Business Transitions Oregon Copyright Complaint

8/13/2019 Business Transitions Oregon Copyright Complaint

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Page 1 COMPLAINTDCAPDX_1129568_v3

David P. Rossmiller, OSB No. 983395

Email: [email protected]

J. David Zehntbauer, OSB No. 964673

Email: [email protected]

Dunn Carney Allen Higgins & Tongue LLP

851 SW Sixth Avenue, Suite 1500Portland, OR 97204-1357Telephone: 503.224.6440Fax: 503.224.7324

Attorneys for PlaintiffsBusiness Transitions, LLC and FP Transitions, LLC

UNITED STATES DISTRICT COURT

DISTRICT OF OREGON

PORTLAND DIVISION

BUSINESS TRANSITIONS, LLC, an Oregonlimited liability company, FP TRANSITIONS,LLC, an Oregon limited liability company,

Plaintiffs,

v.

DAVID GRAU, JR., an individual; ERIKPAHLOW, an individual; SALENASANTIBANEZ, an individual; andSUCCESSION RESOURCE GROUP, LLC, anOregon limited liability company,

Defendants.

No. 3:13-cv-2168

COMPLAINT

(Federal Copyright Infringement;OregonTrade Secret Misappropriation; UnlawfulTrade Practices; Breach of Contract;Intentional Interference with ProspectiveBusiness Advantage; Permanent Injunction)

JURY TRIAL DEMANDED

For their Complaint, plaintiffs Business Transitions, LLC and FP Transitions, LLC allege

against defendants David Grau, Jr., Erik Pahlow, Salena Santibanez, and Succession Resource

Case 3:13-cv-02168-ST Document 2 Filed 12/11/13 Page 1 of 22 Page ID#: 3


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Group, LLC as follows:

THE PARTIES

1.

Plaintiff Business Transitions, LLC is and at all times relevant to this action has been an

Oregon limited liability company with its principal place of business in Lake Oswego, Oregon.

2.

Plaintiff FP Transitions, LLC is an Oregon limited liability company with its principal

place of business in Lake Oswego, Oregon.

3.

Succession Resource Group, LLC is an Oregon limited liability company with its

principal place of business in Tualatin, Oregon.

4.

David Grau, Jr. is an individual who, upon information and belief, is and at all times

relevant to this action has been a resident of the state of Oregon.

5.

Erik Pahlow is an individual who, upon information and belief, is and at all times

relevant to this action has been a resident of the state of Oregon.

6.

Salena Santibanez is an individual who, upon information and belief, at times relevant to

this action was a resident of the state of Oregon and committed acts relevant to this Complaint in

the state of Oregon. On information and belief, Santibanez is now a resident of Texas.

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JURISDICTION AND VENUE

7.

This is a civil action for, among other things, copyright infringement in violation of the

United States Copyright Act, 17 U.S.C. 501.

8.

This Court has jurisdiction under 28 U.S.C. 1331 and 1338(a) and (b).

9.

This Court has supplemental jurisdiction over Plaintiffs state law claims pursuant to

28 U.S.C. 1338(b) and 1367(a) in that the state law claims are so related to claims in the

action within the original jurisdiction of the Court that they form part of the same case or

controversy under Article III of the United States Constitution.

10.

This Court has personal jurisdiction over Defendants because, on information and belief,

each Defendant resides in Oregon or engaged in the wrongful acts alleged in this Complaint in

Oregon.

11.

Venue in this judicial district is proper pursuant to 28 U.S.C. 1391 and 1400.

BACKGROUND

12.

Business Transitions, LLC (BT) was founded in 1999 by David P. Grau, Sr. BT has

grown to become the industry leader in the sale of, valuation of, and succession planning for

financial services practices in the small-cap marketplace and has created the premiere online



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marketplace bringing buyers and sellers of financial practices together. Over the years, the

company has continued to grow and expand its offerings, becoming a recognized market leader

not only in the sale and acquisition of financial advisory and management practices, but also as

an expert consultant in growing and expanding an existing business, succession planning, and

obtaining an optimal valuation when exiting and selling a financial advisory or management

practice. Until 2013, BT operated under the assumed business name of FP Transitions. In 2013,

FP Transitions, LLC was created as a separate legal entity distinct from BT, with BT assigning

all its assets to the new company and becoming a joint owner, as further explained below.

FP Transitions, LLC will be referred to in this Complaint as New FP. BT will be referred to as

BT/FP Transitions.

13.

