IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION MARTIN-ELLIOT, LLC and

MARY JO BASLER, Plaintiffs, v. KELLEY DECKER, Defendant. ) ) ) ) ) ) ) ) ) ) )

Civil Action No. ___________ JURY TRIAL DEMANDED

COMPLAINT Plaintiffs Martin-Elliot, LLC (M-E) and Mary Jo Basler (collectively, Plaintiffs), by and through their attorneys, Edwards Wildman Palmer LLP, bring this complaint for declaratory judgment and damages against Defendant Kelley Decker, and hereby allege as follows: THE PARTIES 1. Plaintiff M-E is a limited liability company organized under the laws of the State

of Illinois, with its principal place of business at 877 Westminster Road, Lake Forest, IL, 60045. 2. Plaintiff Basler is an individual who is domiciled at 877 Westminster Road, Lake

Forest, IL, 60045. 3. Defendant Decker is an individual, who, on information and belief, is domiciled

at 2473 North Albany Avenue, Chicago, IL, 60647. JURISDICTION AND VENUE 4. This action arises, in part, under the Declaratory Judgment Act, 28 U.S.C. 2201

et seq., and is based on an actual and justiciable controversy between the parties with respect to the ownership of certain patent rights.

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This Court has jurisdiction over this action pursuant to 28 U.S.C. 1331 and

1338, as this is an action regarding assignment of a patent and certain other patent rights, including correction of inventorship under 35 U.S.C. 256, and thus involves a matter of federal law. This court has supplemental jurisdiction pursuant to 28 U.S.C. 1367 over Plaintiffs misappropriation, breach of fiduciary duty, and unjust enrichment claims. 6. Venue is proper under 28 U.S.C. 1391(b)(1) because a substantial part of the

events or omissions giving rise to Plaintiffs claims occurred in this district. 7. This Court has personal jurisdiction over the Decker because she resides in this

judicial district and has the required minimum contacts with this forum to establish personal jurisdiction. BACKGROUND 8. In the Fall of 2010, Basler and Decker began collaborating on a method and

apparatus for supplying a variety of stylish sleeves for wear with sleeveless outfits. The product arising from that method and apparatus is referred to herein as the Shimmie. The method and apparatus is disclosed in U.S. Patent Application No. 13/355,881 (the 881 Application) and disclosed and/or claimed in U.S. Patent No. 8,650,662 (the 662 Patent) (collectively, the Shimmie IP or Patent Assets). 9. Both Basler and Decker were actively involved with the design and development

of the Shimmie, the exploration of opening a retail clothing boutique, and related activities in furtherance of those ends. 10. To further that goal of bringing the Shimmie to be reduced to practice and brought

to market, Basler and Decker caused M-E to be organized in 2011. The members of M-E are Decker and LUMI Holdings, LLC (LUMI). Basler is the sole member of LUMI. The primary

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purpose of M-E was to reduce Basler and Deckers product to practice, and bring their product to market. 11. In 2010 and 2011, Basler made various advances of funds to M-E. Although

Decker received a salary from M-E, she made no financial contributions to M-E. 12. In 2011, M-E engaged finishing mill Holt Hosiery, Inc. (Holt) and fashion

design consultant Brandi Stewart to assist with the design and creation of Shimmie prototypes. M-E, not Decker, compensated Holt and Steward for their services. 13. From January 2011 through September 2011, M-E paid Decker a salary of $4,000

per month specifically as compensation for Deckers contribution to the design and development of the Shimmie, the exploration of opening a retail clothing boutique, and related activities in furtherance of those ends. M-E reimbursed Decker for her related business expenses incurred during the same time period. 14. From January 2011 through September 2011, Decker worked for M-E with the

specific goal of inventing, developing, and reducing to practice the Shimmie for M-E. Decker did so jointly with Basler, who acted on behalf of the only other member of M-E (namely, LUMI). Decker availed herself of the services of both Holt and Stewart, which services were paid for by M-E. 15. In or about October 2011, as a part of restructuring the organization and in

anticipation of hiring an operations manager, M-E ceased paying a monthly salary to Decker. 16. In or about November 2011, the parties exchanged correspondence regarding

ownership of the Patent Assets. Decker and M-E each claimed sole ownership. M-E further claimed that Basler made significant contributions to the development of the Patent Assets, and therefore, should have been named a co-inventor.

