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HomeMy WebLinkAbout07-0912 IN THE COURT OF COMMON PLEAS OF CUMBELAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW MRC PARTNERS, INC. Plaintiff, No.: 91 V. TEKDYNAMICS, INC. and NARASHIMA BHOGAVALLI Defendants PRAECIPE FOR WRIT OF SUMMONS To the Prothonotary: Kindly issue Summons in Civil Action in the above case and forward to Attorney. THE LAW FIRM OF MAY & MAY, P.C. Robert C. May, Esquire 4330 Carlisle Pike Camp Hill, PA 17011 717-612-0102 Date: February 15, 2007 Pennsylvania Supreme Court ID No.: 65602 CERTIFICATE OF SERVICE I, Robert C. May, Esquire, attorney for plaintiff MRC Partners, Inc., hereby certify that I have served the foregoing Praecipe for Writ of Summons upon the defendant, Tekdynamics, Inc., by depositing a true and correct copy of the same in the United States mail, postage prepaid, certified with return receipt requested, addressed as follows: Tekdynamics, Inc. 1231 Greenway Drive, Suite 990 Irving, TX 75038 THE LAW FIRM OF MAY & MAY, P.C. /g? Dated: February 15, 2007 By Robert C. May, Esquire CERTIFICATE OF SERVICE I, Robert C. May, Esquire, attorney for plaintiff MRC Partners, Inc., hereby certify that I have served the foregoing Praecipe for Writ of Summons upon the defendant, Narasimha Bhogavalli, by depositing a true and correct copy of the same in the united States mail, postage prepaid, certified with return receipt requested, addressed as follows: Narasimha Bhogavalli 1231 Greenway Drive, Suite 990 Irving, TX 75038 THE LAW FIRM OF MAY & MAY, P.C. Dated: February 15, 2007 By? C - ?4-% Robert C. May, Esquire -? a o ? 2 0?, a ON q i5-1 -1 q Commonwealth of Pennsylvania County of Cumberland WRIT OF SUMMONS Court of Common Pleas MRC PARTNERS, INC. Plaintiff Vs. No 07-912 TEKDYNAMICS, INC AND NARASHIMA BHOGAVALLI 1231 GREENWAY DRIVE SUITE 990 IRVING, TX 75038 In CivilAction-Law Defendant To TEKDYNAMICS, INC. AND NARASHIMA BHOGAVALLI, You are hereby notified that MRC PARTNERS, INC., the Plaintiff(s) has / have commenced an action in Civil Action-Law against you which you are required to defend or a default judgment may be entered against you. (SEAL) Curtis' R. Longjh-o onota Date FEBRUARY 16, 2007 By Deputy Attorney: Name: ROBERT C. MAY Address: 4330 CARLISLE PIKE CAMP HILL, PA 17011 Attorney for: Plaintiff Telephone: 717-612-0102 Supreme Court ID No. 65602 U. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW TEKDYNAMICS, INC. and NARASHIMA BHOGAVALLI Defendants RETURN OF SERVICE I, Robert C. May, Esquire, attorney for plaintiff MRC Partners, Inc., hereby certify that I have served the Praecipe for Writ of Summons, an original of which is attached as Exhibit "A" hereto, upon each of the defendants, Tekdynamics, Inc. and Narashima Bhogavalli, by depositing an originals of the same in the United States mail, postage prepaid, certified with return receipt requested, addressed as follows: Tekdynamics, Inc. 1231 Greenway Drive, Suite 990 Irving, TX 75038 MRC PARTNERS, INC. Plaintiff, No.: 07-912 V. and Narashima Bhogavalli 1231 Greenway Drive, Suite 990 Irving, TX 75038 I further certify that each original Praecipe for Writ of Summons was delivered by the United States Post Office on March 2, 2007, as evidenced by the signed Domestic Return Receipts (PS Form 3811), the original of each is attached as Exhibit "B" hereto. THE LAW FIRM OF MAY & MAY, P.C. ?. Dated: March 7 2007 B Y Robert C. May, Esquir 4330 Carlisle Pike Camp Hill, PA 17011 Attorney for Plaintiff Telephone: 717-612-0102 Supreme Court ID No. 65602 Commonwealth of Pennsylvania County of Cumberland WRIT OF SUMMONS Court of Common Pleas MRC PARTNERS, INC. Plaintiff Vs. No 07-912 TEKDYNAMICS, INC AND NARASHIMA BHOGAVALLI 1231 GREENWAY DRIVE SUITE 990 IRVING, TX 75038 In CivilAction-Law Defendant To TEKDYNAMICS, INC. AND NARASHIMA BHOGAVALLI, You are hereby notified that MRC PARTNERS, INC., the Plaintiff(s) has / have commenced an action in Civil Action-Law against you which you are required to defend or a default judgment may be entered against you. A (SEAL) Curti . Lo thon try Date FEBRUARY 16, 2007 By Deputy Attorney: Name: ROBERT C. MAY Address: 4330 CARLISLE PIKE CAMP HILL, PA 17011 Attorney for: Plaintiff Telephone: 717-612-0102 Supreme Court ID No. 65602 TRUE COPY F+ORL Te?n01w "'"' _ ?"? 9et my h? d the r' Adisis. Pa a.4 a i ' w VHS A/7-- ¦ Complete items 1, 2, and 3. Also complete item 4 if Restricted Delivery Is desired. ¦ Print your name and address on the reverse so that we can return the card to you. ¦ Attach this card to the back of the mailpiece, or on the front if space permits. 1. Article Addressed to: Tekdyngv-?IL, 7A4?-- - Iz3 Gf ex.. w PT. S? ?qo c! t ? ?x ?S d3? A. Signature X ? Agent I B. Received by ( Printed Name) I C. C. Date at v, very D. Is delivery address different from item 1? ? Yes If YES, enter delivery address below: ? No 3. Ice Type fMail ? Express Mail egistered ? Return Receipt for Merchandise ? Insured mail ? C.O.D. 4. Restricted Delivery? (Extra' Fee) ? Yes 2. Article Number 7006 2150 0003 8547 0673 (Tm der from service iabw) PS Form 3811, February 2004 Domestic Return Receipt 102595-02-M-1540 ¦ Complete Items 1, 2, and 3. Also complete item 4 if Restricted Delivery is desired. ¦ Print your name and address on the reverse so that we can return the card to you. ¦ Attach this card to the back of the mailpiece, or on the front if space permits. A. Signature y? Agent X ? ? Addresses B. Received by (Printed Name) C. Date of Delivery 3 • PL 0; D. Is delivery address different from item 1? ? Yes If YES, enter delivery address below: ? No Q 3. Ice Type S?3 (J Certified Mail ? Express Mail ? Registered ? Return Receipt for Merchandise ? Insured Mail ? C.O.D. 4. Restricted Delivery? (Extra Fee) ? Yes 2. Article Number 7006 2150 0003 8547 0666 (rnvww from service is PS Form 3811, February 2004 Domestic Rat" Row IOM5-02-M-i540 1. Article Addressed to: ?1O?OfV04 1/ N 6tJ'A 41j^'` V She ??° t"`1 THE LAWFIRMOF MAY& MAY, P.C. 4330 Carlisle Pike Camp Hill, PA 17011 Phone: 717-612-0102 Fax: 717-612-0103 MRC PARTNERS, INC. PLAINTIFF V. TEKDYNAMICS, INC. and NARASHIMA BHOGAVALLI DEFENDANTS ROBERT C. MAY, ESQUIRE Attorney for Plaintiff, ID# 65602 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY : NO. 07-912 CIVIL ACTION - LAW AND EQUITY JURY TRIAL DEMANDED NOTICE YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Complaint and Notice are served, by entering a written appearance personally or by attorney and filing in writing with the Court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the Court without further notice for any money claimed in the Complaint or for any other claim or relief requested by the Plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. LAWYER REFERRAL SERVICE CUMBERLAND COUNTY BAR ASSOCIATION 32 Bedford Street Carlisle, PA 17013 717-249-3166 NOTICIA Le han demandado a usted en la corte. Si usted quiere defenderse de estas demandas expuestas en las paginas siguientes, usted tiene viente (20) dias de plazo al partir de la fecha de la demanda y la notifcacion. Usted debe presentar una apariencia escrita o en persona o por abodago y archivar en la corte en forma escrita sus defensas o sus objeciones a las demandas en contra de su persona. Sea avisado que si usted no se defiende, la corte tomara medidas y puede entrar una orden contra usted sin previo aviso o notificacion y por cualquier queja o alivio que es pedido en la peticion de demanda. Usted puede perder dinero o sus propiedades o ostros derechos importantes para usted. LLEVE ESTA DEMANDA A UN ABODAGO IMMEDIATAMENTE. SI NO TIENT ABOGADO O SI NO TIENE EL DINERO SUFICIENTE DE PAGAR TAL SERVICIO, VAYA EN PERSONA O LLAME POR TELEFONO A LA OFICINA CUYA DIRECCION SE ENCUENTRA ESCRITA ABAJO PARA AVERIGUAR DONDE SE PUEDE CONSEGUIR ASISTENCIA LEGAL. LAWYER REFERRAL SERVICE CUMBERLAND COUNTY BAR ASSOCIATION 32 Bedford Street Carlisle, PA 17013 717-249-3166 THE LA W FIRM OF MAY & MAY, P. C. 4330 Carlisle Pike Camp Hill, PA 17011 Phone: 717-612-0102 Fax: 717-612-0103 MRC PARTNERS, INC. PLAINTIFF V. ROBERT C. MAY, ESQUIRE Attorney for Plaintiff, ID# 65602 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY : NO. 07-912 TEKDYNAMICS, INC. and NARASHIMA BHOGAVALLI : CIVIL ACTION - LAW AND EQUITY DEFENDANTS JURY TRIAL DEMANDED COMPLAINT AND NOW, comes the Plaintiff, MRC PARTNERS, INC. by and through its attorneys, The Law Firm of May & May, P.C., and Robert C. May, Esquire, and files this Complaint, as follows: 1. Plaintiff MRC PARTNERS, INC., a Pennsylvania business corporation, conducts business in Cumberland County, Pennsylvania, and has its principal office located at 875 Market Street, Lemoyne, PA 17011. 2. Defendant TEKDYNAMICS, INC. (hereinafter "TEKDYNAMICS") is a Texas business corporation domiciled in the State of Texas, with a business address of 1231 Greenway Drive, Irving, Texas, 75038. 3. Defendant NARASHIMA BHOGAVALLI is an adult individual with a business address of 1231 Greenway Drive, Irving, Texas, 75038. 4. On April 22, 2005, Plaintiff MRC PARTNERS, INC. entered into a Written Agreement with Defendant TEKDYNAMICS for the exclusive distribution by Plaintiff MRC PARTNERS, INC. of International and National Call Terminating Telecom Minutes to be provided by Defendant TEKDYNAMICS. Said Written Agreement is attached as Exhibit "A" hereto (hereinafter the "Written Agreement"). 5. Pursuant to the Written Agreement, Plaintiff MRC PARTNERS, INC. paid Defendant TEKDYNAMICS $50,000.00 for its rights to the exclusive distributorship upon the execution and delivery of the Written Agreement. 6. In connection with the execution and delivery of the Written Agreement, Plaintiff MRC PARTNERS, INC. paid Defendant TEKDYAMICS an additional $5,000.00 upon the execution and delivery of the Written Agreement for the design of a web site to support the distributorship relationship. 7. On May 26, 2005, Plaintiff MRC PARTNERS, INC. paid Defendant TEKDYNAMICS $15,000.00 for the purchase of an initial block of minutes. 8. Pursuant to Paragraph 3 of the Written Agreement, Defendant TEKDYNAMICS provided to Plaintiff MRC PARNTERS, INC. the following guarantee: "[TekDynamics] guarantees GROSS Profits and associated total volume of minutes hereby reviewed and accepted by TekDynamics and MRC Partners as outline[d] [sic] and in "ATTACHMENT A". 9. "ATTACHMENT A" to the Written Agreement guaranteed call minutes during the first twelve (12) months of the Written Agreement to Plaintiff MRC PARTNERS, INC. from nine (9) identified customers in the total amount of $1,931,400.00, representing a total of 193,140,000 call minutes, with a guaranteed gross profit of one cent ($0.01) per call minute. 10. Defendant TEKDYNAMICS failed to provided any volume of minutes as outlined on "ATTACHMENT A" to the Written Agreement. 11. Defendant NARASHIMA BHOGAVALLI executed the Written Agreement in his capacity as President and CEO of Defendant TEKDYNAMICS on April 22, 2005, including signing the "ATTACHMENT A" thereto. 12. Pursuant to Paragraph 6 of the Written Agreement, Plaintiff MRC PARTNERS, INC., shortly after entering into the Written Agreement, invested in and created at a cost in excess of $100,000 excluding costs of employees and overhead, a "CO-LO" place of business in Harrisburg, Pennsylvania, including "DS3 telecom connectivity and rack cabinet space." 