State Court of Fulton County

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Transaction ID: 56345633
Date: Nov 17 2014 01:16PM

IN THE STATE COURT OF FULTON COUNTY

STATE OF GEORGIA
DOUGLAS JOSEPH WARSTLER,

Cicely Barber, Clerk

Civil Division

Civil Action No. :

Plaintiff,

COMPLAINT FOR:
(1) BREACH OF EXPRESS
PARTNERSHIP/JOINT
VENTURE AGREEMENT;

vs.
YIK YAK, INC.; STEPHEN BROOKS
BUFFINGTON; TYLER STEVEN
DROLL; AND DOES 1-25,

(2) BREACH OF IMPLIED

PARTNERSHIP/JOINT
VENTURE AGREEMENT;

Defendants.

(3) BREACH OF FIDUCIARY

DUTY;
(4) WRONGFUL DISSOLUTION
OF PARTNERSHIP;
(5) TORTIOUS INTERFERENCE
WITH FIDUCIARY DUTY;
(6) PUNITIVE DAMAGES; AND
(7) ATTORNEYS FEES AND
LITIGATION EXPENSES
JURY TRIAL DEMANDED
COMPLAINT FOR DAMAGES
Plaintiff Douglas Joseph Warstler (Plaintiff) files this Complaint for
Damages against Defendants Yik Yak, Inc. (Yik Yak), Stephen Brooks
Buffington (Buffington), and Tyler Steven Droll (Droll) based on the
following:

INTRODUCTION AND NATURE OF THE COMPLAINT

1.
This is a case of betrayal by greedy co-founders of a tech start-up. Plaintiff
brings this action to obtain relief from the betrayal and breach of fiduciary duty
committed by his former business partners and fraternity brothers at Furman
University, Defendants Stephen Brooks Buffington and Tyler Steven Droll, over a
start-up the three of them co-founded, now universally known as Yik Yak.
Plaintiff, Buffington, and Droll partnered up to work and pool money together to
develop and market various mobile applications including Yik Yak, a social media
mobile application that allows people to post anonymously to other users within a
1.5 mile radius. The three of them agreed, in writing and orally, to split ownership
of the Yik Yak partnership into 1/3 each. After acknowledging in writing
Plaintiffs ownership interest in the Yik Yak partnership and unsuccessfully
attempting to buy Plaintiff out, Buffington and Droll did the unthinkable: they
brazenly kicked Plaintiff out of the partnership and claimed that Plaintiff owned
nothing in Yik Yak. To cover things up and erase any evidence of Plaintiffs
ownership, Buffington and Droll dissolved the company under which they and
Plaintiff co-developed and co-owned Yik Yak, and transferred the companys only
assetthe Yik Yak applicationinto a newly-created company.
2.
Due in part to Plaintiffs contribution, Yik Yak has become one of the
fastest-growing and frequently-downloaded mobile applications in history. Less
than a year after its launch on Apples iTunes store in late 2013, Yik Yak has
recently become as high as the third most downloaded free application in the
world, sometimes more popular than other tech stalwarts such as Facebook,
Snapchat, Instagram or YouTube. Yik Yak was called the next Twitter by news
publications. Upon information and belief, Yik Yak has already received over $10
2

million and is about to receive another $75 million in investment from venture
capitalists. The Facebook official in charge of building a competing anonymous
application reportedly admitted that [t]he real tech story is that Yik Yak is
blowing up Although Buffington and Droll have been trying to erase Plaintiff
from this story, they will be unable to do so. Indeed, contemporaneous documents,
including writings authored by Buffington and Droll, show that Plaintiff was a cofounder and co-owner of the Yik Yak partnership. By this action, Plaintiff seeks to
have his rights and interests restored to what they would have been but for the
Defendants betrayal.

PARTIES, JURISDICTION, AND VENUE

3.
Plaintiff Douglas Warstler (Plaintiff) is an individual who resides in the
State of Tennessee. He graduated summa cum laude from Furman University in
2014 with a Bachelor of Science in Computer Science and Mathematics. He is
currently completing a Master of Accountancy Valuation at Vanderbilt University
- Owen Graduate School of Management.
4.
Upon information and belief, Defendant Yik Yak, Inc. is a Delaware
corporation with its principal office and place of business located in Fulton
County, in the Atlanta Tech Village at 3423 Piedmont Road NE, Atlanta, Georgia
30305. Yik Yaks registered agent for service of process is National Registered
Agents, Inc., located at 1201 Peachtree Street NE, Atlanta, Georgia 30361.
5.
Upon information and belief, Defendant Stephen Brooks Buffington
(Buffington) is an individual who resides in Atlanta, Fulton County, Georgia.

