FILED: NEW YORK COUNTY CLERK 02/03/ :53 PM INDEX NO /2015 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 02/03/2015

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1 FILED: NEW YORK COUNTY CLERK 02/03/ :53 PM INDEX NO /2015 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 02/03/2015

2 Defendants Addresses: KEITH De SANTO 511 West Bay Street, Suite 350 Tampa, FL GOLDES HOLDING LLC 26 Broadway, Suite 933 New York, New York, RHAMNOLIPID HOLDINGS, LLC, 511 West Bay Street, Suite 350 Tampa, FL RHAMNOLIPIDS COMPANIES, INC, 511 West Bay Street, Suite 350 Tampa, FL BIOSURFACTANT OIL RECOVERY, INC., 511 West Bay Street, Suite 350 Tampa, FL PARADIGM BIOMEDICAL, INC., 511 West Bay Street, Suite 350 Tampa, FL AURORA ADVANCED BEAUTY LABS, INC 511 West Bay Street, Suite 350 Tampa, FL

3 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK X BERGER & SKLAW LLP Index No. Plaintiffs, -against- VERIFIED COMPLAINT KEITH DeSANTO, GOLDES HOLDING LLC, RHAMNOLIPID INC., RHAMNOLIPID HOLDINGS, LLC, RHAMNOLIPIDS COMPANIES, INC, BIOSURFACTANT OIL RECOVERY, INC., PARADIGM BIOMEDICAL, INC., and AURORA ADVANCED BEAUTY LABS, INC., Defendant X Plaintiff BERGER & SKLAW LLP, appearing Pro Se, hereby complain of defendants as follows: 1. Plaintiff Berger & Sklaw LLP is a limited liability partnership consisting of attorneys licensed to practice law before the Courts of the State of New York, with its principal place of business at 295 Madison Avenue, New York, NY Defendant KEITH DeSANTO is a natural person and, upon information and belief, is a resident of Saint Petersburg, Florida. 3. Defendant GOLDES HOLDING LLC, is, upon information and belief, a limited liability company organized under the laws of the State of New York. 4. Defendant RHAMNOLIPID, INC., is, upon information and belief, a Delaware corporation with its principal place of business in Tampa, Florida. 5. Defendant BIOSURFACTANT OIL RECOVERY, INC., is, upon information 1

4 and belief, a Delaware corporation with its principal place of business in Tampa, Florida. 6. Defendant PARADIGM BIOMEDICAL, INC., is, upon information and belief, a Delaware corporation with its principal place of business in New York, New York. 7. Defendant AURORA ADVANCED BEAUTY LABS, INC. is, upon information and belief, a Delaware corporation with its principal place of business in Tampa, Florida. The defendants other than DeSanto are sometimes hereafter referred to as the Corporate Defendants. 8. Defendant RHAMNOLIPID HOLDINGS, LLC, is, upon information and belief, a Delaware limited liability company with its principal place of business in Tampa, Florida, and is the successor-in-interest to some or all of the Corporate Defendants. 9. Defendant RHAMNOLIPID COMPANIES, INC. is, upon information and belief, a Delaware corporation with its principal place of business in Tampa, Florida, and is the successor-in-interest to some or all of the Corporate Defendants. 10. On or around March 2, 2011, defendant Keith De Santo, individually and on behalf of the Corporate Defendants, retained plaintiff to represent them in connection with an ongoing lawsuit commenced by plaintiff Goldes Holdings LLC against numerous defendants in the New York County Supreme Court under Index number / The lawsuit was commenced by Goldes Holdings LLC as the result of a dispute over the ownership of corporate and intellectual property purchased by Goldes Holdings LLC and/or Keith De Santo from Goran Piljac, a scientist and resident of Zagreb, Croatia, and Tajco, Inc., a California corporation owned and controlled by Piljac and his family members, who were the additional defendants therein. 2