13. Pursuant to Paragraph 6 of the Written Agreement, Plaintiff MRC PARTNERS, INC., shortly after entering into the Written Agreement, hired, appointed or contracted with several sales representatives to market additional calls beyond the guaranteed calls. 14. Plaintiff MRC PARTNERS, INC. repeatedly for several months thereafter contacted and continued to contact Defendant TEKDYNAMICS regarding the ongoing failure to provide any such calls. 15. Defendant TEKDYNAMICS failed to provide any satisfactory explanation regarding its failure to provide any such calls to Plaintiff MRC PARTNERS, INC. 16. Defendant TEKDYNAMICS is liable to PLAINTIFF MRC PARTNERS, INC. for failing to deliver the guaranteed calls set forth in the Written Agreement. 17. Defendants TEKDYNAMICS and NARASHIMA BHOGAVALLI are liable to PLAINTIFF MRC PARTNERS, INC. with respect to making fraudulent misrepresentations causing damages as a result of fraudulently inducing the execution and delivery of the Written Agreement and further actions and expenditures in reliance thereon. COUNT I - BREACH OF CONTRACT MRC PARTNERS, INC. V. TEKDYNAMICS, INC. 18. Plaintiff MRC PARTNERS, INC. repeats and incorporates by reference all of the preceding paragraphs as if set forth at length herein. 19. Pursuant to the Written Agreement between Plaintiff MRC PARTNERS, INC. and Defendant TEKDYNAMICS, Defendant TEKDYNAMICS had a contractual obligation to provide the guaranteed calls to Plaintiff MRC PARTNERS, INC. 20. Defendant TEKDYNAMICS breached its contractual obligations to deliver calls to Plaintiff MRC PARTNERS, INC. 21. Defendant TEKDYNAMICS otherwise failed and refused to provide Plaintiff MRC PARTNERS, INC. the guaranteed call minutes to which it was entitled under the Written Agreement. 22. Plaintiff MRC PARTNERS, INC. has been harmed as a result of the aforementioned breaches by Defendant TEKDYNAMICS. 23. Defendant TEKDYNAMICS is liable to Plaintiff MRC PARTNERS, INC. for the amount of the benefit of the bargain under the Written Agreement as a result of Defendant TEKDYNAMICS' breach of contract equal to the amount of gross profits it was guaranteed to receive thereunder. WHEREFORE, Plaintiff MRC PARTNERS, INC. respectfully requests this Honorable Court enter judgment for it and against Defendant TEKDYNAMICS in the amount of $1,931,400.00, together with interest and costs, and for such other relief as this Court deems just and proper. COUNT II - FRAUD MRC PARTNERS, INC. V. TEKDYNAMICS, INC. 24. Plaintiff MRC PARTNERS, INC. repeats and incorporates by reference all of the preceding paragraphs as if set forth at length herein. 25. Pursuant to the Written Agreement, Defendant TEKDYNAMICS had a contractual obligation to provide calls to Plaintiff MRC PARTNERS, INC. in the amounts and from the customers listed on "ATTACHMENT A" to the Written Agreement. 26. By signing the Written Agreement, Defendant TEKDYNAMICS represented and guaranteed that Plaintiff MRC PARTNERS, INC. would be provided the calls in the amounts and from the customers listed on "ATTACHMENT A" to the Written Agreement. 27. Said representation and guarantee was material to the transaction at hand. 28. Defendant TEKDYNAMICS fraudulently misrepresented and fraudulently guaranteed that it would provide calls in the amounts and from the customers listed on "ATTACHMENT A" to the Written Agreement. 29. At all times material hereto, Defendant TEKDYNAMICS knew or should have known that it would not provide calls in the amounts and from the customers guaranteed on "ATTACHMENT A" to the Written Agreement. 30. Defendant TEKDYNAMICS made said representation and guarantee falsely, with knowledge of its falsity or recklessness as to whether it was true or false. 31. Defendant TEKDYNAMICS made such false representation and guarantee with the intent of misleading Plaintiff MRC PARTNERS, INC. into relying on it. 32. Plaintiff MRC PARTNERS, INC. justifiably relied upon Defendant TEKDYNAMICS' written representation and guarantee, and was, therefore, fraudulently induced to enter into the Written Agreement. 33. Asa result of TEKDYNAMICS' fraudulent inducement, Plaintiff MRC PARTNERS, INC. entered into the Written Agreement at substantial cost. 34. Plaintiff MRC PARTNERS, INC. has been harmed as a result of Defendant TEKDYNAMICS' fraudulent inducement. 35. The harm sustained by Plaintiff MRC PARTNERS, INC. was caused by its reliance on the written representation and guarantee falsely made by Defendant TEKDYNAMICS. 36. Defendant TEKDYNAMICS is liable to Plaintiff MRC PARTNERS, INC. for the amount of the benefit of the bargain under the Written Agreement as a result of Defendant TEKDYNAMICS' fraudulent inducement equal to the amount of gross profits it was guaranteed to receive thereunder. WHEREFORE, Plaintiff MRC PARTNERS, INC. respectfully requests this Honorable Court enter judgment for it and against Defendant TEKDYNAMICS in the amount of $1,931,400.00, together with interest, costs, and punitive damages and such other relief as this Court deems just and proper. COUNT III - FRAUD MRC PARTNERS, INC. V. NARASHIMA BHOGAVALLI 37. Plaintiff MRC PARTNERS, INC. repeats and incorporates by reference all of the preceding paragraphs as if set forth at length herein. 38. Pursuant to the Written Agreement, Defendant TEKDYNAMICS had a contractual obligation to provide calls to Plaintiff MRC PARTNERS, INC. in the amounts and from the customers listed on "ATTACHMENT A" to the Written Agreement. 39. In signing the Written Agreement in his capacity as President and CEO of Defendant TEKDYNAMICS, Defendant NARASHIMA BHOGAVALLI was acting as an agent for Defendant TEKDYNAMICS. 40. By signing the Written Agreement, including his additional signature on "ATTACHMENT A," Defendant NARASHIMA BHOGAVALLI represented and guaranteed that Plaintiff MRC PARTNERS, INC. would be provided the calls in the amounts and from the customers listed on "ATTACHMENT A" to the Written Agreement. 41. It is believed and therefore averred that NARASHIMA BHOGAVALLI is either the sole owner or majority owner of TEKDYNAMICS. 42. It is believed, and therefore averred, that NARASHIMA BHOGAVALLI is in charge of making day-to-day business decisions for TEKDYNAMICS. 43. It is believed, and therefore averred, that NARASHIMA BHOGAVALLI has utilized TEKDYNAMICS as an alter ego in perpetrating a fraud as set forth herein. 44. Defendant NARASHIMA BHOGAVALLI fraudulently misrepresented and fraudulently guaranteed that Defendant TEKDYNAMICS would provide calls in the amounts and from the customers listed on "ATTACHMENT A" to the Written Agreement. 45. Said representation and guarantee was material to the transaction at hand. 46. At all times material hereto, Defendant NARASHIMA BHOGAVALLI knew or should have known that Defendant TEKDYNAMICS would not provide calls in the amounts and from the customers listed on "ATTACHMENT A" to the Written Agreement. 47. Defendant NARASHIMA BHOGAVALLI made said representation and guarantee falsely, with knowledge of its falsity or recklessness as to whether it was true or false. 48. Defendant NARASHIMA BHOGAVALLI made such false representation and guarantee with the intent of misleading Plaintiff MRC PARTNERS, INC. into relying on it. 49. Plaintiff MRC PARTNERS, INC. justifiably relied upon Defendant NARASHIMA BHOGAVALLI's written representation and guarantee, and was, therefore, fraudulently induced to enter into the Written Agreement. 50. As a result of NARASHIMA BHOGAVALLI's fraudulent inducement, Plaintiff MRC PARTNERS, INC. entered into the Written Agreement at substantial cost. 51. Plaintiff MRC PARTNERS, INC. has been harmed as a result of Defendant NARASHIMA BHOGAVALLI's fraudulent inducement. 52. The harm sustained by Plaintiff MRC PARTNERS, INC. was caused by its reliance on the written representation and guarantee falsely made by Defendant NARASHIMA BHOGAVALLI. 53. Defendant NARASHIMA BHOGAVALLI is liable to Plaintiff MRC PARTNERS, INC. for the amount of the benefit of the bargain under the Written Agreement as a result of Defendant NARASHIMA BHOGAVALLI's fraudulent inducement equal to the amount of gross profits it was guaranteed to receive thereunder. WHEREFORE, Plaintiff MRC PARTNERS, INC. respectfully requests this Honorable Court enter judgment for it and against Defendant NARASHIMA BHOGAVALLI in the amount of $1,931,000.00, together with interest, costs, and punitive damages and such other relief as this Court deems just and proper. Respectfully Submitted: THE LAW FIRM OF MAY & MAY, P.C. 4330 Carlisle Pike Camp Hill, Pennsylvania 17011 (717) 612-0102 (telephone) Attorneys for MRC PARTNERS, INC. DATED: March 10, 2008 7 4Roerol. May, ?Esq(?uirie,/Id No. 5602 VERIFICATION The undersigned, RICHARD PAYNE, hereby verifies and states that: 1. He is President of MRC PARTNERS, INC., Plaintiff herein. 2. He is authorized to make this verification on Plaintiff s behalf; 3. The facts set forth in the foregoing complaint are true and correct to the best of his knowledge, information and belief; and 4. He understands that false statements herein are made subject to the penalties of 18 Pa. C. S. § 4904, relating to unsworn falsification to authorities. DATED: ?? RICHARD P E N C=:l O t7 l J C7.? - N :'0. N CC) IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW MRC PARTNERS, INC. Plaintiff, No.: 07-912 V. TEKDYNAMICS, INC. and NARASHIMA BHOGAVALLI Defendants RETURN OF SERVICE I, Robert C. May, Esquire, attorney for plaintiff MRC Partners, Inc., hereby certify that I have served the Complaint, an original of which is attached as Exhibit "A" hereto, upon each of the defendants, Tekdynamics, Inc. and Narashima Bhogavalli, by depositing originals of the same in the United States mail, postage prepaid, certified with return receipt requested, addressed as follows: Tekdynamics, Inc. 1231 Greenway Drive, Suite 990 Irving, TX 75038 and Narashima Bhogavalli 1231 Greenway Drive, Suite 990 Irving, TX 75038 I further certify that each original Complaint was delivered by the United States Post Office on March 19, 2008 (as to the first defendant), and March 17, 2008 (as to the second defendant), respectively, as evidenced by the signed Domestic Return Receipts (PS Form 3811), the original of each is attached as Exhibit "B" hereto. THE LAW FIRM OF MAY & MAY, P.C. Dated: March 24, 2008 B c fAetL Y Robert C. May, Esquire 4330 Carlisle Pike Camp Hill, PA 17011 Attorney for Plaintiff Telephone: 717-612-0102 Supreme Court ID No. 65602 C?NI?'S VT A THE LAW FIRM OF MAY & MAY, P.C. 4330 Carlisle Pike Camp Hill, PA 17011 Phone: 717-612-0102 Fax: 717-612-0103 MRC PARTNERS, INC. PLAINTIFF V. TEKDYNAMICS, INC. and NARASHIMA BHOGAVALLI DEFENDANTS ROBERT C. MAY, ESQUIRE Attorney for Plaintiff, ID# 65602 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY o NO. 07-912 °i;- `x - :Z Mi.