6.
Upon information and belief, Defendant Tyler Steven Droll (Droll) is an
individual who resides in Atlanta, Fulton County, Georgia, or in Duluth, Gwinnett
County, Georgia. Venue in this Court is proper as to Defendant Droll because one
or more of the Defendants resides in Fulton County for venue purposes, and the
Defendants are joint tortfeasors as alleged below.
7.
Buffington and Droll are collectively referred to as the Individual
Defendants. Yik Yak, Inc. and the Individual Defendants are collectively referred
to as Defendants.
8.
Plaintiff is unaware of the true names and capacities, whether individual,
corporate, associate or otherwise, of defendants Does 1 through 25, inclusive, or
any of them, and therefore sues these defendants, and each of them, by such
fictitious names. The Doe defendants include persons and entities assisting or
acting in concert with the named defendants in connection with the actions
complained of herein and include persons and entities that are responsible in some
manner for the acts, occurrences and liability hereinafter alleged and referred to.
9.
Defendants are joint tortfeasors who acted in concert to cause the harm to
Plaintiff described herein.
10.
Defendant Buffington resides in Fulton County, Georgia. Defendant Droll
resides in Fulton County, Georgia, or in Gwinnett County, Georgia. Additionally,
Defendant Yik Yaks principal office and place of business, and its registered
agent for service of process, are both located in Fulton County, Georgia.

Accordingly, Defendants, who are joint tortfeasors, are subject to the jurisdiction
of this Court, and venue is proper in this Court.

GENERAL FACTS SUPPORTING ALL ALLEGATIONS

Plaintiff and the Individual Defendants Are Fraternity Brothers

11.
In the fall of 2010, Plaintiff began to attend Furman University (Furman)
in Greenville, South Carolina.

During his first semester at Furman, Plaintiff

became close friends with Buffington. At the time, Buffington was a sophomore
and already a member of a fraternity called Kappa Alpha Order (Kappa Alpha).
Due to his close friendship with Buffington, Plaintiff pledged that fraternity and
picked Buffington as his big brother during the pledging process in the Spring of
2011. Plaintiff eventually became a member of Kappa Alpha. In the ensuing
yearsuntil he was betrayed by BuffingtonPlaintiff totally trusted his fraternity
brother Buffington, and considered Buffington to be one of his best friends at
Furman.
12.
Plaintiff met Droll during Kappa Alphas pledging process.

Like

Buffington, Droll was a year ahead of Plaintiff at Furman. Droll chose to pledge
with Kappa Alpha for the first time along with Plaintiff, and as fellow pledge
brothers, they became good friends. Droll eventually became a member of Kappa
Alpha. Plaintiffs friendship with Droll was further cemented by the fact that both
of them majored in computer science and had several classes together. Until he
was betrayed by Droll, Plaintiff totally trusted his fraternity brother Droll, and
considered Droll to be one of his good friends at Furman.

Formation of the Partnership/Joint Venture With

the Individual Defendants
13.
In the Spring of 2012, Plaintiff and Droll enrolled in a computer class in
which the students were required to develop an iPhone application. Plaintiff and
Droll teamed up and spent significant time developing a game application called
Fry Cook.
14.
Although Fry Cook never took off, given their positive experience
working with each other, Plaintiff and Droll decided to start a business together to
develop mobile phone applications. They also invited their fellow friend and
fraternity brother Buffington to join them in this partnership/joint venture. In June
2012, the three of them created an entity called Locus Engineering, LLC (Locus
Engineering) as the corporate vehicle for this partnership/joint venture. Although
the Individual Defendants were a year ahead of Plaintiff in school, and thus would
be graduating from Furman a year earlier, they repeatedly reassured Plaintiff that
the three of them were in this together and would share responsibility for the
development of any applications.
15.
The Articles of Organization of Locus Engineering, filed with the Georgia
Secretary of State on or about June 20, 2012 (attached as Exhibit 1), reflects the
parties agreement, discussed below, that each of them owns one third of the
partnership/joint venture and its assets:
Article 4.

The limited liability company includes three members

whose names are listed in Article 5 [Plaintiff, Buffington, and Droll].

