PLAINTIFFS ORIGINAL COMPLAINT

XXXX

Plaintiff in pro per

 

 

 

IN THE COURT OF COMMON PLEAS FOR THE STATE OF DELAWARE

XXXX

 

 

XXXX                                  )

Plaintiff,                                                       )

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  1. )             Case No.

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XXXX.                                                )

PLAINTIFF’S ORIGINAL COMPLAINT

COMES NOW Plaintiff, David Campanella, whose address of service for purposes of this complaint shall be XXXX, in the above styled pleading and files this Complaint against Defendants, for breach of contract to protect Plaintiff from unfair banking practices, deceptive practices, and damages in excess of $75,000, exclusive of interest, attorneys’ fees and costs, hereby alleges as follows:

  1. JURISDICTION
  2. This court has jurisdiction by dint of 10 DE Code § 1902.

B.   PARTIES

2.           At all times herein mentioned Plaintiff, Dave Campanella, is and was a resident of Nevada, of good and moral standing, and whose address of service for this suit shall be 304 South Jones Blvd, Unit 3784, as and for this Complaint against Defendant.

3.           The   Defendant,   Gypsee   Inc.,   DBA   “Gypsee   Travel”   (www.gypsee.tavel), was registered on February 4th, 2019 in the state of Delaware, and was registered at the address16192 Coastal Highway, Lewes, Delaware, 19958.

4.           The other Defendants, Andrew Thompson, Sriram Anne, Alex Donley, and Dru “Atlas” Blake were all co-founders of the company Gypsee Inc.

C.   FACTUAL BACKGROUND

  1. On or about October 2021, Defendants offered Plaintiff the role of Chief

Marketing Officer, where he was given shares and a 5% equity stake (exhibit A) in Gypsee Inc. (www.gypsee.travel), a company that was founded and incorporated by Gypsee Inc. Andrew Thompson in Sussex County, Delaware on February 4th ,2019.