- CIVIL ACTION - LAW AND EQUITY , JURY TRIAL DEMANDED NOTICE YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Complaint and Notice are served, by entering a written appearance personally or by attorney and filing in writing with the Court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the Court without further notice for any money claimed in the Complaint or for any other claim or relief requested by the Plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. LAWYER REFERRAL SERVICE CUMBERLAND COUNTY BAR ASSOCIATION 32 Bedford Street Carlisle, PA 17013 717-249-3166 NOTICIA Le han demandado a usted en la corte. Si usted quiere defenderse de estas demandas expuestas en las paginas siguientes, usted tiene viente (20) dias de plazo al partir de la fecha de la demanda y la notifcacion. Usted debe presenter una apariencia escrita o en persona o por abodago y archivar en la corte en forma escrita sus defensas o sus objeciones a las demandas en contra de su persona. Sea avisado que si usted no se defiende, la corte tomara medidas y puede entrar una Orden contra usted sin previo aviso o notificacion y por cualquier queja o alivio que es pedido en la peticion de demanda. Usted puede perder dinero o sus propiedades o ostros derechos importantes para usted. LLEVE ESTA DEMANDA A UN ABODAGO IMMEDIATAMENTE. SI NO TIENT ABOGADO O Sl NO TIENE EL DINERO SUFICIENTE DE PAGAR TAL SERVICIO, VAYA EN PERSONA 0 LLAME POR TELEFONO A LA OFICINA CUYA DIRECCION SE ENCUENTRA ESCRITA ABAJO PARA AVERIGUAR DONDE SE PUEDE CONSEGUIR ASISTENCIA LEGAL. LAWYER SERVICE CUMBERLAND COUNTY BAR A SOCIATION 1? ?? FROM RECORD 32 Bedford Street in Tedft" whoW, I two UM O 3d my h8i Carlisle, PA 17013 uld ft so of COINS at Ud,ft 717-249-3166 4k "ni. Acm THE LA W FIRM OF MA Y & MAY, P. C. 4330 Carlisle Pike Camp Hill, PA 17011 Phone: 717-612-0102 Fax: 717-612-0103 MRC PARTNERS, INC. PLAINTIFF V. TEKDYNAMICS, INC. and NARASHIMA BHOGAVALLI DEFENDANTS ROBERT C. MAY, ESQUIRE Attorney for Plaintiff, IN 65602 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY NO. 07-912 CIVIL ACTION - LAW AND EQUITY JURY TRIAL DEMANDED COMPLAINT AND NOW, comes the Plaintiff, MRC PARTNERS, INC. by and through its attorneys, The Law Firm of May & May, P.C., and Robert C. May, Esquire, and files this Complaint, as follows: 1. Plaintiff MRC PARTNERS, INC., a Pennsylvania business corporation, conducts business in Cumberland County, Pennsylvania, and has its principal office located at 875 Market Street, Lemoyne, PA 17011. 2. Defendant TEKDYNAMICS, INC. (hereinafter "TEKDYNAMICS") is a Texas business corporation domiciled in the State of Texas, with a business address of 1231 Greenway Drive, Irving, Texas, 75038. 3. Defendant NARASHIMA BHOGAVALLI is an adult individual with a business address of 1231 Greenway Drive, Irving, Texas, 75038. 4. On April 22, 2005, Plaintiff MRC PARTNERS, INC. entered into a Written Agreement with Defendant TEKDYNAMICS for the exclusive distribution by Plaintiff MRC PARTNERS, INC. of International and National Call Terminating Telecom Minutes to be provided by Defendant TEKDYNAMICS. Said Written Agreement is attached as Exhibit "A" hereto (hereinafter the "Written Agreement"). 5. Pursuant to the Written Agreement, Plaintiff MRC PARTNERS, INC. paid Defendant TEKDYNAMICS $50,000.00 for its rights to the exclusive distributorship upon the execution and delivery of the Written Agreement. 6. In connection with the execution and delivery of the Written Agreement, Plaintiff MRC PARTNERS, INC. paid Defendant TEKDYAMICS an additional $5,000.00 upon the execution and delivery of the Written Agreement for the design of a web site to support the distributorship relationship. 7. On May 2b, 2005, Plaintiff MRC PARTNERS, INC. paid Defendant TEKDYNAMICS $15,000.00 for the purchase of an initial block of minutes. 8. Pursuant to Paragraph 3 of the Written Agreement, Defendant TEKDYNAMICS provided to Plaintiff MRC PARNTERS, INC. the following guarantee: "[TekDynamics] guarantees GROSS Profits and associated total volume of minutes hereby reviewed and accepted by TekDynamics and MRC Partners as outline[d] [sic] and in "ATTACHMENT A". 9. "ATTACHMENT A" to the Written Agreement guaranteed call minutes during the first twelve (12) months of the Written Agreement to Plaintiff MRC PARTNERS, INC. from nine (9) identified customers in the total amount of $1,931,400.00, representing a total of 193,140,000 call minutes, with a guaranteed gross profit of one cent ($0.01) per call minute. 10. Defendant TEKDYNAMICS failed to provided any volume of minutes as outlined on "ATTACHMENT A" to the Written Agreement. 11. Defendant NARASHIMA BHOGAVALLI executed the Written Agreement in his capacity as President and CEO of Defendant TEKDYNAMICS on April 22, 2005, including signing the "ATTACHMENT A" thereto. 12. Pursuant to Paragraph 6 of the Written Agreement, Plaintiff MRC PARTNERS, INC., shortly after entering into the Written Agreement, invested in and created at a cost in excess of $100,000 excluding costs of employees and overhead, a "CO-LO" place of business in Harrisburg, Pennsylvania, including "DS3 telecom connectivity and rack cabinet space." 13. Pursuant to Paragraph 6 of the Written Agreement, Plaintiff MRC PARTNERS, INC., shortly after entering into the Written Agreement, hired, appointed or contracted with several sales representatives to market additional calls beyond the guaranteed calls. 14. Plaintiff MRC PARTNERS, INC. repeatedly for several months thereafter contacted and continued to contact Defendant TEKDYNAMICS regarding the ongoing failure to provide any such calls. 15. Defendant TEKDYNAMICS failed to provide any satisfactory explanation regarding its failure to provide any such calls to Plaintiff MRC PARTNERS, INC. 16. Defendant TEKDYNAMICS is liable to PLAINTIFF MRC PARTNERS, INC. for failing to deliver the guaranteed calls set forth in the Written Agreement. 17. Defendants TEKDYNAMICS and NARASHIMA BHOGAVALLI are liable to PLAINTIFF MRC PARTNERS, INC. with respect to making fraudulent misrepresentations causing damages as a result of fraudulently inducing the execution and delivery of the Written Agreement and further actions and expenditures in reliance thereon. COUNT I - BREACH OF CONTRACT MRC PARTNERS, INC. V. TEKDYNAMICS, INC. 18. Plaintiff MRC PARTNERS, INC. repeats and incorporates by reference all of the preceding paragraphs as if set forth at length herein. 19. Pursuant to the Written Agreement between Plaintiff MRC PARTNERS, INC. and Defendant TEKDYNAMICS, Defendant TEKDYNAMICS had a contractual obligation to provide the guaranteed calls to Plaintiff MRC PARTNERS, INC. 20. Defendant TEKDYNAMICS breached its contractual obligations to deliver calls to Plaintiff MRC PARTNERS, INC. 21. Defendant TEKDYNAMICS otherwise failed and refused to provide Plaintiff MRC PARTNERS, INC. the guaranteed call minutes to which it was entitled under the Written Agreement. 22. Plaintiff MRC PARTNERS, INC. has been harmed as a result of the aforementioned breaches by Defendant TEKDYNAMICS. 23. Defendant TEKDYNAMICS is liable to Plaintiff MRC PARTNERS, INC. for the amount of the benefit of the bargain under the Written Agreement as a result of Defendant TEKDYNAMICS' breach of contract equal to the amount of gross profits it was guaranteed to receive thereunder. WHEREFORE, Plaintiff MRC PARTNERS, INC. respectfully requests this Honorable Court enter judgment for it and against Defendant TEKDYNAMICS in the amount of $1,931,400.00, together with interest and costs, and for such other relief as this Court deems just and proper. COUNT II - FRAUD MRC PARTNERS, INC. V. TEKDYNAMICS, INC. 24. Plaintiff MRC PARTNERS, INC. repeats and incorporates by reference all of the preceding paragraphs as if set forth at length herein. 25. Pursuant to the Written Agreement, Defendant TEKDYNAMICS had a contractual obligation to provide calls to Plaintiff MRC PARTNERS, INC. in the amounts and from the customers listed on "ATTACHMENT A" to the Written Agreement. 26. By signing the Written Agreement, Defendant TEKDYNAMICS represented and guaranteed that Plaintiff MRC PARTNERS, INC. would be provided the calls in the amounts and from the customers listed on "ATTACHMENT All to the Written Agreement. 27. Said representation and guarantee was material to the transaction at hand. 28. Defendant TEKDYNAMICS fraudulently misrepresented and fraudulently guaranteed that it would provide calls in the amounts and from the customers listed on "ATTACHMENT A" to the Written Agreement. 29. At all times material hereto, Defendant TEKDYNAMICS knew or should have known that it would not provide calls in the amounts and from the customers guaranteed on "ATTACHMENT A" to the Written Agreement. 30. Defendant TEKDYNAMICS made said representation and guarantee falsely, with knowledge of its falsity or recklessness as to whether it was true or false. 31. Defendant TEKDYNAMICS made such false representation and guarantee with the intent of misleading Plaintiff MRC PARTNERS, INC. into relying on it. 32. Plaintiff MRC PARTNERS, INC. justifiably relied upon Defendant TEKDYNAMICS' written representation and guarantee, and was, therefore, fraudulently induced to enter into the Written Agreement. 33. Asa result of TEKDYNAMICS' fraudulent inducement, Plaintiff MRC PARTNERS, INC. entered into the Written Agreement at substantial cost. 34. Plaintiff MRC PARTNERS, INC. has been harmed as a result of Defendant TEKDYNAMICS' fraudulent inducement. 35. The harm sustained by Plaintiff MRC PARTNERS, INC. was caused by its reliance on the written representation and guarantee falsely made by Defendant TEKDYNAMICS. 36. Defendant TEKDYNAMICS is liable to Plaintiff MRC PARTNERS, INC. for the amount of the benefit of the bargain under the Written Agreement as a result of Defendant TEKDYNAMICS' fraudulent inducement equal to the amount of gross profits it was guaranteed to receive thereunder. WHEREFORE, Plaintiff MRC PARTNERS, INC. respectfully requests this Honorable Court enter judgment for it and against Defendant TEKDYNAMICS in the amount of $1,931,400.00, together with interest, costs, and punitive damages and such other relief as this Court deems just and proper. COUNT III - FRAUD MRC PARTNERS, INC. V. NARASHIMA BHOGAVALLI 37. Plaintiff MRC PARTNERS, INC. repeats and incorporates by reference all of the preceding paragraphs as if set forth at length herein. 38. Pursuant to the Written Agreement, Defendant TEKDYNAMICS had a contractual obligation to provide calls to Plaintiff MRC PARTNERS, INC. in the amounts and from the customers listed on "ATTACHMENT A" to the Written Agreement. 39. In signing the Written Agreement in his capacity as President and CEO of Defendant TEKDYNAMICS, Defendant NARASHIMA BHOGAVALLI was acting as an agent for Defendant TEKDYNAMICS. 40. By signing the Written Agreement, including his additional signature on "ATTACHMENT A," Defendant NARASHIMA BHOGAVALLI represented and guaranteed that Plaintiff MRC PARTNERS, INC. would be provided the calls in the amounts and from the customers listed on "ATTACHMENT All to the Written Agreement. 41. It is believed and therefore averred that NARASHIMA BHOGAVALLI is either the sole owner or majority owner of TEKDYNAMICS. 42. It is believed, and therefore averred, that NARASHIMA BHOGAVALLI is in charge of making day-to-day business decisions for TEKDYNAMICS. 43. It is believed, and therefore averred, that NARASHIMA BHOGAVALLI has utilized TEKDYNAMICS as an alter ego in perpetrating a fraud as set forth herein. 44. Defendant NARASHIMA BHOGAVALLI fraudulently misrepresented and fraudulently guaranteed that Defendant TEKDYNAMICS would provide calls in the amounts and from the customers listed on "ATTACHMENT All to the Written Agreement. 