These three members hold an equal share of ownership of the limited

liability company, with each managers ownership amounting to onethird of the limited liability company and its assets.
16.
Indeed, Plaintiff and the Individual Defendants, as partners/joint venturers,
entered into an explicit oral agreement as to their respective interests in their joint
undertaking to develop future mobile phone applications for their common profit.
That explicit agreement was that, unless expressly later modified, their interests in
the partnership/joint venture would be equally distributed, i.e., each of them would
have 1/3 ownership and profit in the partnership/joint venture and its assets, and
each of them would assume 1/3 of the expenses or losses of the partnership/joint
venture.
17.
In this regard, the three of them jointly opened a bank account at Ally Bank.
A true and correct copy of the relevant page of the bank statement for this joint
account, showing Plaintiff and the Individual Defendants as joint account holders,
is attached as Exhibit 2. Plaintiff was the only one that put money into this bank
account, which was used to pay certain expenses of the partnership/joint venture,
such as filing fees and payments to Apples iTunes store for the various
applications developed and owned by the partnership/joint venture (including Yik
Yak). Other expenses of the partnership/joint venture were paid by the three
partners from their own pockets (food, travel, etc.). Plaintiff and the Individual
Defendants also agreed that each of them would have equal say in the control and
management of the partnership/joint venture. As alleged below, until the point
where the Individual Defendants improperly kicked Plaintiff out of the
partnership/joint venture, Plaintiffs conduct and the outward conduct of the
Individual Defendants were fully consistent with this explicit agreement.

The Partnership/Joint Venture Develops And Market Various

Applications, Including Yik Yak
18.
From the Fall of 2012 to the Fall of 2013, Plaintiff and the Individual
Defendants, as part of their partnership/joint venture, worked together to develop
and market an application called Dicho. This application, which gives users the
ability to create their own questions that had only two options for answer choices
(for example, whos better, Michael Jordan or Lebron James?), was conceived by
Droll while he was still in high school. Plaintiff, given his technical expertise,
helped with the coding of the application. In addition, Plaintiff did most of the
marketing of Dicho at Furman, which the parties agreed would be the testing
ground to market the application. Plaintiff also represented the partnership/joint
venture to pitch Dicho with various news outlets, including giving newspaper and
television interviews. Dicho was released on Apples iTunes store as a
product/asset of the partnership/joint venture (i.e., Locus Engineering) in the
Summer of 2013 but, unfortunately, never took off.

However, Dicho has a key

feature that would later be found in the application at issue in this litigation (Yik
Yak): the ability of the users to post anonymously.
19.
In October 2013, Plaintiff and the Individual Defendants began working
together on a new application called Yik Yak. This application allows people to
anonymously create and view posts within a 1.5 mile radius. It is intended for
sharing primarily with those in close proximity to the user, potentially making it
more intimate and relevant for people reading the posts (called yaks). Users
have the ability to contribute to the stream by writing, responding, and up voting or
down voting yaks. Yik Yak was released on Apples iTunes store in November
2013 as a product/asset of the partnership/joint venture (i.e., Locus Engineering).
8

Attached as Exhibit 3 is a true and correct copy of a screen shot reflecting this.
The parties never agreed that Yik Yak was an asset belonging to the Individual
Defendants alone or any other entity.
Plaintiffs Crucial Contributions to Yik Yak
20.
At this time, Plaintiff was completing his senior year at Furman, while the
Individual Defendants had already graduated from the school and were working
remotely in Atlanta. The partners agreed that the fact that Plaintiff was still at
Furman was actually an asset for this project. Indeed, the partners agreed that
based on Plaintiffs extensive connections at Furman and previous experience
marketing Dicho at the school, Plaintiff would be in charge of testing out and
marketing Yik Yak at Furman, the ground zero for the dissemination of Yik Yak.
21.
Pursuant to this agreement, Plaintiff worked tirelessly to market Yik Yak at
Furman by, inter alia, spreading the word about the application to family, friends,
acquaintances and strangers at classes, school events, coffee houses, libraries,
fraternity and sorority parties, and house parties. Plaintiff was a manager of Yik
Yaks Facebook account, and used this medium to market the application to the
public at large. He also promoted the application to his 1,000+ friends on his
personal Facebook account. Due to Plaintiffs marketing efforts, Yik Yak quickly
became a sensation on the Furman campus and among many Facebook users.
During the Thanksgiving and Christmas breaks in 2013, the many Furman students
who became obsessed with Yik Yak shared it with their friends at home who,
presumably, promoted the application with other friends on their respective college
campuses upon returning from the breaks. Within just two months of Plaintiffs
marketing efforts, Yik Yak had several thousands of users, and the partners quickly
9

