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Case 6:15-cv-00859 Document 1 Filed 09/17/15 Page 1 of 6 PageID #: 1

IN THE UNITED STATES DISTRICT COURT


FOR THE EASTERN DISTRICT OF TEXAS
TYLER DIVISION

Eli Rubel,
Plaintiff,
v.
Acclaim Financial Group, LLC, and FPX, LLC.
Defendants.

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6:15-cv-859
Case No. _______________
PLAINTIFF ELI RUBELS
COMPLAINT

Plaintiff Eli Rubel, as and for his Complaint, states and alleges the following:
THE PARTIES
1.

Eli Rubel (Rubel), Plaintiff herein, is an individual residing in San Francisco,

California.
2.

Acclaim Financial Group, LLC (Acclaim) is a Texas limited liability company with

its principal place of business in Tyler, Texas.


3.

FPX, LLC (FPX) is a Delaware limited liability company with its headquarters in

Dallas, Texas.
JURISDICTION AND VENUE
4.

Original jurisdiction of this matter is founded on 28 U.S.C. 1332, as there is complete

diversity and the amount in controversy exceeds $75,000.


5.

Venue is proper pursuant to 28 U.S.C. 1391, as a substantial part of the events giving

rise to the claim occurred within this judicial district, and Acclaim is located within this judicial
district.
6.

This Court has personal jurisdiction over Acclaim and FPX by virtue of their

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continuous and systematic contacts with Texas as both companies are headquartered in Texas.
7.

This Court further has personal jurisdiction over Acclaim due to the express contractual

agreement of the parties.


FACTUAL BACKGROUND
8.

Rubel is the co-founder, inventor, and CEO of a start-up software company named

Secure Document Technology Company d/b/a Glider (Glider).


9.

Glider created and wholly-owned a unique software system that automated the closing

of contracts for companies of all sizes using sophisticated CRM solutions such as Salesforce (the
Glider Software).
10.

On February 10, 2014, Acclaim, a private equity firm, entered into a Stock Sale

Agreement with Glider and Rubel, by which Acclaim wholly acquired the software company. Said
Stock Sale Agreement is attached hereto as Exhibit 1 and incorporated herein by reference.
11.

Acclaim states on public social media that its business is Venture Capital & Private

Equity.
12.

Ms. Audrey Spangenberg states on public social media that she is the Managing

Member of Acclaim, and has been from 1994 to date.


13.

On information and belief, Acclaim entered into said Stock Sale Agreement specifically

to convey Gliders software and other intellectual property to FPX, its wholly-owned subsidiary.
14.

The headline of a press release on FPXs website states: FPX Acquires Glider,

Redefines the Sales Contracting Process. See http://fpx.com/press-releases/fpx-acquires-gliderredfines-the-sales-contracting-process (Apr. 22, 2014).
15.

In its authored press release, FPX publicly stated that Glider was acquired by FPX as

follows:

Case 6:15-cv-00859 Document 1 Filed 09/17/15 Page 3 of 6 PageID #: 3

a.

DALLAS, April 22nd, 2014 FPX . . . announced today its acquisition of

Portland-based Glider to extend its offerings to include best-in-class contract lifecycle management
(CLM) automation. . . . Extending beyond typical CPQ solutions, the acquisition now enables FPX to
facilitate the entire end-to-end sales closing process through workflow automation and predictive
analytics.
b.

[S]aid Dave Batt, chief executive officer of FPX[,] [T]he acquisition of Glider

illustrates our commitment to provide companies the broad spectrum of applications to transform their
operations . . . .
c.

[S]aid Dave Hawkins, vice president of sales operations at Fujitsu Network

Communications[,] FPX has a solid track record as our vendor partner and its acquisition of Glider
will enable FPX customers to run more end-to-end business processes in the cloud. See
http://fpx.com/press-releases/fpx-acquires-glider-redefines-the-sales-contracting-process (emphasis
added).
16.

Ms. Audrey Spangenberg lists herself as the Chairman and CEO of FPX from February

of 2009 through April of 2013, and thereafter served as the Chairman of FPX from April of 2013
through the present.
17.

