What are the facts in this case? The facts are the story of what happened (who, what, where, when) before the lawsuit. What is the
What are the facts in this case? The facts are the story of what happened (who, what, where, when) before the lawsuit.
What is the problem that the parties can't resolve on their own?
state and define the specific legal claims/causes of action. For example, breach of contract, tortious interference with contractual relations, copyright infringement, etc.
State and define the legal rules the court or plaintiff relies on in the opinion or complaint. For example, the Fair Labor Standards Act, the business judgment rule, respondeat superior, etc.
For each legal claim/cause of action, explain what legal relief was awarded (in an opinion) or sought (in a complaint). For example, monetary amount, attorney fees, court orders, etc.
I need the answers out of this case please and thank you
CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below. ) INDEX NO. UNASSIGNED NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 01/18/2022 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK BEAUTY HOLDINGS LLC, d/b/a THE SALON PROJECT BY JOEL WARREN Index No. Plaintiff, SUMMONS -against- Plaintiff designates SAKS & COMPANY LLC, JOHN DOES 1-10, NEW YORK COUNTY as may be revealed in the course of discovery as the place of trial Defendant. TO THE ABOVE-NAMED DEFENDANT(S): YOU ARE HEREBY SUMMONED to answer the verified complaint in this action and to serve a copy of your answer, on the Plaintiff's Attorney(s) within 20 days after the service of this summons, exclusive of the day of service, or within 30 days after the service is complete if this summons is not personally delivered to you within the State of New York. In case of your failure to answer, judgment will be taken against you by default for the relief demanded in the complaint. Dated: New York, New York January 18, 2022 HANTMAN & ASSOCIATES /s/ Robert J. Hantman Hantman & Associates 1 120 Avenue of Americas 4th Fl New York, NY 10036 212) 684 3933 650 West Avenue 2408 Miami Beach, Florida 33139 www.hantmanlaw.com thantman@hantmanlaw.com This is a copy of a pleading filed electronically pursuant to New York State court rules (22 NYCRR $202.5-b(d) (3) (i) ) which, at the time of its printout from the court system's electronic website, had not yet been reviewed and approved by the County Clerk. Because court . Because court rules (22 NYCRR $202.5 [d] ) authorize the County Clerk to reject filings for various reasons, readers should be aware that documents bearing this legend may not have been accepted for filing by the County Clerk. 1 of 17CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below. ) INDEX NO. UNASSIGNED CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below. ) INDEX NO. UNASSIGNED NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 01/18/2022 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 01/18/2022 COURT OF THE STATE OF NEW YORK with WeWork Companies Inc., ("We Work")' leasing critical parts of the space it had already COUNTY OF NEW YORK contracted to lease to SalonCo. Most recently, Saks reaffirmed its breach with a plan for BEAUTY HOLDINGS LLC, d/b/a THE SALON PROJECT BY JOEL WARREN Index No. construction on the 7" floor that would constructively evict and/or essentially disrupt and harm Plaintiff, plaintiff's business. VERIFIED COMPLAINT -against- 3. Saks's high-profile decision to lease prime space to WeWork in clear violation of SAKS & COMPANY LLC, JOHN DOES 1-10, its existing contractual obligations to SalonCo made it clear that Saks has no intention of as may be revealed in the course of discovery bringing its behavior into compliance. As reported by The Wall Street Journal on August 10, Defendant. 2021, Saks converted the space on the 10th floor of their Flagship New York location - Plaintiff Beauty Holdings LLC, d/b/a The Salon Project by Joel Warren ("SalonCo"), by previously promised to SalonCo - into co-working offices. and through its attorneys, Hantman & Associates, hereby complains of Defendant, Saks & https://www.wsj.com/articles/wework-to-run-co-working-spaces-in-some-saks-fifth-avenue-store Company LLC ("Saks"), as follows: S-11628596800. NATURE OF THE ACTION 4. As a result of Saks' breach of its obligations, SalonCo has suffered, and will 1. This case for breach of contract, breach of the duty of good faith and fair dealing, continue to suffer, substantial damages through no fault of plaintiff. and promissory estoppel arises out of Defendant's failure to comply with and complete breach of 5. All efforts by SalonCo to resolve this matter without court intervention have a Licensed Services Agreement between Saks and SalonCo dated January 10, 2017, as amended failed. (the "Contract"). The Contract provisions breached include but not necessarily limited to 2.1, PARTIES & VENUE 2.3b. 2.3c, 2.7,5.2 including breach of the promise that SalonCo would have an exclusive license 6. SalonCo is a New York Limited Liability Company with its principal place of to operate JOEL WARREN branded salons and provide Salon Services at more than a dozen business located in Staten Island, New York. SalonCo is in the business of owning and operating select Saks retail locations for a term of no less than ten years. high-end haircare salons throughout the United States. 