1 Well-Med Global, LLC, (“Well-Med” or “Plaintiff”) Plaintiff, demanding trial by jury,

2 complains and alleges, upon information and belief, as follows.

3 I. INTRODUCTION
4 1. This action is brought by Well-Med—a multi-level marketing (“MLM”)
5 company—for damages and injunctive relief, arising from: 1) the theft of Well-Med’s
6 confidential, proprietary, independent-distributor (“ID”) information; 2) the raiding of
7 Well-Med’s downline IDs, by non-parties Tina Johnson and Dr. Chris Morris (collectively
8 the “Conspirators” 1), Defendant Awesome Synergy, Inc. (“Awesome Synergy”), and
9 Defendant NHT Global, Inc. (“NHT”), and its agents and representatives (such as NHT’s
10 Global and Founding Distributors defendants Joe Garcia (“Garcia”) Dan Catto (“Catto”),
11 Justin Crowder (“Crowder”), a customer service representative, and Sandy Conard
12 (“Conard”); and 3) the disparagement of Plaintiff and it good and services by Defendants.
13 2. On or around January 31, 2014, the Conspirators—through their limited
14 liability company, Ubiquity International, LLC., (“Ubiquity”) and later through Mind, Body,
15 & Spirit, Inc.—agreed in contract to supply Well-Med with StemFit for two years. Stemfit is
16 a nutritional supplement that contains, among other things: the incubated, fertilized, avian-
17 egg extract YTE (from Norway Marine Mineral Complex), Shark Cartilage, Glyconutrient,
18 and Phytonutrient. See Exhibits 1, 2. Users of the supplement report, among other things:
19 increased energy, endurance, improved focus, attention, concentration, and improved sleep.
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Plaintiff is currently prosecuting an arbitration against the Conspirators before AAA.
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COMPLAINT
 1 3. Several months prior to this two-year contract ending, Ubiquity, Mind Body
2 & Spirit, and the Conspirators chose to reach a secret agreement with NHT and its agents
3 Garcia and Catto to transfer the exclusive StemFit (a trademark of Plaintiff) product-line,
4 and Well-Med’s IDs to NHT. Plaintiff is informed and believe that the Conspirators met
5 with Garcia (NHT’s master distributor) as early as October 2015 (if not earlier) during a
6 Well-Med marketing trip. 2 See Exhibits 3, 4.
7 4. NHT and Garcia lured the Conspirators from Well-Med to NHT by promising
8 them the opportunity to join a global, $300 million company, and the potential to sell a
9 billion-dollar product called StemRenu:
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See also Exhibits 7, 8, 60.
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5. In addition, Plaintiff is informed and believes that NHT, Garcia, and Catto
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offered a specific position in NHT’s MLM Matrix—as well as a percentage of the profits
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2https://www.youtube.com/watch?v=FM_zShzJztg
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COMPLAINT
 1 from the sales of the StemRenu product—for the Conspirators’ agreement to license
2 StemRenu to NHT, and the transfer of Well-Med’s ID’s (downline) to NHT.
3 6. Knowing that StemFit had a loyal following, and was gaining sales
4 momentum at Well-Med (in September and November 2015 monthly sales were $356,555
5 and $328,458, respectively), the Conspirators—who were respected Well-Med IDs and
6 executives (the President and Chief Product Strategist, respectively)—set out to steal Well-
7 Med’s loyal customer base. See Exhibit 24.
8 7. To orchestrate the raid (“NHT Raid”)—which was planned in or around the
9 end of 2015, and reached maximum effect in or around March and April 2016—the
10 Conspirators, Awesome Synergy, NHT, Garcia, Catto, Crowder, and Conard concocted the
11 fiction that only NHT would have StemFit/StemRenu and a YTE-based supplement because
12 the Conspirators were the formulators, and therefore only they had the exclusive rights to
13 YTE (the key ingredient in StemFit). These statements were false. See Exhibit 7.
14 8. The Conspirators also created an artificial shortage of supply of Stemfit and
15 spread a false rumor to Well-Med IDs that Well-Med only possessed a two-to-three-week
16 supply of the product and after this supply was exhausted, Well-Med would no longer be
17 selling StemFit Active: only NHT would have the product. These false statements about
18 Well-Med and StemFit Active were also promulgated through social media outlets, at the
19 instruction of Conspirators, Crowder, Conard and NHT’s loyal distributors and agents:
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COMPLAINT
 1

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14 See also Exhibits 11, 34. In addition, the Conspirators misinformed Well-Med’s employees

15 that Well-Med was going out of business and that they would soon lose their jobs.

16 9. However, Well-Med (which as a result of the NHT Raid was forced to rebrand

17 itself as Aepic Global) did in fact have access to YTE (the main ingredient in StemFit), and

18 was able launch its second-generation YTE-based product shortly thereafter despite the false

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COMPLAINT
 1 and disparaging statements by the Conspirators, Crowder, Conard, Awesome Synergy,
2 NHT, Garcia, and Catto:
3 10. In their attempt to defame Well-Med and raid its IDs, Defendants and the
4 Conspirators: (1) misappropriated trade secrets in the form of proprietary Well-Med contact
5 information for active IDs and StemFit customers; and (2) engaged in tortious business acts
6 aimed at damaging Well-Med’s reputation in the multi-level marketing industry (such as
7 falsely stating Well-Med was selling products that used degraded YTE and that it was
8 unable to obtain certain ingredients for products.)
9 11. As shown below, this conduct towards Well-Med was egregious, intentional,
10 malicious, and undertaken with the specific intent to harm Well-Med professionally and
11 financially. Moreover, Plaintiff has been directly affected by these unlawful and tortious
12 actions in that it has lost business (in the form of product sales) and IDs who had actively
13 sold StemFit and other products.
14 12. Given that the unlawful conduct is continuing and ongoing, and that
15 Defendants and the Conspirators have misappropriated trade secrets, it’s clear that only an
16 express order from this Court enjoining Defendants and the Conspirators’ from continuing
17 their defamatory campaign, and unfair/unlawful business practices, and imposing punitive
18 damages will deter Defendants from continuing this misconduct.
19 II. THE PARTIES
20 A. PLAINTIFF
21 13. Well-Med is and at all times relevant to the allegations in this complaint was
22 a limited-liability company organized under the laws of the State of California with its
23 principal place of business in California and did business regularly throughout the United
24 States.
25 14. Well-Med is a multilevel-marketing (“MLM”) company that distributes skin-
26 care and wellness products. Well-Med was founded by Thomas Lee (“Lee”) in 2013. Prior
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COMPLAINT
 1 to this, Lee had formed two successful marketing organizations. Between 1994 and 2001, Lee
2 built independent financial service organizations via TransAmerica. Lee was able to expand
3 his group to over 10,000 agents, achieving the highest executive sales position in the
4 company. From 2001 to 2007, Lee founded Citinet Financial Group and served as its CEO,
5 expanding it to more than 50 mortgage-lending branches, and funding several billion
6 dollars of annual residential loans.
7 15. At the time of the NHT Raid, Well-Med was in its final development stages
8 which began in 2013 with product market, marketing system, and infrastructure testing as
9 well as the building of a corporate leadership team and IDs for the US market. Well-Med
10 was actively seeking private-equity investors to fund a planned global expansion 3. Well-
11 Med was planning an international launch into Canada, Asia, Australia, South America and
12 Europe, and was applying for licenses and completing product registrations to this end. See
13 Exhibit 4. For example, Well-Med had submitted all necessary documents to conduct
14 business in Canada, including: (1) “Request for a written opinion” sent to the Canadian
15 Business Bureau; (2) NAFTA Agreement; and (3) Request for a Business Number. Well-Med
16 also paid $4,500 for the preparation of a Canadian label in English and French and
17 submission of Health Canada Notification forms.
18 16. At its height (prior to the NHT Raid), Well-Med was also generating around
19 $200,000 per month in revenue and had nearly 2,000 active IDs.
20 After the NHT Raid, however, Well-Med was forced to rebrand itself as Aepic Global. Well-
21 Med now currently markets and sells the StemFit products under the name Aepic Global
22 B. DEFENDANTS
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3 Well-Med had obtained a $10-million investment from a private equity fund that
invested heavily in oil services but it backed out after the 2015 oil market crash.
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COMPLAINT
 1 17. NHT is and at all relevant times was a corporation organized under the laws
2 of the State of Texas, with its principal place of business in the State of California, and did
3 business regularly throughout the State of California.
4 18. NHT is an MLM company that sells personal health products, including
5 personal-care and wellness products. NHT is a direct competitor of Well-Med. NHT is an
6 international direct selling and e-commerce company which markets personal care,
7 wellness, and “quality of life” products under the NHT Global brand:
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18 19. Prior to 1997, NHT consisted of the operation of “nature health centers and
19 vocational schools.” After acquiring two MLM companies (which later filed for bankruptcy)
20 NHT purchased Lexxus International, Inc. (“Lexxus”). Lexxus was extremely profitable for
21 NHT, generating $152 million in revenue in 2005. 4
22 20. On February 22, 2005, NHT Global started trading on the Nasdaq National
23 Market under the ticker symbol BHIP. Later that year, after reaching a settlement with
24

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4Kelly v. Lexxus International, Inc. Case No. 4:05-CV-03201-RGK0DLP (U.S. Dist. Neb.)
August 17, 2005 at ¶1, (Ex. 14).
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COMPLAINT
 1 Toyota over the brand Lexxus International, NHT changed its name from Lexxus to NHT
2 Global.
3 21. After dwindling North American sales, NHT has started to push it’s MLM and
4 business opportunity in China, as its North-American distributor-base started to dwindle.
5 22. NHT currently receives almost 91% of its revenues from Hong Kong, and is
6 attempting to grow its revenues in Southeast Asia, where MLMs are extremely popular. 5
7

9 December 31

10 2015 2014

11 North America 2,870 1,660

12 Hong Kong 100,820 46,710
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Taiwan 3,280 2,370
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South Korea 420 450
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Japan 100 130
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Russia, Kazakhstan and Ukraine 1,460 2,600
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18 Europe 410 440

19 Total 109,360 54,360

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5 http://seekingalpha.com/article/3431806-the-numbers-dont-add-up-at-natural-health-
trends-corp?page=2
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COMPLAINT
 1 23. Recently, commentators have begun questioning NHT’s Southeast Asia
2 business model’s sustainability. For instance, one blogger wrote an article called The
3 Numbers Don’t Add Up at Natural Health Trends Corp in which the author states his concerns
4 re NHT’s extremely high product prices, and the possibility that NHT was selling products
5 in China through Hong Kong to evade China’s multilevel-marketing restrictions. He said:
6
Unlike non-MLM companies, which sell products at price points that
7
reflect actual consumer demand, NHT Global sells products that are
8 priced significantly higher than any other comparable product.

9 The final scenario, and most likely, is that the company doesn't sell
10 products at the prices that are suggested. That shouldn't be too much
of a stretch to conclude the company can't sell $73 bottles of water to
11 real consumers. Rather, it appears that the company has little-to-no
demand for the products sold. As is the case with many MLM firms,
12
revenue is recognized when sold to distributors. But unlike other
13 MLM firms, NHTC claims to sell 93% of products to actual
consumers in China where they are not allowed to have distributors.
14 If the company only sells via e-commerce in China, then why is there
15 a direct correlation between revenues in that region and the number
of distributors in Hong Kong?
16
In the protein shake
17
example above, NHT Global's Triotein would need to sell to
18 distributors for around $20. A review of various distributor websites
and resale sites like Alibaba reveal that the products sell at deep
19 discounts in China.
The author further compares NHT’s products prices with those of MLMs that sell at
20
retail:
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COMPLAINT
 1 24. Plaintiff is informed and believes NHT plotted the NHT Raid of Well-Med’s
2 IDs to gain a greater presence in North America, which had been in decline since 2005-2008.
3 As shown below, NHT and its management and agents were actively involved in the NHT
4 Raid.
5 25. Catto is a citizen of Canada and resident of Ontario. As a Global Ambassador,
6 Catto is an agent of NHT, a founding distributor, and its lead spokesperson. He conducts
7 business within the State of California, and has visited NHT’s corporate headquarters,
8 which is located in the State of California.
9 26. Catto got his start with NHT in or around 2001 when he joined Lexxus Intl
10 (NHT Global’s predecessor) as one of its first and founding distributors. According to his
11 personal website, his bio on unitedstatesnhtglobal.com 6, and NHT’s marketing material
12 entitled Against All Odds With NHT Global, Catto was 32 years old, divorced, and living
13 with his parents when he found the NHT “business opportunity.” He quickly rose through
14 the ranks at NHT with his business partner and protégé Joe Garcia. See Exhibits 16, 17.
15 27. Catto claims that since 2001, he and NHT have built a team of over 900,000
16 distributors: “millions in income, shipping to over 50 countries, well over 40
17 Millionaires….” See Exhibit 17. Catto has created NHT marketing materials called A Billion
18 in Beyond wherein he advocates his belief that NHT can do a billion in revenue a year. In
19 addition, he routinely gives webinars using NHT-approved marketing materials for
20 StemRenu, including ones that include the Conspirators:
21 28. Catto also attended an April 30 NHT seminar for StemRenu in Georgia, where
22 it is believed current Well-Med IDs (who had been contacted using confidential, proprietary
23 lists stolen from Well-Med) attended. Catto also produces NHT promotional YouTube
24 videos where he advocates NHT distributors recruit distributors from other MLM’s with
25