BT/FP Transitions has long specialized in building enduring and transferable value

through the valuation and analysis of the intangible assets of financial service businesses, and the

brand name FP Transitions is the nations leading mark in this field. BT/FP Transitions is the

countrys leading provider of valuations, continuity and succession plans for independently

owned financial service practices. FP Transitions is a registered trademark, U.S. Patent and

Trademark Office Registration No. 3646991 (Principal Register), which registration is owned

by BT.

14.

David P. Grau, Sr. is the president and founder of BT/FP Transitions. He and his team

(including two former partners that have since been bought out) pioneered the open marketplace

concept of practice transition for the financial services industry, and now assist independent



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representatives and advisers in all facets of practice valuation, equity management, and

succession planning. David P. Grau, Sr. holds a Juris Doctorate from Northwestern Law School

and formerly practiced law both as a securities regulator and in private practice. He is among the

foremost national experts and is a nationally recognized speaker and published author on

succession planning issues, market-based value, and strategic exit plans. Mr. Grau, Sr. used his

legal experience to develop unique systems and documentation for the sale of financial practices;

and in the course of building these systems he has developed and registered the copyrights for

many form documents and standardized procedures for BT/FP.

15.

Through many years of successful operation, BT/FP Transitions has assisted with over a

thousand private financial practice sales. Through the course of these sales, BT/FP Transitions

has built a proprietary database containing purchase and sale data. This proprietary database is

unique in the industry and is the most highly protected trade secret of BT/FP Transitions as there

is no other existing source of the purchase and sale details (e.g. practice value) data available in

the marketplace.

16.

On information and belief, defendant Succession Resource Group, LLC engages in

providing valuation, acquisition support, continuity planning, and succession planning for

financial planners and advisers and for business owners.

17.

David Grau, Jr. is the son of David Grau, Sr. On information and belief, Grau Jr. is the

founder and CEO of Succession Resource Group, LLC. Prior to founding Succession Resource



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Group, LLC, Grau Jr. was employed by BT/FP Transitions. He joined BT/FP Transitions in

approximately 2004 as an intern/assistant after a stint in the U.S. Navy, and worked at BT/FP

Transitions while he attended college at nights. His initial duties primarily involved desktop

publishing for collateral material and for the annual Transitions Report that BT/FP Transitions

published through an affiliated company, BT/FP Transitions Publishing, Inc. By 2006, Grau Jr.s

duties had expanded to include some client contact as well as having primary responsibility for

marketing.

18.

In early 2006, Brad Bueermann began providing services to BT/FP Transitions as an

independent contractor. In the course of providing these services to BT/FP Transitions over the

summer and fall of 2006, Bueermann developed and licensed to BT/FP Transitions, on an

exclusive basis, a unique and proprietary valuation model. This proprietary valuation model

differs from a traditional appraisal and is custom tailored for providing valuations of financial

practices for use in practice sale and succession planning. The valuation model relies on the

proprietary BT/FP Transitions database, which provides comparable sales information that

ground the valuations in real world data, unavailable to any party outside of BT/FP Transitions.

BT/FP Transitions launched this valuation model in the first quarter of 2007 to dramatically

expand its customer offerings.

19.

Grau Jr. was asked to assist Bueermann on behalf of BT/FP Transitions by streamlining

the input and output systems of the valuation model at Bueermanns and BT/FP Transitions

direction, and he also assisted in laying out various graphs and tables and in the coding of the



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model. When the valuation model was operational in 2007, Grau Jr. took over responsibility for

the database and the output of the model. This unique and distinctive model and related business

information is highly confidential and proprietary, forms a large part of the value of BT/FP

Transitions services to clients, and constitutes a trade secret under the Oregon Trade Secrets

Act, ORS 646.461 646.475.

20.

In the course of providing its services to clients, BT/FP Transitions has developed a

significant amount of protected intellectual property. Currently, BT/FP Transitions is the

registered owner of the following federal copyrights:

Document Name Copyright Registration Number

Building a Business of Enduring and Transferable Value WP TX0007650268Equity Management TX0007510108Recalculating Retirement (Advisor) TX0007510027Recalculating the Retirement Process (LPL) TX0007510028Minority Discounts and Control Premiums TX0007510040Expanding Your Practice- Are You Ready? TX0007510042Financing Options for Advisor Succession - WP TX0007510043Redemption of Stock TX0007510096

Structuring the Deal 2011 TX0007510077Buy-Sell and Shareholder's Agreement TX0007507440Continuity Plan 2012 TX0007507528The Lifestyle Retirement Plan TX0007503680Cmp Team Agreement TX0007503789Mergers TX0007422803Creating an Internal Ownership Track TX0007416360Structuring the Deal TX0007233880Succession Planning TX0007423897Structuring the Deal 2011 TX0007510077Equity Management: Determining, Protecting and Maximizing Practice Value TX0007233467Equity Management Life Cycle VA0001752611

Recalculating the Retirement Process: A 10 Year St. TX00074215972009 SMP Manual TX00071078362009 CMP Manual TX0007107834BLS Manual 2009 TX0007107827



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Investment News Going Independent TX0007107825Pro Forma Valuation TX0007067416Investment News Going Independent TX0007107842

21.