2. From the moment Saks and SalonCo entered into the Contract, Saks began breaching the Contract provisions. More recently, Saks entered into a parallel business venture SalonCo believes that discovery is likely to reveal that WeWork tortiously interfered with the Contract. See October 22, 2021, Letter to We Work annexed hereto as "Exhibit B." If supported by the evidence, SalonCo will amend the complaint to add WeWork, and potentially others, as nts in this 2 This is a copy of a pleading filed electronically pursuant to New York State court rules (22 NYCRR $202.5-b(d) (3) (i) ) m the court system's electronic website, had not yet been reviewed and This is a copy of a pleading filed electronically pursuant to New York State court rules (22 NYCRR $202.5-b(d) (3) (i) ) h, at the time of its printout from the court system's electronic website, had not yet been reviewed and approved by the County Clerk. Because court rules (22 NYCRR $202.5 [d] ) authorize the County Clerk to re approved by the County Clerk. Because court rules (22 NYCRR $202.5 [d] ) authorize the County Clerk to reject filings for various reasons, readers should be aware that documents bearing this legend may not have been accepted for filing by the County Clerk. 2 of 17 filings for various reasons, readers should be aware that documents bearing this legend may not have been accepted for filing by the Co 3 of 17CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below. ) INDEX NO. UNASSIGNED CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below. ) INDEX NO. UNASSIGNED NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 01/18/2022 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 01/18/2022 7. Saks is a Delaware Limited Liability Company with its principal place of business 14. Starting in late 2014, Saks began to review its salon services program. Saks located at 12 East 49th Street, New York, NY, 10017. interviewed various elite salon operators and brands in order to ensure that its Salon Services 8. Saks, through its affiliated companies, operates high-end, luxury retail department remained competitive and of the highest quality. stores worldwide under the Saks Fifth Avenue brand, including more than thirty stores located in 15. As part of this review, Saks entered into discussions with various salon operators the United States and several in Canada regarding a potential agreement to operate high-end salons in the Saks retail stores. 9. Venue in this Court is proper under CPLR $ 501 because the parties fixed the 16. Saks eventually entered into a contract with John Barret, only to end up in place of trial as New York County pursuant to Section 18.2 of the Contract. litigation with him. As reported by The New York Post on July 23, 2016, in an article titled GENERAL ALLEGATIONS "Hillary Clinton's hairdresser entangled in vicious $11M lawsuit," Mr. Barret contended that the 10. Saks is an expansive luxury department store chain with approximately 12,000 funding for the expansion did not materialize as promised. employees and it generates over $1.4 billion in annual sales across all of its locations. Its https://pagesix.com/2016/07/23/hillary-clintons-hairdresser-entangled-in-vicious-11m-lawsuit/. competitors in the high-end luxury department store space include, among others, Bergdorf 17. Following this debacle, Saks set out to find a world class salon operator for its Goodman, Neiman Marcus, Barneys and Bloomingdale's. retail stores and reached out to celebrity colorist Joel Warren who has been a leader in the 11. Saks offers Salon Services at certain of its retail locations. Saks' customers haircare industry for over 30 years and had an existing business - "Warren Tricomi" - See purchase a wide variety of salon and spa services, and hair and body products at these locations. www.warrentricomi.com before he was lured away by Saks based on false promises. Saks The Salon Services that Saks offers generate revenue through direct sales, and also provide a apparently later decided they could make more money by not living up to their promises and unique customer experience, ensuring both loyalty and return visits to Saks' retail stores. collaborating with "WeWork," a company with whom Saks, Hudson Bay Company, Richard 12. Services of this type are commonly provided by high-end luxury department Baker and Lord & Taylor have a longstanding relationship. stores to enhance the customer experience. Mr. Warren's passion for his work led him to envision the "salon of the future" 13. Saks had consistently offered Salon Services to its customers at the highest that would excel in three major categories: expert stylists, curated products, and state-of-the-art quality in a manner that befits the Saks Fifth Avenue brand. technology. 