26 6 Since the filing of this lawsuit, NHT has removed the testimonials of Catto and Garcia
from its website (www.unitedstate.nhtglobal.com). See Exhibit 16.
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COMPLAINT
 1 large downlines. 7 Catto, along with Garcia, are part of the inner circle of high-ranking NHT
2 distributors that receive performance-based stock options from NHT.
3 29. Garcia is a citizen of Canada and a resident of Ontario. He is an agent of NHT,
4 Global Ambassador, and a founding distributor of NHT. Garcia conducts business within
5 the State of California.
6 30. Garcia started with NHT in or around 2001 after he was recruited by Catto.
7 See Exhibit 16. Garcia and Catto operate a website (www.stemteam.ca) where they market
8 StemRenu and promote the NHT “business opportunity.” Plaintiff are informed and believe
9 that Garcia was the mastermind of the NHT Raid of Well-Med’s IDs, and acted in concert
10 with Catto and NHT in this operation. Plaintiff are also informed and believe that Garcia
11 negotiated the StemRenu licensing agreement with the Conspirators on NHT’s behalf after
12 meeting with them in or around October 2015.
13 31. On or about April 25, 2016, Garcia appeared on an NHT Global Webinar
14 announcing the launch of StemRenu. Garcia states that in the summer of 2015 he was
15 introduced to StemRenu. 8 According to another NHT StemuRenu marketing video (which
16 was posted on unitedstates.nhtglobal.com on or about October 5, 2016), Garcia states that a
17 friend in Canada introduced him to a product about year ago. Garcia goes on to state that
18 “my first question, when I was introduced to this product, was, wow, why is this not a
19 billion-dollar product already?” In this video he also states he was one of the two founding
20 distributors of NHT and that he “saw dollar signs.”
21 32. In a June 2016 NHT webinar for the Ireland launch of StemRenu, Garcia made
22 similar statements that he saw the product almost a year ago.9 Garcia also stated he was
23 impressed by the product testimonials.
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26 7 https://www.youtube.com/watch?v=boGYkFAfEEc
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8 https://www.youtube.com/watch?v=FM_zShzJztg
9 https://www.youtube.com/watch?v=gIsEBFipcvo
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COMPLAINT
 1 33. Garcia attended StemRenu launch seminars with Johnson and Morris, and
2 appeared on StemRenu marketing videos. Garcia also disseminated false statements in
3 emails about Well-Med, Aepic, and StemActive (individually and on behalf of NHT as its
4 agent) including the false statement that “NHT had exclusivity to Egg Albumen.”
5 34. Justin Crowder is a citizen of the State of Oregon. During the NHT Raid,
6 Crowder acted as an agent of NHT. He has conducted business within the State of
7 California. Crowder was instrumental in the transfer of confidential information from
8 Plaintiff to NHT. While working at Well-Med, Crowder transferred proprietary customer
9 lists to the Conspirators and NHT. He also diverted business from Well-Med to the
10 Conspirators and NHT. Crowder acted as customer service for NHT during the transfer of
11 Well-Med’s genealogy to NHT. Crowder acted in conjunction with the Conspirators and
12 ratified their conduct.
13 35. Sandra Conard is a citizen of the State of Wisconsin. Conard was and is an
14 agent of NHT. She conducts business within the State of California. Conard assisted in the
15 transfer of confidential information from Plaintiff to NHT. While working at Well-Med,
16 Conard transferred proprietary customer lists to the Conspirators and NHT. She also
17 assisted in diverting business from Well-Med to the Conspirators and NHT. Conard acted
18 in conjunction with the Conspirators and ratified their conduct.
19 36. Awesome Synergy, Inc., is and at all relevant times was a corporation
20 organized under the laws of the State of Wyoming, with its principal place of business in
21 the State of Wyoming, and did business regularly throughout the United States, including
22 in the State of California. Awesome Synergy was incorporated on December 3, 2015, by the
23 Conspirators, to create a rival company to compete against Well-Med, and alter to conduct
24 business for StemRenu, when they launched that product with NHT. See Exhibits 18, 19.
25 C. CONSPIRATORS
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COMPLAINT
 1 37. Johnson is an MLM veteran with over 25-years of experience in the industry.
2 See Exhibit 20. Johnson has also had careers as a TV/radio personality, health & nutritional
3 practitioner, entrepreneur, distributor, corporate leader, and formulator.
4 38. After signing to be a Well-Med Independent Distributor in about April 2013,
5 Johnson (along with her partner Morris) approached the CEO of Well-Med, Lee, with the
6 idea of marketing a YTE-based product, like the one she had sold previously at Lifepharm
7 Global (another MLM). See Exhibit 21. Because of her prior experience and ambition
8 Johnson was made president of Well-Med. As president, she was paid a salary of $10,000
9 per month.
10 39. In her role as president, Johnson drafted Well-Med’s policies and procedures
11 and was tasked with implementing Well-Med’s proprietary computer software, Exigo,
12 which stored confidential information about Well-Med IDs. Johnson received her salary
13 until March 2016. As an active Well-Med ID, she also received commissions during the NHT
14 Raid through April 2016.
15 40. Johnson appeared at NHT’s 15th Anniversary event in China, to discuss
16 StemRenu and its synergy with other NHT products; Catto and Garcia were also present at
17 the event. Johnson has appeared in numerous StemRenu marketing webinars with Garcia
18 and Morris.
19 41. Morris is another veteran in the MLM industry and operates in the health- and
20 wellness products market. According to his biography, he is a recognized naturopathic
21 physician, author, cleric, and business leader. See Exhibits 21, 22, 23. He is Johnson’s partner
22 and they routinely worked together in MLM companies such as LifePharm Global, Well-
23 Med, and now NHT.
24 42. Plaintiff is informed and believe Morris met with Garcia in or around October
25 2015, when he and Johnson attended a Well-Med StemFit marketing seminar that was held
26 to drum-up business for Well-Med’s Canadian expansion. See Exhibits 3, 4.
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COMPLAINT
 1 43. Morris appeared at NHT’s 15th-anniversary event in China to discuss
2 StemRenu and it synergy with other NHT products (Catto and Garcia were also present at
3 this event). Morris also appeared in StemRenu marketing webinars with Garcia and
4 disseminated numerous false, and disparaging statements about Well-Med and StemActive.
5 II. CONSPIRACY, AGENCY, JOINT VENTURE, ALTER EGO
6 44. Each of the defendants named herein acted as the co-conspirator, agent, single
7 enterprise, joint-venturer, or alter-ego of, or for, the other defendants, and Conspirators,
8 with respect to the acts, violations, and common course of conduct alleged herein, and
9 ratified said conduct, aided and abetted, or is otherwise liable. Defendants and Conspirators
10 had meetings, conference calls, and webinars with each other, and reached agreements to
11 steal Well-Med’s IDs and proprietary information. In addition, Defendants and
12 Conspirators were part of the leadership that launched StemRenu, and made decisions
13 regarding products, services, marketing strategy, and compensation plans.
14 45. The acts alleged in this Complaint, as having been done by Defendants and
15 Conspirators, were: authorized, ordered, ratified, or done by them—or their: officers,
16 agents, employees, or representatives—while they actively engaged in the management of
17 Defendants' business.
18 III. JURISDICTION AND VENUE
19 46. Defendants are subject to the jurisdiction of this Court. NHT, Garcia, Catto,
20 Crowder, Conard, Awesome Synergy have engaged in continuous and systematic business
21 in California or have committed tortuous acts in this State.
22 47. The actions giving rise to this suit were undertaken by defendants, at least in
23 part, in California. Well-Med is a resident of California, and has corporate headquarters
24 within this State. NHT is a resident of California, and has corporate headquarters within
25 this State.
26 48. Venue is proper in this Court pursuant to this State’s jurisdictional statute.
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COMPLAINT
 1 IV. FACTUAL BACKGROUND
2 A. WELL-MED’S BUSINESS MODEL AND WELLNESS PRODUCTS
3 49. Well-Med is a wholesaler of skincare, personal-care, and wellness products.
4 Well-Med’s rapid success is largely attributable to its culture of innovation, investment, and
5 fine-tuning of its business model. Throughout its existence, Well-Med has continually
6 strived to develop: (1) competitive, high-quality health and wellness products that benefit
7 Well-Med's customers and (2) a highly-motivated, and fairly-compensated distribution
8 network of IDs.
9 50. Well-Med distributes its products throughout California and the United States
10 using an MLM model. Although Well-Med distributes its products through IDs (which are
11 their own businesses), these IDs agree to abide by Well-Med's written Policies and
12 Procedures (“P&Ps”). The P&Ps are a written set of principles and ethics that govern the IDs
13 representation of Well-Med, the sale of its products, and the operation of each ID’s business.
14 Among other things, these P&Ps hold everyone associated with Well-Med (including its
15 IDs) to the highest possible ethical standards.
16 51. As shown below, the conduct of the Conspirators and Defendants is anything
17 but ethical; it’s unlawful. Raiding Well-Med’s downline through the theft of proprietary ID
18 list is a known wrongful practice in the MLM industry. It is also in direct contravention of
19 the P&Ps that Defendants Crowder and Conard and Conspirators agreed to observe and
20 were bound to by their affiliation with Well-Med. In addition, at the time of the NHT Raid,
21 Defendants and Conspirators were corporate officers of Well-Med, with fiduciary duties to
22 the company.
23 B. THE CREATION OF STEMFIT, THE BREACH OF THE SUPPLY
24 CONTRACT, AND THE NHT CONPSIRACY TIMELINE
25 1. The Conspirators and Well-Med
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COMPLAINT
 1 52. In or around April 2013, Conspirators Johnson and Morris joined Well-Med as
2 IDs. Well-Med took notice of their ambition and excellent sales results: they were high-
3 volume sellers of Well-Med’s health and wellbeing products.
4 53. After approximately three months as IDs for Well-Med, the Conspirators
5 approached Lee about marketing a YTE supplement. The Conspirators had been successful
6 selling another YTE-extract-based, stem cell protein supplement—a Laminine product, also
7 made with Norwegian chicken-egg stem cells—at their prior company, LifePharm Global.
8 See Exhibit 21. Lee was impressed by the Conspirators’ proposal and the parties agreed to
9 work together to bring the product, which they called StemFit, to market through Well-Med.
10 54. Lee created a limited liability company, Odyssey Group International, to
11 finance StemFit and act as purchasers of the product for Well-Med. The Conspirators signed
12 the contract through their limited liability company, Ubiquity, which agreed to manufacture
13 StemFit and deliver the product to Odyssey Group. In return, Well-Med agreed to purchase
14 StemFit from Odyssey and market it through its current IDs.
15 55. The parties memorialized this deal by signing a supply contract on or about
16 January 31, 2014. The contract also contractually bound the parties to an initial purchase
17 order of approximately 30,000 bottles ($240,000). See Exhibit 1.
18 56. Among other things, in relevant part, the contract states:
19
5. Ordering Procedure and Lead Time
20
Purchases and sales of the products between OGI and UI under this
21 agreement shall be made by means of written purchase orders submitted
22 by OGI to UI, specifying, among other things, the number of units of each
product ordered under each purchase order, and the desired date and place
23 of delivery. The production lead-time shall be 6-8 weeks from receipt of the
PO, assuming that UI has access to the required packaging components 2
24
weeks prior to the due date. It is the responsibility of both parties to confirm
25 receipt of the purchase order and agree on the delivery date within 3 days
of receiving PO. If OGI does not receive an acknowledgment, then it is to
26 be assumed that the Receive by date is accepted. If a product is not going to
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COMPLAINT
 1 be ready on the agreed upon date, UI agrees to inform OGI at least one week
prior, so necessary arrangements can be made.
2

3 …

4 7. Exclusivity
5
UI agrees that OGI is the exclusive sales channel for the StemFit Active
6 product and that UI will not sell nor distribute any similar product
containing StemFit active ingredients. Such exclusivity will remain during
7 term of this contract and the exclusivity will survive the termination for a
8 period of six months.

9 …
10
9. Assistance
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(a) The information regarding the use of the product, marketing materials
12 and sales support shall be responsibility of OGI.
13 (b) UI shall also provide Buyer with documentation for the transportation,
regulation (such as FDA), storage, maintenance and general formulation of
14 the product.