In addition to the above-listed registered copyrights, BT/FP Transitions and New FP have

applied for federal copyright registration and claim copyright protection for the following works:

Document Name Application Number

Asset Purchase Agreement 1-1027909651Comprehensive Valuation Report 1-1024740711SMP Corporation Document Set 1-1027910036Comprehensive Valuation Report 1-1024740711SMP LLC Document Set 1-1027910101

Stock Purchase Agreement Document Set 1-1027910166Equity Builder Report 1-1027909921Comprehensive Valuation Report 1-1027920391CMP Contract Package 1-1055864322Flex Note 1-1062197992

These copyright registrations and applications are attached to this Complaint as

Exhibit A.

22.

In 2007, BT/FP Transitions hired Erik Pahlow to work with Grau Jr. to prepare valuations

using the proprietary model. Pahlow, a childhood friend of Grau Jr., had been an unsuccessful

real estate agent, and had no background in valuation for financial services. Once Pahlow had

been trained by BT/FP Transitions, he and Grau Jr. produced, and later led and managed the

group that performed all of the valuations for BT/FP Transitions customers using the model

developed by Bueermann for BT/FP Transitons. In 2008, BT/FP Transitions added the Equity

Builder, a benchmarking tool using the BT/FP Transitions database. Grau Jr. helped build this

tool from a design and from content conceived and developed by Bueermann.



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23.

Grau Jr. was also responsible, along with an independent contractor, for the development

and implementation of BT/FP Transitions SugarCRM client management database, a fully

customizable customer relations management database in which BT/FP Transitions maintains

and tracks the information of approximately 50,000 customers and potential customers. Grau Jr.

built the templates for the system and managed this database of clients and potential clients. He

continued with this job responsibility until his departure effective in August 2012.

24.

In 2009, with the number of BT/FP Transitions employees growing, Grau Jr.s

responsibilities included managing the administrative staff as well as his duties in both marketing

and valuation. He also worked with clients and was the primary consultant for a newly developed

and copyrighted Continuity Plan, a standby succession plan for financial advisers. He also

consulted with clients who had engaged BT/FP Transitions for transactions, where he helped

with deal structure and contracts. All of the form contracts had previously been written by David

Grau, Sr. BT/FP Transitions claims a copyright in and to all of the contract forms and templates

used by Grau Jr. in the performance of his duties for the Company; and nearly all of the

copyrighted works are registered with the U.S. Copyright Office.

25.

In or about 2010, Grau Jr. acquired the title of Vice President. In 2010, however, BT/FP

Transitions began encountering personnel problems resulting from his heavy-handed

management style.

///



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26.

On or about June 13, 2012, Grau Jr. founded Succession Resource Group, LLC. Then in

late July 2012, nearly 45 days after forming Succession Resource Group, LLP, Grau Jr. finally

disclosed to his father that he was leaving the company; and he quit effective employment on

August 3, 2012. When leaving, Grau Jr. told his father he wanted to run his own business and

that it would be in the business succession field but not in competition with BT/FP Transitions.

He promised that he would not take anything from the company, specifically promising not to

copy any files or documents, or make copies of any part of the companys confidential and

proprietary database. However, he refused to sign a written acknowledgement of these oral

promises.

27.

Effective on April 1, 2013, Business Transitions, LLC and Bueermann together formed

FP Transitions, LLC, a new Oregon limited liability company owned jointly by Business

Transitions, LLC and Bueermann (New FP). BT/FP Transitions contributed all of its assets,

including all of its contracts, customer relationships, accounts, and intellectual property to

New FP. The value assigned to the assets and intellectual property contributed to New FP by

BT/FP Transitions was significant. The value assigned to the proprietary valuation model and

other intellectual property contributed by Bueermann to New FP was significant. Pursuant to its

contribution agreement and assignment of intellectual property, Business Transitions, LLC

retained the right and obligation to protect the intellectual property and other assets contributed

to New FP.

