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Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Mar 15 12:02 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.:
Plaintiff,
Vv. Judge:
DELTA CAREER EDUCATION
CORPORATION
99 Canal Center Plaza, Suite 501
Alexandria VA 22314;
STVT-AAI Education, Inc.
d/b/a Ancora Education
8701 Bedford Euless Rd., Suite 400
Hurst, TX 76053;
ATLANTIC COAST COLLEGES, INC.
c/o Corporation Service Company
2626 Glenwood Ave., Ste 550
Raleigh, NC 27608;
BERKS TECHNICAL
INSTITUTE, INC.
c/o Corporation Service Company
251 Little Falls Drive
Wilmington, DE 19808;
MCCANN EDUCATION
CENTERS, INC.
c/o Corporation Service Company
2595 Interstate Drive, Suite 103
Harrisburg, PA 17110;
MCCANN SCHOOL OF BUSINESS
AND TECHNOLOGY, INC.
c/o Donald C. Douglass, Jr.
Judge, Napolitano, Guilbeau, et al.
3320 West Esplanade Ave. North
Metairie, LA 70002;
MILLER-MOTTE BUSINESS
COLLEGE, INC.
c/o Corporation Service Company
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2626 Glenwood Ave., Ste 550
Raleigh, NC 27608;
PALMETTO TECHNICAL
COLLEGE, INC.
c/o VB Business Services, LLC
500 World Trade Ctr.
101 W. Main Street
Norfolk, VA 23510;
and
PIEDMONT BUSINESS
COLLEGES, INC.
c/o Corporation Service Company
2626 Glenwood Ave., Ste 550
Raleigh, NC 27608
Defendants.
COMPLAINT
Plaintiff Ed Map, Inc. by way of Complaint against Defendants Delta Career Education
Corporation; STVT-AAT Education, Inc. d/b/a Ancora Education; 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”) states 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.
2. Ed Map provides textbooks and related materials and services to education
providers throughout the United States.
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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 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.
9 Defendant Berks Technical Institute, Inc., is a Delaware corporation with its
principal place of business 2205 Ridgewood Road, Wyomissing, Pennsylvania 19610.
10. 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
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11. 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
12. 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.
13. 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
14. 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.
15 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
Business Colleges, Inc. (collectively, the “Delta Defendants”) and serviced by Ed Map, pursuant
to the Agreement.
16. Upon information and belief, 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.
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17. Upon information and belief, Ancora purchased the assets of Delta Defendants
through an asset purchase agreement that closed on or about January 18, 2018
18. Upon information and belief, as part of that asset purchase, Ancora assumed
certain liabilities of the Delta Defendants, including the contract with Ed Map.
19. Upon information and belief, because Ancora did one or more of the following:
acknowledged, ratified, assumed, induced performance of, or benefited from the Agreement,
Ancora is liable for the amount due under the Agreement.
20. Defendants have been unjustly enriched as a result of Ed Map’s provision of
educational material and services.
JURISDICTION AND VENUE
21. 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 and assumed by Ancora.
22. In addition, this Court has personal jurisdiction over the Defendants because they
conducted business with Ed Map in Ohio.
BACKGROUND
23 Ed Map provided educational materials and services to Defendants in exchange
for payment under the Agreement
24. 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 or Ancora at all
times relevant
25. Pursuant to the Agreement, Ed Map agreed to provide, and Delta—and then
Ancora—agreed to accept and pay for Ed Map’s materials and services.
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26. 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).)
27. 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.)
28. 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
29. By March 2017, Delta was delinquent and in breach of the Agreement for
continued nonpayment.
30. 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.
31. By no later than December 2017, Delta made Ed Map aware of the pending
transaction in which Ancora had agreed to acquire certain assets of the Delta Defendants.
32. By no later than December 2017, Delta was again delinquent and in breach of the
Agreement for continued nonpayment.
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33. 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.
34 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.
35 In response, on December 27, 2017, during a telephone call, Bill Nance and Tim
Ryder, on behalf of Delta and Ancora, 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.
36. Upon information and belief, Bill Nance and Tim Ryder made that statement on
the authority of Delta and Ancora, which had knowledge of its present falsity.
37. 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 start, in contemplation of the close of the Defendants’ transaction.
38 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
39. Delta and Ancora 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.
40. 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.