On information and belief, Acclaim then entered into a licensing agreement with FPX,

a software company, pursuant to which FPX has integrated and now uses Gliders software, and in
doing so uses the trade secrets and intellectual property of Glider.
18.

Specifically, FPX has renamed the Glider software and function thusly: The Smart

Contract Management application the one powered by the FPX Predictive Analytics engine. See
http://fpx.com/applications/smart-contract-management.
19.

At all times prior to the Stock Sale Agreement, Glider held full and complete rights,

Case 6:15-cv-00859 Document 1 Filed 09/17/15 Page 4 of 6 PageID #: 4

title, and interest in the Glider Software and all aspects thereof, and thereby held full and complete
rights, title, and interest in all copyrights and attendant intellectual property rights in the Glider
Software.
20.

Pursuant to the Stock Sale Agreement, Acclaim agreed to pay $3,000,000, the payment

of which was divided between a first cash payment of $1,000,000 and a Promissory Note Payment
securing the remaining $2,000,000 owed.
21.

Of the $2,000,000 originally secured by Promissory Note, $1,143,303.09 in principal,

plus interest, was payable to Rubel. The Rubel Promissory Note (Rubel Note) is attached hereto as
Exhibit 2 and incorporated herein by reference.
22.

On information and belief, as part of the license agreement entered into between FPX

and Acclaim, FPX agreed to pay the amounts due under the Promissory Note Payment, including the
amounts owed under the Rubel Note.
23.

The Rubel Note provides that the outstanding amount due was payable on or before

February 10, 2015. See Ex. 2.


24.

On February 7, 2015, at the request of Dave Batt and Audrey Spangenberg, Acclaim

and Rubel entered into a letter agreement by which they agreed to extend the February 10, 2015 payoff
date to August 10, 2015. Said Letter Agreement is attached hereto as Exhibit 3 and incorporated
herein by reference.
25.

To date, Acclaim and FPX have failed to pay the monies owed to Rubel under the

Rubel Note, which represents over 35% of the total consideration that Acclaim is contractually
obligated to pay for Glider.
26.

As a result of the event of default, Rubel requested by letter dated September 11th 2015,

pursuant to paragraph 8.2 of the Stock Sale Agreement, further assurances from Acclaim and even

Case 6:15-cv-00859 Document 1 Filed 09/17/15 Page 5 of 6 PageID #: 5

proposed several options for Acclaims compliance with this obligation.


27.

Paragraph 8.2 of the Stock Sale Agreement provides that [i]f at any time after the

Closing any further action is necessary or desirable to carry out the purposes of this [Stock Sale]
Agreement and its contemplated transactions, each of the Parties will take further actions, including
the signing and delivery of further instruments and documents, as the requesting Party reasonably may
request, all at the sole cost and expense of the requesting Party. See Ex. 1 8.2.
28.

Despite this contractual agreement, Acclaim has refused to comply with this Post-

Closing Covenant.
29.

Acclaim and FPX continue their possession, use and marketing of the Glider software

and intellectual property


30.

Based on their continued breach under the note, Rubel hereby brings its claim in a court

within the state of Texas, as required by the Rubel Note and agreed to by the Parties.
COUNT I
DEFAULT ON PROMISSORY NOTE
31.

Rubel repeats and realleges paragraphs 1 through 30 above as if fully set forth herein.

32.

Defendants have failed to pay the sums due and owing under the Rubel Note on or

before the agreed upon deadlines of August 10, 2015.


33.

By virtue of Defendants failure to pay, they have committed an act of default under the

Rubel Note.
34.

Defendants are required, by the terms and conditions of the Rubel Note, to immediately

pay the full amount due and owing plus interest.

Case 6:15-cv-00859 Document 1 Filed 09/17/15 Page 6 of 6 PageID #: 6

PRAYER FOR RELIEF


WHEREFORE, Eli Rubel is entitled to judgment as follows:
i.

That Defendants have defaulted on the Rubel Note, and that all principal sums
and interest are now due and owing;

ii.

To the costs and expenses, including reasonable attorneys fees, incurred by


Rubel in connection with this action as Rubel is entitled under the Rubel Note
and as a result of Defendants wrongful conduct;

iii.