15 …
16
10. Additional Cost for service
17
UI has the right to charge additional fees for services other than specified
18 above.
19 Term of contract.
…
20 11.Term of Contract
21
This agreement shall be effective for a period of 2 years, at which time the
22 agreement may be re-evaluated and renewed by mutual agreement of the
parties hereto. (Both parties reserve the right to determine whether to
23 renew the agreement or not renew the agreement.) During the term of this
24 contract UI agrees to continue to supply OGI with its products under the
business procedures and practices described in this contract.
25
This Agreement may be terminated by either party upon sixty (60) days
26
written notice to the other party. Notwithstanding the preceding, the
27 obligations of the parties shall continue hereunder with respect to the
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COMPLAINT
 1 acceptance of payment of any product ordered by OGI and the production
of the product by OGI prior to any such termination.
2

3 2. The Success of StemFit Active

4 57. The initial response to StemFit was positive. Well-Med’s IDs immediately took

5 a liking to the product and were enthusiastic about its benefits.

6 58. Knowing it had a winner, Well-Med put substantial resources into marketing

7 and selling StemFit, spending $300,000+ on product purchases and another $300,000+ in

8 computer software upgrades. Well-Med created marketing materials for their IDs to market

9 StemFit and to build brand recognition.

10 59. Well-Med IDs had conference calls hosted by high ranking IDs (such as the

11 Conspirators who, at the time, were the President and Chief Product Strategist of Well-Med,

12 respectively, and would become the spokespersons for the product). See Exhibits 2, 23.

13 Sales of StemFit grew substantially: Well-Med sold 1,300 bottles per month in 2014 and

14 1,800-1,900 bottles per month in 2015. In 2015, sales of StemFit were: 1,824 (August), 1,962

15 (September), ,1769 (October), and 1,949 (November). At the height of its success, Well-Med

16 had over 2,000 active IDs, with a majority of them selling StemFit.

17 3. The Breakdown of Relations: Well-Med and Conspirators

18 60. In or around December 2015, Conspirator Johnson approached Lee and

19 informed him that she was leaving Well-Med for personal reasons. She informed Lee that

20 she was leaving her partner, Conspirator Morris. Johnson was in tears and emotional. Lee

21 showed sympathy and asked that Johnson stay on in her role as President. As a result,

22 Johnson did not tender a resignation letter at the meeting and agreed to stay on as president

23 of Well-Med and train employees. Well-Med continued to pay her $10,000 monthly salary

24 and she continued to receive commissions from the sale of Well-Med products through

25 April 2016.

26

27
- 19 -
28
COMPLAINT
 1 61. As of January 2016, Well-Med was still operating under the assumption that
2 their contractual relationship with Ubiquity and the Conspirators was intact, and, on
3 February 1, 2016, proceeded to place an order under the existing terms of that contract.
4 62. In early February 2016, Johnson, using her executive power and authority,
5 began acquiring StemFit customer lists through Well-Med software and employees. See, e.g.,
6 Exhibit 24. At the time she was finalizing a contract to transfer Stemfit and Well-Med’s
7 downline to NHT.
8 63. Well-Med customer service representative, Crowder, was the mole for the
9 Conspirators and NHT. On February 22, 2016, he sent himself a list of things to do in order
10 to prepare for his departure from Well-Wed. This included:
11 1. Work on Instagram and Pinterest pictures with StemRenu Logo. Similar
12 to what I did for Facebook and StemFit.
13 2. Incorporate with name JADE, LLC…Use this as my member name for
14 replicated website to keep anonymity.
15 3. Ask Tina if she would allow me to sponsor some of her direct peeps in
16 my lesser leg.
17 4. StemRenu blog posts, buy StemRenu.com, Email WellMed email List 10.
18 Subject Line: Looking for StemFit Active.
19 See Exhibit 25.
20 64. As of March 2016, Lee could sense something amiss with the Conspirators. For
21 example, Well-Med placed a purchase order on February 1, 2016, for 10,000 bottles of
22 StemFit, which was not timely delivered. Conspirators were holding up the order.
23 65. On March 7, 2016, Johnson, through her counsel at Wellman & Warren, LLP,
24 sent a letter to Lee explaining Johnson’s “resignation from any and all relationships with
25

26

27
10This email demonstrates that the Conspirators intended to target active Well-Med IDs
during the NHT Raid.
- 20 -
28
COMPLAINT
 1 Well-Med Global.” See Exhibit 26. In the letter, Johnson attempts to set December 14, 2015
2 as her resignation date: “[Johnson] resigned from her contracted relationships on December
3 14, 2015, during her in-person meeting with Tom Lee.” Id. This statement is false and an
4 attempt by Johnson to exculpate tortious misconduct which occurred up until March 2016.
5 Johnson acted with the express and implied and actual authority of the president of Well-
6 Med from December 2015 to March 2016 because she never resigned from Well-Med; she agreed
7 to stay on and act as executive and manager through the transition period. See ¶60 above.
8 66. That same day, Johnson reached out to her moles in Well-Med and asked for
9 the “Week 7 payouts for StemFit, from Well-Med employees.” She also solicited current
10 Well-Med employees Justin Crowder, Judy Crowder, and Frania Viele to join NHT. See
11 Exhibit 27. Johnson then sent an email about NHT’s platinum philosophy and stated that
12 the Well-Med IDs should promote NHT’s “gold or platinum packages with auto-bank.” See
13 Exhibit 27. Johnson also sent Well-Med employees links to the StemTeam Index, which is a
14 website operated by Catto and Garcia (NHT’s agents and founding distributors). Id.
15 67. On March 8, 2016, Johnson sent an NHT non-disclosure agreement to her
16 Well-Med moles and instructed them to “use” it. See Exhibit 29.
17 68. Johnson then sent NHT marketing materials to Well-Med employees which
18 estimated monthly payouts for specific titles at NHT (“Bottom Line the total income at each
19 of these Ranks is higher and much more the higher the Rank Achieved.”) See Exhibit 30.
20 69. On or about March 15, 2016, Lee sent Johnson an email inquiring where Well-
21 Med’s February 1, 2017 StemFit order was at. See Exhibit 33. In response, Johnson held the
22 StemFit order hostage, indicating it would only be delivered to Well-Med if Lee signed a
23 mutual release agreement to not sue Johnson. “Once signed by both of us, I can get you the
24 bottles of stem right away.” See Exhibit 31. She also threatened to divert the order to a
25 different company should Lee not sign the release.
26

27
- 21 -
28
COMPLAINT
 1 70. March 17, 2016, Johnson sent Lee another email, asking him to sign a general
2 release prepared by her legal counsel, releasing Mind, Body, & Spirit, and Ubiquity
3 International from any liability relating to the sale of the StemFit. See Exhibit 32.
4 71. In the release, Johnson warrants in the termination section that she “has not
5 retained any copies, electronic or otherwise, of any proprietary information.” This statement
6 was false. The release also contained a provision that Conspirator Johnson was to be
7 compensated in an amount of $5,000 for training Frania Viele through March 17, 2016. Id.
8 72. On March 17, 2016, Johnson sent an email to Justin Crowder (her NHT mole
9 still at Well-Med) which asked him to edit the NHT Global Opportunity Presentation that
10 was forwarded to her by NHT-agent Garcia. See Exhibit 33.
11 73. As shown below, the effects of the NHT Raid and defendants’ disinformation
12 campaign—undertaken by the Conspirators and NHT, by and through its agents—has been
13 devastating to Well-Med. It its estimated the raid has caused at least $10,000,000 in damages.
14 C. GLOBAL AMBITIONS AND TORTIOUS CONDUCT
15 1. The StemRenu Venture with NHT Global
16 74. Well-Med had discussed with the Conspirators, Crowder, and Conard, a
17 marketing plan that involved an expansion of the Well-Med MLM into Canada and Asia, as
18 well as the StemFit product. See Exhibits 3, 4.
19 75. Plaintiff is informed and believes that, at least as early as October 2015 (if not
20 earlier), the Conspirators became associated with NHT and its agents Catto and Garcia, and
21 entered negotiations to transfer StemFit and the loyal Well-Med ID base to NHT. See
22 Exhibits 3-5. In fact, the Conspirators appeared at a Well-Med marketing seminar on
23 October 2 and 3, 2015, at the Hilton Garden Inn, in Ontario, Canada. Plaintiff is informed
24 and believes that this is where the Conspirators met Garcia and the seeds of the NHT Raid
25 were sown. See Exhibit 3.
26

27
- 22 -
28
COMPLAINT
 1 76. Plaintiff is informed and believes that the Conspirators were lured to NHT
2 through NHT offering them the ability to market StemRenu in China, in addition to a
3 percentage of the StemRenu sales. Plaintiff is informed and believes that Catto and Garcia
4 received 5% of the NHT StemRenu sales for their part in the NHT Raid.
5 77. All that NHT needed was a successful product launch of StemRenu: it would
6 be able to sell the product to its own downlines, as part of a product package.
7 2. The Raiding of Well-Med’s IDs
8 78. Instead of ethically and organically launching StemRenu and since NHT
9 lacked a significant North American distributor base, defendants raided Well-Med’s IDs to
10 promote their StemRenu product launch.
11 79. In or around April 2016, Well-Med was informed that defendant NHT and its
12 agents, including Garcia and the Conspirators, were directly and indirectly soliciting Well-
13 Med IDs and customers to defect to NHT. Through their moles inside Well-Med, such as
14 Crowder, his mother, Judy Crowder, and Conard, NHT and its agents were stealing Well-
15 Med’s proprietary and confidential customer data, including their database of IDs and their
16 genealogy tree within Well-Med. Active Well-Med ID’s were invited to conference calls
17 hosted by, among others, the Conspirators, Crowder, Conard, Catto, and Garcia. The
18 invitees to the calls, active Well-Med ID’s were invited through misappropriated
19 proprietary lists from Well-Med, or confidential contact information that belonged to Well-
20 Med, and was unlawfully solicited by Defendants.
21 80. Specifically, NHT and through its agents directed moles within Well-Med,
22 including Crowder, his mother, and Conard to steal and transmit to NHT executives and
23 employees this proprietary information.
24 81. While still employed as executives at Well-Med and after leaving Well-Med,
25 the Conspirators used their corporate influence (as Well-Med’s President, Chief Product
26 strategist, and StemFit Active formulator, etc.) to aggressively solicit Well-Med ID through
27
- 23 -
28
COMPLAINT
 1 email, text messages, social media (Facebook etc.), as well as secret phone calls. See Exhibits
2 11, 38.
3 82. In addition, their knowledge of Exigo (Well-Meds’ proprietary marketing
4 software) allowed the Conspirators to steal confidential, proprietary Well-Med ID
5 information at the direction and with the assistance of NHT and its agents, including moles
6 Crowder and Conard. See Exhibit 34. This allowed NHT and its agents to recruit active Well-
7 Med IDs for their StemRenu launch.
8 83. In early March of 2016, Conspirator Johnson began actively contacting high-
9 ranking Well-Med IDs and persuading them to move their downlines to NHT. This
10 operation was designed to steal the marketing methods which Well-Med IDs used to market
11 StemFit, and to incite Well-Med IDs and employees to spread false rumors about Well-Med
12 to foment dissent and create a rift within Well-Med. See Exhibits 35, 38.
13 84. In or around March 2016, Conspirators ramped up their campaign to raid
14 Well-Med IDs for the StemRenu launch. Emails from Conspirator Johnson to various Well-
15 Med IDs demonstrate that she and these collaborator IDs were actively coordinating the
16 NHT Raid to boost NHT’s StemRenu launch. This was done at the direction and with the
17 support and cooperation of NHT Global Ambassador, founding distributor, and NHT
18 agents Garcia and Catto. See Exhibits 24, 39.
19 85. On or about March 8, 2016—one day after Conspirator Johnson’s lawyer sent
20 her resignation letter—Justin and Judy Crowder, while still working at Well-Med, emailed
21 Conspirator Johnson their personal information so they could be enrolled in NHT Global as
22 StemRenu distributors. See Exhibit 28.
23 86. On March 9-10, 2016, the Conspirators and the Crowders circulated emails
24 regarding NHT’s enrollment procedures and packages and the StemRenu sign-up
25 procedure:
26

27
- 24 -
28
COMPLAINT
 1 step 1 – set the default leg – bound under administration – application
2 placement setting
3 step 2 – set up your storefront – bound under administration – retail
4 catalog settings
5 step 3 – set up autobank – from under administration – auto shipping
6 settings
7 step 4 – enroll in Payoneer found on the home page – this one might need
8 to be changed as they think the only choices are Payoneer of a check but
9 will want to verify.
10 See Exhibits 36-37.
11 87. Crowder, Sandy Conard (a Well-Med software consultant and ID), and
12 Conspirator Johnson also discussed Garcia and Catto’s StemRenu training website (e.g.,
13 motivational videos such as “The Secret”). See Exhibit 36.
14 88. In a March 11, 2016 email, Conspirator Johnson directs high level Well-Med
15 IDs to their website, awesomesynergy.com. See Exhibit 35. This email also includes a
16 schedule for upcoming StemRenu training and marketing calls. She also instructs the IDs to
17 get the Well-Med IDs into NHT’s computer system – “please work with your sponsor and
18 upline support to make this happen.” She also attached the enrollment packages, but stated
19 that StemRenu would not be available for 3-4 weeks.
20 89. On or about March 14, 2016, Garcia and Conspirator Johnson exchanged
21 copies of NHT’s Global Business Presentation Webinar. Johnson requested that Crowder
22 upload the presentation to their Awesome Synergy website. See Exhibit 37.
23 90. On or about March 16, 2016, from his Well-Med account, Crowder emailed
24 himself a list of Well-Med IDs that he intended to solicit to defect to NHT, using Well-Med’s
25 proprietary confidential ID information. See Exhibit 38.
26