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41. According to media reports, Defendants closed their transaction on or about
January 18, 2018
42. At the time Defendants’ transaction closed—and Ancora assumed control of the
campuses serviced by Ed Map—the Agreement remained in effect, and Ancora likewise
assumed and knowingly benefited from the Agreement.
43 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
44, 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
45 Defendants unjustly benefited from Ed Map’s provision of materials and services
46. Defendants owe Ed Map $2,426,991.24, plus ongoing interest and attorneys’ fees.
47. Defendants have not paid the amount due and owing, despite repeated demands
for payment.
48. Defendants received the benefit of Ed Map’s provision of materials and services
at all times relevant.
FIRST COUNT
(Breach of Contract — Against Delta and Ancora)
49. Ed Map repeats and realleges all prior allegations of this Complaint as though
fully set forth herein.
50. Ed Map and Delta entered into the Agreement reflected on Exhibits A and B that
is a binding and enforceable contract.
51 Ancora ratified, assumed, and knowingly benefited from the Agreement.
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52. Ed Map provided materials and services to Delta and Ancora as consideration
under the Agreement in return for Delta’s and Ancora’s payment for same.
53. Delta and Ancora have breached the Agreement by their failure to pay for books
and services that Ed Map provided.
54. Because Ancora ratified, assumed, and knowingly benefited from the Agreement,
Delta and Ancora are jointly and severally liable.
55. 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 and Ancora)
56. Ed Map repeats and realleges all prior allegations of this Complaint as though
fully set forth herein.
57. Delta and Ancora, through their authorized agents, made a material
misrepresentation to Ed Map.
58. Delta and Ancora made that material misrepresentation with knowledge of its
present falsity.
59. Delta and Ancora made that material misrepresentation with the intent of
misleading Plaintiff Ed Map into relying upon that material misrepresentation.
60. Ed Map justifiably relied upon the material misrepresentation.
61 Ed Map has suffered injury and damages that it would not have sustained but for
its reliance on the material misrepresentation.
62. Because Delta and Ancora perpetrated their fraud jointly, Defendants are jointly
and severally liable.
63 Defendants’ fraudulent conduct warrants punitive damages.
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THIRD COUNT
(Account Stated — Against Delta and Ancora)
64. Ed Map repeats and realleges all prior allegations of this Complaint as though
fully set forth herein.
65 Delta and Ancora 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.)
66. Delta and Ancora promised to pay the account stated on the Billing History for
the materials and services provided by Ed Map and accepted by Delta and Ancora.
67. Delta and Ancora received notice of the then-pending account stated under the
Billing History without objection and has, by executing the Agreement and making other
promises evidenced in writing, acknowledged its obligation for the debts due and owing to
Ed Map for the materials and services provided by Ed Map, without paying the full extent
thereof to Ed Map.
68. Despite Ed Map’s reasonable demands, Delta and Ancora 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
69. Because Defendant Ancora intentionally ratified, assumed, or intentionally
benefited from the Account, Delta and Ancora are jointly and severally liable.
FOURTH COUNT
(Alternative Count: Promissory Estoppel — Against Delta and Ancora)
70. Ed Map repeats and realleges all prior allegations of this Complaint as though
fully set forth herein.
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71. Delta and Ancora, through their authorized agents, did promise that the debt to
Ed Map would be paid in full at closing or closely thereafter.
72. Delta and Ancora knew and should have reasonably expected its promise would
induce action on the part of Ed Map.
73. Ed Map did in fact reasonably rely on the promise, and did perform such action to
its detriment.
74. Justice can only be avoided by enforcement of the promise in the amount of
$2,426,991.24.
7S. Because Delta and Ancora made their promise jointly, Delta and Ancora are
jointly and severally liable.
FIFTH COUNT
(Alternative Count: Unjust Enrichment — Against All Defendants)
76. Ed Map repeats and realleges all prior allegations of this Complaint as though
fully set forth herein.
77. Defendants received the benefit of Ed Map’s provision of materials and services
78 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
79. 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
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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.