realized that the application was going viral. As discussed above, Yik Yak has
now become one of the fastest growing mobile applications in history. Upon
information and belief, Yik Yak has received over $10 million in investment from
venture capitalists, and is about to close another round of financing for $75 million.
22.
Plaintiffs role as the co-founder and co-creator of Locus Engineering and
the various applications developed under this partnership, including Yik Yak, is
undeniable. This has been recognized not only by the Individual Defendants
(orally and in writing) but also by fellow Furman students and the media. An
article in the CyberSafetyCop blog, dated March 22, 2014, reported that
Buffington created Yik Yak last year with Tyler Droll and Dougie Warstler, a
senior at South Carolinas Furman University. Another article profiled the work
of the partnership and captured the picture below of the three partners (Plaintiff is
on the left, Droll is in the middle, and Buffington is on the right):

10

The Modified Agreement Regarding Yik Yak

23.
As noted, Plaintiff and the Individual Defendants initially agreed in 2012
that each of them would own 1/3 of the assets of their partnership/joint venture
Locus Engineering. One of Locus Engineerings assetsactually its most valuable
assetis the Yik Yak application. When the parties started to work on Yik Yak in
October 2013, they slightly modified their agreement. On or about October 9,
2013, Plaintiff and the Individual Defendants agreed that: (1) the partnershipvia
Locus Engineering which is owned equally between Plaintiff and the Individual
Defendantswould own 15% of Yik Yak; and (2) the partnership will also own
the remaining 85% of Yik Yak but each partners proportional interest will be
based on his contribution to the application.
24.
In text messages between the three partners on or about October 9, 2013,
Droll explained the modified agreement as follows:
The company is divided up three way evenly so we could agree on a
percentage that locus takes from all apps.

Then the remaining

percentage gets divided up amongst those working on it

[]
So say locus takes 15% of each app just from funds that have been put
forward before, wed each get 5% of any app published for that
25.
In light of this modified agreement, Plaintiff owns 1/3 of the 15% of Yik
Yak based on his 1/3 ownership of Locus. As shown below, Plaintiff also owns
1/3 of the remaining 85% based on his contribution to Yik Yak.

11

26.
Indeed, Plaintiff has contributed significantly to Yik Yak. As discussed, he
used his technical expertise to assist in the coding of the key feature of the Yik
Yak: the ability of the user to post anonymously. Further, for a new application,
marketing is everything.

Without marketing, no one would know about and use

the application. And without a user base, the application is worthless. Without
Plaintiffs sole marketing efforts at Furman, the ground zero and birthplace of
the application, Yik Yak would not have been where it is today.

In short,

Plaintiffs contribution to Yik Yak is as valuable as the Individual Defendants

contribution to the application. Therefore, Plaintiff is entitled to at least 1/3 of the
remaining 85% owned by the partnership in Yik Yak.
27.
To the extent that the Individual Defendants now claim that the partners
have not reached any agreement on the division of the remaining 85% of Yik Yak,
the default rule under Georgia law is that ownership is split equally among the
partners, and the original agreement as reflected in Locus Engineering LLCs
Articles of Incorporation also provides for an equal split in ownership.
28.
In the end, the modified agreement regarding Yik Yak has no practical
difference to the initial agreement reached between Plaintiff and the Individual
Defendants: each of them owns 1/3 of the partnership/joint venture that owns Yik
Yak.

12

Buffington and Droll Betray Plaintiff,

Their Partner, Close Friend and Fraternity Brother
29.
By December 2013, Yik Yaks popularity had exploded at Furman and the
schools vicinity. Plaintiff and the Individual Defendants began to discuss plans to
expand the marketing of Yik Yak to other college campuses.