///



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28.

On information and belief, Erik Pahlow is Executive Vice President of Succession

Resource Group. He became an employee of BT/FP Transitions in November 2006. He left the

company in or about October 2013, after being solicited by his longtime friend Grau Jr. to join

Succession Resource Group, LLC. Upon leaving, Pahlow refused to disclose his plans for

working with Succession Resource Group, LLC indicating that he was bound by a non-

disclosure agreement that Grau Jr. required him to sign.

29.

On information and belief, Salena Santibanez is the lead account executive for

Succession Resource Group, LLC. She worked for BT/FP Transitions as an administrative

assistant starting on or around June 15, 2009. After approximately six months on the job,

Ms. Santibanez was promoted to a client services position where she had direct client contact

selling BT/FP Transitions Equity Management System subscriptions until February 8, 2011,

when her employment was terminated.

30.

Grau Jr., Pahlow, and Santibanez all signed Employee Policy and Procedures Manuals,

Employee Handbooks and Information Security Handbooks upon the outset of their employment,

which contained confidentiality and non-solicitation agreements with BT/FP Transitions. The

Employee Handbook and Information Security Handbooks were updated, approximately

annually. Each year in which the Employee Handbook or Information Security Handbook was

updated, Grau Jr., Pahlow, and Santibanez re-signed an acknowledgement of receipt and

renewed their agreement to remain bound by all terms contained in each handbook. Signature



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pages for certain of these agreements are attached to this Complaint as Exhibits B, C, and D.

31.

The agreements in the Employee Policies and Procedures Handbook, Employee

Handbooks and Information Security Handbooks state that during employment with the

company and after termination, Grau Jr., Pahlow, and Santibanez will not disclose to anyone

outside BT/FP Transitions, or use for any purpose other than work for BT/FP Transitions:

a. Any confidential or proprietary technical, financial, research, development,marketing or other business information or trade secrets, including, without

limitation, information about concepts, techniques, processes, data, surveys,

Transition Reports, graphs, methods, suppliers, vendors, or distributors, or

documents used or developed by the Company or its clients or customers;

b. Information relating to marketing of the Companys products or clients, clientlists, or mailing lists;

c. Any information that the Company has received from others with whom it doesbusiness that the Company is obliged to treat as confidential or proprietary

including, without limitation, information from or about clients and sponsors.

32.

The agreements in the Employee Policies and Procedures Handbook, Employee

Handbook and Information Security Handbooks also state that Grau Jr., Pahlow, and Santibanez,

while employees and for two years following termination or resignation, will not, directly or

indirectly, by themselves, or in conjunction with any other person, company or organization,

solicit, divert, or take away any employee or client or customer of the Company with whom the



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Company was doing business or did business within the preceding 12 months, or with whom the

Company will start doing business.

33.

On information and belief, Grau Jr. solicited Pahlow to leave BT/FP Transitions in

violation of Grau Jr.s non-solicitation agreement.

34.

On information and belief, Grau Jr., Pahlow, and Santibanez, on behalf of Succession

Resource Group, LLC, have solicited clients and customers of Plaintiffs in violation of their non-

solicitation agreements.

35.

On information and belief, Grau Jr., Pahlow, and Santibanez, in the course of creating

Succession Resource Group, LLC and working on behalf of it, used confidential and proprietary

information of FP Transitions in violation of their confidentiality agreements and in violation of

Oregon trade secrets law.

36.

Upon information and belief, Defendants have intentionally or negligently created actual

confusion and the likelihood of confusion to the public by designing their business model, by

solicitation and representations to the public, and by use of copyrighted works and

misappropriated confidential information and materials, to suggest an affiliation with or

sponsorship by David Grau, Sr. and/or that David Grau, Jr. is actually David Grau, Sr.

/ / /

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FIRST CLAIM FOR RELIEF

(Copyright Infringement Against All Defendants)

37.

Plaintiffs reallege and incorporate the allegations in all previous paragraphs.

38.

Defendants have infringed Plaintiffs copyrights, either registered or registration pending,

by copying in whole or in part, without authorization, Plaintiffs valuation report and valuation

report input forms. Further, upon information and belief, Defendants are infringing upon other of

Plaintiffs copyrighted works including transaction forms such as Plaintiffs purchase and sale

agreement and others.

39.

Plaintiffs works as stated in this Complaint contain copyrighted subject matter for which

copyright protection exists under the Copyright Act 17 U.S.C. 101 et seq.

