FILED: NEW YORK COUNTY CLERK 01/06/ :16 AM INDEX NO /2017 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 01/06/2017

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1 FILED: NEW YORK COUNTY CLERK 01/06/ :16 AM INDEX NO /2017 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 01/06/2017 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK x UNIVERSITY VETERINARY SPECIALISTS, LLC Index No. Plaintiff, SUMMONS Venue is proper pursuant to v. 503(a of NY CPLR based on FOUR DIMENSIONAL DIGITAL IMAGING, Defendants residence and/or LLC d/b/a 4DDI EQUINE and GEORGE business location PAPAIOANNOU, JURY TRIAL AND DEMAND Defendants. x TO: THE ABOVE-NAMED DEFENDANTS: YOU ARE HEREBY SUMMONED to answer the complaint of the plaintiff herein and to serve a copy of your answer on the plaintiff at the address indicated below within 20 days after the service of this Summons (not counting the day of service itself, or within 30 days after service is complete if the Summons is not delivered personally to you within the State of New York. YOU ARE HEREBY NOTIFIED THAT should you fail to answer, a judgment will be entered against you by default for the relief demanded in the complaint. Dated: January 6, 2017 MEYNER AND LANDIS LLP By: Catherine Pastrikos Kelly, Esq. 90 Park Avenue, 17 th Floor New York, New York (t (f Attorneys for Plaintiff University Veterinary Specialists, LLC 1 of 25

2 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK x UNIVERSITY VETERINARY SPECIALISTS, LLC Index No.: Plaintiff, v. FOUR DIMENSIONAL DIGITAL IMAGING, LLC d/b/a 4DDI EQUINE and GEORGE PAPPAIOANNOU, Defendants. x VERIFIED COMPLAINT Plaintiff University Veterinary Specialists, LLC ( Plaintiff or UVS files this Verified Complaint against defendants Four Dimensional Digital Imaging, LLC d/b/a 4DDI Equine ( 4DDI and George Papaioannou ( Papaioannou and together with 4DDI, Defendants, upon personal knowledge as to its actions and upon information and belief as to all other matters, as follows: I. PRELIMINARY STATEMENT Dr. Apryle Horbal ( Dr. Horbal founded UVS with the help of her father, Mr. Anthony Horbal ( Mr. Horbal and together with Dr. Horbal, the Horbals, to provide compassionate, precise emergency veterinary care and specialty services to animals of all sizes in the Pittsburgh, Pennsylvania area. Before opening its doors for business in July 2016, UVS needed to purchase equipment, including a CT scanner. To this end, Plaintiff met Papaioannou, founder, inventor and 1 2 of 25

3 owner of 4DDI s technology and President of 4DDI, who represented to the Horbals that Defendants CT scanners were commercially ready, stable, capable of imaging all body parts for animals of all sizes and would be delivered to UVS for use in its veterinary hospital in August or September As a result of Defendants representations, UVS paid Defendants a $200,000 deposit on an Equimagine 2 machine, the model type of one of Defendants CT scanners. Thereafter, however, UVS discovered that many of Defendants critical representations about the Equimagine 2 and 4DDI s technology were not true. In addition, Defendants failed to deliver a machine to UVS by August or September 2016, despite UVS s repeated requests. As a result, UVS demanded the return of its $200,000 deposit. Defendants, however, have refused to return UVS s deposit. Accordingly, UVS files this suit for return of its $200,000 deposit, among other forms of relief. II. PARTIES A. Plaintiff 1. UVS is a full service 24-hour animal hospital offering a wide array of medical services to animals of all sizes in the greater Pittsburgh, Pennsylvania community. UVS is located at 2810 Washington Road, McMurray, Pennsylvania. B. Defendants 2. 4DDI is a Wisconsin corporation with offices located at 1363 Lincoln Avenue, Unit 8, Holbrook, New York and at 129 West 78 th Street, New York, New York DDI is engaged in developing, creating, marketing, selling and servicing robotic CT scanners for animals. Two of its products are the Equimagine 2 and the Equimagine of 25