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THE 662 PATENT 17. On or about January 23, 2012, Decker filed the 881 Application without

informing and/or obtaining the consent of M-E or Basler. 18. Decker improperly omitted Basler as a co-inventor of the design and apparatus

disclosed and/or claimed in the 881 Application. 19. On or about February 18, 2014, the 662 Patent issued from the 881 Application.

The 881 Application and the 662 Patent name Decker as the sole inventor. 20. The 881 Application discloses and/or claims and the 662 Patent claims the

Patent Assets, which was developed jointly with Basler throughout the course of Deckers business relationship with M-E and Basler, using third-party resources paid for by M-E. COUNT I (M-E v. DECKER) DECLARATORY JUDGMENT THAT M-E OWNS AND IS ENTITLED TO ASSIGNMENT OF ALL RIGHT, TITLE AND INTEREST IN THE PATENT ASSETS 21. Plaintiffs repeat and incorporate herein by reference the allegations contained in

each of the foregoing paragraphs. 22. This is a claim made under the Declaratory Judgment Act, 28 U.S.C. 2201 et

seq. As a result of the foregoing, an actual justiciable controversy exists between M-E and Decker concerning whether M-E is the sole and rightful owner of the Patent Assets, and is entitled to an assignment by Decker of all right, title and interest in the Patent Assets. 23. 24. Patent Assets. 25. Accordingly, M-E seeks a judgment declaring that M-E is the sole and rightful M-E is the sole and rightful owner of the Patent Assets. M-E is entitled to an assignment by Defendant of all right, title and interest in the

owner of the Patent Assets free and clear of any ownership claims of Decker, declaring that

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Decker has no ownership rights in any of the Patent Assets and that M-E is entitled to an assignment of all right, title and interest in the Patent Assets. 26. M-E has suffered and will suffer irreparable harm absent an injunction enjoining

Decker to execute an Assignment of the Patent Assets to M-E. COUNT II (M-E v. DECKER) DECLARATORY JUDGMENT THAT M-E HOLDS, AT A MINIMUM, SHOP RIGHTS 27. Plaintiffs repeat and incorporate herein by reference the allegations contained in

each of the foregoing paragraphs. 28. This is a claim made under the Declaratory Judgment Act, 28 U.S.C. 2201 et

seq. As a result of the foregoing, an actual justiciable controversy exists between M-E and Decker concerning whether M-E has, at a minimum, shop rights entitling M-E to make, have made, use, sell offer for sale and/or import articles disclosed in and/or claimed by the 881 Application and/or the 662 Patent. 29. M-E holds, at a minimum, shop rights entitling it to make, have made, use, sell,

offer for sale and/or import articles disclosed in and/or purportedly claimed by the 881 Application and/or the 662 Patent. 30. Accordingly, M-E seeks a judgment declaring that M-E holds, at a minimum,

shop rights, declaring that Decker has no cause of action against M-E for infringement of the 662 Patent. COUNT III (M-E v. DECKER) BREACH OF FIDUCIARY DUTY 31. Plaintiff M-E repeats and incorporates herein by reference the allegations

contained in each of the foregoing paragraphs.

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32. 33.

Decker, as a member of M-E, owed fiduciary duties to M-E. Decker breached said duties by misappropriating the Patent Assets for herself,

and/or failing to assign the Patent Assets to M-E. 34. By reason of the foregoing, Decker violated her fiduciary duties to M-E, as a

result of which M-E has suffered and will suffer damages in the future in a total amount to be determined at the trial of this action. 35. Accordingly, M-E seeks a judgment declaring that M-E is the sole and rightful

owner of the Patent Assets free and clear of any ownership claims of Decker, declaring that Decker has no ownership rights in any of the Patent Assets and that M-E is entitled to an assignment of all right, title and interest in the Patent Assets. 36. M-E has suffered and will suffer irreparable harm absent injunctive relief

requiring Decker to execute an Assignment of the Patent Assets to M-E. 37. M-E is entitled to the damages and permanent injunctive relief caused by

Deckers misappropriation, including without limitation, monetary damages and the assignment of any patents which result from Deckers misappropriation. COUNT IV (M-E v. DECKER) MISAPPROPRIATION 38. Plaintiffs repeat and incorporate herein by reference the allegations contained in

each of the foregoing paragraphs. 39. M-E owned and owns certain intellectual property related to the 881 Application

and the 662 Patent. The intellectual property was developed with considerable expense and effort to M-E. 40. Decker misappropriated M-Es intellectual property for her own personal use.