3 4 , at the time of its This is a copy of a pleading filed electronically pursuant to New York State court rules (22 NYCRR $202.5-b(d) (3) (i) ) t been reviewed and This is a copy of a pleading filed electronically pursuant to New York State court rules (22 NYCRR $202.5-b(d) (3) (i) ) reviewed an approved by the County Clerk. Because court rules (22 NYCRR $202.5 [d] ) authorize the County Clerk to re approved by the County Clerk. Because court rules (22 NYCRR $202.5[d] ) authorize the County Clerk to reject filings for various reasons, readers should be aware that documents bearing this legend may not have been accepted for filing by the County Clerk. 4 of 17 filings for various reasons, readers should be aware that documents bearing this legend may not have been accepted for filing by the County Clerk. 5 of 17CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below. ) INDEX NO. UNASSIGNED CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below. ) INDEX NO. UNASSIGNED NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 01/18/2022 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 01/18/2022 19. The Salon Project was Mr. Warren's masterpiece, an unparalleled space that Men's clothing and accessories floor - where there was no bathroom for women so they would combined world-class stylists, top-notch services, and the most-wanted beauty brands - all in need to go to a different floor. one luxurious setting. 26. Additionally, no signage or directions to the salon were displayed and the Google 20. Saks reached out to Mr. Warren and negotiated with him to provide salon and med search for "salon at Saks" listed the wrong phone number, which Saks failed to change to the spa services at the flagship Saks Fifth Avenue location and other locations throughout the United correct number. States. 27. While this was said to be only temporary and the salon location was to be on the . On June 14th, 2016, Saks signed a Letter of Intent with Mr. Warren, identifying tenth floor as promised originally, Saks surreptitiously and fraudulently entered into an specific terms of an exclusive license ("Exclusivity License") for Mr. Warren to operate beauty agreement with WeWork, unbeknownst to SalonCo, to lease the tenth floor to WeWork for use as salons within Saks' properties. The Exclusivity License applied to all locations identified in a co-working space, after SalonCo had already spent over $300,000.00 on plumbing, and Exhibit A of the LOI. construction services. 22. On January 10th, 2017, Saks and Mr. Warren, as President of SalonCo, signed the 28. Previously, as reported in Forbes on October 24, 2017, Saks' parent company sold Contract, which included the Exclusivity License language consistent with the aforementioned the Lord & Taylor Flagship New York City building to WeWork. HBC's Richard Baker On Letter of Intent for a term of 10 years (the "Term"). See "Exhibit A." WeWork-Lord & Taylor Deal: 'This Is A Moment Of Transition (forbes.com). 23. Mr. Warren's The Salon Project was publicized in Vogue, Salon Today, The New 29. Subsequently, as reported by Businesswire on June 10, 2019, "Richard A. Baker, York Post, and others. A collection of these publications can be found at Governor and Executive Chairman of HBC; Rhone Capital L.L.C.; WeWork Property Advisors; https:/www.thesalonproject.com/press/ . .." among others, submitted a Take-Private Proposal for Saks' parent company, Hudson Bay. 24. Almost immediately after executing the Contract with SalonCo, Saks embarked https://www.businesswire.comews/home/20190610005399/en/Shareholders-Collectively-Owni on a journey of frustrating the Contract and ignoring the mutually agreed upon terms to the ng-57-of-Hudson%E2%80%99s-Bay-CompanyE2%80%99s-Outstanding-Common-Shares-Su detriment of SalonCo. bmit-Take-Private-Proposal-for-C9.45-per-Share-in-Cash). 25. In a rush to capitalize on Mr. Warren's celebrity appeal at the Fifth Avenue 30. The announcement of Saks' coworking space agreement with WeWork on August Flagship New York City Location, Saks required that SalonCo open on the seventh floor - the 10, 2021, followed prior and continuous breaches of the Contract and was on the eve of This is a copy of a pleading filed electronically pursuant to New York State court rules (22 NYCRR $202.5-b(d) (3) (1) ) s electronic website, had not yet been reviewed and This is a copy of a pleading filed electronically pursuant to New York State court rules (22 NYCRR $202.5-b(d) (3) (i) ) t system's electronic website, had not yet been reviewed approved by the County Clerk. Because court rules (22 NYCRR $202.5[d] ) authorize the County Clerk to reject approved by the County Clerk. Because court rules (22 NYCRR $202.5[d] ) authorize the County Clerk to reject filings for various reasons, readers should be aware that documents bearing this legend may not have been filings for various reasons, readers should be aware that documents bearing this legend may not have been accepted for filing by the County Clerk. 