4 3. Papaioannou is an individual who resides at 129 West 78 th Street, New York, New York Papaioannou is the President of 4DDI, inventor and owner of all of the patents related to 4DDI s technology. III. JURISDICTION AND VENUE 4. Pursuant to N.Y. Const. Art. 6, 7, the Court has jurisdiction over the subject matter of this action. 5. Pursuant to CPLR 503, venue is proper in New York County because Papaioannou resides in New York County and 4DDI has an office in New York County. IV. FACTUAL BACKGROUND A. Dr. Horbal Establishes UVS And Was Introduced To Defendants Technology While Procuring Equipment For UVS s Operations. 6. Dr. Horbal founded UVS with the help of her father, Mr. Horbal, to provide compassionate, precise emergency vet care and specialty services to animals of all sizes in the Pittsburgh, Pennsylvania area. 7. Dr. Horbal is residency-trained in the field of equine dentistry, oral surgery and upper airway disease. 8. Mr. Anthony Horbal is an entrepreneur with a proven track record of founding businesses and turning them into commercially successful enterprises. Mr. Horbal provided consulting advice to Dr. Horbal and UVS and conducted meetings with vendors on behalf of UVS, including Defendants. 9. UVS opened its doors as a full service 24-hour veterinary hospital in July UVS provides emergency trauma care, advanced veterinary surgical procedures, as well as 3 4 of 25

5 equine dental care and standing surgical procedures for horses and plans to expand their range of services in the months and years to come. 10. Before UVS opened for business, the Horbals were engaged in procuring the technology that UVS would need to operate. 11. One piece of equipment UVS required was a CT scanner in order to allow UVS s veterinarians to have detailed pictures of structures inside the bodies of the animals they treat. 12. In January 2016, Mr. Horbal attended a veterinary trade show in Orlando, Florida on behalf of UVS. There, Mr. Horbal met representatives from Universal Medical Systems, Inc. ( Universal Medical Systems, a distributor of veterinary MRI and CT units, including Defendants machines. 13. At the Orlando trade show, Mr. Horbal met Barry Canon, a representative from Universal Medical Systems, who marketed Defendants CT scanners and explained how Defendants technology worked. In particular, Mr. Canon explained that Defendants CT scanners, which include the Equimagine 2 and Equimagine 4 (together the Machines, consist of two or four robotic arms (depending on the model that swing around the animal and take 3D images. 14. In June 2016, Dr. Horbal met Mr. Canon at another veterinary conference in Denver, Colorado where they spoke about Defendants Machines. Dr. Horbal, however, wanted to conduct due diligence on Defendants technology and requested that Universal Medical Systems organize a meeting for the Horbals to meet Papaioannou and to view the technology. 4 5 of 25

6 B. Papaioannou Made False Representations To The Horbals About The Machines In An Effort To Induce UVS To Purchase One. 15. On June 24, 2016, the Horbals traveled to the Cornell Ruffian Equine Specialists Center (the Ruffian Center located in Elmont, New York, which has one of 4DDI s machines, to meet Papaioannou and to view how the Machines worked. 16. At that meeting, Papaioannou falsely represented to the Horbals that his Machines were commercially viable, stable and able to image all body parts for various types of animals, including horses and small animals, like dogs and cats. 17. Papaioannou showed the Horbals images purportedly created by the Machines of animal soft tissue structures, such as tendons and ligaments, which were extremely clear. 18. In addition, Papaioannou advised the Horbals that the Machines advanced motion correction would allow a user to image an animal that is awake and standing up eliminating the need for general anesthesia, which can be very dangerous to large or sick animals. 19. After meeting with Papaioannou and listening to Papaioannou s false representations about all that the Machines could purportedly do, the Horbals were excited because Papaioannou s representations indicated that his technology embodied what UVS required in a CT scanner. 20. In reliance on Papaioannou s representations about his technology and the Machines, UVS decided to purchase an Equimagine 2 and requested that Defendants deliver it by August or September Papaioannou informed the Horbals that in order to provide UVS with an Equimagine 2 in August or September 2016, Defendants required a deposit of $200,000 and the remainder of the purchase price at the time of installation. 5 6 of 25