On December 21,

2013, Buffington suddenly sent the following text messages to Plaintiff to ask
Plaintiff to sell his ownership interest in Yik Yak:
Hey so Tyler [Droll] and I have been thinking about yik yak and we
want to know if youd be open to being bought out?
[]
Tyler and I would like to at least have yik yak for ourselves to go with.
For sure, well buy you out completely of if you dont want to do that
then well buy most of your percentage out for a lesser amount
30.
On December 28, 2013, Buffington assured Plaintiff via text message that
Youre not getting screwed out of anything. On the same day, Droll sent another
email to Plaintiff entitled Yik Yak in which Droll gave one ridiculous excuse
after another to justify the Individual Defendants decision to buy-out Plaintiffs
ownership interest in Yik Yak. Droll first blamed his parents for the decision, and
then claimed that the Individual Defendants did not want to continuously come to
Plaintiff for money and signatures going forward. Droll wrote the following:
Dougie,
This isnt ideal but it is what needs to happen. We need to start fresh
with your name off of this [Yik Yak]. I know we spoke about this
before Christmas, but I spoke with my parents over the holidays. They
are making me get this settled before continuing to fund it. My
13

parents know how much Brooks and I have riding on making this
succeed, so they want everyone to be fully committed. We are also
going to have a lot of expenses going forward. We dont want to be
coming to you for money and signatures when we are trying to get
stuff done []
31.
Drolls excuses are just that, excuses. These excuses make no sense because
until this point, Plaintiff has been fully committed to this project by doing exactly
what he and the Individual Defendants have agreed upon: being in charge of the
crucial marketing efforts at Furman, the testing ground for Yik Yak. Moreover,
the parties have never agreed on having Drolls parents be involved in any
capacity, let alone as financiers for this partnership/joint venture. Finally, Plaintiff
has always paid his 1/3 share of the expenses for this project, and has repeatedly
told the Individual Defendants that he will contribute whatever is needed to finance
this project moving forward. In an email dated January 3, 2014 to the Individual
Defendants, Plaintiff declined the buy-out offer and reiterated that I would like to
say that as I mentioned earlier, I am more than willing to contribute my share of
capital [].
32.
After acknowledging Plaintiffs ownership interest in the Yik Yak
partnership and after Plaintiff rebuffed their offer to buy out such interest, the
Individual Defendants did the unthinkable: they claimed Yik Yak for themselves
and refused to acknowledge Plaintiffs ownership interest in it.
In an email dated January 6, 2014, Droll brazenly told Plaintiff as follows:
[] We have decided that our best course of action is to dissolve
Locus Engineering and set up a new LLC for Yik Yak. Between

14

Brooks and I, we jointly own all of the intellectual property of Yik Yak
and Locus Engineering has no stake in it []
33.
The Individual Defendants then locked Plaintiff out of this project, and
refused to allow Plaintiff to further take part in the venture that he co-founded.
Simply put, this was highway robbery. Worse, this was committed by Plaintiffs
close friends and fellow fraternity brothers and partners.

The Cover-Up
34.
In the ensuing months, the Individual Defendants took steps to rewrite
history to deny Plaintiffs crucial role as a co-founder and co-owner of the Yik Yak
partnership.

They also hired lawyers to engage in corporate machinations to

basically erase Locus Engineering from the map.

35.
In numerous press interviews given after they improperly ousted Plaintiff
from this partnership/joint venture, the Individual Defendants never mentioned or
acknowledged Plaintiffs role in the founding of the Yik Yak partnership.
36.
On or about January 22, 2014, the Individual Defendants unilaterally created
a new entity called Yik Yak LLC, and filed Articles of Organization for Yik Yak
LLC with the Georgia Secretary of State. A true and correct copy of this document
is attached as Exhibit 4. These Articles are virtually identical to the one filed for
Locus Engineering with one significant exception: Plaintiffs name has been taken
off from this newly-created entity.

15

37.
On or about February 26, 2014, the Individual Defendants unilaterally
dissolved Locus Engineering without complying with the relevant requirements
under Georgia law for such a drastic corporate action. A true and correct copy of
the dissolution document is attached as Exhibit 5.
38.
On or about April 29, 2014, to further eliminate any vestige of Locus
Engineering (which was incorporated in Georgia), the Individual Defendants
retained a law firm to convert Yik Yak LLC into another entity in the State of
Delaware, Defendant Yik Yak, Inc. True and correct copies of the conversion and
incorporation papers for Yik Yak, Inc. are attached as Exhibit 6.
39.
Plaintiff has no choice but to file this action.

FIRST CLAIM FOR RELIEF

BREACH OF EXPRESS PARTNERSHIP/JOINT VENTURE AGREEMENT
(Against the Individual Defendants)
40.
Plaintiff repeats and adopts the preceding paragraphs of this Complaint as
though fully set forth herein.
41.
In 2012 and then in 2013, Plaintiff and the Individual Defendants entered
into a valid express partnership/ joint venture agreement whereby each of them
would own 1/3 of the partnership owning the Yik Yak application (Application).

