UNITED STATES DISTRICT COURT WESTERN DISTRICT OF MISSOURI CENTRAL DIVISION

UNITED STATES DISTRICT COURT WESTERN DISTRICT OF MISSOURI CENTRAL DIVISION ZUCKER FEATHER PRODUCTS, INC., ) ) Plaintiff, ) ) v. ) No. 2:14-CV-4298 ) HOLIDAY IMAGE, LLC, ) ) Serve: ) Corporate Service Bureau Inc. ) JURY TRIAL DEMANDED 28 Old Rudnick Lane ) Dover, DE 19901 ) ) Defendant. ) COMPLAINT COMES NOW Plaintiff Zucker Feather Products, Inc. ( Plaintiff or Zucker ), by and through undersigned counsel, and for its claims for relief against Defendant Holiday Image, LLC ( Defendant or Holiday Image ) states as follows: NATURE OF THE CASE 1. This is a suit for breach of contract, suit on account, quantum meruit and unjust enrichment to recover amounts due and owing to Plaintiff from Defendant for the manufacture and delivery of feather wing products to non-party Victoria s Secret Stores Brand Management, Inc. ( VSS ). The feather wing products were manufactured and delivered as requested by Defendant, and Plaintiff invoiced Defendant per the terms of the parties contracts. 2. Despite Defendant having been paid in part by VSS for the feather wing products, Defendant fails and refuses to pay the amounts due and owing under the parties contracts ostensibly because of a separate unrelated lawsuit involving a contract between Defendant and Case 2:14-cv-04298-NKL Document 1 Filed 11/10/14 Page 1 of 12

non-party VSS that is currently pending in the United States District Court for the Southern District of Ohio (Case No. 2:14-cv-02143-JLG-EPD). A competing lawsuit has been filed by Defendant against VSS and L-Brands, Inc. and is currently pending in the United States District Court for the Southern District of New York (Case No. 1:14-cv-08660-JMF). 3. Plaintiff has made multiple demands for payment, including a November 5, 2014, demand letter sent by electronic email and federal express including copies of a Statement of Account, Purchase Orders, Sales Confirmations and Invoices (the Demand Letter ). A true and accurate copy of the Demand Letter is attached hereto as Exhibit 1 and incorporated herein by this reference. 4. There is no legal basis for Defendant s position and Plaintiff is entitled to judgment in its favor for the full amount due under the parties contracts, pre and post judgment interest and court costs. THE PARTIES, JURISDICTION AND VENUE 5. Plaintiff Zucker Feather Products, Inc. is a Missouri corporation with its principal place of business in California, Missouri. For purposes of diversity jurisdiction, Plaintiff is a citizen of Missouri. 28 U.S.C. 1332(c)(1). 6. Defendant Holiday Image, LLC is a Delaware limited liability company which has two members: Matthew Schwam and Jilliam Schwam, both of whom reside at 39 Worth Street, Apartment 5E, New York, NY 10013. For purposes of diversity jurisdiction, Defendant is a citizen of New York. - 2 - Case 2:14-cv-04298-NKL Document 1 Filed 11/10/14 Page 2 of 12

7. This Court has subject matter jurisdiction pursuant to 28 U.S. C. 1332 because the matter in controversy exceeds the sum of $75,000.00, exclusive of interest and costs, and is between citizens of different states. 8. This Court has personal jurisdiction over Defendant because the contracts between Plaintiff and Defendant were accepted and made within the State of Missouri. Furthermore, Defendant has transacted business within the state of Missouri. Among other things, Defendant sent multiple purchase orders by e-mail to Plaintiff s employees located in Missouri, and sent samples, instructions, designs and patterns by federal express to Plaintiff s office in Missouri. Defendant also directed numerous telephone and written communications to Plaintiff s employees in the State of Missouri relating to the contracts at issue. Defendant has had sufficient minimum contacts with the State of Missouri such that personal jurisdiction is proper, and Defendant s acts within the state of Missouri and its contracts with the forum form the basis for Plaintiff s claims in this case. 9. Venue is proper in this District pursuant to 28 U.S.C. 1391(b)(2) because a substantial part of the events or omissions giving rise to the claim occurred in this District, and Defendant is subject to personal jurisdiction in this District. FACTS COMMON TO ALL COUNTS 10. Plaintiff is the leading manufacturer and wholesaler supplier for feather products in the United States. 11. Defendant provides custom holiday décor programs and seasonal visual displays for regional malls, flagship stores, national retailers, hotels and office building lobbies. 12. For the past four years, Plaintiff has provided feather products to Defendant and its customers. - 3 - Case 2:14-cv-04298-NKL Document 1 Filed 11/10/14 Page 3 of 12

