Jackson - Complaint

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SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK ______________________________________________ JACKSON SU Plaintiff Index No. -against- Summons MSMB GROUP, MSMB CAPITAL MANGAGEMENT LLC, MSMB CAPITAL MANAGEMENT LP, MSMB CONSUMER GP LLC, MSMB CONSUMER LP, MSMB CONSUMER MANAGEMENT LLC, MSMB HEALTHCARE INVESTORS LLC, MSMB HEALTHCARE LP, MSMB HEALTHCARE MANAGEMENT LLC MSMB INVESTORS LLC, MSMB ISOTOPE FUND LP, MSMB ISOTOPE GP LLC, MSMB ISOTOPE MANAGEMENT LLC, MSMB PHARMACEUTICALS, INC.,, RETROPHIN INC, RETROPHIN LLC, RETROPHIN PHARMACEUTICAL INC, SUREPOINT INVESTMENT FUND LLC, MAREK BIESTEK and MARTIN SHKRELI

Venue is based on Defendants' Place of Business 777 Third Avenue, 22nd fl.. NY, NY 10017 Defendants County of New York _______________________________________________ TO THE ABOVE NAMED RESPONDENT: You are hereby summoned to appear in the Supreme Court of the State of New York, County of New York at the office of the Clerk of the said court at 60 Centre Street, NY, NY in the County of New York, City and State of New York within the time provided by law as noted below and to file your answer to the annexed complaint with the clerk: Upon the failure to appear or answer, judgment will be taken against you by default for the relief demanded in the complaint with interest from March 1, 2013 together with the costs of this action. Dated: March 25, 2013 M. Daniel Bach, Esq. Attorney for Plaintiff 38 West 32nd St., Suite 1110 NY, NY 10001 (917) 699.7193

FILED: NEW YORK COUNTY CLERK 04/02/2013 INDEX NO. 152992/2013NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 04/02/2013

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Note: The Law provides that a if this summons is served by its delivery to you personally within the city of New York, you must appear and answer within 20 days after service of this summons, exclusive of the day of service; or if this summons is served by delivery to any person other than you personally, or is served outside the city of New York or by publication, or by any means other than personal delivery to you within the city of New York you are allowed thirty days after proof of service thereof is filed with the clerk of this court within which to appear and answer. Defendants' address: 777 Third Avenue, 22nd Fl. NY, NY 10017

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SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK ______________________________________________ JACKSON SU Plaintiff Index No. -against- COMPLAINT MSMB GROUP, MSMB CAPITAL MANGAGEMENT LLC, MSMB CAPITAL MANAGEMENT LP, MSMB CONSUMER GP LLC, MSMB CONSUMER LP, MSMB CONSUMER MANAGEMENT LLC, MSMB HEALTHCARE INVESTORS LLC, MSMB HEALTHCARE LP, MSMB HEALTHCARE MANAGEMENT LLC MSMB INVESTORS LLC, MSMB ISOTOPE FUND LP, MSMB ISOTOPE GP LLC MSMB ISOTOPE GP LLC, MSMB ISOTOPE MANAGEMENT LLC, MSMB PHARMACEUTICALS, RETROPHIN INC, RETROPHIN LLC, RETROPHIN PHARMACEUTICAL INC, SUREPOINT INVESTMENT FUND LLC, MAREK BIESTEK and MARTIN SHKRELI _______________________________________________ Plaintiff by his attorney, M. Daniel Bach, Esq. complaining of the Defendants herein,

upon information and belief, respectfully shows to this court, and alleges as follows:

THE PARTIES

1. That at all times hereinafter mentioned, the Plaintiff presently resides at 401

East 60th St, NY, NY.

2. That at all times hereinafter mentioned, the Defendant MSMB Group is a

Delaware Corporation doing business in New York.

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3. The Defendant MSMB Group is doing business at 777 Third Avenue, NY,

NY 10017

4. That at all times hereinafter mentioned, the Defendant MSMB Capital

Management, LLC is a Delaware Corporation doing business in New York.

5. The Defendant MSMB Capital Management, LLC is doing business at 777

Third Avenue, NY, NY 10017

6. That at all times hereinafter mentioned, the Defendant MSMB Capital

Management, LP is a Delaware Corporation doing business in New York.

7. The Defendant MSMB Capital Management LP is doing business at 777


8. That at all times hereinafter mentioned, the Defendant MSMB Consumer GP

LLC is a Delaware Corporation doing business in New York.

9. The Defendant MSMB Consumer GP, LLC is doing business at 777 Third

Avenue, NY, NY 10017

10. That at all times hereinafter mentioned, the Defendant MSMB Consumer LP

is a Delaware Corporation doing business in New York.