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As a direct and proximate result of Deckers conduct, M-E has suffered actual

damages.In addition, M-E has suffered and will suffer irreparable harm absent a injunctive relief requiring Decker to execute an Assignment of the Patent Assets to M-E. 42. M-E is entitled to the damages and permanent injunctive relief caused by

Deckers misappropriation, including without limitation, monetary damages and the assignment of any patents which result from Deckers misappropriation. COUNT V (M-E v. DECKER) UNJUST ENRICHMENT 43. Plaintiffs repeat and incorporate herein by reference the allegations contained in

each of the foregoing paragraphs. 44. Deckers misappropriation and breach of her fiduciary duties to M-E has

conferred a significant benefit on Decker. Indeed, Decker has taken the Patent Assets for herself, despite forming and working for M-E to assist M-E to bring the Shimmie to market. As a result, Decker has been unjustly enriched by her wrongful conduct. 45. M-E has been deprived of the value of the Patent Assets. As a result, M-E is

entitled to damages for Deckers unjust enrichment, including without limitation, monetary damages which result from Deckers misappropriation of the Patent Assets. COUNT VI (M-E AND BASLER v. DECKER) DECLARATORY JUDGMENT FOR CORRECTION OF INVENTORSHIP 46. Plaintiffs repeat and incorporate herein by reference the allegations contained in

each of the foregoing paragraphs. 47. This is a claim made under the Declaratory Judgment Act, 28 U.S.C. 2201 et

seq. As a result of the foregoing, an actual justiciable controversy exists concerning whether the

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662 Patent improperly omits Basler as an inventor under 35 U.S.C. 256. 48. The 662 Patent discloses and/or claims Patent Assets which were developed

jointly by both Decker and Basler. 49. Basler is an inventor, individually and/or jointly, of the subject matter claimed in

one or more claims of the 662 Patent. 50. 51. The 662 Patent thus improperly lists Decker as the sole inventor. M-E has reputational and financial interests in Basler being properly listed as an

inventor of the subject matter claimed in the 662 Patent. 52. Accordingly, Plaintiffs seek a judgment that Basler be named as an inventor of the

662 Patent. Furthermore, pursuant to 35 U.S.C. 256, Plaintiffs seek an order from this Court instructing the Director of the United States Patent and Trademark Office to issue an amended certificate naming Basler as a co-inventor of the 662 Patent. WHEREFORE, Plaintiffs request the following relief: (a) A declaratory judgment pursuant to 28 U.S.C. 2201 et seq. that M-E is the sole and rightful owner of the Patent Assets free and clear of any ownership claims of Decker; (b) A declaratory judgment pursuant to 28 U.S.C. 2201 et seq. that M-E is entitled to an assignment of all right, title and interest in the Patent Assets; (c) A declaratory judgment pursuant to 28 U.S.C. 2201 et seq. declaring that Decker has no ownership rights in any of the Patent Assets; (d) A declaratory judgment pursuant to 28 U.S.C. 2201 et seq. declaring that M-E has, at a minimum, shop rights entitling M-E to make, have made, use, sell offer for sale and/or import articles disclosed in and/or purportedly claimed by the 881

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Application, the 662 Patent, and/or any patents issuing therefrom. (e) A declaratory judgment pursuant to 28 U.S.C. 2201 et seq. declaring that Basler is a co-inventor of the 662 Patent. (f) An Order that the Director of the United States Patent and Trademark Office issue an amended certificate naming Basler as a co-inventor of the 662 Patent. (g) An injunction requiring Decker to execute an Assignment of the Patent Assets to M-E; (i) (j) Judgment against Decker for an amount to be determined at the trial of this action; Awarding Plaintiffs the costs and expenses of this litigation, including reasonable attorneys fees; and (k) Such further and other relief as this Court may deem just and proper. DEMAND FOR JURY TRIAL Plaintiffs demand a jury trial on all issues triable of right by jury.

Dated: April 2, 2014

Respectfully submitted, MARTIN-ELLIOT, LLC MARY JO BASLER By: /s/ Anthony G. Hopp One of their attorneys

Anthony G. Hopp, Esq. E. Tim Walker, Esq. David T. Van Der Laan, Esq. EDWARDS WILDMAN PALMER LLP 225 W. Wacker Drive Chicago, IL 60606-1229 Telephone: (312) 201-2000 FAX: (312) 201-2555

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