7 22. On July 6, 2016, the Horbals traveled to New York City to meet again with Papaioannou and tendered a $200,000 check to Defendants as a down payment on an Equimagine At that meeting, Papaioannou reaffirmed to the Horbals that the Machines were commercially viable, stable, and able to image all body parts for various types of animals, including horses and small animals. 24. Thereafter, on June 29, 2016 and July 20, 2016, UVS paid for Papaioannou and/or other 4DDI engineers to travel to Pittsburgh to conduct site inspections of UVS to determine the best place at UVS s facilities to install the Equimagine 2. C. Papaioannou Sends UVS Purchase Orders That Did Not Reflect The Discussions Between The Parties And, As A Result, UVS Never Executed A Contract For The Purchase Of Any Machine. 25. On July 8, 2016, Papaioannou sent UVS a purchase order for the Equimagine 2 and requested that UVS agree to the terms listed therein by executing it. 26. The proposed purchase order, however, included terms that were different than the terms the Horbals discussed with Papaioannou. 27. Therefore, at a meeting with Papaioannou on July 15, 2016 in New York, New York, the Horbals requested that Papaioannou re-send them a purchase order that included the terms the parties discussed. At that meeting, Papaioannou reconfirmed that Defendants could deliver the Equimagine 2 to UVS in August or September The Horbals followed up with Papaioannou multiple times before he sent a revised purchase order on July 26, That revised purchase order, however, failed to reflect the discussions of the parties. 29. The Horbals again met with Papaioannou on July 27, 2016 to further address the discrepancies in the terms of the purchase and to again confirm that UVS would be receiving an Equimagine 2 in August or September of 25

8 30. Despite these meetings, UVS never executed a purchase order for the purchase of a Machine. D. The Horbals Discover Papaioannou s False Representations. 31. In anticipation of UVS s purchase of an Equimagine 2, Dr. Horbal traveled to the Ruffian Center on July 20, 2016 to receive training on the Machines. 32. Once Dr. Horbal arrived, however, she learned that 4DDI was not set up for training. During the two days she was there, Dr. Horbal only participated in scanning two horses. 33. Also during her training sessions, the engineer providing the training informed Dr. Horbal about the Equimagine 2 s limitations. 34. For example, contrary to Papaioannou s previous representations to the Horbals, Dr. Horbal learned that Papaioannou was still working on algorithms for scanning the shape of asymmetrical or irregular structures within a horse s body, such as heads and necks. Thus, to the extent UVS required images of those structures in an animal, the images created by the Equimagine 2 would not serve UVS s needs because they would not be accurate. 35. Dr. Horbal also discovered that the quality of images produced by the Equimagine 2 installed at the Ruffian Center of soft tissue structures, such as tendons and ligaments, was not what Papaioannou previously represented. Specifically, the images produced by the Machines at the Ruffian Center of soft tissue were not clear or detailed. Thus, in July 2016, Papaioannou misrepresented the capability of the Equimagine 2 because, in actuality, the Machines could not produce clear soft tissue images in its current phase of development. 36. Moreover, contrary to Papaioannou s representations, Dr. Horbal discovered that the Machines did not have a protocol for small animals. Thus, the Machines did not have the appropriate computer software to image dogs, cats and other small animals. Consequently, the Equimagine 2 would not likely not produce accurate images of those animals. 7 8 of 25