27
- 25 -
28
COMPLAINT
 1 91. In mid-late March 2016, the Conspirators, NHT, and their Well-Med moles
2 began to actively raid Well-Med’s IDs, and recruit them to join NHT. For example, on March
3 18, 2016, a Well-Med ID wrote Conspirator Johnson regarding StemFit/StemRenu:
4 greetings Tina: you don’t know me but I used to use StemFit. Got an email
the other day that said you and Chris Morris were no longer with the
5 company. I don’t need the details but I want to know what happened to
StemFit. Is StemRenu the same product? Is it a different product? Did
6 Wellmed Global keep the original recipe? Basically am I going to be getting
the same product of the same quality and integrity. And any info you can
7 pass on is appreciated.
8 See Exhibit 39.
9 92. In response, Conspirator Johnson emailed Crowder: “Justin: can you see who
10 this person belongs to in WMG? She may need your help. Thanks, T.” Crowder, Well-Med
11 customer representative until through April 8, 2016, responded on March 21, 2016, with the
12 name of the upline ID who had inquired to Conspirator Johnson. See Exhibit 39.
13 93. On or about March 20, 2016, Sandy Conrad (a recent recruit at NHT) emailed
14 Crowder about another Well-Med ID:
15 You should contact him. He wants to get into NHT but doesn’t like his
current sponsor. He is in my downline so I told him I couldn’t sponsor him
16 because I have to keep line integrity. Put him on your inside leg – you can
assure him then they won’t see he is in. Can you also get and info on how
17 you can buy daily, etc. directly? He called the office and talked to Ivan that
he wanted to buy StemFit but didn’t want to work with his upline. Let me
18 know if you need his phone number or email.
19 See Exhibit 41.
20 94. Around this time, the Conspirators were also directing questions about
21 StemFit from Well-Med IDs to their new NHT site, awesomesynergy.com. Conspirators also
22 continually updated Well-Med personnel on the specifics of joining NHT. See Exhibit 41.
23 95. On March 29, 2016, Crowder sent another email to the Conspirators giving
24 marketing suggestions, such as Facebook and Youtube campaigns. See Exhibit 42.
25 96. On March 30, 2016, Crowder emailed another Well-Med ID:
26 Hey Don, please keep this confidential until I leave Well-Med Global.
In regard to our conversation here the Information, the check out
27 www.awesomesynergy.com and watch some of the webinars.
- 26 -
28
COMPLAINT
 1 I’ll call you later after you get out of work to go over all of the details and get
you positioned if you would like to do that.
2
97. The foregoing are but a few instances of blatantly unlawful and unethical
3
conduct in their attempt raid Well-Med of its IDs and their downlines to promote NHT’s
4
launch of StemRenu, at the behest, control, and encouragement of NHT.
5
98. In April 2016, the Conspirators began hosting webinars and preparing for
6
NHT’s American launch of StemRenu.
7
99. On April 4, 2016, Conspirator Johnson exchanged emails with Karyn Simmons
8
(NHT’s Vice President of Global Marketing) regarding potential dates for the StemRenu
9
seminars: “Tampa – April 27, Atlanta– April 30, Minnesota – May 2 – opened May 4., LA –
10
HOC test May 7. Chicago? Houston? New York? Vancouver?” See Exhibit 43. Well-Med has
11
a strong ID presence in these cities and Plaintiff are informed and believe that the
12
Conspirators and NHT chose these cities for that reason, and also solicited active Well-Med
13
IDs to attend these events
14
100. To promote NHT’s StemRenu launch, NHT, its agents, the Conspirators, and
15
Garcia instructed prior and current Well-Med IDs to obtain their downline information from
16
confidential reports contained in Well-Med’s proprietary back office/Exigo system:
17
I am unable to locate my reports as my computer somehow deleted them.
18 And, I have not been able to run a report in my WMG back office. I tried
but the system won’t generate the report. It is possible for you to run the
19 Unilevel Team report for me? My I log in with my ID #67839 and my
password is pm4244. Let me know if you are able to do it, and if possible,
20 send me a copy.
21
See Exhibits 38, 44-45, 46:
22
101. A critical issue for the Well-Med-ID defectors which arose during April 2016
23
was the new pricing for StemRenu. Specifically, the defectors wanted to know how NHT
24
would price StemRenu. On April 7, 2016, a Well-Med ID inquired to Conspirator Johnson
25
about this issue:
26
All I am interested in is StemFit whatever the new name will be and that it will
27 be as good as before. Can you give me the bottom line of the ways I can get
- 27 -
28
COMPLAINT
 1 StemFit to people I know that still want it? What are the up front costs such as
having to buy a package or some type the $60 dollar price? How much would
2 cost the borrower for Preferred Customer?”
3 Getting people to buy frontload packages or a bunch of products is no longer
working. I’m not saying that your new company is doing this, but it concerned
4 me when you said you would need by a top package (Gold?) Become eligible
to the get StemFit for $60.
5
See Exhibit 45.
6
102. This same rep emailed NHT-mole Crowder (April 7, 2016), informing
7
Crowder of his ability to obtain confidential downline reports from Well-Med:
8
I was able to recover this report from my system. It’s a good thing it appears
9 that WMG’s shutdown our ability to run the Unilevel Team Report. At least
this report will give a something to work with. It looks like we can identify
10 distributors who were sponsored multiple people and focus on them. Please
let me know if this will work.
11
See Exhibit 44.
12
103. Conspirator Johnson also specifically instructed Well-Med IDs on how to
13
place IDs into NHT’s own binary downlines, in its computer system:
14
Beth Anne: I now have Jen’s highest and lowest levels enrolled and I will get
15 Mary’s pending order taken care of in the next couple of days here. So I have
two more people that I’m going to enroll as distributors personally and I need
16 to know where to place them. Seems to me I would want to personally enroll
at least two more distributors one of my right and left under my lowest level
17 to qualify that level–correct?
18 Tina: Don’t put any of your personally enrolled on your right. We talked about
this. Build on your far left.
19
Beth Ann: OK I must have misunderstood. I thought you said that I need at
20 least one person on my left and right in order to qualify that level?
21 Tina: Don’t you already have Mary on your right?
22 Beth Ann: Yes my highest level has a right and left. I’m talking about my
lowest level. Isn’t it the best to qualify that one is well? I have at least two more
23 people interested in being distributors possibly more.
24 Tina: STOOOOOPPPP!!!: There is no upper and lower level it’s a left and
right you only need one of your people that he is a distributor on your left one
25 on the right. That part you have done. From now on everyone you personally
enroll put on your left outside leg write that note down. Please do not ask me
26 again!!!
27
- 28 -
28
COMPLAINT
 1 Beth Ann: OK I won’t ask again. I’m really confused now because this seems
contrary to what I was told before. But I will do as you say this time.
2
Tina: Oh for god sake we’re gonna have to talk later on today.
3
See Exhibit 37.
4

5 104. NHT corporate officers were also involved in poaching Well-Med IDs for its

6 StemRenu launch. For instance, NHT customer-support cc’d (NHT Operations Manager)

7 Jung Chen, in an email dated April 24, 2016, instructing the NHT mole Crowder (again, at

8 the time, a Well-Med employee), to instruct a potentially transferring Well-Med ID:

9 “Dear Justin; Please help out the Well-Med Distributor. Thank you. Don’t
hesitate to ask when you have any queries.”
10
See Exhibit 48.
11

12 105. NHT’s corporate officers, such as Karyn Simmons, Vice President of Global

13 Marketing, also instructed the Conspirators on marketing StemRenu and which claims they

14 should make about the product. See Exhibit 49.

15 106. By mid-April 2016, Conspirators and NHT had their distributors advertise for

16 StemRenu and sent invitations to webinars via social media. For instance, one distributor

17 makes the following statement, in conjunction with a posting for a webinar: “We are

18 launching a New Breakthrough Product that’s worth millions.” See Exhibit 50.

19 107. On or around April 25, 2016, Defendants and Conspirators sent a mass-

20 marketing email regarding StemRenu to potential distributors and recent Well-Med ID

21 defectors. The email states, in relevant part:

22 Buy StemRenu NHT Global – formally StemFit Active – now with 10% more”

23 Next Generation Nutrition!

Experience a Multifaceted Benefits of StemRenu
24 10% more in each Cap then StemFit Active Product

25 “An explanation is in order. Well-Med Global, the former home of our

product was unable to provide the worldwide distribution that it originally
26 promised. We have moved our product (now with 10% more of the
proprietary formula) to NHT Global (National Health Trends), whom
27 Fortune Magazine has named the 2nd fastest growing corporation in the
- 29 -
28
COMPLAINT
 1 ENTIRE world. NHT is a publicly traded company with distribution in over
40 countries. USA and Canada distributors are now with Europe coming
2 within weeks followed by Asia. Their stock has risen 3,000% in the last 24
months and we are excited to have found a permanent home with a
3 company that is already worldwide.
4 See Exhibit 51.
5 108. The Conspirators led Well-Med IDs to believe that they could purchase
6 StemRenu under terms similar to those Well-Med offered on StemFit. In late April 2016,
7 distributors began questioning the NHT’s StemRenu pricing structure. For example, on
8 April 28, 2016, a Well-Med ID defector emailed Conspirator Johnson, questioning NHT’s
9 pricing of StemRenu:
10 I have enrolled with the Bronze Package but still don’t really know if that
was the best option for me. I did have a conversation with Justin before I did
11
it and that is what we settled on. Pat is not a lot of help because it seems she
12 doesn’t know much more than I do, although she did enroll me. I kept asking
her where I could find the prices of these products and she never could tell
13 me. Her answers usually were “she was still learning and we’re all learning
14 together.” That’s okay, it’s just not what I’m looking for.

15 See Exhibit 52.

16
Now some specifics---honestly, I am appalled at the prices of these
17 products---it’s no wonder that they are making so much money---$130.33
(my price) for 10.5 ounces of whey protein????
18

19 I’m not going to take time to go into any more products because I don’t
think of using many of them (I can’t afford them) and I would be willing to
20 bet and not be surprised if and when they raise the price on StemRenu.
Do you know if that is in the works? Even though I use two bottles a month,
21
I still have 5 bottles of the StemFit because I took advantage of the 5 bottles
22 +1 free ‘Special’ (twice), when Well-Med offered them this year. Of course,
I knew nothing about these big changes at the time, I was just trying to save
23 money.
24
I have been on most of the calls but sure don’t understand the marketing
25 plan and don’t know how much of this Co., and these products I will be
sharing with other people anyway. My friends, (seniors like me) don’t have
26 the money either, I don’t think.
27
- 30 -
28
COMPLAINT
 1 Id.
2 109. On April 29, 2016, Conspirator Johnson responds to the distributor stating:
3 There are ways to be able to get deeper discounts at the Gold Level for the
other products. I understand your concern with the cost of some of the
4
them.
5
“Yes, stem would eventually be increased in price. Even if we were at the
6 old company across increased and pricing would have changed.
7
I’m not sure when or how much it will increase.
8
If you would like to earn a deeper discount, please work with Justin as
9
understands how earn your way there.
10
I certainly don’t want to rule anything out as far as your potential to share
11 products and be able to earn extra money. Francis is a woman in her 70s
12 who is doing really well with the NHT business. Joe has mentored her over
the last year and she now makes about $15,000 a month.
13
Anything and everything is possible!
14

15 See Exhibit 52.

110. As shown above, the Conspirators, Defendants Crowder and Conard, and
16
NHT—individually and through its agents, Garcia and Catto—premised the StemRenu
17
launch on the falsehood that only NHT had exclusive right to a YTE supplement. However,
18
the key ingredient used in StemFit, StemRenu, and StemActive: YTE—is a trademarked and
19
patented formula owned by a Norwegian company, which licenses this extract to multiple
20
American distributors. (Ex. 7).
21
111. That NHT was not in fact the sole source of a YTE-based supplement, became
22
a major issue for the Well-Med defectors in May 2015 (they were told specifically that only
23
NHT would have such a supplement).
24
112. Around this time—in response to NHT and the Conspirator’s unlawful and
25
unfair business practices—Well-Med (by now rebranded Aepic Global), released its own
26
improved YTE successor product: StemActive (a 2nd generation StemFit).
27
- 31 -
28
COMPLAINT
 1 113. The response to StemActive was very positive: for instance, one NHT
2 distributor (who was switched over from Well-Med to NHT without her knowledge), wrote:
3 Thank you so much for the sample bottle. So evidently my upline changed
to StemRenu without my knowledge. What would it take for me to become
4 a distributor of StemActive?”
5 See Exhibit 59.
6 114. In response to StemActive’s launch, Well-Med IDs who defected to NHT
7 started to question NHT’s claims about StemRenu (including those of Garcia and
8 Conspirators, which NHT ratified). See Exhibit 53 [“Steve, you said Well-Med was out of
9 the business of the egg extract product….?”]).
10 115. Prior Well-Med IDs, who had defected to NHT based on the false claims of
11 defendants, were impressed by Well-Med’s YTE product:
12 You’re still there, I am sure it’s been a tough time for you and Ivan. This
new products sounds INCREDIBLE! Reishi and Ganoderma are two of my
13 favorite products. I wish you had Ganoderma coffee! She ordered free
sample for her husband (Rick Jones).”
14

15 See Exhibit 52.

16 116. In response to the Well-Med’s StemActive launch, NHT, Awesome Synergy,
17 Garcia, Catto, and the Conspirators prepared a campaign to discredit and disparage Well-
18 Med through webinars and emails disseminated to NHT’s distributors:
19 Hi All:
20
Here's what you should know about the Stem product WMG has come up
21 with to replace StemFit Active, which is now only available as StemRenu
with NHT Global. There will soon be a team call with Dr. Chris Morris to
22 explain it further and answer your question but the info below should
23 answer most of your concerns.