  1. Defendants Dru “Atlas” Blake, Alexander Donley, and Sriram Anne, are the official cofounders of the company. A few weeks later, Defendants offered Plaintiff an additional 2% stake in the said company for a $50,000 investment into Gypsee Inc. (Exhibits B, C)
  2. After Plaintiff made the required investments, Defendants unilaterally and without advising Plaintiff, decided to postpone the launching of Gypsee Inc. until January 2023, 15 months later, which delayed the time when Plaintiff was expecting income and potential profits from the investment.
  3. Plaintiff suffered tax consequences as a result of the decision because the Defendants refused to itemize and disclose business expenses and still has not done so as of the filing of this lawsuit.
  4. Defendants also allowed the contract offering the position of Chief Marketing Officer, and 5% equity, which has a cliff date of October 7, 2022, to lapse, not accepting or allowing Plaintiff to do any work in support of his role as Chief Marketing Officer and Investor in the company for more than twelve months.
  5. In February 2022, Defendants reached out to Plaintiff, asking for a reallocation of the initial $50,000 investment into another business called “Jedi Junk Removal” that he stated to be committing all his time towards.
  6. Defendants asked Plaintiff to take the money they had invested into Gypsee Travel and reinvest it into Jedi Junk Removal. Plaintiff listened to the terms stated by Defendants orally but had no interest or experience in Junk Removal and had zero intention of investing in said venture.
  7. Plaintiff expressed his displeasure in continuing to engage with Defendants and subsequently asked to dissolve both contracts and all interests in Gypsee Travel and obtain a refund of the $50,000.
  8. Defendant Thompson agreed to dissolution verbally and in writing, but has  not  acted  on  this  agreement  in  over  18  months  and  has  refused  to  return  the money or show that the money has not been spent on a venture or expense that is unrelated to Gypsee Travel.
  9. Plaintiff has reason to believe that at this time, the 50,000 dollars was not going to be moved into Jedi Junk Removal, but rather, had already been spent on personal and unrelated expenses by the CEO of the company and expenses that were not related to Gypsee Inc.
  10. Defendant’s purpose in asking Plaintiff for the reallocation was to justify what he had already done without consulting the Plaintiff, which was a breach of contract, fiduciary duty, and loyalty to the plaintiff in what Plaintiff believes was the most egregious form possible.
  11. Plaintiff asked Defendants to prove that the investment had not been spent on expenses not directly related to Gypsee Inc, and Defendants refused to show that the money has not been spent on business or personal expenses of Defendants unrelated to Gypsee Inc.
  12. Spending the money on a venture or costs unrelated to Gypsee Inc. constitutes fraud under Delaware Law, where the company is incorporated, California Law, where the CEO of Gypsee Inc. and defendant Andrew Thompson resides.
  1. CAUSE OF ACTION: NON-EXCULPATED CLAIM FOR BREACH OF LOYALTY AND BREACH OF CONTRACT
  2. A fiduciary relationship is a situation where one person reposes special trust in another or where a special duty exists on the part of one person to protect the interests of another. In the circumstances presented, the duty to act honestly and in conformity with statutory law that forms the gist of the claim is a duty fully recognized by law. See Cheese Shop International, Inc. v. Steele, Del.Ch., 303 A.2d 689 (1973)
  3. A fiduciary relationship is a situation where one person reposes special trust in and relies on the judgment of another or where a special duty exists on the part of one person to protect the interests of another. See Metro Ambulance, Inc. v. E. Med. Billing, Inc., 1995 WL 409015, at *2 (Del. Ch. July 5, 1995)
  4. “A ‘non-exculpated claim for breach of fiduciary duty,’ for purposes of Del. C. § 102(b)(7), means a well-pled claim for breach of the duty of loyalty (in any of its forms).
  5. “To plead a claim for breach of the duty of loyalty that will overcome a motion to dismiss, a plaintiff must plead sufficient facts to support a rational inference that the corporate fiduciary acted out of material self-interest that diverged from the interests of the shareholders.” See In re Saba Software, Inc. S’holder Litig., 2017 WL 1201108, at *21 (Del. Ch. March 31, 2017), as revised (April 11, 2017). Also see RE: BrandRep, LLC, et al. v. Chad Ruskey, et al., C.A. No. 2018-0541-MTZ
  6. Defendants owed Plaintiff a fiduciary duty to make proper representation regarding Defendants intentions with Gypsee Inc. Defendants also owed Plaintiff a fiduciary duty to fully disclose the status of Gypsee Inc. and their intent to abandon Gypsee Inc. and focus their efforts on another business, ‘Jedi Junk Removal’.
  7. The Defendants had asked Plaintiff to invest $50,000 into Gypsee Inc, but Defendant opted to set up another company, ‘Jedi Junk Removal,’ which made it impossible for Defendant to launch and run Gypsee Inc.
  8. Defendant’s abandonment of Gypsee Inc. caused Plaintiff to suffer a loss of $50,000 since the business has not been launched, and the Defendants attempted to get Plaintiff to breach the original contract and invest in a different company that Plaintiff had no desire or interest in being an investor in.
  9. Defendants advised Plaintiff that for Gypsee Inc. to launch in a timely fashion, Plaintiff would need to unequivocally invest the entirety of his 50,000 investment into Jedi Junk Removal to purchase a new Dump Truck. This was a violation of defendants fiduciary duty to plaintiff by the defendants
  10. The facts of this matter meet the elements of a breach of fiduciary duty claim. “To state a claim of breach of fiduciary duty, a plaintiff must plead facts in support of four elements: (1) the existence of a fiduciary relationship, (2) a breach of a fiduciary duty, (3) defendant’s knowing participation in that breach and (4) damages proximately caused by the breach.” See 77 Charters, Inc. v. Gould, et al., C.A. XXXXX )
  11. Defendants breached the fiduciary duty of disclosure owed to Plaintiff… “Directors breach their fiduciary duty of disclosure when the alleged omission or misrepresentation is material. When directors seek stockholder action and breach their fiduciary duty of disclosure, a stockholder can seek equitable relief or damages. In this context, we have characterized a fiduciary’s damages liability as “per se.” That is, when directors seek stockholder action and fail to disclose material facts bearing on the decision, a beneficiary need not demonstrate other elements of the context of the action the director is taking with regard to either the corporation or its shareholders.” See Lawrence A. Hamermesh, Calling Off the Lynch Mob: The Corporate Director’s Fiduciary Disclosure Duty, 49 Vand. L. Rev. 1087, 1146, 1169 (1996)
  12. Defendant’s decision and action to silently abandon the first business (Gypsee Travel) after Plaintiff had invested $50,000 and directed their energy and focus on another company was a breach of fiduciary duty. Notwithstanding the legality of the Defendant’s actions. Defendant’s inequitable actions do not become permissible. See Schnell v. Chris-Craft Indus., Inc., 285 A.2d 437, 439 (Del. 1971)
  13. Where a corporate General Partner fails to comply with a contractual standard of fiduciary duty that supplants traditional fiduciary duties, and the General Partner’s failure is caused by its directors and controlling stockholder, the directors, and controlling stockholder remain liable. XXXXX
  14. Defendant’s Breached the terms of the contract unequivocally and with wanton malice and disregard for the Plaintiff when he took the 50,000 dollars that was specifically invested into Gypsee Inc, a Travel Company, and spent it directly on expenses related to Jedi Junk Removal, A company that the Plaintiff has not now, nor ever will have any ownership interest in, even if the Defendants try to claim verbally and without any written contract that Plaintiff’s investment is now being devoted towards a new company and concept.

RELIEF SOUGHT DECLARATORY RELIEF

WHEREFORE, Plaintiff prays for a judgment against the Defendants for the following relief:

  1. A declaratory order be issued declaring the Defendants to be liable for breach of

fiduciary duty and breach of contract

  1. A declaratory order be issued declaring Defendants to be conflicted as the directors of two different companies where one company was abandoned after

receiving $50,000.

  1. An order be issued to compel Defendants to refund $50,000, the amount of money Plaintiff invested in the defunct Gypsee Travel;
  2. An order be issued to compel Defendants to pay actual damages in the amount

of $50,000;

  1. An order be issue dto compel Defendants to pay punitive damages in the amount

of $25,000

  1. g) Such other and further relief, legal and equitable, including fees and costs of

suit, be awarded to Plaintiff.

Dated this ____ day of XXXXX.

Respectfully Submitted,

___________________________________

XXXXX

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