45. Said representation and guarantee was material to the transaction at hand. 46. At all times material hereto, Defendant NARASHIMA BHOGAVALLI knew or should have known that Defendant TEKDYNAMICS would not provide calls in the amounts and from the customers listed on "ATTACHMENT A" to the Written Agreement. 47. Defendant NARASHIMA BHOGAVALLI made said representation and guarantee falsely, with knowledge of its falsity or recklessness as to whether it was true or false. 48. Defendant NARASHIMA BHOGAVALLI made such false representation and guarantee with the intent of misleading Plaintiff MRC PARTNERS, INC. into relying on it. 49. Plaintiff MRC PARTNERS, INC. justifiably relied upon Defendant NARASHIMA BHOGAVALLI's written representation and guarantee, and was, therefore, fraudulently induced to enter into the Written Agreement. 50. As a result of NARASHIMA BHOGAVALLI's fraudulent inducement, Plaintiff MRC PARTNERS, INC. entered into the Written Agreement at substantial cost. 51. Plaintiff MRC PARTNERS, INC. has been harmed as a result of Defendant NARASHIMA BHOGAVALLI's fraudulent inducement. 52. The harm sustained by Plaintiff MRC PARTNERS, INC. was caused by its reliance on the written representation and guarantee falsely made by Defendant NARASHIMA BHOGAVALLI. 53. Defendant NARASHIMA BHOGAVALLI is liable to Plaintiff MRC PARTNERS, INC. for the amount of the benefit of the bargain under the Written Agreement as a result of Defendant NARASHIMA BHOGAVALLI's fraudulent inducement equal to the amount of gross profits it was guaranteed to receive thereunder. WHEREFORE, Plaintiff MRC PARTNERS, INC. respectfully requests this Honorable Court enter judgment for it and against Defendant NARASHIMA BHOGAVALLI in the amount of $1,931,000.00, together with interest, costs, and punitive damages and such other relief as this Court deems just and proper. Respectfully Submitted: THE LAW FIRM OF MAY & MAY, P.C. 4330 Carlisle Pike Camp Hill, Pennsylvania 17011 (717) 612-0102 (telephone) Attorneys for MRC PARTNERS, INC. DATED: March 10, 2008 ` , Rotfert C. May, Esquire, Id No.. 5602 f VERIFICATION The undersigned, RICHARD PAYNE, hereby verifies and states that: 1. He is President of MRC PARTNERS, INC., Plaintiff herein. 2. He is authorized to make this verification on Plaintiffs behalf; 3. The facts set forth in the foregoing complaint are true and correct to the best of his knowledge, information and belief; and 4. He understands that false statements herein are made subject to the penalties of 18 Pa. C. S. § 4904, relating to unsworn falsification to authorities. DATED: RICHARD P E Exhibit B Complete items 1, 2, and 3. Also complete item 4 if Restricted Delivery is desired. ¦ Print your name and address on the reverse so that we can return the cans to you. 9• Attach this card to the back of the mailpiece, ? or on the front if space permits. 1. Article Addressed to: Te "c nam) C-% In e 1231 6(ee?tja4 Dirwo Sip 990 I r J Ih j, 7-X 75O 3 8' A. Sign X (Y?N ? Agent ? Addresses B. Received by (Printed Name) Cy Date ?f Delivery D. Is delivery address different from item 1? ? Yes If YES, enter delivery address below: ? No 3. Service Type rtfied Mail ? Express Mail Registered ? Return Receipt for Merchandise ? Insured Mail ? C.O.D. 4. Restricted Delivery? (Extra Fee) ? Yes 2. Article Number 7004 1350 0002 4775 7662 {Transfer from service label) PS Form 3811, February 2004 Domestic Return Receipt 102595-02-M-1540 1111I,'Complete items 1, 2, and 3. Also complete item 4 if Restricted Delivery is desired. ¦ Print your name and address on the reverse so thatme can return the cans to;you. 0. Attach this card to the back of the mailpiece, or on the front if space permits A. X ? Agent 1. Article Addressed to: B. Receivelfby (Printed Name) C. Date of Delivery 13-12 "ae D. Is delivery address dfferent from item 1? ? Yes If YES, enter delivery address below: ? No r{ (.rGtsArMa 6hOC5 Qt/&/// /Z'91 Xme-di-V& ? bir'Ve) -Ve 0 .Trvr V , 73- -7:56,3e 3. ice Type Certified Mali ? Express Mail ? Registered ? Return Receipt for Merchandise ? Insured Mail ? C.O.D. 4. Restricted Delivery? (Extra Fee) 0 Yes 2. Article Number :}. • '' • -• (ft nsfer from service label) 7 0 Q 4 3 fO't 0 D c 4 77 5 7 6 7 9 PS Form 3811, February 2004 Domestic Return Receipt 10295.02,M.1 c ? - - Faze THOMAS, THOMAS & HAFER, LLP Daniel L. Grill, Esquire I.D. No. 65339 305 North Front Street 6t' Floor PO Box 999 Harrisburg, PA 17108-0999 717) 255-7626 MRC PARTNERS, INC., Plaintiff V. TEKDYNAMICS, INC. and NARASHIMA BHOGAVALLI, Defendants --T; Attorneys for Defendants IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA No. 07-912 NOTICE OF FILING OF NOTICE OF REMOVAL TO THE PROTHONOTARY: Please take notice that the Defendants Tekdynamics, Inc. and Narashima Bhogavalli in the above matter did, on then day of April, 2008, file in the United States Middle District of Pennsylvania a Notice of Removal of this action at docket copy of the Notice of Removal is attached hereto. y TI by: Daniel 14 Grill, Esquire ?. I.D. No. 65339 305 North Front Street, 6t' Floor P.O. Box 999 Harrisburg, PA 17108-0999 (717) 237-7115 Attorneys for Defendants in for the -912. A LLP Y4Xx0? UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF PENNSYLVANIA MRC PARTNERS, INC., Plaintiff CIVIL ACTION - LAW NO. 408 CV 696 VS. TEKDYNAMICS, INC. and NARASHIMA BHOGAVALLI, Defendant JUDGE John E. Jones Electronically Filed Jury Trial Demanded NOTICE OF REMOVAL AND NOW, comes Defendants, Tekdynamics, Inc. and Narashima Bhogavalli, by and through their attorneys, Thomas, Thomas & Hafer, LLP, and file this Notice of Removal based upon the following: 1. On or about March 13, 2008, Plaintiff, MRC Partners, Inc., filed a Complaint against Defendants Tekdynamics, Inc. and Narashima Bhogavalli in the Court of Common Pleas of Cumberland County, Pennsylvania, at docket number 07-912. A copy of Plaintiff's Complaint is attached hereto as Exhibit A. 2. The Complaint was served on Defendants on or about March 17, 2008. 3. In the Civil Cover Sheet attached to Plaintiffs Complaint, Plaintiff represents that his causes of action are based upon breach of contract and fraud. Exhibit A. 4. Plaintiff claims that Defendants breached its written Agreement by not providing International and National Call Terminating Telecom Minutes. 5. Plaintiff alleges that Defendants made fraudulent misrepresentations as to written Agreement. (Exhibit A, Written Agreement) 6. The amount in controversy in the underlying action exceeds $75,000.00 exclusive of interest and costs, as on its face the Complaint seeks in excess of $1,931,000.00. 7. Defendants aver that diversity of the parties exists in this case as follows: a. Plaintiff is a Pennsylvania Business Corporation, conducting business in Cumberland County and has its principal office located at 875 Market Street in Lemoyne, PA 17011; and b. Defendant Narashima Bhogavalli is an adult individual with a business address of 1231 Greenway Drive, Irving, Texas 75038. C. Tekdynamics Inc. is a Texas business corporation domiciled in the State of Texas with a business address of 1231 Greenway Drive, Irving, Texas 75038. 8. This Court has jurisdiction over this matter pursuant to 28 U.S.C.A. § 1332, and the case is removed to this Court pursuant to 28 U.S.C.A. § 1441(b). 9. This Notice is filed within the time for removal set forth in 28 U.S.C.A. § 1446(b), since 30 days have not yet passed since Defendant was served with a copy of the initial pleadings setting forth the Plaintiff's claim for relief. 10. The written notice of filing of this Notice of Removal shall be given to all parties as required by 28 U.S.C.A. § 1446(b). 11. A true and correct copy of this Notice of Removal is being filed with the Prothonotary in the Court of Common Pleas of Cumberland County, Pennsylvania, as required by 28 U.S.C.A. § 1446(d). WHEREFORE, Defendants, Tekdynamics, Inc. and Narashima Bhogavalli, respectfully requests that this action be removed to the United States District Court for the Middle District of Pennsylvania. Respectfully submitted, THOMAS, THOMAS & HAFER, LLP by: Daniel L. Grill Daniel L. Grill, Esquire I.D. No. 65339 305 North Front Street, 6th Floor P.O. Box 999 Harrisburg, PA 17108-0999 (717) 237-7115 Attorneys for Defendants 584076.1 Case 4:08-cv-00696-JEJ Document 1-2 Filed 04/14/2008 Page 1 of 1 41Js44 (Rev. 12/07) C AU COVER SHEET The JS 44 civil cover sheet and the information contained herein neither replecenorsupplemernthefilingandserviceofpleadingsorotherpapersasr uiredbylaw, except as provided by , approved by the Judicial Conference o the United S tates in local rules of court. This form September 1974, is required for the use of the Clerk of?urt for the purpose of initiating the civil docket sheet. (SEE INSTRUCTIONS ON THE REVERSE OF THE FORM.) it. ka) rl,eul'N tJrra MRC Partners, Inc. (b) County of Residence of First Listed Plaintiff Cumberland County (EXCEPT IN U.S. PLAINTIFF CASES) (C) Attorney's (Firm Name, Address, and Telephone Number) Robert C. May; Esq., May & May, P.C., 4330 Carlisle Pike, Camp Hill PA 17011 717 612-0102 II. BASIS OF JURISDICTION (Place an "X" in One Box Only) III. O 1 U.S. Government Plaintiff d2 "U.S. Government Defendant O 3 Federal Question (U.S. Government Not a Party) DEFENDANTS TEKDYNAMICS, INC. and NARASHIMA BHOGAVALLI, County of Residence of First Listed Defendant Irving, Texas (IN U.S. PLAINTIFF CASES ONLY) NOTE: IN LAND CONDEMNATION CASES, USE THE LOCATION OF THE LAND INVOLVED. Attorneys (If Known) l Daniel L. Grill, Thomas Thomas & Hafer, LLC, 305 North Front Street Harrisburg, PA 17108 717 237-7115 ITIZENSEEW OF PRINCIPAL PARTIES(Plaee an-x- in one Box for Plain iff (For Diversity Caws Only) and One Box for Defendant) PTF DEF PTF DEF Citizen of This State O 1 0 1 Incorporated or Principal Place ? 4 04 ofBusinen In This Stain i )B 4:--Dive Tty I Citizen ofAtiotherState 0 2 ': 2 ...IncorporetedandPrincipal Place i•; ? 5 . 'p1 5 w (Indicate Citizenship ofPmtiea in ltem III) ofBusineas In Another State Citizen or Subject of a 0 3 0 3 Foreign Nation O 6 O 6 Foreign Country IV. NATURE OF SUI T (Place an "X" in One Box Only) t N l?r uh t ?Ir : tp, sls# t : jo-a?t.#8 R v-61, .: `. ts8 O 110 Insurance PERSONAL INJURY PERSONAL INJURY O 610 Agriculture 0 422 Appeal 28 USC 158 O 400 State Reapportionment O 120 Marine ? 310 Airplane 0 362 Personal Injury - 0 620 Odor Food & Drug O 423 Withdrawal 0 410 Antitrust 0 130 MillerAct 0 315 Airplane Product Med. Malpractice O 625 Drug Related Seizure 28 USC 157 O 430 Banks and Banking O 140 Negotiable Instrument Liability 0 365 Personal Injury - of Property 21 USC 881 O 450 Commerce 0 150 Recovery of overpayment O 320 Assault, Libel & Product Liability 0 630 Liquor Laws ==J ; . *F1 !:7 0 460 Deportation &Enforcementof7udgmeni Slander 13 368 Asbestos Personal 0 640 R.R. & Truck 0 820 Copyrights 0 470 Racketeer Influenced and O 151 Medicare Act O 330 Federal Employes' Injury Product 0 650 Airline Rep. 0 930 Patent Corrupt Organizations 0 152 Recovery of Defaulted Liability liability 0 660 Occupational 0 940 Trademark O 480 Consumer Credit Student Loans O 340 Madw PERSONAL PROPERTY Safety/Health 0 490 CabWSat TV (Excl. Veterans) 0 345 Marine Product O 370 Other Fraud O 690 Other O 810 Selective Service 0 153 Recovery of Ovetpsyment Liability O 371 Tntth in Lending °•'s- . - , --c LA'MR Idr%q t t."r?