5 12. Additionally, plaintiff was retained to represent De Santo and the Corporate Defendants against the Counterclaims and Third-Party Claims brought against them by Dr. Piljac and Tajco, Inc. A copy of the Retainer Agreement is annexed hereto as Exhibit A. A copy of the Summons and Complaint is annexed as Exhibit B. A copy of the Answer with Counterclaims and Third-Party Complaint are jointly annexed as Exhibit C. 13. Under the terms of the Retainer Agreement, plaintiff was to be compensated at the rate of $400 per hour. 14. When plaintiff was first retained in the underlying matter in 2011, the prospects for success of the plaintiffs therein the defendants in this matter were in serious jeopardy. Justice Kornreich of the Commercial Division, New York County Supreme Court, to whom the matter had been assigned, had sanctioned plaintiffs Goldes Holdings as well as the third-party Defendants for what the court perceived to be the utter disregard of orders regarding discovery and attendance at mandatory mediation. As a result, Justice Kornreich ordered that plaintiffs were barred from conducting an examination before trial of any of the defendants, including Dr. Piljac. 15. Plaintiff herein was able to convince the court to reverse that determination and permit the depositions to be conducted. 16. When Dr. Piljac was deposed on June 25, 2012, he was forced to concede several issues critical to his case, which then opened the door to settlement. 17. The final settlement of the matter was also achieved as the result of a great deal of strategic and competent legal work on behalf by plaintiff herein. 18. That settlement was entered by Justice Kornreich over the strenuous 3

6 objection of Dr. Piljac, based upon the earlier testimony elicited by plaintiff at a hearing that plaintiff had requested. 19. At that hearing, Dr. Piljac had set forth the terms under which he would agree to settle the matter, terms highly favorable to DeSanto and the Corporate Defendants. When Dr. Piljac sought to disavow his earlier agreement to settle, the Court granted DeSanto s motion to deem the matter settled. 20. In addition to the work performed by plaintiff to convince the court to deem the matter settled, plaintiff herein made at least thirty appearances before Justice Kornreich on the matter, conducted depositions of an additional four defendants, prepared pre-trial memoranda and otherwise prepared for trial on at least five separate occasions, appeared at three separate arbitration proceedings, and otherwise devoted significant time to successfully representing its clients. 21. The time devoted to this matter, at the agreed upon rate of $400 per hour, and of which defendants were kept fully apprised, totaled $172,125.00, of which defendants have paid plaintiff a total of $50,000.00, leaving a balance of $122, Additionally, plaintiffs have open disbursements of $1, The total outstanding balance due and owing to plaintiffs is $123, Plaintiff provided defendants with regular statements for its services, none of which were paid aside from the initial $50, Although the Retainer Agreement between the parties called for regular payments, defendants implored plaintiff to continue working on their behalf, assuring them that the only thing preventing the Corporate Defendants from being wildly successful was 4

7 the lawsuit, and that a successful outcome would inure to everyone s benefit. herein. AS AND FOR A FIRST CAUSE OF ACTION (BREACH OF CONTRACT) 24. Plaintiff repeats and realleges all of the foregoing as though set forth fully 25. Defendants failure to pay plaintiff any of the outstanding balance constitutes a breach of the agreement between the parties. 26. As a direct and proximate result of the breach, plaintiff has suffered damages in the amount of $123, herein. AS AND FOR A SECOND CAUSE OF ACTION (ACCOUNT STATED) 27. Plaintiff repeats and realleges all of the foregoing as though set forth fully 28. Demand has been made for the sum of $123,390.00, but no part thereof has been paid and there is due and owing the sum of $123, dollars with interest from January 7, AS AND FOR A THIRD CAUSE OF ACTION (QUANTUM MERUIT) 29 Plaintiff repeats and realleges all of the foregoing as though set forth fully herein. 30. Plaintiff entered upon the performance of his retainer and did represent defendant and rendered legal services relative thereto from March 2011 through January

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14 EXHIBIT B

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