6 of 17 accepted for filing by the County Clerk. 7 of 17CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below.) INDEX NO. UNASSIGNED CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below. ) INDEX NO. UNASSIGNED NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 01/18/2022 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 01/18/2022 We Work's initial public offering on October 21, 2021. This arrangement was part of a devious come to Saks and experience our brand." scheme by Saks - and potential other parties- to mislead SalonCo and disregard the Contract. https:/www.prnewswire.comews-releases/saks-fifth-avenue-unveils-new-beauty-floor-in-new- 31. Mr. Warren spent at least three years and over $100,000.00 of his personal savings york-flagship-300652597.html. to negotiate the Contract with Saks, plan and design the space, and then was promised a $4 36. Saks is also in breach of Section 2.3(b) of the Contract which expressly states, million dollar loan after meeting with Richard Baker who individually and on behalf of SAKS among other things: made promises which were never lived up to as substantiated by email correspondence. During the Term, Saks shall use reasonable efforts to afford SalonCo the opportunity to open additional Locations in New Locations. 32. After Saks and SalonCo entered into the Contract, and after SalonCo had 37. Saks is in violation of Section 2.3(b) by virtue of Saks licensing Salon Services in substantially performed its obligations pursuant to the Contract, Saks reneged on the Contract as one of Saks' New Locations, namely Brookfield Place, without making any effort whatsoever to follows. afford SalonCo the opportunity to open in such New Location. 33. Saks breached Section 2.1 of the Contract which expressly provides, among other 38. Saks licensed other Salon Services providers at Brookfield Place after learning of things, that: Mr. Warren's concept for this New Location. In addition to violating the Contract thereby, Saks . . . Saks will not (i) operate on Saks' own behalf, or (ii) license or lease space in any SAKS FIFTH AVENUE store to any licensee or tenant for also breached a non-disclosure agreement and exclusivity provision. Saks denied SalonCo from use for providing Salon Services to any other licensee or tenant for use for providing Salon Services other than to the existing operator as of the including its own med spa services unreasonably, and then secretly negotiated with other salon Effective Date solely in the Saks Fifth Avenue Store in Troy Michigan. service providers to increase its profits and cut Mr. Warren out of the deal. 34. Saks is in violation of this section by virtue of licensing space on the second floor 39. Moreover, pursuant to Section 2.3(c), to the extent Saks has entered into licensing of the Flagship New York City location to other licensees providing Salon Services on a for transactions with third parties other than SalonCo in any New Location, the financial terms of profit basis and not on a promotional or temporary basis. See Photograph of Second Floor salon such transactions shall be no less favorable to Saks than those offered to SalonCo. Accordingly, services provider annexed hereto as "Exhibit C." if Saks has offered more favorable financial terms to such third parties, Saks is in breach of this 35. Further, in a press release on May 22, 2018, Marc Metrick, President of Saks Fifth section of the Contract. Avenue, promoted other brands providing Salon Services at Saks and excluded SalonCo from 40. Saks is also in breach of Section 2.7, which expressly states, among other things: garnering publicity, despite the Contract: "What we've done with Beauty gives the customer a Saks shall . . . provide (and maintain during the Term) directory and warmer environment, differentiated from what they can get anywhere else and creates a reason to information listings and directional signage in the Stores indicating the location of the salon in the Stores. Saks shall advertise the availability of Salon Services on its primary website, and with the cooperation of 8 This is a copy of a pleading filed electronically pursuant to New York State court rules (22 NYCRR $202.5-b(d) (3) (1) ) This is a copy of a pleading filed electronically pursuant to New York State court rules (22 NYCRR $202.5-b(d) (3) (i) ) which, at the time of its printout from the court system's electr s electronic website, had not yet been reviewed and ic website, had not yet been reviewed and t system's electronic website, approved by the County Clerk. Because court rules (22 NYCRR $202.5 [d] ) authorize the County Clerk to reject approved by the County Clerk. Because court rules (22 NYCRR $202.5 [d] ) authorize the County Clerk to reject filings for various reasons, readers should be aware that documents bearing this legend may not have been filings for various reasons, readers should be aware that documents bearing this legend may not have been accepted for filing by the County Clerk. 