- = !t wn" 0 850 Scamities/Commodities/ ofvetersn'sBenefits O 350 Motor Vehicle 0 380 Other Personal O 710 Fair Labor Standards 0 861 HIA(1395ff) Exchange O 160 Stockholders' Suits O 355 Motor Vahiele Properly Damage Act 0 862 Black Lung (923) 0 873 Customer Challenge a 190 Other Contact Product Liability 0 385 Property Damage 0 720 Labor/Mgmt Relations O 863 DIWC/DIW W (405(8)) 12 USC 3410 O 195 Contact Product Liability O 360 Other Personal Product Liability O 730 Labor/MgmtReporting O 864 SSID Title XVt 0 890 Other Statutory Actions O 196 Franchise ' Wary & Disclosure Act O 865 RSI 405 O 891 Agricultural Acts 4 :?. IiePliRT1Yr G :: G . 4-rm !R1SO1V)11R+3I&TIION O 740 Railway Labor Act E $Z}i9?S u v 0 892 Econormc Stabilization Act O 210 Lend Condaamation 0 441 Voting 0 510 Motions to Vacate O 790 Other Labor Litigation 0 870 Taxes (U.S Plaintiff O 893 Environmental Matters 0 220 Foreclosure O 442 Employment Sentence O 791 Empl. Ret Ix. or Defendant) O 894 Energy Allocation Act 0 230 Rent Lease & Ejectment O 443 Horsing/ Habeas Corpus: Security Act O 871 IRS-Third Party O 995 Freedom of Information O 240 Torts to Land Accommodations • 530 General 26 USC 7609 . Act 0 245 Tort Product Liability 0 444 Welfero 535 Death Penalty 1MM16R lFIf1QN race i O 9DOAppeal of Fee Determination 0 290 All Other Real Property O 445 Amer. w/Disabilities - 540 Mandamus & Other O 462 Naturalization Application Under Equal Access Employment 550 Civil Rights 0 463 Habeas Comm - to Justice O 446 Amer. w/Diaabilities - 555 Prison Condition Alien Detainee. 0 950 Constitutionality of Other O 465 Other Immigration State Statutes 0 440 Other Civil Rights Actions V. ORIGIN (Place an "X" in One Box Only) Appeal to District IS[ 1 Original 0 2 Removed from 0.3 Remanded from O 4 Reinstated or p 5 Transferred from Q 6 Multidistri ct 0 7 Judge from Proceeding State Court Appellate Court Reopened another district Litigation Maagistrat e mcif y) t Cite the U.S. Civil tatuttee under}vhich o are fil ing o not cite jurisdictiona l statutes unless diversity): VI. CAUSE OF ACTION c t 2S IS L. e B f d i !!? e eser r on of ca use: C?• VII. REQUESTED IN . O CHECK IF THIS IS A CLASS ACTION DEMANDS J , yh ! CHECK YES only if demanded in complaint: COWLAI NT: UNDER F.R.C.P. 23 JURY DEMAND: if Yes O No VIII. RELATED CASE(S) IF ANY (Sae instructions): JUDGE DOCKET NUMBER DATE ( ' t4 l0 $ 1 L, SIGNATURE OF ATTO 4 -'? Y OF RECO : FOR OFFICE USE ONLY RECEIPT # AMOUNT APPLYING IFP JUDGE MAC. JUDGE Case 4:08-cv-00696-JEJ Document 1 Filed 04/14/2008 Page 1 of 4 UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF PENNSYLVANIA MRC PARTNERS, INC., Plaintiff CIVIL ACTION - LAW NO. VS. TEKDYNAMICS, INC. and NARASHIMA BHOGAVALLI, Defendant JUDGE Electronically Filed Jury Trial Demanded NOTICE OF REMOVAL AND NOW, comes Defendants, Tekdynamics, Inc. and Narashima Bhogavalli, by and through their attorneys, Thomas, Thomas & Hafer, LLP, and file this Notice of Removal based upon the following: 1. On or about March 13, 2008, Plaintiff, MRC Partners, Inc., filed a Complaint against Defendants Tekdynamics, Inc. and Narashima Bhogavalli in the Court of Common Pleas of Cumberland County, Pennsylvania, at docket number 07-912. A copy of Plaintiff s Complaint is attached hereto as Exhibit A. 2. The Complaint was served on Defendants on or about March 17, 2008. 3. In the Civil Cover Sheet attached to Plaintiff's Complaint, Plaintiff represents that his causes of action are based upon breach of contract and fraud. Exhibit A. Case 4:08-cv-00696-JEJ Document 1 Filed 04/1412008 Page 2 of 4 4. Plaintiff claims that Defendants breached its written Agreement by not providing International and National Call Terminating Telecom Minutes. 5. Plaintiff alleges that Defendants made fraudulent misrepresentations as to written Agreement. (Exhibit A, Written Agreement) 6. The amount in controversy in the underlying action exceeds $75,000.00 exclusive of interest and costs, as on its face the Complaint seeks in excess of $1,931,000.00. 7. Defendants aver that diversity of the parties exists in this case as follows: a. Plaintiff is a Pennsylvania Business Corporation, conducting business in Cumberland County and has its principal office located at 875 Market Street in Lemoyne, PA 17011; and b. Defendant Narashima Bhogavalli is an adult individual with a business address of 1231 Greenway Drive, Irving, Texas 75038. C. Tekdynamics Inc. is a Texas business corporation domiciled in the State of Texas with a business address of 1231 Greenway Drive, Irving, Texas 75038. 8. This Court has jurisdiction over this matter pursuant to 28 U.S.C.A. § 1332, and the case is removed to this Court pursuant to 28 U.S.C.A. § 1441(b). k Case 4:08-cv-00696-JEJ Document 1 Filed 04/14/2008 Page 3 of 4 9. This Notice is filed within the time for removal set forth in 28 U.S.C.A. § 1446(b), since 30 days have not yet passed since Defendant was served with a copy of the initial pleadings setting forth the Plaintiff s claim for relief. 10. The written notice of filing of this Notice of Removal shall be given to all parties as required by 28 U.S.C.A. § 1446(b). 11. A true and correct copy of this Notice of Removal is being filed with the Prothonotary in the Court of Common Pleas of Cumberland County, Pennsylvania, as required by 28 U.S.C.A. § 1446(d). WHEREFORE, Defendants, Tekdynamics, Inc. and Narashima Bhogavalli, respectfully requests that this action be removed to the United States District Court for the Middle District of Pennsylvania. Respectfully submitted, THOMAS, THOMAS & HAFER, LLP by: Daniel L. Grill Daniel L. Grill, Esquire I.D. No. 65339 305 North Front Street, 6th Floor P.O. Box 999 Harrisburg, PA 17108-0999 (717) 237-7115 Attorneys for Defendants 584076.1 Case 4:08-cv-00696-JEJ Document 1 Filed 04/14/2008 Page 4 of 4 CERTIFICATE OF SERVICE AND NOW, this 14th day of April, 2008, I, Daniel L. Grill, Esq. of the law firm of Thomas, Thomas & Hafer, hereby certify that I sent a true and correct copy of the foregoing document by placing a copy of the same in the United States Mail, postage prepaid, to the following: Robert C. May, Esq. The Law Firm of May & May, P.C. 4330 Carlisle Pike Camp Hill, PA 17011 /s Daniel L. Grill Daniel L. Grill Attorney ID 65339 584076.1 yd?? ? ?x ? Case 4:08-cv-00696-JEJ Document 1-3 Filed 04/14/2008 Page 1 of 12 THE LAW FIRM OF MA y & MAY, P. C. 4330 Carlisle Pike Camp Hill, PA 17011 Phone: 717.612-0102 Fax: 717-612-0103 MRC PARTNERS, INC. PLAINTIFF V. TEKDYNAMICS, INC. and NARASHIMA BHOGAVALLI DEFENDANTS ROBERT C. MAY, ESQUIRE Attorney for Plaintiff, ID# 65602 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY :.NO. 07-912 CIVIL ACTION -- LAW AND EQUITY JURY TRIAL DEMANDED r r NOTICE YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Complaint and Notice are served, by entering a written appearance personally or by attorney and filing in writing with the Court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against.you by the Court without further notice for any money claimed in the Complaint-or for any other claim or relief requested by the Plaintiff. You may lose money or property or other rights important to you. . YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU D.0 NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. LAWYER REFERRAL SERVICE CUMBERLAND COUNTY BAR ASSOCIATION 32 Bedford Street Carlisle, PA 17013 '71'7-249-3166 O I m ? = M D RI T_ r,3 U.. < Le han demandado a usted on In corte. Si usted quidre defenderse de estas demandas expuestas on las paginas siguientes, usted tiene viente (20) dies de plazo al partir de in, fecha de la demanda y la notifcacon. Usted debe presentar una apariencia escrita o on persona o por abodago y archivar en In corte en forma escrita sus defensas o sus objeciones a Ins demandas an contra de su persona. Sea avisado que si usted no se defiende, la corte tomara medidas y puede entrar una Orden contra usted sin previo aviso o notification y por cuaiquier quoin o alivio que es .pedido on la petition de demanda. Usted puede perder dinero o sus propiedades o ostros dereehos importantes pare usted. LLEVE ESTA DEMANDA A UN ABODAGO IMMEDIATAMENTE. SI NO TIENT ABOGADO 0 SI NO TIENE EL DiNERO SUFICIENTE DE PAGARTAL SERVICIO, VAYA EN PERSONA O LLAME. POR TELEFONO ALA OFICINA CUYA DIRECCION SE ENCUENTRA ESCRITA ABAJO PARA AVERIGUAR DONDE SE PUEDE CONSEGUIR'ASISTENCIA LEGAL. EXHIBIT LAWYER REFERRAL SERVICE CUMBERLAND COUNTY BAR ASSOCIATION nLO? 32 Bedford Street ? •?? ?•? Carlisle, PA 17013 Whw", I h m unto set m ban, 717-249-3166 •0 ft of ; rt at fi»rIISIS, IRd. fP OLAF Case 4:08-cv-00696-JEJ Document 1-3 Filed 04/14/2008 Page 2 of 12 THE LAW FIRM OF MAY do MAY, P, C. 4330 Carlisle Pike Camp Hill, PA 17011 Phone; 717-612-0102 Fax. 717-612-0103 ROBERT C. MAY, ESQUIRE Attorney for Plaintiff, IN 65602 MRC PARTNERS, INC. PLAINTIFF V. 7EKDYNAMICS, INC. and NARASHIMA BHOGAVALL.I DEFENDANTS IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY NO. 07-912 CIVIL ACTION -LAW AND EQUITY JURY TRIAL DEMANDED COMPLAINT . AND NOW, comes the Plaintiff, MRC PARTNERS, INC. by and through its attorneys, The Law Firm.of May & May, P.C., and Robert C. May, Esquire, and files this Complaint, as follows: 1. Plaintiff MRC PARTNERS, INC., a Pennsylvania business corporation, conducts business in Cumberland County, Pennsylvania, and has its principal office located at 875 Market Street, Lemoyne, PA 17011. 2. Defendant TEKDYNAMICS, INC. (hereinafter "TEKDYNAMICS") is a Texas business corporation domiciled in the State of Texas, with a business address of 1231 Greenway Drive, Irving, Texas, 75038. 3. Defendant NARASHIMA BHOGAVALLI is an adult individual with a business address of 1231 Gmenway Drive, Irving, Texas, 75038. 4. On April 22, 2005, Plaintiff MRC PARTNERS, INC. entered into a Written Agreement with Defendant TEKDYNAMICS for the exclusive distribution by Case 4:08-cv-00696-JEJ Document 1-3 Filed 04/14/2008 Page 3 of 12 Plaintiff MRC PARTNERS, INC. of International and National Call Terminating Telecom Minutes to be provided by Defendant TEKDYNAMICS. Said Written Agreement is attached as Exhibit "A" hereto (hereinafter the "Written Agreement"). -5. Pursuant to the Written Agreement, Plaintiff MRC PARTNERS, INC. paid Defendant TEKDYNAMICS $50,000.00 for its rights to the exclusive distributorship"upon'the executionanddeliverytof the Written Agreement. 6. In connection with the execution and delivery of the Written Agreement, Plaintiff MRC PARTNERS, INC. paid Defendant TEKDYAMICS an additional $5,000.00 upon the execution and delivery of the Written Agreement for the design of a web site to support the distributorship relationship. 7. On May 25, 2005, Plaintiff-M. RC PARTNERS, INC. paid Defendant TEKDYNAMICS $15,000.00 for the purchase of an initial block of minutes. 8. Pursuant to Paragraph 3 of the Written Agreement, Defendant TEKDYNAMICS provided to Plaintiff MRC PARTNERS, INC. the following guarantee: "[TekDynamics] guarantees GROSS Profits and associated total volume of minutes hereby reviewed and accepted by TekDynamics and MRC Partners as outline[d] [sic] and in "ATTACHMENT A". 