13. In July 2014, Defendant approved and issued Purchase Order Nos. 4266, 4267, 4268 and 4269 to Plaintiff, requesting the production of feather wing products for delivery to VSS for the prices stated therein. 14. In September 2014, Defendant approved and issued Purchase Order No. 4365 (together with Purchase Order Nos. 4266, 4267, 4268 and 4269, the Purchase Orders ) to Plaintiff after Defendant decided to replace gold leaf material on certain feather wing products with gold paint. 15. In Purchase Order No. 4365 Defendant agreed to pay for the custom gold leaf that had already been purchased by the factory. 16. True and accurate copies of the Purchase Orders are included in Exhibit 1 and incorporated herein by this reference. 17. Plaintiff accepted the Purchase Orders from Defendant and issued Sales Confirmations confirming each of the Purchase Orders (the Sales Confirmations ). True and accurate copies of the Sales Confirmations are included in Exhibit 1 and incorporated herein by this reference. 18. In addition to the Purchase Order charges, Defendant also requested and approved charges for car service, plastic strapping, samples, and extra shipping costs relating to the goods requested in the Purchase Orders. 19. The goods were manufactured as requested in the Purchase Orders and shipped them to VSS as requested by Defendant. 20. Upon shipping of the goods Plaintiff issued invoices to Defendant reflecting the total amount due for each of the Purchase Orders (the Invoices ). True and accurate copies of the Invoices are included in Exhibit 1 and incorporated herein by this reference. - 4 - Case 2:14-cv-04298-NKL Document 1 Filed 11/10/14 Page 4 of 12

21. The goods reflected in the Purchase Orders, Sales Confirmations and Invoices were timely delivered to VSS as requested by Defendant. 22. Defendant and VSS accepted delivery of the goods reflected in the Purchase Orders, Sales Confirmations and Invoices. 23. Neither Defendant nor VSS objected to any of the goods delivered by Plaintiff, and none of the goods delivered by Plaintiff were returned. 24. According to the terms of the Invoices, final payment for the goods in the Purchase Orders, Sales Confirmations and Invoices was due on or about September 30, 2014. 25. After credits for partial payments received, Defendant is presently indebted to Plaintiff in the amount of $534,303.43. 26. In early October, 2014, Plaintiff s representatives began to inquire about the status of payment with Defendant. 27. Defendant s representatives originally indicated to Plaintiff that the Invoices had been approved for payment. 28. After multiple inquiries by Plaintiff, Defendant s controller, Tony Auliano, stated in a phone call on October 24, 2014, that Defendant was not in a position to make payment on the Invoices because of a dispute with VSS. 29. When asked if the dispute with VSS related to the goods in the Purchase Orders, Mr. Auliano stated that it did not. 30. Mr. Auliano specifically stated that there were no problems associated with the goods delivered by Plaintiff, but that VSS was not going to pay Defendant. 31. In a phone conversation on October 28, 2014, Defendant s president and chief executive officer, Matthew Schwam, stated that there were no problems associated with the - 5 - Case 2:14-cv-04298-NKL Document 1 Filed 11/10/14 Page 5 of 12

goods delivered by Plaintiff and that the dispute with VSS related to other contracts between Defendant and VSS regarding bows and other holiday display items. 32. The dispute between Defendant and VSS is currently pending in the United States District Court for the Southern District of Ohio (Case No. 2:14-CV-02143-JLG-EPD) (the VSS Lawsuit ) and the United States District Court for the Southern District of New York (Case No. 1:14-CV-08660-JMF) (the Holiday Image Lawsuit ). 33. The VSS Lawsuit is a suit for breach of contract, breach of express and implied warranties, promissory estoppel and declaratory relief relating to the manufacture and delivery of certain bows for use in VSS floor sets during the 2014 holiday season. 34. In the VSS Lawsuit, Defendant filed a Counterclaim entitled Action for the Price. Defendant s Counterclaim states: The wings -related goods were accepted by [VSS], which paid [Defendant] 30% of the purchase price with respect to the wings pursuant to the parties agreement. (See VSS Lawsuit, Defendant s Counterclaim [DN 69] at 15). 35. Plaintiff is not mentioned anywhere in the Complaint filed in the VSS Lawsuit. Nor does the lawsuit involve any of the feather wing products manufactured and delivered by Plaintiff to VSS at Defendant s request. 36. Defendant has been paid in part for the feather wing products manufactured and delivered by Plaintiff. 37. On November 5, 2014, Plaintiff sent a demand letter to Defendant via electronic email and federal express setting forth these facts, attaching copies of a Statement of Account, the Purchase Orders, the Sales Confirmations and the Invoices, and demanding payment of the $534,303.43 owed to Plaintiff by November 12, 2014. See Exhibit 1. - 6 - Case 2:14-cv-04298-NKL Document 1 Filed 11/10/14 Page 6 of 12