40.

Plaintiffs are the exclusive owners of copyrights alleged in this Complaint. Plaintiffs have

marked each of its works with appropriate copyright notices.

41.

By virtue of their employment at BT/FP Transitions, Grau Jr., Pahlow, and Santibanez

each had access to, and actual notice of, Plaintiffs copyrighted works and copyrights, along with

actual notice of Plaintiffs exclusive rights in the works.

42.

On information and belief, Succession Resource Group, LLC had or has access to and



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actual notice of Plaintiffs copyrighted works and copyrights, and actual notice of Plaintiffs

exclusive rights in the works, by virtue of being founded by and employing former BT/FP

Transitions employees Grau Jr., Pahlow, and Santibanez.

43.

Defendants acts include unauthorized use and copying constitute copyright infringement

in violation of 17 U.S.C. 106.

44.

Defendants have willfully infringed Plaintiffs copyrights.

45.

Defendants copyright infringement has caused Plaintiffs to suffer actual and statutory

damages as well as lost profits, and Defendants have illegally profited from their acts of

infringement.

46.

Defendants copyright infringement has caused and will continue to cause irreparable

injury to Plaintiffs unless enjoined by this Court. Plaintiffs have no adequate remedy at law.

SECOND CLAIM FOR RELIEF

(Oregon Trade Secret Misappropriation Against All Defendants)

47.


48.

Plaintiffs, through long and extensive research and development and the expenditure of a

considerable amount of time and effort and large sums of money, including significant payments



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by Grau Sr. to buy out his former business partners, have developed a substantial amount of

confidential, proprietary, technical, and business information, including, without limitation, the

contents of the Sugar CRM system, the database of sale transactions, and the proprietary

valuation model (the Trade Secrets).

49.

The Trade Secrets have independent economic value to Plaintiffs and in the marketplace

for the purchase and sale of financial practices and the financial practice business valuation field.

Plaintiffs have made reasonable efforts to maintain the secrecy of the Trade Secrets, including

placing reasonable restrictions on their use and disclosure when confidentially disclosing them to

others.

50.

Grau Jr., Pahlow, and Santibanez are former employees of the Plaintiffs and are current

founders/employees of the Succession Resource Group, LLC

51.

During the time Plaintiffs employed Grau Jr., Pahlow, and Santibanez, certain of the

Trade Secrets were confidentially disclosed and entrusted to each in the performance of their

respective duties as Plaintiffs employees. In addition, Grau Jr., Pahlow, and Santibanez each

entered into confidentiality/nondisclosure agreements with Plaintiffs in which they agreed to not

disclose the Trade Secrets.

52.

When Grau Jr., Pahlow, and Santibanez left the employ of Plaintiffs they each possessed

certain of Plaintiffs Trade Secrets that had been confidentially revealed to them while they were



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employees, and each had a duty to maintain that confidentiality. On information and belief, in

violation of their confidentiality agreements and the Oregon Trade Secrets Act, ORS 646.461

646.475, they have misappropriated this property and disclosed it to each other following

termination of their employment and to Succession Resource Group, LLC.

53.

On information and belief, at the time Grau Jr., Pahlow, Santibanez, and Succession

Resource Group, LLC acquired the misappropriated Trade Secrets, they had reason to know such

acquisition was improper and constituted a breach of their duties to maintain the confidentiality

of the Trade Secrets or that the Trade Secrets were acquired under other circumstances giving

rise to a duty to maintain the secrecy or limit the use of the Trade Secrets. The Trade Secrets

therefore have been acquired through improper means. Plaintiffs did not consent to the

acquisition or use of the Trade Secrets. On information and belief, Defendants misappropriated,

used, and wrongfully exploited the misappropriated Trade Secrets during the creation and

operation of Succession Resource Group, LLC resulting in great damage to Plaintiffs.

Defendants misappropriations were willful or malicious within the meaning of ORS 646.647.

54.

The misappropriation of the Trade Secrets has damaged and is greatly damaging

Plaintiffs, and their continued use will continue to damage Plaintiffs unless restrained by this

Court. Plaintiffs have no adequate remedy at law and request injunctive relief pursuant to

ORS 646.463.

/ / /

/ / /



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THIRD CLAIM FOR RELIEF

(Breach of Contract Against All Defendants)

55.


56.

