 CERTIFICATE OF SERVICE This is to certify that on June 1, 2018, the foregoing was served via the court’s ECF filing system on the following: C. Craig Woods, Esq. Andrew H. King, Esq. Michael T. Mullaly, Esq Squire Patton Boggs (US) LLP 2000 Huntington Center 41 South High Street Columbus, Ohio 43125 Counsel for Defendant STVT-AAI Education, Inc. dba Ancora Education /s/ Elizabeth L. Moyo Elizabeth L. Moyo DMs/11147261v.5 13