9 37. Dr. Horbal further discovered that, contrary to Papaioannou s previous representations that animals need not have anesthesia prior to being imaged by the Machines, Papaioannou was still perfecting the Machines motion correction software. Thus, to the extent an animal moved while being scanned, the images would not be diagnostic quality and would not serve UVS s needs. As a result, to the extent UVS scanned an animal using the Equimagine 2, that animal would need to be anesthetized. 38. Therefore, Dr. Horbal discovered that, despite Papaioannou s previous representations, the Machines at that time were not commercially ready, stable or capable of imaging all body parts of various animals without anesthesia. 39. After Dr. Horbal returned from training, Mr. Horbal met with David Zavagno, President of Universal Medical Systems, who advised that, as the distributor of Defendants technology, Universal Medical Systems was struggling to deliver Defendants Machines. 40. Specifically, Zavagno advised Mr. Horbal that despite collecting orders and deposits from customers, Papaioannou was not delivering Machines, only delivering portions of Machines and/or not fully installing Machines for customers. 41. Zavagno stated that he believed Defendants were undercapitalized and not financially in a position to deliver, install and finalize the technology on their Machines. 42. Zavagno further informed Mr. Horbal that despite paying a deposit and notwithstanding Papaioannou s representations that UVS would receive a Machine by August or September 2016, that UVS should not expect a Machine any time soon. 43. On August 24, 2016, the Horbals traveled again to 4DDI s offices in New York where, through discussions with 4DDI s engineers and others that have used the Machines, they 8 9 of 25

10 confirmed that all of Papaioannou s previous representations regarding the Machines were false. E. UVS Demanded Return Of Its Deposit So It Could Purchase Another CT Scanner. 44. As stated above, UVS requires a CT scanner to perform procedures on its animal patients. 45. Therefore, because Defendants falsely represented the capabilities of the Machines technology and because Defendants failed to deliver a Machine to UVS in August or September 2016, despite UVS having paid a deposit and made repeated requests for delivery, by letter, dated November 22, 2016, UVS formally demanded that Defendants return the $200,000 deposit. 46. Defendants, however, failed and refused to return the $200,000 deposit to UVS. 47. As a result of Defendants misrepresentations, not only has UVS been damaged by Defendants failure to refund their deposit, UVS has also been damaged by not being able to use a CT scanner in its business. 48. In particular, because Defendants failed to deliver the Machine when requested, UVS lost revenue and business as a result of not being able to utilize a CT scanner. 49. In addition, as a result of Defendants failure to return the deposit, UVS has not been able to procure another CT scanner for use on its patients. 50. As a result, Defendants have lost business and revenue from not being able to utilize this necessary technology of 25

11 V. CAUSES OF ACTION A. COUNT 1: VIOLATION OF THE PENNSYLVANIA UNFAIR TRADE PRACTICES AND CONSUMER PROTECTION LAW (Against All Defendants 51. Plaintiff repeats and realleges each and every allegation contained in the above paragraphs with the same force and effect as if more fully set forth herein. 52. Pursuant to 73 P.S (4(xxi, the Pennsylvania Unfair Trade Practices and Consumer Protection Law ( UTPCPL prohibits fraudulent or deceptive conduct which creates a likelihood of confusion or of misunderstanding. 53. During the course of their meetings, Defendants falsely represented to UVS that the Machines were commercially viable, stable and able to image all body parts for various types of animals, including horses and small animals, like dogs and cats, without anesthesia. To induce reliance, Defendants showed UVS images purportedly created by the Machines of animal soft tissue structures, such as tendons and ligaments, which were extremely clear. 54. After paying the deposit and travel expenses in connection with UVS s purchase of a Machine, however, UVS discovered that Defendants representations about the Machines were false. 55. For example, contrary to Defendants previous representations to UVS, the Machines could not accurately scan asymmetrical or irregular structures within the body, such as heads and necks. Thus, to the extent UVS needed to scan those structures in various animals, the images would not be accurate. 56. In addition, Defendants made false representations to UVS regarding the Machines quality of soft tissue images. Before paying the deposit, Defendants showed UVS clear images of of 25