Grau Jr., Pahlow, and Santibanez each agreed to and signed employee confidentiality and

nonsolicitation agreements contained in the Employee Policy and Procedures Manuals,

Employee Handbooks and Information Security Handbooks. The terms of these agreements

require each to maintain the confidentiality of certain information during their employment with

Plaintiffs and afterward, and to refrain from soliciting employees or customers of Plaintiffs for a

period of two years.

57.

On information and belief, Grau Jr., Pahlow, and Santibanez individually or collectively

have breached their agreements by allowing one another and Succession Resource Group, LLC

to have access to confidential information and by soliciting and clients and customers of

Plaintiffs.

58.

On information and belief, Succession Resource Group induced Grau Jr., Pahlow, and

Santibanez individually and collectively to breach their confidentiality and nonsolicitation

agreements.

59.

The contractual breaches by Grau Jr., Pahlow, and Santibanez have caused great and



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irreparable damage to Plaintiffs and unjust enrichment to themselves and Succession Resource

Group, LLC. Defendants will continue to damage Plaintiffs and illegally profit from these

breaches unless restrained by this Court.

FOURTH CLAIM FOR RELIEF

(Unlawful Trade Practices Against All Defendants)

60.


61.

Defendants have engaged in unconscionable trade practices in regard to the sale of

services in violation of ORS 646.607 and have created a likelihood of confusion or

misunderstanding as to the source, sponsorship, approval, or certification of services as defined

by ORS 646.608(1)(a-c) and (d). Specifically, Defendants have created a likelihood of confusion

by trading on the name David Grau, representing their services as sponsored by, affiliated

with, or approved by David Grau, Sr. and Plaintiffs; have passed off their services as those of

Plaintiffs; caused a likelihood of confusion or misunderstanding as to source or sponsorship of

their services; and have represented their services as having a sponsorship, approval, status,

qualification, affiliation, or connection that they do not have.

62.

Defendants have therefore employed unconscionable tactic is in connection with the sale

of goods or services in violation of the Oregon Unlawful Trade Practices Act, ORS 646.607

et seq.

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63.

Defendants unlawful actions have produced actual damages to Plaintiffs.

64.

Defendants acts have caused and are causing harm to the public, and unless enjoined by

the Court, Defendants will continue to cause harm. This Complaint shall serve as notice to the

Defendants within the meaning of ORS 646.632 and as a demand to cease their unlawful acts

and to make restitution. Plaintiffs reserve the right to amend this Complaint to seek injunctive

relief under ORS 646.632 if Plaintiffs demand is not met.

FIFTH CLAIM FOR RELIEF

(Intentional Interference With Contract Or Prospective Business

Advantage Against All Defendants)

65.


66.

Grau Jr. and Succession Resource Group, LLC have wrongfully interfered, by improper

means or in pursuit of an improper motive, with the contractual or economic relationship

between Plaintiffs and Pahlow. All Defendants have wrongfully interfered, by improper means

or in pursuit of an improper motive, with Plaintiffs actual or potential customers.

67.

Plaintiffs have been damaged by Defendants wrongful acts and interference.

/ / /

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SIXTH CLAIM FOR RELIEF

(Permanent Injunction)

68.


69.

Plaintiffs request the Court enjoin Defendants from their infringing, unlawful and

wrongful acts for the reasons stated above.

PRAYER FOR RELIEF

WHEREFORE, Plaintiffs pray for relief as follows:

A. Statutory and actual damages for willful copyright infringement, injunctiverelief requiring Defendants to cease their infringement, and attorney fees and

costs pursuant to the U.S. Copyright Act, against all Defendants;

B. Actual damages of no less than $4 million, injunctive relief requiringDefendants to cease their misappropriation and wrongful use of Plaintiffs

Trade Secrets, and attorney fees and costs against all Defendants for

Defendants violations of the Oregon Trade Secrets Act;

C. Actual damages of no less than $4 million against all Defendants forDefendants breaches of contract;

D. Actual damages of no less than $4 million, and attorney fees and costs againstall Defendants for Defendants violations of the Oregon Unlawful Trade

Practices Act;

E. Actual damages of no less than $4 million against all Defendants for



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Defendants intentional interference with contract/prospective business

advantage;

F. Whatever additional remedies in law or equity that the Court may find to bejust, equitable, and necessary.

Dated this 10th day of December, 2013.

DUNN CARNEY ALLEN HIGGINS & TONGUE LLP

/s/ David P. RossmillerDavid P. Rossmiller, OSB No. 983395

Email: [email protected]. David Zehntbauer, OSB No. 964673

[email protected]

Attorneys for Plaintiffs Business Transitions, LLCand FP Transitions, LLC


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