24 Here are some key points about the StemActive product from WMG:
25
1. Shilajit, a key ingredient in the product, alone will degrade the other
26 ingredients, especially the Signal Proteins in the egg. Shilajit is also known
to increase uric acid in the body and is not recommended for anyone
27 suffers from gout: http://www.herbslist.net/shilajit.html
- 32 -
28
COMPLAINT
 1
2. The YTE may be degraded because of the age of the extract. There is
2
also no way to know how it has been stored or preserved. It does not
3 come from the current producer of YTE who has an exclusive agreement
with Chris & Tina.
4

5 3. WMG claims that StemActive has 25% more YTE than the StemFit
Active. Chris and Tina own the StemFit formula and they have never
6 revealed to WMG how much YTE is in the formula. To say there is 25%
more in the StemActive is impossible for them to know.
7

8 4. StemActive contains magnesium stearate, an ingredient that is

potentially dangerous for human consumption. See:
9 http://articles.mercola.com/sites/articles/archive/2012/06/23/whole-
10 foodsupplement-dangers.aspx

11 Listen to Tina & Dr. Morris discuss how to look at products and their
legitimacy: 712-775-7039 Code: 808470# (skip forward to Chris after Dan
12
and Joe speak) I am working out a day and time for a team call with Dr.
13 Chris Morris. Stay tuned.

14 See Exhibit 55-56.

15 117. The Conspirators, now active NHT distributors, hosted a conference call that
16 day with the new NHT StemRenu distributors in order to disparage Well-Med and its
17 StemActive.
18 118. This email was circulated to current and prior Well-Med IDs, who were
19 concerned about defendants’ statements about the new Well-Med product:
20 I’m sure by now you have seen this...it was passed along to Darla, who
signed me on to Well-Med…this only raises concerns...I’m not sure who to
21 trust on this product... The info he submitted contradicts itself… I’d like a
free sample.
22
See Exhibit 55.
23
119. At this time, former Well-Med IDs who had defected to NHT (because of
24
misrepresentations about StemFit’s availability made by defendants and the Conspirators)
25
again questioned NHT’s pricing of the StenRenu product. These distributors confronted the
26
Conspirators—requesting that they speak with NHT management about StemRenu’s price:
27
- 33 -
28
COMPLAINT
 1 We do not have an objection to the retail price being whatever is
2 appropriate.
3 Our main concern is that customers who were told the price would remain
$60 for some time. Many of those customers have stocked up on StemFit
4
and are not ready to order yet. Not their fault the transition of the drawn
5 longer than anticipated! They will not be willing to purchase a Gold Pack,
and to even suggest that as an option indicates a corporate mindset that has
6 never been in the field. Our customers (NOT business builders or
7 distributors) were told the price of $60 would be honored in the move over
to NHT, and to change the price so drastically in such a short period of time
8 is less than ethical, and will have lost most of them and gained nothing but
ill will.
9

10 We would like to see a programing change that honors the $60 price until
early September 30th, so that we can bring them over and prepare them for
11 the inevitable price increase of $85+. Anything less than that is not
12 acceptable in our opinion.

13 This would be for preferred customers only, with a cut-off date of May 31st,
(or 29th), but provides at least the bulk of this month to contact them and
14
provide them with a preferred customer position (likely restated for the
15 distributors) until they are ready to order stem again. The incentive is for
them to come over this month to be able to purchase at $60 whenever
16 they’re ready, or they will not be guaranteed that price because the product
has been improved. We can deal with the price increases as we approach
17
the month of September and not lose them to WMG – which WILL happen
18 if the present proposal in your email is put in effect.

19 We believe a program can be created to accomplish this and NHT should

20 be happy to comply from a financial point of view rather than lose
customers not only for stem, but the ability to purchase and the other fine
21 NHT products. I believe it’s called the loss leader and done by every retailer
of article.
22

23 See Exhibit 58.

24 120. After speaking with NHT’s corporate management, and receiving approval
25
for a price reduction, Conspirator Johnson responded to the foregoing email:
26

27
- 34 -
28
COMPLAINT
 1 below is information back for parent in regard to our request. This is for
your eyes only and is not the order sent to anyone else energy this is the
2
inner circle only for those listed on this email.”
3
From corporate:
4

5 We were able to get the following approved:

1. The ADM 06 waived enrollment option extended until July 31 to.
6 2. The 3 bronze and on packages with the $50 fee included as extended until
May 29.
7
3. We lost the retail store new list price – however it would have to be in
8 alignment with the new list price C number one below

9 Beginning July 1 – tier pricing will go into effect.

10 Wholesale/Retail=$90.91
Bronze=$88.18
11 Silver=$80.91
Gold=$60.00
12

13 See Exhibit 58.

14 121. The following day, a recent defector to NHT emailed the Conspirators re the
15 launch of the StemFit Active:
16
This morning I awoke to an inbox full of messages about the StemActive
17 from my WMG/NHT distributors. Here is a sampling of the questions I
need to answer today: How is it possible that WMG has "Norwegian Certified"
18 Young Tissue Extract? Is this new Well-Med product StemActive from a different
growth-factor producer in Norway? How can this be possible? I didn't think WMG
19 still had access to YTE. This looks good. What can you tell me? Why is WMG
saying they have the same thing and a better generation? I thought Tina and Chris
20 had the exclusive on YTE from Norway. What's the real story? Chris, I heard
what you said on the call last night but we need a coordinated response that
21 has credibility and it needs to come from you and Tina, and fast. WMG is
making us look like liars and this going to hurt our NHT businesses if we
22 don't respond assertively.

23 We knew Tom was going to do something. The disappointing thing is that

he actually has YTE. I Wonder if we are going to face the same thing from
24 TLC when they introduce their competitive product. This is why NHT
MUST work with us if they want us in their game. I understand the
25 pressures of dealing with a global distributor base and the need to
standardize everything but they have to understand that none of us would
26 be within 100 miles of NHT if it weren't for the StemRenu and the two of
you.
27
- 35 -
28
COMPLAINT
 1 Their compensation plan is, without a doubt, the most unfriendly in the
industry as it serves only those who want to build a major business. Their
2 bracket pricing system puts the StemRenu out of reach for people
who do not want to invest in being Gold, and Joe's solution 11 for dealing
3 with our PCs, who will not or cannot pay the higher price, is not something
that most distributors will be willing to do.
4
NHT has a choice, at this point: understand the very difficult situation we
5 are in, and make some major concessions that recognize the culture of our
WMG organizations, or lose a lot of people. It would be one thing if our
6 people had no choices but, good or bad, now they do. One thing, we can be
sure of is that all our people will order the free sample of the StemActive.
7 Who knows where it will go from there. If the product does not work, as
you say Chris, things could workout in our favor. But, that will take time
8 and, with the looming deadlines from NHT on bracket pricing, etc, we
could be hit hard over the next couple of months.
9
I'd like to suggest a call with the original inner-circle group to discuss how we
10 respond to this situation. You can bring the others in later but I feel that it will
be more productive to keep it small. Let's do it today.
11 I am available before 11:30 a.m. ET, or after 2 pm ET.
12
See Exhibit 57.
13
122. Conspirator Morris responded to this email, stating: “we addressed a lot of
14
this on the morning call on how to look at products and legitimacy. And on top of that we
15
would be glad to do a call with you and your group as soon as you can pull it together.”
16
123. On June 30, 2016, NHT agent Garcia sent a group email in support of the
17
Conspirators and their false statements (thereby ratifying them):
18
Attention Awesome Synergy team, I wanted to update you
19 regarding the last couple of months. Tina and Chris,
20 formulators of StemRenu have had sold-out rooms in their
recent NHT Meetings in New York, Los Angeles and
21 Vancouver. Their StemRenu presentations captivated our NHT Global
distributors. Our leaders in North America definitely recognized they have
22
a diamond mine with StemRenu, that will make them millions of dollars...
23
StemRenu will be available in all of the EU. Shipping will
24 commence 1st week of July, it is now available though to
25 purchase. Hong Kong, China & Australia markets will launch
in July.
26

27
- 36 -
28
COMPLAINT
 1
NHT sales continue to grow rapidly the last 2 months since
2
StemRenu launched have been record breaking. When I was
3 first introduced to Stem 8 months ago I definitely felt that this
was a 1 billion dollar product all by itself and knew I had to get it here to
4 NHT. 12 Over the last 90 days this feeling has
5 multiplied. As stated above the existing leaders definitely
have start to feel the same way as I do.
6
With the NHT exclusivity of the Norway EGG ALBUMEN 13 and
7
the Patent-Pending formula StemRenu (if you have any doubt in these
8 statements feel free to call me) I have no doubt it will be a billion dollar
formula with NHT Global.
9

10 What does this mean to you? Well with the growth we are
having Globally, including domestically, and the new country
11 openings India, Peru, Malaysia timing as a business opportunity could
never be better for you and your family.
12

13 Just ask yourself this question have you ever been apart of an opportunity
that checks off everything that one should look for in an business
14 opportunity?
15
Leadership - Founding distributors still 100% active
16 Timing Professional Training - www.SteamTeam.ca
Global and continuing to expand Globally - A support system
17 that all distributors globally can tap into.
18 Simple Compensation plan that pays a beginner to a top
achiever and no forced autoship, very little breakage
19 A Company that is not a start up and it is in it's major growing phase predicted to
be a billion dollar annual company within 3 to 5 years
20 1 billion dollar product lines. Known world wide for it's Luxury Brand backed by
21 science.
Best kept secret in the industry
22 No traditional special privileges to attract leaders
100% Organic growth 99% industry newcomers
23 Last 20 millionaires all Industry newcomers.
24 100 million cash in the bank
2nd fastest publicly traded company 2015
25

26

27 Garcia and NHT are spreading a false rumor that only NHT has the exclusive right to
13
YTE, which is false.
- 37 -
28
COMPLAINT
 1 17 consecutive quarters of double digit growth
Ranked in the top 65 by the WORLD DSA
2
Recognized by leading major financial institutions
3 A company that is guaranteed to be here 10, 20 and
moreyears from now (97% of startups (companies that are less than 5 years old) go
4 bankrupt or merge with an existing company in the industry of Network
Marketing.
5
100% Documented/Verifiable NO HYPE!!!!
6
check marks that NHT Global has.....
7 The NHT world is starting to embrace StemRenu in a huge way it's going
to be EPIC 14!!!!!!
8

9 Below is a NHT corporate copy of an email blast regarding the new StemRenu
pricing. 15
10

11 There a few ways for you and or customers to continue

purchasing StemRenu at $60.00. Please click on the blue link
12 below as it is a great solution to help your customers to
continue purchasing the StemRenu at $60.00.
13

14 If you have any questions regarding this option feel free to

reply to this email
15

16 Customer purchasing at STemRenu at Gold pricing

17 If you have not reached out to me prior to this email please take the time to
call me.
18

19 I AM COMMITTED TO YOUR SUCCESS

WITH NHT GLOBAL
20

21 Joe Garcia NHT Global - www.WhyJoeGarcia.com

Global Ambassador and Founding Distributor
22 +19058440354

23 See Exhibit 60.

24

25

26
14 The capitalization of “EPIC” is an attack by Defendants on plaintiff AEPIC, which had
just launched StemActive.
15 This statement demonstrates that NHT was complicit with Garcia in the NHT Raid, and
27
false statements spread about Well-Med.
- 38 -
28
COMPLAINT
 1 124. Despite Awesome Synergy, Crowder, Conard, the Conspirators, NHT, and its
2 agents Garcia and Catto’s false statements about Well-Med, defector IDs began returning to
3 Well-Med.
4 125. Many of these IDs were quite apologetic and glad to be back at a company
5 focused on their cherished StemFit product, as opposed to NHT’s “business opportunity,”
6 which they lost interest in, and could not afford.
7 126. For example, Well-Med IDs sent Lee the following emails:
8 I was invited to the secret non-recorded call w/ Tina & Chris and a handful
of people and I took notes. Chris- imitation is the most sincere form of
9
compliment. T & C have the patents & exclusivity in place…..Tina- Well
10 Med says they have 25% more YTE extract. That is a false claim. They dont
have access to the vault where that info is. Tina has exclusive w/ Norway.
11 T & C have the studies. Lots of YTE on the black market. YTE will run out!
12 T & C have exclusive contract w/ manuf. YTE is frozen, thawed, frozen
again. integrity of the product? It very temporary, so why sue them (WM)?
13 In 6-12 months most likely will run out. Chris- only one source for product-
them!...This is why we thought Well Med was the aggressor. And the
14
leaders I spoke to were worried about moving back to WM and then having
15 it fall apart after 6-12 months, and then have to re-group again. We felt we’d
lose everyone if they had to go through that.”
16