12 soft tissue structures, which Defendants falsely claimed the Machines could produce. In actuality, however, the soft tissue images created by the Machines did not contain the requisite clarity or detail reflected in the images Defendants provided before receiving the deposit. Thus, Defendants made false representations about the quality of the images and the current capability of the Machines. 57. Moreover, contrary to Defendants representations, the Machines did not have the appropriate computer software to accurately image small animals, such as dogs and cats. 58. Dr. Horbal further discovered that, contrary to Papaioannou s previous representations, animals would require anesthesia to be properly scanned because Papaioannou was still perfecting the Machines motion correction software. Thus, to the extent an animal moved while being scanned, the images would not be diagnostic quality and would not serve UVS s needs. 59. Defendants misrepresentations to Plaintiff regarding the functionality of the Machines created confusion and misunderstanding because Plaintiff believed Defendants representations about the Machines to be true when they, in fact, were not. 60. Defendants conduct in selling the Machines is directed to consumers at large because Defendants are marketing the Machines to other consumers using the same misrepresentations asserted to Plaintiff. 61. As a direct and proximate result of Defendants fraudulent misrepresentations, UVS has suffered damages, including but not limited to: (a the $200,000 deposit it paid for purchase of the Equimagine 2, which Defendants refuse to reimburse, despite not having delivered the Machine; (b travel expenses UVS paid in connection with the purchase of an of 25

13 Equimagine 2; and (c the business and profits UVS lost in not being able to use a CT scanner in its business. 62. Pursuant to the UTPCPL, UVS is also entitled to an award of treble damages and reasonable attorneys fees and costs. B. COUNT 2: VIOLATION OF SECTION 349(a OF THE N.Y. GENERAL BUSINESS LAW (Against All Defendants 63. Plaintiff repeats and realleges each and every allegation contained in the above paragraphs with the same force and effect as if more fully set forth herein. 64. Defendants falsely represented to UVS that the Machines were commercially viable, stable and able to image all body parts for various types of animals, including horses and small animals, like dogs and cats without anesthesia. In addition, Defendants showed UVS images purportedly created by the Machines of animal soft tissue structures, such as tendons and ligaments, which were extremely clear. 65. After paying the deposit and travel expenses in connection with UVS s purchase of a Machine, however, UVS discovered that Defendants representations about the Machines were false. 66. For example, contrary to Defendants previous representations to UVS, the Machines could not accurately scan asymmetrical or irregular structures within the body, such as heads and necks. Thus, to the extent UVS needed to scan those structures in various animals, the images would not be accurate. 67. In addition, Defendants made false representations to UVS regarding the Machines quality of soft tissue images. Before paying the deposit, Defendants showed UVS clear images of soft tissue structures, which Defendants falsely claimed the Machines could produce. In actuality, however, the soft tissue images created by the Machines did not contain the of 25

14 requisite clarity or detail reflected in the images Defendants provided before receiving the deposit. Thus, Defendants made false representations about the quality of the images and the current capability of the Machines. 68. Moreover, contrary to Defendants representations, the Machines did not have the appropriate computer software to accurately image small animals, such as dogs and cats. 69. Dr. Horbal further discovered that, contrary to Papaioannou s previous representations that animals did not require anesthesia to be imaged, Papaioannou was still perfecting the Machines motion correction software. Thus, to the extent an animal moved while being scanned, the images would not be diagnostic quality and would not serve UVS s needs. 70. Defendants misrepresentations to Plaintiff regarding the functionality of the Machines were deceptive and material because, as a result, Plaintiff relied on Defendants misrepresentations and paid Defendants a $200,000 deposit for an Equimagine 2 and paid thousands of dollars in travel expenses in connection with UVS s purchase of a Machine. 71. Defendants conduct in selling the Machines is consumer-oriented because Defendants are marketing the Machines to other consumers using the same misrepresentations asserted to Plaintiff. 72. As a direct and proximate result of Defendants fraudulent misrepresentations, UVS has suffered damages, including but not limited to: (a the $200,000 deposit it paid for purchase of the Equimagine 2, which Defendants refuse to reimburse, despite not having delivered the Machine; (b travel expenses UVS paid in connection with the purchase of an Equimagine 2; and (c the business and profits UVS lost in not being able to use a CT scanner in its business of 25