DMs/10908658v.3
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Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Mar 15 12:02 PM-18CV002305 OE063 - R3 IN THE FRANKLIN COUNTY COURT OF COMMON PLEAS CIVIL DIVISION ED MAP, Inc. 296 Harper Street Nelsonville, OH 450764 Civil Action No.: Plaintiff, Vv. Judge: DELTA CAREER EDUCATION CORPORATION 99 Canal Center Plaza, Suite 501 Alexandria VA 22314; STVT-AAI Education, Inc. d/b/a Ancora Education 8701 Bedford Euless Rd., Suite 400 Hurst, TX 76053; ATLANTIC COAST COLLEGES, INC. c/o Corporation Service Company 2626 Glenwood Ave., Ste 550 Raleigh, NC 27608; BERKS TECHNICAL INSTITUTE, INC. c/o Corporation Service Company 251 Little Falls Drive Wilmington, DE 19808; MCCANN EDUCATION CENTERS, INC. c/o Corporation Service Company 2595 Interstate Drive, Suite 103 Harrisburg, PA 17110; MCCANN SCHOOL OF BUSINESS AND TECHNOLOGY, INC. c/o Donald C. Douglass, Jr. Judge, Napolitano, Guilbeau, et al. 3320 West Esplanade Ave. North Metairie, LA 70002; MILLER-MOTTE BUSINESS COLLEGE, INC. c/o Corporation Service Company Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Mar 15 12:02 PM-18CV002305 OE063 - R3 2626 Glenwood Ave., Ste 550 Raleigh, NC 27608; PALMETTO TECHNICAL COLLEGE, INC. c/o VB Business Services, LLC 500 World Trade Ctr. 101 W. Main Street Norfolk, VA 23510; and PIEDMONT BUSINESS COLLEGES, INC. c/o Corporation Service Company 2626 Glenwood Ave., Ste 550 Raleigh, NC 27608 Defendants. COMPLAINT Plaintiff Ed Map, Inc. by way of Complaint against Defendants Delta Career Education Corporation; STVT-AAT Education, Inc. d/b/a Ancora Education; 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”) states 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. 2. Ed Map provides textbooks and related materials and services to education providers throughout the United States. Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Mar 15 12:02 PM-18CV002305 OE063 - R3 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 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. 9 Defendant Berks Technical Institute, Inc., is a Delaware corporation with its principal place of business 2205 Ridgewood Road, Wyomissing, Pennsylvania 19610. 10. 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 Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Mar 15 12:02 PM-18CV002305 OE063 - R3 11. 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 12. 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. 13. 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 14. 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. 15 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 Business Colleges, Inc. (collectively, the “Delta Defendants”) and serviced by Ed Map, pursuant to the Agreement. 16. Upon information and belief, 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. Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Mar 15 12:02 PM-18CV002305 OE063 - R3 17. Upon information and belief, Ancora purchased the assets of Delta Defendants through an asset purchase agreement that closed on or about January 18, 2018 18. Upon information and belief, as part of that asset purchase, Ancora assumed certain liabilities of the Delta Defendants, including the contract with Ed Map. 19. Upon information and belief, because Ancora did one or more of the following: acknowledged, ratified, assumed, induced performance of, or benefited from the Agreement, Ancora is liable for the amount due under the Agreement. 20. Defendants have been unjustly enriched as a result of Ed Map’s provision of educational material and services. JURISDICTION AND VENUE 21. 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 and assumed by Ancora. 22. In addition, this Court has personal jurisdiction over the Defendants because they conducted business with Ed Map in Ohio. BACKGROUND 23 Ed Map provided educational materials and services to Defendants in exchange for payment under the Agreement 24. 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 or Ancora at all times relevant 25. Pursuant to the Agreement, Ed Map agreed to provide, and Delta—and then Ancora—agreed to accept and pay for Ed Map’s materials and services. Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Mar 15 12:02 PM-18CV002305 OE063 - R3 26. 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).) 27. 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.) 28. 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 29. By March 2017, Delta was delinquent and in breach of the Agreement for continued nonpayment. 30. 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. 31. By no later than December 2017, Delta made Ed Map aware of the pending transaction in which Ancora had agreed to acquire certain assets of the Delta Defendants. 32. By no later than December 2017, Delta was again delinquent and in breach of the Agreement for continued nonpayment. Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Mar 15 12:02 PM-18CV002305 OE063 - R3 33. 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. 34 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. 35 In response, on December 27, 2017, during a telephone call, Bill Nance and Tim Ryder, on behalf of Delta and Ancora, 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. 36. Upon information and belief, Bill Nance and Tim Ryder made that statement on the authority of Delta and Ancora, which had knowledge of its present falsity. 37. 