17 This is when all the melt down started. Awesome Synergy Newsletter via
email: IMPORTANT NEWS! (News means it’s NOT a reminder) Beginning
18 July 1st tiered pricing for StemRenu goes into effects NO mention of what
that would look like. This is when the realization of betrayal started to sink
19
in Tina & Chris knew this was coming & didn’t give anyone full
20 information so they could make an informed decision. Networking with
several people helped me understand NHT is a publicly traded co.
21 w/shareholders to keep happy, so their PROFIT MARGINS require a
structure with higher pricing. So again, this was planned from the
22
beginning. And I’ve never witnessed such pressure and bullying from
23 successful leaders to get new people in a co. and to buy more than they can
truly afford.
24

25 See Exhibit 54.

26
127. Another returning Well-Med ID wrote:
27
- 39 -
28
COMPLAINT
 1 …My team is in shock from price increase that is coming up with still no
official word from the company...with ethics in leadership and
2
manipulation of Well-Meds product supply I am moving back to Well-Med
3 Global it was totally unnecessary for me to spend that almost 900 bucks
when I could have stayed at my home base Well-Med. I was coerced into
4 moving under false pretenses. I will not give my business to people that
5 withhold truth from me and give me an inferior product. My team is
looking to me for guidance and i am directing them back to wellmed global
6 but it sure makes me look stupid for leaving in the first place. Please add
my letter to your files for unhappy with NHT global people.
7

8
128. Also, several Well-Med IDs mentioned that they were switched to NHT
9
without their knowledge. For example, this Well-Med ID wrote:
10

11 Thank you so much for the sample bottle. So evidently my upline changed
to StemRenu without my knowledge. What would it take for me to become
12 a distributor of StemActive?
13 129. Although some of the defector IDs are returning or returned, to Well-Med, the
14
effects of the NHT Raid has taken a devastating toll on Well-Med, both financially and in
15
terms of morale.
16

17 D. THE CONSPIRATORS BREACH WELL-MED’S POLICIES AND

PROCEDURES AND COMMIT UNFAIR AND UNLAWFUL BUSINESS
18 PRACTICES
19 130. As stated above, Conspirators joined Well-Med as IDs in or around April 2013.
20
131. As IDs, the Conspirators were bound by Well-Med P&Ps, which, among other
21
things, prescribe certain rules governing conduct. See Exhibit 61.
22

23 132. The Agreement and P&Ps contain a choice-of-law provision which

24 incorporates California law; by enrolling as IDs, Conspirators agreed to abide by the

25
Agreement and P&Ps. Id. at §8.5.
26

27
- 40 -
28
COMPLAINT
 1 133. Pursuant to the Agreement and P&Ps, the Conspirators were engaged as
2
independent contractors—and later as Well-Med corporate officers—to generate product
3
sales and service downline distribution for Well-Med, and to build its business.
4

5 134. During the time of their affiliation with Well-Med, Conspirators were

6 appointed President and Directors of Product Marketing, respectively. They also drafted the
7
P&Ps and implemented the Exigo software, which contained proprietary confidential ID
8
information. Exigo’s development was very expensive and Conspirators misappropriated
9

10 the system during the NHT Raid.

11 1. Well-Med’s P&Ps Prohibit Unfair Competition and Solicitation

12 135. Well-Med’s P&Ps contain a post-termination, non-competition provision, and
13 a non-solicitation prohibition. Id. at §§ 3.9.1, 3.9.2, and 3.9.3.
14 136. The P&Ps provide:
15 3.9.1 Non-Solicitation and Noncompetition
16 WELLMED GLOBAL Independent Distributors are free to participate in
17 other multilevel or network marketing business ventures or marketing
opportunities (collectively “Network Marketing”). However, Independent
18 Distributors may not directly or indirectly recruit other WELLMED
GLOBAL Independent Distributors for any other Network Marketing
19
business unless they are personally sponsored by them or they personally
20 sponsored them. This includes general solicitations on social networking
sites where “friends” include persons not personally sponsored by the
21 Independent Distributor and who are already WELLMED GLOBAL
22 Independent Distributors.

23 An Independent Distributor who participates in another Network

Marketing business agrees to operate his or her WELLMED GLOBAL
24
Independent Distributorship entirely separate and apart from the other
25 Network Marketing business. Accordingly, Independent Distributors who
choose to participate in other Network Marketing businesses agree that
26 they shall not:
27
- 41 -
28
COMPLAINT
 1 a. display any non-WELLMED GLOBAL Product(s) and/or sales aids
with, or in the same location as WELLMED GLOBAL Product(s) and/or
2
sales aids;
3 b. offer any non-WELLMED GLOBAL program, opportunity, Product, or
service in conjunction with the WELLMED GLOBAL opportunity; or
4 c. offer any non-WELLMED GLOBAL opportunity, Products, or services
5 at any WELLMED GLOBAL-related meeting, seminar or convention, or
within two (2) hours and a five (5) mile (8 kilometers) radius of the
6 WELLMED GLOBAL event. If the WELLMED GLOBAL meeting is held
telephonically or Product(s) to prospective or existing Customers or
7
Independent Distributors; or on the internet, any non-WELLMED
8 GLOBAL meeting must be at least two (2) hours before or after the
WELLMED GLOBAL meeting, and on a different conference telephone
9 number or internet web address from the WELLMED GLOBAL meeting.
10

11 137. They also state:

12 3.9.2 Non-Solicitation after Termination:

13 “Following the cancelation of an Independent Distributor’s Agreement, and
14 for a period of one (1) year thereafter, with the exception of an Independent
Distributor who was personally sponsored by the former Independent
15 Distributor, the former Independent Distributor may not recruit any
WELLMED GLOBAL Independent Distributor for another network marketing
16
business. If an Independent Distributor did not personally sponsor another
17 Independent Distributor on his or her first level, he or she is prohibited, for
one (1) year following the date of cancelation of the contract, from recruiting
18 that Independent Distributor to sell or purchase Products or services other
19 than those offered by WELLMED GLOBAL. Independent Distributors and the
Company recognize that because network marketing is conducted through
20 networks of independent contractors dispersed across the entire United States
and internationally, and business is commonly conducted via the internet and
21
telephone, an effort to narrowly limit the geographic scope of this non-
22 solicitation provision would render it wholly ineffective. Therefore,
Independent Distributors and WELLMED GLOBAL agree that this non-
23 solicitation provision shall apply to all markets in which WELLMED GLOBAL
24 conducts business. This shall survive termination of the Agreement. Any
violation of this agreement, the Company may, without waiving any other
25 rights or remedies, seek an injunction, or other equitable remedy to prevent
further prohibited recruiting activities, and may pursue other legal remedies.”
26

27
- 42 -
28
COMPLAINT
 1 2. The P&Ps Prohibit Raiding
2 138. Because MLM companies (including Well-Med) depend on the ability of their
3 IDs to develop a distribution network of other IDs, and on the integrity of those MLM
4 company networks, the P&Ps prohibit "raiding" (aka "cross-recruiting," "cross-sponsoring,"
5 or "poaching").
6 139. Raiding is the practice of an ID either: (A) recruiting or attempting to recruit a
7 representative from another ID’s downline, or (B) recruiting or attempting to recruit a
8 representative from its own downline, other than a representative that was originally
9 sponsored by that ID.
10 140. Raiding is considered an unethical and unfair practice in the MLM industry
11 because it significantly damages the legitimate, protectable business interests of third parties
12 (other IDs).
13 141. The Well-Med P&Ps prohibit raiding. §3.9.3 provides:
14 3.9.3 Definition of “Cross Recruit”
15
For purposes of these Policies and Procedures, the term “Recruit” means
16 the actual or attempted sponsorship, solicitation, enrollment,
encouragement, or effort to influence in any other way, either directly,
17 indirectly, or through a third party, another WELLMED GLOBAL
18 Independent Distributor to enroll or participate in another multilevel
marketing, network marketing or direct sales opportunity. The conduct
19 described in the preceding sentence constitutes recruiting even if the
Independent Distributor’s actions are in response to an inquiry made by
20
another Independent Distributor or Preferred Customer.
21
142. Similarly, §3.10 provides:
22
3.10 Targeting Other Direct Sellers:
23

24 WELLMED GLOBAL does not condone Independent Distributors

specifically or consciously targeting the sales force of any other direct sales
25 company to sell WELLMED GLOBAL Products or to become Independent
Distributors for WELLMED GLOBAL. Nor does WELLMED GLOBAL
26
condone the solicitation or enticement, by an Independent Distributor, of
27 any of the members of the sales force of another direct sales company to
- 43 -
28
COMPLAINT
 1 violate the terms of their contract with such other company. Should an
Independent Distributor engage in such activity, the Independent
2
Distributor bears the risk of being sued by the other direct sales company.
3 If any lawsuit, arbitration or mediation is brought by another company
against an Independent Distributor alleging that he or she engaged in
4 inappropriate recruiting activity of its sales force or customers, WELLMED
5 GLOBAL will not pay any of such an Independent Distributor’s defense
costs or legal fees, nor will WELLMED GLOBAL indemnify the
6 Independent Distributor for any judgment, award, or settlement.
Independent Distributors agree to indemnify WELLMED GLOBAL and
7
WELLMED GLOBAL’s directors, officers, employees, and agents, and hold
8 them harmless from any and all liability and/or loss (whether direct or
indirect, consequential or economic loss) including judgments, civil and/or
9 criminal penalties, damages, refunds, legal advice fees, court costs, or lost
10 business incurred by or imposed on WELLMED GLOBAL as a result of any
breach of the terms by that Independent Distributor.
11
143. Due to the anti-raiding clauses in the P&Ps, as well as industry practice, Well-
12
Med IDs are prohibited from: presenting, recruiting, attempting to enroll, or assisting in the
13
presentation of other multilevel-marketing business ventures—to any Well-Med IDs they
14
didn’t personally enroll.
15
3. The P&Ps Protect Well-Med's Trademarks, Proprietary Information, and
16 Trade Secrets.
17 144. §§ 3.2.4, 3.2.5, and 3.9.4 also restrict Well-Med ID activities with respect to the
18
company trademark, propriety information, and trade secrets. It says:
19
3.2.4 Cancellation of an Independent Distributor’s Wellmed Global
20 Business
21
If an Independent Distributor’s WELLMED GLOBAL business is canceled
22 for any reason, the former Independent Distributor must discontinue all
WELLMED GLOBAL related business activities.
23

24 3.2.5 Trademarks and Copyrights

25 WELLMED GLOBAL will not allow the use of its trade names, trademarks,
designs, or symbols by any person, including WELLMED GLOBAL
26
Independent Distributors, without WELLMED GLOBAL’s prior written
27 permission. Independent Distributors may not produce for sale or
- 44 -
28
COMPLAINT
 1 distribution any recorded Company events and speeches without written
permission from WELLMED GLOBAL nor may Independent Distributors
2
reproduce for sale or for personal use any recording of Company-produced
3 audio or video presentations.

4 3.9.4 Confidential Information

5
Notwithstanding any other provision of the Agreement, the Independent
6 Distributor shall never use WELLMED GLOBAL trade secrets and other
Confidential Information, as further described herein, to solicit, recruit
7
whether directly or indirectly, other WELLMED GLOBAL Independent
8 Distributors or Customers. “Confidential Information” is information
disclosed to Independent Distributors pursuant to the Contract including,
9 but not limited to, information regarding 1) downline organizations or up
line Independent Distributors, including Independent Distributor names
10
and contact information, customer information, and 2) customer lists,
11 business reports, commission or sales reports, business plans, projections,
trade secrets, intellectual property, analysis, and related information and
12 other financial and business information that would be reasonably
13 understood to be confidential and/or give competitive advantage. 16 To
protect the Confidential Information, an Independent Distributor shall not,
14 on his or her own behalf, or on behalf of any other person, partnership,
association, corporation or other entity:
15
• Directly or indirectly disclose any Confidential Information to any third
16 party;
• Directly or indirectly disclose the password or other access code to his or her
17 back office;
18 • Use any Confidential Information to compete with WELLMED GLOBAL or
for any purpose other than promoting his or her WELLMED GLOBAL
19 business;
• Recruit or solicit any Independent Distributor or customer of WELLMED
20
GLOBAL listed on any report or in the Independent Distributor’s back-office,
21 or in any manner attempt to influence
or induce any Independent Distributor or Preferred Customer of WELLMED
22 GLOBAL, to alter their business relationship with WELLMED GLOBAL. The
23 obligation of an Independent Distributor to not disclose any Confidential
Information shall survive cancelation or termination of the Agreement, and
24 shall remain effective and binding
25

26

27
16As alleged in paragraph 66 above, the Conspirators specifically requested prior
customers names.
- 45 -
28
COMPLAINT
 1 irrespective of whether an Independent Distributor’s Agreement has been
terminated, or whether the Independent Distributor is or is not otherwise
2
affiliated with the Company, and is subject to legal enforcement by injunction
3 and award of costs and fees necessarily incurred.