8 of 17 accepted for filing by the County Clerk. 9 of 17CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below. ) INDEX NO. UNASSIGNED CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below. ) INDEX NO. UNASSIGNED NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 01/18/2022 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 01/18/2022 SalonCo, in a manner reasonably calculated as to help drive traffic to the 47. Without written notice Saks excluded SalonCo from the 10th floor of the Flagship salons located in the Stores. Fifth Avenue Location and instead only offered the seventh floor in violation of the Contract 41. Saks is in violation of Section 2.7 by failing to provide website advertising for although the parties previously agreed that the Licensed Space for SalonCo would be a 10,000 SalonCo. In fact, there is no reference to SalonCo on Saks' primary website, whatsoever. Saks square foot facility on the 10th floor. also denied SalonCo signage and displaying directions to the salons as promised in the Contract. 48. Not only did Saks violate the Contract but when Mr. Warren asked Richard Baker 42. Saks is in violation of its Contract as they unilaterally, without notice, entered if he was going to pay for the buildout, Mr. Baker refused. directly or indirectly into venture with We Work involving the 10th floor in violation of Section 49. Saks also tried to pressure SalonCo into signing a Third Amendment to the 5.2 of the Contract with SalonCo which provides that the Licensed Space on the 10th floor of the Contract which significantly reduces the benefit of the bargain to SalonCo under the Contract. Flagship Fifth Avenue location was to consist of a 10,000 square foot facility for SalonCo. See See Proposed Third Amendment rejected by SalonCo, annexed hereto as "Exhibit E." 10th Floor Plans for SalonCo annexed hereto as "Exhibit D." FIRST CAUSE OF ACTION 43. Further, under Section 5.2 of the Contract, to the extent SalonCo was to be (Breach Of Contract) relocated from the 10th floor to another floor, the "Licensed Space" must be the same size, and 50. Plaintiff repeats, realleges, and restates each and every paragraph above as if said the cost to move SalonCo shall be at Saks' sole cost and expense which Saks failed to do. paragraphs were more fully set forth herein at length. 44. Saks is in violation of Section 2.1 of the Agreement by failing to pay an outstanding 51. By failing to fulfill the terms of the Contract Saks has breached its promises to invoice in the amount of $157,533.06 for the Brookfield Place location and an outstanding Plaintiff under the Contract. invoice in the amount of $325,825.85 for the Fifth Avenue Flagship 10th floor space. The total 52. Plaintiff has satisfied all its obligations under the Contract and all conditions amount due which Saks failed to pay is $483,358.91, plus interest. precedent to bringing this action. 45. Despite the agreement with Plaintiff, Saks overcharged SalonCo for rent 53. As a direct and proximate result of Saks' breaches of its contractual obligations, according to the calculation based upon net sales prescribed by Section 1.1(i)(ii). Plaintiff has suffered and/or will suffer damages believed to be in excess of $25,000,000 dollars, 46. SalonCo made substantial investments and raised money in reliance on the exclusive of the damage to Plaintiff's goodwill and reputation. promises made by Saks, only for Saks to break its promises and make a secret deal with We Work 54. Plaintiff has attempted and continues to attempt in good faith to mitigate the to form a new company "Saks Work" to help raise money for We Work immediately prior to its damages caused by Saks' breaches of the Contract. IPO. 10 This is a copy of a pleading filed electronically pursuant to New York State court rules (22 NYCRR $202.5-b(d) (3) (i) ) This is a copy of a pleading filed electronically pursuant to New York State court rules (22 NYCRR $202.5-b(d) (3) (i) ) which, at the time of its printout from the court system's electr s electronic website, had not ye been reviewed and t system's electronic website, had not yet approved by the County Clerk. Because court rules (22 NYCRR $202.5[d] ) authorize the County Clerk to reject approved by the County Clerk. Because court rules (22 NYCRR $202.5 [d] ) authorize the County Clerk to reject been reviewed and filings for various reasons, readers should be aware that documents bearing this legend may not have been 10 of 17 filings for various reasons, readers should be aware that documents bearing this legend may not have been accepted for filing by the County Clerk. accepted for filing by the County Clerk. 