38. Defendant did not respond to the Demand Letter, and, as of the filing of this Complaint, Defendant has failed and refused to pay the amounts due and owing to Plaintiff. COUNT I BREACH OF CONTRACT 39. Plaintiff incorporates by reference and realleges, as if the same were fully set forth herein, each of its allegations contained in Paragraphs 1 through 38 of this Complaint. 40. Plaintiff and Defendant entered into valid and enforceable contracts for the production of feather wing products for delivery to VSS. 41. The contracts consist of the Purchase Orders, Sales Confirmation and Invoices. 42. At the time of the execution of the contracts there was an offer, an acceptance, and an agreement between the parties as to all essential terms of the contracts. 43. The contracts were supported by valuable consideration. 44. All of the feather wing products were manufactured and delivered as required by the contracts. 45. The feather wing products were timely delivered to VSS as requested by Defendant, and have been accepted by both Defendant and VSS. 46. Defendant failed and refused to pay Plaintiff for the manufacture and delivery of the feather wing products per the terms of the parties contracts. 47. Plaintiff has made multiple demands for payment from Defendant. 48. Defendant refused and continues to refuse to pay Plaintiff the amounts due under the contracts. 49. Defendant s failure to pay Plaintiff pursuant to the terms of the parties contracts is a material breach of the contracts. - 7 - Case 2:14-cv-04298-NKL Document 1 Filed 11/10/14 Page 7 of 12

50. Plaintiff has fully performed its obligations under the parties contracts, and any conditions precedent to final payment and performance by Defendant have occurred. 51. As a direct result of Defendant s breaches, Plaintiff has been damaged in the amount of Five Hundred Thirty-Four Thousand Three Hundred Three Dollars and Forty-Three Cents ($534,303.43). WHEREFORE Plaintiff Zucker Feather Products, Inc. respectfully requests this Honorable Court enter judgment in its favor and against Defendant Holiday Image, LLC in the amount of Five Hundred Thirty-Four Thousand Three Hundred Three Dollars and Forty-Three Cents ($534,303.43) together with pre and post judgment interest, its costs herein incurred and for any additional relief as this Court deems just and proper. COUNT II SUIT ON ACCOUNT 52. Plaintiff incorporates by reference and realleges, as if the same were fully set forth herein, each of its allegations contained in Paragraphs 1 through 38 of this Complaint. 53. Plaintiff accepted Defendant s Purchase Orders and feather wing products were manufactured and delivered to VSS as requested by Defendant. 54. Plaintiff charged Defendant for the manufacture and delivery of the feather wing products delivered to VSS. 55. Plaintiff also charged Defendant for amounts Defendant agreed to pay for car service, plastic strapping, samples, and extra shipping costs relating to the feather wing products manufactured and delivered to VSS. 56. Plaintiff sent Defendant invoices for the manufacture and delivery of the feather wing products to VSS. - 8 - Case 2:14-cv-04298-NKL Document 1 Filed 11/10/14 Page 8 of 12

57. The charges for the manufacture and delivery of the feather wing products delivered to VSS at Defendant s request by Plaintiff were reasonable. 58. Defendant has failed and refused to pay $534,303.43 of the charges for the manufacture and delivery of the feather wing products per the terms of the Invoices. 59. On November 5, 2014, Plaintiff sent Defendant a Statement of Account notifying Defendant of the outstanding balance. A true and accurate copy of the Statement of Account is included in Exhibit 1 and incorporated herein by this reference. 60. Despite having received this Statement of Account, Defendant has failed and refused to pay the amounts due and owing to Plaintiff. WHEREFORE Plaintiff Zucker Feather Products, Inc. respectfully requests this Honorable Court enter judgment in its favor and against Defendant Holiday Image, LLC in the amount of Five Hundred Thirty-Four Thousand Three Hundred Three Dollars and Forty-Three Cents ($534,303.43) together with pre and post judgment interest, its costs herein incurred and for any additional relief as this Court deems just and proper. COUNT III QUANTUM MERUIT 61. Plaintiff incorporates by reference and realleges, as if the same were fully set forth herein, each of its allegations contained in Paragraphs 1 through 38 of this Complaint. 62. Per Defendant s request to Plaintiff, the feather wing products at issue were manufactured and delivered to VSS. 63. Defendant also requested and approved charges for car service, plastic strapping, samples, and extra shipping costs relating to the feather wing products manufactured and delivered by Plaintiff. - 9 - Case 2:14-cv-04298-NKL Document 1 Filed 11/10/14 Page 9 of 12

