Professional Documents
Culture Documents
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.
California.
2.
Acclaim Financial Group, LLC (Acclaim) is a Texas limited liability company with
FPX, LLC (FPX) is a Delaware limited liability company with its headquarters in
Dallas, Texas.
JURISDICTION AND VENUE
4.
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
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
Rubel is the co-founder, inventor, and CEO of a start-up software company named
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
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:
a.
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.
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,
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.
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
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
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
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
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
That Defendants have defaulted on the Rubel Note, and that all principal sums
and interest are now due and owing;
ii.
iii.
To such other additional relief that this Court determines is just, proper, and
equitable.
6
US.99565945.01
EXHIBIT 1
EXHIBIT 2
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VIII. RELATED CASE(S)
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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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15-859
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
; 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)
; or
; or
u Other (specify):
.
My fees are $
Date:
Servers signature
Servers address
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