4 3.9.5 Information Gathered in the Promotion of the Wellmed Global

5 Business

6 Independent Distributors agree that information gathered by an

Independent Distributor about other Independent Distributors by virtue of
7 their association with WELLMED GLOBAL, or in connection with their
8 promotion of WELLMED GLOBAL Product or sales materials, is
considered proprietary information that belongs to WELLMED GLOBAL
9 and Independent Distributors are bound to the non-disclosure provisions
of these policies and procedures in relation to this information.
10

11 145. The purposes of the anti-raiding trademark protection clauses in the P&Ps are

12 (1) to protect the businesses, hard work, and protectable business interests of other Well-

13 Med IDs, (2) to protect Well-Med's marketing organization, and (3) trade-secret, proprietary,

14 and confidential business information—without which Well-Med would not be able to exist.

15 146. Furthermore, due to the nature of the organization, and sponsorship of IDs in

16 network marketing, any cross-recruiting is particularly damaging, because the field of

17 distributors is very sensitive to disparaging and negative news. When word gets out that

18 downlines are being raided, it has a substantial, negative effect on the morale and efforts of

19 the other IDs, and does considerable damage to the company; this is exactly the effect that

20 NHT and the Conspirators intended, when they raided NHT for the StemRenu launch.

21 E. NHT KNEW OF THE BREACH AND UNLAWFULLY SOLICITED AND

STOLE PROPRIETARY INFORMATION
22
147. Well-Med’s designation of business-report information as trade secrets and
23
such non-solicitation covenants are common practice in the multi-level marketing industry.
24
Savvy industry participants like NHT (and its agents) and the Conspirators are aware of not
25
only Well-Med’s covenants and trade secret designations, but are also aware that virtually
26
every industry participant imposes such covenants and designations. In fact, as distributors
27
- 46 -
28
COMPLAINT
 1 for NHT, Garcia and Catto are subject to NHT’s policies and procedures—which govern
2 and control their conduct as NHT distributors.
3 1. Confidential Proprietary Information
4 148. Members of the MLM industry understand that the ID base is the lifeblood of
5
any MLM company, and that development of ID databases costs significant time and
6
money. Such databases usually consist of ID rank, contact information, payment history,
7

8 product order history, pricing, non-public identifying information (such as SSN), and their

9 bonus history.
10
149. In this case, Well-Med kept this information (as well as other information)
11
stored on its severs with Exigo, a system set up by Conspirator Johnson but licensed and
12
controlled by Well-Med.
13
150. Well-Med goes to great lengths to maintain the secrecy of its database using:
14
software licensed by Exigo, password protection, and controls on what information is
15
accessible to IDs. Not only is access to Well-Med’s database strictly controlled, but every ID
16
must agree to the Well-Med’s P&Ps, which specifically state that the distributor list is a
17
proprietary asset of Well-Med.
18
151. In addition, prior to joining Well-Med, each ID expressly agrees to maintain
19
the confidentiality of Well-Med’s proprietary sales information and to abide by the policies
20
set forth above in §§ 3.9.4 and 3.9.5 above.
21
2. NHT’s Control and Supervision of Its Distributors
22
152. NHT’s P&Ps are designed to maintain control over its IDs, so that new
23
distributors offering the NHT “business opportunity” can uniformly and simply recruit new
24
distributors into the NHT’s organization.
25
153. To achieve this uniformity, NHT retains strict control over its distributors and
26
their actions through its P&Ps. It also provides certain necessary support services for its
27
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COMPLAINT
 1 distributors, so that the distributors can sell the business opportunity, yet allow NHT to
2 retain control over how the “business opportunity” is promoted. Duplication, based on
3 uniformity, is a key concept in the MLM industry—and allows companies, such as NHT, to
4 grow quickly, and attract new recruits.
5 154. According to NHT’s 2015 10K, NHT provides the following “Member Support
6 Services”:
7 Member Support
8
We are committed to providing a high level of support services
9 tailored to the needs of our members in each marketplace we are
serving. We attempt to meet the needs and build the loyalty of
10 members by providing personalized member services and by
11 maintaining a generous product return policy (see “Product
Warranties and Returns”). We believe that maximizing a member’s
12 efforts by providing effective member support has been, and could
continue to be, important to our success.
13

14 Through product training meetings, regular conventions, web-based

messages, member focus groups, regular telephone conference calls and
15 other personal contacts with members, we seek to understand and
satisfy the needs of our members. Via our websites, we provide product
16
fulfillment and tracking services that result in user-friendly and timely
17 product distribution.

18 To help maintain communication with our members, we offer the

19 following support programs:

20 • Teleconferences – we hold teleconferences with associate field

leadership on various subjects such as technical product
21
discussions, member organization building and management
22 techniques.

23 • Internet – we maintain a website at www.nhtglobal.com. On

24 this website, the user can read company news, learn more
about various products, sign up to be a member, place orders,
25 and track the fulfillment and delivery of their orders.
26
• Product Literature – we offer a variety of literature to members,
27 including product catalogs, informational brochures,
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COMPLAINT
 1 pamphlets and posters for individual products, which are both
printed and available online.
2

3 • Broadcast E-mail and Text Messages – we send announcements

via e-mail and/or text messages to members who opt in to
4 receive this form of communication.
5
• Social Media Tools – in some countries we maintain country-
6 specific social media sites to foster a community environment
around our product offering and business opportunity.
7

8 Technology and Internet Initiatives

9 We believe that the internet is important to our business as more

consumers communicate online and purchase products over the
10
internet as opposed to traditional retail and direct sales channels. As
11 a result, we have committed significant resources to our e-commerce
capabilities and the abilities of our members to take advantage of the
12 internet. Substantially all of our sales take place via the internet. We
13 offer a global web page that allows a member to have a personalized
replicating website through which he or she can sell products in all of
14 the countries in which we do business. Links to these websites can be
found at our main website for members at www.nhtglobal.com. The
15
information provided on these websites should not be considered
16 part of this report.” (2015 10k at p. 6)

17 155. As it operates in an ever-changing legal environment, which often involves

18 highly-publicized FTC legal actions, NHT strictly controls and supervises the marketing
19 activities of its distributors, and the types of marketing materials the distributors can use
20 when presenting the NHT “business opportunity.” NHT’s control of distributors is
21 demonstrated by its P&Ps:
22 Our policies and procedures state that we produce or pre-approve all
sales aids used by members, such as presentations videotapes,
23
audiotapes, brochures and promotional clothing. Further, members
24 may not use any form of media advertising to promote products
unless it is pre-approved by us. Members are not entitled to use our
25 trademarks or other intellectual property without our prior consent.
26
Our compliance and member services department reviews reports of
27 alleged member misbehavior. If we determine that a member has
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COMPLAINT
 1 violated our member policies or procedures, we may terminate the
member’s rights completely. Alternatively, we may impose sanctions,
2
such as warnings, probation, withdrawal or denial of an award,
3 suspension of privileges of the membership, fines, withholding
commissions, until specified conditions are satisfied or other
4 appropriate injunctive relief. Our members are independent
5 contractors, not employees, and may act independently of us.
Further, our members may resign or terminate their membership at
6 any time without notice. See “Item 1A. Risk Factors. (2015 10k at p. 7)
7 156. As shown above, NHT maintains substantial supervision and control over its
8 distributors, and their ability to offer the NHT business opportunity.
9 3. NHT and its Agents Act Unlawfully
10 157. Defendants NHT, and its agents Catto and Garcia, stole or attempted to steal
11 Well-Meds IDs, to promote their launch of StemRenu. Additionally, they stole Well-Med’s
12 entire ID genealogy tree. To entice the Well-Med IDs to NHT, defendants Awesome Synergy
13 and NHT (and its agents Catto and Garcia, individually and in concert with the
14 Conspirators), perpetrated a pattern of misconduct, including:
15 A. The Conspirators stated verbally to Well-Med IDs (including Frania
Viele) prior to the termination of their Well-Med relationship, that Well-
16 Med was going out of business, and that the ID’s needed to sign with
NHT.
17

18 A. The Conspirators and NHT’s agents (Garcia in particular)—both

individually, and in concert with NHT—made disparaging statements
19 about StemActive, Well-Med, and its management. For example, they
told Well-Med IDs that only NHT had the exclusive right to YTE, and
20
that Well-Med would not be selling a YTE-based supplement; this
21 falsehood was disseminated via a June 2015 email, and a letter from
NHT corporate.
22

23 B. The Conspirators, along with NHT and its agents Garcia and Catto,
exploited Well-Med’s proprietary database, to misappropriate Well-
24 Med IDs’ sensitive contact information, and order histories. Defendants
then exploited this proprietary information to solicit Well-Med ID’s to
25 defect to NHT, and attend informational seminars (such as those in
26 Atlanta, with Garcia); targeted Well-Med IDs were offered special-
incentive pricing to defect to NHT, and not return to Well-Med.
27
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28
COMPLAINT
 1 158. In addition, Plaintiff are informed and believe that NHT and its agents Catto
2 and Garcia offered the Conspirators specific product royalties and placement in their MLM
3 Matrix (benefits given prior to well-producing distributors) for their aiding and abetting the
4 NHT Raid. Well-Med is informed and believes that NHT offered the Conspirators 5% of
5 StemRenu sales for aiding and abetting and conducting the NHT Raid.
6 159. NHT has a history of offering distributors special incentives for products it
7 purchases from distributors, as well as royalty agreements. See Exhibit 62. NHT discloses
8 many of these arrangements in their 10k’s:

9
Purchase Commitments
10
In May 2013, the Company entered into an exclusive distribution
11 agreement with one of its suppliers to purchase its product through
July 2016. To maintain exclusivity, the Company is required to
12 purchase a minimum of $40,000 of product per month until the
termination date. As of December 31, 2015, the Company was in
13 compliance with the exclusivity provision.
14 In December 2014, the Company amended a supply agreement with
one of its suppliers to obtain worldwide exclusivity in return for
15 purchasing a minimum of $3.3 million of product annually. If the
Company does not purchase the minimum product as required, then
16 a Cure Payment, as defined, will be due to the supplier. The term of
the agreement is three years commencing on January 1, 2015 and
17 shall automatically renew for successive three year terms unless
notice of termination is provided by either party.
18
160. Moreover, NHT has a long history of offering fee-splits to NHT distributors
19
who successfully recruit distributors and downlines from other organizations; positions in
20
NHT’s Matrix are also offered as an incentive for engaging in such conduct. For example, in
21
the matter, Loghry v. Steve Francisco, et al. (Case No. 7:04CV5017, (US. Dist. Neb.) the plaintiff
22
was promised 25% revenue from a specific NHT Matrix position that was to be filled by
23
another NHT distributor, who was taking his downline from another MLM company
24
(Kaire), and placing it in NHT’s Matrix, but the agreement was never honored. (Ex. 63).
25
161. NHT agents Catto and Garcia have also been implicated in lawsuits
26
concerning NHT offering distributors positions in its MLM Matrix, in exchange for
27
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28
COMPLAINT
 1 recruiting distributors to NHT. While Catto and Garcia were not specifically named in the
2 Grossman v. Natural Health Trends Corp, et al., (Case No. 2:08-CV-01987) complaint as a party
3 (but referenced in the allegations), it is alleged that NHT’s Corporate Officers, who were
4 personally named, promised a specific position to a distributor, but failed to honor the
5 promise, when Garcia and Catto demanded more revenue to support their European
6 operations, and believed they deserved more compensation, and the position. See Exhibit
7 64 at pp. 35-27.
8 162. NHT, its agents Catto and Garcia, Crowder, Conard, and the Conspirators
9 knew what they were doing, when—using Well-Med’s proprietary confidential
10 information—they solicited and poached loyal Well-Med IDs in the NHT Raid. Defendants
11 intended to raid Well-Med—and offered positions, and a share of StemRenu royalties to the
12 Conspirators and others for their collusion Defendants intended to perpetuate the Well-Med
13 Raid using Well-Med’s confidential, proprietary information, which all MLM industry
14 professionals know is unethical and unlawful.
15 V. CLAIMS
16 FIRST CAUSE OF ACTION
INTENTIONAL INTERFERENCE WITH CONTRACTUAL RELATIONS
17
(Against all Defendants)
18
163. Well-Med repeats and re-alleges each and every allegation contained in the
19
preceding paragraphs, and incorporates same herein by reference, as though set forth at
20
length.
21
164. Well-Med had and has a valid, existing, contractual relationship with its
22
current and former IDs—in the form of ID agreements. This relationship obligates current
23
IDs not to directly or indirectly recruit Well-Med customers or IDs, for any other business
24
venture, using Well-Med’s trade secrets or confidential information (including lists of IDs
25
and customers in Well-Med’s downline business organization). These contracts similarly
26