64. The feather wing products manufactured and delivered to VSS and the car service, plastic strapping, samples, and extra shipping costs have a certain and reasonable value $534,303.43 as evidenced by the Purchase Orders, Sales Confirmations and Invoices. 65. Defendant has failed and refused to pay Plaintiff the reasonable value of manufacturing and delivering the feather wing products or the car service, plastic strapping, samples, and extra shipping costs. 66. As a result, Defendant has been unjustly enriched by the reasonable value of the feather wing products manufacture and delivered to VSS and the car service, plastic strapping, samples, and extra shipping costs. 67. Plaintiff has demanded payment for the reasonable value of the feather wing products manufacture and delivered to VSS and the car service, plastic strapping, samples, and extra shipping costs. 68. Defendant has refused and continues to refuse to pay Plaintiff for the reasonable value of the feather wing products manufacture and delivered to VSS and the car service, plastic strapping, samples, and extra shipping costs. WHEREFORE Plaintiff Zucker Feather Products, Inc. respectfully requests this Honorable Court enter judgment in its favor and against Defendant Holiday Image, LLC in the amount of Five Hundred Thirty-Four Thousand Three Hundred Three Dollars and Forty-Three Cents ($534,303.43) together with pre and post judgment interest, its costs herein incurred and for any additional relief as this Court deems just and proper. - 10 - Case 2:14-cv-04298-NKL Document 1 Filed 11/10/14 Page 10 of 12

COUNT IV UNJUST ENRICHMENT 69. Plaintiff incorporates by reference and realleges, as if the same were fully set forth herein, each of its allegations contained in Paragraphs 1 through 38 of this Complaint. 70. Pert Defendant s request to Plaintiff, the feather wing products were manufactured and delivered to VSS. 71. Defendant also requested and approved charges for car service, plastic strapping, samples, and extra shipping costs relating to the feather wing products manufactured and delivered by Plaintiff. 72. The feather wing products manufactured and delivered to VSS and the car service, plastic strapping, samples, and extra shipping costs are valued at $534,303.43 as evidenced by the Purchase Orders, Sales Confirmations and Invoices. 73. Defendant has been paid in whole or in part by VSS for the feather wing products feather wing products manufactured and delivered by Plaintiff. 74. Defendant accepted and retained the payment from VSS for the feather wing products manufactured and delivered by Plaintiff. 75. Despite Defendant s receipt of payment from VSS for the feather wing products manufactured and delivered by Plaintiff, Defendant has failed and refuses to pay Plaintiff for the manufacture and delivery of the feather wing products. 76. It would be unjust to allow Defendant to retain the benefit of the payment by VSS for the feather wing products manufactured and delivered by Plaintiff without paying Plaintiff for the manufacture and delivery of the feather wing products and the car service, plastic strapping, samples, and extra shipping cost. - 11 - Case 2:14-cv-04298-NKL Document 1 Filed 11/10/14 Page 11 of 12

WHEREFORE Plaintiff Zucker Feather Products, Inc. respectfully requests this Honorable Court enter judgment in its favor and against Defendant Holiday Image, LLC in the amount of Five Hundred Thirty-Four Thousand Three Hundred Three Dollars and Forty-Three Cents ($534,303.43) together with pre and post judgment interest, its costs herein incurred and for any additional relief as this Court deems just and proper. JURY DEMAND Plaintiff demands a jury trial on all claims so triable. Respectfully submitted, THOMPSON COBURN LLP By/s/ David M. Mangian Christopher M. Hohn, #44124MO Matthew J. Landwehr, #51945MO David M. Mangian, #61728MO One US Bank Plaza St. Louis, Missouri 63101 314-552-6000 FAX 314-552-7000 chohn@thompsoncoburn.com mlandwehr@thompsoncoburn.com dmangian@thompsoncoburn.com Attorneys for Plaintiff Zucker Feather Products, Inc. - 12 - Case 2:14-cv-04298-NKL Document 1 Filed 11/10/14 Page 12 of 12