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11. The Defendant MSMB Consumer LP is doing business at 777 Third Avenue,

NY, NY 10017

12. That at all times hereinafter mentioned, the Defendant MSMB Consumer

Management LLC is a Delaware Corporation doing business in New York.

13. The Defendant MSMB Consumer Management, LLC is doing business at 777


14. That at all times hereinafter mentioned, the Defendant MSMB Health Care

Investors LLC is a Delaware Corporation doing business in New York.

15. The Defendant MSMB Health Care Investors LLC is doing business at 777


16. That at all times hereinafter mentioned, the Defendant MSMB Health Care LP


17. The Defendant MSMB Health Care LP is doing business at 777 Third Avenue,

NY, NY 10017

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18. That at all times hereinafter mentioned, the Defendant MSMB Health Care


19. The Defendant MSMB Consumer Management, LLC is doing business at 777


20. That at all times hereinafter mentioned, the Defendant MSMB Investors LLC

is a Delaware Corporation doing business in New York.

21. The Defendant MSMB Investors, LLC is doing business at 777 Third Avenue,

NY, NY 10017

22. That at all times hereinafter mentioned, the Defendant MSMB Isotope Fund

LP is a Delaware Corporation doing business in New York.

23. The Defendant MSMB Isotope Fund LP is doing business at 777 Third


24. That at all times hereinafter mentioned, the Defendant MSMB Isotope GP


25. The Defendant MSMB Isotope GP LLC is doing business at 777 Third


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26. That at all times hereinafter mentioned, the Defendant MSMB Isotope


27. The Defendant MSMB Isotope Management LLC is doing business at 777


28. That at all times hereinafter mentioned, the Defendant MSMB

Pharmaceuticals Inc. is a Delaware Corporation doing business in New York.

29. The Defendant MSMB Pharmaceuticals Inc. is doing business at 777 Third


30. That at all times hereinafter mentioned, the Defendant Retrophin, Inc., is a


31. The Defendant Retrophin, Inc. is doing business at 777 Third Avenue, NY,

NY 10017

32. That at all times hereinafter mentioned, the Defendant Retrophin LLC is a


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33. The Defendant Retrophin, LLC is doing business at 777 Third Avenue, NY,

NY 10017

34. That at all times hereinafter mentioned, the Defendant Retrophin,

Pharmaceutical Inc. is a Delaware Corporation doing business in New York.

35. The Defendant Retrophin, Pharmaceutical Inc. is doing business at 777 Third


36. That at all times hereinafter mentioned, the Defendant Surepoint Investment

Fund LLC is a Delaware Corporation doing business in New York.

37. The Defendant Surepoint Investment LLC is doing business at 777 Third


38. The Defendant Martin Shkreli is the CEO and CFO of all the Defendant

companies.

39. The Defendant, Marek Biestek is a major shareholder in the defendant

companies.

40. The Defendant Marek Biestek works at said companies located at 777 Third

Avenue, New York, NY.

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41. The Defendant Martin Shkreli is the largest shareholder in the Defendant

companies.

42. The Defendant Martin Shkreli works at said companies located at 777 Third

Avenue, NY, NY 10017.

FACTS COMMON TO ALL CAUSES OF ACTION

43. That on or about January 12, 2012, Plaintiff signed a contract to work for

Defendants; MSMB Capital Management, LLC, MSMB Healthcare

Management, LLC, MSMB Isotope LLC, SurePoint Management, LLC,

Retrophin, LLC and "its related companies"

44. Defendant Martin Shkreli signed on behalf of the Defendant companies.

45. Plaintiff was to manage the infrastructure for these companies; specifically

operations, technology, administration and human resources.

46. The Plaintiff was to be the Chief Operating Officer for all the Defendant

companies.

47. That the Plaintiff performed all of these activities as well as other

responsibilities during his tenure at the company.

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48. The offer of employment included incentive payments: (a) 25% of MSMB

Isotope, (b) 25% of MSMB Consumer, (c ) 18-25% of MSMB Healthcare and

other funds and (d) 2,500 units of Retrophin, LLC.

49. As per the contract, "in the case of Employee departure from the Company,

incentive payments will gradually decline 20% each year over the course of 5

years following year of departure.

50. The offer also included a guaranteed salary of $150,000, payable at the

beginning of each quarter.

51. The Plaintiff was also informed that health insurance would be included as

well.

52. That part of his responsibilities of the defendant companies included but was

not limited to: technology, formulating compliance policies, office

management, handled administrative duties and assisted in helping Retrophin,

Inc. to become a public company.