27
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28
COMPLAINT
 1 prohibit former and current IDs from defaming Well-Med’s downline business
2 organization.
3 165. All Defendants and the Conspirators knew of these covenants, or were
4 chargeable with knowledge of them (as Conspirator Johnson drafted them).
5 166. The Defendants, including NHT, Catto, Garcia, Crowder, and Conard and the
6 Conspirators nevertheless induced the breach of these covenants, through: their
7 unpermitted use of Well-Med’s trade secrets (including lists of IDs, contact information, and
8 Customers in Well-Med’s downline business organization), use of moles (like Crowder and
9 Conard), and requests that current Well-Med employees (and current and prior Well-Med
10 IDs) obtain confidential lists, or by other means, theft of contact information relating to Well-
11 Med’s downline business organization.
12 167. In addition, the Defendants, Conspirators, and NHT, and its agents,
13 disparaged Well-Med, and its products, including the statements, including the statements
14 of NHT agent, Garcia, that only NHT would have exclusive right to YTE, and statements
15 that only NHT would have a YTE based supplement product, with the specific
16 understanding and intent that these ID’s would build an NHT business fast by taking Well-
17 Med ID’s in violation of the covenants, and also by directly and indirectly assisting the IDs
18 in violating the covenants, with knowledge of the covenants. ((Ex. 60) and NHT email and
19 open letter dated May 27, 2016)).
20 168. Because of Defendants and the Conspirators actions, Well-Med’s covenants
21 have been and continue to be breached.
22 169. The breach of these covenants has damaged Well-Med in an amount to be
23 proven at trial.
24 SECOND CAUSE OF ACTION
INTENTIONAL INTERFERENCE WITH PROSPECTIVE ECONOMIC
25
RELATIONS
26 (Against all Defendants)

27
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28
COMPLAINT
 1 170. Well-Med repeats and re-alleges each and every allegation contained in the
2 preceding paragraphs, and incorporates same herein by reference, as though set forth at
3 length.
4 171. Well-Med’s downline business organization’s IDs make a commitment to
5 purchase Well-Med products (such as StemFit Active), which is terminable at will. Well-
6 Med derives substantial revenue from continued IDs purchases, and has a reasonable
7 expectation, based on a long history, that IDs who have ordered from Well-Med will do so
8 again in the future.
9 172. Defendants, acting individually and in concert with the Conspirators,
10 intentionally interfered with Well-Med’s expectation of continued revenue from its IDs by
11 poaching Well-Med IDs (using stolen confidential contact information) during the NHT
12 Raid period. In addition, to this end, Defendants and Conspirators disparaged Well-Med—
13 with false statements about the company and its StemActive product, as alleged herein.
14 173. The actions of Defendants were wrongful, because defendants and the
15 Conspirators accomplished their interference using improper means of: (a) inducing the
16 breach of non-solicitation and confidential information covenants, by misappropriating
17 trade secrets on the nature of Well-Med downline business organization lists of ID’s and
18 Customers, as well a contact information, illegal income representations, and defamation of
19 Well-Med, and its products, and theft of its downline business organization, (b) inducing
20 and perpetrating the misappropriation of trade secrets belonging to Well-Med, (c)
21 disparaging Well-Med and its products via webinars and conference calls, wherein in it was
22 stated, among other things: Well-Med did not have access to YTE, would run out of YTE, or
23 used denigrated YTE.
24 174. This interference caused damage to Well-Med in an amount to be proven at
25 trial.
26

27
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28
COMPLAINT
 1 THIRD CAUSE OF ACTION
TRADE LIBEL
2 (Against All Defendants)
3 175. Well-Med repeats and re-alleges each and every allegation contained in the
4 preceding paragraphs, and incorporates same herein by reference, as though set forth at
5 length.
6 176. Defendants made statements that disparaged the quality of Well-Med’s
7 services and products, specifically StemFit and StemActive.
8 177. Defendants and the Conspirators made these statements to Well-Med’s
9 current and past IDs, NHT distributors, and members of the general public.
10 178. These statements included, but were not limited to:
11 • That Well-Med only had a two-to-three-week supply of StemFit left;
12 • That only the Conspirators and NHT had access to YTE. (see Exhibit 60);
13 • That Well-Med had a limited supply of YTE, and would run out;
14 • That Well-Med may have a 2 to 6-month supply of YTE; and
15 • That Well-Med’s YTE may be aged/degraded.
16 179. The foregoing statements were untrue.
17 180. Defendants knew that these statements were untrue or acted with reckless
18 disregard to their truth or falsity.
19 181. Defendants knew or should have known that persons would act in reliance on
20 these false statements.
21 182. Well-Med suffered direct financial harm because individuals acted in reliance
22 on the false statements. Well-Med’s Ids defected after relying on the false statements; and
23 caused financial harm to Well-Med.
24 183. This conduct was a substantial factor in causing Well-Med’s harm.
25 FOURTH CAUSE OF ACTION
MISAPPROPRIATION OF TRADE SECRETS
26
(Against All Defendants)
27
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28
COMPLAINT
 1 184. Well-Med repeats and re-alleges each and every allegation contained in the
2 preceding paragraphs, and incorporates same herein by reference, as though set forth at
3 length.
4 185. Well-Med's ID and Customer Information constitute trade secrets within the
5 meaning of California Civil Code §3426.3, et seq. Well-Med is also the intended beneficiary
6 of the contractual provisions protecting the confidentiality of same contained in the ID’s
7 Agreement Terms and Conditions and the Well-Med P&P’s set forth supra in that the
8 integrity of the trade secrets in the form of proprietary lists of IDs and Customers is
9 important, if not absolutely crucial, to the growth and maintenance of Well-Meds’ operation
10 of its MLM.
11 186. Well-Med's ID/Customer Information has not been readily known or
12 ascertainable.
13 187. Well-Med's ID/Customer Information provides independent economic value
14 to Well-Med; the confidentiality of this proprietary information is imperative to its utility.
15 Well-Med has made reasonable efforts under the circumstances to maintain the secrecy of
16 its ID/Customer Information, including: imposing contractual restrictions on its use and
17 disclosure and keeping the information walled behind password-protected proprietary
18 databases.
19 188. Well-Med provided ID/Customer Information for the organization to the
20 Conspirators, as they served as Well-Med’s corporate officers subject to an express and
21 implied duty of non-disclosure, even after termination of the Conspirators’ status as Well-
22 Med IDs. Well-Med also provided its confidential information to other IDs, subject to the
23 same contractual limitations.
24 189. Defendants misappropriated Well-Med's proprietary ID/Customer
25 Information, through the use of moles (like Crowder and Conard), who acted in conjunction
26 with NHT and the Conspirators’ agents (including Garcia and Catto), as alleged herein.
27
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28
COMPLAINT
 1 190. Defendants took ID/Customer Information, when they knew (or had reason
2 to know) that doing so was a breach of a duty to maintain the secrecy of this information.
3 191. Defendants disclosed and used Well-Med's ID/Customer Information,
4 without express or implied consent from Well-Med. This disclosure or misuse of this
5 proprietary information occurred after they induced the Conspirators, active Well-Meds
6 employees, and prior reps (including Crowder and Conard) to breach their duty of
7 confidentiality to Well-Med. In addition, when they used or disclosed Well-Meds’
8 information, Defendants knew or had reason to know that their possession of the
9 ID/Customer Information resulted from a breach of the leakers’ duty to Well-Med, to
10 maintain that information's secrecy, or limit its use.
11 192. Defendants' misappropriation of trade secrets has caused damage to Well-
12 Med, in an amount to be proven at trial, pursuant to § 3426.3 of the California Civil Code.
13 193. The Defendants have been unjustly enriched, which should be taken into
14 account in determining the losses suffered by Well-Med. Defendants’ misappropriation was
15 willful and malicious, and Well-Med are therefore entitled to an award of exemplary
16 damages, in an amount not exceeding twice any award made. Since willful and malicious
17 misappropriation exists, Well-Med is entitled to an award of reasonable attorney's fees and
18 costs, as the prevailing parties—including (under California Civil Code, § 3426.4) a
19 reasonable sum for the services of expert witnesses, used in preparation for and during trial.
20 FIFTH CAUSE OF ACTION
VIOLATION OF BUSINESS AND PROFESSIONS CODE, § 17200, ET SEQ.
21
(Against All Defendants)
22
194. Well-Med repeats and re-alleges each and every allegation contained in the
23
preceding paragraphs, and incorporates same herein by reference, as though set forth at
24
length.
25
195. As alleged, the foregoing conduct violates the California Unfair Competition
26
Law (“UCL”), Cal. Bus. & Prof. Code § 17200 et seq. Section 17200 of the Cal. Bus. & Prof.
27
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28
COMPLAINT
 1 Code prohibits unfair competition by prohibiting, inter alia, any unlawful or unfair business
2 practices or acts.
3 196. After their resignation the Conspirators, acting individually and in concert
4 with the Defendants Crowder, Conard, Awesome Synergy, and NHT, and its agents, Garcia,
5 Catto — committed acts of unfair competition, as defined by the UCL, by engaging in the
6 acts and practices described herein, including but not limited to: defaming Well-Med and
7 Aepic, slandering Well-Med to members of the business community, and raiding its IDs.
8 Defendant’s conduct has damaged Well-Med, by interfering with its prospective business
9 opportunities—and was therefore substantially injurious to Well-Med: causing it to lose
10 money and property as a result.
11 197. Defendants’ conduct, acts, and practices—in violation of the California laws
12 mentioned in the above paragraph—constitute a separate and independent violation of the
13 UCL, and the policy or spirit of such laws, or otherwise significantly threatens or harms
14 competition.
15 198. Well-Med seeks restitution and equity, and such other legal and equitable
16 relief, from Defendants’ willful and unlawful conduct, as the Court deems just and proper—
17 as well as injunction precluding Defendants Conard, Awesome Synergy, and NHT, and its
18 agents Garcia and Catto (acting individually and in concert with the Conspirators) from
19 continuing their unlawful conduct.
20 SIXTH CAUSE OF ACTION
AIDING AND ABETTING BREACH OF FIDUCIARY DUTY
21
(Against All Defendants)
22 199. Well-Med repeats and re-alleges each and every allegation contained in the

23 preceding paragraphs, and incorporates same herein by reference, as though set forth at

24 length.

25 200. Conspirators committed the intentional tort of breach of fiduciary duty against

26 Well-Med as pleaded in detail above. This includes stealing Well-Med trade secrets,

27
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28
COMPLAINT
 1 interfering with expected Well-Med business benefits, diverting business opportunities, and
2 engaging in trade libel about Well-Med products, among other things.
3 201. During this time, the Conspirators were executives at Well-Med, and therefore
4 owed Well-Med fiduciary duties.
5 202. Defendants Crowder, Conard, Garcia, Catto, Awesome Synergy, and NHT
6 and its agents knew Conspirators were Well-Med executives and owed Well-Med fiduciary
7 duties.
8 203. Defendants Crowder, Conard, Garcia, Catto, Awesome Synergy, and NHT
9 and its agents had actual knowledge that the behavior of the Conspirators breached
10 fiduciary duties owed to Well-Med.
11 204. Defendants Crowder, Conard, Garcia, Catto, Awesome Synergy, and NHT
12 and its agents provided substantial assistance or encouragement to the breach, including
13 providing funding, requesting confidential information that was unlawfully obtained, in the
14 form of confidential client contact information, customer reports and lists, and placement of
15 the Well-Med genealogy, and inducing the Conspirators to breach their contracts with Well-
16 Med and obligations under Well-Med’s P&P’s, among other things.
17 205. Such breach of fiduciary duty harmed Plaintiff.
18 206. The conduct of Defendants Crowder, Conard, Garcia, Catto, Awesome
19 Synergy, and NHT and its agents was a substantial factor in the harm caused to Plaintiff.
20 207. Well-Med therefore seeks damages in an amount to be proven at trial.
21 PRAYER FOR RELIEF
22
WHEREFORE, Well-Med pray for judgment against Defendants as follows:
23

24 1. For general compensatory damages according to proof at trial;

25 2. For special compensatory damages according to proof at trial;

26 3. For restitution and/or disgorgement;
27
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28
COMPLAINT
 1 4. For injunctive relief precluding Defendants from continuing to violate
Business and Professions Code Section 17200, et seq.;
2

3 5. For punitive damages according to proof at trial;

4 6. For an award of prejudgment and post-judgment interest; and

5 7. For cost of suit; and

6 8. For such other and further relief as the court deems just and proper.
7

8
JURY TRIAL DEMAND
9

10 A jury trial in this matter is hereby demanded.

11
Respectfully submitted,
12

13

14 SPRETER & PETIPRIN, APC

Dated: December 27, 2017
15

16
Geoff J. Spreter, Esq.
17 Benjamin D. Petiprin, Esq.
18

19

20

21

22

23

24

25

26

27
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COMPLAINT