9. "ATTACHMENT A" to the Written Agreement guaranteed call minutes during the-first twelve (12) months of the Written Agreement to Plaintiff MRC PARTNERS, INC. from nine (9) identified customers in the total amount of $1,931,400.00,'representing a total of 193,140,000 call minutes, with-a guaranteed gross profit of one cent ($0.01) per call minute. Case 4:08-cv-00696-JEJ Document 1-3 Filed 04/14/2008 Page 4 of 12 . 10. Defendant TEKDYNAMICS failed to provided any volume of minutes as outlined on "ATTACHMENT A" to the Written Agreement. 11. Defendant NARASHiMA HHOGAVALLI executed the Written Agreement in his capacity as, President and CEO of Defendant TEKDYNAMICS on April 22, 2005, including signing the "ATTACHMENT A" thereto. 12. Pursuant to Paragraph 6 of the Written Agreement, Plaintiff MRC PARTNERS, INC' shortly -afterentering into the Written Agreement, invested in and created ::- at a cost in excess ofV00,000 excluding costs of employees and overhead, a "CO-LO" place of business in Harrisburg, Pennsylvania, including "DS3 telecom connectivity and rack cabinet space." 13. Pursuant to Paragraph 6, of the Written Agreement, Plaintiff MRC PARTNERS, INC., shortly after entering into the Written Agreement, hired, appointed or contracted with several sales representatives to market additional calls beyond the guaranteed calls. -14. Plaintiff MRC PARTNERS, INC. repeatedly for several months thereafter contacted and continued to contact Defendant TEKDYNAMICS regarding the ongoing failure to provide any such calls. -16. Defendant TEKDYNAMICS failed to provide any satisfactory explanation regarding its failure to provide any such calls to Plaintiff MRC PARTNERS, INC. 16. Defendant TEKDYNAWCS.is liable to PLAINTIFF MRC PARTNERS, INC, for failing to deliver the guaranteed calls set forth in the Written Agreement. Case 4:08-cv-00696-JEJ Document 1-3 Filed 04/14/2008 Page 5 of 12 17. Defendants TEKDYNAMICS and NARASH MA BHOGAVALLI are liable to PLAINTIFF MRC PARTNERS, INC. with respect to making fraudulent misrepresentations causing damages as a result of fraudulently inducing the execution and delivery of the Written Agreement and further actions and expenditures in reliance thereon. COUNT I -BREACH OF CONTRACT :...... MRC PARTNERS:-INC y. TEKDYNANIICS. INC., 18. Plaintiff MRC PARTNERS, INC, repeats and incorporates by reference all of the preceding paragraphs as if set forth at length herein. 19. Pursuant to the Written Agreement between Plaintiff MRC PARTNERS, INC. and Defendant TEKDYNAMICS, Defendant TEKDYNAhCCS had a contractual obligation to provide the guaranteed calls-to Plaintiff URC PARTNERS, INC. 20. Defendant TEKDYNAMICS breached its contractual obligations to deliver calls to Plaintiff MRC PARTNERS, INC. 21. Defendant TEKDYNAMICS otherwise failed and refused to provide Plaintiff MRC PARTNERS, INC. the guaranteed call minutes to which it was entitled under the Written Agreement. 22. Plaintiff MRC PARTNERS, INC. has been harmed as a result of the aforementioned breaches by Defendant TEKDYNAMICS. 23. Defendant TEKDYNAMICS is liable to Plaint4ffMRC PARTNERS, INC. for the amount of the benefit of the bargain under the Written Agreement as a result Case 4:08-cv-00696-JEJ Document 1-3 Filed 04/14/2008 Page 6 of 12 of Defendant TEKDYNAMICS' breach of contract equal to the amount of gross profits it was guaranteed to receive thereunder. WHEREFORE, Plaintiff MRC PARTNERS, INC. respectfully requests this Honorable Court enter judgment for it and against Defendant TEKDYNAMICS in the amount of $1,931,400.00, together with interest and costs, and for such other relief as this Court deems just and proper. COUN'pII FRAUD . MRC PARTNERS, INC. V. TEKDYNANIICS, INC. 24. Plaintiff MRC PARTNERS, INC. repeats and incorporates by reference all of the preceding paragraphs as if set forth at length herein. 25. Pursuant to the Written Agreement, Defendant TEKDYNAhUCS had a contractual obligation to provide calls to Plaintiff MRC PARTNERS, INC. in the amounts _and from the customers listed on "ATTACHMENT A" to the Written Agreement. 26. By signing the Written Agreement, Defendant T7KDYNAMICS represented and guaranteed that Plaintiff MRC PARTNERS, INC. would be provided the calls in the amounts and from the dustomers listed on "ATTACHMENT A" to the Written Agreement. 27. Said representation and guarantee was material to the transaction at hand. 28. Defendant TEKDYNAMICS fraudulently misrepresented and fraudulently guaranteed that it would provide calls in the amounts and from the-customers listed on "ATTACHMENT A" to the Written Agreement., i Case 4:08-cv-00696-JEJ Document-1-3 Filed 04/14/2008 Page 7 of 12 29. At all times material hereto, Defendant TEKDYNAMICS knew or should have known that it would not provide calls in the amounts and from the customers guaranteed on "ATTACHMENT A" to the Written Agreement. 30, Defendant TEKDYNAMICS made said representation and guarantee falsely, with knowledge of its falsity or recklessness as to whether it was true or false. 31. Defendant TEKDYNAMICS made such false representation and guarantee with ';the intent of misleading PlaizitiffMRC PARTNERS, INC. into relying on it. ? II 32. Plaintiff MRC PARTNERS, INC. justifiably relied upon Defendant TEKDYNAMICS' written representation and guarantee, and was, therefore, .fraudulently induced to enter into the Written Agreement. 33. As aresult of TEKDYNAMICS' fraudulent inducement, Plaintiff MRC PARTNERS, INC..entered into the Written Agreement at substantial cost. 34. Plaintiff MRC PARTNERS, INC. has been harmed as a result of Defendant TEKDYNAMICS' fraudulent inducement. 35. The harm sustained by Plaintiff MRC PARTNERS, INC. was caused by its reliance on the written representation and guarantee falsely made by Defendant TEKDYNAMICS. 36. Defendant TEKDYNAMICS is liable to Plaintiff MRC PARTNERS,. INC. for the amount of the benefit of the bargain under the Written Agreement as a-result of Defendant TEKDYNAMICS' fraudulent inducement equal to the amount of . gross profits it was guaranteed to receive thereunder. WHEREFORE, Plaintiff MRC PARTNERS, INC. respectfully requests this Honorable Court enter judgment for it and against Defendant TEKDYNAMICS in the Case 4:08-cv-00696-JEJ Document 1-3 Filed 04/14/2008 Page 8 of 12 amount of $1,931,400.00, together with interest, costs, and punitive damages and such other relief as Phis Court deems just and proper, COUNT III - FRAUD MC PARTNERS, INC. V. NARASHIMA.BHOGAVALLI 37. Plaintiff MRC PARTNERS, INC, repeats and incorporates by reference all of the preceding paragraphs as if set forth at length herein. 38. Pursuant to the Written Agreement, Defendant TEKDYNAMICS had a contractual obligation to provide calls to Plaintiff MRC PARTNERS, INC. in the amounts and from the customers listed on "ATTACHMENT A" to the Written Agreement. 39, In signing the Written Agreement in his capacity as President and CEO of Defendant TEKDYNAMICS, Defendant NARASHIMA BHOGAVALLI was acting as an agent for Defendant TEKDYNAMICS. 40. By signing the Written Agreement, including his additional signature on "ATTACHMENT A," Defendant NARASHIMA. BHOGAVALLI represented and guaranteed that Plaintiff MRC PARTNERS, INC. would be provided the calls in the amounts and from the customers listed on "ATTACHMENT A" to the Written Agreement. 41. It is believed and -therefore averred that NARASHIMA BHOGAVALLI is either the sole owner or majority owner of TEKDYNAMICS. 42. It is believed, and therefore averred, that NARASHIMA BHOGAVALLI is in charge of making day-to-day business decisions for TEKDYNAMICS. - Case 4:08-cv-00696-JEJ Document 1-3 Filed 04/14/2008 'Page 9 of 12 43. It is believed, and therefore averred, that NAR.A.SHIMA BHOGAVALLI has utilized TEKDYNAMICS as an alter ego in perpetrating a fraud as set forth herein. 44. Defendant NARASHIMA BHOGAVALLI fraudulently misrepresented and fraudulently guaranteed that Defendant TEKDYNAMICS would provide calls in the amounts and from the customers listed on "ATTACHMENT A" to the Written Agreement. -45, Said representation and guarantee was material to the transaction at hand, 46. At all times material hereto, Defendant NARASHIMA BHOGAVALLI knew or should have known that Defendant TEKDYNANIICS would not provide calls in the amounts and-from,the customers listed on "ATTACHMENT A" to the Written Agreement. 47. Defendant NARASHIMA BHOGAVALLI wade said representation and guarantee falsely, with knowledge of its falsity or recklessness as to whether it was true or false, 48. Defendant NARASHIMA BHOGAVALLI made such false representation and guarantee with the intent of misleading Plaintiff MRC PARTNERS, INC. into relying on it. 49, Plaintiff MRC PARTNERS, INC. justifiably relied upon Defendant NARASHIMA BHOGAVALLI's written representation and. guarantee, and was, therefore, fraudulently induced to enter into the Written Agreement. Case 4:08-cv-00696-JEJ Document 1-3 Filed 04/14/2008 Page 10 of 12 50. As a result of NAR.ASHIMA BHOGAVALLI's fraudulent inducement, Plaintiff MRC PARTNERS, INC. entered into the Written Agreement at substantial cost. 51. Plaintiff MRC PARTNERS, INC, has been harmed as a result ofDefendant NARASMMA BHOGAVAUJ's fraudulent inducement. 52. The harm sustained byPlaintiff MRC PARTNERS, INC. was caused "by its reliance on the written representation and guarantee falsely made by Defendant. NARASIMvIA BHOGAVALLI. 53. Defendant NARA.SMMA BHOGAVALLI is liable to Plaintiff MRC PARTNERS, INC. for the amount of the benefit of the bargain under the Written Agreement as a result ofDefendant NARASHIMA BHOGAVALLI's fraudulent inducement equal to the amount of gross profits it was guaranteed to receive thereunder. WHEREFORE, Plaintiff MRC PARTNERS, INC. respectfully requests this Honorable Court enter judgmeni for it and against Defendant NARASEMIA BHOGAVALLI in the amount of $1,931,000.00, together with interest, costs, and punitive damages and such other relief as this Court deems just and proper. Respectfully Submitted: THE LAW FIRM OF MAY & MAY, P. C. 4330 Carlisle Pike Camp Hill, Pennsylvania 17011 (717) 612-0102 (telephone) Attorneys for MRC PARTNERS, INC., r DATED: March. 10, 2008 %% Rotfert C. May, Esquire, Id No. 602 Case 4:08-cv-00696=JEJ . Document 1-3 Filed 04/14/2008 Page 11 of 12 VERIFICATION The undersigned, RICHARD PAYNE, hereby verifies and states that: 1. He is President of MRC PARTNERS, INC., Plaintiff herein. 2. He is authorized to make this verification on Plaintiff s behalf; 3. The facts set forth in the foregoing complaint are true and correct to the best of his knowledge, information and belief; and 4. He understands that false statements herein are made subject to the penalties of 18 Pa. C. S. § 4904, relating to unswom falsification to authorities. DATED: ? /0 15?d /1i i RICHARD P Case 4:08-cv-00696-JEJ Document 1-3 Interest Accrual for Tekdynamics, Inc. Interest Rate 6.00% Filed 04/14/2008 Page 12 of 12 1 Ir ( MW t .•, 7M 005 Original Principal Interest Interest Date Amount Through Amount )01001 04/22/05 $ 55,000.00 12131105 $ 2,287.40 12/31/06 $ 3,300.00 3 03/01/07 $ 542.47 Total Accrued Interest -$-6,129.86 Total Principal & Interest $ 61,129.86 Original Principal Interest Interest --- Date Amount Through .... Amount 05/26/05 $ 15,000.00 12131105 $ 540.00. 