11 of 17CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below. ) INDEX NO. UNASSIGNED CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below. ) INDEX NO. UNASSIGNED NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 01/18/2022 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 01/18/2022 55. By reason of Saks' breaches of the Contract, Plaintiff has suffered damages in an amount intention of performing or ability to perform its obligations, Saks acted in bad faith, and in a to be determined at trial, but in no event less than $25,000,000, plus interest, costs, and disbursements. manner intended to deprive Plaintiff of its benefits under the Contract. Accordingly, Saks has SECOND CAUSE OF ACTION breached its duty of good faith and fair dealing to Plaintiff. (Breach Of The Implied Covenant Of Good Faith And Fair Dealing) 63. As a direct and proximate result of Saks breach of the duty to deal with Plaintiff 56. Plaintiff repeats, realleges, and restates each and every paragraph above as if said fairly and in good faith, Plaintiff has suffered and/or will suffer damages believed to be in excess paragraphs were more fully set forth herein at length. of $25,000,000 dollars, exclusive of the damage to Plaintiff's goodwill and reputation. 57. In every contract there is an implied covenant of good faith and fair dealing that 64. By reason of the foregoing, Plaintiff has suffered damages in an amount to be requires, among other things, that each party to the contract: (a) take no action to deny the other determined at trial, but in no event less than $25,000,000, plus interest, costs, and disbursements. party the benefits of the agreement, and (b) do everything within its capacity to ensure that the other party enjoys the benefits of that agreement. THIRD CAUSE OF ACTION [Promissory Estoppel 58. By reason of the Contract, Saks covenanted to perform in good faith and deal 65. Plaintiff repeats, realleges, and restates each and every paragraph above as if said fairly with Plaintiff in all respects related to the subject matter of the Contract. paragraphs were more fully set forth herein at length. 59. The implied covenant of good faith and fair dealing prohibited conduct by Saks 66. Plaintiff reasonably expected Saks to fulfill its obligations. which prevented or impaired, or would tend to prevent or impair, Plaintiff from enjoying the 67. Plaintiff changed its position substantially in foreseeable and reasonable reliance benefits of the Contract. upon Saks' promises. 60. Plaintiff has at all times fulfilled all conditions, covenants and promises it was 68. In reasonable reliance upon Saks' promises, Plaintiff invested substantial time, required to perform under the Contract with Saks. effort, and resources to perform its obligations under the Contract and to ensure that the launch 61. By its actions Saks has prevented Plaintiff from enjoying the benefits of the of the Salons would be a success, including but not limited to planning upcoming customer Contract and has deprived Plaintiff of its ability to receive the economic benefit from its events to promote the Salons including influencer events, product company events, social media relationship with Saks events, and paid online marketing events. 62. Moreover, by inducing Plaintiff to enter into an exclusive arrangement requiring 69. As a direct and proximate result of Plaintiff's reasonable reliance upon the rebranding of existing salons and encouraging Mr. Warren to leave his prior company and inhibiting his ability to contract with other third parties for salon services, knowing that it had no 11 12 This is a copy of a pleading filed electronically pursuant to New York State court rules (22 NYCRR $202.5-b(d) (3) (1) ) which, at the time of its printout from the court system's electr system's electronic website, had not y This is a copy of a pleading filed electronically pursuant to New York State court rules (22 NYCRR $202.5-b(d) (3) (i) ) approved by the County Clerk. Because court rules (22 NYCRR $202.5[d] ) authorize the County Clerk to reject been reviewed and which, at the time of its printout from the court system's electr ed by the County Clerk. Because court rules (22 NYCRR $202.5 [d] ) authorize the County Clerk to reject been reviewed and filings for various reasons, readers should be aware that documents bearing this legend may not have been 12 of 17 filings for various reasons, readers should be aware that documents bearing this legend may not have been accepted for filing by the County Clerk. accepted for filing by the County Clerk. 13 of 17CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below. ) INDEX NO. UNASSIGNED 1/ CAUTION. THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below. ) INDEX NO. UNASSIGNED NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 01/18/2022 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 01/18/2022 Saks' promises, Plaintiff has suffered and/or will suffer injury and damages believed to be in DEMAND FOR JURY TRIAL excess of $25,000,000 dollars, exclusive of the damage to Plaintiff's goodwill and reputation. Plaintiff demands a trial by jury on all issues. 