16

42.
At all times, Plaintiff performed all conditions, covenants, and promises
required to be performed on his part in accordance with the terms of the
partnership/joint venture agreement.
43.
The Individual Defendants breached the partnership/joint venture agreement
by, among other things, depriving Plaintiff of his ownership share of the
partnership/joint venture and the past, present, and future proceeds therefrom, and
by obstructing Plaintiffs right to equally manage and conduct the joint ventures
business.
44.
The Individual Defendants have further breached the partnership/joint
venture agreement by failing to provide Plaintiff with an accurate accounting of the
financial affairs of the partnership/joint venture.
45.
Other wrongful acts and/or omissions constituting breach by the Individual
Defendant of the partnership/joint venture agreement are presently unknown.
Plaintiff will amend this Complaint once such additional facts are ascertained
through discovery.
46.
As a direct and foreseeable result of the breaches of the partnership/joint
venture agreement by the Individual Defendants, Plaintiff has been damaged in an
amount according to proof within the jurisdiction of this Court.

17

SECOND CLAIM FOR RELIEF

BREACH OF IMPLIED PARTNERSHIP/JOINT VENTURE AGREEMENT
(Against the Individual Defendants)
47.
Plaintiff repeats and adopts the preceding paragraphs of this Complaint as
though fully set forth herein, but pleads this cause of action in the alternative to the
First Cause of Action.
48.
In performing the acts and engaging in the conduct of co-developing and comarketing the Application together, as described above, Plaintiff and the Individual
Defendants manifested an intention to enter into a partnership/joint venture
agreement to do those things and to co-own the Yik Yak partnership/joint venture
1/3 each and share co-equally in the profits and losses therefrom. Such acts and
conduct included, but were not limited to, combining their efforts and resources to
develop the concept of the Application, and to implement and market the
Application, and making important decisions concerning the Application by voting
amongst themselves, as alleged above.
49.
Plaintiff and the Individual Defendants held themselves out to Plaintiff and
the public as a co-equal partnership/joint venture for the development and
marketing of the Application.
50.
The Individual Defendants performed these acts and conduct with the intent
to manifest their intention to form the described partnership/joint venture with
Plaintiff, who understood said intent and acted with his own intent to enter into the
partnership/joint venture.

18

51.
At no time did the Individual Defendants conclusively manifest an intent to
Plaintiff that they did not intend to remain in the partnership/joint venture with
Plaintiff, until their betrayal of Plaintiff as alleged above.
52.
At all times, Plaintiff performed all conditions, covenants, and promises
required to be performed on his part in accordance with the terms of the
partnership/joint venture agreement.
53.
The Individual Defendants breached the partnership/joint venture agreement
by, among other things, depriving Plaintiff of his ownership share of the
partnership/joint venture and the past, present, and future proceeds therefrom, and
by obstructing Plaintiffs right to equally manage and conduct the partnership/joint
ventures business.
54.
The Individual Defendants have further breached the partnership/joint
venture agreement by failing to provide Plaintiff with an accurate accounting of the
financial affairs of the partnership/joint venture.
55.
Other wrongful acts and/or omissions constituting breach by the Individual
Defendants of the partnership/joint venture agreement are presently unknown.
Plaintiff will seek leave of Court in order to amend this Complaint once such
additional facts are ascertained through discovery.
56.
As a direct and foreseeable result of the breaches of the partnership/joint
venture agreement by the Individual Defendants, Plaintiff has been damaged in an
amount according to proof within the jurisdiction of this Court.
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THIRD CLAIM FOR RELIEF

BREACH OF FIDUCIARY DUTY
(Against All Defendants)
57.
Plaintiff repeats and adopts the preceding paragraphs of this Complaint as
though fully set forth herein.
58.
As alleged above, Plaintiff and the Individual Defendants entered into a
partnership/joint venture to develop the Application for commercial purposes, and
to co-own the Yik Yak partnership/joint venture at 1/3 each.