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 start, in contemplation of the close of the Defendants’ transaction. 38 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 39. Delta and Ancora 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. 40. 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. Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Mar 15 12:02 PM-18CV002305 OE063 - R4 41. According to media reports, Defendants closed their transaction on or about January 18, 2018 42. At the time Defendants’ transaction closed—and Ancora assumed control of the campuses serviced by Ed Map—the Agreement remained in effect, and Ancora likewise assumed and knowingly benefited from the Agreement. 43 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 44, 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 45 Defendants unjustly benefited from Ed Map’s provision of materials and services 46. Defendants owe Ed Map $2,426,991.24, plus ongoing interest and attorneys’ fees. 47. Defendants have not paid the amount due and owing, despite repeated demands for payment. 48. Defendants received the benefit of Ed Map’s provision of materials and services at all times relevant. FIRST COUNT (Breach of Contract — Against Delta and Ancora) 49. Ed Map repeats and realleges all prior allegations of this Complaint as though fully set forth herein. 50. Ed Map and Delta entered into the Agreement reflected on Exhibits A and B that is a binding and enforceable contract. 51 Ancora ratified, assumed, and knowingly benefited from the Agreement. Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Mar 15 12:02 PM-18CV002305 OE063 - R4 52. Ed Map provided materials and services to Delta and Ancora as consideration under the Agreement in return for Delta’s and Ancora’s payment for same. 53. Delta and Ancora have breached the Agreement by their failure to pay for books and services that Ed Map provided. 54. Because Ancora ratified, assumed, and knowingly benefited from the Agreement, Delta and Ancora are jointly and severally liable. 55. 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 and Ancora) 56. Ed Map repeats and realleges all prior allegations of this Complaint as though fully set forth herein. 57. Delta and Ancora, through their authorized agents, made a material misrepresentation to Ed Map. 58. Delta and Ancora made that material misrepresentation with knowledge of its present falsity. 59. Delta and Ancora made that material misrepresentation with the intent of misleading Plaintiff Ed Map into relying upon that material misrepresentation. 60. Ed Map justifiably relied upon the material misrepresentation. 61 Ed Map has suffered injury and damages that it would not have sustained but for its reliance on the material misrepresentation. 62. Because Delta and Ancora perpetrated their fraud jointly, Defendants are jointly and severally liable. 63 Defendants’ fraudulent conduct warrants punitive damages. Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Mar 15 12:02 PM-18CV002305 OE063 - R4 THIRD COUNT (Account Stated — Against Delta and Ancora) 64. Ed Map repeats and realleges all prior allegations of this Complaint as though fully set forth herein. 65 Delta and Ancora 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.) 66. Delta and Ancora promised to pay the account stated on the Billing History for the materials and services provided by Ed Map and accepted by Delta and Ancora. 67. Delta and Ancora received notice of the then-pending account stated under the Billing History without objection and has, by executing the Agreement and making other promises evidenced in writing, acknowledged its obligation for the debts due and owing to Ed Map for the materials and services provided by Ed Map, without paying the full extent thereof to Ed Map. 68. Despite Ed Map’s reasonable demands, Delta and Ancora 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 69. Because Defendant Ancora intentionally ratified, assumed, or intentionally benefited from the Account, Delta and Ancora are jointly and severally liable. FOURTH COUNT (Alternative Count: Promissory Estoppel — Against Delta and Ancora) 70. Ed Map repeats and realleges all prior allegations of this Complaint as though fully set forth herein. 10 Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Mar 15 12:02 PM-18CV002305 OE063 - R4 71. Delta and Ancora, through their authorized agents, did promise that the debt to Ed Map would be paid in full at closing or closely thereafter. 72. Delta and Ancora knew and should have reasonably expected its promise would induce action on the part of Ed Map. 73. Ed Map did in fact reasonably rely on the promise, and did perform such action to its detriment. 74. Justice can only be avoided by enforcement of the promise in the amount of $2,426,991.24. 7S. Because Delta and Ancora made their promise jointly, Delta and Ancora are jointly and severally liable. FIFTH COUNT (Alternative Count: Unjust Enrichment — Against All Defendants) 76. Ed Map repeats and realleges all prior allegations of this Complaint as though fully set forth herein. 77. Defendants received the benefit of Ed Map’s provision of materials and services 78 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 79. 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 11 Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Mar 15 12:02 PM-18CV002305 OE063 - R4 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. DMs/10908658v.3 12