70. By reason of the foregoing, Plaintiff has suffered damages in an amount to be Dated: January 16 , 2021 New York, New York determined at trial, but in no event less than $25,000,000, plus interest, costs, and disbursements. By: HANTMAN & ASSOCIATES PRAYER FOR RELIEF /s/ Robert J. Hantman Hantman & Associates WHEREFORE, Plaintiff prays that the Court enter judgment in its favor and against Defendant 1120 Avenue of Americas 4th Fl New York, NY 10036 as follows: (212) 684 393. 650 West Avenue 2408 a. On the First Cause of Action, judgment for damages in an amount to be Miami Beach, Florida 33139 www.hantmanlaw.com determined at trial, but in no event less than $25,000,000, plus interest, costs, and chantman@hantmanlaw.com disbursements b. On the Second Cause of Action, judgment for damages in an amount to be determined at trial, but in no event less than $25,000,000, plus interest, costs, and disbursements. C. On the Third Cause of Action, judgment for damages in an amount to be determined at trial, but in no event less than $25,000,000, plus interest, costs, and disbursements. d. Judgment awarding all costs and attorneys' fees incurred by Plaintiff in the prosecution of this action. 2. Judgment awarding punitive damages to the extent allowable under applicable law. f. Judgment granting such other and further relief as the Court may deem just and proper. 13 14 This is a copy of a pleading filed electronically pursuant to New York State court rules (22 NYCRR $202.5-b(d) (3) (1) ) system's electronic website, had not y This is a copy of a pleading filed electronically pursuant to New York State court rules (22 NYCRR $202.5-b(d) (3) (i) ) me of its printout from the court system's electr approved by the County Clerk. Because court rules (22 NYCRR $202.5 [d] ) authorize the County Clerk to reject been reviewed and approved by the County Clerk. Because court rules (22 NYCRR $202.5 [d] ) authorize the County Clerk to reject been reviewed and filings for various reasons, readers should be aware that documents bearing this legend may not have been 14 of 17 filings for various reasons, readers should be aware that documents bearing this legend may not have been accepted for filing by the County Clerk. accepted for filing by the County Clerk. 15 of 17CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below. ) INDEX NO. UNASSIGNED CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below. ) INDEX NO. UNASSIGNED NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 01/18/2022 NYSCEF DOC. NO. 1 JURAT RECEIVED NYSCEF: 01/18/2022 VERIFICATION State/Commonwealthof FLORIDA STATE OF NEW YORK city county of Hillsborough ss.: COUNTY OF NEW YORK On 01/16/2022 _, before me, Brandon Johnson Date JOEL WARREN, being duly sworn, deposes and says: Notary Name the foregoing instrument was subscribed and sworn (or affirmed) before me by: That I am an officer and one of the shareholders of Beauty Holdings LLC, d/b/a The Joel Bradley Warren Salon Project By Joel Warren, the plaintiff herein; that I have read and know the contents of the Name of Affiant(s) Personally known to me -- OR -- foregoing Verified Complaint; that the same is true of my own knowledge and belief, except as Proved to me on the basis of the oath of -- OR -- to those matters therein stated on information and belief, and as to those matters, I believe them Name of Credible Witness Proved to me on the basis of satisfactory evidence: driver_license to be true. Type of ID Presented Joel Bradley Warren WITNESS my hand and official seal. OTARY PUBLI BRANDON JOHNSON Joel Warren Notary Public - State of Florida B. Ja Commission # HH 27074 Notary Public Signature: THE OF FLORID Expires on August 3, 2024 Sworn to before me this Notary Name Brandon Johnson 16 day of January 2022 Notary Commission Number: HH 27074 Notary Commission Expires: 08/03/2024 Notarized online using audio-video communication See Attached Certificate Notary Public DESCRIPTION OF ATTACHED DOCUMENT Title or Type of Document: _Complaint Document Date: 01/16/2022 Number of Pages (including notarial certificate): 16 E 15 This is a copy of a pleading filed electronically pursuant to New York State court rules (22 NYCRR $202.5-b(d) (3) (1) ) This is a copy of a pleading filed electronically pursuant to New York State court rules (22 NYCRR $202.5-b(d) (3) (i) ) me of its printout from the court system's electr system's electronic website, had not yet been reviewed and approved by the County Clerk. Because court rules (22 NYCRR $202.5 [d] ) authorize the County Clerk to reject approved by the County Clerk. Because court rules (22 NYCRR $202.5 [d] ) authorize the County Clerk to reject been reviewed and filings for various reasons, readers should be aware that documents bearing this legend may not have been filings for various reasons, readers should be aware that documents bearing this legend may not have been accepted for filing by the County Clerk. 16 of 17 accepted for filing by the County Clerk. 17 of 17
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