15 73. Pursuant to New York law, UVS is also entitled to an award of treble damages and reasonable attorneys fees and costs. C. COUNT 3: FRAUD (Against All Defendants 74. UVS repeats and realleges each and every allegation contained in the above paragraphs with the same force and effect as if more fully set forth herein. 75. During the course of their meetings, Defendants falsely represented to UVS that the Machines were commercially viable, stable and able to image all body parts for various types of animals, including horses and small animals, like dogs and cats without anesthesia. To induce reliance, Defendants showed UVS images purportedly created by the Machines of animal soft tissue structures, such as tendons and ligaments, which were extremely clear. 76. UVS relied on the representations made by Defendants and, as a result, paid Defendants a $200,000 deposit for an Equimagine 2 and paid thousands of dollars in travel expenses in connection with UVS s purchase of a Machine. 77. After paying the deposit, however, UVS discovered that Defendants representations about the Machines were false. 78. For example, contrary to Defendants representations to UVS, the Machines could not accurately scan asymmetrical or irregular structures within the body, such as heads and necks. Thus, to the extent UVS needed to scan those structures in various animals, the images would not be accurate. 79. In addition, Defendants made false representations to UVS regarding the Machines quality of soft tissue images. Before receiving the deposit, Defendants showed UVS clear images of soft tissue structures, which Defendants falsely claimed the Machines could produce. In actuality, however, the soft tissue images created by the Machines did not contain the of 25

16 requisite clarity or detail reflected in the images Defendants provided before receiving the deposit. Thus, Defendants made false representations about the quality of the images and the current capability of the Machines. 80. Moreover, contrary to Defendants representations, the Machines did not have the appropriate computer software to accurately image small animals, such as dogs and cats. 81. Dr. Horbal further discovered that, contrary to Papaioannou s previous representations that animals did not require anesthesia to be imaged, Papaioannou was still perfecting the Machines motion correction software. Thus, to the extent an animal moved while being scanned, the images would not be diagnostic quality and would not serve UVS s needs. 82. Defendants made the misrepresentations about the Machines functionality, productivity and applications to UVS with knowledge of their falsity and with the intention that UVS rely on the misrepresentations to induce UVS to purchase a Machine from Defendants. 83. UVS detrimentally relied on Defendants false representations regarding the functionality, productivity and applications of the Machines and paid Defendants a $200,000 deposit based on that reliance and paid thousands of dollars in travel expenses in connection with UVS s purchase of a Machine. 84. UVS reasonably relied on Defendants misrepresentations because the information provided by Defendants about the Machines was uniquely within Defendants knowledge. In addition, UVS was not aware of any facts indicating Defendants representations were false. 85. As a direct and proximate result of Defendants fraudulent misrepresentations, UVS has suffered damages, including but not limited to: (a the $200,000 deposit it paid for purchase of the Equimagine 2, which Defendants refuse to reimburse, despite not having delivered of 25

17 the Machine; (b travel expenses UVS paid in connection with the purchase of an Equimagine 2; and (c the business and profits UVS lost in not being able to use a CT scanner in its business. 86. UVS is also entitled to an award of exemplary and punitive damages against Defendants because their conduct was wanton and willful as a result of their conscious and deliberate disregard for UVS s interests. D. COUNT 4: FRAUD IN THE INDUCEMENT (Against All Defendants 87. UVS repeats and realleges each and every allegation contained in the above paragraphs with the same force and effect as if more fully set forth herein. 88. During the course of their meetings, Defendants falsely represented to UVS that the Machines were commercially viable, stable and able to image all body parts for various types of animals, including horses and small animals, like dogs and cats without anesthesia. To induce reliance, Defendants showed UVS images purportedly created by the Machines of soft tissue structures, such as tendons and ligaments, which were extremely clear. 89. Defendants knew, however, at the time that those representations regarding the Machines were not true. 90. For example, Defendants knew that the Machines could not accurately scan asymmetrical or irregular structures within the body, such as heads and necks at that time. Thus, to the extent UVS needed to scan those structures in various animals, the images would not be accurate. 91. In addition, Defendants knew the representations to UVS regarding the quality of soft tissue images was not true. Before paying a deposit, Defendants showed the Horbals images of soft tissue that they represented was the capability of the Machines. In actuality, of 25