As fellow

partners/joint venturers, the Individual Defendants at all times owed Plaintiff the
fiduciary duties of disclosure, loyalty and care. Pursuant to such fiduciary duties,
the Individual Defendants were required to act in the utmost good faith towards
Plaintiff, and to avoid acts and omissions adverse to Plaintiff. By virtue of this
fiduciary relationship and the parties relationship as fraternity brothers and close
friends, Plaintiff reposed trust and confidence in the integrity of the Individual
Defendants. Plaintiff provided no cause for the Individual Defendants to act in any
manner inconsistent with this fiduciary relationship.
59.
The Individual Defendants have breached their fiduciary duties, including
the duties of disclosure, loyalty, and care to Plaintiff by engaging in the acts and
omissions alleged above.
60.
The Individual Defendants intended to induce Plaintiff to rely on their
fiduciary relationship, and in

reasonable reliance thereon, Plaintiff was induced

to and did continue his fidelity.

20

61.
Defendant Yik Yak, Inc. aided and abetted, conspired with, and acted in
concert with the Individual Defendants to breach the Individual Defendants
fiduciary duties owed to Plaintiff.
62.
As a direct and foreseeable result of these breaches of fiduciary duty by
Defendants, Plaintiff has sustained damages in an amount according to proof
within the jurisdiction of this Court. Moreover, Defendants acted with the specific
intent to deprive Plaintiff of property and legal rights and otherwise cause injury,
and Defendants actions showed willful misconduct, malice, fraud, wantonness,
oppression, or that entire want of care which would raise a presumption of
conscious indifference to consequences, so as to justify an award of exemplary and
punitive damages.

FOURTH CLAIM FOR RELIEF

WRONGFUL DISSOLUTION OF PARTNERSHIP
(Against All Defendants)
63.
Plaintiff repeats and adopts the preceding paragraphs of this Complaint as
though fully set forth herein.
64.
As alleged above, Plaintiff and the Individual Defendants entered into a
partnership/joint venture to develop the Application for commercial purposes, and
to co-own the Yik Yak partnership/joint venture at 1/3 each.
65.
By virtue of the acts and omissions alleged above, the Individual Defendants
wrongfully dissolved the partnership/joint venture. Specifically, the Individual
21

Defendants wrongfully terminated the partnership/joint venture by denying

Plaintiffs ownership interest in the partnership/joint venture, and by unilaterally
dissolving Locus Engineering without complying with any of the requisite
statutory requirements and transferring its primary asset (the Yik Yak application),
which was equally owned by Plaintiff and the Individual Defendants, through a
series of newly created entities, from Locus Engineering to Yik Yak LLC, and
finally to Yik Yak, Inc. The Individual Defendants formed Yik Yak LLC and
Defendant Yik Yak, Inc. without including Plaintiff, failed to obtain Plaintiffs
consent to dissolve the partnership/joint venture, and failed to compensate Plaintiff
in any way for his 1/3 interest in the Application.
66.
Defendant Yik Yak, Inc. aided and abetted, conspired with, and acted in
concert with the Individual Defendants to wrongfully dissolve the partnership/joint
venture.
67.
Defendants intended to appropriate for themselves Plaintiffs interest in the
personal property, profits, and assets of the partnership/joint venture, including the
Application. Defendants actions were undertaken wrongfully, in bad faith, and
with the specific intent to harm Plaintiff. As a direct and foreseeable result of
these breaches of fiduciary duty by Defendants, Plaintiff has sustained damages in
an amount according to proof within the jurisdiction of this Court.
68.
As a direct and foreseeable result of Defendants wrongful conduct, Plaintiff
has sustained damages in an amount according to proof within the jurisdiction of
this Court. Moreover, Defendants acted with the specific intent to deprive Plaintiff
of property and legal rights and otherwise cause injury, and Defendants actions
showed willful misconduct, malice, fraud, wantonness, oppression, or that entire
22

want of care which would raise a presumption of conscious indifference to

consequences, so as to justify an award of exemplary and punitive damages.

FIFTH CLAIM FOR RELIEF

TORTIOUS INTERFERENCE WITH FIDUCIARY DUTY
(Against Defendant Yik Yak, Inc.)
69.
Plaintiff repeats and adopts the preceding paragraphs of this Complaint as
though fully set forth herein.

70.
Defendant Yik Yak, Inc. tortuously interfered with the fiduciary duties owed
by the Individual Defendants to Plaintiff, including the duties of disclosure,
loyalty, and care.