12/31/06. $ 9D0.00 000 03/0-1/07 $ 147.95 Total Accrued Interest $ 1,587.95 Total Principal & Interest $ 167587.95 Overall Totals Total Accrued interest $ 7 Total Principal & Interest 77,717.81 • r SS,0M.OD ??? ? ? ?x Case 4:08-cv-00696-JEJ Document 1-4 Partners, Inc. Filed 04/14/2008 Page 1 of 10 Friday, April 22, 2005 EXCLUSIVE DISTRIBUTORSHIP AGREEMENT This Exclusive Distributorship Agreement ("Agreement"), made and effective this April 22nd, 2005, by and between TekDynamics Inc. ("Manufacturer") and MRC Partners, INC. ("Distributor"). Manufacturer desires to appoint Distributor, and Distributor desires to accept - appointment, as an exclusive'distributor of lnternational and National. Call Terminating.,, Telecom Minutes withm`n defined area as set forth herein: NOW, THEREFORE, in consideration of the mutual agreements promises set forth ,herein, the parties agree as follows: 1. Rights Granted. Manufacturer hereby grants to Distributor the exclusive right, on the terms and conditions contained herein, to purchase, inventory, promote and resell "Manufacturer's Products" (as defined below) within the following area (the "Territory"): The Entire United States and for all National and International Call Transfers. Nothing herein shall prevent or prohibit Manufacturer from selling any of Telecom Minutes directly to the following customers. Pre-Paid Calling Card and Pre-Paid Cellular for National and International minutes as well as both International and National TP call transfers. $50,000 is granted to TekDynamics for the licensing rights and guarantee that all International calls will be routed though MRC Telecom Gateway including all contracts and services associated with the '$7.5 million pre-payment to a Manufacturer's Bank of choice in Harrisburg Pennsylvania relating specifically herein as "The Ghana Project". MRC Partners, Inc. shall be liable for accepting the $6 million pre-payment, and financially managing the transactions and cash distributions andpayables for the term of this agreement under "Converatel, LLC". This deposit will be handed to Converatel, LLC no later than October I s', 2005. 2. Products. As used in this Agreement, the term "Manufacturer's Products" shall mean the products, related service parts and accessories manufactured and/or sold by Manufacturer as follows: VOIP / SIP and PSTN / TDM Telecommunication CLEC / ILEC Minutes and Minute Volume Plans. ?, tits d Case 4:08-cv-06696-JEJ Document 1-4 Filed 04/14/2008 Page 2 of 10 3. Terms of Sale. All sales of Telecom Minutes to Distributor shall be made pursuant to this Agreement at such prices and on such terms as Manufacturer shall establish from time to time on at least thirty (30) days notice. MRC Partners, INC, shall receive a flat 1 (one cent) for every call transfer from International and National Pre-paid Calling card and Cellular Calls. The Manufacturer guarantees GROSS Profits and associated total volume of minutes hereby reviewed and accepted by TekDynamics and MRC Partners as outline and in "ATTACHMENT A". It is hereby accepted.and known that Distributor, shall be liable for the payment of the 800 inbound services and for the carrier call termination costs as well as the upfront Equipment costs and contracts to all companies including XO Communisations, MCI Communications, TeIic Communications, Vision Communications. Distributor Manufacturer agrees to properly pack all items for shipment..Risk..gf loss,duexo damage or destruction of Telecom Minutes shall be.b:orne a by Distributor after delivery to the carrier for shipment. The shipper-Will -be'seIected,lrp ?- Manufacturer unless Distributor requests a reasonable alternative. All orders are subject to acceptance by Manufacturer. Except as otherwise expressly agreed by Manufacturer in advance, this Agreement shall control all aspects of the dealings between Manufacturer and Distributor with respect to the Telecom Minutes and AR / AP / GL and Total Volume of Minutes and all payable and revenue. assessments and payable distributions, financial accounting to be handled by MRC Partners, INC out of Harrisburg PA. -4. Payment. Distributor shall pay all charges due hereunder within thirty (30) days after the date of Manufacturer's invoice. Payment shall be made -as shown on the invoice. Manufacturer may impose a late payment charge of one-percent (1 %) per month on overdue amounts. i.. Marketing Policies. Distributor will at all times maintain adequate inventories of Telecom Minutes and will promote vigorously and -effectively the sale of Telecom Minutes through all channels of distribution prevailing in the Territory, in conformity with Manufacturer's established marketing policies and programs, 'Distributor will use its best efforts to sell Telecom Minutes to aggressive, reputable, and financially responsible dealers providing satisfactory consumer service throughout Distributor's primary marketing area. Distributor is authorized to enter into written agreements with its dealers relating to the purchase, resale and-service of Telecom Minutes on forms approved by Manufacturer for this purpose. 6. Distributor's General Duties. A. Distributor shall maintain a CO-LO place of business in the Territory Distributor shall provide maintenance service on Telecom Minutes sold in the Territory, using qualified personnel and subject to service policies satisfactory to Manufacturer. DS3 telecom connectivit , and rack cabinet space. Distributor also handles all cash, financial transactions and accounting for the agreement. Case 4:08-cv-00696-JEJ Document 1-4 Filed 04/14/2008 Page 3 of 10 B. Distributor shall hire sales personnel or appoint representatives to introduce, promote, market and sell Telecom Minutes in the Territory. ,Such. personnel andlor representatives shall be adequately trained by Distributor. Distributor shall employ sujicient numbers of sales personnel and/or representatives properly to market Telecom Minutes in the Territory. C. Distributor agrees not to engage in the distribution promotion, marketing or sale of.any goods or products that compete or conflict with Manufacturer's Products. Distributor agrees to supply to Manufacturer a. list of items handled by Distributor following Manufacturer's request to ensure that -no conflict exists. 7. Sales Policies and Merchandisine Policies. A. Sales quotas, giving reasonable regard to past performance and market potential of Manufacturer's Products, may be gstablished by Manufacturer from time to time. Distributor agrees to employ sales personnel of demonstrated capacity to attain such"quotas and consents to rewards directly to such personnel by Manufacturer in recognition of superior performance. B. Manufacturer will provide Distributor with merchandising assistance from time to time in-the form of-advertising programs, product and sales training and sales promotions. Distributor agrees fully to use such assistance in carrying out Manufacturer's merchandising and sales promotion policies. 8. Advertising Policies. Manufacturer will cooperate with Distributor and its dealers in providing for continuous and effective advertising and promotion of Telecom Minutes throughout the Territory, and Distributor agrees at Distributor's expense to participate in, actively promote and faithfully comply with the terms and conditions of such cooperative advertising and merchandising programs as Manufacturer may establish and offer to Distributor from time to time. Nothing herein shall prevent Distributor from independently advertising and marketing the Telecom Minutes within the Territory, provided the form and content of the advertising or marketing materials are approved by Manufacturer in advance. 9. Product Warranty Policies. In the event that any of the.VOIP Telecom Minutes are proved to Manufacturer's satisfaction to are less than normal quality and'do not adhere to our SLA's at time of sale to Distributor, Manufacturer will make an appropriate adjustment in the original sales price of such product or, at Manufacturer's election, replace the defective product. Manufacturer shall provide to Distributor information with respect to Manufacturer's limited warranty extended to the original consumer of Manufacturer's. Products. Case 4:08-cv-00696-JEJ Document 1-4 Filed 04/14/2008 Page 4 of 10 10. Indemnification. A. Manufacturer agrees to protect Distributor and hold Distributor harmless from any loss or claim arising out of inherent defects in any of Telecom Minutes existing at the time such product is sold by Manufacturer to Distributor, provided that Distributor gives Manufacturer immediate notice of any such loss or claim and cooperates fully with Manufacturer in the handling thereof. B. Distributor agrees to protect Manufacturer and hold Manufacturer harmless from any loss or claim arising out of the negligence of Distributor, Distributor's agents, employees or representatives in the installation, use, sale or servicing of Telecom Minutes or arising out of any representation or warranty made by Distributor; its agents, employeesnr1representations with respect to Telecom ..:. Minutes that exceeds Manufacturer's limited warranty. Further, in the event that any ofDistributor's•dealers shall, with respect to any of Telecom Minutes purchased from Distributor, fail to discharge the dealer's.obligations to the original consumer pursuant to the terms and conditions of Manufacturer's product warranty and consumer service policies, Distributor agrees to 'discharge promptly such unfulfilled obligations. 11. Order Processing and Returns. A. Manufacturer will employ its best efforts to fill Distributor's orders promptly on acceptance, but reserves the right to allot available inventories among distributors at its discretion. B. Except for Telecom Minutes that are defective at the time of sale to Distributor, Manufacturer shall not be obligated to accept any of Telecom Minutes that are returned to inventory or pre-paid. In the event such returns are accepted, Manufacturer may impose a CPM increase charge. 12. Financial Policies. Distributor acknowledges the importance to Manufacturer of Distributor's sound. financial operation and Distributor expressly agrees that it will: A. Maintain and employ in connection with Distributor's business and operations under this Agreement such working capital and net worth as may be required to enable Distributor properly and fully to carry out and perform all of Distributor's duties, obligations and responsibilities under this Agreement; B, Pay promptly-all amounts due Manufacturer in accordance with terms of sale extended by Mariufacturer from time to time; Case 4:08-cv-00696-JEJ Document 1-4 Filed 04/14/2008 Page 5 of 10 C. Furnish Manufacturer with financial statements in such form as Manufacturer may reasonably require from time to time for credit purposes; and D. Furnish, at Manufacturer's request, a detailed reconciliation of Manufacturer's statements of account with Distributor's records, listing all differences, and showing net amount Distributor acknowledges to be due Manufacturer. In addition to any other right or remedy to which Manufacturer may be entitled, shipments may be suspended-at Manufacturer's discretion in the event that Distributor fails to promptly and faithfully discharge each and every obligation in this Section. 