To such other additional relief that this Court determines is just, proper, and
equitable.

Dated: September 17, 2015

FAEGRE BAKER DANIELS LLP


/s/ Jesse Linebaugh
Jesse Linebaugh TXAT24036970
jesse.linebaugh@faegrebd.com
801 Grand Avenue, 33rd Floor
Des Moines, Iowa 50309-8011
Telephone: (515) 248-9000
Facsimile: (515) 248-9010
Attorney for Plaintiff

6
US.99565945.01

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EXHIBIT 1

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Case 6:15-cv-00859 Document 1-1 Filed 09/17/15 Page 10 of 12 PageID #: 16

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Case 6:15-cv-00859 Document 1-2 Filed 09/17/15 Page 1 of 5 PageID #: 19

EXHIBIT 2

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Case 6:15-cv-00859 Document 1-2 Filed 09/17/15 Page 4 of 5 PageID #: 22

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Case 6:15-cv-00859 Document 1-3 Filed 09/17/15 Page 1 of 3 PageID #: 24

EXHIBIT 3

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-6 5HY

Case 6:15-cv-00859 Document 1-4 Filed 09/17/15 Page 1 of 1 PageID #: 27

CIVIL COVER SHEET

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SXUSRVHRILQLWLDWLQJWKHFLYLOGRFNHWVKHHW(SEE INSTRUCTIONS ON NEXT PAGE OF THIS FORM.)

I. (a) PLAINTIFFS

DEFENDANTS

ELI GABRIEL RUBEL

ACCLAIM FINANCIAL GROUP, LLC, and FPX, LLC

SAN FRANCISCO CNTY.

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FAEGRE BAKER DANIELS


801 GRAND AVENUE, 33rd FLOOR
DES MOINES, IOWA 50309

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Case 6:15-cv-00859 Document 1-5 Filed 09/17/15 Page 1 of 2 PageID #: 28


AO 440 (Rev. 06/12) Summons in a Civil Action

UNITED STATES DISTRICT COURT


for the

Eastern District
District of
of __________
Texas
__________
ELI GABRIEL RUBEL

Plaintiff(s)

v.
ACCLAIM FINANCIAL GROUP, LLC and FPX, LLC

Defendant(s)

)
)
)
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)
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)
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Civil Action No.

15-859

SUMMONS IN A CIVIL ACTION


To: (Defendants name and address)

A lawsuit has been filed against you.


Within 21 days after service of this summons on you (not counting the day you received it) or 60 days if you
are the United States or a United States agency, or an officer or employee of the United States described in Fed. R. Civ.
P. 12 (a)(2) or (3) you must serve on the plaintiff an answer to the attached complaint or a motion under Rule 12 of
the Federal Rules of Civil Procedure. The answer or motion must be served on the plaintiff or plaintiffs attorney,
whose name and address are: Jesse Linebaugh
Faegre Baker Daniels
801 Grand Avenue, 33rd Floor
Des Moines, Iowa 50309-8003

If you fail to respond, judgment by default will be entered against you for the relief demanded in the complaint.
You also must file your answer or motion with the court.

CLERK OF COURT
Date:
Signature of Clerk or Deputy Clerk

Case 6:15-cv-00859 Document 1-5 Filed 09/17/15 Page 2 of 2 PageID #: 29


AO 440 (Rev. 06/12) Summons in a Civil Action (Page 2)

Civil Action No.


PROOF OF SERVICE
(This section should not be filed with the court unless required by Fed. R. Civ. P. 4 (l))
This summons for (name of individual and title, if any)
was received by me on (date)

u I personally served the summons on the individual at (place)


on (date)

; or

u I left the summons at the individuals residence or usual place of abode with (name)
, a person of suitable age and discretion who resides there,
on (date)

, and mailed a copy to the individuals last known address; or


, who is

u I served the summons on (name of individual)


designated by law to accept service of process on behalf of (name of organization)
on (date)

; or

u I returned the summons unexecuted because

; or

u Other (specify):
.
My fees are $

for travel and $

for services, for a total of $

I declare under penalty of perjury that this information is true.

Date:
Servers signature

Printed name and title

Servers address

Additional information regarding attempted service, etc:

0.00

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