Yik Yak acted wrongfully and improperly to procure the

Individual Defendants breaches of their fiduciary duty to Plaintiff. At all times,

Yik Yak had knowledge that the Individual Defendants owed a fiduciary duty to
Plaintiff, and Yik Yak acted purposely, with malice, and with the specific intent to
injure Plaintiff. Moreover, Yik Yaks conduct was not privileged.
71.
Yik Yaks wrongful conduct did in fact procure the Individual Defendants
breaches of their fiduciary duty to Plaintiff. Yik Yaks conduct was a proximate
cause of the damage and harm to Plaintiff alleged herein.
72.
As a direct and foreseeable result of Yik Yaks wrongful conduct, Plaintiff
has sustained damages in an amount according to proof within the jurisdiction of
this Court. Moreover, Yik Yak acted with the specific intent to deprive Plaintiff of
property and legal rights and otherwise cause injury, and Yik Yaks actions
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showed willful misconduct, malice, fraud, wantonness, oppression, or that entire

want of care which would raise a presumption of conscious indifference to
consequences, so as to justify an award of exemplary and punitive damages.

SIXTH CLAIM FOR RELIEF

PUNITIVE DAMAGES
(Against All Defendants)
73.
Plaintiff repeats and adopts the preceding paragraphs of this Complaint as
though fully set forth herein.
74.
As alleged above, the Individual Defendants have acted in bad faith by
breaching their fiduciary duties to Plaintiff and wrongfully dissolving the Yik Yak
partnership/joint venture. Defendant Yik Yak acted in bad faith by aiding and
abetting, conspiring with, and acting in concert with the Individual Defendants to
wrongfully dissolve the partnership/joint venture, and by tortuously interfering
with the fiduciary duties owed by the Individual Defendants to Plaintiff.
75.
Defendants actions showed willful misconduct, malice, fraud, wantonness,
oppression, or that entire want of care which would raise a presumption of
conscious indifference to consequences, and would entitle Plaintiff to punitive
damages in an amount sufficient to punish and deter such conduct in the future,
pursuant to O.C.G.A. 51-12-5.1(b).

Moreover, Defendants acted with the

specific intent to cause the harm to Plaintiff alleged herein, pursuant to O.C.G.A.
51-12-5.1(f).

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SEVENTH CLAIM FOR RELIEF

ATTORNEYS FEES AND LITIGATION EXPENSES
(Against All Defendants)
76.
Plaintiff repeats and adopts the preceding paragraphs of this Complaint as
though fully set forth herein.
77.
Defendants have acted in bad faith, been stubbornly litigious, and caused
Plaintiff unnecessary trouble and expense, such that Plaintiff is entitled to recover
damages from Defendants for the expenses of litigation, including reasonable
attorneys fees, pursuant to O.C.G.A. 13-6-11.

PRAYER FOR RELIEF

WHEREFORE, Plaintiff prays for judgment against Defendants, and each
of them, as follows:
1.

For compensatory damages according to proof;

2.

For recovery of his one-third interest in the Yik Yak partnership/joint

venture, and all profits and benefits arising therefrom;

3.

For interest to the extent permitted by law;

4.

For an award of punitive damages;

5.

For an award of attorneys fees and litigation expenses; and

6.

For such other and further relief as the Court may deem proper.

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DEMAND FOR JURY TRIAL

Plaintiff hereby demands a trial by jury of twelve (12) persons pursuant to
O.C.G.A. 15-12-122(a)(2), as to all issues so triable.

Respectfully submitted this 17th day of November, 2014,

LEE TRAN & LIANG LLP
K. Luan Tran (pro hac vice
forthcoming)
James M. Lee (pro hac vice
forthcoming)
Ariel D. House (pro hac vice
forthcoming)
601 South Figueroa Street, Suite 3900
Los Angeles, CA 90017
Telephone: (213) 612-8900
Facsimile: (213) 612-3773
Email: luan.tran@ltlattorneys.com
james.lee@ltlattorneys.com
ariel.house@ltlattorneys.com

PETERS & MONYAK, LLP

/s/ Robert P. Monyak
_
Robert P. Monyak
Georgia Bar No. 517675
Bonnie M. Lassiter
Georgia Bar No. 438582
One Atlanta Plaza, Suite 2275
950 East Paces Ferry Road N.E.
Atlanta, Georgia 30326
Telephone: (404) 607-0100
Facsimile: (404) 607-0465
Email: rmonyak@petersmonyak.com
blassiter@petersmonyak.com

Counsel for Plaintiff Douglas Joseph Warstler

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