18 however, the Machines images of soft issue structures did not contain the requisite clarity or detail. Thus, the soft tissue images Defendants showed UVS that Defendants represented was the current capability of the Machines was not in actuality what the Machines could produce. 92. Moreover, despite their representations to the contrary, Defendants knew the Machines did not have the appropriate computer software to accurately image small animals, such as dogs and cats. 93. Further, Defendants knew that the Machines motion correction software was still being perfected. Thus, despite Defendants representations to the contrary, animals would need to be put under anesthesia to be imaged because, to the extent an animal moved while being scanned, the images would not be diagnostic quality and would not serve UVS s needs. 94. Defendants made the false representations about the Machines in an effort to induce UVS to purchase a Machine. 95. Indeed, in reliance on the representations made to UVS with regard to the condition and functionality of the Machines, UVS paid Defendants a $200,000 deposit for a Machine and paid thousands of dollars in travel expenses in connection with UVS s purchase of a Machine. 96. UVS reasonably relied on Defendants misrepresentations because the information provided by Defendants about the Machines was uniquely within Defendants knowledge. In addition, UVS was not aware of any facts indicating Defendants representations were false. 97. As a direct and proximate result of Defendants fraudulent misrepresentations, UVS has suffered damages, including but not limited to: (a the $200,000 deposit it paid for purchase of 25

19 of the Equimagine 2, which Defendants refuse to reimburse, despite not having delivered the Machine; (b travel expenses UVS paid in connection with the purchase of an Equimagine 2; and (c the business and profits UVS lost in not being able to use a CT scanner in its business. 98. UVS is also entitled to an award of exemplary and punitive damages against Defendants because their conduct was wanton and willful as a result of their conscious and deliberate disregard for UVS s interests. E. COUNT 5: UNJUST ENRICHMENT (Against All Defendants 99. UVS repeats and realleges each and every allegation contained in the above paragraphs with the same force and effect as if more fully set forth herein UVS paid Defendants a $200,000 deposit against the purchase price of an Equimagine 2, which was to be delivered in August or September The parties never executed a written agreement regarding the terms of UVS s purchase of an Equimagine After tendering the deposit, however, UVS discovered that Defendants representations regarding the capability and productivity of the Machines was false In addition, UVS learned that Defendants have been unable to deliver Machines to other customers who had paid deposits and Defendants failed to deliver UVS s Equimagine 2 in August or September 2016, despite UVS s repeated requests Indeed, Defendants have still not delivered an Equimagine 2 to UVS As a result of Defendants false representations and Defendants failure to deliver an Equimagine 2 as promised, UVS demanded return of its $200,000 deposit of 25

20 106. Defendants, however, refused to refund UVS s $200,000 deposit and, thus, have benefitted to the detriment of UVS Accordingly, Defendants have been unjustly enriched and equity and good conscience require that UVS be restored its $200,000 deposit. F. COUNT 6: MONEY HAD AND RECEIVED (Against All Defendants 108. UVS repeats and realleges each and every allegation contained in the above paragraphs with the same force and effect as if more fully set forth herein After meeting with Defendants, UVS paid a $200,000 deposit to Defendants toward the purchase price for an Equimagine 2, which was to be delivered in August or September After tendering the deposit, on multiple occasions, UVS requested confirmation that Defendants would be able to deliver an Equimagine 2 to UVS in August or September UVS discovered, however, that Defendants representations regarding the capability and productivity of the Machines was false. In addition, UVS learned that Defendants have been unable to deliver Machines to other customers who have paid deposits. Defendants failed to deliver the Equimagine 2 to UVS in August or September 2016, despite UVS s repeated requests Indeed, Defendants have still not delivered an Equimagine 2 to UVS As a result of Defendants false representations and the fact that Defendants failed to deliver an Equimagine 2 as promised, UVS demanded return of its $200,000 deposit Defendants, however, inexplicably refused to refund UVS s $200,000 deposit and, thus, have benefitted to the detriment of UVS of 25