13. Use of Manufacturer's Name. Distributor will.not use, authorize or permit the use of, the name "MRC Partners,, INC." or4 y atshe'r trademark" iradelamt"ciWned by Tvlanufacturer as•part of-its corporate or business name in any way. Distributor shall not contest the right of Manufacturer to exclusive use of any trademark or trade name used or claimed.by Manufacturer. Distributor may, subject'to Manufacturer's policies regarding reproduction of same, utilize Manufacturer's name, trademarks or logos in advertising on stationery and-business cards. 14. Relationship of the Parties. The relationship between Manufacturer and Distributor is that of vendor and vendee. Distributor, its agents and employees shall, under no circumstances, be deemed employees, agents or representatives of Manufacturer. Distributor will riot modify any of Telecom Minutes without written permission from Manufacturer. Neither Distributor nor Manufacturer shall have any tight to enter into any contract or commitment in the name of, or on behalf of the other, or to-bind the other in any respect whatsoever. 15. Term and Termination. Unless earlier terminated as provided below, the term of this Agreement shall commence May l st, 2005 and shall continue until May 2nd, 2010. At the end of the term, the Agreement shall continue until terminated by either party on at least ninety '(90) days prior notice. A. Manufacturer. may terminate at any time by written notice given to Distributor not less than ninety (90) days prior to the "effective date of such notice in the event Manufacturer decides to terminate all outstanding distributor agreements for Telecom Minutes and to offer a new or amended form of distributor agreement. Case 4;08-cv-00696-JEJ Document 1-4 Filed 04/14/2008 Page 6 of 10 B, Manufacturer may terminate this Agreement upon notice to'Distributor, upon any of the following events: (1) failure of Distributor to fulfill or perform any one of the duties, obligations or responsibilities of Distributor in this Agreement, which failure is not cured with twenty (20) days notice from Manufacturer; (2) any assignment or attempted assignment by Distributor of any interest in this agreement or delegation of Distributors obligations without Manufacturer's written consent (3) any sale, transfer or relinquishment, voluntary or involuntary, by ope radon of law or otherwise,, of any material interest in the direct or "` tnttii?c"t owrier'ship iii `any chdnge'iri the manage "t 6f Disiribljtor; (4) failure of Distributor for any reason to function in the ordinary course of business; (5) conviction in a court of competent jurisdiction of Distributor, or a manager, partner, principal officer or major stockholder of Distributor for any violation of law tending, in Manufacturer's opinion, to affect adversely the operation or business of Distributor or the good name, goodwill, or reputation of Manufacturer, products of Manufacturer, or Distributor; or (6) submission by Distributor to Manufacturer of false or fraudulent reports or statements, including, without limitation, claims for any refund, credit, rebate, incentive, allowance, discount, reimbursement or other payment by Manufacturer, 16. Obligations on Termination. On termination of this Agreement, Distributor shall cease to be an authorized -distributor of Manufacturer and: A. All amounts owing by Distributor to Manufacturer shall, notwithstanding prior terms of sale, become immediately due and payable; B. All UNSOLD contracts and Communication liabilities orders shall be cancelled without liability of either party to the other; C. Distributor will resell and deliver to Manufacturer on demand, free and clear of liens and encumbrances; such of Telecom Minutes and materials bearing Manufacturer's name as Manufacturer shall elect to repurchase, at a mutually agree price, but not in excess of Manufacturer's current price to distributors for such products and materials, provided that Manufacturer shall not be obligated to pay Distributor for any item originally provided free of charge; and Case 4:08-cv-00696-JEJ Document 1-4 Filed 04/14/2008 Page 7 of 10 D. Neither party shall be liable to the other because of such termination for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales, or on account of expenditures, investments, lease or commitments in connection with the business or goodwill of Manufacturer or Distributor or for any other reason whatsoever growing out of such termination. 17. Use of Name Prohibited. On termination of this Agreement, Distributor will remove and not thereafter- use any sign containing any trade name, logo or, trademark of Manufacturer including, but not limited to, "Converatel, LLC", and will immediately destroy all stationery, advertising matter and other printed matter in its possession or. under-itscontrol containing such name,.or any.:of. Manufacturers trademarks; trade names of .logos: Distributor will not at any time after " such termination use or permit any such trademark, trade name or logo to be used in any manner in connection with any business conducted by it or in which it may have an interest, or otherwise whatsoever as descriptive of or, referring to anything other than merchandise or products of Manufacturer. Regardless of the cause.of termination, Distributor will immediately take all appropriate steps to remove and cancel its listings in telephone books, and other directories, and public records, or elsewhere that contain the Manufacturer's name, logo or trademark. If Distributor fails to obtain such removals or cancellations promptly, Manufacturer may make application for such removals or cancellations on behalf of Distributor and in Distributor's name and in such event Distributor will render every assistance. 18. Acknowledrrments. Each party acknowledges that no representation or statement, and no understanding or agreement, has been made, or exists, and that in entering into this Agreement each party has not relied on anything done or said or on any presumption in fact or in law, (l) with respect to this Agreement, or to the duration,.termination or renewal of this Agreement, or with respect to the relationship between the parties, other than as expressly set forth in this Agreement; or (2) that in any way tends to change or modify the terms, .or any of them, of this Agreement or to prevent this Agreement becoming effective; or (3) that in any way affects or• relates to the subject matter hereof. Distributor also acknowledges that the terms and conditions of this Agreement, and each of them, are reasonable and fair and equitable. 19. Final Aereement. This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties. Case 4:08-cv-00696-JEJ Document 1-4 Filed 04/14/2008 Page 8 of 10 20. Assignment. Neither this Agreement nor any interest in this Agreement may be assigned by Distributor without the prior-express written approval of Manufacturer, which maybe. withheld by Manufacturer at Manufacturer's absolute discretion. 21, No Implied Waivers. Except as expressly provided in this Agreement, waiver by either party, or failure by either party to claim a default, of any provision of this Agreement shall not be a waiver of any default or subsequent default. 22 Notices: Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services. If to Manufacturer; Tekdynamics Inc. Narasimha Bhogavalli 1231 GreenwayDr., Suite 990 Irving TX 75038 Tel: 972-753-0017 x 102 Pax: 972-753-0717 Cell: 817-800=5726 www.tekdynamics.com If to Distributor: MRC Partners, INC. Max Clay 18 Pheasant Drive Kutztown, PA. 19530 610-585-1150 23. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the state of Pennsylvania. Case 4:08-cv-00696-JEJ Document 1-4 Filed 04/14/2008 Page 9 of 10 24. Severabilitv. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never-been included. 25. Headings. Headings used in this.Agreement are provided for convenience only and shall not be used to construe meaning or intent. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. Tekdynamics Inc. AMC Partners, INC. T 2ti ? By: By: Narasimha BhogavalIi Max Clay President / CEO President / CEO 'ATTACHMENT A: By signing and agreeing to this Distributorship Agreement, It is also hereby implied, accepted and 'warranted that TekDynamics is • consenting to a .commitment-to the following page for .a projected . Months 0-12 MRC NET Revenue Stream. of not less than $1.9 million per annum as defined by the Companies listed in this attachment Case 4:08-cv-00696-JEJ Document 1-4 Filed 04/14/2008 Page 10 of 10 MRC / TekDynamies Asreed to Net Revenue Customer name Business Info Annual Projected Revenue E-Mobile is a MVNO with agreements in place with Sprint, Verizon and Cingular, E-Mobile,. to resell their airtime under the "E-, $276,000.00 www.emobilepea.com Mobile private label. .E-Mobile sub'scribers' International calls will be terminated through Converatel network. Agent Network in place to distribute $ UTE, www,utelex.com and $10 pre-paid cards to the retail $375,000.00 market place. A Nationwide wireless 1SP in Ghana UTE-Ghana, with permits to operate International www.uteghana.com Gateway" and has -100,000 ISP $420,000.00 subscribers. Organizes sport meets for High school D & J Sports students. Wants to sell private label calling card to students who need to call $225,000.00 back home A group of travel agencies in the Dallas Travel Agencies area focusing on middle eastern $240'000.00 customers wishes to sell private label calling cards. .Call Shops around low income AG Networks neighborhoods for international LD and $25,400.00 Prepaid calling service Is a.company developing a chat service Host Quest based on our technology and will utilize $361500.00 services from Vision Communications. Part of the Dallas Hispanic Chamber of UniAmerica Commerce, UniAmerica helps in DistrIbutionof Private labled Pre-Paid $330,000.UO calling cards. A software consulting company looking for low cost telephony solutions. Infovision Currently we are building a router that $3,500.00 supports a clear channel DS3 and VOIP PRE (One Million, Nine t' ( Hundred and Months 0-12-Revenue Thirty One Commitment accepted and $1,9 1,400.0 Thousand, Four agreed to 7ekDynamics and Hundred Dollars MRC Partners, Inc. United States Currency) 11 "! V6 CERTIFICATE OF SERVICE AND NOW, on the 14thd day of April as well as the 17th day of April, 20081 I, Sue-Ellen Danielsen, an employee of the law firm of Thomas, Thomas & Hafer, hereby certify that I sent a true and correct copy of the foregoing documents by placing a copy of the same in the United States Mail, postage prepaid, to the following: Robert C. May, Esq. The Law Firm of May & May, P.C. 4330 Carlisle Pike Camp Hill, PA 17011 S e-Ellen Danielsen 584076.1 t?l r,.? c--7 ? ? /_ _ ?, i . --? } ?_? i .. .. (_ ;1 e ? ?+ .,r;M IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION- LAW MRC PARTNERS, INC. Plaintiff, No.: 07-912 v. C) ' LAI :Lc TEKDYNAMICS, INC. and 2rn t"? NARASHIMA BHOGAVALLIc1� N r:‹© Defendants n O PRAECIPE To the Prothonotary: Please mark the above captioned action as settled, satisfied, discontinued, and ended. THE LAW FIRM OF MAY& MAY, P.C. 4330 Carlisle Pike Camp Hill, Pennsylvania 17011 (717) 612-0102 Attorneys for Plaintiff MRC Partners, Inc. r 1 �_ By: Po a Robert C. May Identification No.: 65602 Date: December 11, 2013