53. All of the Defendant companies were responsible for the salary of the Plaintiff.

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54. That the companies failed to make the first quarterly salary payment in

January, 2013 as per the agreement.

55. Said payment should have been in the amount of $37,500.

56. From the start of employment until the final date of employment the

Defendants failed to provide health insurance to the Plaintiff as previously

agreed to by the parties.

57. That the Plaintiff was forced to provide for his own health insurance in the

amount of $11, 970.

58. The Defendant companies breached their agreement with the Plaintiff.

59. That the Plaintiff received a letter dated March 8, 2013 from the Defendants'

attorney notifying him that he was terminated retroactively on December 21,

2012.

FIRST CAUSE OF ACTION

60. Plaintiffs repeat and re-alleges each and every paragraph 1 through 59 as if

fully set forth herein.

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61. That the Defendants failed to pay for the salary of the Plaintiff, thirty seven

thousand dollars five hundred ($37,500).

62. Defendants have failed to pay for Plaintiff's health benefits eleven thousand

three hundred and eighty seven dollars ($11, 970).

63. That the actions of the defendants constitute a breach of contract.

64. As a result, Plaintiff has been damaged and is entitled to recover from

defendants his unpaid compensation, interest, reasonable attorney fees and

costs and disbursements of the action.

65. That as a result of these actions the Plaintiffs are entitled to at least forty nine

thousand four hundred and seventy ($49, 470)

AS AND FOR A SECOND CAUSE OF ACTION

66. Plaintiff repeats and re-alleges each and every paragraph 1 through 65 as if


67. Defendants' failure to pay for the wages of the Plaintiff was in violation of

New York Labor Law Sec. 191 and its implementing regulations.

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68. Defendants' failure to pay wages earned was willful within the meaning of

New York Labor Law Sec. 198 and supporting regulations.

69. Due to defendants' New York Labor Law violations, plaintiff is entitled to

recover from defendants his unpaid compensation, liquidated damages,

interest, reasonable attorneys' fees, and costs and disbursements of the action,

pursuant to New York Labor Law Sec. 198.

AS AND FOR A THIRD CAUSE OF ACTION



71. That the actions of the Defendants are a breach of covenant of good faith and

fair dealing.

AS AND FOR A FOURTH CAUSE OF ACTION



73. That the actions of the Defendants consist of quantum meriut, and unjust

enrichment.

AS AND FOR A FITH CAUSE OF ACTION



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75. That as per the contract, the Plaintiff was to receive a percentage of the

performance fee.

76. The Defendant Martin Shkreli had claimed more than one hundred million in

assets ($100,000,000)

77. Based on the management fees of the Defendants, the Defendants should have

received $6,800,000.

78. Based on the contract terms the Plaintiff should receive 25% of $6,800,000 or

$1,700,000.

79. That as a result of these actions the Plaintiff is entitled to at least one million,

seven hundred thousand dollars.

AS AND FOR A SIXTH CAUSE OF ACTION



81. That the Plaintiff was not compensated for unused vacations.

82. That the amount is $4,615.

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83. That as a result of these actions the Plaintiffs are entitled to at least four

thousand six hundred and fifteen dollars $4,615.

AS AND FOR A SEVENTH CAUSE OF ACTION



85. Defendant's actions in failing to pay the wages and benefits have deprived the

Plaintiff of the benefits he was due under the agreement.

86. The actions referred to in paragraph 85 were the result of deliberate choices

and the exercise of discretion of the Defendants.

87. These actions of the Defendants were the breach of implied covenant of good

faith and fair dealing.

88. Plaintiff's damages are at least $1,700,000, but may be a higher amount.

PRAYER FOR RELIEF

WHEREFORE, Plaintiff respectfully request that the court grant the following relief:

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a. Plaintiffs demand compensatory damages due to the actions of the Defendants for

unpaid compensation due under New York Labor Law.

b. An award of liquidated damages as a result of defendants' willful failure to pay

compensation pursuant to New York Labor Law;

c. Damages for breach of contract.

d. Back pay.

e. Punitive damages.

f. An award of prejudgment and post judgment interest;

g. Plaintiffs demand attorneys fees against the Defendants as well as for costs and

expenses of this action.

JURY TRIAL DEMAND

Plaintiff demands trial by jury on all issues so triable.

Dated: April 1, 2013 New York, NY

M. Daniel Bach, Esq. Attorney for Plaintiff 38 West 32nd St., Suite 1110 NY, NY 10001 (917) 699.7193

Jackson - Complaint

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Transcript of Jackson - Complaint