21 115. Given the Defendants failure to deliver the Equimagine 2, coupled with Defendants misrepresentations about the capability and productivity of the Machines, Defendants have no right or entitlement to the $200,000 deposit paid by UVS and, therefore, the funds should be returned to UVS Equity and good conscience provide that the Defendants should not be permitted to keep the $200,000 deposit and, therefore, it should be returned to UVS Accordingly, UVS is entitled to return of its $200,000 deposit UVS is also entitled to an award of exemplary and punitive damages against Defendants because their conduct was wanton and willful as a result of their conscious and deliberate disregard for UVS s interests. G. COUNT 7: CONVERSION (Against All Defendants 119. UVS repeats and realleges each and every allegation contained in the above paragraphs with the same force and effect as if more fully set forth herein UVS paid a $200,000 deposit to Defendants for an Equimagine 2 to be delivered in August or September After paying the deposit, UVS repeatedly requested confirmation that Defendants would be capable of delivering an Equimagine 2 in August or September Subsequent to paying the deposit, UVS also learned that Defendants made false representations regarding the capability and productivity of the Machines and that Defendants failed to deliver Machines to other customers who have paid deposits. Defendants failed to deliver UVS s Machine in August or September 2016, despite UVS s repeated requests Indeed, Defendants have still not delivered an Equimagine 2 to UVS of 25

22 124. As a result of Defendants false representations and the fact that Defendants did not deliver a Machine as promised, UVS requested return of its $200,000 deposit Defendants, however, refused to return UVS s $200,000 deposit, improperly exercising dominion and control of the $200, Thus, Defendants have interfered with UVS s right of possession in the $200,000 deposit Accordingly, UVS is entitled to the return of its $200,000 deposit UVS is also entitled to an award of exemplary and punitive damages against Defendants because their conduct was wanton and willful as a result of their conscious and deliberate disregard for UVS s interests. VI. DEMAND FOR RELIEF WHEREFORE UVS respectfully requests that this Court enter a judgment in its favor against Defendants, jointly and severally, awarding UVS the following relief: 1. Compensatory damages in the amount of $200,000 plus travel expenses and lost business and profits; 2. Exemplary, punitive and treble damages; 3. Interest, costs, and disbursements of this action, including reasonable attorney s fees; and 4. Such other and further relief as this Court deems just and proper of 25

23 Dated: January 6, 2017 MEYNER AND LANDIS LLP Catherine Pastrikos Kelly 90 Park Avenue 17 th Floor New York, New York Attorneys for Plaintiff University Veterinary Specialists, LLC of 25

24 JA1J/04/2017/ViED 01: 03 PM University Vetrinary FAX No, p, 002/003 STATE OF PENNSYLVANIA COUNTY OF ALLEGHENY VERIFICATION APRYLE HORBAL, being duly sworn, deposes and says such. 1. Deponent is an officer of Plaintiff in this action and is authorized to act as 2. Deponent has read the foregoing Verified Complaint and knows the contents thereof, and the same are true to the deponent's own knowledge, except as to those matters therein stated to be alleged ~lpon information and belief, and as to those matters, deponent believes them to be true. Sworn to before me this 5~"day of ~"""'1" ' COMMONW~ru TH OF PENNSYLVANIA Notart'l Seat Mi!lIS$a L. Maida, Notary Public City of PltIsb"r~h, AlieghollY O:>unty My (»mml$$lon E;.:i;', Feb. ~ ME~B~1l, PENNSYLVANlA ASSOClmON OF MYtAAlES of 25

25 JAIJ/04/2017/V1ED 01: 03 PM University Vetrinary FAX No, p, 003/003 CERTIFICATE OF CONFORMITY STATE OF PENNSYLVANIA COUNTY OF ALLEGHENY The undersigned hereby certifies that s/he is an Attorney in the State of Pennsylvania, s/he is fully acquainted with the laws of the State of Pennsylvania, and that the foregoing acknowledgement by Dr. Apryle Horbal, named in the foregoing Verification, taken before, a notary public, was taken in the manner prescribed by such laws of the State of Pennsylvania, being the state in which it was taken, aud that it duly conforms with such laws and is in all respects valid and effective in such state. An Attorney at Law State of Pennsylvania of 25